[FWP] ETRACS Whitney US Critical Technologies ETN Free Writing Prospectus

Rhea-AI Filing Summary

UBS AG London Branch is offering Contingent Income Auto-Callable Securities linked to the common stock of Broadcom Inc. (AVGO). Each security has a $1,000 stated principal amount, a 2-year term (pricing expected 11-Jul-2025; maturity expected 15-Jul-2027) and will not be listed on any exchange. Holders may receive quarterly contingent coupons of $27.525 (11.01% p.a.) provided AVGO’s closing price on a determination date is at or above the 50% downside threshold. Missed coupons are recoverable under a “memory” feature.

The notes are auto-callable: if AVGO closes at or above the 100% call threshold on any quarterly observation (other than final), UBS will redeem early for the principal plus the applicable coupon(s). At maturity, investors receive:

• Principal + coupon(s) if AVGO is ≥ 50% of the initial price.
• Physical delivery of AVGO shares (or cash equivalent) proportional to the decline if AVGO is < 50%, exposing investors to up to 100% loss of principal.

Key indicative economics: estimated initial value $937.50 – $967.50 per $1,000 note; underwriting commission 2%. Payments are subject to UBS credit risk. Risks include loss of principal, lack of market liquidity, potential early redemption, single-stock concentration, and uncertain U.S. tax treatment. Investors do not participate in any upside of AVGO beyond receipt of scheduled coupons.

Positive

• Attractive 11.01% annual contingent coupon supplemented by a memory feature that can recoup missed payments.
• Auto-call mechanism may return capital early, enhancing annualized yield if AVGO remains at or above its initial price.
• Barrier set at 50% offers intermediate protection compared with full-delta equity exposure.

Negative

• No principal protection; investors may incur 100% loss if AVGO falls to zero and barrier is breached.
• Limited upside participation; returns are capped at coupon income, with no equity appreciation benefit.
• Issuer credit risk; payments rely on UBS’s ability to pay and are subject to potential FINMA resolution actions.
• Liquidity risk; securities are unlisted and secondary markets may be illiquid or priced at significant discounts.
• Tax treatment uncertain, possibly resulting in higher effective taxation than traditional fixed-income instruments.

Insights

Structured Products Analyst

TL;DR: 11% coupon attractive, but 50% barrier and UBS credit risk make notes balanced to risky.

The security targets yield-seeking investors via an 11.01% p.a. contingent coupon with a memory provision, enhancing cash-flow reliability versus typical reverse convertibles. However, the 50% downside barrier—while common—still exposes holders to full equity risk below that level, and the product lacks upside participation. Auto-call at 100% benefits UBS by capping coupon liability; investors face reinvestment risk if AVGO is flat or moderately higher. The estimated initial value (≈94–97% of issue price) reflects a notable 3–6% embedded cost. Liquidity is expected to be thin, and pricing will incorporate dealer spreads. Overall, appeal hinges on one’s view of AVGO stability and UBS credit.

Credit & Risk Analyst

TL;DR: Notes add issuer and single-stock risk; reward is limited to coupons.

Because the notes are senior unsecured obligations of UBS AG, any deterioration in UBS’s credit quality directly affects secondary-market value and repayment. FINMA resolution powers could impose losses independently of AVGO performance. The 50% barrier implies investors absorb first-loss risk on AVGO down to zero; meanwhile UBS retains upside via early call triggers. Tax treatment remains uncertain, potentially complicating after-tax returns. For diversified portfolios, position sizing should reflect both credit risk and AVGO volatility; the deal is impactful mainly for yield-hunters in low-rate environments, but risk-adjusted return is questionable.

	ISSUER FREE WRITING PROSPECTUS
	Filed Pursuant to Rule 433
	Registration Statement No. 333-283672
	Dated July 9, 2025

Contingent Income Auto-Callable Securities due on or about July 15, 2027‬

Based on the Performance of the Common Stock of Broadcom Inc.

This document provides a summary of the terms of the Contingent Income Auto-Callable Securities (the “securities”). Investors should carefully review the accompanying preliminary pricing supplement for the securities, the accompanying product supplement and the accompanying prospectus, as well as the “Risk Considerations” section below, before making an investment decision.

The securities do not guarantee any return of principal at maturity. Investors will not participate in any appreciation of the underlying equity and must be willing to accept the risk of not receiving any contingent payments over the term of the securities. The securities are unsubordinated, unsecured debt obligations issued by UBS AG (“UBS”), and all payments and deliveries on the securities are subject to the credit risk of UBS. As used in this document, “we,” “us,” or “our” refers to UBS.

