The information in this preliminary pricing supplement is not complete and may be changed. We may not sell these securities until the pricing supplement, the accompanying product supplement and the accompanying prospectus (collectively, the "Offering Documents") are delivered in final form. The Offering Documents are not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. |
Subject to Completion |
|
January 2022
Preliminary Pricing Supplement
Dated January 19, 2022
Registration Statement No. 333-253432
Filed pursuant to Rule 424(b)(2)
(To Prospectus dated February 24, 2021
and Product Supplement dated February 24, 2021) |
Structured Investments
Opportunities in U.S. Equities
$• Contingent
Income Auto-Callable Securities due on or about January 31, 2025
Based on the Performance of the Class A Common Stock of Alphabet
Inc.
Contingent Income Auto-Callable Securities
(the “securities”) offer the opportunity for investors to earn a contingent payment with respect to each determination date
on which the closing price of the underlying equity is equal to or greater than 80.00% of the initial price, which we refer to as the
downside threshold level. In addition, if the closing price of the underlying equity is equal to or greater than the call threshold level
on any determination date (other than the final determination date), the securities will be redeemed early for an amount per security
equal to the stated principal amount plus the applicable contingent payment. However, if on any determination date (other than the final
determination date) the closing price of the underlying equity is less than the call threshold level, the securities will not be redeemed
early and if that closing price is less than the downside threshold level, you will not receive any contingent payment for that period.
As a result, investors must be willing to accept the risk of not receiving any contingent payments. Furthermore, UBS has elected to deliver
cash in lieu of shares and investors will receive less than the stated principal amount, if anything, if the securities are not redeemed
early and the closing price of the underlying equity is less than the downside threshold level on the final determination date. In this
case, you will be exposed to the decline in the closing price of the underlying equity over the term of the securities and, in extreme
situations, you could lose all of your initial investment. Accordingly, the securities do not guarantee any return of principal at
maturity. Investors will not participate in any appreciation of the underlying equity and must be willing to accept the risk of not receiving
any contingent payments over the term of the securities. The securities are unsubordinated, unsecured debt obligations issued by UBS AG,
and all payments on the securities are subject to the credit risk of UBS AG.
SUMMARY TERMS |
|
Issuer: |
UBS AG London Branch |
Underlying equity: |
Class A Common Stock of Alphabet Inc. (Bloomberg Ticker: “GOOGL UW”) |
Aggregate principal amount: |
$• |
Stated principal amount: |
$10.00 per security |
Issue price: |
$10.00 per security (see “Commissions and issue price” below) |
Pricing date: |
Expected to be January 28, 2022 |
Original issue date: |
Expected to be February 2, 2022 (3 business days after the pricing date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days (T+2), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities in the secondary market on any date prior to two business days before delivery of the securities will be required, by virtue of the fact that each security initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade. |
Maturity date: |
Expected to be January 31, 2025, subject to postponement for certain market disruption events and as described under “General Terms of the Securities — Market Disruption Events” and “— Payment Dates — Maturity Date” in the accompanying product supplement. |
Early redemption: |
If, on any determination date (other than the final determination date), the closing price of the underlying equity is equal to or greater than the call threshold level, the securities will be redeemed early and we will pay the early redemption amount on the first contingent payment date immediately following the related determination date. |
Early redemption amount: |
The early redemption amount will be an amount equal to (i) the stated principal amount plus (ii) the contingent payment with respect to the related determination date. |
Contingent payment: |
§ |
If, on any determination date, the closing price or the final price is equal to or greater than the downside threshold level, we will pay a contingent payment of $0.23 (equivalent to 9.20% per annum of the stated principal amount) per security on the related contingent payment date. |
|
§ |
If, on any determination date, the closing price or the final price is less than the downside threshold level, no contingent payment will be made with respect to that determination date. |
Determination dates: |
Expected to be April 28, 2022, July 28, 2022, October 28, 2022, January 30, 2023, April 28, 2023, July 28, 2023, October 30, 2023, January 29, 2024, April 29, 2024, July 29, 2024, October 28, 2024 and January 28, 2025, subject to postponement for non-trading days and certain market disruption events (as described under “General Terms of the Securities — Valuation Dates”, “— Final Valuation Date” and “— Market Disruption Events” in the accompanying product supplement). We also refer to January 28, 2025 as the final determination date. In the event that we make any change to the expected pricing date and original issue date, the calculation agent may adjust the determination dates, as well as the final determination date and maturity date to ensure that the stated term of the securities remains the same. References in the accompanying product supplement to one or more “valuation dates” shall mean the determination dates for purposes of the market disruption event provisions in the accompanying product supplement. |
Contingent payment dates: |
With respect to each determination date other than the final determination date, the third business day after the related determination date. The payment of the contingent payment, if any, with respect to the final determination date will be made on the maturity date. |
Payment at maturity: |
§ |
If the final price is
equal to or greater than the downside threshold
level: |
(i) the stated principal amount plus (ii) the contingent payment with respect to the final determination date |
|
§ |
If the final price is less than the downside threshold level: |
the cash value |
|
UBS has elected to deliver to you cash in lieu of shares, and your payment at maturity for each security will be the cash value. If the final price is less than the downside threshold level, investors will lose a significant portion and may lose all of their initial investment. |
Exchange ratio: |
The quotient of the stated principal amount divided by the initial price. |
Cash value: |
The exchange ratio multiplied by the final price. |
Call threshold level: |
$•, which is equal to 100.00% of the initial price (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” and “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” in the accompanying product supplement). |
Downside threshold level: |
$•, which is equal to 80.00% of the initial price (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” and “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” in the accompanying product supplement). |
Initial price: |
$•, which is equal to the closing price of the underlying equity on the pricing date (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” and “— Reorganization Events for Securities Linked to an Underlying Equity or Equity Basket Asset” in the accompanying product supplement). |
Final price: |
The closing price of the underlying equity on the final determination date. |
CUSIP / ISIN: |
90285D793 / US90285D7930 |
Listing: |
The securities will not be listed or displayed on any securities exchange or any electronic communications network. |
Calculation Agent: |
UBS Securities LLC |
Commissions and issue price: |
|
Price to Public(1) |
Fees and Commissions(1) |
Proceeds to Issuer |
Per security |
|
100.00% |
2.00%(a) |
97.50% |
|
|
|
+ 0.50%(b) |
|
|
|
|
2.50% |
|
Total |
|
$• |
$• |
$• |
|
|
|
|
|
|
|
(1) |
UBS Securities LLC will purchase from UBS AG the securities at the price to public less a fee of $0.25 per $10.00 stated principal amount of securities. UBS Securities LLC will agree to resell all of the securities to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”) at an underwriting discount which reflects: |
|
(a) |
a fixed sales commission of $0.20 per $10.00 stated principal amount of securities that Morgan Stanley Wealth Management sells and |
|
(b) |
a fixed structuring fee of $0.05 per $10.00 stated principal amount of securities that Morgan Stanley Wealth Management sells, |
|
each payable to Morgan Stanley Wealth Management. See “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any)”. |
The estimated initial value of the securities
as of the pricing date is expected to be between $9.388 and $9.688. The range of the estimated initial value of the securities was determined
on the date hereof by reference to UBS’ internal pricing models, inclusive of the internal funding rate. For more information about
secondary market offers and the estimated initial value of the securities, see “Risk Factors — Estimated Value Considerations”
and “— Risks Relating to Liquidity and Secondary Market Price Considerations” beginning on page 11 of this document.
