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UBS AG — Capital/Financing Update 2026
Jun 5, 2026
35612_rns_2026-06-05_b27b15f5-8f38-4564-97b1-d894e32d27f5.zip
Capital/Financing Update
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424B2 1 ubs_424b2-18405.htm FORM 424B2 QES 7h3d0c70r 1780623716.851929
The information in this preliminary pricing supplement is not complete and may be changed. We may not sell these Securities until the pricing supplement, the accompanying product supplement and the accompanying prospectus (collectively, the “Offering Documents”) are delivered in final form. The Offering Documents are not an offer to sell these Securities and we are not soliciting offers to buy these Securities in any state where the offer or sale is not permitted.
Subject to Completion PRELIMINARY PRICING SUPPLEMENT Dated June 5, 2026 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-283672 (To Prospectus dated February 6, 2025 and Product Supplement dated February 6, 2025)
UBS AG $• Trigger Autocallable GEARS
Linked to an Equally-Weighted Basket of Selected Equities due on or about June 12, 2029
Investment Description
UBS AG Trigger Autocallable GEARS (the “Securities”) are unsubordinated, unsecured debt obligations issued by UBS AG (“UBS” or the “issuer”) linked to an equally-weighted basket (the “underlying basket”) consisting of 31 selected equity securities (each, a “basket asset”, together the “basket assets”) as specified herein under “Underlying Basket”. We also refer to American depositary receipts as “ADRs” herein. UBS will automatically call the Securities (an “automatic call”) if the closing level of the underlying basket (the “basket closing level”) on the observation date is equal to or greater than the autocall barrier, which is a level of the underlying basket equal to a percentage of the initial basket level, as indicated below. If the Securities are subject to an automatic call, on the call settlement date UBS will pay a cash payment per Security equal to the “call price”, which is equal to the principal amount plus a percentage return based on the call return rate, and no further payments will be owed to you under the Securities. If the Securities are not subject to an automatic call, the amount you receive at maturity will be based on the direction and percentage change in the level of the underlying basket from the initial basket level to the final basket level (the “basket return”) and whether the basket closing level on the final valuation date (the “final basket level”) is less than the downside threshold. If the Securities are not subject to an automatic call and the basket return is positive, at maturity UBS will pay you a cash payment per Security equal to the principal amount plus a percentage return equal to the basket return multiplied by the upside gearing. If the Securities are not subject to an automatic call, the basket return is zero or negative and the final basket level is equal to or greater than the downside threshold, at maturity UBS will pay you a cash payment per Security equal to the principal amount. If, however, the Securities are not subject to an automatic call, the basket return is negative and the final basket level is less than the downside threshold, at maturity UBS will pay you a cash payment per Security that is less than the principal amount, if anything, resulting in a percentage loss of your initial investment equal to the basket return and, in extreme situations, you could lose all of your initial investment. Investing in the Securities involves significant risks. The Securities do not pay interest. You may lose a significant portion or all of your initial investment. Higher call return rates are generally associated with a greater risk of loss and a greater risk that the Securities will not be subject to an automatic call. The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities, 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 Securities and you could lose all of your initial investment.
Feat ures
| ❑ | Automatic Call Feature — UBS will automatically call the Securities if the basket closing level is equal to or greater than the autocall barrier on the observation date. If the Securities are subject to an automatic call, UBS will pay on the call settlement date a cash payment per Security equal to the call price. Following an automatic call, no further payments will be owed to you under the Securities. |
|---|---|
| ❑ | Enhanced Exposure to Positive Basket Return — If the Securities are not subject to an automatic call, at maturity, the Securities provide exposure to any positive basket return multiplied by the upside gearing. |
| ❑ | Contingent Repayment of Principal Amount at Maturity with Potential for Full Downside Market Exposure — If the Securities are not subject to an automatic call, the basket return is zero or negative and the final basket level is equal to or greater than the downside threshold, at maturity UBS will pay you a cash payment per Security equal to the principal amount. If, however, the Securities are not subject to an automatic call, the basket return is negative and the final basket level is less than the downside threshold, at maturity UBS will pay you a cash payment per Security that is less than the principal amount, if anything, resulting in a percentage loss of your initial investment equal to the basket return and, in extreme situations, you could lose all of your initial investment. The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of UBS. |
Key Dat es*
| Trade Date** | |
|---|---|
| Settlement Date** | June 10, 2026 |
| Observation Date | June 11, 2027 |
| Final Valuation Date | June 8, 2029 |
| Maturity Date | June 12, 2029 |
| * | Expected. See page 2 for additional details. |
| ** | We expect to deliver the Securities against payment on the second business day following the trade date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 two business days (T+2), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade. |
Notice to investors: the Securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the principal amount of the Securities at maturity, and the Securities may have the same downside market risk as that of the underlying basket. This market risk is in addition to the credit risk inherent in purchasing a debt obligation of UBS. You should not purchase the Securities if you do not understand or are not comfortable with the significant risks involved in investing in the Securities.
You should carefully consider the risks described under “Key Risks” beginning on page 5 and under “Risk Factors” beginning on page PS-9 of the accompanying product supplement. Events relating to any of those risks, or other risks and uncertainties, could adversely affect the market value of, and the return on, your Securities. You may lose a significant portion or all of your initial investment in the Securities. The Securities will not be listed or displayed on any securities exchange or any electronic communications network.
Security Offeri ng
Information about the underlying basket and the basket assets is specified under “Underlying Basket” herein and described in more detail under “Information About the Underlying Basket and the Basket Assets” herein. The final terms of the Securities will be set on the trade date. The Securities are offered at a minimum investment of 100 Securities at $10 per Security (representing a $1,000 investment), and integral multiples of $10 in excess thereof.
| Underlying
Basket | Basket
Weighting | Call
Return Rate* | Upside
Gearing | Initial Basket Level | Downside
Threshold | Autocall
Barrier | CUSIP | ISIN |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| An
Equally-Weighted Basket of 31 Selected Equities (see page 3 for further details) | Equally
Weighted (see page 3 for further details) | 18.50%
to 20.70% | 1.50 | To
be set to 100.00 on the trade date | 75.00%
of the Initial Basket Level | 100.00%
of the Initial Basket Level | 90266A453 | US90266A4537 |
- The call return is based on the call return rate and is applicable only if the Securities are automatically called.
