UBS AG — Regulatory Filings 2021

Dec 28, 2021

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee (1)(2)
Medium-Term Notes, Series B	$20,000,000.00	$0.00

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

(2) A registration fee of $1,854.00 was previously paid (Accession No. 0000914121-21-007733).

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PRICING ADDENDUM* Dated December 28, 2021 to the Pricing Supplement dated December 15, 2021 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-253432 (To Prospectus dated February 24, 2021, Index Supplement dated February 24, 2021 and Product Supplement dated February 24, 2021)

UBS AG $20,000,000 Capped Buffer In-GEARS

Linked to the Dow Jones Industrial Average ® due March 29, 2027

Investment Description

UBS AG Capped Buffer In-GEARS (the “Securities”) are unsubordinated, unsecured debt obligations issued by UBS AG (“UBS” or the “issuer”) linked to the Dow Jones Industrial Average ® (the “underlying asset”). The amount you receive at maturity will be based on the “underlying performance factor” of the underlying asset, which will equal the final level divided by the initial level (expressed as a percentage). The “initial level” is the arithmetic average of the closing level of the underlying asset on each trading day during the initial valuation period, as determined by the calculation agent and as specified below, and the “final level” will be the arithmetic average of the closing level of the underlying asset on each trading day during the final valuation period, as described on page 2 of the accompanying pricing supplement.

· If the underlying performance factor is equal to or greater than 150% (meaning that the underlying performance factor is 150% or more, which equals an increase in the final level of at least 50% from the initial level), at maturity UBS will pay you a cash payment per Security resulting in a return equal to the maximum gain of 81.22%.

· If the underlying performance factor is equal to or greater than 134% and less than 150%, at maturity UBS will pay you a cash payment per Security resulting in a return equal to the sum of (a) 2.884375 times the difference between the underlying performance factor and 134%, plus (b) 35.07%.

· If the underlying performance factor is equal to or greater than 113% and less than 134%, at maturity UBS will pay you a cash payment per Security resulting in a return equal to the sum of (a) 1.05 times the difference between the underlying performance factor and 113%, plus (b) 13.02%.

· If the underlying performance factor is equal to or greater than 105% and less than 113%, at maturity UBS will pay you a cash payment per Security resulting in a return equal to 13.02%.

· If the underlying performance factor is equal to or greater than the downside threshold of 90% and less than 105%, at maturity UBS will pay you a cash payment per Security resulting in a return equal to 0.868 times the difference between the underlying performance factor and 90%.

· If, however, the underlying performance factor is less than the downside threshold of 90% (meaning that the underlying performance factor is less than 90%, which equals a decrease in the final level by more than 10% from the initial level), at maturity UBS will pay you a cash payment per Security that is less than the principal amount, resulting in a percentage loss on your initial investment equal to the percentage that the underlying performance factor is less than 90%. In extreme situations, you could lose up to 90% of your initial investment.

Investing in the Securities involves significant risks. The Securities do not pay interest. You may lose up to 90% 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. If UBS were to default on its payment obligations you may not receive any amounts owed to you under the Securities and you could lose all of your initial investment.

Features

| q | Exposure to Performance
of the Underlying Asset up to the Maximum Gain: If the underlying performance factor
is greater than 90%, at maturity the Securities will provide a positive return based on the
excess of the underlying performance factor over 90%, subject to the maximum gain. |
| --- | --- |
| q | Potential for Buffered Downside Market Exposure: If the underlying performance factor is less than the downside threshold
of 90%, which equals a decrease in the final level by more than 10% from the initial level, at maturity UBS will pay you a cash payment
per Security that is less than the principal amount, resulting in a percentage loss on your initial investment equal to the percentage
that the underlying performance factor is less than 90%. In extreme situations, you could lose up to 90% 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 Dates

Initial Valuation Period	December 14, 2021 through December 27, 2021 (inclusive)
Trade Date	December 15, 2021
Settlement Date	December 20, 2021
Final Valuation Period*	December 21, 2026 through Final Valuation Date (inclusive)
Final Valuation Date*	March 23, 2027
Maturity Date*	March 29, 2027

• Subject to postponement in the event of a market disruption event, as described in the accompanying product supplement.

