UBSZF UBS AG London Branch (PK)

		February 2025 Pricing Supplement Dated February 20, 2025 Registration Statement No. 333-283672 Filed pursuant to Rule 424(b)(2) (To Prospectus dated February 6, 2025 and Product Supplement dated February 6, 2025)

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM (Trigger PLUSSM) due February 25, 2027

$3,000,000 Based on the Common Stock of L3Harris Technologies, Inc.

Principal at Risk Securities

The Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM (the “Trigger PLUS”) offer leveraged exposure to the positive performance of the common stock of L3Harris Technologies, Inc. (the “underlying equity”), subject to an early redemption in exchange for potentially receiving shares of the underlying equity at maturity, the value of which is expected to be worth significantly less than the stated principal amount of the Trigger PLUS and may be worthless. If the closing price of the underlying equity is equal to or greater than the call threshold price on the call observation date, the Trigger PLUS will be redeemed early (an “early redemption”) for an amount per Trigger PLUS equal to the stated principal amount plus a return equal to the call premium (the “early redemption payment”). If the Trigger PLUS are not subject to an early redemption, the amount that investors receive at maturity for each Trigger PLUS, will be based on the direction and percentage change in the price of the underlying equity from the pricing date to the valuation date (the “underlying return”). At maturity, if the price of the underlying equity has increased from the pricing date to the valuation date, investors will receive the stated principal amount of their investment plus the leveraged upside performance of the underlying equity. If the price of the underlying equity has decreased and the final price is equal to or greater than the trigger price, the investor will receive the stated principal amount. However, if the price of the underlying equity has decreased and the final price is less than the trigger price, investors will receive per Trigger PLUS a number of shares of the underlying equity equal to the exchange ratio, the value of which is expected to be worth significantly less than the stated principal amount and, in extreme situations, could lose all of their initial investment. The “exchange ratio” is equal to the quotient of the stated principal amount divided by the initial price, observed to four decimal places. Any fractional share included in the exchange ratio will be paid in cash at an amount equal to the product of the fractional share multiplied by the final price. The Trigger PLUS are for investors who are willing to risk their principal, receive shares of the underlying equity, the value of which is expected to be worth significantly less than the stated principal amount and forgo current income in exchange for the early redemption and upside leverage features that, in each case, apply to a limited range of performance of the underlying equity. Accordingly, the Trigger PLUS do not guarantee any return of principal at maturity and you could lose a significant portion or all of your investment in the Trigger PLUS. The Trigger PLUS are unsubordinated, unsecured debt obligations issued by UBS AG (“UBS”), and all payments and deliveries on the Trigger PLUS are subject to the credit risk of UBS. If UBS were to default on its obligations you may not receive any amounts or deliveries owed to you under the Trigger PLUS and you could lose all of your initial investment.

SUMMARY TERMS
Issuer:	UBS AG London Branch (“UBS”)
Underlying equity:	Common Stock of L3Harris Technologies, Inc. (Bloomberg Ticker: “LHX UN”)
Aggregate principal amount:	$3,000,000
Stated principal amount:	$1,000.00 per Trigger PLUS
Issue price:	$1,000.00 per Trigger PLUS (see “Commissions and issue price” below)
Denominations:	$1,000.00 per Trigger PLUS and integral multiples thereof
Interest:	None
Pricing date:	February 20, 2025
Original issue date:	February 25, 2025 (3 business days after the pricing date), subject to postponement in the event of a market disruption event as described in the accompanying product supplement. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Trigger PLUS on any date prior to one business day before delivery will be required, by virtue of the fact that the Trigger PLUS will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade.
Valuation date:	February 22, 2027 (approximately 24 months after the pricing date), subject to postponement in the event of a market disruption event as described in the accompanying product supplement.
Maturity date:	February 25, 2027 (3 business days after the valuation date), subject to postponement in the event of a market disruption event as described in the accompanying product supplement
Early redemption:	If the closing price of the underlying equity on the call observation date is equal to or greater than the call threshold price, the Trigger PLUS will be redeemed early and UBS will pay the early redemption payment on the early redemption payment date. No further payments will be made on the Trigger PLUS following an early redemption. If the Trigger PLUS are redeemed early, you will receive only the early redemption payment, regardless of the actual increase in the price of the underlying equity and you will not benefit from the leverage feature that applies to the payment at maturity if the underlying return is positive.
Call observation date:	February 27, 2026 (approximately 12 months after the pricing date), subject to postponement in the event of a market disruption event as described in the accompanying product supplement.
Early redemption payment date:	March 4, 2026 (3 business days after the call observation date), subject to postponement in the event of a market disruption event as described in the accompanying product supplement
Early redemption payment:	$1,000.00 + ($1,000.00 × Call Premium)
Call premium:	14.00%
Call threshold price:	$197.23, which is equal to 100% of the initial price, as determined by the calculation agent (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).
Payment at maturity:	If the Trigger PLUS are not redeemed early, for each Trigger PLUS you hold at maturity: ￭ If the underlying return is positive: $1,000.00 + Leveraged Upside Payment ￭ If the underlying return is zero or negative and the final price is equal to or greater than the trigger price: $1,000.00 ￭ If the underlying return is negative and the final price is less than the trigger price: a number of shares (and/or cash in lieu of any fractional share) of the underlying equity equal to the exchange ratio Accordingly, if the Trigger PLUS are not redeemed early, the underlying return is negative and the final price is less than the trigger price, you will receive per Trigger PLUS a number of shares (and/or cash in lieu of any fractional share) of the underlying equity equal to the exchange ratio, the value of which is expected to be worth significantly less than the stated principal amount and, in extreme situations, you could lose all of your initial investment.
Exchange ratio:	5.0702, which is a number of shares of the underlying equity per Trigger PLUS equal to the quotient of the stated principal amount divided by the initial price, observed to 4 decimal places (as may be adjusted in the case of certain adjustment events as described with respect to the “share delivery amount” 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). We will pay cash in lieu of delivering any fractional share in an amount equal to the product of the fractional share by the final price, each as determined by the calculation agent. For the avoidance of doubt, if the exchange ratio is less than 1.0000, your payment at maturity for each Trigger PLUS will be the cash value of the fractional share. Any decline in the price of the underlying equity during the period between the valuation date and the maturity date will result in a return on the Trigger PLUS at maturity that is less than the return you would have received had UBS instead paid you the cash value of the exchange ratio as of the valuation date.
Cash value:	The exchange ratio multiplied by the final price.
Underlying return:	The quotient, expressed as a percentage, of (i) the final price minus the initial price, divided by (ii) the initial price. Expressed as a formula: (Final Price − Initial Price) / Initial Price
Leveraged upside payment:	$1,000.00 × Leverage Factor × Underlying Return
Initial price:	$197.23, which is the closing price of the underlying equity on the pricing date, as determined by the calculation agent (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).
Final price:	The closing price of the underlying equity on the valuation date, as determined by the calculation agent
Leverage factor:	1.50
Trigger price:	$157.78, which is equal to 80% of the initial price, as determined by the calculation agent (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).
CUSIP / ISIN:	90308VAJ0 / US90308VAJ08
Listing:	The Trigger PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
Agent:	UBS Securities LLC
Commissions and issue price:	Price to Public(1)	Fees and Commissions(1)	Proceeds to Issuer
Per Trigger PLUS:	100.00%	2.00%(a)	97.50%
		+0.50%(b)
		2.50%
Total:	$3,000,000.00	$75,000.00	$2,925,000.00

