July 2025

Pricing Supplement

Dated July 25, 2025

Registration Statement No. 333-283672

Filed pursuant to Rule 424(b)(2)

(To Prospectus dated February 6, 2025 and Product Supplement dated February 6, 2025)

Structured Investments

Opportunities in U.S. Equities

Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

$2,978,000 Based on the worst performing of the shares of The Energy Select Sector SPDR® Fund, the shares of The Industrial Select Sector SPDR® Fund and the shares of The Consumer Discretionary Select Sector SPDR® Fund

UBS AG Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period (the “securities”) are unsubordinated, unsecured debt obligations issued by UBS AG (“UBS” or the “issuer”) linked to the worst performing of the shares of The Energy Select Sector SPDR® Fund, the shares of The Industrial Select Sector SPDR® Fund and the shares of The Consumer Discretionary Select Sector SPDR® Fund (each an “underlying fund” and together the “underlying funds”). If the closing price of each underlying fund is equal to or greater than its coupon barrier on the applicable coupon observation date, UBS will pay you a contingent coupon on the corresponding coupon payment date. If the closing price of any underlying fund is less than its coupon barrier on the applicable coupon observation date, no contingent coupon will be paid on the corresponding coupon payment date. UBS may elect, on or before any applicable coupon observation date (other than first coupon observation date and the final valuation date), to call the securities at its discretion in whole, but not in part (an “issuer call”), on the coupon payment date corresponding to such coupon observation date (the “call settlement date”), regardless of the closing prices of the underlying funds on such coupon observation date. If UBS elects to call the securities prior to maturity, UBS will pay you on the call settlement date a cash payment per security equal to the stated principal amount plus any contingent coupon otherwise due, and no further payments will be made on the securities. If UBS does not elect to call the securities and the final price of each underlying fund is equal to or greater than its trigger level, UBS will pay you a cash payment per security at maturity equal to the stated principal amount, in addition to any contingent coupon otherwise due. If, however, UBS does not elect to call the securities and the final price of any underlying fund is less than its trigger level, UBS will pay you less than the full stated principal amount per security, if anything, at maturity, resulting in a loss on your initial investment that is proportionate to the percentage decline of the underlying fund with the largest percentage decline from its initial price to its final price (the “worst performing underlying fund”) over the term of the securities and you will lose a significant portion or all of your initial investment. The securities are for investors who are willing to risk their principal and seek interest at a potentially above-market rate in exchange for the risk of receiving few or no contingent coupons if the closing price of any underlying fund is less than its coupon barrier on one or more coupon observation dates and the risk of an early call at UBS’ discretion. Investing in the securities involves significant risks. You will lose a significant portion or all of your initial investment if UBS does not elect to call the securities and the final price of any underlying fund is less than its trigger level. The securities will not pay a contingent coupon on a coupon payment date if the closing price of any underlying fund is less than its coupon barrier on the corresponding coupon observation date. UBS may elect to call the securities at its discretion regardless of the performance of the underlying funds. Higher contingent coupon rates are generally associated with a greater risk of loss. Investors will not participate in any appreciation of any of the underlying funds. The contingent repayment of principal only applies if you hold the securities until the call settlement date or the maturity date, as applicable. Any payment on the securities, including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its payment obligations you may not receive any amounts owed to you under the securities and you could lose all of your initial investment.


SUMMARY TERMS
Issuer:	UBS AG London Branch
Underlying funds:	Shares of The Energy Select Sector SPDR® Fund (Bloomberg Ticker: “XLE UP”) Shares of The Industrial Select Sector SPDR® Fund (Bloomberg Ticker: “XLI UP”) Shares of The Consumer Discretionary Select Sector SPDR® Fund (Bloomberg Ticker: “XLY UP”)
Aggregate principal amount:	$2,978,000
Stated principal amount:	$1,000 per security
Issue price:	$1,000 per security (see “Commissions and issue price” below)
Term:	Approximately 24 months, unless called earlier.
Trade date:	July 25, 2025
Settlement date:	July 30, 2025 (3 business days after the trade date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities in the secondary market on any date prior to one business day before delivery of the securities will be required, by virtue of the fact that each security initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade.
Maturity date:	July 29, 2027, subject to postponement for certain market disruption events and as described under “General Terms of the Securities — Market Disruption Events” and “— Payment Dates — Maturity Date” in the accompanying product supplement.
Issuer call feature:	UBS may elect, on or before any coupon observation date (other than the first coupon observation date and the final valuation date), to call the securities at its discretion in whole, but not in part (an “issuer call”), on the coupon payment date corresponding to such coupon observation date (the “call settlement date”), regardless of the closing prices of the underlying funds on such coupon observation date.
Issuer call amount:	If UBS elects to call the securities, UBS will pay you on the call settlement date a cash payment per security equal to the stated principal amount plus any contingent coupon otherwise due, and no further payments will be made on the securities.
Contingent coupon:	●If the closing price of each underlying fund is equal to or greater than its coupon barrier on the applicable coupon observation date (including the final valuation date), UBS will pay you a contingent coupon of $26.15 (equivalent to 10.46% per annum of the stated principal amount) per security on the corresponding coupon payment date. ●If the closing price of any underlying fund is less than its coupon barrier on the applicable coupon observation date, the contingent coupon for that coupon observation date will not accrue or be payable and UBS will not make any payment to you on the corresponding coupon payment date. The contingent coupon is a fixed amount based upon equal quarterly installments at the contingent coupon rate. Contingent coupons on the securities are not guaranteed. UBS will not pay you the contingent coupon for any coupon observation date on which the closing price of any underlying fund is less than its coupon barrier.
Contingent coupon rate:	The contingent coupon rate is 10.46% per annum.
Coupon observation dates:	October 27, 2025, January 26, 2026, April 27, 2026, July 27, 2026, October 26, 2026, January 25, 2027, April 26, 2027 and July 26, 2027, subject to postponement for non-trading days and certain market disruption events (as described under “General Terms of the Securities — Valuation Dates”, “ — Final Valuation Date” and “— Market Disruption Events” in the accompanying product supplement). We also refer to July 26, 2027 as the final valuation date. References in the accompanying product supplement to one or more “valuation dates” shall mean the coupon observation dates for purposes of the market disruption event provisions in the accompanying product supplement.
Coupon payment dates:	October 30, 2025, January 29, 2026, April 30, 2026, July 30, 2026, October 29, 2026, January 28, 2027, April 29, 2027 and the maturity date, subject to postponement for non-business days and as described under “General Terms of the Securities — Payment Dates” and “— Maturity Date” in the accompanying product supplement. References in the accompanying product supplement to one or more “payment dates” shall mean the coupon payment dates for purposes of the market disruption event provisions in the accompanying product supplement.
Payment at maturity:	●If UBS does not elect to call the securities and the final price of each underlying fund is equal to or greater than its trigger level, UBS will pay you a cash payment per security on the maturity date equal to the stated principal amount of $1,000 plus any contingent coupon otherwise due on the maturity date. ●If UBS does not elect to call the securities and the final price of any underlying fund is less than its trigger level, UBS will pay you a cash payment per security on the maturity date that is significantly less than the stated principal amount, if anything, equal to: $1,000 × (1 + Underlying Return of the Worst Performing Underlying Fund) You will lose a significant portion or all of your initial investment if UBS does not elect to call the securities and the final price of any underlying fund is less than its trigger level.
Underlying return:	With respect to each underlying fund, the quotient, expressed as a percentage, of the following formula: Final Price – Initial Price Initial Price
Worst performing underlying fund:	The underlying fund with the lowest underlying return as compared to any other underlying fund.
Final price:	The closing price of each underlying fund on the final valuation date, as determined by the calculation agent.
Initial price*:	$87.10, which is the closing price of the shares of The Energy Select Sector SPDR® Fund on the trade date $154.99, which is the closing price of the shares of The Industrial Select Sector SPDR® Fund on the trade date $224.87, which is the closing price of the shares of The Consumer Discretionary Select Sector SPDR® Fund on the trade date
Coupon barrier*:	$60.97, which is equal to 70% of its initial price of the shares of The Energy Select Sector SPDR® Fund $108.49, which is equal to 70% of its initial price of the shares of The Industrial Select Sector SPDR® Fund $157.41, which is equal to 70% of its initial price of the shares of The Consumer Discretionary Select Sector SPDR® Fund
Trigger level*:	$60.97, which is equal to 70% of its initial price of the shares of The Energy Select Sector SPDR® Fund $108.49, which is equal to 70% of its initial price of the shares of The Industrial Select Sector SPDR® Fund $157.41, which is equal to 70% of its initial price of the shares of The Consumer Discretionary Select Sector SPDR® Fund
CUSIP/ISIN:	90309KHH0 / US90309KHH05
Listing:	The securities will not be listed or displayed on any securities exchange or electronic communications network.
Calculation agent:	UBS Securities LLC
Commissions and issue price:	Price to Public(1)	Fees and Commissions(1)	Proceeds to Issuer
Per security:	100.00%	1.75%(a)	97.75%
		+ 0.50%(b)

		2.25%
Total:	$2,978,000.00	$67,005.00	$2,910,995.00

* As may be adjusted in the case of certain adjustment events as described under “General Terms of the Securities — Antidilution Adjustments for Securities Linked to an Underlying Equity or Equity Basket Asset”, “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” and “— Delisting of, Suspension of Trading in, or Change in Law Affecting, an Underlying Equity” in the accompanying product supplement

(1)UBS Securities LLC has agreed to purchase from UBS AG the securities at the price to public less a fee of $22.50 per $1,000.00 stated principal amount of securities. UBS Securities LLC has agreed to resell all of the securities to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”) at an underwriting discount which reflects:

(a)a fixed sales commission of $17.50 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells and

(b)a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells,

each payable to Morgan Stanley Wealth Management. See “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any)”.

The estimated initial value of the securities as of the trade date is $966.10. The estimated initial value of the securities was determined as of the close of the relevant markets on the date hereof by reference to UBS’ internal pricing models, inclusive of the internal funding rate. For more information about secondary market offers and the estimated initial value of the securities, see “Risk Factors — Estimated Value Considerations” and “— Risks Relating to Liquidity and Secondary Market Price Considerations” beginning on page 14 of this document. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11 herein and “Risk Factors” beginning on page PS-9 of the accompanying product supplement.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this document, the accompanying product supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense. The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. You should read this document together with the accompanying product supplement and the accompanying prospectus, each of which can be accessed via the hyperlinks below, before you decide to invest.