The securities involve risks not associated
with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10.
Neither the Securities and Exchange Commission
nor any other regulatory body has approved or disapproved of these securities 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 securities 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.
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
Additional Information about UBS and the Securities
UBS AG (“UBS”) has filed a registration
statement (including a prospectus as supplemented by a product supplement) with the Securities and Exchange Commission (the “SEC”)
for the securities to which this document relates. You should read these documents and any other documents relating to 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:
References to “UBS,” “we,”
“our” and “us” refer only to UBS AG and not to its consolidated subsidiaries. In this document, the “securities”
refers to the Contingent Income Auto-Callable Securities that are offered hereby. Also, references to the “accompanying prospectus”
mean the UBS prospectus titled “Debt Securities and Warrants,” dated February 24, 2021, and references to the “accompanying
product supplement” mean the UBS product supplement titled “Market-Linked Securities Product Supplement”, dated February
24, 2021.
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 securities 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 the document.
UBS reserves the right to change the terms of,
or reject any offer to purchase, the securities prior to their issuance. In the event of any changes to the terms of the securities, UBS
will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes
in which case UBS may reject your offer to purchase.
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.
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
Investment Summary
The Contingent Income Auto-Callable Securities
due on or about January 31, 2025 based on the performance of the class A common stock of Alphabet Inc., which we refer to as the securities,
provide an opportunity for investors to earn a contingent payment, which is an amount equal to $0.23 (equivalent to 9.20% per annum of
the stated principal amount) per security, with respect to each determination date on which the closing price or the final price, as applicable,
is equal to or greater than 80.00% of the initial price, which we refer to as the downside threshold level. The contingent payment, if
any, will be payable on the relevant contingent payment date, which is the third business day after the related determination date, except
that the contingent payment date for the final determination date will be the maturity date. It is possible that the closing price
of the underlying equity could remain less than the downside threshold level for extended periods of time or even throughout the term
of the securities so that you may receive few or no contingent payments.
If the closing price is equal to or greater than
the call threshold level on any of the determination dates other than the final determination date, the securities will be automatically
redeemed for an early redemption amount equal to (i) the stated principal amount plus (ii) the contingent payment otherwise payable with
respect to the related determination date. If the securities have not previously been redeemed early and the final price is equal to or
greater than the downside threshold level, the payment at maturity will also be the sum of (i) the stated principal amount and (ii) the
contingent payment otherwise payable with respect to the final determination date. If, however, the securities are not redeemed early
and the final price is less than the downside threshold level, investors will be exposed to the decline in the closing price of the underlying
equity, as compared to the initial price, on a 1 to 1 basis and investors will be entitled to receive the cash value, which will be equal
to the exchange ratio multiplied by the final price. The cash value on the final determination date will be less than 80.00% of the stated
principal amount of the securities and could be zero. Investors in the securities must be willing to accept the risk of losing a significant
portion and, in extreme situations, all of their initial investment and also the risk of not receiving any contingent payments. In addition,
investors will not participate in any appreciation of the underlying equity.
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
Key Investment Rationale
The securities offer the opportunity for investors
to earn a contingent payment equal to $0.23 (equivalent to 9.20% per annum of the stated principal amount) per security, with respect
to each determination date on which the closing price or the final price is equal to or greater than 80.00% of the initial price, which
we refer to as the downside threshold level. The securities may be redeemed early for an early redemption amount equal to (i) the stated
principal amount per security plus (ii) the applicable contingent payment and the payment at maturity will vary depending on the final
price, as follows:
Scenario 1 |
|
On any determination date other than the final determination date, the closing price is equal to or greater than the call threshold level. |
|
|
§ |
The securities will be automatically redeemed early for an early redemption amount equal to (i) the stated principal amount plus (ii) the contingent payment with respect to the related determination date. |
§ |
Investors will not participate in any appreciation of the underlying equity from the initial price. |
|
|
|
Scenario 2 |
|
The securities are not automatically redeemed early and the final price is equal to or greater than the downside threshold level. |
|
|
§ |
The payment due at maturity will be (i) the stated principal amount plus (ii) the contingent payment with respect to the final determination date. |
§ |
Investors will not participate in any appreciation of the underlying equity from the initial price. |
|
|
|
Scenario 3 |
|
The securities are not automatically redeemed early and the final price is less than the downside threshold level. |
|
|
§ |
The payment due at maturity will be the cash value. |
§ |
Investors will lose a significant portion and may lose all of their initial investment in this scenario. |
Investing in the securities involves significant
risks. You may lose a significant portion and, in extreme situations all of your initial investment. Any payment on the securities, including
any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its payment obligations, you may not
receive any amounts owed to you under the securities and you could lose all of your initial investment.
The securities will not pay a contingent
payment on a contingent payment date (including the maturity date) if the closing price is less than the downside threshold level on the
related determination date. The securities will not be subject to an early redemption if the closing price is less than the call threshold
level on a determination date. If the securities are not redeemed early, you will lose a significant portion and, in extreme situations,
all of your initial investment at maturity if the final price is less than the downside threshold level.