(1)UBS Securities LLC has agreed to purchase from UBS AG the Trigger PLUS at the price to public less a fee of $25.00 per $1,000.00 stated principal amount of Trigger PLUS. UBS Securities LLC has agreed to resell all of the Trigger PLUS to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”) at an underwriting discount which reflects:

(a) a fixed sales commission of $20.00 per $1,000.00 stated principal amount of Trigger PLUS that Morgan Stanley Wealth Management sells and

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

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

The estimated initial value of the Trigger PLUS as of the pricing date is $962.80. The estimated initial value of the Trigger PLUS 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 Trigger PLUS, see “Risk Factors — Estimated Value Considerations” and “— Risks Relating to Liquidity and Secondary Market Price Considerations” beginning on page 10 herein.

Notice to investors: the Trigger PLUS are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the full stated principal amount of the Trigger PLUS at maturity, and the Trigger PLUS will have the same downside market risk as that of the underlying equity. This market risk is in addition to the credit risk inherent in purchasing a debt obligation of UBS. You should not purchase the Trigger PLUS if you do not understand or are not comfortable with the significant risks involved in investing in the Trigger PLUS.

You should carefully consider the risks described under “Risk Factors” beginning on page 9 herein and under “Risk Factors” beginning on page PS-9 of the accompanying product supplement before purchasing any Trigger PLUS. Events relating to any of those risks, or other risks and uncertainties, could adversely affect the market value of, and the return on, your Trigger PLUS.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Trigger PLUS or passed upon the accuracy or adequacy of this document, the accompanying product supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The Trigger PLUS are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

You should read this document together with the accompanying product supplement and the accompanying prospectus, each of which can be accessed via the hyperlinks below, before you decide to invest.

Product supplement dated February 6, 2025	Prospectus dated February 6, 2025

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

Additional Information About UBS and the Trigger PLUS

UBS has filed a registration statement (including a prospectus as supplemented by a product supplement for various securities we may offer, including the Trigger PLUS) with the Securities and Exchange Commission (the “SEC”) for the offering to which this document relates. You should read these documents and any other documents relating to this offering that UBS has filed with the SEC for more complete information about UBS and this offering. You may obtain these documents for free from the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC web site is 0001114446.

You may access these documents on the SEC website at www.sec.gov as follows:

￭	Prospectus dated February 6, 2025: http://www.sec.gov/Archives/edgar/data/1114446/000119312525021845/d936490d424b3.htm
￭	Product Supplement dated February 6, 2025: http://www.sec.gov/Archives/edgar/data/1114446/000183988225007685/ubs_424b2-03670.htm

References to “UBS,” “we,” “our” and “us” refer only to UBS AG and not to its consolidated subsidiaries. In this document, the “Trigger PLUS” refers to the Auto-Callable Trigger Performance Leveraged Upside Securities that are offered hereby. Also, references to the “accompanying prospectus” mean the UBS prospectus titled “Debt Securities and Warrants”, dated February 6, 2025, and references to the “accompanying product supplement” mean the UBS product supplement titled “Market-Linked Securities Product Supplement”, dated February 6, 2025.

You should rely only on the information incorporated by reference or provided in this document, 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 Trigger PLUS in any state where the offer is not permitted. You should not assume that the information in this document, the accompanying product supplement or the accompanying prospectus is accurate as of any date other than the date on the front of this document.

UBS reserves the right to change the terms of, or reject any offer to purchase, the Trigger PLUS prior to their issuance. In the event of any changes to the terms of the Trigger PLUS, 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.