Product supplement dated February 6, 2025

Prospectus dated February 6, 2025

Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Investment Summary

The Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027 based on the worst performing of the shares of The Energy Select Sector SPDR® Fund, the shares of The Industrial Select Sector SPDR® Fund and the shares of The Consumer Discretionary Select Sector SPDR® Fund, which we refer to as the securities, provide an opportunity for investors to earn a contingent coupon, which will be an amount equal to $26.15 (equivalent to 10.46% per annum of the stated principal amount) per security, but only if the closing price of each underlying fund is equal to or greater than 70% of its respective initial price, which we refer to as its coupon barrier, on the applicable coupon observation date. The contingent coupon, if any, will be payable on the corresponding coupon payment date. It is possible that the closing prices of one or more of the underlying funds could remain below their respective coupon barriers for extended periods of time or even throughout the term of the securities so that you may receive few or no contingent coupons.

If the closing price of any underlying fund is less than its coupon barrier on the applicable coupon observation date, the contingent coupon for that coupon observation date will not accrue or be payable and UBS will not make any payment to you on the corresponding coupon payment date. UBS may elect, on or before any applicable coupon observation date (other than the first coupon observation date and the final valuation date), to call the securities at its discretion in whole, but not in part (an “issuer call”), on the coupon payment date corresponding to such coupon observation date (the “call settlement date”), regardless of the closing prices of the underlying funds on such coupon observation date. If UBS elects to call the securities, UBS will pay you on the call settlement date a cash payment per security equal to the stated principal amount plus any contingent coupon otherwise due, and no further payments will be made on the securities. If UBS does not elect to call the securities and the final price of each underlying fund is equal to or greater than 70% of its respective initial price, which we refer to as its trigger level, UBS will pay you a cash payment per security on the maturity date equal to the stated principal amount of $1,000 plus any contingent coupon otherwise due on the maturity date. If UBS does not elect to call the securities and the final price of any underlying fund is less than its trigger level, UBS will pay you a cash payment per security on the maturity date that is significantly less than the stated principal amount, if anything, equal to: (i) the stated principal amount times (ii) one plus the underlying return of the worst performing underlying fund. You will lose a significant portion or all of your initial investment if UBS does not elect to call the securities and the final price of any underlying fund is less than its trigger level. The value of such cash payment will be significantly less than the stated principal amount of the securities and could be zero. Investors in the securities must be willing to accept the risk of losing a significant portion or all of their initial investment and also the risk of not receiving any contingent coupons. In addition, investors will not participate in any appreciation of the underlying funds.

UBS may elect to call the securities at its discretion prior to the maturity date. UBS is less likely to exercise its issuer call right when the closing price of any of the underlying funds is less than its coupon barrier. As such, UBS will be more likely to exercise its issuer call right when the closing price of each underlying fund is equal to or greater than its coupon barrier, which would otherwise result in an amount of interest payable on the securities that is greater than instruments of a comparable maturity and credit rating trading in the market. On the other hand, UBS will be less likely to exercise its issuer call right when the closing price of any underlying fund is less than its coupon barrier and/or when the final price of any underlying fund is expected to be less than its trigger level, such that you will receive no contingent coupons and/or that you will suffer a significant loss on your initial investment in the securities at maturity. Therefore, if UBS does not exercise its issuer call right, it is more likely that you will receive few or no contingent coupons and suffer a significant loss at maturity.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Key Investment Rationale

The securities do not guarantee the payment of interest or the repayment of the stated principal amount. Instead, the securities offer the opportunity for investors to earn a contingent coupon equal to $26.15 (equivalent to 10.46% per annum of the stated principal amount) per security, but only if the closing price of each underlying fund is equal to or greater than 70% of its respective initial price, which we refer to as the coupon barrier, on the applicable coupon observation date. UBS may elect, on or before any applicable coupon observation date (other than the first coupon observation date and the final valuation date), to call the securities at its discretion in whole, but not in part, on the call settlement date for a cash payment equal to the stated principal amount per security plus any contingent coupon otherwise due. The payment at maturity, if any, will vary as follows:


Scenario 1	On or before any coupon observation date other than the first coupon observation date and the final valuation date, UBS elects to call the securities in whole, but not in part. ￭On the call settlement date, the securities will be called and UBS will pay a cash payment equal to (i) the stated principal amount plus (ii) any contingent coupon otherwise due. ￭No further payments will be made on the securities. ￭Investors will not participate in any appreciation of the underlying funds from their respective initial prices.
Scenario 2	UBS does not elect to call the securities and the final price of each underlying fund is equal to or greater than its coupon barrier and trigger level. ￭The final price of each underlying fund is equal to or greater than its respective coupon barrier and trigger level. ￭UBS will pay you a cash payment per security on the maturity date equal to (i) the stated principal amount plus (ii) any contingent coupon otherwise due on the maturity date. ￭Investors will not participate in any appreciation of the underlying funds from their respective initial prices.
Scenario 3	UBS does not elect to call the securities prior to maturity and the final price of any underlying fund is less than its coupon barrier and trigger level. ￭The final price of any underlying fund is less than its respective coupon barrier and trigger level. ￭UBS will pay you a cash payment per security on the maturity date, if anything, that is significantly less than the stated principal amount, equal to (i) the stated principal amount times (ii) one plus the underlying return of the worst performing underlying fund. ￭Investors will lose a significant portion or all of their initial investment in this scenario.

Investing in the securities involves significant risks. You may lose a significant portion or all of your initial investment. Any payment on the securities, including payments in respect of an issuer call, contingent coupon or any repayment of principal provided at maturity, is dependent on the ability of UBS to satisfy its obligations when they become due. If UBS were to default on its obligations, you may not receive any amounts due to you under the securities and you could lose all of your initial investment.

The securities will not pay a contingent coupon on a coupon payment date (including the maturity date) if the closing price of any underlying fund is less than its coupon barrier on the corresponding coupon observation date, and you may receive few or no contingent coupons during the term of the securities. UBS may elect, on or before any applicable coupon observation date (other than the first coupon observation date and the final valuation date), to call the securities on the call settlement date, regardless of the closing prices of the underlying funds on such coupon observation date. If UBS does not elect to call the securities and the final price of any underlying fund is less than its trigger level, you will lose a significant portion or all of your initial investment at maturity.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Investor Suitability

The securities may be suitable for you if:

￭You fully understand the risks of an investment in the securities, including the risk of loss of a significant portion or all of your initial investment.

￭You can tolerate a loss of a significant portion or all of your investment and are willing to make an investment that may have the same downside market risk as an investment in the worst performing underlying fund.

￭You understand and accept that an investment in the securities is linked to the performance of the worst performing underlying fund and not a basket of the underlying funds, and that you will lose a significant portion or all of your initial investment if the final price of any underlying fund is less than its trigger level.

￭You are willing to risk receiving no contingent coupons and believe the closing price of each underlying fund will be equal to or greater than its coupon barrier on each coupon observation date.

￭You believe that the closing price of each underlying fund will be equal to or greater than its trigger level on the final valuation date.

￭You accept that the risks of each underlying fund are not mitigated by the performance of any other underlying fund and the risks of investing in securities with a return based on the performance of multiple underlying funds.

￭You understand and accept that you will not participate in any appreciation in the price of any of the underlying funds and that your potential return is limited to any contingent coupons received.

￭You can tolerate fluctuations in the price of the securities prior to maturity that may be similar to or exceed the downside fluctuations in the prices of the underlying funds.

￭You are willing to invest in the securities based on the coupon barriers, trigger levels and contingent coupon rate specified on the cover hereof.

￭You do not seek guaranteed current income from your investment and are willing to forgo any dividends paid on the underlying funds.

￭You are willing to invest in securities that UBS may elect to call early at its discretion and you are otherwise willing to hold such securities to maturity and accept that there may be little or no secondary market for the securities.

￭You understand and are willing to accept the risks associated with the underlying funds.

￭You are willing to assume the credit risk of UBS for all payments under the securities, and understand that if UBS defaults on its obligations you may not receive any amounts due to you including any repayment of principal.

￭You understand that the estimated initial value of the securities determined by our internal pricing models is lower than the issue price and that should UBS Securities LLC or any affiliate make secondary markets for the securities, the price (not including their customary bid-ask spreads) will temporarily exceed the internal pricing model price.

The securities may not be suitable for you if:

￭You do not fully understand the risks of an investment in the securities, including the risk of loss of a significant portion or all of your initial investment.

￭You are not willing to make an investment that may have the same downside market risk as an investment in the worst performing underlying fund.

￭You do not understand or are unwilling to accept that an investment in the securities is linked to the performance of the worst performing underlying fund and not a basket of the underlying funds, and that you will lose a significant portion or all of your initial investment if the final price of any underlying fund is less than its trigger level.

￭You require an investment designed to provide a full return of principal at maturity.

￭You are unwilling to risk receiving no contingent coupons during the term of the securities or believe that the closing price of at least one of the underlying funds will decline during the term of the securities and is likely to be less than its coupon barrier on one or more coupon observation dates.

￭You believe that the closing price of any underlying fund will be less than its trigger level on the final valuation date.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Hypothetical Examples

The below examples are based on the following terms and are purely hypothetical (the actual terms of your security are specified on the cover hereof; amounts may have been rounded for ease of analysis):


Hypothetical Initial Price: Underlying Fund A: Underlying Fund B: Underlying Fund C:	$100.00 $100.00 $100.00
Hypothetical Coupon Barrier: Underlying Fund A: Underlying Fund B: Underlying Fund C:	$70.00, which is 70% of its initial price $70.00, which is 70% of its initial price $70.00, which is 70% of its initial price
Hypothetical Trigger Level: Underlying Fund A: Underlying Fund B: Underlying Fund C:	$70.00, which is 70% of its initial price $70.00, which is 70% of its initial price $70.00, which is 70% of its initial price
Hypothetical Term:	Approximately 24 months
Hypothetical Contingent Coupon:	$26.15 per security (equivalent to 10.46% per annum of the stated principal amount)
Stated Principal Amount:	$1,000.00 per security

In Examples 1 and 2, on or before a specified coupon observation date UBS elects and delivers written notice to the trustee to call the securities on the corresponding call settlement date. In Examples 3, 4 and 5, UBS does not elect to call the securities and the securities and remain outstanding until maturity.


