♦Depending on your broker, the price at which UBS Securities LLC and its affiliates may offer to buy the Notes in the secondary market (if any) may be less than the valuation provided on your customer account statement - As described above, UBS Securities LLC and its affiliates intend, but are not required, to make a market for the Notes and may stop making a market at any time. If UBS Securities LLC or an affiliate makes secondary markets in the Notes, it will do so at prices that will be equal to the principal amount plus a return equal to the then-current underlying return (which may be negative), reduced by a percentage equal to the secondary market unwind fee set forth herein under "Preliminary Terms — Secondary Markets (if any)". The value provided by UBS Securities LLC on its customer statements is based on these pricing models. As a result, depending on your broker, UBS Securities LLC or its affiliates may offer to buy or sell the Notes in the secondary market at a price that is less than the valuation provided on your broker’s customer account statements. Investors should inquire as to the valuation provided on customer account statements provided by unaffiliated dealers.

♦The secondary unwind fee will reduce any amounts due to you if you sell your Notes prior to maturity — For any secondary market transaction executed by UBS Securities LLC, the purchase price quoted will be equal to the principal amount plus a return equal to the then-current underlying return (which may be negative) reduced by a percentage equal to the secondary market unwind fee, as described under "Preliminary Terms — Secondary Markets (if any)".

♦Economic and market factors affecting the terms and market price of Notes prior to maturity — Because structured notes, including the Notes, can be thought of as having a debt component and a derivative component, factors that influence the values of debt instruments and options and other derivatives will also affect the terms and features of the Notes at issuance and the market price of the Notes prior to maturity. These factors include the levels of the underlying constituents; any expected dividends on the underlying constituents; the time remaining to the maturity of the Notes; applicable exchange rates between the currency in which the non-U.S. underlying constituents trade and the U.S. dollar; interest rates in the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial events; the creditworthiness of UBS; the then current bid-ask spread for the Notes and the factors discussed under “— Risks Relating to Hedging Activities and Conflicts of Interest — Potential conflicts of interest” below. These and other factors are unpredictable and interrelated and may offset or magnify each other.

♦Impact of fees and other factors on secondary market prices — All other things being equal, the inclusion in the issue price of the upfront fee payable to UBS Financial Services Inc. and UBS AG, hedging costs, issuance costs, any projected profits and the secondary market unwind fee discussed herein under "Preliminary Terms — Secondary Markets (if any)" are all expected to reduce the price at which you may be able to sell the Notes in any secondary market.

Risks Relating to Hedging Activities and Conflicts of Interest

♦Following certain events, the calculation agent can make adjustments to an underlying constituent and the terms of the Notes that may adversely affect the market value of, and return on, the Notes — Following certain events affecting an underlying constituent, the calculation agent may make adjustments to its initial asset level, final asset level and/or constituent adjustment factor, as applicable, and any other term of the Notes and, in some instances, may replace such underlying constituent. However, the calculation agent will not make an adjustment in response to every event that could affect an underlying constituent. If an event occurs that does not require the calculation agent to make an adjustment, the market value of, and return on, the Notes 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 Notes resulting solely from any such event to achieve an equitable result. Following certain events relating to an underlying constituent issuer, such as a reorganization event or a delisting or suspension of trading, the return on the Notes may be based on the equity security of a successor to such underlying constituent issuer in combination with any cash or any other assets distributed to holders of such underlying constituent, if applicable, or on the common stock issued by another company. The occurrence of any such event and the consequent adjustments may materially and adversely affect the value of, and return on, the Notes. For more information, see the sections “Additional Terms of the Notes — Antidilution Adjustments”, “— Reorganization Events” and “— Delisting of, Suspension of Trading in, or Change in Law” in the accompanying product supplement.

♦Potential UBS impact on price — Trading or transactions by UBS or its affiliates in any underlying constituent, listed and/or over-the-counter options, futures, exchange-traded funds or other instruments with returns linked to the performance of any underlying constituent may adversely affect the market price of that underlying constituent (and, therefore, the performance of the underlying) and, therefore, the market value of, and return on, the Notes.

♦Potential conflicts of interest — UBS and its affiliates may engage in business with an underlying constituent issuer, which may present a conflict between the interests of UBS and you, as a holder of the Notes. There are also potential conflicts of interest between you and the calculation agent, which will be an affiliate of UBS. The calculation agent can postpone the determination of the terms of the Notes on the trade date, or the closing level of an underlying constituent or the final underlying level on the final valuation date, if a market disruption event occurs or is continuing on that day. As UBS determines the economic terms of the Notes, including the upfront fee, hedging costs, issuance costs and projected profits, the Notes 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.

♦Dealer incentives — UBS and its affiliates act in various capacities with respect to the Notes. We and our affiliates may act as a principal, agent or dealer in connection with the sale of the Notes. Such affiliates, including the sales representatives, will derive compensation from the distribution of the Notes and such compensation may serve as an incentive to sell these Notes instead of other investments. We will pay a total underwriting compensation to UBS Financial Services Inc. in an amount equal to the specified portion of the upfront fee listed on the cover hereof per Note to any of our affiliates acting as agents or dealers in connection with the distribution of the Notes.