In the event of any discrepancies between this document, the accompanying product supplement and the accompanying prospectus, the following hierarchy will govern: first, this document; second, the accompanying product supplement; and finally, the accompanying prospectus.

“Performance Leveraged Upside SecuritiesSM” and “Trigger PLUSSM” are service marks of Morgan Stanley.

February 2025	Page 2

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

Investment Overview

Auto-Callable Trigger Performance Leveraged Upside Securities

The Auto-Callable Trigger PLUS Based on the Common Stock of L3Harris Technologies, Inc. due February 25, 2027 can be used:

￭To provide an opportunity to earn the early redemption payment, which is an amount equal to the stated principal amount plus a return equal to the call premium, if the closing price of the underlying equity on the call observation date is equal to or greater than the call threshold price.

￭If the Trigger PLUS are not redeemed early:

●As an alternative to direct exposure to the underlying equity that enhances the return for positive performance of the underlying equity over the term of the Trigger PLUS; however, by investing in the Trigger PLUS, you will not be entitled to receive any dividends paid with respect to the underlying equity or any interest payments. You should carefully consider whether an investment that does not provide for any dividends or interest payments is appropriate for you.

●To enhance returns and potentially outperform the underlying equity in a bullish scenario.

●To achieve similar levels of upside exposure to the underlying equity as that of a hypothetical direct investment while using fewer dollars by taking advantage of the leverage factor.

●To provide a return of your stated principal amount in the event that the underlying return is negative and the final price is equal to or greater than the trigger price.

 

Maturity:	Approximately 24 months
Call threshold price:	$197.23, which is equal to 100% of the initial price
Call premium:	14.00%
Leverage factor:	1.50
Trigger price:	$157.78, which is equal to 80% of the initial price
Interest:	None
Minimum payment at maturity:	None. Investors may lose all of their initial investment in the Trigger PLUS.
Listing:	The Trigger PLUS will not be listed or displayed on any securities exchange or any electronic communications network.

February 2025	Page 3

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

Key Investment Rationale

If the closing price of the underlying equity on the call observation date is equal to or greater than the call threshold price, the Trigger PLUS will be redeemed early for an amount per Trigger PLUS equal to the stated principal amount plus a return equal to the call premium. If the Trigger PLUS are not redeemed early, investors can use the Trigger PLUS to (i) leverage returns from any positive performance of the underlying equity over the term of the Trigger PLUS by a factor of 1.50 and (ii) obtain contingent protection against a loss of the stated principal amount in the event that the underlying return is zero or negative and the final price is equal to or greater than the trigger price. At maturity, investors will receive an amount in cash based upon the underlying return and whether the final price is greater than the trigger price. If the Trigger PLUS are not redeemed early, the underlying return is negative and the final price is less than the trigger price, investors will receive per Trigger PLUS a number of shares (and/or cash in lieu of any fractional share) of the underlying equity, the value of which is expected to be worth significantly less than the stated principal amount and, in extreme situations, you could lose all of your initial investment. Any fractional share included in the exchange ratio will be paid in cash at an amount equal to the product of the fractional share and the final price. For the avoidance of doubt, if the exchange ratio is less than 1.0000, the payment at maturity for each Trigger PLUS will be the cash value of the fractional share.

Investors will not be entitled to receive any dividends paid with respect to the underlying equity and the Trigger PLUS do not pay interest. You should carefully consider whether an investment that does not provide for any dividends or periodic interest is appropriate for you.

 

 

Early redemption feature	If the closing price of the underlying equity on the call observation date is equal to or greater than the call threshold price, the Trigger PLUS will be redeemed early for an amount per Trigger PLUS equal to the early redemption payment $1,140.00. If the Trigger PLUS are redeemed early, you will receive only the early redemption payment regardless of the actual increase in the price of the underlying equity from the pricing date to the call observation date and you will not benefit from the leverage feature that applies to the payment at maturity if the underlying return is positive.
Upside Scenario	If the Trigger PLUS are not redeemed early and the underlying return is positive, at maturity, the Trigger PLUS redeem for the stated principal amount of $1,000.00 plus the leveraged upside payment.
Par Scenario	If the Trigger PLUS are not redeemed early, the underlying return is zero or negative and the final price is equal to or greater than the trigger price, at maturity you will receive the stated principal amount at maturity.
Downside Scenario	If the Trigger PLUS are not redeemed early, the underlying return is negative and the final price is less than the trigger price, at maturity you will receive per Trigger PLUS a number of shares of the underlying equity equal to the exchange ratio, which is equal to the quotient, observed to 4 decimal places, of (i) the stated principal amount divided by (ii) the initial price. Any fractional share included in the exchange ratio will be paid in cash at an amount equal to the product of the fractional share multiplied by the final price. For the avoidance of doubt, if the exchange ratio is less than 1.0000, the payment at maturity for each Trigger PLUS will be the cash value of the fractional share. Any decline in the price of the underlying equity during the period between the valuation date and the maturity date will result in a return on the Trigger PLUS at maturity that is less than the return you would have received had UBS instead paid you the cash value of the exchange ratio as of the valuation date. There is no minimum payment at maturity on the Trigger PLUS and, accordingly, you could lose a significant portion and, in extreme situations, all of your initial investment.

February 2025	Page 4

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

Investor Suitability

The Trigger PLUS may be suitable for you if:

■You fully understand the risks of an investment in the Trigger PLUS, including the risk of loss of all of your initial investment.