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 downside market risk similar to an investment in the underlying asset subject to the buffer. This market risk is in addition to the credit risk inherent in purchasing a debt obligation of UBS.

You should carefully consider the risks described under “Key Risks” beginning on page 4 of the accompanying pricing supplement 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 up to 90% 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 Offering

The return on the Securities is subject to, and will not exceed, the “maximum gain” or the corresponding “maximum payment at maturity”. The initial level is the arithmetic average of the closing level of the underlying asset on each trading day during the initial valuation period, as determined by the calculation agent. 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 Asset	Bloomberg Ticker	Maximum Gain	Maximum Payment at Maturity	Initial Level	Downside Threshold	Buffer	CUSIP	ISIN
Dow Jones Industrial Average ®	INDU	81.22%	$18.122 per Security	35,685.15	32,116.64, which is 90% of the Initial Level	10%	90285D389	US90285D3897

The estimated initial value of the Securities as of the trade date was $9.87. The estimated initial value of the Securities was determined as of the close of the relevant markets on the date hereof by reference to UBS’ internal pricing models, inclusive of the internal funding rate. For more information about secondary market offers and the estimated initial value of the Securities, see “Key Risks — Estimated Value Considerations” and “— Risks Relating to Liquidity and Secondary Market Price Considerations” beginning on page 5 of the accompanying pricing supplement.

See “Additional Information about UBS and the Securities” on page ii. The Securities will have the terms specified in this document, the accompanying pricing supplement, dated December 15, 2021, the accompanying product supplement, dated February 24, 2021, the accompanying prospectus dated February 24, 2021 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 pricing supplement, the accompanying product supplement, the index 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	Underwriting Discount — Total	Per Security	Proceeds to UBS AG — Total	Per Security
Securities linked to the Dow Jones Industrial Average ®	$20,000,000.00	$10.00	$100,000.00	$0.05	$19,900,000.00	$9.95

UBS Financial Services Inc. UBS Investment Bank

*** This pricing addendum specifies the initial level of the underlying asset and supplements the accompanying pricing supplement dated December 15, 2021, the accompanying product supplement and the accompanying prospectus. The Securities have the terms specified in these documents. See “Additional Information about UBS and the Securities” on page ii herein.**

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Additional Information about UBS and the Securities

UBS has filed a registration statement (including a prospectus, as supplemented by a product supplement for the Securities and an index supplement for various securities we may offer, including the Securities), with the Securities and Exchange Commission (the “SEC”), for the Securities to which this document and the accompanying pricing supplement 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 this offering. You may obtain these documents without cost by visiting EDGAR on 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:
¨	Pricing Supplement dated December 15, 2021: https://www.sec.gov/Archives/edgar/data/0001114446/000091412121007733/ub57162907-424b2.htm
¨	Market-Linked Securities product supplement dated February 24, 2021: http://www.sec.gov/Archives/edgar/data/1114446/000091412121001042/ub55766407-424b2.htm
¨	Index supplement dated February 24, 2021: http://www.sec.gov/Archives/edgar/data/1114446/000091412121001040/ub55690071-424b2.htm
¨	Prospectus dated February 24, 2021: http://www.sec.gov/Archives/edgar/data/1114446/000119312521054082/d138688d424b3.htm

References to “UBS,” “we,” “our” and “us” refer only to UBS AG and not to its consolidated subsidiaries and references to “Securities” refer to the Capped Buffer In-GEARS that are offered hereby, unless the context otherwise requires. Also, references to the “accompanying pricing supplement” mean the UBS pricing supplement dated December 15, 2021, references to the “accompanying product supplement” mean the UBS product supplement, dated February 24, 2021, references to the “index supplement” mean the UBS index supplement, dated February 24, 2021 and references to the “accompanying prospectus” mean the UBS prospectus titled “Debt Securities and Warrants,” dated February 24, 2021.

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” in the accompanying pricing supplement and in “Risk Factors” of 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 index supplement, the accompanying product supplement, the accompanying pricing supplement, and this document, the following hierarchy will govern: first, this document; second, the accompanying pricing supplement; third, the accompanying product supplement; fourth, the index supplement and last, the accompanying prospectus.

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