	Example 1					Example 2
Coupon Observation Dates	Closing Price of Underlying Fund A	Closing Price of Underlying Fund B	Closing Price of Underlying Fund C	Contingent Coupon	Payment (per security)		Closing Price of Underlying Fund A	Closing Price of Underlying Fund B	Closing Price of Underlying Fund C	Contingent Coupon	Payment (per security)
#1	150.00 (at or above coupon barrier)	160.00 (at or above coupon barrier)	140.00 (at or above coupon barrier)	$26.15	Not Callable		120.00 (at or above coupon barrier)	60.00 (below coupon barrier)	115.00 (at or above coupon barrier)	$0.00	Not Callable
#2	110.00 (at or above coupon barrier)	120.00 (at or above coupon barrier)	115.00 (at or above coupon barrier)	–*	$1,026.15		130.00 (at or above coupon barrier)	140.00 (at or above coupon barrier)	125.00 (at or above coupon barrier)	$26.15	N/A
#3	N/A	N/A	N/A	N/A	N/A		55.00 (below coupon barrier)	130.00 (at or above coupon barrier)	110.00 (at or above coupon barrier)	—	$1,000.00
#4 - #7	N/A	N/A	N/A	N/A	N/A		N/A	N/A	N/A	N/A	N/A
Final Valuation Date	N/A	N/A	N/A	N/A	N/A		N/A	N/A		N/A	N/A
Payment at Maturity	N/A					N/A

* The issuer call amount includes the contingent coupon otherwise due with respect to the coupon observation date on which UBS, at its sole discretion, elects to call the securities.

￭In Example 1, UBS elects on or before the second coupon observation date to call the securities and the closing price of each underlying fund is equal to or greater than its coupon barrier on such coupon observation date. You receive the issuer call amount (reflecting your principal amount plus the contingent coupon otherwise due), calculated as follows:

Stated Principal Amount + Contingent Coupon = $1,000.00 + $26.15 = $1,026.15

In this example, the issuer call feature limits the term of your investment to approximately 6 months and you may not be able to reinvest at comparable terms or returns. If the securities are subject to issuer call, you will stop receiving contingent coupons. When added to the contingent coupon of $26.15 received in respect of the prior coupon observation date, your total payment per security in this example is $1,052.30 (5.23% total return on the securities).

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

￭In Example 2, UBS elects on or before the third coupon observation date to call the securities and the closing price of underlying fund A is less than its coupon barrier on such coupon observation date. Accordingly, UBS will pay on the call settlement date a total of $1,000.00 per security (reflecting your principal amount). When added to the contingent coupon of $26.15 received in respect of the prior coupon observation dates, you will have received a total of $1,026.15. You will not receive any further payments on the securities.

In this example, the issuer call feature limits the term of your investment to approximately 9 months and you may not be able to reinvest at comparable terms or returns. If the securities are subject to an issuer call, you will stop receiving contingent coupons. Further, because at least one underlying fund is less than its coupon barrier on the third coupon observation date, you receive only $1,000.00 per security. Your total payment per security in this example is $1,026.15 (2.615% total return on the securities). You will not participate in any appreciation of any of the underlying funds.


	Example 3						Example 4
Coupon Observation Dates	Closing Price of Underlying Fund A	Closing Price of Underlying Fund B	Closing Price of Underlying Fund C	Contingent Coupon	Payment (per security)	Closing Price of Underlying Fund A		Closing Price of Underlying Fund B	Closing Price of Underlying Fund C	Contingent Coupon	Payment (per security)
#1	65.00 (below coupon barrier)	75.00 (at or above coupon barrier)	85.00 (at or above coupon barrier)	$0.00	Not Callable	50.00 (below coupon barrier)		85.00 (at or above coupon barrier)	90.00 (at or above coupon barrier)	$0.00	Not Callable
#2 - #7	Various (all at or above coupon barrier)	Various (all below coupon barrier)	Various (all below coupon barrier)	$0.00	N/A	Various (all at or above coupon barrier)		Various (all below coupon barrier)	Various (all below coupon barrier)	$0.00	N/A
Final Valuation Date	120.00 (at or above coupon barrier and trigger level)	120.00 (at or above coupon barrier and trigger level)	120.00 (at or above coupon barrier and trigger level)	$26.15	N/A	40.00 (below coupon barrier and trigger level)		120.00 (at or above coupon barrier and trigger level)	115.00 (at or above coupon barrier and trigger level)	$0.00	N/A
Payment at Maturity	$1,026.15						$400.00

￭In Example 3, UBS does not elect to call the securities and the final price of each underlying fund is equal to or greater than its coupon barrier and its trigger level. Accordingly, at maturity, UBS will pay you the stated principal amount and, because the final price of each underlying fund is equal to or greater than its coupon barrier on the final valuation date, a contingent coupon with respect to the final valuation date. Your payment at maturity is calculated as follows:

Stated Principal Amount + Contingent Coupon = $1,000.00 + $26.15 = $1,026.15

In this example, you receive the stated principal amount per security plus the contingent coupon, equal to a total payment of $1,026.15 per security at maturity. Although all of the underlying funds have appreciated by 20% from their respective initial prices on the final valuation date, you receive only $1,026.15 per security and do not benefit from such appreciation. Your total payment per security in this example is $1,026.15 (2.615% total return on the securities).

￭In Example 4, UBS does not elect to call the securities and the final price of underlying fund B is less than its coupon barrier and its trigger level. Accordingly, at maturity, you will be fully exposed to the negative return of the worst performing underlying fund. Your payment at maturity is calculated as follows:

$1,000.00 × (1 + Underlying Return of the Worst Performing Underlying Fund)

= $1,000.00 × (1 + -60.00%)

= $1,000.00 × 40.00%

= $400.00

In this example, because the final price of the worst performing underlying fund represents a 60.00% decline, you will receive a total cash payment per security equal to $400.00 (60.00% loss over the term of the securities).

We make no representation or warranty as to which of the underlying funds will be the least performing underlying fund for the purposes of calculating your actual payment at maturity.

Investing in the securities involves significant risks. The securities differ from ordinary debt securities in that UBS is not necessarily obligated to repay the full amount of your initial investment. If UBS does not elect prior to the final valuation date to call the securities and the final price of any underlying fund is less than its trigger level, you will lose a significant portion or all of your initial investment. Specifically, if UBS does not elect to call the securities prior to maturity and the final price of any underlying fund is less than its trigger

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement. We urge to consult your investment, legal, tax, accounting and other advisors concerning an investment in the securities.

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 full principal amount of the securities at maturity. If UBS does not elect to call the securities, UBS will repay you the principal amount of your securities in cash only if the final price of each underlying fund is equal to or greater than its trigger level, and will make such payment only at maturity. If UBS does not elect to call the securities and the final price of any underlying fund is less than its trigger level, you will lose a significant percentage of your stated principal amount equal to the underlying return of the worst performing underlying fund and in extreme situations, you could lose all of your initial investment.

￭The stated payout from the issuer applies only if you hold your securities to maturity. You should be willing to hold your securities to maturity. If you are able to sell your securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the price of each underlying fund at such time is equal to or greater than its trigger level. All payments on the securities are subject to the creditworthiness of UBS.

￭You may not receive any contingent coupons with respect to your securities — UBS will not necessarily make periodic coupon payments on the securities. If the closing price of any underlying fund is less than its respective coupon barrier on a coupon observation date, UBS will not pay you the contingent coupon on the corresponding coupon payment date. This will be the case even if the closing prices of the other underlying funds are equal to or greater than their respective coupon barriers on that coupon observation date. If the closing price of any underlying fund is less than its coupon barrier on each coupon observation date, UBS will not pay you any contingent coupons during the term of, and you will not receive a positive return on, your securities. Generally, this non-payment of the contingent coupon coincides with a period of greater risk of principal loss on your securities.

￭Your potential return on the securities is limited, you will not participate in any appreciation of the underlying funds. The return potential of the securities is limited to the specified contingent coupon rate, regardless of any appreciation of the underlying funds. In addition, your return on the securities will vary based on the number of coupon observation dates, if any, for which the requirements of the contingent coupon have been met prior to maturity or an issuer call. Because UBS may call the securities at its discretion as early as the first potential call settlement date, the total return on the securities could be less than if the securities remained outstanding until maturity. Further, if UBS elects to call the securities, you will not receive any contingent coupons or any other payment in respect of any coupon observation dates after the call settlement date, and your return on the securities could be less than if the securities remained outstanding until maturity. If UBS does not elect to call the securities, you may be subject to the decline in the price of the worst performing underlying fund even though you cannot participate in any appreciation in the price of any underlying fund. As a result, the return on an investment in the securities could be less than the return on a direct investment in any or all of the underlying funds. In addition, as an owner of the securities, you will not have voting rights or any other rights of a holder of any underlying fund.

￭Greater expected volatility with respect to, and lower expected correlation among, the underlying funds generally reflects a higher contingent coupon rate and a higher expectation as of the trade date that the final price of any of the underlying funds could be less than its trigger level of the securities. Greater expected volatility with respect to, and lower expected correlation among, the underlying funds reflects a higher expectation as of the trade date that the final price of any of the underlying funds could be less than its trigger level of the securities. “Volatility” refers to the frequency and magnitude of changes in the price of an underlying fund. This greater expected risk will generally be reflected in a higher contingent coupon rate for that security. However, while the contingent coupon rate is set on the trade date based, in part, on the correlations of the underlying funds and each underlying fund’s volatility calculated using our internal models, an underlying fund’s volatility, and the correlation among the underlying funds, can change significantly over the term of the securities. The price of any underlying fund for your securities could fall sharply, which could result in the loss of a significant portion or all of your initial investment.

