Regulatory News:
UBS Group AG and UBS AG (NYSE:UBS) (SWX:UBSN), acting through its Stamford branch (each an "Offeror" and together the "Offerors") announce today corrected pricing terms for each series of notes included in their previously announced seven concurrent and separate offers (each, an "Offer" and collectively, the "Offers") to purchase outstanding notes of the series listed in the table below (collectively, the "Notes"). The Offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated October 30, 2025 (the "Offer to Purchase") and the accompanying notice of guaranteed delivery (the "Notice of Guaranteed Delivery"). References herein to "UBS" are references to UBS Group AG together with its consolidated subsidiaries (including UBS AG). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.
Set forth below are the applicable Reference Yields and Total Consideration for each series of Notes, as of 10:00 a.m. (Eastern time) today, November 5, 2025, in accordance with the Offer to Purchase.
Acceptance Priority
| Title of Security | CUSIP/ISIN | Issuer | First Par Call Date (2) | Maturity Date | Principal Amount Outstanding
| Reference Security(3) | Reference Security Yield | Fixed Spread
(3) | Bloomberg Reference Page | Total Consideration (2)(3) | |
1 | 7.500% Senior Notes due 2028 | 22550L2M2 US22550L2M24 | UBS AG(4) | N/A | February 15, 2028 | $2,500 | 3.50% UST due 10/15/28 | 3.610% | 20 bps | FIT1 | $1,079.51 | |
2 | 5.000% Senior Notes due 2027 | 22550L2K6 US22550L2K67 | UBS AG(4) | N/A | July 9, 2027 | $1,192.45 | 3.50% UST due 10/31/27 | 3.596% | 10 bps | FIT1 | $1,020.91 | |
3 | 9.016% Fixed Rate/Floating Rate Senior Callable Notes due 2033 | 144A: 225401BB3 US225401BB38 Reg S: H3698DDW1 USH3698DDW14 | UBS Group AG(5) | November 15, 2032 | November 15, 2033 | $2,000 | 4.25% UST due 08/15/35 | 4.126%(6) | 40 bps | FIT1 | $1,267.52(6) | |
4 | 6.537% Fixed Rate/Floating Rate Senior Callable Notes due 2033 | 144A: 225401AZ1 US225401AZ15; Reg S: H3698DDS0 USH3698DDS02 | UBS Group AG(5) | August 12, 2032 | August 12, 2033 | $3,000 | 4.25% UST due 08/15/35 | 4.126%(6) | 40 bps | FIT1 | $1,115.96(6) | |
5 | 7.750% Fixed Rate Reset Senior Callable Notes due 2029 | Reg S ISIN: CH1214797172 | UBS Group AG(5) | March 1, 2028 | March 1, 2029 | €3,000 | 0.50% DBR due 02/15/28 | 1.970% | 65 bps | FIT GE1-3 | €1,113.45 | |
6 | 6.442% Fixed Rate/Floating Rate Senior Callable Notes due 2028 | 144A: 225401AV0 US225401AV01; Reg S: H3698DDN1 USH3698DDN15 | UBS Group AG(5) | August 11, 2027 | August 11, 2028 | $1,750 | 3.75% UST due 08/15/27 | 3.621% | 50 bps | FIT4 | $1,038.96 | |
7 | 4.282% Senior Notes due 2028 | 144A: 225401AC2 US225401AC20; Reg S: H3698DAR5 USH3698DAR55 | UBS Group AG(5) | January 9, 2027 | January 9, 2028 | $2,250 | 4.00% UST due 01/15/27 | 3.682% | 30 bps | FIT4 | $1,003.36 | |
(1) | Notes of series with Acceptance Priority Levels of 1 6 that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase. UBS has not accepted any Notes with Acceptance Priority Level 7 and will promptly return all validly tendered Notes of such series to the respective tendering Holders. | |
(2) | For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration (as defined below) was performed to the par call date. For each series of Notes in respect of which a par call date is not indicated, the calculation of the applicable Total Consideration was performed to the maturity date. See Annex A to the Offer to Purchase for an overview of the calculation of the Total Consideration with respect to the Notes. | |
(3) | The total consideration for each series of Notes (such consideration, the "Total Consideration") payable per each $1,000 or €1,000 principal amount of such series of Notes validly tendered for purchase is based on the fixed spread specified in the table above for such series of Notes, plus the yield of the reference security specified in the table above for that series as quoted on the Bloomberg reference page specified in the table above as of 10:00 a.m. (Eastern time) on November 5, 2025. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration. | |
(4) | Originally issued by Credit Suisse AG, acting through its New York branch. On May 31, 2024, Credit Suisse AG merged into UBS AG and, by operation of law, UBS AG assumed Credit Suisse AG's obligations as issuer under the terms and conditions applicable to this series of Notes. Effective June 12, 2024, UBS AG designated its Stamford branch (in place of its New York branch) as the branch through which UBS AG acts as issuer of this series of Notes. | |