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
Investor Suitability
The securities may be suitable for you if:
| § | You fully understand the risks of an investment in the securities, including the risk of loss of all of
your initial investment. |
| § | You can tolerate a loss of a significant portion or all of your initial investment and are willing to
make an investment that may have the same downside market risk as an investment in the underlying equity. |
| § | You believe that the closing price of the underlying equity will be equal to or greater than the downside
threshold level on the specified determination dates (including the final determination date). |
| § | You understand and accept that you will not participate in any appreciation in the price of the underlying
equity and that any potential positive return is limited to the contingent payments specified herein. |
| § | You can tolerate fluctuations in the price of the securities prior to maturity that may be similar to
or exceed the downside price fluctuations of the underlying equity. |
| § | You are willing to invest in the securities based on the contingent payment, the downside threshold level
and the call threshold level specified on the cover hereof. |
| § | You are willing to forgo any dividends paid on the underlying equity and you do not seek guaranteed current
income from this investment. |
| § | You are willing to invest in securities that may be redeemed prior to the maturity date and you are otherwise
willing to hold such securities to maturity, a term of approximately 36 months, and accept that there may be little or no secondary market. |
| § | You are willing to assume the credit risk of UBS for all payments under the securities, and understand
that if UBS defaults on its obligations you may not receive any amounts due to you including any repayment of principal. |
| § | You understand that the estimated initial value of the securities 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 securities, the price
(not including their customary bid-ask spreads) will temporarily exceed the internal pricing model price. |
The securities may not be suitable for you
if:
| § | You do not fully understand the risks of an investment in the securities, including the risk of loss of
all of your initial investment. |
| § | You require an investment designed to provide a full return of principal at maturity. |
| § | You cannot tolerate a loss of a significant portion or all of your initial investment, or you are not
willing to make an investment that may have the same downside market risk as an investment in the underlying equity. |
| § | You believe that the price of the underlying equity will decline during the term of the securities and
is likely to be less than the downside threshold level on the determination dates (including the final determination date). |
| § | You seek an investment that participates in the full appreciation in the price of the underlying equity
or that has unlimited return potential. |
| § | You cannot tolerate fluctuations in the price of the securities prior to maturity that may be similar
to or exceed the downside price fluctuations of the underlying equity. |
| § | You are unwilling to invest in the securities based on the contingent payment, the downside threshold
level or the call threshold level specified on the cover hereof. |
| § | You prefer to receive any dividends paid on the underlying equity or you seek guaranteed current income
from this investment. |
| § | You are unable or unwilling to hold securities that may be redeemed prior to the maturity date, or you
are otherwise unable or unwilling to hold such securities to maturity, a term of approximately 36 months, or you 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 under the securities, including
any repayment of principal. |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
How the Securities Work
The following diagrams illustrate the potential outcomes for the securities
depending on (1) the closing price and (2) the final price.
Diagram #1: Determination Dates Other Than the Final
Determination Date
Diagram #2: Payment at Maturity if No Early Redemption
Occurs
For more information about the payout upon an early redemption or
at maturity in different hypothetical scenarios, see “Hypothetical Examples” beginning on the following page.
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
Hypothetical Examples
The below examples are based on the following
terms and are purely hypothetical (the actual terms of your security will be determined on the pricing date and will be specified in the
final pricing supplement; amounts may have been rounded for ease of analysis):
Hypothetical Initial Price: |
$2,720.00 |
Hypothetical Call Threshold Level: |
$2,720.00, which is equal to 100.00% of the hypothetical initial price |
Hypothetical Downside Threshold Level: |
$2,176.00, which is 80.00% of the hypothetical initial price |
Hypothetical Exchange Ratio*: |
The quotient of the stated principal amount divided by the hypothetical initial price |
Hypothetical Contingent Payment: |
$0.23 (equivalent to 9.20% per annum of the stated principal amount) per security |
Stated Principal Amount: |
$10.00 per security |
| * | UBS has elected to pay the cash value if the final price is less than the downside threshold level. |
In Examples 1 and 2 the closing price of the underlying
equity fluctuates over the term of the securities and the closing price of the underlying equity is equal to or greater than the hypothetical
call threshold level of $2,720.00 on one of the determination dates (other than the final determination date). Because the closing price
is equal to or greater than the call threshold level on one of the determination dates (other than the final determination date), the
securities are redeemed early following the relevant determination date. In Examples 3 and 4, the closing price on each of the determination
dates (other than the final determination date) is less than the call threshold level, and, consequently, the securities are not redeemed
early, and remain outstanding until maturity.
|
Example 1 |
Example 2 |
Determination
Dates |
Hypothetical
Closing Price |
Contingent
Payment |
Early
Redemption Amount* |
Hypothetical
Closing Price |
Contingent
Payment |
Early
Redemption
Amount |
#1 |
$2,856.00 |
—* |
$10.23 |
$2,394.00 |
$0.23 |
N/A |
#2 |
N/A |
N/A |
N/A |
$2,067.20 |
$0.00 |
N/A |
#3 |
N/A |
N/A |
N/A |
$3,264.00 |
—* |
$10.23 |
#4 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
#5 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
#6 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
#7 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
#8 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
#9 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
#10 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
#11 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Final
Determination
Date |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Payment at
Maturity |
N/A |
N/A |
| * | The early redemption amount includes the unpaid contingent payment with respect to the determination date
on which the closing price is equal to or greater than the call threshold level and the securities are redeemed early as a result. |
| ▪ |
In Example 1, the securities are redeemed early following the first determination date as the closing price on the first
determination date is equal to or greater than the call threshold level. You receive the early redemption amount, calculated as follows: |
Stated Principal Amount + Contingent Payment = $10.00
+ $0.23 = $10.23
In this example, the early redemption feature
limits the term of your investment to approximately 3 months and you may not be able to reinvest at comparable terms or returns. If the
securities are redeemed early, you will stop receiving contingent payments. Your total return per security in this example is $10.23 (a
2.30% total return on the securities).
| ▪ |
In Example 2, the securities are redeemed early following the third determination date as the closing price on the third
determination date is equal to or greater than the call threshold level. As the closing price on the first determination date is equal
to or greater than the downside threshold level, you receive the contingent payment of $0.23 with respect to such determination |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
| |
date. Following the third determination date, you receive an early redemption amount of $10.23, which includes the contingent payment
with respect to the third determination date. |
In this example, the early redemption feature
limits the term of your investment to approximately 9 months and you may not be able to reinvest at comparable terms or returns. If the
securities are redeemed early, you will stop receiving contingent payments. Further, although the underlying equity has appreciated by
20% from its initial price on the third determination date, you only receive $10.23 per security and do not benefit from such appreciation.
