[144] zSpace, Inc. Common stock SEC Filing

Rhea-AI Filing Summary

UBS AG London Branch is offering Contingent Income Auto-Callable Securities linked to the common stock of Broadcom Inc. (AVGO), maturing on or about 15 July 2027. Each security has a $1,000 stated principal amount and is an unsubordinated, unsecured debt obligation of UBS, subject to the bank’s credit risk.

Coupon & Memory Feature: On each quarterly determination date, investors receive a $27.525 coupon (11.01% p.a.) only if AVGO’s closing price is at or above the 50% downside threshold. Missed coupons are not lost; they are paid later if the threshold is met on a subsequent date (memory coupon).

Auto-Call: If AVGO closes at or above its initial price (100%) on any determination date (other than the final one), the note is redeemed early at par plus the applicable coupon and any unpaid memory coupons.

Principal Repayment: • If AVGO’s final price is ≥ the 50% threshold, investors receive par plus any due coupons.
• If the final price is < 50% of the initial price, investors receive a physical delivery of AVGO shares (or cash equivalent) based on an exchange ratio, exposing them to the full downside below the threshold (maximum loss: 100% of principal).

Pricing & Fees: Issue is expected to price on 11 July 2025 and settle on 16 July 2025. Estimated initial value is $937.50-$967.50, implying 3.25-6.25% in embedded fees versus par. Selling concession/commission equals 2% of principal. The securities will not be listed on any exchange, and secondary liquidity may be limited.

Key Risks (non-exhaustive):

• No principal protection; substantial loss possible if AVGO falls >50%.
• Coupons contingent; investors may receive no income.
• Credit exposure to UBS; adverse changes in UBS credit spreads or FINMA actions could impair value.
• Limited or no secondary market; valuations may be below estimated initial value.
• Uncertain U.S. tax treatment; investors should consult advisors.

Important Documentation: Investors should review the preliminary pricing supplement, product supplement, and prospectus filed under Registration Statement No. 333-283672 for complete terms and risk factors.

Positive

• High contingent coupon of 11.01% per annum with memory feature enhances income potential if barrier conditions are met.
• 50% downside threshold provides a substantial buffer before principal becomes exposed to equity losses.
• Quarterly auto-call at 100% allows early exit at par plus coupon if AVGO performs flat or better.

Negative

• No principal protection; investors may receive AVGO shares worth substantially less than par if the 50% barrier is breached.
• Coupon payments are not guaranteed; investors could receive zero income for the entire term.
• Credit risk of UBS; repayment depends on UBS’s ability to pay and is subject to potential FINMA intervention.
• Estimated initial value 3.25-6.25% below par indicates significant built-in fees and possible negative secondary market marks.
• No exchange listing and limited liquidity may prevent investors from exiting positions at fair value before maturity.
• Uncertain U.S. tax treatment increases after-tax risk and complexity for investors.

Insights

Structured-Products Analyst

TL;DR – 11.01% memory coupon looks attractive, but 50% barrier and UBS credit risk expose investors to significant downside.

The note offers double-digit contingent income and a quarterly auto-call feature, which may appeal in a low-volatility or range-bound AVGO scenario. Because the downside barrier is set at 50% of the initial price, investors tolerate a large drawdown before principal is impaired, yet equity risk re-emerges sharply below that point due to physical settlement.

The embedded fees (3.25-6.25%) and lack of listing reduce secondary market exit value, while investors forfeit any upside above par. UBS’s BBB+/A- credit profile means spread widening or FINMA resolution powers could affect repayments. Overall, the structure suits yield-seeking investors with a moderately bullish to neutral view on AVGO and strong conviction in UBS credit, but it is neutral from a market-moving perspective.

Risk Analyst

TL;DR – High coupon masks multiple layered risks: equity, issuer credit, liquidity, and tax uncertainty.

Principal is unprotected; a 51% drop in AVGO forces investors into shares worth roughly half their outlay, with further downside uncapped. Because coupons are contingent, total return could be negative even without barrier breach. UBS retains discretion to hedge and adjust terms, creating conflicts of interest. The estimated initial value well below issue price highlights substantial upfront costs. Absence of an exchange and potential wide bid/ask spreads amplify liquidity risk. Tax treatment remains unsettled for prepaid derivative notes, adding complexity for U.S. taxable accounts. Given these factors, the offering is not materially positive or negative for UBS shareholders but demands careful suitability analysis for note purchasers.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	1296	3918.07	22881681	07/09/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/08/2025	Restricted Stock Vesting	Issuer			1296	07/08/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Paul Kellenberger 55 Nicholson Lane San Jose CA 95134	Common	07/03/2025	1328	3995.95
Paul Kellenberger 55 Nicholson Lane San Jose CA 95134	Common	07/07/2025	1382	4074.00
Paul Kellenberger 55 Nicholson Lane San Jose CA 95134	Common	07/08/2025	1324	3919.70

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the annual coupon rate on the UBS Contingent Income Auto-Callable Securities?

The securities pay a $27.525 quarterly coupon, equivalent to 11.01% per annum, only if the underlying closes at or above the 50% downside threshold.

When can the securities be called prior to maturity?

Early redemption occurs on any quarterly determination date when AVGO’s closing price is at or above 100% of the initial price; investors then receive par plus due coupons.

What happens if Broadcom stock falls more than 50% at maturity?

Investors receive a quantity of AVGO shares (or cash equivalent) based on the exchange ratio, potentially resulting in significant or total loss of principal.

Are the notes listed on an exchange for secondary trading?

No. The securities will not be listed on any exchange or electronic network, and secondary market liquidity may be limited.

How does the estimated initial value compare with the $1,000 issue price?

UBS estimates an initial value of $937.50–$967.50 per note, reflecting embedded fees of approximately 3.25–6.25%.

What key risks should investors consider before purchasing these securities?

No principal protection, contingent coupons, UBS credit exposure, limited liquidity, and uncertain U.S. tax treatment are among the primary risks disclosed.