￭UBS may elect to call the securities and the securities are subject to reinvestment risk. UBS may elect to call the securities at its discretion prior to the maturity date. UBS is less likely to exercise its issuer call right when the closing price of any of the underlying funds is less than its coupon barrier. As such, UBS will be more likely to exercise its issuer call right when the closing price of each underlying fund is equal to or greater than its coupon barrier, which would otherwise result in an amount of interest payable on the securities that is greater than instruments of a comparable maturity and credit rating trading in the market. On the other hand, UBS will be less likely to exercise its issuer call right when the closing price of any underlying fund is less than its coupon barrier and/or when the final price of any underlying fund is expected to be less than its trigger level, such that you will receive no contingent coupons and/or that you will suffer a significant loss on your initial investment in the securities at maturity. Therefore, if UBS does not exercise its issuer call right, it is more likely that you will receive few or no contingent coupons and suffer a significant loss at maturity. Also, UBS is more likely to exercise its issuer call right when prevailing interest rates are low relative to the contingent coupon rate. In the event that prevailing interest rates are low relative to the

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

contingent coupon rate and UBS elects to call the securities, the term of the securities will be reduced and you will not receive any payment on the securities after the applicable call settlement date. There is no guarantee that you will be able to reinvest the proceeds from an investment in the securities at a comparable rate of return for a similar level of risk. To the extent you are able to reinvest such proceeds in an investment comparable to the securities, you may incur transaction costs such as dealer discounts and hedging costs built into the price of the new securities. Because UBS may call the securities at its discretion as early as the first potential call settlement date, you should be prepared in the event UBS elects to call the securities. Further, UBS’ right to call the securities may also adversely impact your ability to sell your securities in the secondary market, if any exists.

￭An investment in securities with contingent coupon and issuer call features may be more sensitive to interest rate risk than an investment in securities without such features. Because of the issuer call and contingent coupon features of the securities, you will bear greater exposure to fluctuations in interest rates than if you purchased securities without such features. In particular, you may be negatively affected if prevailing interest rates begin to rise as discussed in the preceding risk factor, and the contingent coupon rate on the securities may be less than the amount of interest you could earn on other investments with a similar level of risk available at such time. In addition, if you tried to sell your securities at such time, the value of your securities in any secondary market transaction would also be adversely affected. Conversely, in the event that prevailing interest rates are low relative to the contingent coupon rate and UBS elects to call the securities, there is no guarantee that you will be able to reinvest the proceeds from an investment in the securities at a comparable rate of return for a similar level of risk.

￭Because the securities are linked to the worst performing underlying fund, you are exposed to a greater risk of receiving no contingent coupons and losing a significant portion or all of your initial investment at maturity than if the securities were linked to a single underlying fund or fewer underlying funds. The risk that you will not receive any contingent coupons and lose a significant portion or all of your initial investment in the securities is greater if you invest in the securities than the risk of investing in substantially similar securities that are linked to the performance of a single underlying fund or fewer underlying funds if their terms are otherwise substantially similar. With a greater total number of underlying funds, it is more likely that the closing price or final price, as applicable, of any of the underlying funds will be less than its respective coupon barrier on any coupon observation date and less than its trigger level than if the securities were linked to a single underlying fund or fewer underlying funds. In addition, if the performances of the underlying funds are not correlated to each other or are negatively correlated, the risk that the closing price of at least one underlying fund is less than its coupon barrier on one or more coupon observation dates and that the final price of at least one underlying fund is less than its trigger level is even greater. With three underlying funds, it is more likely that the performance of one pair of underlying funds will not be correlated, or will be negatively correlated. Therefore, it is more likely that you will not receive any contingent coupons and that you will lose a significant portion or all of your initial investment at maturity.

Risks Relating to Characteristics of the Underlying Funds

￭You are exposed to the market risk of each underlying fund. Your return on the securities is not linked to a basket consisting of the underlying funds. Rather, it will be contingent upon the performance of each underlying fund. Unlike an instrument with a return linked to a basket of exchange-traded funds (“ETFs”), American depositary receipts, common stocks or other underlying assets, in which risk is mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to each underlying fund. Poor performance by any one underlying fund will negatively affect your return and will not be offset or mitigated by the performance of any other underlying fund. For instance, you will receive a negative return equal to the underlying return of the worst performing underlying fund if the final price of any underlying fund is less than its trigger level, even if the underlying return of another underlying fund is positive or has not declined as much. Further, you are subject to the market risk of each underlying fund on each coupon observation date and you will not receive a contingent coupon on a coupon payment date if the closing price of any underlying fund is less than its coupon barrier on the corresponding coupon observation date. Accordingly, your investment is subject to the market risk of each underlying fund.

￭Market risk. The return on the securities, which may be negative, is directly linked to the performance of the underlying funds and indirectly linked to the performance of the assets comprising each fund (the “underlying constituents”) and their issuers (the “underlying constituent issuers”). The prices of the underlying funds can rise or fall sharply due to factors specific to each underlying fund, such as stock price volatility; earnings and financial conditions; corporate, industry and regulatory developments; management changes and decisions and other events; general market factors, such as general market levels, interest rates and economic and political conditions; and the composition of the underlying funds. Coronavirus or any other communicable disease or infection may adversely affect the issuers of the underlying constituents and, therefore, the underlying funds. You, as an investor in the securities, should conduct your own investigation into the investment adviser of each underlying fund (the “underlying fund issuers”) and the underlying funds for your securities. For additional information regarding the underlying funds and the underlying fund issuers, please see “Information About the Underlying Funds” herein and the underlying fund issuers' SEC filings referred to in that section. We urge you to review information filed periodically by the underlying fund issuers with the SEC.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

￭There can be no assurance that the investment view implicit in the securities will be successful. It is impossible to predict whether and the extent to which the prices of the underlying funds will rise or fall. There can be no assurance that the closing price of each underlying fund will be equal to or greater than its coupon barrier on each coupon observation date, or, if UBS does not elect to call the securities, that the final price of each underlying fund will be equal to or greater than its trigger level. The prices of the underlying funds will be influenced by complex and interrelated political, economic, financial and other factors that affect the underlying fund issuers and the underlying constituents. You should be willing to accept the risks associated with the relevant markets tracked by each underlying fund in general and each underlying constituent in particular, and the risk of losing a significant portion or all of your initial investment.

￭The underlying funds are ETFs and their value may not completely track the value of its underlying constituents. Although the trading characteristics and valuations of ETFs such as the underlying funds will usually mirror the characteristics and valuations of its underlying constituents, their values may not completely track the values of their underlying constituents. The values of the underlying funds will reflect transaction costs and fees that the underlying constituents do not have. In addition, although the underlying funds are currently listed for trading on an exchange, there is no assurance that an active trading market will continue for such underlying funds or that there will be liquidity in the trading market.

￭Fluctuation of NAV. The net asset value (the ``NAV”) of each underlying fund may fluctuate with changes in the market value of its underlying constituents. The market prices of the underlying funds may fluctuate in accordance with changes in NAV and supply and demand on the applicable stock exchanges. Furthermore, the underlying constituents of an underlying fund may be unavailable in the secondary market during periods of market volatility, which may make it difficult for market participants to accurately calculate the intraday NAV per share of that underlying fund and may adversely affect the liquidity and prices of the underlying funds, perhaps significantly. For any of these reasons, the market prices of the underlying funds may differ from their respective NAV per share and may trade at, above or below their NAV per share.

￭No affiliation with the underlying fund issuers or their investment advisers. Neither the underlying fund issuers nor their respective investment advisers, as specified under “Information About the Underlying Funds”, are affiliates of ours nor are they involved with the securities in any way, and no such entity has any obligation to consider your interests in taking any corporate actions that might affect the value of, or any amounts payable on, the securities. We have obtained all information regarding the underlying funds from publicly available information and have not made any due diligence inquiry with respect to any underlying fund.

￭Failure of an underlying fund to track the level of its target index. While each underlying fund is designed and intended to track the level of a specific index as specified under “Information About the Underlying Funds” (its “target index”), various factors, including fees and other transaction costs, will prevent an underlying fund from correlating exactly with changes in the level of its target index. Additionally, although the performance of an underlying fund seeks to replicate the performance of its target index, an underlying fund may not invest in all the securities, futures contracts or commodities comprising its target index but rather may invest in a representative sample of the assets comprising its target index. Accordingly, the performance of each underlying fund will not be equal to the performance of its target index during the term of the securities.

￭The underlying funds utilize a passive indexing investment approach. The underlying funds are not managed according to traditional methods of “active” investment management, which involve the buying and selling of securities based on economic, financial and market analysis and investment judgment. Instead, each underlying fund, utilizing a “passive” or indexing investment approach, attempts to approximate the investment performance of its target index by investing in a portfolio of stocks that generally replicate such target index. Therefore, unless a specific underlying constituent is removed from its target index, the applicable underlying fund generally would not sell a security because such underlying constituent issuer was in financial trouble. In addition, the underlying funds are subject to the risk that the investment strategy of its investment adviser may not produce the intended results.

￭The securities are subject to risks associated with the energy sector. The securities are subject to risks associated with the energy sector because The Energy Select Sector SPDR® Fund (the “XLE Fund”) seeks to track the performance of The Energy Select Sector Index (its target index), which is comprised of the stocks of companies representing the energy sector of the S&P 500® Index. All or substantially all of the XLE Fund’s underlying constituents are issued by companies whose primary lines of business are directly associated with the energy sector. The XLE Fund's assets will be concentrated in the energy sector, which means the XLE Fund will be more affected by the performance of the energy sector than a fund that is more diversified. Energy companies typically develop and produce crude oil and natural gas and provide drilling and other energy resources production and distribution related services. Securities prices for these types of companies are affected by supply and demand both for their specific product or service and for energy products in general. The price of oil and gas, exploration and production spending, government regulation, world events, exchange rates and economic conditions will likewise affect the performance of these companies. Correspondingly, securities of companies in the energy field are subject to swift price and supply fluctuations caused by events relating to international politics, energy conservation, the success of exploration projects, and tax and other governmental regulatory policies. Weak demand for energy companies' products or services or for energy products and services in general, as well as negative developments in these other areas, could adversely impact the performance of energy sector companies. Oil and gas exploration and production can be significantly affected by natural disasters as well as changes in exchange rates, interest rates, government regulation, world events and economic conditions. These companies may also be at risk for environmental damage claims.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

￭The securities are subject to risks associated with the industrial sector. The securities are linked to The Industrial Select Sector SPDR® Fund (the “XLI Fund”) and are subject to risks associated with the industrial sector. The XLI Fund seeks to track the performance of the Industrial Select Sector Index (its “target index”), which is comprised of the stocks of companies representing the industrial sector of the S&P 500® Index. The XLI Fund has assets concentrated in the industrial sector, which means the XLI Fund will be more affected by the performance of the industrial sector than a fund that was more diversified. Industrial companies are affected by supply and demand both for their specific product or service and for industrial sector products in general. Government regulation, world events, exchange rates and economic conditions, technological developments and liabilities for environmental damage and general civil liabilities will likewise affect the performance of these companies. Aerospace and defense companies, a component of the industrial sector, can be significantly affected by government spending policies because companies involved in this industry rely, to a significant extent, on U.S. and non-U.S. government demand for their products and services. Thus, the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental defense spending policies which are typically under pressure from efforts to control the U.S. (and other) government budgets. Transportation securities, a component of the industrial sector, are cyclical and have occasional sharp price movements which may result from changes in the economy, fuel prices, labor agreements and insurance costs.

