ETRACS Whitney US Critical Techs ETN SEC Filings

UBS AG London Branch plans to issue Contingent Income Auto-Callable Securities maturing on or about 30 June 2028 that reference the common stock of Talen Energy Corporation (TLN UW).

The $1,000-denominated notes offer a quarterly contingent coupon of $39.75 (15.90% p.a.) if, on a determination date, TLN’s closing price is at or above the 50% downside threshold. The same test also applies at maturity. If the underlying closes at or above its 100% call threshold on any quarterly observation date (other than the final one), UBS will redeem the notes early for par plus the current coupon.

Principal is not protected. Should the final price fall below the 50% threshold, investors receive only the cash value (initial price × exchange ratio), suffering a one-for-one loss beyond that point; a total loss is possible if TLN falls 100%. Hypothetical tables illustrate that a 51% drop would cut principal to $490.

The notes are unsecured, unsubordinated UBS debt; all payments depend on UBS’s creditworthiness. Estimated initial value is $921.90-$951.90, implying up-front fees of roughly 5-8%. They will not be listed, and secondary liquidity is expected to be limited.

Main risks highlighted include credit risk, market risk tied to a single equity with limited trading history, early-call uncertainty, potential conflicts of interest in hedging, and uncertain U.S. tax treatment.

Investors should review the preliminary pricing supplement, product supplement, and prospectus on the SEC website before investing.

UBS AG is offering Trigger Autocallable Contingent Yield Notes (“the Notes”) linked to the worst performer among Palantir Technologies (PLTR), Super Micro Computer (SMCI) and Tesla (TSLA). The three-year securities are unsecured, unsubordinated debt of UBS AG and expose holders to both issuer credit risk and the market risk of each individual share.

Income potential. Investors may receive a contingent coupon of 23.00% per annum (paid monthly at $19.1667 per $1,000) if, on any observation date, every underlying closes at or above its 50 % coupon barrier. Missed coupons “accumulate” under a memory feature and are paid on the next observation date that satisfies the barrier test.

Automatic call. Starting 12 months after issuance, the Notes will be redeemed at par plus any due coupons if, on an observation date, all underlyings close at or above their call threshold (100 % of initial level). Early redemption limits upside but mitigates downside duration.

Maturity scenarios.

• If no automatic call occurs and no “threshold event” occurs at final valuation (each share ≥100 % upper barrier or the worst share ≥50 % downside threshold), investors receive full principal.
• If a threshold event occurs (each share <100 % upper barrier and at least one share <50 % downside threshold), principal is reduced by the negative return of the worst performer, potentially to zero.

Key terms.

• Principal: $1,000 per Note
• Trade / Settle: 3 Jul 2025 / 9 Jul 2025
• Final Valuation / Maturity: 3 Jul 2028 / 7 Jul 2028
• Coupon & downside barriers: 50 % of initial for each share
• Call threshold & upper barrier: 100 % of initial for each share
• Estimated initial value: $911.50 – $941.50 (91.15 %–94.15 % of issue price)
• Issue price: $1,000; underwriting discount: $2.50

Risk highlights. 1) Full downside exposure to worst underlying if barriers are breached. 2) Concentration risk in three highly volatile technology equities. 3) Credit risk of UBS AG; no FDIC insurance. 4) Liquidity risk; Notes unlisted and market-making is discretionary. 5) Valuation premium; investors pay above UBS’ own model value. 6) Tax treatment uncertain; UBS intends to treat coupons as ordinary income.

These securities target investors comfortable with equity-like downside, complex payoff mechanics and issuer credit exposure in exchange for the potential to earn elevated contingent income.

UBS AG London Branch is offering Contingent Income Auto-Callable Securities linked to the common stock of Talen Energy Corporation (TLN UW). The notes are unsecured, unsubordinated debt that mature on or about 30 June 2028 unless called earlier. Investors receive (i) a $39.75 contingent coupon per $1,000 note (15.90% p.a.) on each quarterly determination date only if TLN’s closing price is at least 50 % of the initial price and (ii) automatic early redemption at par plus the coupon if TLN closes at or above 100 % of the initial price on any determination date other than the final one.

