ETRACS Whitney US Critical Techs ETN SEC Filings

UBS AG is offering one-year “Capped Buffer Securities” linked to the S&P 500 Index, maturing on or about 6 August 2026. The $1,000-denominated notes are unsecured senior obligations of UBS AG London Branch. Investors receive:

• Upside: at maturity you earn the lesser of the S&P 500 return or the minimum 11.15% maximum gain, capping the total payment at ≥ $1,111.50 per note.
• Downside buffer: first 15% loss is absorbed. If the index declines more than 15%, principal is reduced 1-for-1 beyond the buffer (e.g., a 30% drop produces a 15% loss).
• Contingent principal protection: full $1,000 is repaid if the final index level is ≥ 85% of the initial level, even if the index is flat or negative.

Key terms include a trade date of 31 July 2025, settlement on 5 August 2025 (T+3), final valuation on 3 August 2026 and maturity on 6 August 2026. Estimated initial value is $961.20–$991.20, below the $1,000 issue price, reflecting dealer discount ($5), hedging and funding costs. UBS Securities LLC will make a secondary market on a best-efforts basis but the notes will not be exchange-listed.

Material risks highlighted include: (i) credit risk of UBS AG; (ii) capped upside versus direct equity exposure; (iii) loss of principal below the downside threshold; (iv) no periodic coupons or dividends; (v) limited or illiquid secondary trading; (vi) potential conflicts of interest in pricing and hedging; and (vii) uncertain U.S. tax treatment (prepaid derivative characterization assumed).

Target investors are those comfortable with equity-linked risk, able to hold to maturity, seeking limited upside in exchange for a 15% buffer, and willing to accept UBS credit exposure.

Nomura Holdings, Inc. (NYSE: NMR) filed a Form 6-K with the U.S. SEC that primarily furnishes exhibits related to prospective U.S. dollar-denominated debt offerings. The filing attaches:

• $1.0 billion 7.000% Fixed-Rate Resetting Perpetual Subordinated Debt Securities – governed by a newly executed perpetual subordinated indenture with Citibank, N.A. as trustee.
• $750 million 4.904% Senior Fixed-Rate Notes due 2030.
• $500 million 5.491% Senior Fixed-Rate Notes due 2035.
• Legal opinions from Sullivan & Cromwell LLP and Anderson Mori & Tomotsune covering validity and enforceability of each security.

The exhibits are incorporated by reference into Nomura’s effective shelf registration statement on Form F-3 (No. 333-283915) filed 19 Dec 2024, enabling the company to issue up to $2.25 billion of new debt under the program when market conditions are favorable. No financial results, earnings guidance, or transaction pricing details beyond coupon, tenor and principal amount are provided. The filing is procedural, but it signals management’s intent to bolster liquidity and optimize its capital structure through a mix of senior and subordinated instruments that can qualify as additional Tier 1 capital under Basel standards.

UBS AG is marketing an unsubordinated, unsecured structured note titled Buffer Autocallable GEARS linked to an unequally-weighted basket of five non-U.S. equity indices: EURO STOXX 50® (40%), Nikkei 225® (25%), FTSE 100® (17.5%), Swiss Market Index (10%) and S&P/ASX 200 (7.5%). The note is expected to price on 16 July 2025, settle on 18 July 2025 and mature on 20 July 2028, unless automatically called.

Automatic call. If on the single observation date (23 July 2026) the basket closes at or above the Autocall Barrier (100% of initial level), investors receive the Call Price of $11 per $10 note—equivalent to a 10% return—and the instrument terminates.

Payoff at maturity (if not called).

• Positive basket return: principal plus the basket return multiplied by upside gearing of 1.85 to 2.10.
• Zero or negative basket return with final level ≥ Downside Threshold (90%): return of principal only.
• Final level < Downside Threshold: loss of principal beyond the 10% buffer on a 1-for-1 basis; in extreme declines investors could lose almost all capital.

Key economic terms. Call return 10%; buffer 10%; minimum investment 100 notes ($1,000). Estimated initial value: $9.43 – $9.73 versus $10 issue price, reflecting dealer discount, hedging and funding costs.

Risk highlights. The note pays no coupons, offers limited upside if called, carries full issuer credit risk, lacks exchange listing and may trade at a substantial discount in secondary markets. All payments depend on UBS’s ability to pay.

UBS AG is offering $1,195,000 of one-year, unsecured Capped Buffer Securities linked to the S&P 500 Index, maturing July 7, 2026. Investors pay $1,000 per note and receive: (i) at maturity, principal plus the lesser of the Index’s positive return or a 15.05% maximum gain; (ii) principal back if the Index is flat or down but not below the 90% downside threshold; or (iii) a loss of principal, buffered only for the first 10%, if the Index falls below that threshold.

The notes do not pay interest, dividends or provide voting rights. Repayment is wholly dependent on UBS’s credit; the estimated initial value is $997.30, below the $1,000 issue price, reflecting dealer compensation and hedging costs. UBS Securities LLC receives a $5 underwriting discount per note and may make a secondary market, but the securities will not be exchange-listed and may trade at a substantial discount before maturity.