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

■You believe that the price of the underlying equity will increase over the term of the Trigger PLUS and that (i) the closing price on the call observation date will be equal to or greater than the call threshold price or (ii) if the Trigger PLUS are not redeemed early, the final price will be greater than the initial price.

■You can tolerate receiving a number of shares (and/or cash in lieu of any fractional share) of the underlying equity per Trigger PLUS equal to the exchange ratio at maturity, the value of which is expected to be worth significantly less than the stated principal amount and may be worthless, if the Trigger PLUS are not redeemed early and the final price is less than the trigger price.

■You understand and accept that, if the Trigger PLUS are redeemed early, you will not benefit from the leverage factor and your potential return on the Trigger PLUS is limited to the early redemption payment, regardless of the increase in the price of the underlying equity.

■You are willing to invest in the Trigger PLUS based on the early redemption payment indicated on the cover hereof.

■You can tolerate receiving a payment at maturity that will be worth significantly less than the stated principal amount and may be zero if the final price is less than the trigger price.

■You can tolerate fluctuations in the price of the Trigger PLUS prior to maturity that may be similar to or exceed the downside fluctuations in the price of the underlying equity.

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

■You are willing to invest in securities that may be redeemed prior to the maturity date and you are otherwise willing and able to hold the Trigger PLUS to maturity, a term of approximately 24 months, and accept that there may be little or no secondary market for the Trigger PLUS.

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

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

The Trigger PLUS may not be suitable for you if:

■You do not fully understand the risks of an investment in the Trigger PLUS, including the risk of loss of all of your initial investment.

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

■You believe that the price of the underlying equity will decrease over the term of the Trigger PLUS and (i) the closing price on the call observation date will be less than the call threshold price and (ii) if the Trigger PLUS are not redeemed early, the final price will be less than the trigger price.

■You cannot tolerate receiving a number of shares (and/or cash in lieu of any fractional share) of the underlying equity per Trigger PLUS equal to the exchange ratio at maturity, the value of which is expected to be worth significantly less than the stated principal amount and may be worthless if the Trigger PLUS are not redeemed early the final price is less than the trigger price.

■You do not understand and accept that, if the Trigger PLUS are redeemed early, you will not benefit from the leverage factor and your potential return on the Trigger PLUS is limited to the early redemption payment, regardless of the increase in the price of the underlying equity.

■You are not willing to invest in the Trigger PLUS based on the early redemption payment indicated on the cover hereof.

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

■You cannot tolerate fluctuations in the price of the Trigger PLUS prior to maturity that may be similar to or exceed the downside fluctuations in the price of the underlying equity.

■You seek current income from your investment or prefer to receive the dividends paid on the underlying equity.

■You are unable or unwilling to hold securities that may be redeemed prior to the maturity date, or you are unable or unwilling to hold the Trigger PLUS to maturity, a term of approximately 24 months, or seek an investment for which there will be an active secondary market.

■You are not willing to assume the credit risk of UBS for all payments and deliveries under the Trigger PLUS, including any repayment of principal.

February 2025	Page 5

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

How the Auto-Callable Trigger PLUS Work

Hypothetical Examples

The below examples are based on the following terms and are purely hypothetical (the actual terms of your Trigger PLUS are indicated on the cover hereof):

Investors will not be entitled to receive any dividends paid with respect to the underlying equity or any interest. You should carefully consider whether an investment that does not provide for any dividends or periodic interest is appropriate for you.

Stated principal amount:	$1,000.00 per Trigger PLUS
Hypothetical Initial price:	$100
Hypothetical Call threshold price:	$100, which is equal to 100% of the hypothetical initial price
Call Premium:	14.00%
Leverage factor:	1.50
Hypothetical Trigger Price:	$80, which is 80% of the hypothetical initial price
Hypothetical Exchange Ratio*:	10.0000 shares per Trigger PLUS*
Minimum Payment at Maturity:	None

* Equal to the quotient, observed to 4 decimal places, of (i) the stated principal amount divided by (ii) the hypothetical initial price. If at maturity you receive a number of shares of the underlying equity equal to the exchange ratio, any fractional share included in the exchange ratio will be paid in cash at an amount equal to the product of the fractional share and the final price. For the avoidance of doubt, if the exchange ratio is less than 1.0000, your payment at maturity for each Trigger PLUS will be the cash value of the fractional share.

EXAMPLE 1: The closing price of the underlying equity on the call observation date is equal to or greater than the call threshold price, the Trigger PLUS are redeemed early and investors receive the stated principal amount plus a return equal to the call premium.

Closing Price on the Call Observation Date	$105
Early Redemption Payment	= $1,000.00 + ($1,000.00 × Call Premium)
	= $1,000.00 + ($1,000.00 × 14.00%)
	= $1,140.00 (Early Redemption Payment)

In Example 1, the Trigger PLUS the closing price of the underlying equity on the call observation date is equal to or greater than the call threshold price and the Trigger PLUS are redeemed early. Therefore, on the early redemption payment date, investors receive the stated principal amount plus a return equal to the call premium, resulting in a payment at maturity of $1,140.00 per Trigger PLUS (a total return of 14.00%). Following an early redemption, no further amounts will be owed to you under the Trigger PLUS.

EXAMPLE 2: The Trigger PLUS are not redeemed early, the price of the underlying equity increases over the term of the Trigger PLUS, and investors receive the stated principal amount plus the leveraged upside payment.