The estimated initial value of the Securities as of the trade date is expected to be between $9.399 and $9.699. The range of the estimated initial value of the Securities was determined 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 “Key Risks — Estimated Value Considerations” and “— Risks Relating to Liquidity and Secondary Market Price Considerations” beginning on page 7 herein.
See “Additional Information About UBS and the Securities” on page ii. The Securities will have the terms set forth in the accompanying product supplement relating to the Securities, dated February 6, 2025, the accompanying prospectus dated February 6, 2025 and this document.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or passed upon the adequacy or accuracy 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.
| Offering of Securities | Issue Price to Public — Total | Per Security | Total | Per Security | Total | Per Security |
|---|---|---|---|---|---|---|
| Securities linked to an Equally-Weighted Basket of Selected Equities | $• | $10.00 | $• | $0.25 | $• | $9.75 |
| UBS Financial Services Inc. | UBS Investment Bank |
Additional In formation About UBS and the Securities
| UBS has filed a registration statement (including a prospectus, as supplemented by a product supplement) with the Securities and Exchange Commission (the “SEC”), for the Securities to which this document relates. You should read these documents and any other documents relating to the Securities that UBS has filed with the SEC for more complete information about UBS and the Securities. You may obtain these documents without cost from the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC website is 0001114446. |
|---|
| You may access these documents on the SEC website at www.sec.gov as follows: |
| ♦ Market-Linked Securities product supplement dated February 6, 2025: http://www.sec.gov/Archives/edgar/data/1114446/000183988225007685/ubs_424b2-03670.htm ♦ Prospectus dated February 6, 2025: http://www.sec.gov/Archives/edgar/data/1114446/000119312525021845/d936490d424b3.htm |
| References to “UBS”, “we”, “our” and “us” refer only to UBS AG and not to its consolidated subsidiaries and references to the “Trigger Autocallable GEARS” or the “Securities” refer to the Securities that are offered hereby. Also, references to the “accompanying product supplement” or “Market-Linked Securities product supplement” mean the UBS product supplement, dated February 6, 2025 and references to the “accompanying prospectus” mean the UBS prospectus, titled “Debt Securities and Warrants”, dated February 6, 2025. |
| This document, together with the documents listed above, contains the terms of the Securities and supersedes all other prior or contemporaneous oral statements as well as any other written materials including all other prior pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Key Risks” herein and in “Risk Factors” in the accompanying product supplement, as the Securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors concerning an investment in the Securities. If there is any inconsistency between the terms of the Securities described in the accompanying prospectus, the accompanying product supplement and this document, the following hierarchy will govern: first, this document; second, the accompanying product supplement; and last, the accompanying prospectus. |
| UBS reserves the right to change the terms of, or reject any offer to purchase, the Securities prior to their issuance. In the event of any changes to the terms of the Securities, UBS will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case UBS may reject your offer to purchase. |
ii
Investor Suita bility
The Securities may be suitable for you if:
[if IE]<![endif] ♦ [if IE]<![endif] You fully understand the risks inherent in an investment in the Securities, including the risk of loss of a significant portion or all of your initial investment.
[if IE]<![endif] ♦ [if IE]<![endif] You can tolerate a loss of a significant portion or all of your initial investment and are willing to make an investment that may have the same downside market risk as that of an investment in the underlying basket and the basket assets.
The Securities may not be suitable for you if:
The suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances. You are urged to consult your investment, legal, tax, accounting and other advisors and carefully consider the suitability of an investment in the Securities in light of your particular circumstances. You should review “Information About the Underlying Basket and the Basket Assets” herein for more information on the underlying basket and the basket assets. You should also review carefully the “Key Risks” section herein for risks related to an investment in the Securities.
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Pre limi nary Terms
| Issuer | UBS AG London Branch |
|---|---|
| Principal Amount | $10 per Security (subject to a minimum investment of 100 Securities) |
| Term | Approximately 3 years, unless subject to an automatic call. In the event that we make any change to the expected trade date and settlement date, the calculation agent may adjust the observation date, call settlement date, final valuation date and maturity date to ensure that the stated term of the Securities remains the same. |
| Upside Gearing | 1.50 |
| Automatic Call Feature | UBS will automatically call the Securities if the basket closing level of the underlying basket on the observation date is equal to or greater than the autocall barrier. If the Securities are subject to an automatic call, on the call settlement date UBS will pay a cash payment per Security equal to the call price. Following an automatic call, no further payments will be made on the Securities. |
| Call Return Rate | 18.50% to 20.70%. The actual call return rate will be determined on the trade date. |
| Call Return | The call return is based upon the call return rate. See “Call Price” below. |
| Call Price | The call price equals the principal amount per Security plus the call return. The table below assumes a call return rate of 18.50% (the bottom of the range specified on the cover hereof). The actual call return rate will be set on the trade date. Observation Date (1) Call Settlement Date (2) Call Return Call Price (per Security) June 11, 2027 June 15, 2027 18.50% $11.85 |
| Payment at Maturity (per Security) | If the Securities are not subject to an automatic call and the basket return is positive, UBS will pay you a cash payment equal to: $10 × (1 + Basket Return × Upside Gearing) If the Securities are not subject to an automatic call, the basket return is zero or negative and the final basket level is equal to or greater than the downside threshold, UBS will pay you a cash payment equal to: $10 If the Securities are not subject to an automatic call, the basket return is negative and the final basket level is less than the downside threshold, UBS will pay you a cash payment that is less than the principal amount, if anything, equal to: $10 × (1 + Basket Return) In this scenario, you will suffer a percentage loss on your initial investment equal to the basket return and, in extreme situations, you could lose all of your initial investment. |
| Basket Return | The quotient, expressed as a percentage, of the following formula: Final B asket L evel – Initial B asket L evel Initial Basket Level |
|---|---|
| Initial Basket Level | To be set to 100.00 on the trade date. |
| Final Basket Level | The basket closing level on the final valuation date, as determined by the calculation agent |
| Autocall Barrier (3) | A specified level of the underlying basket, equal to a percentage of the initial basket level, as specified on the cover hereof. |
| Downside Threshold (3) | A specified level of the underlying basket that is less than the initial basket level, equal to a percentage of the initial basket level, as specified on the cover hereof. |
| Basket Closing Level | The basket closing level on the observation date or final valuation date, as applicable, will be calculated as follows: 100 × [1 + (the sum of each basket asset return multiplied by its basket weighting)] |
| Basket Asset Return | With respect to each basket asset, the quotient, expressed as a percentage, of the following formula: Closing Asset Level – Initial Asset Level Initial Asset Level |
| Closing Asset Level (3) | With respect to each basket asset, the closing level for such basket asset on the observation date or final valuation date, as the case may be. |
(1) Subject to the market disruption event provisions set forth in the accompanying product supplement.