￭The securities are subject to risks associated with the consumer discretionary sector. The securities are subject to risks associated with the consumer discretionary sector because the target index of the Consumer Discretionary Select Sector SPDR® Fund is comprised of the stocks of companies that operate in the consumer discretionary sector. The Consumer Discretionary Select Sector SPDR® Fund has assets concentrated in the consumer discretionary sector, which means it will be more affected by the performance of the consumer discretionary sector than a fund that was more diversified. The success of consumer product manufacturers and retailers is tied closely to the performance of the overall domestic and global economy, interest rates, competition and consumer confidence. Success depends heavily on disposable household income and consumer spending. Also, companies in the consumer discretionary sector may be subject to severe competition, which may have an adverse impact on their respective profitability. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer products and services in the marketplace.

Estimated Value Considerations

￭The issue price you pay for the securities exceeds their estimated initial value. The issue price you pay for the securities exceeds their estimated initial value as of the trade date due to the inclusion in the issue price of the underwriting discount, hedging costs, issuance and other costs and projected profits. As of the close of the relevant markets on the trade date, we have determined the estimated initial value of the securities by reference to our internal pricing models and the estimated initial value of the securities is set forth in this pricing supplement. The pricing models used to determine the estimated initial value of the securities incorporate certain variables, including the prices of the underlying funds, the volatility of the underlying funds, any dividends paid on the underlying funds, the correlation among the underlying funds, prevailing interest rates, the term of the securities and our internal funding rate. Our internal funding rate is typically lower than the rate we would pay to issue conventional fixed or floating rate debt securities of a similar term. The underwriting discount, hedging costs, issuance and other costs, projected profits and the difference in rates will reduce the economic value of the securities to you. Due to these factors, the estimated initial value of the securities as of the trade date is less than the issue price you pay for the securities.

￭The estimated initial value is a theoretical price; the actual price that you may be able to sell your securities in any secondary market (if any) at any time after the trade date may differ from the estimated initial value. The value of your securities at any time will vary based on many factors, including the factors described above and in “— Risks Relating to Characteristics of the Underlying Funds — Market risk” above and is impossible to predict. Furthermore, the pricing models that we use are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, after the trade date, if you attempt to sell the securities in the secondary market, the actual value you would receive may differ, perhaps materially, from the estimated initial value of the securities determined by reference to our internal pricing models. The estimated initial value of the securities does not represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase your securities in any secondary market at any time.

￭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 trade date. We may determine the economic terms of the securities, as well as hedge our obligations, at least in part, prior to the trade date. In addition, there may be ongoing costs to us to maintain and/or adjust any hedges and such hedges are often imperfect. Therefore, our actual profits (or potentially, losses) in issuing the securities cannot be determined as of the trade date and any such differential between the estimated initial value and the issue price of the securities as of the trade date does not reflect our actual profits. Ultimately, our actual profits will be known only at the maturity of the securities.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Risks Relating to Liquidity and Secondary Market Price Considerations

￭There may be little or no secondary market for the securities. The securities will not be listed or displayed on any securities exchange or any electronic communications network. There can be no assurance that a secondary market for the securities will develop. UBS Securities LLC and its affiliates intend, but are not required, to make a market in the securities and may stop making a market at any time. Even if there is a secondary market it may not provide enough liquidity to allow you to trade or sell the securities easily. If you are able to sell your securities prior to maturity you may have to sell them at a substantial loss. The estimated initial value of the securities does not represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase your securities in any secondary market at any time.

￭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. For a limited period of time following the issuance of the securities, UBS Securities LLC or its affiliates may offer to buy or sell such securities at a price that exceeds (i) our valuation of the securities at that time based on our internal pricing models, (ii) any secondary market prices provided by unaffiliated dealers (if any) and (iii) depending on your broker, the valuation provided on customer account statements. The price that UBS Securities LLC may initially offer to buy such securities following issuance will exceed the valuations indicated by our internal pricing models due to the inclusion for a limited period of time of the aggregate value of the underwriting discount, hedging costs, issuance and other costs and theoretical projected trading profit. The portion of such amounts included in our price will decline to zero on a straight line basis over a period ending no later than the date specified under “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any).” Thereafter, if UBS Securities LLC or an affiliate makes secondary markets in the securities, it will do so at prices that reflect our estimated value determined by reference to our internal pricing models at that time. The temporary positive differential relative to our internal pricing models arises from requests from and arrangements made by UBS Securities LLC with the selling agents of structured debt securities such as the securities. As described above, UBS Securities LLC and its affiliates intend, but are not required, to make a market for the securities and may stop making a market at any time. The price at which UBS Securities LLC or an affiliate may make secondary markets at any time (if at all) will also reflect its then current bid-ask spread for similar sized trades of structured debt securities. UBS Securities LLC reflects this temporary positive differential on its customer statements. Investors should inquire as to the valuation provided on customer account statements provided by unaffiliated dealers.

￭Price of securities prior to maturity. The market price of the securities will be influenced by many unpredictable and interrelated factors, including the prices of the underlying funds; the volatility of the underlying funds; any dividends paid on the underlying funds; the correlation among the underlying funds; the time remaining to the maturity of the securities; interest rates in the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial events; whether the underlying funds are currently or have been below their respective coupon barriers; the composition of the underlying funds; the availability of comparable instruments; and the creditworthiness of UBS.

￭Impact of fees and the use of internal funding rates rather than secondary market credit spreads on secondary market prices. All other things being equal, the use of the internal funding rates described above under “—Estimated Value Considerations” as well as the inclusion in the issue price of the underwriting discount, hedging costs, issuance costs and any projected profits are, subject to the temporary mitigating effect of UBS Securities LLC’s and its affiliates’ market making premium, expected to reduce the price at which you may be able to sell the securities in any secondary market.

Risks Relating to Hedging Activities and Conflicts of Interest

￭Potential conflicts of interest. We and our affiliates may engage in business related to the underlying funds, which may present a conflict between our obligations as issuer and you, as a holder of the securities. UBS may elect to call the securities pursuant to the issuer call feature. If UBS so elects, the decision may be based on factors contrary to those favorable to a holder of the securities, securities, such as, but not limited to, those described above under “— UBS may elect to call the securities and the securities are subject to reinvestment risk” and “— An investment in securities with contingent coupon and issuer call features may be more sensitive to interest rate risk than an investment in securities without such features”. There are also potential conflicts of interest between you and the calculation agent, which will be an affiliate of UBS. The calculation agent will determine the initial price and the final price of each underlying fund and whether the contingent coupon is payable to you on any coupon payment date and the payment at maturity of the securities, if any, based on observed closing prices of the underlying funds. can postpone the determination of the terms of the securities on the trade date, or the closing prices of the underlying funds on any coupon observation date (including the final valuation date). Determinations made by the calculation agent, including with respect to the occurrence or non-occurrence of market disruption events, may affect the payout to you at maturity or whether the securities are redeemed early. As UBS determines the economic terms of the securities, including the contingent coupon rate, trigger levels and coupon barriers, and such terms include the underwriting discount, hedging costs, issuance and other costs and projected profits, the securities represent a package of economic terms. There are other potential conflicts of interest insofar as an investor could potentially get better economic terms if that investor entered into exchange-traded and/or OTC derivatives or other instruments with third parties, assuming that such instruments were available and the investor had the ability to assemble and enter into such instruments.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Furthermore, given that UBS Securities LLC and its affiliates temporarily maintain a market making premium, it may have the effect of discouraging UBS Securities LLC and its affiliates from recommending sale of your securities in the secondary market.

In addition, we or one of our affiliates may enter into swap agreements or related hedging activities with the dealer or its affiliates in connection with the securities, which could cause the economic interests of UBS, the dealer or our or their respective affiliates to be adverse to your interests as an investor in the securities. If the dealer or any of its affiliates conduct hedging activities for us or our affiliate in connection with the securities and earns profits in connection with such hedging activities, such profit will be in addition to the underwriting compensation it receives for the sale of the securities to you. You should be aware that the potential to receive compensation both for hedging activities and sales may create a further incentive for the dealer to sell the securities to you.

￭Hedging and trading activities by the calculation agent and its affiliates could potentially affect the value of, and any amounts payable on, the securities. The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect to the securities on or prior to the trade date and prior to maturity could adversely affect the value of, and any amounts payable on, the securities. These hedging or trading activities on or prior to the trade date could potentially affect the initial price of any underlying fund and, as a result, its coupon barrier and trigger level. Additionally, these hedging or trading activities during the term of the securities could potentially affect the price of any underlying fund on any coupon observation date (including the final valuation date) and, accordingly, whether a contingent coupon is payable and, if the securities are not called prior to maturity, the payout to you at maturity. It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the value of the securities declines.

￭Potentially inconsistent research, opinions or recommendations by UBS. UBS and its affiliates publish research from time to time on financial markets and other matters that may influence the value of the securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations expressed by UBS or its affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities and the underlying funds to which the securities are linked.

￭We may engage in business with or involving one or more underlying fund issuers or investment advisers without regard to your interests. We or our affiliates may presently or from time to time engage in business with the underlying fund issuers or investment advisers without regard to your interests and thus may acquire non-public information about the underlying funds. Neither we nor any of our affiliates undertakes to disclose any such information to you.

￭Potential UBS impact on an underlying fund. Trading or transactions by UBS or its affiliates in an underlying fund, listed and/or over the counter options, futures, exchange-traded funds or other instruments with return linked to the performance of that underlying fund, may adversely affect the market price(s) or level(s) of that underlying fund on any date of determination and, therefore, the market value of the securities and any payment on the securities.