Key terms

• Issue price: $1,000; minimum investment one note.
• Downside threshold: 50 % of initial price; investors are fully exposed to any decline below this level at maturity.
• Payment at maturity: (a) par plus final coupon if TLN ≥ 50 %; (b) cash value equal to TLN’s final price ÷ initial price × $1,000 if TLN < 50 %, entailing up to 100 % loss of principal.
• Estimated initial value: $921.90-$951.90 (92.19-95.19 % of issue price), reflecting internal funding costs and fees.
• Total distribution fees: 2.25 % (1.75 % sales commission, 0.50 % structuring fee); issuer proceeds 97.75 % of issue price.
• Quarterly determination dates: first on 29 Sep 2025; final on 27 Jun 2028.
• Not listed on any exchange; secondary trading, if any, will be limited and may price below intrinsic value.
• All payments subject to the credit risk of UBS AG; the notes are not FDIC-insured.

The product suits investors seeking elevated income and partial downside protection but willing to accept non-payment risk, market risk below the 50 % barrier, liquidity constraints and embedded fees. Investors do not participate in any upside appreciation of TLN beyond receipt of coupons and potential early redemption.

UBS AG is offering $8,995,500 of unsubordinated, unsecured Trigger Autocallable Contingent Yield Notes due 29 June 2028. Each $10 Note is linked to the least-performing of two ETFs: the SPDR® S&P 500® ETF Trust ("SPY") and the Energy Select Sector SPDR® Fund ("XLE").

• Contingent coupon: 10.00% p.a., paid quarterly only if the closing level of each underlying is ≥ its 70% coupon barrier on the relevant observation date.
• Automatic call: From the first quarterly observation after six months, the Notes are redeemed early at par plus the coupon if both ETFs close ≥ 100% of their initial levels.
• Principal at maturity: If not called and both final levels are ≥ the 70% downside threshold, investors receive 100% of principal; otherwise repayment is reduced one-for-one with the worst-performing ETF and may be zero.
• Key reference levels (25 June 2025 trade date): SPY $607.12 / XLE $84.54. Coupon barrier & downside threshold are 70% of these figures ($424.98 and $59.18, respectively).
• Pricing: Issue price $10.00; underwriting discount $0.20; net proceeds $9.80. UBS’ estimated initial value is $9.611.
• Timeline: Trade 25 Jun 2025, settle 30 Jun 2025 (T+3); quarterly observations; final valuation 26 Jun 2028; maturity 29 Jun 2028.

Risks: Investors face full downside exposure below the 70% threshold, no participation in upside beyond coupons, potential to receive no coupons, liquidity constraints (no exchange listing), and UBS credit risk. The security is designed for investors willing to accept equity-like risk in exchange for a high conditional yield.

UBS AG is issuing $12 million of Phoenix Autocallable Buffer Notes with Memory Interest linked to Thermo Fisher Scientific Inc. (TMO) common stock, maturing 30 June 2026. These senior unsecured notes pay a contingent interest of $36.375 per $1,000 note on each scheduled interest payment date only if TMO’s closing price on the corresponding observation date is at or above the Interest Barrier of $323.50 (80 % of the $404.37 initial price). Any missed coupons “accrue” and are paid the next time the barrier is met (memory feature).

Autocall mechanism: If on any quarterly Autocall Observation Date the closing price is at or above the initial price, UBS will automatically redeem the notes at par on the next coupon date and add any due contingent interest, terminating further upside or downside exposure.

Capital protection is partial and conditional. At maturity, holders receive par only if TMO is at or above the Downside Threshold of $323.50. Otherwise investors are repaid a cash amount equal to the value of a “share delivery amount” (1,000 / 323.50 ≈ 3.09 shares) multiplied by TMO’s final price — exposing investors to 1.25 % loss for every 1 % the stock finishes below the threshold, with the potential for total loss.

Key dates: Strike 24 Jun 2025; Trade 25 Jun 2025; Settlement 30 Jun 2025; Final valuation 25 Jun 2026; Maturity 30 Jun 2026. The estimated initial value is $992.80 per note, implying an issuer margin of ~0.72 %. Issue price is $1,000; JP Morgan Securities LLC acts as placement agent, earning a $1.00 fee per $1,000 note (reduced or waived for certain fiduciary accounts).

Material risks: (1) Credit exposure to UBS AG; (2) full market risk below the 20 % buffer; (3) no guaranteed coupons; (4) secondary-market liquidity is expected to be limited as the notes will not be listed; (5) valuation and potential sale prior to maturity may be at significant discounts.

Satellogic Inc. (SATL) – Form 144 filing discloses that Hannover Holdings S.A., an affiliate shareholder, intends to sell 100,000 Class A common shares through J.P. Morgan Securities on or about 20 June 2025. The shares carry an aggregate market value of $353,720, implying a reference price of roughly $3.54 per share. Total Class A shares outstanding stand at 90.53 million, so the proposed sale represents approximately 0.11 % of the float.

