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

Rhea-AI Filing Summary

UBS AG London Branch is marketing Contingent Income Auto-Callable Securities maturing on or about 16 July 2026. The notes reference the common stock of NVIDIA Corp. (NVDA) and the ADRs of Taiwan Semiconductor Manufacturing Co. (TSM); the worst-performing equity drives all payoff tests.

Key commercial terms

• Stated principal: $1,000 per note
• Quarterly contingent coupon: $38.025 (15.21% p.a.) paid only if both equities close at or above their 60% coupon-barrier on the relevant determination date
• Auto-call: If on any quarterly determination date before maturity both equities close at or above their 100% call threshold, the notes redeem early for $1,000 + coupon
• Downside protection only to the 60% threshold; at maturity investors are fully exposed to any decline below that level in the worst-performing equity
• Issue price: 100% of par; underwriting commission 1.75%; estimated initial value $937.80-$967.80
• The securities will not be listed on any exchange and are unsecured, unsubordinated obligations of UBS AG, subject to its credit risk

Illustrative payout (no early redemption)

• Equal or better than -40% worst-performer return ⇒ investor receives full principal ($1,000)
• Worse than -40% ⇒ principal loss matches equity decline (e.g., -50% return ⇒ $500)

Principal risks

• Loss of principal if either equity closes <60% of initial price at final observation
• No guaranteed coupons; investors may receive zero income for the entire term
• Credit risk of UBS AG and potential Swiss resolution measures
• Liquidity risk: no active market; secondary prices may be significantly below theoretical value
• Issue price exceeds estimated value; dealer incentives and hedging may create conflicts of interest
• Complex tax treatment; investors should consult advisers

Positive

• 15.21% annual contingent coupon offers higher income potential than traditional fixed-income instruments when barriers are met
• Auto-call feature can return principal plus coupon early if both equities trade at or above initial levels, reducing duration risk

Negative

• Principal loss below 60% downside threshold in worst-performing equity could reach 100% of investment
• No guaranteed coupons; quarterly income stops whenever either equity closes below the 60% barrier
• Credit risk of UBS AG and possible Swiss regulatory bail-in measures
• Issue price exceeds estimated fair value by roughly 3-6%, creating negative carry at inception
• Illiquidity: securities are unlisted and may trade at sizable discounts in secondary markets

Insights

Structured Products Analyst

TL;DR High 15% coupon but principal risk below 60% barrier; auto-call may shorten tenor; neutral overall.

The note offers an above-market headline yield of 15.21% p.a., made possible because investors sell two layers of optionality: downside exposure below a 40% buffer and the upside of both NVDA and TSM. Auto-call at 100% initial price limits long-term coupon capture if the shares perform well, while the double-trigger structure increases the likelihood of missing coupons compared with single-name notes. Estimated initial value (≈94–97% of par) highlights embedded fees and hedging costs. Given the high volatility of semiconductor equities, breaching the 60% barrier is a realistic scenario, so risk-aware investors should size positions accordingly. Overall impact: informational, neither materially positive nor negative for UBS credit holders or for semiconductor equity valuations.

Credit & Risk Analyst

TL;DR Product shifts market risk to retail buyers; credit and liquidity concerns persist; modest negative stance.

Because the securities are senior unsecured liabilities, payment depends on UBS’s solvency. FINMA’s broad resolution powers can impose losses even if the issuer remains a going concern. The absence of listing and the wide bid-offer spreads typical for such notes mean exit costs could exceed the 3-6% embedded discount to fair value. Retail investors attracted by the headline yield may underestimate correlation risk between two semiconductor giants—both sensitive to the same cyclical and geopolitical factors—raising the probability that no coupons are paid and capital is impaired. From a risk perspective, I assign a negative bias, though not severely so, as these structural features are common in the structured-note market.

 	ISSUER FREE WRITING PROSPECTUS
	Filed Pursuant to Rule 433
	Registration Statement No. 333-283672
	Dated July 10, 2025

Contingent Income Auto-Callable Securities due on or about July 16, 2026

Based on the worst performing of the common stock of NVIDIA Corporation and the American depositary receipts of Taiwan Semiconductor Manufacturing Company Limited

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 any 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.