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SUMMARY TERMS	 
Issuer:	UBS AG London Branch
Underlying equity:	Common stock of Broadcom Inc. (Bloomberg Ticker: “AVGO UW”)
Stated principal amount:	$1,000.00 per security
Pricing date:	Expected to be July 11, 2025
Original issue date:	Expected to be July 16, 2025 (3 business days after the pricing date; see preliminary pricing supplement).
Final determination date:	Expected to be July 12, 2027, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Maturity date:	Expected to be July 15, 2027‬, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Early redemption:	If, on any determination date (other than the final determination date), the closing price of the underlying equity is equal to or greater than the call threshold level, the securities will be redeemed early and we will pay the early redemption amount on the first contingent payment date immediately following the related determination date.
Early redemption amount:	The early redemption amount will be an amount equal to (i) the stated principal amount plus (ii) the contingent payment with respect to the related determination date and any previously unpaid contingent payments with respect to any previous determination dates pursuant to the memory coupon feature.
Contingent payment:	▪If, on any determination date, the closing price or the final price is equal to or greater than the downside threshold level, we will pay on the related contingent payment date a contingent payment of $27.525‬ (equivalent to 11.01% per annum of the stated principal amount) per security, plus any previously unpaid contingent payments with respect to any previous determination dates pursuant to the memory coupon feature. ▪If, on any determination date, the closing price or the final price is less than the downside threshold level, no contingent payment will be paid on the related contingent payment date.
Memory coupon feature:	If a contingent payment is not paid on a contingent payment date (other than the maturity date) because the closing price of the underlying equity is less than the downside threshold level on the related determination date, such contingent payment will be paid on a later contingent payment date if the closing price of the underlying equity is equal to or greater than the downside threshold level on the determination date corresponding to the later contingent payment date. For the avoidance of doubt, once a previously unpaid contingent payment has been paid on a later contingent payment date, it will not be made again on any subsequent contingent payment date. If the closing price of the underlying equity is less than the downside threshold level on each of the specified determination dates, you will receive no contingent payments during the term of, and will not receive a positive return on, the securities.
Determination dates:	Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-trading days and certain market disruption events.
Contingent payment dates:	Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-business days and certain market disruption events.
Payment at maturity:	▪If the final price is equal to or greater than the downside threshold level: (i) the stated principal amount plus (ii) the contingent payment otherwise payable with respect to the final determination date and any previously unpaid contingent payments with respect to any previous determination dates pursuant to the memory coupon feature ▪If the final price is less than the downside threshold level: a number of shares (and/or cash in lieu of any fractional share) of the underlying equity equal to the exchange ratio If the securities are not redeemed early and the final price is less than the downside threshold level, you will receive per security a number of shares (and/or cash in lieu of any fractional share) of the underlying equity equal to the exchange ratio, the value of which is expected to be worth significantly less than the stated principal amount and, in extreme situations, you could lose all of your initial investment.
Exchange ratio:	A number of shares of the underlying equity per security equal to the quotient of the stated principal amount divided by the initial price, observed to 4 decimal places (as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement). We will pay cash in lieu of delivering any fractional shares in an amount equal to the product of that fraction multiplied by the final price, each as determined by the calculation agent. For the avoidance of doubt, if the exchange ratio is less than 1.0000, your payment at maturity for each security will be the cash value of the fractional share.
Cash value:	The exchange ratio multiplied by the final price.
Call threshold level:	100.00% of the initial price. The actual call threshold level will be determined on the pricing date.
Downside threshold level:	50.00% of the initial price. The actual downside threshold level will be determined on the pricing date.
Initial price:	The closing price of the underlying equity on the pricing date.
Final price:	The closing price of the underlying equity on the final determination date.
CUSIP / ISIN:	90309KDA9 / US90309KDA97
Listing:	The securities will not be listed or displayed on any securities exchange or any electronic communications network.
Commission:	2.00% of the aggregate principal amount.
Estimated initial value:	Expected to be between $937.50 and $967.50 per security. See “Risk Factors” in the preliminary pricing supplement.
Preliminary pricing supplement:	[•]

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HYPOTHETICAL PAYOUT

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The below figures are based on a hypothetical downside threshold level of 50.00% of a hypothetical initial price of the underlying equity and are purely hypothetical (the actual terms of your security will be determined on the pricing date and will be specified in the final pricing supplement).

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Hypothetical Payment at Maturity if No Early Redemption Occurs

Change in Underlying Equity	Payment at Maturity* (excluding any contingent payment payable at maturity)
+50.00%	$1,000.00
+40.00%	$1,000.00
+30.00%	$1,000.00
+20.00%	$1,000.00
+10.00%	$1,000.00
0.00%	$1,000.00
-10.00%	$1,000.00
-20.00%	$1,000.00
-30.00%	$1,000.00
-40.00%	$1,000.00
-50.00%	$1,000.00
-60.00%	$400.00
-70.00%	$300.00
-80.00%	$200.00
-90.00%	$100.00
-100.00%	$0.00

*&nbsp; With respect to each amount that corresponds to a percentage change reflecting a hypothetical final price that is less than the downside threshold level, such amount represents the cash value of the exchange ratio as of the final determination date. Because the securities are physically settled, the actual value received and the total return on the securities on the maturity date depends on the price of the underlying equity on the maturity date.