Final Price	$105
Underlying Return	($105 − $100) / $100 = 5.00%
Payment at Maturity	=  $1,000.00 + Leveraged Upside Payment
	= $1,000.00 + ($1,000.00 × Leverage Factor × Underlying Return)
	= $1,000.00 + ($1,000.00 × 1.50 × 5.00%)
	= $1,075.00 (Payment at Maturity)

February 2025	Page 6

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

In Example 2, the Trigger PLUS are not redeemed early, the underlying return is positive and equal to 5.00%. Therefore, at maturity, investors receive the stated principal amount plus a return equal to 1.50 times the underlying return, resulting in a payment at maturity of $1,075.00 per Trigger PLUS (a total return of 7.50%).

EXAMPLE 3: The Trigger PLUS are not redeemed early, the price of the underlying equity declines over the term of the Trigger PLUS, and investors receive the stated principal amount.

Final Price	$95
Underlying Return	($95 − $100) / $100 = −5.00%
Payment at Maturity	= $1,000.00 (Payment at Maturity)

In Example 3, the Trigger PLUS are not redeemed early, the underlying return is negative and the final price is equal to or greater than the trigger price. Accordingly, investors receive the stated principal amount at maturity, resulting in a payment at maturity of $1,000.00 per Trigger PLUS (a total return of 0.00%).

EXAMPLE 4: The Trigger PLUS are not redeemed early, the price of the underlying equity declines over the term of the Trigger PLUS and investors will receive shares of the underlying equity equal to the exchange ratio (and/or cash in lieu of any fractional share).

Final Price	$40
Payment at Maturity	Payment at Maturity = Exchange Ratio
	Exchange Ratio = $40 × 10.0000 shares = $400.00*
	Payment at Maturity = $400.00* (Payment at Maturity)

* Represents the approximate cash value of the exchange ratio as of the valuation date. Because the Trigger PLUS are physically settled, the actual value of the shares received and the total return on the Trigger PLUS at maturity will depend on the price of the underlying equity on the maturity date.

In Example 4, the Trigger PLUS are not redeemed early, the underlying return is negative and the final price is less than the trigger price such that the underlying return is -60%. Because the final price is less than the trigger price, investors will receive shares of the underlying equity equal to the exchange ratio with cash paid in lieu of any fractional share, the value of which, as of the valuation date, will equal $400.00 per Trigger PLUS (a loss of 60.00%). Any decline in the price of the underlying equity during the period between the valuation date and the maturity date will result in a return on the Trigger PLUS at maturity that is less than the return you would have received had UBS instead paid you the cash value of the exchange ratio as of the valuation date.

If the Trigger PLUS are not redeemed early, the underlying return is negative and the final price is less than the trigger price, you will receive per Trigger PLUS a number of shares (and/or cash in lieu of any fractional share) of the underlying equity, the value of which is expected to be worth significantly less than the stated principal amount and, in extreme situations, you could lose all of your initial investment.

February 2025	Page 7

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

Payment upon Early Redemption

If the closing price of the underlying equity on the call observation date is equal to or greater than the call threshold price, investors will receive the early redemption payment. Following an early redemption, no further amounts will be owed to you under the Trigger PLUS.

If the Trigger PLUS are redeemed early, you will receive only the early redemption payment regardless of the actual increase in the price of the underlying equity and you will not benefit from the leverage feature that applies to the payment at maturity if the underlying return is positive.

Payment at Maturity

If the Trigger PLUS are not redeemed early, at maturity, investors will receive for each Trigger PLUS that they hold an amount in cash based upon the underlying return of the underlying equity on the valuation date, as determined as follows:

If the underlying return is positive:

  $1,000.00 + Leveraged Upside Payment

If the underlying return is zero or negative and the final price is equal to or greater than the trigger price:

$1,000.00

If the underlying return is negative and the final price is less than the trigger price:

a number of shares (and/or cash in lieu of any fractional share) of the underlying equity equal to the exchange ratio

Accordingly, if the Trigger PLUS are not redeemed early, the underlying return is negative and the final price is less than the trigger price, you will receive per Trigger PLUS a number of shares (and/or cash in lieu of any fractional share) of the underlying equity, the value of which is expected to be worth significantly less than the stated principal amount and, in extreme situations, you could lose all of your initial investment.

February 2025	Page 8

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

Risk Factors

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

Risks Relating to Return Characteristics

￭The Trigger PLUS do not pay interest or guarantee return of the stated principal amount and your investment in the Trigger PLUS may result in a loss. The terms of the Trigger PLUS differ from those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee the return of any of the stated principal amount at maturity. If the Trigger PLUS are not redeemed early, UBS will repay the stated principal amount of the Trigger PLUS at maturity only if the final price is equal to or greater than the trigger price. If the Trigger PLUS are not redeemed early, the underlying return is negative and the final price is less than the trigger price, you will receive per Trigger PLUS a number of shares (and/or cash in lieu of any fractional share) of the underlying equity equal to the exchange ratio, the value of which is expected to be worth significantly less than your stated principal amount and could be worthless. If you receive the shares of the underlying equity, the percentage loss on your initial investment, as of the valuation date, will be equal to the percentage decline of the price of the underlying equity from the initial price to the final price.

Additionally, in the event that the Trigger PLUS are not redeemed early, the underlying return is negative and the final price is less than the trigger price, any decline in the price of the underlying equity from the valuation date to the maturity date will cause your return on the Trigger PLUS to be less than the return you would have received had UBS instead paid you the cash value.