8

♦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 market value of, and return on, the Notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. 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 Notes and the underlying.

Risks Relating to General Credit Characteristics

♦Credit risk of UBS — The Notes 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 Notes, 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 Notes. If UBS were to default on its obligations, you may not receive any amounts owed to you under the terms of the Notes and you could lose all of your initial investment.

♦The Notes are not bank deposits — An investment in the Notes carries risks which are very different from the risk profile of a bank deposit placed with UBS or its affiliates. The Notes 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 Notes 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 Notes) 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 Notes, 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 Notes. Prior to any debt-to-equity swap or write-off with respect to any Notes, 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 Notes; 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 Notes 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 Notes. 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 Notes, the price or value of their investment in the Notes and/or the ability of UBS to satisfy its obligations under the Notes and could lead to holders losing some or all of their investment in the Notes.

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 Notes 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 Notes 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 Notes 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.

Risks Relating to U.S. Federal Income Taxation

9

♦Uncertain tax treatment — Significant aspects of the tax treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation. See “What Are the Tax Consequences of the Notes?” herein and “Material U.S. Federal Income Tax Consequences”, including the section “—Securities Treated as Prepaid Derivatives or Prepaid Forwards”, in the accompanying product supplement.

10

Hypothetical Return Table of the Notes at Maturity

The below table is based on hypothetical terms. The actual terms will be set on the trade date and will be indicated on the cover of the final pricing supplement.

The examples and table below illustrate the payment at maturity per Note on a hypothetical offering of the Notes, with the following assumptions (amounts may have been rounded for ease of reference):

(1) Represents the total return per Note at maturity based on the issue price.

Investing in the Notes involves significant risks. You may lose some or all of your initial investment if the underlying return is negative or not sufficiently positive to offset the effect of the upfront fee. Specifically, if the underlying return is negative, you will lose a percentage of your principal amount equal to the negative underlying return and the upfront fee and, in extreme situations, you could lose all of your initial investment. In no event will the payment at maturity be less than $0.00. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its obligations, you may not receive any amount owed to you under the Notes and you could lose all of your initial investment.

11

Information About the Underlying and the Underlying Constituents

All disclosures contained in this document regarding the underlying and underlying constituents is derived from publicly available information. UBS has not conducted any independent review or due diligence of any publicly available information with respect to the underlying and underlying constituents. We urge you to review financial and other information made publicly available by the applicable underlying constituent issuer including, without limitation, any information filed periodically with any applicable regulator such as the SEC.

Included on the following pages is a brief description of the underlying and underlying constituent issuers. This information has been obtained from publicly available sources. Set forth below are graphs that illustrate the past performance for each of the underlying constituents and a hypothetical past performance of the underlying. We obtained the past performance information set forth below from Bloomberg Professional® service (“Bloomberg”) without independent verification. You should not take the historical levels of the underlying constituents as an indication of future performance.

The Underlying

The underlying is an unequally weighted basket consisting of 28 selected U.S. and non-U.S. equity securities, as further described above under "The Underlying and Underlying Constituents". Because the underlying is newly created and its level will begin to be calculated only on the trade date, there is no actual historical information about the underlying closing levels as of the date hereof. Therefore, the hypothetical underlying closing levels of the underlying below are calculated based on publicly available information for each underlying constituent as reported by Bloomberg without independent verification. UBS has not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The hypothetical underlying closing level has fluctuated in the past and may, in the future, experience significant fluctuations. Any hypothetical historical upward or downward trend in the underlying closing level during any period shown below is not an indication that the underlying is more or less likely to increase or decrease at any time during the term of the Notes.

Hypothetical Historical Underlying Levels

The graph below illustrates the hypothetical performance of the underlying from March 2, 2023 through July 25, 2025, based on the daily closing levels of the underlying constituents, assuming the underlying closing level was 100 on March 2, 2023. Past hypothetical performance of the underlying is not indicative of the future performance of the underlying.

Underlying Closing Level

12

The Underlying Constituents

Eaton Corporation Public Limited Company

According to publicly available information, Eaton Corporation Public Limited Company operates as a power management company. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "ETN UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

13

Schneider Electric SE

According to publicly available information, Schneider Electric SE manufactures electrical power products. The company is listed on the Euronext Paris, under the Bloomberg ticker symbol, "SU FP".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

14

Linde PLC

According to publicly available information, Linde PLC operates as an industrial gas and engineering company. The company is listed on the Nasdaq Global Select Market, under the Bloomberg ticker symbol, "LIN UW".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

15

NextEra Energy, Inc.

According to publicly available information, NextEra Energy, Inc. is a clean energy company. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "NEE UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

16

Prysmian S.p.A.