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You will find a link to the accompanying preliminary pricing supplement for the securities above and links to the accompanying product supplement and accompanying prospectus for the securities under “Additional Information About UBS and the Securities” in the preliminary pricing supplement, which you should read and understand prior to investing in the securities.

The issuer has filed a registration statement (including a prospectus as supplemented by a product supplement and the preliminary pricing supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying prospectus in that registration statement and the other documents the issuer has filed with the SEC, including the accompanying preliminary pricing supplement and the accompanying product supplement, for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-833-653-0401. Our Central Index Key, or CIK, on the SEC web site is 0001114446.

Risk Considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.

Risks Relating to Return Characteristics

▪The securities do not guarantee the return of any principal and your investment in the securities may result in a loss.

▪The contingent payment, if any, is based solely on the closing prices of the underlying equity on the specified determination dates.

▪You may receive no contingent payments.

▪Higher contingent payments are generally associated with a greater risk of loss.

▪Early redemption risk.

▪Investors will not participate in any appreciation in the closing price of the underlying equity and will not have the same rights as holders of the underlying equity.

Risks Relating to Characteristics of the Underlying Equity

▪Single equity risk.

▪There can be no assurance that the investment view implicit in the securities will be successful.

▪No affiliation with the underlying equity issuer.

Estimated Value Considerations

▪The issue price you pay for the securities will exceed their estimated initial value.

▪The estimated initial value is a theoretical price and the actual price that you may be able to sell your securities in any secondary market (if any) at any time after the pricing date may differ from the estimated initial value.

▪Our actual profits may be greater or less than the differential between the estimated initial value and the issue price of the securities as of the pricing date.

Risks Relating to Liquidity and Secondary Market Price Considerations

▪There may be little or no secondary market for the securities.

▪The price at which UBS Securities LLC and its affiliates may offer to buy the securities in the secondary market (if any) may be greater than UBS’ valuation of the securities at that time, greater than any other secondary market prices provided by unaffiliated dealers (if any) and, depending on your broker, greater than the valuation provided on your customer account statements.

▪Price of securities prior to maturity.

▪Impact of fees and the use of internal funding rates rather than secondary market credit spreads on secondary market prices.

Risks Relating to Hedging Activities and Conflicts of Interest

▪Potential conflicts of interest.

▪Hedging and trading activities by the calculation agent and its affiliates could potentially affect the value of, and any amounts payable on, the securities.

▪We may engage in business with or involving the underlying equity issuer without regard to your interests.

▪Potential UBS impact on an underlying equity.

▪Following certain events, the calculation agent can make adjustments to the underlying equity and terms of the securities that may adversely affect the market value of, and return on, the securities.

Risks Relating to General Credit Characteristics

▪The securities are subject to the credit risk of UBS, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities.

▪The securities are not bank deposits.

▪If UBS experiences financial difficulties, FINMA has the power to open restructuring or liquidation proceedings in respect of, and/or impose protective measures in relation to, UBS, which proceedings or measures may have a material adverse effect on the terms and market value of the securities and/or the ability of UBS to make payments thereunder.

Risks Relating to U.S. Federal Income Taxation

▪Uncertain tax treatment. Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Tax Considerations” in the preliminary pricing supplement and “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards with Associated Contingent Coupons”, in the accompanying product supplement.

Underlying Equity

For information about the underlying equity, including historical performance information, see “Information About the Underlying Equity” in the preliminary pricing supplement.

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FAQ

What coupon rate do the UBS Contingent Income Auto-Callable Securities pay?

They offer quarterly coupons of $27.525 per $1,000 note, equivalent to 11.01% per annum, contingent on AVGO’s price performance.

When can the securities be automatically called by UBS?

On any quarterly determination date before maturity if AVGO closes at or above 100% of the initial price.

What happens at maturity if Broadcom stock falls below the 50% downside threshold?

Investors receive physical shares of AVGO (or cash) equal to the exchange ratio, potentially worth far less than the $1,000 principal.

Are the notes protected against UBS default?

No. The securities are senior unsecured obligations; repayment depends on UBS’s creditworthiness and is subject to Swiss regulatory resolution powers.

Will the securities trade on an exchange?

No. The notes will not be listed, and any secondary trading will be solely on a dealer-to-dealer basis.

How is the initial price of AVGO determined?

It is the closing price of AVGO on the 11-Jul-2025 pricing date; this value sets the call threshold and downside barrier.