When added to the contingent payment of $0.23 received in respect of the prior determination dates, UBS will have paid you a total of
$10.46 per security for a 4.60% total return on the securities.
|
Example 3 |
Example 4 |
Determination
Dates |
Hypothetical
Closing Price |
Contingent
Payment |
Early
Redemption
Amount |
Hypothetical
Closing Price |
Contingent
Payment |
Early
Redemption
Amount |
#1 |
$1,740.80 |
$0.00 |
N/A |
$1,523.20 |
$0.00 |
N/A |
#2 |
$1,813.33 |
$0.00 |
N/A |
$1,595.73 |
$0.00 |
N/A |
#3 |
$2,103.47 |
$0.00 |
N/A |
$2,103.47 |
$0.00 |
N/A |
#4 |
$1,632.00 |
$0.00 |
N/A |
$1,740.80 |
$0.00 |
N/A |
#5 |
$1,885.87 |
$0.00 |
N/A |
$1,958.40 |
$0.00 |
N/A |
#6 |
$2,030.93 |
$0.00 |
N/A |
$2,030.93 |
$0.00 |
N/A |
#7 |
$1,740.80 |
$0.00 |
N/A |
$1,798.83 |
$0.00 |
N/A |
#8 |
$1,595.73 |
$0.00 |
N/A |
$1,885.87 |
$0.00 |
N/A |
#9 |
$1,581.23 |
$0.00 |
N/A |
$1,668.27 |
$0.00 |
N/A |
#10 |
$1,958.40 |
$0.00 |
N/A |
$1,740.80 |
$0.00 |
N/A |
#11 |
$2,088.96 |
$0.00 |
N/A |
$2,030.93 |
$0.00 |
N/A |
Final
Determination
Date |
$1,088.00 |
—* |
N/A |
$2,448.00 |
—* |
N/A |
Payment at
Maturity |
$4.00 |
$10.23 |
| * | The final contingent payment, if any, will be paid at maturity. |
Examples 3 and 4 illustrate the payment at maturity
per security based on the final price.
| ▪ |
In Example 3, the closing price of the underlying equity remains less than the downside threshold level throughout the term
of the securities. As a result, you do not receive any contingent payments during the term of the securities and, at maturity, you are
fully exposed to the decline in the closing price of the underlying equity. As the final price is less than the downside threshold level,
investors will receive the cash value at maturity, calculated as follows: |
Cash Value = Exchange Ratio x Final Price
$4.00 = ($10.00 / $2,720.00) x $1,088.00
In this example, your payment at maturity is significantly less
than the stated principal amount. Your total return per security in this example is $4.00 (a 60.00% loss on the securities).
| ▪ |
In Example 4, the closing price of the underlying equity is less than the downside threshold on each determination date
prior to the final determination date and, as a result, you do not receive any contingent payments during the term of the securities.
On the final determination date, the closing price of the underlying equity decreases from the initial price to the final price. Although
the final price is less than the initial price, because the final price is equal to or greater than the downside threshold level, you
receive the stated principal amount plus a contingent payment with respect to the final determination date. Your payment at maturity is
calculated as follows: |
$10.00 + $0.23 = $10.23
In this example, although the final price represents a 10.00%
decline from the initial price, you receive the stated principal amount per security plus the contingent payment, equal to a total payment
of $10.23 per security at maturity. Your total return per security in this example is $10.23 (a 2.30% total return on the securities).
Investing in the securities involves significant
risks. The securities differ from ordinary debt securities in that UBS is not necessarily obligated to repay the full amount of your initial
investment. If the securities are not redeemed early, you may lose
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
a significant portion or all of your initial
investment. Specifically, if the securities are not redeemed early and the final price is less than the downside threshold level, UBS
has elected to deliver to you the cash value, which will be worth significantly less than your stated principal amount resulting in a
loss of a significant portion or all of your initial investment.
The securities will not pay a contingent payment
if the closing price is less than the downside threshold level on any determination date. The securities will not be subject to an early
redemption if the closing price is less than the call threshold level on any determination date.
Any payment to be made on the securities,
including any repayment of principal, depends on the ability of UBS to satisfy its obligations as they come due. 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.
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
Risk Factors
The following is a non-exhaustive list of certain
key risk factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled
“Risk Factors” in the accompanying product supplement. We urge you to consult your investment, legal, tax, accounting and
other advisors concerning an investment in the securities.