The filing also details the shareholder’s recent selling activity: over the last three months, Hannover Holdings disposed of 1,628,957 shares across 14 separate transactions, realising gross proceeds of roughly $6.2 million. Taken together with the newly-noticed 100,000-share block, the investor will have sold about 1.73 million shares, equal to 1.9 % of shares outstanding.

The shares being sold were originally acquired on 25 January 2022 via the exchange of Nettar Group convertible notes in connection with the merger that created Satellogic’s current corporate structure. No gifts were involved and consideration was rendered through an asset exchange.

Under Rule 144, affiliates may sell restricted securities subject to volume, manner-of-sale and notice requirements. The seller certifies it possesses no undisclosed material adverse information about Satellogic. While the absolute size of the proposed block is modest, the continued pattern of sales by a significant holder could signal ongoing liquidity needs or portfolio rebalancing and may exert incremental selling pressure on SATL shares.

Kaltura, Inc. (KLTR) filed a Form 144 indicating a planned open-market sale of restricted stock.

• Securities to be sold: 14,828 common shares.
• Estimated value: US$29,656 (implied price ≈ $2.00 per share).
• Broker: Oppenheimer & Co., 85 Broad St., New York, NY 10004.
• Planned sale date: on or about 07/02/2025 on Nasdaq.
• Shares outstanding: 153,619,177; planned sale equals <0.01 % of float.
• Origin of shares: Restricted Stock Units acquired 01/06/2025 (526,316 units originally received).
• Recent insider activity: The filer (John Doherty) sold 17,367 shares for $29,773.62 on 04/04/2025 and 40,118 shares for $89,603.55 on 06/03/2025—57,485 shares (≈$119,377) in the past three months.

The seller certifies that no undisclosed adverse information is known and acknowledges Rule 10b5-1 representations. The proposed transaction is small relative to total shares outstanding; therefore, market impact is expected to be minimal.

Rhythm Pharmaceuticals (RYTM) Form 4 filing overview: Director Stuart A. Arbuckle reported an insider transaction dated 18 June 2025. The filing shows the conversion of 4,000 Restricted Stock Units (RSUs) into 4,000 shares of common stock, reported with transaction code "M" (exercise or conversion of derivative security).

The RSUs fully vested on 18 June 2025 and were converted at an exercise price of $0.00. Following the conversion, Arbuckle’s direct beneficial ownership increased to 7,000 common shares, while the derivative position in these RSUs is now zero.

No shares were sold in this filing, and there is no indication of additional derivative positions or 10b5-1 trading plan usage. Because the transaction involves a relatively small number of shares and carries no cash outlay, it primarily reflects administrative settlement of equity compensation rather than an open-market purchase. Nevertheless, the absence of selling activity and the increase in direct ownership can be interpreted as a modest vote of confidence by the director.

Key data points:

• Reporting person: Stuart A. Arbuckle (Director)
• Transaction date: 18 Jun 2025
• Securities acquired: 4,000 common shares via RSU conversion
• Price paid: $0.00
• Post-transaction holding: 7,000 common shares (direct)

UBS AG, London Branch is marketing Return Optimization Securities linked to the common stock of Broadcom Inc. The notes are unsecured senior obligations with an ~18-month term (Trade Date: 25 Jun 2025; Maturity: 31 Dec 2026).

Investment mechanics

• Principal: USD 10 per Security; minimum purchase USD 1,000.
• Upside: If the underlying return is positive, payout equals principal plus 2× underlying return up to a Maximum Gain of 49.20%-50.45% (final cap to be fixed on the Trade Date).
• Flat performance: If the underlying return is 0%, investors receive only the principal.
• Downside: Negative underlying return produces a 1-for-1 loss of principal; a total loss is possible.

Key structural points

• Estimated Initial Value: 92.20%-94.70% of issue price, reflecting dealer margin and funding costs.
• Settlement: T+2 at issuance; secondary trades settle T+1, requiring alternative arrangements before delivery.
• Liquidity: No assurance of active secondary market; early sales may realize less than intrinsic value and will not benefit fully from the 2× Multiplier.
• Credit exposure: Payments depend on UBS AG’s ability to pay; Securities are not FDIC-insured.

Risk disclosures emphasize potential principal loss, capped upside, secondary-market price volatility, and issuer credit risk. The SEC has neither approved nor disapproved the offering.