￭Following certain events, the calculation agent can make adjustments to the underlying funds and terms of the securities that may adversely affect the market value of, and return on, the securities. The calculation agent may make adjustments to the initial price, coupon barrier, trigger price and/or final price of an underlying fund or any other term of the securities and, in some instances, may replace an underlying fund, for certain events affecting such underlying fund. However, the calculation agent will not make an adjustment in response to all events that could affect an underlying fund. If an event occurs that does not require the calculation agent to make an adjustment, the market value of, and return on, the securities may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will be made by the calculation agent. You should be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from that discussed in the accompanying product supplement or herein that it believes are appropriate to offset to the extent practical any change in your economic position as a holder of the securities resulting solely from any such event to achieve an equitable result. Following certain events relating to an underlying fund, such as its discontinuance, a delisting or suspension of trading, or a material modification, the return on the securities may be based on a share of another ETF, on a basket of securities, futures contracts, commodities and/or other assets that the calculation agent determines is comparable to the affected ETF’s underlying constituents or on an alternative calculation of such ETF. The occurrence of any such event and the consequent adjustments may materially and adversely affect the value of, and return on, the securities. For more information, see the sections “General Terms of the Securities — Antidilution Adjustments for Securities Linked to an Underlying Equity or Equity Basket Asset”, “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” and “— Delisting of, Suspension of Trading in, or Change in Law Affecting, an Underlying Equity” in the accompanying product supplement.

Risks Relating to General Credit Characteristics

￭Any payment on the securities is subject to the creditworthiness of UBS. The securities are unsubordinated, unsecured debt obligations of UBS and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the securities, including any repayment of principal, depends on the ability of UBS to satisfy its obligations as they come due. As a result, UBS’ actual and perceived creditworthiness may affect the market value of the securities. If UBS were to default on its obligations, you may not receive any amounts owed to you under the terms of the securities and you could lose all of your initial investment.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

￭The securities are not bank deposits. An investment in the securities carries risks which are very different from the risk profile of a bank deposit placed with UBS or its affiliates. The securities have different yield and/or return, liquidity and risk profiles and would not benefit from any protection provided to 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. The Swiss Federal Act on Banks and Savings Banks of November 8, 1934, as amended (the “Swiss Banking Act”) grants the Swiss Financial Market Supervisory Authority (“FINMA”) broad powers to take measures and actions in relation to UBS if it concludes that there is justified concern that UBS is over-indebted or has serious liquidity problems or, after expiry of a deadline, UBS fails to fulfill the applicable capital adequacy requirements (whether on a standalone or consolidated basis). If one of these pre-requisites is met, FINMA is authorized to open restructuring proceedings or liquidation (bankruptcy) proceedings in respect of, and/or impose protective measures in relation to, UBS. The Swiss Banking Act grants significant discretion to FINMA in connection with the aforementioned proceedings and measures. In particular, a broad variety of protective measures may be imposed by FINMA, including a bank moratorium or a maturity postponement, which measures may be ordered by FINMA either on a stand-alone basis or in connection with restructuring or liquidation proceedings. In restructuring proceedings, FINMA, as resolution authority, is competent to approve the restructuring plan. The restructuring plan may, among other things, provide for (a) the transfer of all or a portion of UBS’ assets, debts, other liabilities and contracts (which may or may not include the contractual relationship between UBS and the holders of securities) to another entity, (b) a stay (for a maximum of two business days) on the termination of contracts to which UBS is a party, and/or the exercise of (w) rights to terminate, (x) netting rights, (y) rights to enforce or dispose of collateral or (z) rights to transfer claims, liabilities or collateral under contracts to which UBS is a party, (c) the partial or full conversion of UBS’ debt and/or other obligations, including its obligations under the securities, into equity (a “debt-to-equity swap”), and/or (d) the partial or full write-off of obligations owed by UBS (a “write-off”), including its obligations under the securities. Prior to any debt-to-equity swap or write-off with respect to any securities, outstanding equity and debt instruments issued by UBS qualifying as additional tier 1 capital or tier 2 capital must be converted or written-down, as applicable, and cancelled. The Swiss Banking Act addresses the order in which a debt-to-equity swap or a write-off of debt instruments (other than debt instruments qualifying as additional tier 1 capital or tier 2 capital) should occur: first, all subordinated obligations not qualifying as regulatory capital; second, debt instruments for loss absorbency in the course of insolvency measures (Schuldinstrumente zur Verlusttragung im Falle von Insolvenzmassnahmen) under the Swiss Ordinance concerning Capital Adequacy and Risk Diversification for Banks and Securities Dealers of June 1, 2012, as amended; third, all other obligations not excluded by law from a debt-to-equity swap or write-off (other than deposits), such as the securities; and fourth, deposits to the extent in excess of the amount privileged by law. However, given the broad discretion granted to FINMA, any restructuring plan approved by FINMA in connection with restructuring proceedings with respect to UBS could provide that the claims under or in connection with the securities will be fully or partially converted into equity or written-off, while preserving other obligations of UBS that rank pari passu with UBS’ obligations under the securities. Consequently, the exercise by FINMA of any of its statutory resolution powers or any suggestion of any such exercise could materially adversely affect the rights of holders of the securities, the price or value of their investment in the securities and/or the ability of UBS to satisfy its obligations under the securities and could lead to holders losing some or all of their investment in the securities.

Once FINMA has opened restructuring proceedings with respect to UBS, it may consider factors such as the results of operations, financial condition (in particular, the level of indebtedness, potential future losses and/or restructuring costs), liquidity profile and regulatory capital adequacy of UBS and its subsidiaries, or any other factors of its choosing, when determining whether to exercise any of its statutory resolution powers with respect to UBS, including, if it chooses to exercise such powers to order a debt-to- equity swap and/or a write-off, whether to do so in full or in part. The criteria that FINMA may consider in exercising any statutory resolution power provide it with considerable discretion. Therefore, holders of the securities may not be able to refer to publicly available criteria in order to anticipate a potential exercise of any such power and, consequently, its potential effects on the securities and/or UBS.

If UBS were to be subject to restructuring proceedings, the creditors whose claims are affected by the restructuring plan would not have a right to vote on, reject, or seek the suspension of the restructuring plan. In addition, if a restructuring plan with respect to UBS has been approved by FINMA, the rights of a creditor to challenge the restructuring plan or have the restructuring plan reviewed by a judicial or administrative process or otherwise (e.g., on the grounds that the plan would unduly prejudice the rights of holders of securities or otherwise be in violation of the Swiss Banking Act) are very limited. Even if any of UBS’ creditors were to successfully challenge the restructuring plan in court, the court could only require the relevant creditors to be compensated ex post and there is currently no guidance as to on what basis such compensation would be calculated and how it would be funded. Any such challenge (even if successful) would not suspend, or result in the suspension of, the implementation of the restructuring plan.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Information About the Underlying Funds

All disclosures contained in this document regarding each underlying fund for the securities are derived from publicly available information. UBS has not conducted any independent review or due diligence of any publicly available information with respect to any underlying fund. You should make your own investigation into each underlying fund.

Included on the following pages is a brief description of each underlying fund. This information has been obtained from publicly available sources. Set forth below is a table that provides the quarterly closing high and quarterly closing low for each underlying fund. The information given below is for the specified calendar quarters. We obtained the closing price information set forth below from Bloomberg Professional® service (“Bloomberg”) without independent verification. You should not take the historical prices of the underlying funds as an indication of future performance.

The Energy Select Sector SPDR® Fund

We have derived all information contained herein regarding The Energy Select Sector SPDR® Fund (the “XLE Fund”) and the target index, as defined below, from publicly available information. Such information reflects the policies of, and is subject to changes by, the XLE Fund’s investment adviser, SSGA Funds Management, Inc. (“SSGA” or the “investment adviser”) and the index sponsor of the target index, as defined below.

The XLE Fund is one of the separate investment portfolios that constitute The Select Sector SPDR® Trust (“Select Sector SPDR”). The XLE Fund seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the Energy Select Sector Index (the “target index”). The target index seeks to measure the performance of the energy segment of the U.S. equity market and includes companies that have been identified as energy companies on the basis of general industry classification from a universe of companies defined by the S&P 500® Index, including securities of companies from the following industries: oil, gas and consumable fuels; and energy equipment and services. The target index is calculated, maintained and published by, S&P Dow Jones Indices LLC (the “index sponsor”). The index sponsor is under no obligation to continue to publish, and may discontinue or suspend the publication of, the target index at any time.

Select information regarding the XLE Fund’s expense ratio and its top constituents, country, industry and/or sector weightings may be made available on the XLE Fund’s website. Expenses of the XLE Fund reduce the net asset value of the assets held by the XLE Fund and, therefore, reduce the value of the shares of the XLE Fund.

In seeking to track the performance of the target index, the XLE Fund employs a replication strategy, which means that the XLE Fund typically invests in substantially all of the securities represented in the target index in approximately the same proportions as the target index. Under normal market conditions, the XLE Fund generally invests substantially all, but at least 95%, of its total assets in the securities comprising the target index. In addition, the XLE Fund may invest in cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSGA).

Shares of the XLE Fund are listed on the NYSE Arca under the ticker symbol “XLE”.

Information from outside sources including, but not limited to the prospectus related to the XLE Fund and any other website referenced in this section, is not incorporated by reference in, and should not be considered part of, this document or any document incorporated herein by reference. We have not undertaken an independent review or due diligence of any publicly available information with respect to the XLE Fund or the target index.

Information filed by Select Sector SPDR with the SEC, including the prospectus for the XLE Fund, can be found by reference to its SEC file numbers: 333-57791 and 811-08837 or its CIK Code: 0001064641.

Information as of market close on July 25, 2025:


Bloomberg Ticker Symbol:	XLE UP	52 Week High (on November 22, 2024):	$97.27
Current Price:	$87.10	52 Week Low (on April 8, 2025):	$76.44
52 Weeks Ago (on July 25, 2024):	$91.90

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Historical Information

The table below sets forth the published high and low closing prices, as well as end-of-quarter closing price, of the underlying fund for the period specified. The closing price of the underlying fund on July 25, 2025 was $87.10. The associated graph shows the closing prices of the underlying fund for each trading day from January 1, 2015 to July 25, 2025. The dotted line represents its coupon barrier and its trigger level of $60.97, which is equal to 70% of its closing price on July 25, 2025. UBS has not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The historical performance of the underlying fund should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the underlying fund at any time, including on any coupon observation date.