Key investor considerations:

• Upside capped at 15.05% despite unlimited potential of the S&P 500.
• 10% buffer offers limited protection; losses accelerate below the 90% threshold and could approach total loss.
• Liquidity risk: secondary trading is solely at dealer discretion; bid–ask spreads may be wide.
• Credit risk: notes are senior unsecured obligations of UBS AG; any UBS default or regulatory resolution action (FINMA) could erase value.
• Tax treatment uncertain; UBS will treat the notes as prepaid derivatives, but IRS could disagree.

The issue is modest in size, providing immaterial funding for UBS but a niche, risk-profiled alternative for investors seeking limited upside to the S&P 500 with partial downside protection over 12 months.

UBS AG is marketing an unsubordinated, unsecured structured note—Buffer Autocallable GEARS—linked to the S&P 500 Index and scheduled to mature on or about 20 July 2028. The $10-denominated securities offer a single observation date (22 July 2026). If on that date the index closes at or above the Autocall Barrier (100 % of the Initial Level), the notes are automatically redeemed for the Call Price equal to principal plus an 8.00 % per-annum call return (≈ $10.80), capping the upside at year 1.

If not called, investors remain exposed for the full 3-year term. At maturity they receive: (i) principal plus the Underlying Return × Upside Gearing (1.18 – 1.38) if the index appreciates; (ii) full principal back if the index is flat or down but still at or above the Downside Threshold (90 % of Initial Level); or (iii) a loss matching index decline beyond the 10 % Buffer if the final level falls below the threshold, with a potential loss of nearly all capital.

Key commercial terms include a $1,000 minimum investment (100 notes), an expected settlement on 18 July 2025 (T+3), and an estimated initial value of $9.44 – $9.74, reflecting underwriting discount, hedging and funding costs built into the $10 issue price. The product pays no coupons, is not listed on any exchange, and secondary liquidity is expected to be limited and dealer-driven.

Material risks highlighted encompass market risk on the S&P 500, credit exposure to UBS AG, potential bail-in under Swiss banking resolution powers, price/value discrepancies in the secondary market, tax uncertainty, and an automatic-call feature that restricts upside participation to one year while introducing reinvestment risk.

The notes may appeal to investors who (1) expect the S&P 500 to stay at or above current levels in 12 months, (2) desire enhanced but capped return potential with a 10 % buffer, and (3) are comfortable with UBS credit and liquidity risk. Conversely, they may be unsuitable for investors seeking full principal protection, uncapped equity upside, current income, or readily tradable securities.

UBS AG is offering one-year Capped Buffer Securities linked to the price return of the S&P 500® Index (SPX) maturing on or about 6 August 2026. The notes are unsecured, unsubordinated obligations of UBS AG London Branch and expose investors to both market risk on SPX and issuer credit risk. Key economic terms will be fixed on the 31 July 2025 trade date:

• Principal: $1,000 per Security
• Maximum Gain: at least 13.45%, capping total repayment at ≥ $1,134.50
• Buffer / Downside Threshold: 10% buffer; loss begins if SPX declines more than 10% from the initial level (threshold = 90% of initial)
• Payment at Maturity:
  • Positive SPX return → principal × (1 + lesser of SPX return or max gain)
  • 0% ≥ SPX return ≥ –10% → full principal repayment
  • SPX return < –10% → principal × [1 + (SPX return + 10%)] resulting in loss beyond buffer
• Estimated Initial Value: $961.30 – $991.30, below the $1,000 issue price due to dealer discount ( $5) and structuring costs.
• Settlement: T+3 (5 Aug 2025); © SPX close on 3 Aug 2026 determines payout.

Investor considerations. The Securities do not pay periodic interest, are not listed on any exchange, and UBS Securities LLC is under no obligation to make a secondary market. Investors forgo SPX dividends and face the risk of significant loss if SPX falls more than 10%. Because the product is debt of UBS AG, any payment is subject to the bank’s creditworthiness; Swiss regulator FINMA resolution powers could impose write-down or conversion of the notes.

Key risks flagged by UBS include potential loss of almost the entire principal, limited upside due to the cap, liquidity constraints, price discrepancies versus internal valuation, and uncertain U.S. tax treatment (intended to be prepaid derivatives).

Use of proceeds & distribution. UBS Securities LLC purchases the notes at a $5 discount and may re-allow the full amount to third-party dealers; this creates a FINRA Rule 5121 conflict. Proceeds go to general corporate purposes.

Suitability profile. The offering targets investors who understand structured products, can tolerate equity downside beyond 10%, seek capped exposure over ~12 months, and are comfortable with UBS credit risk.

UBS AG London Branch is offering $1.13 million of Trigger Autocallable Contingent Yield Notes linked to the common stock of Micron Technology, Inc. (MU), maturing 6 July 2028. The notes are unsubordinated, unsecured obligations of UBS and carry the full credit risk of the issuer.