According to publicly available information, Prysmian S.p.A. develops, designs, produces, supplies, and installs cables for applications in the energy and telecommunications industries. The company is listed on the Borsa Italiana, under the Bloomberg ticker symbol, "PRY IM".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

17

Rexel

According to publicly available information, Rexel provides electrical supplies. The company is listed on the Euronext Paris, under the Bloomberg ticker symbol, "RXL FP".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

18

Vistra Corp

According to publicly available information, Vistra Corp. provides utility services. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "VST UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from October 4, 2016 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

19

Emerson Electric Co.

According to publicly available information, Emerson Electric Co. designs and manufactures electronic and electrical equipment, software, systems, and services. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "EMR UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

20

Enel SpA

According to publicly available information, Enel SpA operates as a power, gas, and renewables markets company. The company is listed on the Borsa Italiana, under the Bloomberg ticker symbol, "ENEL IM".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

21

Entergy Corporation

According to publicly available information, Entergy Corporation is an integrated energy company that is primarily focused on electric power production and retail electric distribution operations. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "ETR UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

22

Goodman Group

According to publicly available information, Goodman Group is an integrated industrial property group. The company is listed on the Australian Securities Exchange, under the Bloomberg ticker symbol, "GMG AU".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

23

Hitachi, Ltd.

According to publicly available information, Hitachi, Ltd. manufactures communications and electronic equipment, heavy electrical and industrial machinery, and consumer electronics. The company is listed on the Tokyo Stock Exchange, under the Bloomberg ticker symbol, "6501 JP".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

24

National Grid plc

According to publicly available information, National Grid plc is a utility company which is focused on the transmission and distribution of electricity and gas. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "NGG UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

25

nVent Electric plc

According to publicly available information, nVent Electric plc operates as an electrical contractor. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "NVT UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from April 17, 2018 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

26

Siemens AG

According to publicly available information, Siemens AG is an engineering and manufacturing company. The company is listed on the Frankfurt Stock Exchange (Xetra), under the Bloomberg ticker symbol, "SIE GR".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

27

Constellation Energy Corporation

According to publicly available information, Constellation Energy Corporation produces carbon-free energy and sustainable solutions. The company is listed on the Nasdaq Global Select Market, under the Bloomberg ticker symbol, "CEG UW".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 19, 2022 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

28

Expand Energy Corporation

According to publicly available information, Expand Energy Corporation is a natural gas producer. The company is listed on the Nasdaq Global Select Market, under the Bloomberg ticker symbol, "EXE UW".

Historical Information

The graph below illustrates the performance of the underlying constituent from February 10, 2021 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

29

Iberdrola Sociedad Anonima

According to publicly available information, Iberdrola Sociedad Anonima generates, distributes, trades, and markets electricity in the United Kingdom, the United States, Spain, Portugal, and Latin America. The company is listed on the Sociedad de Bolsas, under the Bloomberg ticker symbol, "IBE SM".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

30

Martin Marietta Materials, Inc.

According to publicly available information, Martin Marietta Materials, Inc. produces aggregates for the construction industry, including highways, infrastructure, commercial and residential. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "MLM UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

31

Xcel Energy, Inc.

According to publicly available information, Xcel Energy, Inc. provides electric and natural gas services. The company is listed on the Nasdaq Global Select Market, under the Bloomberg ticker symbol, "XEL UW".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

32

China Hongqiao Group Ltd.

According to publicly available information, China Hongqiao Group Ltd. manufactures aluminum products. The company is listed on the Hong Kong Stock Exchange, under the Bloomberg ticker symbol, "1378 HK".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

33

EQT Corporation

According to publicly available information, EQT Corporation is an energy company with emphasis on Appalachian area natural-gas supply, transmission, and distribution. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "EQT UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

34

Freeport-McMoRan Inc.

According to publicly available information, Freeport-McMoRan Inc. is a natural resources company. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "FCX UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

35

Glencore plc

According to publicly available information, Glencore plc is a natural resources company. The company is listed on the London Stock Exchange, under the Bloomberg ticker symbol, "GLEN LN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

36

Johnson Controls International plc

According to publicly available information, Johnson Controls International plc provides building products and technology solutions. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "JCI UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

37

Quanta Services, Inc.

According to publicly available information, Quanta Services, Inc. provides contracting services to electric utilities, telecommunication, cable television operators, and governmental entities. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "PWR UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

38

Teck Resources Ltd.

According to publicly available information, Teck Resources Ltd. is an integrated natural resource group with activities in mining, smelting, and refining. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "TECK UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from January 1, 2015 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

39

Vertiv Holdings Co

According to publicly available information, Vertiv Holdings Co designs, manufactures and services digital infrastructure for data centers, communication networks, and commercial and industrial environments. The company is listed on the New York Stock Exchange, under the Bloomberg ticker symbol, "VRT UN".

Historical Information

The graph below illustrates the performance of the underlying constituent from July 30, 2018 through July 25, 2025 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the underlying constituent is not indicative of the future performance of the underlying constituent during the term of the Notes.

40

What Are the Tax Consequences of the Notes?

The U.S. federal income tax consequences of your investment in the Notes 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 Notes. 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”, 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 Notes, and the following discussion is not binding on the IRS.