(2) Two business days following the relevant observation date. If you are able to sell your Securities in the secondary market on the observation date, the purchaser of the Securities will be deemed to be the record holder on the related record date and therefore you will not be entitled to any payment as attributable to the observation date.
(3) As determined by the calculation agent and 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.
2
Underlying Basket
The following table lists the basket assets and their corresponding Bloomberg tickers, basket weightings and initial asset levels.
| Basket Asset | Bloomberg Ticker | Basket Weighting | Initial Asset Level (1) |
|---|---|---|---|
| Apple Inc. | AAPL | 1/31 | $[•] |
| Advanced Energy Industries, Inc. | AEIS | 1/31 | $[•] |
| Applied Materials, Inc. | AMAT | 1/31 | $[•] |
| Advanced Micro Devices, Inc. | AMD | 1/31 | $[•] |
| Amazon.com, Inc. | AMZN | 1/31 | $[•] |
| Arista Networks, Inc. | ANET | 1/31 | $[•] |
| AppLovin Corporation | APP | 1/31 | $[•] |
| ASML Holding N.V. | ASML | 1/31 | $[•] |
| Broadcom Inc. | AVGO | 1/31 | $[•] |
| Alibaba Group Holding Limited | BABA | 1/31 | $[•] |
| Capital One Financial Corporation | COF | 1/31 | $[•] |
| Coherent Corp. | COHR | 1/31 | $[•] |
| Credo Technology Group Holding Ltd | CRDO | 1/31 | $[•] |
| Digital Realty Trust, Inc. | DLR | 1/31 | $[•] |
| Alphabet Inc. (Class C Capital Stock) | GOOG | 1/31 | $[•] |
| Intuit Inc. | INTU | 1/31 | $[•] |
| Meta Platforms, Inc. | META | 1/31 | $[•] |
| Marvell Technology, Inc. | MRVL | 1/31 | $[•] |
| Microsoft Corporation | MSFT | 1/31 | $[•] |
| Micron Technology, Inc. | MU | 1/31 | $[•] |
| Netflix, Inc. | NFLX | 1/31 | $[•] |
| ServiceNow, Inc. | NOW | 1/31 | $[•] |
| NVIDIA Corporation | NVDA | 1/31 | $[•] |
| Oracle Corporation | ORCL | 1/31 | $[•] |
| Rockwell Automation, Inc. | ROK | 1/31 | $[•] |
| Shopify Inc. | SHOP | 1/31 | $[•] |
| Snowflake Inc. | SNOW | 1/31 | $[•] |
| Teradyne, Inc. | TER | 1/31 | $[•] |
| Taiwan Semiconductor Manufacturing Company Limited | TSM | 1/31 | $[•] |
| Uber Technologies, Inc. | UBER | 1/31 | $[•] |
| Verizon Communications Inc. | VZ | 1/31 | $[•] |
(1) With respect to each basket asset, the closing level for such basket asset on the trade date, as determined by the calculation agent and 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.
3
Investme nt Tim eline
| Trade Date | The initial asset level of each basket asset is observed and the initial basket level and the final terms of the Securities are set. |
|---|---|
| ● | |
| Observation Date | The Securities will be subject to an automatic call if the basket closing level of the underlying basket on the observation date is equal to or greater than the autocall barrier. If the Securities are subject to an automatic call, on the call settlement date UBS will pay a cash payment per Security equal to the call price. Following an automatic call, no further payments will be made on the Securities. |
| ● | |
| Maturity Date | The closing asset level for each basket asset is observed on the final valuation date and each basket asset return and the basket return are calculated. If the Securities are not subject to an automatic call and the basket return is positive, UBS will pay you a cash payment per Security equal to: $10 × (1 + Basket Return × Upside Gearing) If the Securities are not subject to an automatic call, the basket return is zero or negative and the final basket level is equal to or greater than the downside threshold, UBS will pay you a cash payment per Security equal to: $10 If the Securities are not subject to an automatic call, the basket return is negative and the final basket level is less than the downside threshold, UBS will pay you a cash payment per Security that is less than the principal amount, if anything, equal to: $10 × (1 + Basket Return) In this scenario, you will suffer a percentage loss on your initial investment equal to the basket return and, in extreme situations, you could lose all of your initial investment. |
Investing in the Securities involves significant risks. If the Securities are not subject to an automatic call, you may lose a significant portion or all of your initial investment. Specifically, if the Securities are not subject to an automatic call and the final basket level is less than the downside threshold, you will lose a percentage of your principal amount equal to the basket return and, in extreme situations, you could lose all of your initial investment. Any payment on the Securities, 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 amounts owed to you under the Securities and you could lose all of your initial investment.
