UBS Announces Cash Tender Offers for Debt Securities

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ZURICH--(BUSINESS WIRE)-- Regulatory News:

UBS Group AG (the “Offeror”) (NYSE: UBS) (SWX:UBSN) announces today that it is commencing nine concurrent and separate offers (each, an “Offer” and collectively, the “Offers”) to purchase outstanding notes of the series listed in the tables below (collectively, the “Notes”) upon the terms and subject to the conditions set forth in the offer to purchase dated September 2, 2026 (the “Offer to Purchase”). References herein to “UBS” are references to UBS Group AG together with its consolidated subsidiaries. Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase. The following tables set forth the Notes and the key economic terms of the Offers:

Any and All Offers

Title of Security	CUSIP/ISIN	Par Call Date(1)	Maturity Date	Principal Amount Outstanding	Reference Security(1)	Fixed Spread (basis points)(1)	Bloomberg Reference Page
7.375 per cent. Fixed Rate Reset Senior Callable Notes due 2033	Reg S ISIN: CH1211713198	September 7, 2032	September 7, 2033	£750,000,000	4.25% UKT due 06/07/32	65 bps	FIT GLT0-10
6.442% Fixed Rate/Floating Rate Senior Callable Notes due 2028	144A: 225401AV0 / US225401AV01; Reg S: H3698DDN1 / USH3698DDN15	August 11, 2027	August 11, 2028	$697,112,000	3.75% UST due 08/15/27	50 bps	FIT3
4.282% Senior Notes due 2028	144A: 225401AC2 / US225401AC20; Reg S: H3698DAR5 / USH3698DAR55	January 9, 2027	January 9, 2028	$2,250,000,000	4.00% UST due 01/15/27	30 bps	FIT3

Maximum Purchase Offers

Acceptance Priority Level(2)	Title of Security	CUSIP/ISIN	Par Call Date(1)	Maturity Date	Principal Amount Outstanding	Reference Security(1)	Fixed Spread (basis points)(1)	Bloomberg Reference Page
1	9.016% Fixed Rate/Floating Rate Senior Callable Notes due 2033	144A: 225401BB3 / US225401BB38 Reg S: H3698DDW1 / USH3698DDW14	November 15, 2032	November 15, 2033	$834,235,000	4.375% UST due 08/31/31	70 bps	FIT1
2	6.537% Fixed Rate/Floating Rate Senior Callable Notes due 2033	144A: 225401AZ1 / US225401AZ15; Reg S: H3698DDS0 / USH3698DDS02	August 12, 2032	August 12, 2033	$758,727,000	4.375% UST due 08/31/31	70 bps	FIT1
3	7.750 per cent. Fixed Rate Reset Senior Callable Notes due 2029	Reg S ISIN: CH1214797172	March 1, 2028	March 1, 2029	€2,054,596,000	0.50% DBR due 02/15/28	30 bps	FIT GE1-3
4	3.869% Fixed Rate/Floating Rate Senior Notes due 2029	144A: 225401AF5 / US225401AF50; Reg S: H3698DBM5 / USH3698DBM59	January 12, 2028	January 12, 2029	$2,000,000,000	4.125% UST due 08/31/28	15 bps	FIT1
5	2.125 per cent. Fixed Rate Reset Senior Callable Notes due 2029	Reg S ISIN: CH1142754311	November 15, 2028	November 15, 2029	£450,000,000	1.625% UKT due 10/22/28	45 bps	FIT GLT0-10
6	4.194% Fixed Rate/Floating Rate Senior Callable Notes due 2031	144A: 225401AP3 / US225401AP33 Reg S: H3698DCW2 / USH3698DCW23	April 1, 2030	April 1, 2031	$3,000,000,000	4.375% UST due 08/31/31	40 bps	FIT1

(1) The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each £1,000, $1,000 or €1,000 principal amount of such series of Notes validly tendered for purchase will be based on the fixed spread specified in the applicable table above (the “Fixed Spread”) for such series of Notes, plus the yield of the reference security specified in the applicable table above (the “Reference Security”) for that series as quoted on the Bloomberg reference page specified in the applicable table above as of 10:00 a.m. (Eastern time) on September 10, 2026, unless extended with respect to the applicable Offer. For the GBP Notes, the sum of the yield of the Reference Security and the Fixed Spread will be annualized to match the coupon frequency of such Notes. The calculation of the applicable Total Consideration will be performed to the par call date. See “Description of the Offers—Determination of the Total Consideration” and Annex A to the Offer to Purchase for an overview of the calculation of the Total Consideration with respect to the Notes. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