General. The following are the material U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes. This discussion is only applicable to you if you are a U.S. Holder (as defined below) that is the initial holder of a Note and you hold such Note as a “capital asset” within the meaning of Section 1221 of the Code.

This discussion does not address all aspects of the U.S. federal income taxation of the Notes that may be relevant to you in light of your particular circumstances, nor does it address all of your tax consequences if you are a taxpayer that is subject to special treatment under the U.S. federal income tax laws, such as:

●a financial institution;

●a tax-exempt organization or an investor holding the Notes in a tax-advantaged account (such as an “Individual Retirement Account” or “Roth IRA”, as defined in Sections 408 and 408A of the Code, respectively);

●a dealer in securities or foreign currencies;

●a regulated investment company (a “RIC”), a real estate investment trust (a “REIT”) or a common trust fund;

●a life insurance company;

●a person that holds the Notes as part of a hedging transaction, straddle, synthetic security, conversion transaction, or other integrated transaction, or enters into a “constructive sale” with respect to the Notes or a “wash sale” with respect to the Notes;

●a U.S. Holder whose functional currency is not the U.S. dollar;

●a trader in securities who elects to apply a mark-to-market method of tax accounting; or

●a partnership or other entity classified as a partnership for U.S. federal income tax purposes.

In addition, this summary does not address the:

●tax considerations applicable to persons that engage in transactions relating to the underlying or the underlying constituents other than the purchase of the Notes or tax consequences from holding or disposing of the underlying constituents;

●asset diversification rules, qualified income rules or other special tax provisions applicable to RICs; or

●tax consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code.

If a partnership, or any entity treated as a partnership for U.S. federal income tax purposes, holds Notes, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the Notes should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in the Notes.

U.S. Holders. As used herein, a “U.S. Holder” means a beneficial owner of the Notes that is: (i) a citizen or resident of the U.S., (ii) a domestic corporation or other entity taxable as a corporation, created or organized in or under laws of the U.S. or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source or (iv) a trust if a court within the U.S. is able to exercise primary supervision over its administration, and one or more U.S. persons are authorized to control all substantial decisions of the trust.

An individual may, subject to certain exceptions, be deemed to be a resident of the U.S. by reason of being present in the U.S. for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year (counting for such purposes all of the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year).

U.S. Tax Treatment. Pursuant to the terms of the Notes, 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 your Notes as prepaid derivative contracts with respect to the underlying. If your Notes are so treated, you should generally recognize gain or loss upon the taxable disposition of your Notes in an amount equal to the difference between the amount you receive at such time and the amount you paid for your Notes. Such gain or loss should generally be long-term capital gain or loss if you have held your Notes 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. Additionally, it is possible that the IRS could assert that any positive adjustments to the Notes attributable to dividends on the underlying constituents should be included as an ordinary income item when the adjustments are made; and, therefore, U.S. Holders of the Notes could have ordinary income without cash in respect of such dividend adjustments.

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 Notes in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the Notes, it is possible that your Notes could alternatively be treated for tax purposes as a single contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the Notes 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”, in the accompanying product supplement.

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Except to the extent otherwise required by law, UBS intends to treat your Notes for U.S. federal income tax purposes in accordance with the treatment described above and under “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards”, in the accompanying product supplement, unless and until such time as the Treasury and the IRS determine that some other treatment is more appropriate.

Alternative Treatments. Because of the absence of authority regarding the appropriate tax characterization of your Notes, it is possible that the IRS could seek to characterize your Notes in a manner that results in tax consequences to you that are different from those described above.

For instance, it is also possible that you could be considered the beneficial owner of the underlying constituents during the term of the Notes, in which case you could be taxable with regard to any distributions made with respect to such underlying constituents, even if you do not receive such distributions, and your tax basis, and holding period for any underlying constituents received at maturity, may be different than as described above.

It is also possible that the Notes could be treated as a contingent payment debt instrument subject to special rules for contingent payment debt instruments. You should consult your tax advisor as to the tax consequences of such a characterization.

Other alternative federal income tax characterizations or treatments of the Notes are possible, and if applied, could also affect the timing and the character of the income, gain, or loss with respect to the Notes.

U.S. Holders should consult their tax advisors as to the tax consequences to them of purchasing Notes including any alternative characterizations and treatments.

Section 1297. We will not attempt to determine whether any underlying constituent issuer would be treated as a passive foreign investment company (“PFIC”) within the meaning of the Code. If any underlying constituent issuer were so treated, certain adverse U.S. federal income tax consequences might apply upon the taxable disposition of a Note. U.S. Holders should refer to information filed with the SEC or the equivalent governmental authority by such entities and consult their tax advisors regarding the possible consequences to them if any underlying constituent issuer is or becomes a PFIC.

Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of holders of the Notes. According to Notice 2008-2, the IRS and the Treasury are actively considering whether the holder of an instrument similar to the Notes should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the Notes will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, and whether the special “constructive ownership rules” of Section 1260 of the Code should be applied to such instruments. U.S. Holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations.

