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

Rhea-AI Filing Summary

Jones Lang LaSalle Inc. (JLL) – Form 4 filing dated 07/03/2025

Independent director Matthew Carter Jr. reported the acquisition of 210 shares of JLL common stock on 07/01/2025. The shares were received at $0 cost under the company’s Non-Executive Director Compensation Program, reflecting Mr. Carter’s prior election to take his third-quarter 2025 board and committee retainers in equity rather than cash. The settlement has been deferred under the Jones Lang LaSalle Deferred Compensation Plan. Following the transaction, Mr. Carter directly holds 8,650 JLL shares.

The filing indicates no sales or derivative transactions and does not alter control dynamics. While the share count is modest relative to JLL’s ~50 million share float, the acquisition modestly increases insider ownership and aligns director incentives with shareholders.

Positive

• Director elected to receive equity instead of cash, slightly increasing insider alignment with shareholder interests.
• No shares were sold, indicating continued confidence and no liquidity pressure from the director.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director stock grant; modest size; neutral corporate-governance impact.

The transaction is an automatic equity-in-lieu-of-cash election common among S&P 500 boards. Because the grant is only 210 shares (≈US$35k at recent prices) and represents <0.01 % of outstanding shares, it neither signals new strategic information nor meaningfully changes insider ownership concentration. Nevertheless, taking compensation in equity marginally improves alignment with shareholders and avoids cash outflow. No red flags emerge.

Sell-Side Financial Analyst

TL;DR: Immaterial insider acquisition; no earnings or guidance implications.

The $0-priced share issuance is purely compensation-related, not an opportunistic market purchase. With post-grant holdings of 8,650 shares, the director’s stake remains negligible to valuation models. The filing does not affect revenue outlook, liquidity, or capital-allocation plans; consequently, it is unlikely to move the stock.

 	ISSUER FREE WRITING PROSPECTUS
	Filed Pursuant to Rule 433
	Registration Statement No. 333-283672
	Dated July 3, 2025

Contingent Income Auto-Callable Securities due on or about July 14, 2028

Based on the Performance of the Common Stock of Deere & Company

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 on the securities are subject to the credit risk of UBS. As used in this document, “we,” “us,” or “our” refers to UBS.

SUMMARY TERMS	 
Issuer:	UBS AG London Branch
Underlying equity:	Common stock of Deere & Company (Bloomberg Ticker: “DE UN”)
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 11, 2028, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Maturity date:	Expected to be July 14, 2028, 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.
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 a contingent payment of $25.00 (equivalent to 10.00% per annum of the stated principal amount) per security on the related contingent payment date. ▪If, on any determination date, the closing price or the final price is less than the downside threshold level, no contingent payment will be made with respect to that determination date.
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 with respect to the final determination date ▪If the final price is less than the downside threshold level: the cash value UBS has elected to deliver to you cash in lieu of shares, and your payment at maturity for each security will be the cash value. If the final price is less than the downside threshold level, investors will lose a significant portion and may lose all of their initial investment.
Exchange ratio:	The quotient of the stated principal amount divided by the initial price.
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:	75.00% 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:	90309KAP9 / US90309KAP93
Listing:	The securities will not be listed or displayed on any securities exchange or any electronic communications network.
Commission:	2.25% of the aggregate principal amount.
Estimated initial value:	Expected to be between $935.00 and $965.00 per security. See “Risk Factors” in the preliminary pricing supplement.
Preliminary pricing supplement:	http://www.sec.gov/Archives/edgar/data/1114446/000183988225037121/ubs_424b2-19876.htm

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HYPOTHETICAL PAYOUT

The below figures are based on a hypothetical downside threshold level of 75.00% of the 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).

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
-25.00%	$1,000.00
-26.00%	$740.00
-30.00%	$700.00
-40.00%	$600.00
-50.00%	$500.00
-60.00%	$400.00
-70.00%	$300.00
-80.00%	$200.00
-90.00%	$100.00
-100.00%	$0.00

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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 will not receive any contingent payment for any period where the closing price of the underlying equity on the determination date is less than the downside threshold level.

▪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

Why did JLL director Matthew Carter Jr. acquire shares on 07/01/2025?

He opted to receive his third-quarter 2025 board and committee retainers in stock under the Non-Executive Director Compensation Program.

How many JLL shares did the director acquire according to the Form 4?

The filing shows an acquisition of 210 common shares at $0 cost.

What is the director’s total direct ownership after the transaction?

After the grant, Matthew Carter Jr. directly owns 8,650 JLL shares.

Was this a market purchase that might signal insider optimism?

No; it was a compensation grant, not an open-market purchase, so it carries limited signaling value.

Does the filing involve any derivative securities or sales?

No derivative transactions or dispositions were reported in the Form 4.

Is the grant part of a 10b5-1 trading plan?

The form does not mark the 10b5-1 checkbox, indicating the transaction is a scheduled compensation grant rather than a trading plan trade.