Risks Relating to Return Characteristics
| § | The securities do not guarantee the return of any principal and your investment in the securities may
result in a loss. The terms of the securities differ from those of ordinary debt securities in that the securities do not guarantee
the payment of regular interest or the return of any of the stated principal amount at maturity. Instead, if the securities have not been
redeemed early and if the final price is less than the downside threshold level, you will be exposed to the decline in the closing price
of the underlying equity, as compared to the initial price, on a 1 to 1 basis and you will receive for each security that you hold at
maturity the cash value, which is equal to the exchange ratio multiplied by the final price. The cash value of those shares on the final
determination date will be less than 80.00% of the stated principal amount and could be zero. |
| § | The contingent payment, if any, is based solely on the closing prices of the underlying equity on the
specified determination dates. Whether the contingent payment will be made with respect to a determination date will be based on the
closing price or the final price, as applicable, of the underlying equity on such date. As a result, you will not know whether you will
receive the contingent payment until the related determination date. Moreover, because the contingent payment is based solely on the closing
price on a specific determination date or the final price, if that closing price or final price is less than the downside threshold level,
you will not receive any contingent payment with respect to that determination date, even if the closing price of the underlying equity
was higher on other days during the term of the securities. |
| § | You will not receive any contingent payment for any period where the closing price of the underlying
equity on the determination date is less than the downside threshold level. A contingent payment will be made with respect to a period
only if the closing price is equal to or greater than the downside threshold level. If the closing price remains less than the downside
threshold level on each determination date over the term of the securities, you will not receive any contingent payment. |
| § | Higher contingent payments are generally associated with a greater risk of loss. Greater expected
volatility with respect to the underlying equity reflects a higher expectation as of the pricing date that the closing price of such stock
may be less than the downside threshold level on the final determination date of the securities. This greater expected risk will generally
be reflected in a higher contingent payment rate for that security. “Volatility” refers to the frequency and magnitude of
changes in the price of the underlying equity. However, while the contingent payment rate is set on the pricing date, a stock’s
volatility can change significantly over the term of the securities. The closing price of the underlying equity for your securities could
fall sharply, which could result in the loss of all or a substantial portion of your initial investment. |
| § | Early redemption risk. The term of your investment in the securities may be limited to as short
as approximately 3 months by the early redemption feature of the securities. If the securities are redeemed early, you will receive no
more contingent 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 securities at a comparable return for a similar level of risk. |
| § | Investors will not participate in any appreciation in the closing price of the underlying equity and
will not have the same rights as holders of the underlying equity. Investors will not participate in any appreciation in the closing
price of the underlying equity from the initial price, and the return on the securities will be limited to the contingent payment that
is paid with respect to each determination date on which the closing price or the final price is equal to or greater than the downside
threshold level. It is possible that the closing price of the underlying equity could be less than the downside threshold level on most
or all of the determination dates so that you will receive few or no contingent payments. If you do not earn sufficient contingent payments
over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional
debt security of the issuer of comparable maturity. Investors in the securities will not have voting rights or rights to receive dividends
or other distributions or any other rights with respect to the underlying equity. |
Risks Relating to Characteristics of the
Underlying Equity
| § | Single equity risk. 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. Recently, the coronavirus infection has caused volatility in the global financial markets and a slowdown in the
global economy. Coronavirus or any other communicable disease or infection may adversely affect the underlying equity issuer and, therefore,
the underlying equity. You, as an investor in the securities, should make your own investigation into the underlying equity issuer and
the underlying equity for your securities. 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.
|
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
| § | There can be no assurance that the investment view implicit in the securities will be successful.
It is impossible to predict whether the closing price of the underlying equity will rise or fall. The closing price of the underlying
equity will be influenced by complex and interrelated political, economic, financial and other factors that affect the underlying equity.
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 securities 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 securities. 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 securities will exceed their estimated initial value. The issue
price you pay for the securities will exceed 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 will determine the estimated initial value of the securities by reference to our internal pricing models and the
estimated initial value of the securities will be set forth in the applicable pricing supplement. The pricing models used to determine
the estimated initial value of the securities incorporate certain variables, including the price, volatility and any dividends paid on
the underlying equity, prevailing interest rates, the term of the securities 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
securities to you. Due to these factors, the estimated initial value of the securities as of the pricing date will be less than the issue
price you pay for the securities. |
| § | The estimated initial value is a theoretical price and the actual price that you may be able to sell
your securities in any secondary market (if any) at any time after the pricing date may differ from the estimated initial value. The
value of your securities 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 securities in the secondary market, the actual value you would receive may
differ, perhaps materially, from the estimated initial value of the securities determined by reference to our internal pricing models.
The estimated initial value of the securities does not represent a minimum or maximum price at which we or any of our affiliates would
be willing to purchase your securities 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 securities as of the pricing date. We may determine the economic terms of the securities, 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 securities cannot
be determined as of the pricing date and any such differential between the estimated initial value and the issue price of the securities
as of the pricing date does not reflect our actual profits. Ultimately, our actual profits will be known only at the maturity of the securities. |
Risks Relating to Liquidity and Secondary
Market Price Considerations
| § | There may be little or no secondary market for the securities. The securities 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 securities and may stop making a market at any time. If you are able to sell your securities 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 securities
will develop. The estimated initial value of the securities does not represent a minimum or maximum price at which we or any of our affiliates
would be willing to purchase your securities in any secondary market at any time. |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
| § | The price at which UBS Securities LLC and its affiliates may offer to buy the securities in the secondary
market (if any) may be greater than UBS’ valuation of the securities 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 securities, UBS Securities LLC or its affiliates may offer
to buy or sell such securities at a price that exceeds (i) our valuation of the securities 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 securities 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 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
information regarding plan of distribution (conflicts of interest); secondary markets (if any).” Thereafter, if UBS Securities LLC
or an affiliate makes secondary markets in the securities, 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 securities. As described
above, UBS Securities LLC and its affiliates are not required to make a market for the securities 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 securities prior to maturity. The market price of the securities 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 securities; 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 securities. |
| § | 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 securities in any secondary market. |
Risks Relating to Hedging Activities and
Conflicts of Interest
| § | Potential conflicts of interest. We and our affiliates may engage in business related to the underlying
equity, which may present a conflict between our obligations as issuer and you, as a holder of the securities. There are also potential
conflicts of interest between you and the calculation agent, which will be an affiliate of UBS. The calculation agent will determine the
initial price and the final price and whether the closing price of the underlying equity on any determination date is equal to or greater
than the call threshold level (other than on the final determination date) or is less than the downside threshold level. Determinations