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 Notes, 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 trust. The 3.8% Medicare tax is determined in a different manner than the income tax. U.S. Holders should consult their tax advisors as to the consequences of 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 Notes.

Non-U.S. Holders. The Notes are not intended for purchase by any investor that is not a United States person, as that term is defined for U.S. federal income tax purposes, and no dealer may make offers of the Notes to any such investor. Notwithstanding this intended restriction on purchases, the following discussion applies to Non-U.S. Holders (as defined in the prospectus) of the Notes.

A “dividend equivalent” payment is treated as a dividend from sources within the U.S. and such payments generally would be subject to a 30% U.S. withholding tax if paid to a Non-U.S. Holder. Under U.S. Treasury Department regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. IRS guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027. Because the delta of the Notes with respect to the underlying will be one, dividend equivalent payments will be subject to withholding. The dividend equivalent amounts may not necessarily be the same as the amounts deemed reinvested in the underlying constituents. We will not pay any additional amounts in respect of any dividend equivalent withholding.

Except as described above, this discussion also does not address the U.S. federal income tax consequences to a Non-U.S. Holder of the Notes because such Notes are not intended to be offered to a non-U.S. person as such Notes would be subject to U.S. withholding tax under Section 871(m) of the Code, and we will not pay additional amounts.

Foreign Account Tax Compliance Act. The Foreign Account Tax Compliance Act (“FATCA”) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on “withholdable payments” (i.e., certain U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type which can produce U.S.-source interest or dividends) and “passthru payments” (i.e., certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of their affiliates) unless the payee foreign financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account of the institution (or the relevant affiliate) and to annually report certain information about such account. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or do not certify that they do not have any substantial U.S. owners) to withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes.

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Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under FATCA will generally apply to certain “withholdable payments”, will not apply to gross proceeds on a sale or disposition, and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two years after final regulations defining the term “foreign passthru payment” are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.

Investors should consult their tax advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold their Notes through a foreign entity) under the FATCA rules.

Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of Notes purchased after the bill was enacted to accrue interest income over the term of the Notes despite the fact that there will be no interest payments over the term of the Notes.

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 Notes 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 Notes. You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your Notes.

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 Notes arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including those of the underlying constituent issuers).

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Additional Terms of the Notes

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”, "- Delisting of, Suspension of Trading in, or Change in Law Affecting, an Underlying Equity" and "- Change in Law" in the accompanying product supplement are superseded and replaced in their entirety with the corresponding sections below.

Deemed Reinvestment of Cash Dividends

The underlying is designed to track the price and, on a net basis, yield return of the underlying constituents over the term of the Notes. Accordingly, even though the constituent weightings are set on the trade date, the effective weight of any underlying constituent within the underlying may change due to changes in its constituent adjustment factor following any deemed reinvestment of the net amount of any dividends paid on an underlying constituent into such underlying constituent on the related ex-dividend date. The ex-dividend date for any dividend or other distribution is the first trading day on which an underlying constituent trades without the right to receive that dividend or distribution.

The amount of any such cash dividend deemed reinvested will vary based on the underlying constituent and, in some instances, will be less than the gross dividend amount. For any underlying constituent with an issuer organized in the United States, the amount of such cash dividend deemed to be reinvested will be equal to the full amount declared by such underlying constituent issuer. For any underlying constituent with an issuer organized in a country other than the United States, the amount of such cash divided deemed to be reinvested will be less than the full amount declared by such underlying constituent issuer. In that case, the full amount of the dividend will be reduced by the dividend withholding rate applicable to UBS at such time; any such rate is not expected to exceed 30% of the gross dividend amount as of the trade date.

Each constituent adjustment factor represents a hypothetical number of shares of such underlying constituent. On the ex-dividend date relating to a cash dividend paid on an underlying constituent to reflect an increase in that hypothetical number of shares, the calculation agent will increase its constituent adjustment factor to equal the product of (1) the prior constituent adjustment factor times (2) a fraction, the numerator of which is the closing level of the applicable underlying constituent on the trading day before the related ex-dividend date (or such date as the calculation agent may determine is appropriate to ensure an equitable result), and the denominator of which is an amount equal to the closing level of the underlying constituent on the trading day before the related ex-dividend date minus the post-withholding dividend amount. For example, suppose the underlying constituent’s constituent adjustment factor is 1 and the underlying constituent closing level is $100 on the trading day prior to the ex-dividend date. If the post-withholding dividend amount is $20, then the constituent adjustment factor would be adjusted upwards to 1.25.

Any non-cash dividend, whether ordinary, extraordinary or special, or any other distribution, will not be deemed reinvested in accordance with this section and instead will be treated in the manner described below under "— Antidilution Adjustments". For instance, following a share dividend, the calculation agent may make an adjustment to the affected initial asset level, final asset level, constituent adjustment factor and/or any other relevant term, as applicable, as described below under “— Stock Dividends or Distributions” or, following the issuance of transferable rights and warrants, may make an adjustment in the manner described under “— Transferable Rights and Warrants”.