(2) Subject to the satisfaction or waiver of the conditions of the Maximum Purchase Offers described in the Offer to Purchase, if the Maximum Purchase Condition is not satisfied with respect to every series of Maximum Purchase Notes, the Offeror will accept Maximum Purchase Notes for purchase in the order of their respective acceptance priority level specified in the table immediately above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 6 being the lowest Acceptance Priority Level). It is possible that a series of Maximum Purchase Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

The Notes were originally issued by Credit Suisse Group AG. On June 12, 2023, Credit Suisse Group AG merged into UBS Group AG and, by operation of law, UBS Group AG assumed Credit Suisse Group AG’s obligations as issuer under the terms and conditions applicable to each series of Notes. The Offers are made as part of UBS’s proactive management of its funding and total loss-absorbing capacity, among other factors, to optimize its interest expense. Independently of the Offers, UBS intends to continue issuing senior unsecured liabilities in all major currency markets and such issuances may or may not run concurrently with the Offers and may or may not follow in the near future.

The Offers are scheduled to expire at 5:00 p.m. (Eastern time) on September 10, 2026, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). Notes tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on September 10, 2026, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Withdrawal Date”), but not thereafter, unless extended by the Offeror as described in the Offer to Purchase. Each Offer is independent of the other Offers, and the Offeror may terminate or modify any Offer without terminating or modifying any other Offer. The deadlines set by any intermediary and the applicable Clearing System for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified above.

The Settlement Date for an Offer of any Notes validly tendered at or prior to the Expiration Date (and not validly withdrawn at or prior to the Withdrawal Date), and accepted for purchase by the Offeror, will be promptly after the Expiration Date. The Settlement Date is expected to be the second business day after the Expiration Date (expected to be September 14, 2026), unless extended with respect to any Offer.

In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date. The Accrued Coupon Payment in respect of Notes accepted for purchase will be calculated in accordance with the terms of such Notes. For the avoidance of doubt, interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers.

The Offeror’s obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including, for the Maximum Purchase Offers, (i) that the aggregate Total Consideration (converted into U.S. Dollars as described under “Description of the Offers – Determination of the Total Consideration” in the Offer to Purchase), excluding the Accrued Coupon Payment, payable for Maximum Purchase Notes purchased in the Maximum Purchase Offers not exceed $2,000,000,000 (the “Maximum Purchase Consideration”), and (ii) the Maximum Purchase Consideration being sufficient to pay the Total Consideration, excluding the Accrued Coupon Payment, for all validly tendered Maximum Purchase Notes of such series (after accounting for all validly tendered Maximum Purchase Notes of all series that have a higher Acceptance Priority Level) (the “Maximum Purchase Condition”). Assuming all outstanding Any and All Notes are tendered and accepted for purchase, the aggregate Total Consideration in the Tender Offers is expected to be around $6,000,000,000. The Offers are not conditioned on the tender of a minimum principal amount of Notes, and the Offers are not subject to a financing condition.

Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, the Offeror will (i) accept for purchase all Any and All Notes validly tendered and not validly withdrawn and (ii) in accordance with the Acceptance Priority Levels, accept for purchase all Maximum Purchase Notes validly tendered and not validly withdrawn, so long as (1) the Total Consideration, excluding the Accrued Coupon Payment, for all validly tendered and not validly withdrawn Maximum Purchase Notes of such series, plus (2) the aggregate Total Consideration, excluding the Accrued Coupon Payment, for all validly tendered and not validly withdrawn Maximum Purchase Notes of all series having a higher Acceptance Priority Level than such series of Maximum Purchase Notes is equal to, or less than, the Maximum Purchase Consideration; provided, however, that the Offeror reserves the right, but is under no obligation, to (x) waive the Maximum Purchase Condition with respect to one or more Maximum Purchase Offers and accept all Maximum Purchase Notes of the series sought in such Maximum Purchase Offer, and of any series of Maximum Purchase Notes sought in Maximum Purchase Offers with a higher Acceptance Priority Level, validly tendered and not validly withdrawn, or (y) skip any Maximum Purchase Offer for Maximum Purchase Notes that would have caused the Maximum Purchase Consideration to be exceeded and purchase all Maximum Purchase Notes of a given series in a Maximum Purchase Offer having a lower Acceptance Priority Level so long as the Offeror is able to purchase the full amount of validly tendered and not validly withdrawn Maximum Purchase Notes in such Maximum Purchase Offer without exceeding the Maximum Purchase Consideration.