4
K ey Ris ks
An investment in the Securities involves significant risks. Investing in the Securities is not equivalent to a hypothetical investment in the underlying basket. Some of the key risks that apply to the Securities are summarized below, but we urge you to read the more detailed explanation of risks relating to the Securities in the “Risk Factors” section of the accompanying product supplement. We also urge you to consult your investment, legal, tax, accounting and other advisors concerning an investment in the Securities.
Risks Relating to Return Characteristics
Risks Relating to Characteristics of the Underlying Basket and Basket Assets
5
Non-U.S. securities may also be subject to regulatory risks, including sanctions. For instance, pursuant to U.S. executive orders, U.S. persons are prohibited from engaging in transactions in publicly traded securities of certain companies that are determined to be linked to the military, intelligence and security apparatus of the People’s Republic of China. The prohibition also covers any securities that are derivative of, or are designed to provide investment exposure to, such securities. Additionally, due to regulatory and market reasons, trading in certain Russian securities, and ETFs investing in Russian securities, has been suspended. Additionally, following certain events, if the calculation agent determines that a change in law has occurred with respect to a basket asset, the calculation agent may take the actions described in the accompanying product supplement under “General Terms of the Securities — Delisting of, Suspension of Trading in, or Change in Law Affecting, an Underlying Equity”.
6
Estimated Value Considerations
Risks Relating to Liquidity and Secondary Market Price Considerations
7
Risks Relating to Hedging Activities and Conflicts of Interest
Risks Relating to General Credit Characteristics
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
8
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.
Risks Relating to U.S. Federal Income Taxation
9
Hypothetical Examples and Return Table of the Securities at Maturity
The below examples and table are 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 upon an automatic call or at maturity for a $10 Security on a hypothetical offering of the Securities, with the following assumptions (amounts may have been rounded for ease of reference):
| Principal Amount: | $10 |
|---|---|
| Term: | Approximately 3 years |
| Initial Basket Level: | 100.00 |
| Autocall Barrier: | 100.00 (which is equal to 100.00% of the initial basket level) |
| Downside Threshold: | 75.00 (which is equal to 75.00% of the initial basket level) |
| Call Return Rate: | 18.50% |
| Upside Gearing: | 1.50 |
| Range of Basket Return: | -100% to 40% |
Example 1: The Basket Closing Level is equal to or greater than the Autocall Barrier on the Observation Date .
| Date | Basket Closing Level | Payment (per Security) |
|---|---|---|
| Observation Date | 125.00 ( equal to or greater than Autocall Barrier) | $11.85 (Call Price) |
| Total Payment: | $11.85 (18.50% total return) |
Because the Securities are subject to an automatic call on the observation date (which is approximately one year after the trade date), UBS will pay on the call settlement date a total of $11.85 per Security (reflecting your principal amount plus the call return), for a total return of 18.50% on the Securities. You will not receive any further payments on the Securities. Although the basket closing level of the underlying basket on the observation date appreciated by a percentage from the initial basket level that is greater than the call return rate, because the Securities are subject to an automatic call, the total return on the Securities is limited to the call return of 18.50% and you will not participate in any appreciation in the basket closing level of the underlying basket from its initial basket level and you will not benefit from the upside gearing.
Example 2: The Securities are NOT subject to an Automatic Call and the Basket Return is positive.
| Date | Basket Closing Level | Payment (per Security) |
|---|---|---|
| Observation Date | 92.00 ( less than Autocall Barrier) | $0.00 |
| Final Valuation Date | 101.00 ( equal to or greater than Initial Basket Level and Downside Threshold) | $10.00 × (1 + Basket Return × Upside Gearing) = $10.00 × (1 + 1.00% × 1.50) = $10.00 × 1.015 = $10.15 (Payment at Maturity) |
| Total Payment: | $10.15 (1.50% total return) |
Because the Securities are not subject to an automatic call and the basket return is positive, at maturity UBS will pay you a total of $10.15 per Security (reflecting your principal amount plus a return equal to the basket return multiplied by the upside gearing), for a total return of 1.50% on the Securities. Because the basket return multiplied by the upside gearing is less than the call return rate, your return is less than it would have been if the Securities were subject to an automatic call.
Example 3: The Securities are NOT subject to an Automatic Call, the Basket Return is negative and the Final Basket Level is equal to or greater than the Downside Threshold.
| Date | Basket Closing Level | Payment (per Security) |
|---|---|---|
| Observation Date | 70.00 ( less than Autocall Barrier) | $0.00 |
| Final Valuation Date | 95.00 ( less than Initial Basket Level; equal to or greater than Downside Threshold) | $10.00 (Payment at Maturity) |
| Total Payment: | $10.00 (0.00% total return) |
Because the Securities are not subject to an automatic call, the basket return is negative and the final basket level is equal to or greater than the downside threshold, at maturity UBS will pay you a total of $10.00 per Security (reflecting your principal amount), for a total return of 0.00% on the Securities.
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Example 4: The Securities are NOT subject to an Automatic Call, the Basket Return is negative and the Final Basket Level is less than the Downside Threshold.
| Date | Basket Closing Level | Payment (per Security) |
|---|---|---|
| Observation Date | 92.00 ( less than Autocall Barrier) | $0.00 |
| Final Valuation Date | 40.00 ( less than Downside Threshold) | = $10.00 × (1 + Basket Return) = $10.00 × (1 + -60.00%) = $10.00 × 0.40 = $4.00 (Payment at Maturity) |
| Total Payment: | $4.00 (60.00% loss) |
Because the Securities are not subject to an automatic call, the basket return is negative and the final basket level is less than the downside threshold, at maturity UBS will pay you a total of $4.00 per Security, for a loss of 60.00% on the Securities.