• Contingent coupon: 17.90% p.a. (monthly $14.9167) paid only if MU’s closing level is ≥ the Coupon Barrier of $86.28 (70% of the $123.25 Initial Level) on the relevant observation date.
• Automatic call: Quarterly, beginning after 6 months, if MU closes ≥ the Call Threshold of $123.25 (100% of Initial). Early redemption returns principal plus any due coupon.
• Principal repayment: If not called and MU ≥ the Downside Threshold of $73.95 (60% of Initial) on 30 Jun 2028, investors receive full principal; otherwise they receive 8.1136 MU shares per note (plus cash for fractional), exposing holders to the full decline below Initial Level.
• Issue economics: Issue price $1,000; estimated initial value $969.80 (reflects internal funding rate, hedging and selling costs). Underwriting discount $25 and structuring fee $5 per note reduce investor value.
• Liquidity / listing: The notes will not be listed; secondary market making is discretionary by UBS Securities LLC. Expected settlement T+3 (3 Jul 2025).
• Risk highlights: potential loss of all capital, high single-stock volatility, no dividend participation, contingent coupons not guaranteed, reinvestment and liquidity risk, and full credit exposure to UBS. Swiss bank resolution regime could impose write-downs or conversion to equity in stress.

Key dates: Trade 30 Jun 2025, first coupon obs. 30 Jul 2025, first call obs. 30 Dec 2025, maturity 6 Jul 2028.

Overall, the structure exchanges upside in MU for a high conditional yield, but embeds significant market, issuer-credit and liquidity risk, with breakeven dependent on MU maintaining at least 70% of its initial price on monthly observations and at least 60% at final valuation.

UBS AG is offering $7.69 million of Trigger Autocallable Contingent Yield Notes linked to the common stock of Coinbase Global, Inc. (COIN). The three-year notes pay a contingent coupon of 18.76% p.a. (quarterly $46.90 per $1,000 face) only when COIN closes at or above the Coupon Barrier of 50 % of the Initial Level ($175.25). On any quarterly Observation Date prior to maturity, if COIN closes at or above the Call Threshold of 100 % of the Initial Level ($350.49) the notes are automatically called and the investor receives par plus the applicable coupon.

If the notes are not called, principal is protected only when the Final Level is at or above the Downside Threshold (also 50 % of the Initial Level). Should COIN finish below this threshold, repayment equals $1,000 × (1 + Underlying Return), creating one-for-one downside exposure and the potential for total loss of principal.

The issue price is $1,000, but UBS estimates the initial economic value at $973.90, reflecting dealer discount ($20), hedging and funding costs. The notes are unsecured, unsubordinated obligations of UBS AG London Branch and are not FDIC-insured. They will not be listed on an exchange, and secondary market liquidity, if any, will be provided on a best-efforts basis by UBS Securities LLC, which may quote below the economic value after an initial six-month premium period.

• Trade date: 30 Jun 2025  |  Settlement: 3 Jul 2025 (T+3)
• Final valuation: 30 Jun 2028  |  Maturity: 6 Jul 2028
• CUSIP / ISIN: 90308V6N6 / US90308V6N69

Key risks include credit exposure to UBS, potential loss of all principal, COIN’s high volatility and limited trading history, lack of dividends, illiquidity, and uncertain tax treatment. Investors should be prepared to hold to maturity, tolerate COIN-level downside, and forgo dividend participation.

UBS AG is offering $7.69 million of Trigger Autocallable Contingent Yield Notes linked to the common stock of Coinbase Global, Inc. (COIN). The three-year notes pay a contingent coupon of 18.76% p.a. (quarterly $46.90 per $1,000 face) only when COIN closes at or above the Coupon Barrier of 50 % of the Initial Level ($175.25). On any quarterly Observation Date prior to maturity, if COIN closes at or above the Call Threshold of 100 % of the Initial Level ($350.49) the notes are automatically called and the investor receives par plus the applicable coupon.

If the notes are not called, principal is protected only when the Final Level is at or above the Downside Threshold (also 50 % of the Initial Level). Should COIN finish below this threshold, repayment equals $1,000 × (1 + Underlying Return), creating one-for-one downside exposure and the potential for total loss of principal.

The issue price is $1,000, but UBS estimates the initial economic value at $973.90, reflecting dealer discount ($20), hedging and funding costs. The notes are unsecured, unsubordinated obligations of UBS AG London Branch and are not FDIC-insured. They will not be listed on an exchange, and secondary market liquidity, if any, will be provided on a best-efforts basis by UBS Securities LLC, which may quote below the economic value after an initial six-month premium period.

• Trade date: 30 Jun 2025  |  Settlement: 3 Jul 2025 (T+3)
• Final valuation: 30 Jun 2028  |  Maturity: 6 Jul 2028
• CUSIP / ISIN: 90308V6N6 / US90308V6N69

Key risks include credit exposure to UBS, potential loss of all principal, COIN’s high volatility and limited trading history, lack of dividends, illiquidity, and uncertain tax treatment. Investors should be prepared to hold to maturity, tolerate COIN-level downside, and forgo dividend participation.