The Offeror reserves the right, but is under no obligation, to increase the Maximum Purchase Consideration or waive the Maximum Purchase Condition, in its sole discretion, subject to applicable law, with or without extending the Withdrawal Date for the Maximum Purchase Offers. No assurance can be given that the Offeror will increase the Maximum Purchase Consideration or waive the Maximum Purchase Condition. If Holders tender more Maximum Purchase Notes in the Maximum Purchase Offers than they expect to be accepted for purchase based on the Maximum Purchase Consideration and the Offeror subsequently accepts more of such Maximum Purchase Notes tendered than such Holders expected as a result of an increase in the Maximum Purchase Consideration, such Holders may not be able to withdraw any of their previously tendered Maximum Purchase Notes.

It is possible that a Maximum Purchase Offer with a particular Acceptance Priority Level will result in the Maximum Purchase Consideration being exceeded and therefore the series of Maximum Purchase Notes sought in such Maximum Purchase Offer will not be accepted for purchase even if one or more series of Maximum Purchase Notes with a higher or lower Acceptance Priority Level are accepted for purchase. None of the Offers is conditioned on the consummation of any of the other Offers.

If a given series of Notes is accepted for purchase pursuant to the Offers, all Notes of that series that are validly tendered will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Offers.

Holders should not tender any Notes that they do not wish to be accepted for purchase.

A complete description of the terms and conditions of the Offers is set out in the Offer to Purchase. Before making a decision with respect to the Offers, Holders should carefully consider all of the information in the Offer to Purchase.

The Offeror has retained UBS Investment Bank as Dealer Manager for the Offers. D.F. King & Co., Inc. is the Information Agent for the Offers and the Tender Agent for the USD Offers. UBS AG is the Tender Agent for the Non-USD Offers. Questions regarding the terms of the Offers may be directed to UBS Investment Bank at (833) 690-0971 (toll-free), (212) 882-5721 (collect) or +44 20 7568 1121 and by email at [email protected] or [email protected]. Any questions regarding procedures for tendering Notes or requests for additional copies of the Offer to Purchase should be directed to D.F. King & Co., Inc. by telephone at (646) 828-2560 (for banks and brokers only) and (866) 796-7186 (for all others toll-free) or +44 (0)20 7920 9700 and by email at [email protected]. Copies of the Offer to Purchase are available at https://clients.dfkingltd.com/UBS/.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, an Offer before the deadlines specified in the Offer to Purchase. The deadlines set by any such intermediary and the applicable Clearing System for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified above.

Disclaimer

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers are made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase. None of the Offeror, the Dealer Manager, any fiscal agent or any paying agent, as applicable, the Tender Agents or the Information Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Offers, or any recommendation as to whether Holders should tender their Notes for purchase pursuant to the Offers.

In making a decision regarding the Offers, Holders must rely on their own examination of the Offeror and the terms of the Offers, including the merits and risks involved. Holders should not consider any information in the Offer to Purchase to be legal, business or tax advice. Holders should consult their own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of an acceptance of the Offers. This release may contain statements that constitute “forward-looking statements,” within the meaning of applicable securities laws. While these forward-looking statements represent UBS’s judgments and future expectations concerning the development of UBS, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from UBS’s expectations. For a discussion of the risks and uncertainties that may affect UBS, please refer to the “Risk Factors” and other sections of UBS Group AG’s most recent Annual Report on Form 20-F, quarterly reports and other information furnished to or filed with the U.S. Securities and Exchange Commission on Form 6-K. UBS is not under any obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.