made by the calculation agent, including with respect to the occurrence or non-occurrence of market disruption events, may affect the
payout to you at maturity or whether the securities are redeemed early. As UBS determines the economic terms of the securities, including
the contingent payment, call threshold level and downside threshold level, and such terms include the underwriting discount, hedging costs,
issuance and other costs and projected profits, the securities 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. Furthermore, given that UBS Securities LLC and its affiliates temporarily maintain a market
making premium, it may have the effect of discouraging UBS Securities LLC and its affiliates from recommending sale of your securities
in the secondary market. |
| | 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
securities, 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 securities. If the dealer or any of its affiliates conduct hedging activities for us or our affiliate in connection
with the securities and earns profits in connection with such hedging activities, such profit will be in addition to the underwriting
compensation it receives for the sale of the securities 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 securities 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 securities. The hedging or trading activities of the issuer’s affiliates and of
any other hedging counterparty with respect to the securities on or prior to the pricing date and prior to maturity could adversely affect
the value of, and any amounts payable on, the securities. These hedging or trading activities on or prior to the pricing date could potentially
affect the initial price and, as a result, the downside threshold level. Additionally, these hedging or trading activities during the
term of the securities could potentially affect the price of the underlying equity on the determination dates and, accordingly, whether
the securities are redeemed early and, if the securities are not called prior to maturity, the payout to you at maturity. It is possible
that these hedging or trading activities could result in substantial returns for us or our affiliates while the value of the securities
declines. |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
| § | 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 any determination
date or on the final determination date and, therefore, the market value of the securities and any payout to you of any contingent payments
or at maturity. |
| § | The antidilution protection of the underlying equity is limited and may be discretionary. The calculation
agent may make adjustments to the initial price, exchange ratio, downside threshold level, call threshold level, and/or final price or
any other term of the securities, for certain corporate 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 on, the securities 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 to account for any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider
your interests as a holder of the securities in making these determinations. |
Risks Relating to General Credit Characteristics
| § | The securities are subject to the credit risk of UBS AG, and any actual or anticipated changes to our
credit ratings or credit spreads may adversely affect the market value of the securities. Investors are dependent on UBS AG’s
ability to pay all amounts due on the securities, and therefore investors are subject to our credit risk and to changes in the market’s
view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the
market for taking our credit risk is likely to affect adversely the market value of the securities. If we were to default on our payment
obligations, you may not receive any amounts owed to you under the securities and you could lose a significant portion or all of your
initial investment. |
| § | The securities are not bank deposits. An investment in the securities carries risks which are very
different from the risk profile of a bank deposit placed with UBS or its affiliates. The securities have different yield and/or return,
liquidity and risk profiles and would not benefit from any protection provided to deposits. |
| § | If UBS experiences financial difficulties, FINMA has the power to open restructuring or liquidation
proceedings in respect of, and/or impose protective measures in relation to, UBS, which proceedings or measures may have a material adverse
effect on the terms and market value of the securities and/or the ability of UBS to make payments thereunder. The Swiss Financial
Market Supervisory Authority (“FINMA”) has broad statutory powers to take measures and actions in relation to UBS if (i) it
concludes that there is justified concern that UBS is over-indebted or has serious liquidity problems or (ii) UBS fails to fulfill the
applicable capital adequacy requirements (whether on a standalone or consolidated basis) after expiry of a deadline set by FINMA. 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. The resolution regime of the Swiss Banking Act is further detailed in Ordinance of 30 August
2012 of FINMA on the Insolvency of Banks and Securities Dealers, as amended (the “Swiss Banking Insolvency Ordinance”). In
restructuring proceedings, FINMA, as resolution authority, is competent to approve the resolution plan. The resolution plan may, among
other things, provide for (a) the transfer of all or a portion of UBS’ assets, debts, other liabilities and contracts (which may
or may not include the contractual relationship between UBS and the holders of securities) to another entity, (b) a stay (for a maximum
of two business days) on the termination of contracts to which UBS is a party, and/or the exercise of (w) rights to terminate, (x) netting
rights, (y) rights to enforce or dispose of collateral or (z) rights to transfer claims, liabilities or collateral under contracts to
which UBS is a party, (c) the conversion of UBS’ debt and/or other obligations, including its obligations under the securities,
into equity (a “debt-to-equity” swap), and/or (d) the partial or full write-off of obligations owed by UBS (a “write-off”),
including its obligations under the securities. The Swiss Banking Insolvency Ordinance provides that a debt-to-equity swap and/or a write-off
of debt and other obligations (including the securities) may take place only after (i) all debt instruments issued by UBS qualifying as
additional tier 1 capital or tier 2 capital have been converted into equity or written-off, as applicable, and (ii) the existing equity
of UBS has been fully cancelled. While the Swiss Banking Insolvency Ordinance does not expressly address the order in which a write-off
of debt instruments other than debt instruments qualifying as additional tier 1 capital or tier 2 capital should occur, it states that
debt-to-equity swaps should occur in the following order: first, all subordinated claims not qualifying as regulatory capital; second,
all other claims not excluded by law from a debt-to-equity swap (other than deposits); and third, deposits (in excess of the amount privileged
by law). However, given the broad discretion granted to FINMA as the resolution authority, any restructuring plan |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
| | in respect of UBS could provide that the claims
under or in connection with the securities will be partially or fully converted into equity or written-off, while preserving other obligations
of UBS that rank pari passu with, or even junior to, UBS’ obligations under the securities. Consequently, the exercise of any such
powers by FINMA or any suggestion of any such exercise could materially adversely affect the rights of holders of the securities, the
price or value of their investment in the securities and/or the ability of UBS to satisfy its obligations under the securities and could
lead to holders losing some or all of their investment in the securities. In the case of restructuring proceedings with respect to a systemically
important Swiss bank (such as UBS), the creditors whose claims are affected by the restructuring plan will not have a right to vote on,
reject, or seek the suspension of the restructuring plan. In addition, if a restructuring plan has been approved by FINMA, the rights
of a creditor to seek judicial review of the restructuring plan (e.g., on the grounds that the plan would unduly prejudice the rights
of holders of securities or otherwise be in violation of the Swiss Banking Act) are very limited. In particular, a court may not suspend
the implementation of the restructuring plan. Furthermore, even if a creditor successfully challenges the restructuring plan, the court
can only require the relevant creditor to be compensated ex post and there is currently no guidance as to on what basis such compensation
would be calculated or how it would be funded. |
Risks Relating to U.S. Federal Income Taxation
| § | Uncertain tax treatment. Significant aspects of the tax treatment of the securities are uncertain.
You should consult your tax advisor about your tax situation. See “Tax Considerations” herein and “Material U.S. Federal
Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards with
Associated Contingent Coupons”, in the accompanying product supplement. |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
Information about the Underlying Equity
Alphabet Inc.
According to publicly available information, Alphabet
Inc. (“Alphabet”) is a parent holding company of Google Inc. that provides web-based search, advertisements, maps, software
applications, mobile operating systems, consumer content, enterprise solutions, commerce and hardware products. Until April 2, 2014, Google
Inc.’s class A common stock traded under the ticker “GOOG”. Following the creation and distribution of a class C capital
stock as a dividend to holders of Google Inc.’s class A and class B common stock, on October 5, 2015 Alphabet’s class C capital
stock commenced trading on the Nasdaq Global Select Market under the symbol “GOOG” previously used by Google Inc.’s
class C capital stock and Alphabet’s class A common stock also commenced trading on the Nasdaq Global Select Market under the symbol
“GOOGL” previously used by Google Inc.’s class A common stock. Accordingly, Alphabet’s class A common stock has
a limited historical performance. Information filed by Alphabet with the SEC can be located by reference to its SEC file number: 001-37580,
or its CIK Code: 0001652044. Alphabet’s class A common stock is listed on the Nasdaq Global Select Market under the ticker symbol
“GOOGL”.