The Energy Select Sector SPDR® Fund	High	Low	Period End
2021
First Quarter	$53.57	$37.96	$49.06
Second Quarter	$56.19	$47.07	$53.87
Third Quarter	$54.81	$45.79	$52.09
Fourth Quarter	$59.14	$53.01	$55.50
2022
First Quarter	$78.75	$57.22	$76.44
Second Quarter	$92.28	$70.66	$71.51
Third Quarter	$84.09	$67.49	$72.02
Fourth Quarter	$94.08	$76.09	$87.47
2023
First Quarter	$93.11	$76.97	$82.83
Second Quarter	$87.23	$76.59	$81.17
Third Quarter	$93.36	$79.09	$90.39
Fourth Quarter	$91.96	$81.20	$83.84
2024
First Quarter	$94.41	$79.91	$94.41
Second Quarter	$98.08	$92.03	$91.15
Third Quarter	$93.39	$84.35	$87.80
Fourth Quarter	$97.27	$83.32	$85.66
2025
First Quarter	$93.96	$85.70	$93.45
Second Quarter	$94.13	$76.44	$84.81
Third Quarter (through July 25, 2025)	$89.13	$85.07	$87.10

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

The Industrial Select Sector SPDR® Fund

We have derived all information contained herein regarding The Industrial Select Sector SPDR® Fund (the “XLI Fund”) and the target index, as defined below, from publicly available information. Such information reflects the policies of, and is subject to changes by, the XLI Fund’s investment adviser, SSGA Funds Management, Inc. (“SSGA” or the “investment adviser”) and the index sponsor of the target index, as defined below.

The XLI Fund is one of the separate investment portfolios that constitute The Select Sector SPDR® Trust (“Select Sector SPDR”). The XLI Fund seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the Industrial Select Sector Index (the “target index”). The target index seeks to measure the performance of the industrial segment of the U.S. equity market and includes companies that have been identified as industrial companies on the basis of general industry classification from a universe of companies defined by the S&P 500® Index, including securities of companies from the following industries: aerospace and defense; industrial conglomerates; marine; transportation infrastructure; machinery; road and rail; air freight and logistics; commercial services and supplies; professional services; electrical equipment; construction and engineering; trading companies and distributors; airlines; and building products. The target index is calculated, maintained and published by, S&P Dow Jones Indices LLC (the “index sponsor”). The index sponsor is under no obligation to continue to publish, and may discontinue or suspend the publication of, the target index at any time.

Select information regarding the XLI Fund’s expense ratio and its top constituents, country, industry and/or sector weightings may be made available on the XLI Fund’s website. Expenses of the XLI Fund reduce the net asset value of the assets held by the XLI Fund and, therefore, reduce the value of the shares of the XLI Fund.

In seeking to track the performance of the target index, the XLI Fund employs a replication strategy, which means that the XLI Fund typically invests in substantially all of the securities represented in the target index in approximately the same proportions as the target index. Under normal market conditions, the XLI Fund generally invests substantially all, but at least 95%, of its total assets in the securities comprising the target index. In addition, the XLI Fund may invest in cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSGA).

Shares of the XLI Fund are listed on the NYSE Arca under the ticker symbol “XLI”.

Information from outside sources including, but not limited to the prospectus related to the XLI Fund and any other website referenced in this section, is not incorporated by reference in, and should not be considered part of, this document or any document incorporated herein by reference. We have not undertaken an independent review or due diligence of any publicly available information with respect to the XLI Fund or the target index.

Information filed by Select Sector SPDR with the SEC, including the prospectus for the XLI Fund, can be found by reference to its SEC file numbers: 333-57791 and 811-08837 or its CIK Code: 0001064641.

Information as of market close on July 25, 2025:


Bloomberg Ticker Symbol:	XLI UP	52 Week High (on July 25, 2025):	$154.99
Current Price:	$154.99	52 Week Low (on April 8, 2025):	$116.42
52 Weeks Ago (on July 25, 2024):	$124.18

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Historical Information

The table below sets forth the published high and low closing prices, as well as end-of-quarter closing price, of the underlying fund for the period specified. The closing price of the underlying fund on July 25, 2025 was $154.99. The associated graph shows the closing prices of the underlying fund for each trading day from January 1, 2015 to July 25, 2025. The dotted line represents its coupon barrier and its trigger level of $108.49, which is equal to 70% of its closing price on July 25, 2025. UBS has not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The historical performance of the underlying fund should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the underlying fund at any time, including on any coupon observation date.


Industrial Select Sector SPDR® Fund	High	Low	Period End
2021
First Quarter	$98.77	$84.77	$98.45
Second Quarter	$105.53	$98.78	$102.40
Third Quarter	$105.53	$97.84	$97.84
Fourth Quarter	$107.12	$98.64	$105.81
2022
First Quarter	$107.05	$95.60	$102.98
Second Quarter	$102.18	$85.56	$87.34
Third Quarter	$100.53	$82.84	$82.84
Fourth Quarter	$102.33	$84.74	$98.21
2023
First Quarter	$103.67	$96.51	$101.18
Second Quarter	$107.32	$96.85	$107.32
Third Quarter	$110.75	$100.74	$101.38
Fourth Quarter	$114.13	$96.44	$113.99
2024
First Quarter	$125.96	$110.23	$125.96
Second Quarter	$125.94	$120.47	$121.87
Third Quarter	$135.44	$120.56	$135.44
Fourth Quarter	$143.99	$131.76	$131.76
2025
First Quarter	$141.67	$128.78	$131.07
Second Quarter	$147.52	$116.42	$147.52
Third Quarter (through July 25, 2025)	$154.99	$148.01	$154.99

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

The Consumer Discretionary Select Sector SPDR® Fund

We have derived all information contained herein regarding The Consumer Discretionary Select Sector SPDR® Fund (the “XLY Fund”) and the target index, as defined below, from publicly available information. Such information reflects the policies of, and is subject to changes by, the XLY Fund’s investment adviser, SSGA Funds Management, Inc. (“SSGA” or the “investment adviser”) and the index sponsor of the target index, as defined below.

The XLY Fund is one of the separate investment portfolios that constitute The Select Sector SPDR® Trust (“Select Sector SPDR”). The XLY Fund seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the Consumer Discretionary Select Sector Index (the “target index”). The target index seeks to measure the performance of the consumer discretionary segment of the U.S. equity market and includes companies that have been identified as consumer discretionary companies on the basis of general industry classification from a universe of companies defined by the S&P 500® Index, including securities of companies from the following industries: retail (specialty, multiline, internet and direct marketing); hotels, restaurants and leisure; textiles, apparel and luxury goods; household durables; automobiles; auto components; distributors; leisure products; and diversified consumer services. The target index is calculated, maintained and published by, S&P Dow Jones Indices LLC (the “index sponsor”). The index sponsor is under no obligation to continue to publish, and may discontinue or suspend the publication of, the target index at any time.

Select information regarding the XLY Fund’s expense ratio and its top constituents, country, industry and/or sector weightings may be made available on the XLY Fund’s website. Expenses of the XLY Fund reduce the net asset value of the assets held by the XLY Fund and, therefore, reduce the value of the shares of the XLY Fund.

In seeking to track the performance of the target index, the XLY Fund employs a replication strategy, which means that the XLY Fund typically invests in substantially all of the securities represented in the target index in approximately the same proportions as the target index. Under normal market conditions, the XLY Fund generally invests substantially all, but at least 95%, of its total assets in the securities comprising the target index. In addition, the XLY Fund may invest in cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by SSGA).

Shares of the XLY Fund are listed on the NYSE Arca under the ticker symbol “XLY”.

Information from outside sources including, but not limited to the prospectus related to the XLY Fund and any other website referenced in this section, is not incorporated by reference in, and should not be considered part of, this document or any document incorporated herein by reference. We have not undertaken an independent review or due diligence of any publicly available information with respect to the XLY Fund or the target index.

Information filed by Select Sector SPDR with the SEC, including the prospectus for the XLY Fund, can be found by reference to its SEC file numbers: 333-57791 and 811-08837 or its CIK Code: 0001064641.

Information as of market close on July 25, 2025:


Bloomberg Ticker Symbol:	XLY UP	52 Week High (on December 17, 2024):	$239.43
Current Price:	$224.87	52 Week Low (on August 7, 2024):	$170.05
52 Weeks Ago (on July 25, 2024):	$180.59

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Historical Information

The table below sets forth the published high and low closing prices, as well as end-of-quarter closing price, of the underlying fund for the period specified. The closing price of the underlying fund on July 25, 2025 was $224.87. The associated graph shows the closing prices of the underlying fund for each trading day from January 1, 2015 to July 25, 2025. The dotted line represents its coupon barrier and its trigger level of $157.41, which is equal to 70% of its closing price on July 25, 2025. UBS has not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The historical performance of the underlying fund should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the underlying fund at any time, including on any coupon observation date.


The Consumer Discretionary Select Sector SPDR® Fund	High	Low	Period End
2021
First Quarter	$173.21	$155.83	$168.07
Second Quarter	$179.87	$166.65	$178.55
Third Quarter	$185.89	$175.93	$179.45
Fourth Quarter	$211.42	$179.37	$204.44
2022
First Quarter	$210.31	$163.19	$185.00
Second Quarter	$189.39	$134.63	$137.48
Third Quarter	$172.97	$140.01	$142.45
Fourth Quarter	$147.57	$126.26	$129.16
2023
First Quarter	$156.16	$128.39	$149.54
Second Quarter	$169.81	$143.54	$169.81
Third Quarter	$176.97	$158.36	$160.98
Fourth Quarter	$181.41	$148.04	$178.81
2024
First Quarter	$185.02	$170.90	$183.89
Second Quarter	$184.45	$169.76	$182.40
Third Quarter	$200.84	$170.05	$200.37
Fourth Quarter	$239.43	$194.06	$224.35
2025
First Quarter	$233.20	$192.60	$197.46
Second Quarter	$218.59	$176.34	$217.33
Third Quarter (through July 25, 2025)	$226.55	$217.66	$224.87

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027

Additional Information about the Securities

Please read this information in conjunction with the summary terms on the front cover of this document.