Antidilution Adjustments

The initial asset level, final asset level, constituent adjustment factor and/or any other relevant term, as applicable, are each subject to adjustments by the calculation agent as a result of the antidilution events described in this section. The adjustments described below do not cover all events that could affect the value of an underlying constituent and, therefore, the Notes. We describe the risks relating to dilution in the accompanying product supplement under “Risk Factors — Risks Related to Credit and Return Characteristics — You have limited protection in the case of antidilution and reorganization events”.

How Adjustments Will be Made

If one of the events described below occurs with respect to an underlying constituent and the calculation agent determines that the event has a diluting or concentrative effect on the theoretical value of such underlying constituent, the calculation agent will calculate such corresponding adjustment or series of adjustments to the initial asset level, final asset level, constituent adjustment factor and/or any other relevant term, as applicable, of the affected underlying constituent, as the calculation agent determines appropriate to account for that diluting or concentrative effect. For example, if an offering of the Notes is linked to an underlying containing any underlying constituent and an adjustment is required because of a two-for-one stock split with respect to such underlying constituent, then then the constituent adjustment factor will be doubled and no adjustment will be made with respect to the other unaffected underlying constituents. The calculation agent will also determine the effective date(s) of any adjustment or series of adjustments it chooses to make and the replacement of an underlying constituent, if applicable, in the event of a consolidation or merger of the applicable underlying constituent issuer with another entity. Upon making any such adjustment, the calculation agent will give notice as soon as practicable to the trustee, stating the corresponding adjustments to the terms of the Notes.

If more than one event requiring an adjustment occurs, the calculation agent will make an adjustment for each event in the order in which the events occur and on a cumulative basis. Thus, the calculation agent will adjust the initial asset level, final asset level, constituent adjustment factor and/or any other relevant term for the first event, as applicable, then adjust those same terms, as applicable, for the second event, and so on for any subsequent events.

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Notwithstanding the description of the specific adjustments to be made, if an event requiring antidilution adjustments occurs, the calculation agent may make adjustments or a series of adjustments that differ from, or that are in addition to, those described in this pricing supplement with a view to offsetting, to the extent practical, any change in your economic position as a holder of the Notes resulting solely from that event to achieve an equitable result. The calculation agent may modify any terms as necessary to ensure an equitable result. The terms that may be so modified by the calculation agent include, but are not limited to, the initial asset level, final asset level, constituent adjustment factor and/or any other relevant term, as applicable, of such underlying constituent. In determining whether or not any adjustment so described achieves an equitable result, the calculation agent may consider any adjustment made by the Options Clearing Corporation or any applicable other equity derivatives clearing organization on options contracts on the affected underlying constituent. Further, antidilution events may occur contemporaneously or reasonably proximate in time to market disruption events, reorganization events, a delisting of, suspension of trading in or change in law. In this case the calculation agent may select the events for which adjustments or postponements will be made and determine the relative sequence therefor.

No such adjustments will be required unless such adjustments would result in a change of at least 0.1% in the initial asset level, final asset level, constituent adjustment factor and/or any other relevant term of the underlying constituent, as applicable. All terms of the Notes resulting from any adjustment will be rounded up or down, as appropriate, to the nearest cent, with one-half cent being rounded upward.

For purposes of the antidilution adjustments, if an ADR is serving as an underlying constituent, the calculation agent will consider the effect of the relevant event on the holders of the ADRs. For instance, if a holder of the ADRs receives an extraordinary dividend, the provisions below would apply to the ADRs. On the other hand, if a spin-off occurs, and the ADRs represent both the spun-off security as well as the existing non-U.S. stock, the calculation agent may determine not to effect antidilution adjustments. More particularly, if an ADR is serving as an underlying constituent, no adjustment will be made (1) if holders of ADRs are not eligible to participate in any of the events requiring antidilution adjustments described below or (2) except as discussed further herein, to the extent that the calculation agent determines that the non-U.S. stock issuer or the depositary for the ADRs has adjusted the number of shares of non-U.S. stock represented by each ADR so that the economic terms of the ADRs would not be affected by the antidilution event in question.

If the non-U.S. stock issuer or the depositary for the ADRs, in the absence of any of the events described below, elects to adjust the number of shares of non-U.S. stock represented by each ADR, then the calculation agent may make the necessary antidilution adjustments to reflect such change. The depositary for the ADRs may also have the ability to make adjustments in respect of the ADRs for share distributions, rights distributions, cash distributions and distributions other than shares, rights and cash. Upon any such adjustment by the depositary, the calculation agent may adjust such terms and conditions of the Notes as the calculation agent determines appropriate to account for that event.

The calculation agent will make all determinations with respect to antidilution adjustments affecting a particular offering of the Notes, including any determination as to whether an event requiring adjustments has occurred (including whether an event has a diluting or concentrative effect on the theoretical value of the applicable underlying constituent), as to the nature of the adjustments required and how they will be made or as to the value of any property received by, resulting from or otherwise retained by a hypothetical holder of an underlying constituent with respect to those Notes. Upon your written request, the calculation agent will provide you with information about any adjustments it makes as the calculation agent determines is appropriate.