Information as of market close on January 18, 2022:
Bloomberg Ticker Symbol: |
GOOGL UW <Equity> |
52 Week High (on November 18, 2021): |
$2,996.77 |
Current Stock Price: |
$2,719.96 |
52 Week Low (on January 15, 2021): |
$1,727.62 |
52 Weeks Ago (on January 15, 2021): |
$1,727.62 |
|
|
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.
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
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 January 18, 2022 was $2,719.96 (the “hypothetical initial price”). The associated graph shows
the closing prices of the underlying equity for each day from January 1, 2012 to January 18, 2022. The dotted lines represent a hypothetical
downside threshold level of $2,175.97 and a hypothetical call threshold level of $2,719.96, which are equal to 80.00% and 100.00%, respectively,
of the hypothetical initial price. The actual downside threshold level and call threshold level will be set on the pricing date. 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 determination dates.
Alphabet Inc. |
High |
Low |
Period End |
2018 |
|
|
|
First Quarter |
$1,187.56 |
$1,005.18 |
$1,037.14 |
Second Quarter |
$1,184.07 |
$1,009.95 |
$1,129.19 |
Third Quarter |
$1,285.50 |
$1,116.28 |
$1,207.08 |
Fourth Quarter |
$1,211.53 |
$984.67 |
$1,044.96 |
2019 |
|
|
|
First Quarter |
$1,236.13 |
$1,025.47 |
$1,176.89 |
Second Quarter |
$1,296.20 |
$1,038.74 |
$1,082.80 |
Third Quarter |
$1,245.94 |
$1,100.00 |
$1,221.14 |
Fourth Quarter |
$1,362.47 |
$1,177.92 |
$1,339.39 |
2020 |
|
|
|
First Quarter |
$1,524.87 |
$1,054.13 |
$1,161.95 |
Second Quarter |
$1,464.70 |
$1,092.70 |
$1,418.05 |
Third Quarter |
$1,717.39 |
$1,409.39 |
$1,465.60 |
Fourth Quarter |
$1,824.97 |
$1,451.02 |
$1,752.64 |
2021 |
|
|
|
First Quarter |
$2,118.62 |
$1,722.88 |
$2,062.52 |
Second Quarter |
$2,450.72 |
$2,129.78 |
$2,441.79 |
Third Quarter |
$2,904.31 |
$2,448.89 |
$2,673.52 |
Fourth Quarter |
$2,996.77 |
$2,673.19 |
$2,897.04 |
2022 |
|
|
|
First Quarter (through January 18, 2022) |
$2,899.83 |
$2,719.96 |
$2,719.96 |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
This document relates only to the securities
offered hereby and does not relate to the underlying equity or other securities linked to the underlying equity. We have derived all disclosures
contained in this document regarding the underlying equity from the publicly available documents described in the preceding paragraphs.
In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made
any due diligence inquiry with respect to the underlying equity.
Neither the issuer nor any of its affiliates makes any representation
to you as to the performance of the underlying equity.
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
Additional Information about the Securities
Please read this information in conjunction with the summary terms
on the front cover of this document.
Additional Provisions: |
Record date: |
The record date for each contingent payment date shall be the date one business day prior to such scheduled contingent payment date. |
Trustee: |
U.S. Bank Trust National Association |
Calculation agent: |
UBS Securities LLC |
Tax considerations: |
The U.S. federal income tax consequences of your investment in the securities are uncertain. There are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the securities. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion in “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards with Associated Contingent Coupons”, in the accompanying product supplement and to discuss the tax consequences of your particular situation with your tax advisor. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed U.S. Department of the Treasury (the “Treasury”) regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S. laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the “IRS”) has been sought as to the U.S. federal income tax consequences of your investment in the securities, and the following discussion is not binding on the IRS. |
|
U.S. Tax Treatment. Pursuant to the terms of the securities, UBS and you agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to characterize the securities as prepaid derivative contracts with respect to the underlying equity. If your securities are so treated, any contingent payment that is paid by UBS (including on the maturity date or upon early redemption) should be included in your income as ordinary income in accordance with your regular method of accounting for U.S. federal income tax purposes. |
|
In addition, excluding amounts attributable to any contingent payment, you should generally recognize capital gain or loss upon the taxable disposition of your securities in an amount equal to the difference between the amount you receive at such time (other than amounts or proceeds attributable to a contingent payment or any amount attributable to any accrued but unpaid contingent payment) and the amount you paid for your securities. Such gain or loss should generally be long-term capital gain or loss if you have held your securities for more than one year (otherwise such gain or loss should be short-term capital gain or loss). The deductibility of capital losses is subject to limitations. Although uncertain, it is possible that proceeds received from the sale or exchange of your securities prior to a contingent payment date, but that could be attributed to an expected contingent payment, could be treated as ordinary income. You should consult your tax advisor regarding this risk. |
|
Based on certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion that it would be reasonable to treat your securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities, it is possible that your securities could alternatively be treated for tax purposes as a single contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the securities could differ materially and adversely from the treatment described above, as described further under “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards with Associated Contingent Coupons”, in the accompanying product supplement. |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
|
Except to the extent otherwise required by law, UBS intends to treat your securities for U.S. federal income tax purposes in accordance with the treatment described above and under “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards with Associated Contingent Coupons”, in the accompanying product supplement unless and until such time as the IRS and the Treasury determine that some other treatment is more appropriate. |
|
Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of holders of the securities. According to Notice 2008-2, the IRS and the Treasury are actively considering whether the holder of an instrument such as the securities should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the securities will ultimately be required to accrue income currently in excess of any receipt of contingent payments and this could be applied on a retroactive basis. The IRS and the Treasury are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether non-U.S. holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Code should be applied to such instruments. Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the significance and potential impact of the above considerations. |
|
Medicare Tax on Net Investment Income. U.S. holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include any income or gain realized with respect to the securities, to the extent of their net investment income that when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), $125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different manner than the income tax. U.S. holders should consult their tax advisors as to the consequences of the 3.8% Medicare tax. |
|
Specified Foreign Financial Assets. Certain U.S. holders that own “specified foreign financial assets” in excess of an applicable threshold may be subject to reporting obligations with respect to such assets with their tax returns, especially if such assets are held outside the custody of a U.S. financial institution. U.S. holders are urged to consult their tax advisors as to the application of this legislation to their ownership of the securities. |
|