(5) | Originally issued by Credit Suisse Group AG. On June 12, 2023, Credit Suisse Group AG merged into UBS Group AG and, by operation of law, UBS Group AG assumed Credit Suisse Group AG's obligations as issuer under the terms and conditions applicable to this series of Notes. | |
(6) | Corrected Reference Security Yield and Total Consideration. The Total Consideration specified in the table above replaces the Total Consideration stated in UBS's announcement on November 6, 2025 of the results of the Offers. |
The Offers expired at 5:00 p.m. (Eastern time) on November 5, 2025 (the "Expiration Date"). The Initial Settlement Date for an Offer of any Notes accepted for purchase by the applicable Offeror, will be November 7, 2025 (the "Initial Settlement Date"). On November 6, 2025, UBS announced that overall, $7,668,817,115 combined aggregate principal amount of Notes have been accepted for purchase (excluding Notes delivered pursuant to the Guaranteed Delivery Procedures). The Maximum Purchase Condition (after giving effect to the increase announced on November 6, 2025) has been satisfied with respect to the Offers in respect of the series of Notes with Acceptance Priority Levels of 1 6. Accordingly, all Notes of those series that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase. UBS has not accepted any Notes with Acceptance Priority Level 7 (as indicated in the table above) and will promptly return all validly tendered Notes of such series to the respective tendering Holders.
In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Initial Settlement Date. The Accrued Coupon Payment in respect of Notes accepted for purchase will be calculated in accordance with the terms of such Notes. For the avoidance of doubt, interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers and Holders whose Notes are tendered pursuant to the Guaranteed Delivery Procedures and are accepted for purchase will not receive payment in respect of any interest for the period from and including the Initial Settlement Date.
The Offerors have retained UBS Investment Bank, as Dealer Manager for the Offers. D.F. King Co., Inc. is the Information Agent for the Offers and Tender Agent for the USD Offers. UBS AG is the Tender Agent for the EUR Offer. Questions regarding the terms of the Offers may be directed to UBS Investment Bank at (833) 690-0971 (toll-free), (212) 882-5723 (collect) or +44 20 7568 1121 and by email at americas-lm@ubs.com or ol-liabilitymanagement-eu@ubs.com.
Disclaimer
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers were made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase. None of UBS, the Dealer Managers, any fiscal agent, any paying agent or any trustee, as applicable, the Tender Agents or the Information Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Offers, or any recommendation as to whether Holders should tender their Notes for purchase pursuant to the Offers.
In making a decision regarding the Offers, Holders must rely on their own examination of the Offerors and the terms of the Offers, including the merits and risks involved. Holders should not consider any information in the Offer to Purchase to be legal, business or tax advice. Holders should consult their own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of an acceptance of the Offers. This release may contain statements that constitute "forward-looking statements," within the meaning of applicable securities laws. While these forward-looking statements represent UBS's judgments and future expectations concerning the development of UBS, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from UBS's expectations. For a discussion of the risks and uncertainties that may affect UBS please refer to the "Risk Factors" and other sections of UBS Group AG's and UBS AG's most recent Annual Report on Form 20-F, quarterly reports and other information furnished to or filed with the US Securities and Exchange Commission on Form 6-K. UBS is not under any obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
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Contacts:
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