In this scenario, you will suffer a percentage loss on your initial investment equal to the basket return and, in extreme situations, you could lose all of your initial investment.
Hypothetical Payment at Maturity if the Securities are NOT Subject to an Automatic Call
| Underlying Basket — Final Basket Level | Basket Return | Payment and Return at Maturity — Payment at Maturity | Security Total Return at Maturity |
|---|---|---|---|
| 140.00 | 40.00% | $16.00 | 60.00% |
| 130.00 | 30.00% | $14.50 | 45.00% |
| 120.00 | 20.00% | $13.00 | 30.00% |
| 110.00 | 10.00% | $11.50 | 15.00% |
| 100.00 | 0.00% | $10.00 | 0.00% |
| 90.00 | -10.00% | $10.00 | 0.00% |
| 80.00 | -20.00% | $10.00 | 0.00% |
| 75.00 | -25.00% | $10.00 | 0.00% |
| 70.00 | -30.00% | $7.00 | -30.00% |
| 60.00 | -40.00% | $6.00 | -40.00% |
| 50.00 | -50.00% | $5.00 | -50.00% |
| 25.00 | -75.00% | $2.50 | -75.00% |
| 0.00 | -100.00% | $0.00 | -100.00% |
Investing in the Securities involves significant risks. If the Securities are not subject to an automatic call, you may lose a significant portion or all of your initial investment. Specifically, if the Securities are not subject to an automatic call and the final basket level is less than the downside threshold, you will lose a percentage of your principal amount equal to the basket return and, in extreme situations, you could lose all of your initial investment. Any payment on the Securities, 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 Securities and you could lose all of your initial investment.
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[if IE]<![endif] [if IE]<![endif] Information About the Underlying Basket and the Basket Assets
All disclosures contained in this document regarding the underlying basket and basket assets 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 basket and basket assets. You should make your own investigation into the underlying basket and basket assets.
Included on the following pages is a brief description of the underlying basket and basket assets. This information has been obtained from publicly available sources. Set forth below are graphs that illustrate the past performance for each of the basket assets and a hypothetical underlying basket. 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 basket assets as an indication of future performance.
Each basket asset is registered under the Securities Act of 1933, the Securities Exchange Act of 1934 and/or the Investment Company Act of 1940, each as amended. Companies with securities registered with the SEC are required to file financial and other information specified by the SEC periodically. Information filed by each basket asset issuer with the SEC can be reviewed electronically through a website maintained by the SEC. The address of the SEC’s website is http://www.sec.gov. Information filed with the SEC by each basket asset issuer can be located by reference to its SEC file number provided below.
The Underlying Basket
Because the underlying basket is a newly created basket and its level will begin to be calculated on the trade date, there is no actual historical information about the basket closing levels as of the date hereof. Therefore, the hypothetical basket closing levels of the underlying basket below are calculated based on publicly available information for each basket asset 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 basket closing level has fluctuated in the past and may, in the future, experience significant fluctuations. Any hypothetical historical upward or downward trend in the basket closing level during any period shown below is not an indication that the underlying basket is more or less likely to increase or decrease at any time during the term of the Securities.
Hypothetical Historical Basket Levels
The graph below illustrates the hypothetical performance of the underlying basket from January 26, 2022 through June 4, 2026, based on the daily closing levels of the basket assets, assuming the basket closing level was 100 on January 26, 2022. Past hypothetical performance of the underlying basket is not indicative of the future performance of the underlying basket.
Basket Closing Level
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Apple Inc.
According to publicly available information, Apple Inc. (“Apple”) designs, manufactures and markets mobile communication and media devices, personal computers, and portable digital music players, and sells a variety of related software, services, accessories, networking solutions, and third-party digital content and applications. Information filed by Apple with the SEC can be located by reference to its SEC file number: 001-36743, or its CIK Code: 0000320193. Apple’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “AAPL”.
Historical Information
The graph below illustrates the performance of the basket asset from January 1, 2016 through June 4, 2026 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the basket asset is not indicative of the future performance of the basket asset during the term of the Securities.
13
Advanced Energy Industries, Inc.
According to publicly available information, Advanced Energy Industries, Inc. (“Advanced Energy”) designs, manufactures, sells and services precision power products. Information filed by Advanced Energy with the SEC can be located by reference to its SEC file number: 000-26966 or its CIK Code: 0000927003. Advanced Energy's common stock is listed on the Nasdaq Global Select Market under the ticker symbol “AEIS”.
Historical Information
The graph below illustrates the performance of the basket asset from January 1, 2016 through June 4, 2026 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the basket asset is not indicative of the future performance of the basket asset during the term of the Securities.
14
Applied Materials, Inc.
According to publicly available information, Applied Materials, Inc. (“Applied Materials”) provides manufacturing equipment, services and software to the semiconductor, display and related industries. Information filed by Applied Materials with the SEC can be located by reference to its SEC file number: 000-06920, or its CIK Code: 0000006951. Applied Materials’ common stock is listed on the Nasdaq Global Select Market under the ticker symbol “AMAT”.
15
Advanced Micro Devices, Inc.
According to publicly available information, Advanced Micro Devices, Inc. (“AMD”) is a semiconductor company that produces computer processors and related technologies. Information filed by AMD with the SEC can be located by reference to its SEC file number: 001-07882, or its CIK Code: 0000002488. AMD’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “AMD”.
16
Amazon.com, Inc.
According to publicly available information, Amazon.com, Inc. (“Amazon”) is an online retail company and producer of electronic devices and media content. Information filed by Amazon with the SEC can be located by reference to its SEC file number: 000-22513, or its CIK Code: 0001018724. Amazon’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “AMZN”.
17
Arista Networks, Inc.