￭If the Trigger PLUS are redeemed early your return on the Trigger PLUS is limited to the early redemption payment. If the closing price of the underlying equity on the call observation date is equal to or greater than the call threshold price, the Trigger PLUS will be automatically redeemed for the early redemption payment, regardless of the actual increase in the price of the underlying equity (which may be significant). No further payments will be made on the Trigger PLUS once they have been redeemed.

￭The leverage factor applies only if the Trigger PLUS are not redeemed early and you hold the Trigger PLUS to maturity. If the Trigger PLUS are redeemed early, you will not benefit from the leverage feature that applies only to the payment at maturity if the final price is greater than the initial price. Even if the Trigger PLUS are redeemed early and the final price is greater than the initial price, the payment at maturity may be less than the payment you would have received if the Trigger PLUS were redeemed early. If the Trigger PLUS are not redeemed early, you should be willing to hold the Trigger PLUS to maturity. If you are able to sell the Trigger PLUS prior to maturity in the secondary market, the price you receive will likely not reflect the full economic value of the leverage factor and the return you realize may be less than the leverage factor multiplied by the then-current underlying return, even if such return is positive. You can receive the full benefit of the early redemption payment only if the Trigger PLUS are redeemed early and the leverage factor from UBS only if the Trigger PLUS are not redeemed early and you hold the Trigger PLUS to maturity.

■Early redemption risk. The term of your investment in the Trigger PLUS may be limited to as short as approximately 12 months by the early redemption feature of the Trigger PLUS. If the Trigger PLUS are redeemed early, you will receive no further payments and may be forced to invest in a lower interest rate environment and may not be able to reinvest the proceeds from an investment in the Trigger PLUS at a comparable return for a similar level of risk.    

￭Owning the Trigger PLUS is not the same as owning the underlying equity. The return on the Trigger PLUS may not reflect the return you would realize if you actually owned the underlying equity. For example, if the Trigger PLUS are redeemed early, your return on the Trigger PLUS is limited to the call premium, while the potential return on a direct investment in the underlying equity would be unlimited. Furthermore, you will not receive or be entitled to receive any dividend payments or other distributions during the term of the Trigger PLUS, and any such dividends or distributions will not be factored into the calculation of the payment at maturity on the Trigger PLUS. Similarly, unless and until you receive shares of the underlying equity equal to the exchange ratio on the maturity date, as an owner of the Trigger PLUS, you will not have voting rights or any other rights that a holder of the underlying equity would have.

February 2025	Page 9

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

Risks Relating to Characteristics of the Underlying Equity

￭Single equity risk. The return on the Trigger PLUS, which may be negative, is linked to the performance of the underlying equity. The closing price of the underlying equity can rise or fall sharply due to factors specific to that underlying equity and the issuer of such underlying equity (the “underlying equity issuer”), such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. You, as an investor in the Trigger PLUS, should make your own investigation into the underlying equity issuer and the underlying equity for your Trigger PLUS. For additional information regarding the underlying equity, please see “Information About the Underlying Equity” below and the underlying equity issuer’s SEC filings referred to in this section. We urge you to review financial and other information filed periodically by the underlying equity issuer with the SEC.

￭There can be no assurance that the investment view implicit in the Trigger PLUS will be successful. It is impossible to predict whether and the extent to which the price of the underlying equity will rise or fall and there can be no assurance that the closing price will be equal to or greater than the call threshold price or, if the Trigger PLUS are not redeemed early, that the final price will be greater than the initial price. The price of the underlying equity will be influenced by complex and interrelated political, economic, financial and other factors that affect the underlying equity issuer. You should be willing to accept the downside risks of owning equities in general and the underlying equity in particular, and to assume the risk that, if the Trigger PLUS are not redeemed early, you may lose a significant portion or all of your initial investment.

￭No affiliation with the underlying equity issuer. The underlying equity issuer is not an affiliate of ours, is not involved with the offering in any way, and has no obligation to consider your interests in taking any corporate actions that might affect the value of the Trigger PLUS. We have not made any due diligence inquiry with respect to the underlying equity in connection with the offering.

Estimated Value Considerations

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

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

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

February 2025	Page 10

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

Risks Relating to Liquidity and Secondary Market Price Considerations

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

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

￭Price of the Trigger PLUS prior to maturity. The market price of the Trigger PLUS will be influenced by many unpredictable and interrelated factors, including the price of the underlying equity; the volatility of the underlying equity; the dividend rate paid on the underlying equity; the time remaining to the maturity of the Trigger PLUS; interest rates in the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial events; the creditworthiness of UBS and the then current bid-ask spread for the Trigger PLUS.

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

Risks Relating to Hedging Activities and Conflicts of Interest

￭Potential conflict of interest. UBS and its affiliates may engage in business with the underlying equity, which may present a conflict between the interests of UBS and you, as a holder of the Trigger PLUS. There are also potential conflicts of interest between you and the calculation agent, which will be an affiliate of UBS and which will make potentially subjective judgments. The calculation agent will determine the payment at maturity, if any, based on the observed closing price of the underlying equity. The calculation agent can postpone the determination of the initial price, closing price or final price (and therefore the original issue date, early redemption payment date or maturity date, as applicable) if a market disruption event occurs and is continuing on the pricing date, call observation ate or valuation date, respectively. As UBS determines the economic terms of the Trigger PLUS, including the call threshold price, call premium, leverage factor and trigger price, and such terms include the underwriting discount, hedging costs, issuance and other costs and projected profits, the Trigger PLUS represent a package of economic terms. There are other potential conflicts of interest insofar as an investor could potentially get better economic terms if that investor entered into exchange-traded and/or OTC derivatives or other instruments with third parties, assuming that such instruments were available and the investor had the ability to assemble and enter into such instruments.