Additional Provisions:
Record date:	The record date for each coupon payment date shall be the business day prior to such scheduled coupon payment date.
Trustee:	U.S. Bank Trust National Association
Calculation agent:	UBS Securities LLC
Tax considerations:	The U.S. federal income tax consequences of your investment in the securities are uncertain. There are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the securities. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion in “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 and to discuss the tax consequences of your particular situation with your tax advisor. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed U.S. Department of the Treasury (the “Treasury”) regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S. laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the “IRS”) has been sought as to the U.S. federal income tax consequences of your investment in the securities, and the following discussion is not binding on the IRS. U.S. Tax Treatment. Pursuant to the terms of the securities, UBS and you agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to characterize the securities as prepaid derivative contracts with respect to the underlying funds. If your securities are so treated, any contingent coupon that is paid by UBS (including on the maturity date or call settlement date) should be included in your income as ordinary income in accordance with your regular method of accounting for U.S. federal income tax purposes. In addition, excluding amounts attributable to any contingent coupon, you should generally recognize gain or loss upon the taxable disposition of your securities in an amount equal to the difference between the amount you receive at such time (other than amounts or proceeds attributable to a contingent coupon or any amount attributable to any accrued but unpaid contingent coupon) and the amount you paid for your securities. Subject to the “constructive ownership rules” of Section 1260 discussed below, such gain or loss should generally be long-term capital gain or loss if you have held your securities for more than one year (otherwise such gain or loss should be short-term capital gain or loss if held for one year or less). The deductibility of capital losses is subject to limitations. Although uncertain, it is possible that proceeds received from the taxable disposition of your securities prior to a coupon payment date, but that could be attributed to an expected contingent coupon, could be treated as ordinary income. You should consult your tax advisor regarding this risk. Based on certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion that it would be reasonable to treat your securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities, it is possible that your securities could alternatively be treated for tax purposes as a single contingent payment debt instrument, or pursuant to some other characterization, (including possible treatment as a “constructive ownership” transaction under Section 1260 of the Code), such that the timing and character of your income from the securities could differ materially and adversely from the treatment described above, as described further under “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards with Associated Contingent Coupon” in the accompanying product supplement. Section 1260. Because the underlying funds would be treated as “pass-thru entities” for purposes of Section 1260 of the Code, it is possible that the securities could be treated as a constructive ownership transaction under Section 1260 of the Code. If the securities were treated as a constructive ownership transaction, certain adverse U.S. federal income tax consequences could apply (i.e., all or a portion of any long-term capital gain that you recognize upon the taxable disposition of your securities could be recharacterized as ordinary income and you could be subject to an interest charge on deferred tax liability with respect to such recharacterized gain). We urge you to read the discussion concerning the possible treatment of the securities as a constructive ownership transaction under “Material U.S. Federal Income Tax Consequences— Securities Treated as Prepaid Derivatives or Prepaid Forwards”, in the accompanying product supplement.

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Trigger Callable Contingent Yield Securities with 6-Month Initial Non-Call Period due July 29, 2027


	Notice 2008-2. In 2007, the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, which might include the securities. Notice 2008-2 focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the instruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both U.S. and non-U.S. holders should consult their tax advisors regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments and the issues presented by this notice.
	Medicare Tax on Net Investment Income. U.S. holders that are individuals, estates, or certain trusts are subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include any income or gain realized with respect to the securities, to the extent of their net investment income that when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), $125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or a trust. The 3.8% Medicare tax is determined in a different manner than the income tax. U.S. holders should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare tax.
	Specified Foreign Financial Assets. Certain U.S. holders that own “specified foreign financial assets” in excess of an applicable threshold may be subject to reporting obligations with respect to such assets with their tax returns, especially if such assets are held outside the custody of a U.S. financial institution. U.S. holders are urged to consult their tax advisors as to the application of this legislation to their ownership of the securities. Non-U.S. Holders. The U.S. federal income tax treatment of the contingent coupons is unclear. Subject to Section 871(m) of the Code and FATCA, as discussed below, our special U.S. tax counsel is of the opinion that contingent coupons paid to a non-U.S. holder that provides us (and/or the applicable withholding agent) with a fully completed and validly executed applicable IRS Form W-8 should not be subject to U.S. withholding tax and we do not intend to withhold any tax on contingent coupons. However, it is possible that the IRS could assert that such payments are subject to U.S. withholding tax, or that another withholding agent may otherwise determine that withholding is required, in which case the other withholding agent may withhold up to 30% on such payments (subject to reduction or elimination of such withholding tax pursuant to an applicable income tax treaty). We will not pay any additional amounts in respect of such withholding. Subject to Section 897 of the Code and Section 871(m) of the Code, discussed below, gain realized from the taxable disposition of a security generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S., (ii) the non-U.S. holder is a non-resident alien individual and is present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are satisfied or (iii) the non-U.S. holder has certain other present or former connections with the U.S. Section 897. We will not attempt to ascertain whether any underlying issuer would be treated as a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the securities should be treated as “United States real property interests” (“USRPI”) as defined in Section 897 of the Code. If any such entity and the securities were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a security upon a taxable disposition of the securities to the U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the potential treatment of an underlying issuer as a USRPHC and the securities as USRPI.
	Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying U.S. equity securities or indices containing U.S. equity securities. The withholding tax can apply even if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked instruments that have a delta of one (“delta-one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued after 2017. However, the IRS has issued guidance that states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified equity-linked instruments that are not delta-one specified equity-linked instruments and are issued before January 1, 2027. Based on our determination that the securities are not “delta-one” with respect to any underlying fund, our special U.S. tax counsel is of the opinion that the securities should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Furthermore, the application of Section 871(m) of the Code will depend on our determinations on the date the terms of the securities are set. If withholding is required, we will not make payments of any additional amounts.

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Nevertheless, after the date the terms are set, it is possible that your securities could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting the underlying funds or your securities, and following such occurrence your securities could be treated as delta-one specified equity-linked instruments that are subject to withholding on dividend equivalents. It is also possible that withholding tax or other tax under Section 871(m) of the Code could apply to the securities under these rules if you enter, or have entered, into certain other transactions in respect of the underlying funds or the securities. If you enter, or have entered, into other transactions in respect of the underlying funds or the securities, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your securities in the context of your other transactions.

Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the securities, you are urged to consult your tax advisor regarding the potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in the securities.

Foreign Account Tax Compliance Act. Legislation commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”) generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify these requirements. This legislation generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed or determinable annual or periodical” income (“FDAP income”). Withholding (if applicable) applies to payments of U.S.-source FDAP income and to payments of gross proceeds of the disposition (including upon retirement) of certain financial instruments treated as providing for U.S.-source interest or dividends. As the treatment of the securities is unclear, it is possible that any contingent coupon payment with respect to the securities could be subject to the FATCA rules. It is also possible in light of this uncertainty that an applicable withholding agent will treat gross proceeds of a disposition (including upon retirement) of the securities as being subject to the FATCA rules. If withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and non-U.S. holders should consult their tax advisors regarding the potential application of FATCA to the securities.

Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of securities similar to the securities purchased after the bill was enacted to accrue interest income over the term of such securities despite the fact that there may be no contingent coupon over the entire term of such securities.

Furthermore, in 2013, the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If it had been enacted, the effect of this legislation generally would have been to require instruments such as the securities to be marked to market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions.

It is not possible to predict whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax treatment of your securities. You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your securities.

Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the application of U.S. federal income tax laws to their particular situations, as well as any tax consequences of the purchase, beneficial ownership and disposition of the securities arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including those of the underlying issuers).

Use of proceeds and hedging:

We will use the net proceeds we receive from the sale of the securities for the purposes we describe in the accompanying product supplement under “Use of Proceeds.” We and/or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the securities as described below.

In connection with the sale of the securities, we and/or our affiliates may enter into hedging transactions involving the execution of long-term or short-term interest rate swaps, futures and option transactions or purchases and sales of securities before, on and after the trade date of the securities. From time to time, we and/or our affiliates may enter into additional hedging transactions or unwind those we have entered into.

We and/or our affiliates may acquire a long or short position in securities similar to the securities from time to time and may, in our or their sole discretion, hold or resell those securities.

The hedging activity discussed above may adversely affect the market value of the securities from time to time and the payment at maturity, if any. See “Risk Factors” in this document for a discussion of these adverse effects.

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Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any):	Pursuant to the terms of a distribution agreement, UBS has agreed to sell to UBS Securities LLC, and UBS Securities LLC has agreed to purchase from UBS, the stated principal amount of the securities specified on the front cover of this document at the price to public less a fee of $22.50 per security. UBS Securities LLC has agreed to resell all of the securities to Morgan Stanley Wealth Management with an underwriting discount of $22.50 reflecting a fixed structuring fee of $3.33 and a fixed sales commission of $17.50 per security that Morgan Stanley Wealth Management sells. UBS or an affiliate will also pay a fee to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management and an affiliate of UBS Securities LLC each has an ownership interest, for providing certain electronic platform services with respect to this offering. UBS, UBS Securities LLC or any other affiliate of UBS may use this document, the accompanying product supplement and the accompanying prospectus in a market-making transaction for any securities after their initial sale. In connection with the offering, UBS, UBS Securities LLC, any other affiliate of UBS or any other securities dealers may distribute this document, the accompanying product supplement and the accompanying prospectus electronically. Unless UBS or its agent informs the purchaser otherwise in the confirmation of sale, this document, the accompanying product supplement and the accompanying prospectus are being used in a market-making transaction. Conflicts of Interest. UBS Securities LLC is an affiliate of UBS and, as such, has a “conflict of interest” in this offering within the meaning of Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, UBS will receive the net proceeds (excluding the underwriting discount) from the initial public offering of the securities and, thus creates an additional conflict of interest within the meaning of FINRA Rule 5121. UBS Securities LLC is not permitted to sell securities in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. UBS Securities LLC and its affiliates may offer to buy or sell the securities in the secondary market (if any) at prices greater than UBS’ internal valuation. The value of the securities at any time will vary based on many factors that cannot be predicted. However, the price (not including UBS Securities LLC’s or any affiliate’s customary bid-ask spreads) at which UBS Securities LLC or any affiliate would offer to buy or sell the securities immediately after the trade date in the secondary market is expected to exceed the estimated initial value of the securities as determined by reference to our internal pricing models. The amount of the excess will decline to zero on a straight line basis over a period ending no later than 6 weeks after the trade date, provided that UBS Securities LLC may shorten the period based on various factors, including the magnitude of purchases and other negotiated provisions with selling agents. Notwithstanding the foregoing, UBS Securities LLC and its affiliates intend, but are not required, to make a market for the securities and may stop making a market at any time. For more information about secondary market offers and the estimated initial value of the securities, see “Risk Factors — Estimated Value Considerations” and “— Risks Relating to Liquidity and Secondary Market Price Considerations” in this document.
Prohibition of sales to EEA investors:	The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “EU PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Prohibition on sales to UK retail investors:	The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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