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SUMMARY TERMS	 
Issuer:	UBS AG London Branch
Underlying equities:	Common stock of NVIDIA Corporation (Bloomberg Ticker: “NVDA UW”) American depositary receipts of Taiwan Semiconductor Manufacturing Company Limited (Bloomberg Ticker: “TSM 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 13, 2026, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Maturity date:	Expected to be July 16, 2026, 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 prices of all of the underlying equities are equal to or greater than their respective call threshold levels, the securities will be automatically redeemed for an 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) any contingent payment otherwise payable with respect to the related determination date.
Contingent payment:	▪If the closing prices of all of the underlying equities are equal to or greater than their respective coupon barrier levels on any determination date, we will pay a contingent payment of $38.025 (equivalent to 15.21% per annum of the stated principal amount) per security on the related contingent payment date. ▪If the closing price of any underlying equity is less than its respective coupon barrier level on any determination date, we will not pay a contingent payment 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 prices of all of the underlying equities are equal to or greater than their respective downside threshold levels: (i) the stated principal amount plus (ii) any contingent payment otherwise payable on the maturity date. ▪If the final price of any underlying equity is less than its downside threshold level: a cash payment that is less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the worst performing underlying equity, for an amount equal to (i) the stated principal amount plus (ii) the stated principal amount times the underlying return of the worst performing underlying equity. If the final price of any underlying equity is less than its downside threshold level, investors will lose a significant portion and, in extreme situations, all of their initial investment regardless of the performance of any other underlying equity.
Underlying return:	With respect to each underlying equity, the quotient, expressed as a percentage of the following formula: (final price − initial price) / initial price
Worst performing underlying equity:	The underlying equity with the lowest underlying return as compared to any other underlying equity
Call threshold level:	With respect to each underlying equity, 100.00% of its initial price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement.
Coupon barrier level:	With respect to each underlying equity, 60.00% of its initial price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement.
Downside threshold level:	With respect to each underlying equity, 60.00% of its initial price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement.
Initial price:	With respect to each underlying equity, the closing price of such underlying equity on the pricing date.
Final price:	With respect to each underlying equity, the closing price of such underlying equity on the final determination date.
CUSIP / ISIN:	90309KBY9 / US90309KBY91
Listing:	The securities will not be listed or displayed on any securities exchange or any electronic communications network.
Commission:	1.75% of the aggregate principal amount.
Estimated initial value:	Expected to be between $937.80 and $967.80 per security. See “Risk Factors” in the preliminary pricing supplement.
Preliminary pricing supplement:	http://www.sec.gov/Archives/edgar/data/1114446/000183988225038067/ubs_424b2-20423.htm

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HYPOTHETICAL PAYOUT

The below figures are based on a hypothetical downside threshold level of 60.00% of the hypothetical initial price of the worst performing 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 Worst Performing 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
-41.00%	$590.00
-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

▪Risk of loss at maturity. The securities differ from ordinary debt securities in that UBS will not necessarily repay the stated principal amount of the securities at maturity. If the securities are not redeemed prior to maturity, UBS will repay you the stated principal amount of your securities in cash only if the final prices of all of the underlying equities are equal to or greater than their respective downside threshold levels on the final determination date and will only make such payment at maturity. If the securities are not redeemed prior to maturity and the final price of any underlying equity is less than its respective downside threshold level, you will lose a percentage of your principal amount equal to the underlying return of the worst performing underlying equity. In this case, the payment at maturity will be significantly less than the stated principal amount and could be zero.

▪Contingent repayment of stated principal amount only at maturity.

▪You may not receive any contingent payments.

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

▪Reinvestment risk.

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

▪Because the securities are linked to the performance of more than one underlying equity, there is an increased probability that you will not receive a contingent payment on a determination date and that you will lose a significant portion or all of your initial investment.

Risks Relating to Characteristics of the Underlying Equities

▪Single equity risk.

▪You are exposed to the market risk of each underlying equity.

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

▪No affiliation with the underlying equity issuers.

▪The securities are subject to sector concentration risk.

▪Risks associated with emerging market companies.

▪Exchange rate risk.

▪There are important differences between the rights of holders of ADRs and the rights of holders of the non-U.S. stock. The securities are linked, at least in part, to ADRs.

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.

▪Potentially inconsistent research, opinions or recommendations by UBS.

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

▪Potential UBS impact on an underlying equity.

▪Following certain events, the calculation agent can make adjustments to the underlying equities 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 Equities

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

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FAQ

What coupon does the UBS Contingent Income Auto-Callable Security pay?

If both NVDA and TSM close at or above their 60% coupon barriers on a determination date, UBS pays $38.025 per note (15.21% p.a.) on the related payment date.

When can the notes be automatically redeemed?

On any quarterly determination date before maturity, if both equities close at or above 100% of their initial prices, the notes auto-call for $1,000 plus the coupon.

How much principal protection do investors have?

Protection extends only to the 60% downside threshold. If either equity finishes below this level at final observation, principal loss mirrors the worst-performer’s decline.

Are the securities listed on an exchange?

No. No exchange or ECN listing is planned, so liquidity will rely on the dealer’s secondary-market bids, if any.

What is the estimated initial value versus the issue price?

UBS estimates the fair value at $937.80-$967.80 per $1,000 note, implying investors pay a 3-6% premium including distribution fees.

What credit considerations apply to these UBS notes?

Payments depend on UBS AG’s creditworthiness. Swiss regulator FINMA can impose restructuring or write-down measures that may affect repayment.