In addition, we or one of our affiliates may enter into swap agreements or related hedging activities with the dealer or its affiliates in connection with the Trigger PLUS, which could cause the economic interests of UBS, the dealer or our or their respective affiliates to be adverse to your interests as an investor in the Trigger PLUS. If the dealer or any of its affiliates conduct hedging activities for us or our affiliate in connection with the Trigger PLUS and earns profits in connection with such hedging activities,

February 2025	Page 11

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

such profit will be in addition to the underwriting compensation it receives for the sale of the Trigger PLUS to you. You should be aware that the potential to receive compensation both for hedging activities and sales may create a further incentive for the dealer to sell the Trigger PLUS to you.

￭Hedging and trading activities by the calculation agent and its affiliates could potentially affect the value of, and any amounts payable on, the Trigger PLUS. The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect to the Trigger PLUS on or prior to the pricing date and prior to maturity could adversely affect the value of, and any amounts payable on, the Trigger PLUS. These hedging or trading activities on or prior to the pricing date could potentially affect the initial price of the underlying equity. Additionally, these hedging or trading activities during the term of the Trigger PLUS could potentially affect the final price of the underlying equity on the valuation date and, accordingly, any amounts payable on the Trigger PLUS. It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the value of the Trigger PLUS declines.

￭We may engage in business with or involving the underlying equity issuer without regard to your interests. We or our affiliates may presently or from time to time engage in business with the underlying equity issuer without regard to your interests and thus may acquire non-public information about the underlying equity. Neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, we or our affiliates from time to time have published and in the future may publish research reports with respect to the underlying equity, which may or may not recommend that investors buy or hold the underlying equity.

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

￭Following certain events, the calculation agent can make adjustments to the underlying equity and terms of the Trigger PLUS that may adversely affect the market value of, and return on, the Trigger PLUS. The calculation agent may make adjustments to the initial price, exchange ratio, trigger price, call threshold price, and/or final price or any other term of the Trigger PLUS and, in some instances, may replace the underlying equity, for certain events affecting the underlying equity. However, the calculation agent will not make an adjustment in response to all events that could affect the underlying equity. If an event occurs that does not require the calculation agent to make an adjustment, the value of, and any amounts payable or deliverable on, the Trigger PLUS may be materially and adversely affected. You should also be aware that the calculation agent may make adjustments in response to events that are not described in the accompanying product supplement that it believes are appropriate to offset to the extent practical any change in your economic position as a holder of the Trigger PLUS resulting solely from any such event to achieve an equitable result, but the calculation agent is under no obligation to do so or to consider your interests as a holder of the Trigger PLUS in making these determinations. Following certain events relating to the underlying equity issuer, such as a reorganization event or a delisting or suspension of trading, the return on the Trigger PLUS may be based on the shares of a successor to the underlying equity issuer in combination with any cash or any other assets distributed to holders of the underlying equity, if applicable, or on the common stock issued by another company. If as a result of the occurrence of a market disruption event, the calculation agent determines that the physical delivery of all or any portion of the exchange ratio is prohibited, restricted, impractical or otherwise impaired, the value of all or the affected portion of the exchange ratio will be valued by the calculation agent as described in the product supplement and settled by cash payment. For more information, see the sections “General Terms of the Securities — Antidilution Adjustments for Securities Linked to an Underlying Equity or Equity Basket Asset”, “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” and “— Delisting of, Suspension of Trading in, or Change in Law Affecting, an Underlying Equity” in the accompanying product supplement.

Risks Relating to General Credit Characteristics

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

￭The Trigger PLUS are not bank deposits. An investment in the Trigger PLUS carries risks which are very different from the risk profile of a bank deposit placed with UBS or its affiliates. The Trigger PLUS have different yield and/or return, liquidity and risk profiles and would not benefit from any protection provided to deposits.

February 2025	Page 12

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

￭If UBS experiences financial difficulties, FINMA has the power to open restructuring or liquidation proceedings in respect of, and/or impose protective measures in relation to, UBS, which proceedings or measures may have a material adverse effect on the terms and market value of the Trigger PLUS and/or the ability of UBS to make payments thereunder. The Swiss Federal Act on Banks and Savings Banks of November 8, 1934, as amended (the “Swiss Banking Act”) grants the Swiss Financial Market Supervisory Authority (“FINMA”) broad powers to take measures and actions in relation to UBS if it concludes that there is justified concern that UBS is over-indebted or has serious liquidity problems or, after expiry of a deadline, UBS fails to fulfill the applicable capital adequacy requirements (whether on a standalone or consolidated basis). If one of these pre-requisites is met, FINMA is authorized to open restructuring proceedings or liquidation (bankruptcy) proceedings in respect of, and/or impose protective measures in relation to, UBS. The Swiss Banking Act grants significant discretion to FINMA in connection with the aforementioned proceedings and measures. In particular, a broad variety of protective measures may be imposed by FINMA, including a bank moratorium or a maturity postponement, which measures may be ordered by FINMA either on a stand-alone basis or in connection with restructuring or liquidation proceedings.