According to publicly available information, Arista Networks, Inc. (“Arista Networks”) provides cloud networking services to large-scale internet companies, cloud service providers and next-generation data centers and campuses for enterprise support. Information filed by Arista Networks with the SEC can be located by reference to its SEC file number: 001-36468, or its CIK Code: 0001596532. Arista Networks’ common stock is listed on the New York Stock Exchange under the ticker symbol “ANET".
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AppLovin Corporation
According to publicly available information, AppLovin Corporation ("AppLovin") provides end-to-end software and artificial intelligence-powered solutions for businesses and also operates a portfolio of owned mobile apps. Information filed by AppLovin with the SEC can be located by reference to its SEC file number: 001-40325 or its CIK Code: 0001751008. AppLovin's common stock is listed on the Nasdaq Global Select Market under the ticker symbol "APP".
The graph below illustrates the performance of the basket asset from April 14, 2021 through June 4, 2026 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the basket asset is not indicative of the future performance of the basket asset during the term of the Securities.
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ASML Holding N.V.
According to publicly available information, ASML Holding N.V. (“ASML”) is a manufacturer of chip-making equipment. Information filed by ASML with the SEC can be located by reference to its SEC file number: 001-33463, or its CIK Code: 0000937966. ASML’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “ASML”.
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Broadcom Inc.
According to publicly available information, Broadcom Inc. (“Broadcom”) is a designer, developer and supplier of semiconductor devices. Information filed by Broadcom with the SEC can be located by reference to its SEC file number: 001-38449, or its CIK Code: 0001730168. Broadcom’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “AVGO”.
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Alibaba Group Holding Limited
According to publicly available information, Alibaba Group Holding Limited (“Alibaba”), through its subsidiaries, provides internet infrastructure, e-commerce, online financial and internet content services. Information filed by Alibaba with the SEC can be located by reference to its SEC file number: 001-36614, or its CIK Code: 0001577552. Alibaba’s American depositary receipts are listed on the New York Stock Exchange under the ticker symbol “BABA”.
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Capital One Financial Corporation
According to publicly available information, Capital One Financial Corporation (“Capital One”) is a financial services holding company that, along with its subsidiaries, offers a range of financial products and services to consumers, small businesses and commercial clients through digital channels, branches, Cafés and other distribution channels. Information filed by Capital One with the SEC can be located by reference to its SEC file number: 001-13300, or its CIK Code: 0000927628. Capital One’s common stock is listed on the New York Stock Exchange under the ticker symbol “COF”.
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Coherent Corp.
According to publicly available information, Coherent Corp. ("Coherent") develops, manufactures, and markets engineered materials, optoelectronic components and devices, and lasers. Information filed by Coherent with the SEC can be located by reference to its SEC file number: 001-39375 or its CIK Code: 0000820318. Coherent's common stock is listed on the New York Stock Exchange under the ticker symbol “COHR”.
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Credo Technology Group Holding Ltd
According to publicly available information, Credo Technology Group Holding Ltd (“Credo”) designs, markets and sells products, software and IP supporting artificial intelligence, cloud computing and hyperscale networks. Information filed by Credo with the SEC can be located by reference to its SEC file number: 001-41249, or its CIK Code: 0001807794. Credo’s ordinary shares are listed on the Nasdaq Global Select Market under the symbol "CRDO”.
The graph below illustrates the performance of the basket asset from January 26, 2022 through June 4, 2026 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the basket asset is not indicative of the future performance of the basket asset during the term of the Securities.
25
Digital Realty Trust, Inc.
According to publicly available information, Digital Realty Trust, Inc. (“Digital Realty”) is a real estate investment trust that owns, operates and develops properties containing physical and connectivity infrastructure supporting the applications and operations of data center and technology industry customers and properties that may be developed for such use. Information filed by Digital Realty with the SEC can be located by reference to its SEC file number: 001-32336, or its CIK Code: 0001297996. Digital Realty’s common stock is listed on the New York Stock Exchange under the ticker symbol “DLR”.
26
Alphabet Inc.
According to publicly available information, Alphabet Inc. (“Alphabet”) is a parent holding company of Google Inc. that provides web-based search, advertisements, maps, software applications, mobile operating systems, consumer content, enterprise solutions, commerce and hardware products. Information filed by Alphabet with the SEC can be located by reference to its SEC file number: 001-37580, or its CIK Code: 0001652044. Alphabet’s Class C capital stock is listed on the Nasdaq Global Select Market under the ticker symbol “GOOG”.
27
Intuit Inc.
According to publicly available information, Intuit Inc. (“Intuit”) develops and sells financial, accounting and tax preparation software for small businesses, consumers and accounting professionals. Information filed by Intuit with the SEC can be located by reference to its SEC file number: 000-21180, or its CIK Code: 0000896878. Intuit’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “INTU”.
28
Meta Platforms, Inc.
According to publicly available information, Meta Platforms, Inc. (“Meta”) provides online and digital products for people to connect and share through mobile devices, personal computers and other devices. Information filed by Meta with the SEC can be located by reference to its SEC file number: 001-35551, or its CIK Code: 0001326801. Meta’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “META”.
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Marvell Technology, Inc.
According to publicly available information, Marvell Technology, Inc. (“Marvell”) is a fabless semiconductor provider of data infrastructure products. Information filed by Marvell with the SEC can be located by reference to its SEC file number: 001-40357, or its CIK Code: 0001835632. Marvell’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “MRVL”.
30
Microsoft Corporation
According to publicly available information, Microsoft Corporation (“Microsoft”) is a technology company that designs, manufactures and sells devices, including computers, tablets, gaming and entertainment consoles, other intelligent devices and products, including operating systems, cross-device productivity applications, server applications, business applications, desktop and server management tools and software development tools. Information filed by Microsoft with the SEC can be located by reference to its SEC file number: 001-37845, or its CIK Code: 0000789019. Microsoft’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “MSFT”.
31
Micron Technology, Inc.