The following events are those that may require antidilution adjustments:

➢a subdivision, consolidation or reclassification of an underlying constituent or a free distribution or dividend of shares of an underlying constituent to existing holders of an underlying constituent by way of bonus, capitalization or similar issue;

➢a distribution or dividend to existing holders of an underlying constituent of:

￭additional shares of an underlying constituent as described under “— Stock Dividends or Distributions” below,

￭other share capital or securities granting the right to payment of dividends and/or proceeds of liquidation of the respective underlying constituent issuer equally or proportionately with such payments to holders of an underlying constituent, as applicable, or

￭any other type of securities, rights or warrants in any case for payment (in cash or otherwise) at less than the prevailing market price as determined by the calculation agent;

➢the declaration by the respective underlying constituent issuer of an extraordinary or special dividend or other distribution (other than a cash extraordinary or special dividend or other distribution), whether in additional shares of an underlying constituent or other assets;

➢a repurchase by the respective underlying constituent issuer of its equity, whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;

➢a consolidation of the respective underlying constituent issuer with another company; and

➢any other similar event that may have a diluting or concentrative effect on the theoretical value of an underlying constituent.

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The adjustments described below do not cover all events that could affect the value of the Notes. We describe the risks relating to dilution in the accompanying product supplement under “Risk Factors — Risks Related to Credit and Return Characteristics — You have limited protection in the case of antidilution and reorganization events”.

Stock Splits and Reverse Stock Splits

A stock split is an increase in the number of a corporation’s outstanding shares of stock without any change in its stockholders’ equity. Each outstanding share is worth less as a result of a stock split. A reverse stock split is a decrease in the number of a corporation’s outstanding shares of stock without any change in its stockholders’ equity. Each outstanding share is worth more as a result of a reverse stock split.

If an underlying constituent is subject to a stock split or a reverse stock split, then the constituent adjustment factor, as applicable, will be adjusted by multiplying the prior constituent adjustment factor by the number of shares that a holder of one share of the underlying constituent before the effective date of that stock split or reverse stock split would have owned or been entitled to receive immediately following the applicable effective date.

Stock Dividends or Distributions

In a stock dividend, a corporation issues additional shares of its stock to all holders of its outstanding stock in proportion to the shares they own. Each outstanding share is worth less as a result of a stock dividend.

If an underlying constituent is subject to a stock dividend payable in shares of such underlying constituent, then such constituent adjustment factor will be adjusted by multiplying the prior constituent adjustment factor by the sum of one and the number of additional shares issued in the stock dividend or distribution with respect to one share of the affected underlying constituent.

It is not expected that antidilution adjustments will be made in the case of stock dividends payable in shares of an underlying constituent that are in lieu of ordinary cash dividends payable with respect to shares of such underlying constituent.

Other Dividends or Distributions

The terms of the Notes will not be adjusted to reflect non-cash dividends or other distributions paid with respect to an underlying constituent, other than:

➢stock dividends described under “— Stock Dividends or Distributions” above;

➢issuances of transferable rights and warrants with respect to an underlying constituent as described under “— Transferable Rights and Warrants” below; and

➢if an underlying constituent is a common stock of a specific company, distributions that are spin-off events described under “— Reorganization Events”.

Transferable Rights and Warrants

If the underlying constituent issuer issues transferable rights or warrants to all holders of such underlying constituent to subscribe for or purchase such underlying constituent at an exercise price per share that is less than the closing level of such underlying constituent on the trading day before the ex-dividend date for such issuance, then the calculation agent may adjust the initial asset level, final asset level, constituent adjustment factor and/or any other relevant term, as applicable, of the underlying constituent, as the calculation agent believes are appropriate to offset, to the extent practical, any change in your economic position as a holder of the Notes resulting solely from such issuance to achieve an equitable result, including, without limitation, by reference to any adjustment(s) to options contracts on the affected underlying constituent in respect of such issuance of transferable rights or warrants made by the Options Clearing Corporation, or any other applicable equity derivatives clearing organization or exchange.

Reorganization Events

Each of the following may be determined by the calculation agent to be a “reorganization event”:

(a)the underlying constituent is reclassified or changed, including, without limitation, as a result of the issuance of tracking stock by the underlying constituent issuer;

(b)the underlying constituent issuer or any surviving entity or subsequent surviving entity of such issuer (a “successor entity”), has been subject to a merger, consolidation or other combination and either is not the surviving entity or is the surviving entity but the outstanding shares (other than shares owned or controlled by the other party to the transaction) immediately prior to the event collectively represent less than 50% of the outstanding shares immediately following that event;

(c)any statutory share exchange involving outstanding shares of the underlying constituent issuer or any successor entity and the securities of another entity occurs, other than as part of an event described in clause (b) above;

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(d)the underlying constituent issuer or any successor entity sells or otherwise transfers its property and assets as an entirety or substantially as an entirety to another entity;

(e)the underlying constituent issuer or any successor entity effects a spin-off, that is, issues equity securities of another issuer to all holders of the underlying constituent, other than as part of an event described in clauses (b), (c) or (d) above (a “spin-off event”);

(f)the underlying constituent issuer or any successor entity is liquidated, dissolved or wound up or is subject to a proceeding under any applicable bankruptcy, insolvency or other similar law; or

(g)a tender or exchange offer or going private transaction is commenced for all the outstanding shares of the underlying constituent issuer or any successor entity and is consummated for all or substantially all of such shares.