In restructuring proceedings, FINMA, as resolution authority, is competent to approve the restructuring plan. The restructuring plan may, among other things, provide for (a) the transfer of all or a portion of UBS’ assets, debts, other liabilities and contracts (which may or may not include the contractual relationship between UBS and the holders of Trigger PLUS) 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 Trigger PLUS, 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 Trigger PLUS. Prior to any debt-to-equity swap or write-off with respect to any Trigger PLUS, outstanding equity and debt instruments issued by UBS qualifying as additional tier 1 capital or tier 2 capital must be converted or written-down, as applicable, and cancelled. The Swiss Banking Act addresses the order in which a debt-to-equity swap or a write-off of debt instruments (other than debt instruments qualifying as additional tier 1 capital or tier 2 capital) should occur: first, all subordinated obligations not qualifying as regulatory capital; second, debt instruments for loss absorbency in the course of insolvency measures (Schuldinstrumente zur Verlusttragung im Falle von Insolvenzmassnahmen) under the Swiss Ordinance concerning Capital Adequacy and Risk Diversification for Banks and Securities Dealers of June 1, 2012, as amended; third, all other obligations not excluded by law from a debt-to-equity swap or write-off (other than deposits), such as the Trigger PLUS; 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 Trigger PLUS 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 Trigger PLUS. 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 Trigger PLUS, the price or value of their investment in the Trigger PLUS and/or the ability of UBS to satisfy its obligations under the Trigger PLUS and could lead to holders losing some or all of their investment in the Trigger PLUS.

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 Trigger PLUS 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 Trigger PLUS 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 Trigger PLUS 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.

February 2025	Page 13

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

Risks Relating to U.S. Federal Income Taxation

￭Uncertain tax treatment. Significant aspects of the tax treatment of the Trigger PLUS are uncertain. You should read carefully the section entitled “Tax Considerations” herein and the section entitled “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards”, in the accompanying product supplement and consult your tax advisor about your tax situation.

 

February 2025	Page 14

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

 

Information About the Underlying Equity

L3Harris Technologies, Inc.

According to publicly available information, L3Harris Technologies, Inc. (“L3Harris”) provides products, systems and services with defense, civil government and commercial applications. On June 29, 2019, L3 Technologies, Inc. merged with and into Harris Corporation in an all-stock transaction and Harris Corporation was renamed L3Harris Technologies, Inc. Harris Corporation’s common stock previously traded on the New York Stock Exchange under ticker symbol “HRS” and, after the merger, began trading on the New York Stock Exchange under the ticker symbol “LHX”. Information filed by L3Harris with the SEC can be located by reference to its SEC file number: 001-03863, or its CIK Code: 0000202058.

Information as of market close on February 20, 2025:

Bloomberg Ticker Symbol:	LHX UN <Equity>	52 Week High (on November 11, 2024):	$264.22
Current Stock Price:	$197.23	52 Week Low (on February 19, 2025):	$194.65
52 Weeks Ago (on February 20, 2024):	$211.83

All disclosures contained in this document regarding the underlying equity are 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 equity. You should make your own investigation into the underlying equity.

The underlying equity is registered under the Exchange Act. Companies with securities registered under the Exchange Act are required to file financial and other information specified by the SEC periodically. Information filed by the underlying equity 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 the underlying equity issuer under the Exchange Act can be located by reference to its SEC file number provided above.

February 2025	Page 15

 

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

 

Historical Information

The table below sets forth the published high and low closing prices, as well as end-of-quarter closing price, of the underlying equity for the specified period. The closing price of the underlying equity on February 20, 2025 was $197.23. The associated graph shows the closing prices of the underlying equity for each day from January 1, 2015 to February 20, 2025. The dotted lines represent the trigger price of $157.78 and the call threshold price of $197.23, which are equal to 80.00% and 100.00%, respectively, of the initial price. We obtained the information in the table below from Bloomberg Professional® service (“Bloomberg”), without independent verification. The closing prices may be adjusted by Bloomberg for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. UBS has not undertaken an independent review or due diligence of any publicly available information obtained from Bloomberg. The historical performance of the underlying equity should not be taken as an indication of its future performance, and no assurance can be given as to the price of the underlying equity at any time, including the call observation date or the valuation date.

L3Harris Technologies, Inc.	High	Low	Period End
2021
First Quarter	$203.08	$171.51	$202.68
Second Quarter	$223.72	$203.62	$216.15
Third Quarter	$234.50	$218.23	$220.24
Fourth Quarter	$244.73	$202.02	$213.24
2022
First Quarter	$270.74	$209.29	$248.47
Second Quarter	$260.80	$221.57	$241.70
Third Quarter	$243.97	$207.83	$207.83
Fourth Quarter	$252.80	$204.56	$208.21
2023
First Quarter	$215.85	$190.78	$196.24
Second Quarter	$204.43	$175.92	$195.77
Third Quarter	$202.56	$167.94	$174.12
Fourth Quarter	$210.92	$161.28	$210.62
2024
First Quarter	$215.96	$202.92	$213.10
Second Quarter	$226.69	$200.34	$224.58
Third Quarter	$243.27	$221.96	$237.87
Fourth Quarter	$264.22	$208.94	$210.28
2025
First Quarter (through February 20, 2025)	$222.86	$194.65	$197.23

February 2025	Page 16

 

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

 

The Common Stock of L3Harris Technologies, Inc. – Daily Closing Prices January 1, 2015 to February 20, 2025

February 2025	Page 17

 

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

 

Additional Information About the Trigger PLUS

February 2025	Page 18

 

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

 

February 2025	Page 19

 

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

 

February 2025	Page 20

 

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

 

February 2025	Page 21

 

 

Auto-Callable Trigger PLUSSM due February 25, 2027 $3,000,000 Based on the Common Stock of L3Harris Technologies, Inc. Principal at Risk Securities

 

 

 

February 2025	Page 22

 

 

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