According to publicly available information, Micron Technology, Inc. (“Micron”) and its subsidiaries operate, manufacture and market memory and storage technologies, packaging solutions and semiconductor systems for computing, networking, automotive and mobile products. Information filed by Micron with the SEC can be located by reference to its SEC file number: 001-10658, or its CIK Code: 0000723125. Micron’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “MU”.
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Netflix, Inc.
According to publicly available information, Netflix, Inc. (“Netflix”) is a subscription streaming entertainment service offering TV series, documentaries and feature films. Information filed by Netflix with the SEC can be located by reference to its SEC file number: 001-35727, or its CIK Code: 0001065280. Netflix’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “NFLX”.
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ServiceNow, Inc.
According to publicly available information, ServiceNow, Inc. (“ServiceNow”) is a provider of applications that help automate existing processes and create digitized workflows. Information filed by ServiceNow with the SEC can be located by reference to its SEC file number: 001-35580, or its CIK Code: 0001373715. ServiceNow’s common stock is listed on the New York Stock Exchange under the ticker symbol “NOW”.
34
NVIDIA Corporation
According to publicly available information, NVIDIA Corporation (“NVIDIA”) is a visual computing company that designs and develops graphics processing units and artificial intelligence. Information filed by NVIDIA with the SEC can be located by reference to its SEC file number: 000-23985, or its CIK Code: 0001045810. NVIDIA’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “NVDA”.
35
Oracle Corporation
According to publicly available information, Oracle Corporation (“Oracle”) provides products and services for corporation information technology (IT) environments in the form of applications, platform and infrastructure, offering on premise, cloud-based and hybrid IT solutions. Information filed by Oracle with the SEC can be located by reference to its SEC file number: 001-35992, or its CIK Code: 0001341439. Oracle’s common stock is listed on the New York Stock Exchange under the ticker symbol “ORCL”.
36
Rockwell Automation, Inc.
According to publicly available information, Rockwell Automation, Inc. (“Rockwell Automation”) produces industrial automation and digital products. Information filed by Rockwell Automation with the SEC can be located by reference to its SEC file number: 001-12383, or its CIK Code: 0001024478. Rockwell Automation’s common stock is listed on the New York Stock Exchange under the ticker symbol “ROK".
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Shopify Inc.
According to publicly available information, Shopify Inc. (“Shopify”), provides a cloud - based, multi - channel commerce platform, including web, mobile and social - media storefront, designed for small and medium - sized businesses. Information filed by Shopify with the SEC can be located by reference to its SEC file number: 001 - 37400, or its CIK Code: 0001594805. Shopify’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “SHOP”.
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Snowflake Inc.
According to publicly available information, Snowflake Inc. (“Snowflake”) is a cloud based data platform provider. Information filed by Snowflake with the SEC can be located by reference to its SEC file number: 001 39504, or its CIK Code: 0001640147. Snowflake’s common stock is listed on the New York Stock Exchange under the ticker symbol “SNOW”.
The graph below illustrates the performance of the basket asset from September 15, 2020 through June 4, 2026 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the basket asset is not indicative of the future performance of the basket asset during the term of the Securities.
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Teradyne, Inc.
According to publicly available information, Teradyne, Inc. (“Teradyne”) designs, develops, manufactures and sells automatic test systems and robotics products. Information filed by Teradyne with the SEC can be located by reference to its SEC file number: 001-06462 or its CIK Code: 0000097210. Teradyne’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “TER”.
40
Taiwan Semiconductor Manufacturing Company Limited
According to publicly available information, Taiwan Semiconductor Manufacturing Company Limited (“Taiwan Semiconductor”) is a semiconductor foundry that is engaged in the manufacturing, selling, packaging, testing and computer-aided design of integrated circuits and other semiconductors and the manufacturing of masks. Information filed by Taiwan Semiconductor with the SEC can be located by reference to its SEC file number: 001-14700, or its CIK Code: 0001046179. Taiwan Semiconductor’s American depositary receipts are listed on the New York Stock Exchange under the ticker symbol “TSM”.
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Uber Technologies, Inc.
According to publicly available information, Uber Technologies, Inc. (“Uber”) is a technology platform that gives users access to transportation and meal delivery services. Information filed by Uber with the SEC can be located by reference to its SEC file number: 001-38902, or its CIK Code: 0001543151. Uber’s common stock is listed on the New York Stock Exchange under the ticker symbol “UBER”.
The graph below illustrates the performance of the basket asset from May 9, 2019 through June 4, 2026 based on the daily closing levels as reported by Bloomberg, without independent verification. Past performance of the basket asset is not indicative of the future performance of the basket asset during the term of the Securities.
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Verizon Communications Inc.
According to publicly available information, Verizon Communications Inc. (“Verizon”) is a telecommunications company which provides voice, data, video services communications, information, entertainment products and services to consumers, businesses and governmental agencies on their wireless and wireline networks. Information filed by Verizon with the SEC can be located by reference to its SEC file number: 001-08606, or its CIK Code: 0000732712. Verizon’s common stock is listed on the New York Stock Exchange under the ticker symbol “VZ”.
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[if IE]<![endif] [if IE]<![endif] What Are the Tax Consequences of the Securities?
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”, 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 your Securities as prepaid derivative contracts with respect to the underlying basket. If your Securities are so treated and subject to the constructive ownership rules, discussed below, 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 and the amount you paid for your Securities. 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.
Section 1260 . Because Digital Realty Trust, Inc. would be treated as a “pass-thru entity” 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. 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 any 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 — Section 1260” in the accompanying product supplement.
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” in the accompanying product supplement.
Except to the extent otherwise required by law, UBS intends to treat your Securities 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 IRS and the Treasury determine that some other treatment is more appropriate.
Section 1297 . We will not attempt to ascertain whether any basket asset issuer would be treated as a “passive foreign investment company” (a “PFIC”) within the meaning of Section 1297 of the Code. If any basket asset issuer were so treated, certain adverse U.S. federal income tax consequences might apply to U.S. holders upon the taxable disposition of a Security. U.S. holders should refer to information filed with the SEC or the equivalent governmental authority by any such entity and consult their tax advisors regarding the possible consequences to them in the event that any such entity is or becomes a PFIC.
Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of holders of the Securities. According to Notice 2008-2, the IRS and the Treasury are actively considering whether the holder of an instrument similar to the Securities 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 Securities 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, whether non-U.S. holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Code (discussed above) should be applied to such instruments. Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the significance, and 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 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 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 Securities.
Non-U.S. Holders. Subject to Section 871(m) of the Code and “FATCA”, discussed below, if you are a non-U.S. holder you should generally not be subject to U.S. withholding tax with respect to payments on your Securities or to generally applicable information reporting and backup withholding requirements with respect to payments on your Securities if you comply with certain certification and identification requirements as to your non-U.S. status (by providing us (and/or the applicable withholding agent) with a fully completed and duly executed applicable IRS Form W-8). 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.
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Section 897. Except as to Digital Realty Trust, Inc., which is a “United States real property holding corporation” (a “USRPHC”), we will not attempt to ascertain whether any basket asset issuer would be treated as a 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. Because Digital Realty Trust, Inc. is a USRPHC and any other basket asset issuer and the Securities may be, 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 Security 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 any basket asset 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 the underlying basket, the basket assets, 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.
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 basket, the basket assets 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 basket, the basket assets or the Securities. If you enter, or have entered, into other transactions in respect of the underlying basket, the basket assets 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. 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.
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 Securities 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 Securities purchased after the bill was enacted to accrue interest income over the term of the Securities despite the fact that there will be no interest payments over the term of the 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 basket asset issuers).
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[if IE]<![endif] [if IE]<![endif] Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)
We will agree to sell to UBS Securities LLC and UBS Securities LLC will agree to purchase, all of the Securities at the issue price to the public less the underwriting discount indicated on the cover hereof. UBS Securities LLC will agree to resell all of the Securities to UBS Financial Services Inc. at a discount from the issue price to the public equal to the underwriting discount indicated on the cover hereof.
Conflicts of Interest — Each of UBS Securities LLC and UBS Financial Services Inc. 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, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of FINRA Rule 5121. Neither UBS Securities LLC nor UBS Financial Services Inc. is 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 affiliates’ 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 8 months 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 “Key Risks — Estimated Value Considerations” and “— Risks Relating to Liquidity and Secondary Market Price Considerations” herein.
Prohibition on Sales to EEA 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 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 (the “UK”). For these purposes, a retail investor means a person who is neither: (i) 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 European Union (Withdrawal) Act 2018 (“EUWA”) nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. 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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You should rely only on the information incorporated by reference or provided in this preliminary pricing supplement, the accompanying product supplement or the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these Securities in any state where the offer is not permitted. You should not assume that the information in this preliminary pricing supplement is accurate as of any date other than the date on the front of the document.
| TABLE OF CONTENTS | |
|---|---|
| Preliminary Pricing Supplement | |
| Investment Description | i |
| Features | i |
| Key Dates | i |
| Security Offering | i |
| Additional Information About UBS and the Securities | ii |
| Investor Suitability | 1 |
| Preliminary Terms | 2 |
| Investment Timeline | 4 |
| Key Risks | 5 |
| Hypothetical Examples and Return Table of the Securities at Maturity | 10 |
| Information About the Underlying Basket and the Basket Assets | 12 |
| What Are the Tax Consequences of the Securities? | 44 |
| Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any) | 46 |
| Product Supplement | |
|---|---|
| Product Supplement Summary | PS-1 |
| Specific Terms of Each Security Will Be Described in the Applicable Supplements | PS-1 |
| The Securities are Part of a Series | PS-1 |
| Denomination | PS-2 |
| Coupons | PS-2 |
| Early Redemption | PS-3 |
| Payment at Maturity for the Securities | PS-3 |
| Defined Terms Relating to Payment on the Securities | PS-4 |
| Valuation Dates | PS-5 |
| Valuation Periods | PS-6 |
| Payment Dates | PS-6 |
| Closing Level | PS-7 |
| Intraday Level | PS-7 |
| What are the Tax Consequences of the Securities? | PS-8 |
| Risk Factors | PS-9 |
| General Terms of the Securities | PS-26 |
| Use of Proceeds and Hedging | PS-53 |
| Material U.S. Federal Income Tax Consequences | PS-54 |
| Certain ERISA Considerations | PS-77 |
| Supplemental Plan of Distribution (Conflicts of Interest) | PS-79 |
| Prospectus | |
|---|---|
| Introduction | 1 |
| Cautionary Note Regarding Forward-Looking Statements | 3 |
| Incorporation of Information About UBS AG | 6 |
| Where You Can Find More Information | 7 |
| Presentation of Financial Information | 8 |
| Limitations on Enforcement of U.S. Laws Against UBS AG, Its Management and Others | 8 |
| UBS AG | 8 |
| Swiss Regulatory Powers | 10 |
| Use of Proceeds | 11 |
| Description of Debt Securities We May Offer | 11 |
| Description of Warrants We May Offer | 48 |
| Legal Ownership and Book-Entry Issuance | 65 |
| Considerations Relating to Indexed Securities | 69 |
| Considerations Relating to Floating Rate Securities | 72 |
| Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency | 75 |
| U.S. Tax Considerations | 77 |
| Tax Considerations Under the Laws of Switzerland | 88 |
| Benefit Plan Investor Considerations | 90 |
| Plan of Distribution | 92 |
| Validity of the Securities | 95 |
| Experts | 95 |
$• UBS AG
Trigger Autocallable GEARS due on or about June 12, 2029
Preliminary Pricing Supplement dated June 5, 2026 (To Product Supplement dated February 6, 2025 and Prospectus dated February 6, 2025)
UBS Investment Bank UBS Financial Services Inc.
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