Following a reorganization event, we refer to the property or properties received by, resulting from or otherwise retained by a hypothetical holder of an underlying constituent in or as a result of that reorganization event— whether securities, other property, cash or a combination of securities, other property and cash — as the “distribution property”. The calculation agent will divide distribution property into two categories:

➢“Successor underlying constituent(s)” which are equity security(ies) listed or approved for trading on a major exchange or market which satisfy clauses (i) and (ii) of the substitute selection criteria set forth below under “— Delisting of, Suspension of Trading in, or Change in Law”; and

➢“Non-stock distribution property” which is cash and/or any other property, assets or securities including, without limitation, equity securities that do not meet the criteria for successor underlying constituents.

If a holder of an underlying constituent may elect to receive successor underlying constituent(s) and/or non-stock distribution property in the reorganization event, the distribution property will be deemed to be the successor underlying constituent(s) to the maximum extent and in the maximum amount that a hypothetical holder of the applicable underlying constituent could elect (which may be 100%) and the balance of the distribution property, if any, in such other non-stock distribution property (which could be 0% if the holder of the applicable underlying constituent could elect to receive 100% shares of the successor underlying constituent); if a hypothetical holder of the applicable underlying constituent may elect from multiple successor underlying constituents, then the election will be deemed to the maximum extent available and value first to the successor underlying constituent that represents the highest value per share of the underlying constituent and second to the successor underlying constituent that represents the second highest value per share of the underlying constituent and so on. In all other cases, the distribution property (including for this purpose any successor underlying constituent(s)) will be deemed to be the categories and amounts of distribution property received by, resulting from or otherwise retained by a hypothetical holder of the applicable underlying constituent that makes no election (to the extent applicable), as determined by the calculation agent.

Depending on the composition of distribution property received by, resulting from or otherwise retained by a hypothetical holder of the applicable underlying constituent in a reorganization event, the calculation agent will make the following adjustments:

➢If a reorganization event with respect to an underlying constituent occurs and the relevant distribution property, after making any applicable election, consists solely of a successor underlying constituent(s), then the determination of the closing level, final asset level and/or adjusted final asset level, as applicable, will be made by the calculation agent based upon the amount and value of such successor underlying constituent(s) that a hypothetical holder of the underlying constituent prior to the reorganization event would have been entitled to or deemed to receive in, or as a result of, the reorganization event.

➢If a reorganization event with respect to an underlying constituent occurs and the relevant distribution property, after making any applicable election, consists of (i) a successor underlying constituent(s) and (ii) non-stock distribution property, then, on the effective date of such reorganization event, the calculation agent will allocate the value of the non-stock distribution property to the successor underlying constituent(s). In this case, the number of shares of the successor underlying constituent(s) attributable to an underlying constituent as a result of a reorganization event will be increased by the value of the non-stock distribution property as of the effective date of the reorganization event divided by the closing level of the applicable successor underlying constituent(s) on the effective date of such reorganization event. Notwithstanding the foregoing if the value of the non-stock distribution property represents 10% or less of the value of the distribution property received by, resulting from or otherwise retained by a hypothetical holder of an underlying constituent as of the effective date of the reorganization event the calculation agent will not make the allocation in the previous sentence. In both cases, the determination of the closing level, final asset level and/or adjusted final asset level, as applicable, will be made by the calculation agent based upon the amount and value of the distribution property (reallocated to the successor underlying constituent(s) as described in this bullet and in the sentence following the third bullet, as applicable) that a hypothetical holder of the underlying constituent prior to the reorganization event would have been entitled to or deemed to receive in, or as a result of, the reorganization event.

➢If a reorganization event occurs with respect to an underlying constituent and the relevant distribution property, after making any applicable election, consists solely of non-stock distribution property, then the determination of the closing level, final asset level and/or adjusted final asset level, as applicable, will be made by the calculation agent based upon the amount, type and value of the distribution property that a hypothetical holder of the underlying constituent prior to the reorganization event would have been entitled to or deemed to receive in, or as a result of, the reorganization event. Notwithstanding the foregoing, the calculation agent may (but is not required to) replace the underlying constituent with a substitute security (as defined under “— Delisting of, Suspension of Trading in, or Change in Law” below). If the calculation agent selects a substitute security, such substitute security will be deemed to be the relevant underlying constituent and the calculation agent will make adjustments in the manner described under “— Delisting of, Suspension of Trading in, or

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Change in Law” below and to the extent the substitute security is quoted and traded in a currency other than the currency in which such affected underlying constituent was originally quoted and traded, the calculation agent will make currency conversions in the manner described below.