Non-U.S. Holders. The U.S. federal income tax treatment of the contingent payments is unclear. Subject to Section 871(m) of the Code and FATCA, as discussed below, our special U.S. tax counsel is of the opinion that contingent payments paid to a non-U.S. holder that provides us (and/or the applicable withholding agent) with a fully completed and validly executed applicable IRS Form W-8 should not be subject to U.S. withholding tax and we do not intend to withhold any tax on contingent payments. However, it is possible that the IRS could assert that such payments are subject to U.S. withholding tax, or that another withholding agent may otherwise determine that withholding is required, in which case we or the other withholding agent may withhold up to 30% on such payments (subject to reduction or elimination of such withholding tax pursuant to an applicable income tax treaty). We will not pay any additional amounts in respect of such withholding. Subject to Section 897 of the Code and Section 871(m) of the Code, discussed herein, gain realized from the taxable disposition of a security generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S., (ii) the non-U.S. holder is a non-resident alien individual and is present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are satisfied, or (iii) the non-U.S. holder has certain other present or former connections with the U.S. |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
|
Section 897. We will not attempt to ascertain whether the underlying equity issuer would be treated as a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the securities should be treated as “United States real property interests” (“USRPI”) as defined in Section 897 of the Code. If the underlying equity issuer and the securities were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a security upon a taxable disposition of the security to the U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the potential treatment of the underlying equity issuer as a USRPHC and the securities as USRPI. |
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Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying U.S. equity securities. The withholding tax can apply even if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked instruments that have a delta of one (“delta one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued after 2018. However, the IRS has issued guidance that states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified equity-linked instruments that are not delta-one specified equity-linked instruments and are issued before January 1, 2023. |
|
Based on our determination that the securities are not “delta-one” with respect to the underlying equity, our special U.S. tax counsel is of the opinion that the securities should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Furthermore, the application of Section 871(m) of the Code will depend on our determinations made on the date the terms of the securities are set. If withholding is required, we will not make payments of any additional amounts. |
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Nevertheless, after the date the terms are set, it is possible that your securities could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting the underlying equity or your securities, and following such occurrence your securities could be treated as delta-one specified equity-linked instruments that are subject to withholding on dividend equivalents. It is also possible that withholding tax or other tax under Section 871(m) of the Code could apply to the securities under these rules if you enter, or have entered, into certain other transactions in respect of the underlying equity or the securities. If you enter, or have entered, into other transactions in respect of the underlying equity or the securities, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your securities in the context of your other transactions. |
|
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the securities, you are urged to consult your tax advisor regarding the potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in the securities. |
|
Foreign Account Tax Compliance Act. Legislation commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”) generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the U.S. and the non-U.S. entity’s jurisdiction may modify these requirements. This legislation generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed or determinable annual or periodical” income (“FDAP income”). Withholding (if applicable) applies to payments of U.S.-source FDAP income but, pursuant to certain Treasury regulations and IRS guidance, does not apply to payments of gross proceeds on the disposition (including upon retirement) of financial instruments. As the treatment of the securities is unclear, it is possible that any contingent payment with respect to the securities could be subject to the FATCA rules. If withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and non-U.S. holders should consult their tax advisors regarding the potential application of FATCA to the securities. |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
|
Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of securities similar to the securities purchased after the bill was enacted to accrue interest income over the term of such securities despite the fact that there may be no interest payments over the term of such securities. |
|
Furthermore, in 2013, the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If it had been enacted, the effect of this legislation generally would have been to require instruments such as the securities to be marked to market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions. |
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It is not possible to predict whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax treatment of your securities. You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your securities. |
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Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the application of U.S. federal income tax laws to their particular situations, as well as any tax consequences of the purchase, beneficial ownership and disposition of the securities arising under the laws of any state, local, non-U.S. or other taxing jurisdiction. |
Use of proceeds and hedging: |
We will use the net proceeds we receive from the sale of the securities for the purposes we describe in the accompanying prospectus under “Use of Proceeds and Hedging.” We and/or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the securities as described below. |
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In connection with the sale of the securities, we and/or our affiliates may enter into hedging transactions involving the execution of long-term or short-term interest rate swaps, futures and option transactions or purchases and sales of securities before, on and after the pricing date of the securities. From time to time, we and/or our affiliates may enter into additional hedging transactions or unwind those we have entered into. In addition, we or one of our affiliates may enter into swap agreements or related hedging activities with the dealer or its affiliates. |
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We and/or our affiliates may acquire a long or short position in securities similar to the securities from time to time and may, in our or their sole discretion, hold or resell those securities. |
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The hedging activity discussed above may adversely affect the market value of the securities from time to time and payment on the securities, including any payment at maturity. See “Risk Factors” beginning on page 10 of this document for a discussion of these adverse effects. |
Supplemental information
regarding plan of
distribution (conflicts of
interest); secondary markets (if any): |
Pursuant to the terms of a distribution agreement, UBS will agree to sell to UBS Securities LLC, and UBS Securities LLC will agree to purchase from UBS, the stated principal amount of the securities specified on the front cover of this document at the price to public less a fee of $0.25 per $10.00 stated principal amount of securities. UBS Securities LLC will agree to resell all of the securities to Morgan Stanley Wealth Management with an underwriting discount of $0.25 reflecting a fixed sales commission of $0.20 and a fixed structuring fee of $0.05 per $10.00 stated principal amount of securities that Morgan Stanley Wealth Management sells. UBS or an affiliate will also pay a fee to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management and an affiliate of UBS Securities LLC each has an ownership interest, for providing certain electronic platform services with respect to this offering. |
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UBS, UBS Securities LLC or any other affiliate of UBS may use this document, the accompanying product supplement and the accompanying prospectus in a market-making transaction for any securities after their initial sale. In connection with the offering, UBS, UBS Securities LLC, any other affiliate of UBS or any other securities dealers may distribute this document, the accompanying product supplement and the accompanying prospectus electronically. Unless UBS or its agent informs the purchaser otherwise in the confirmation of sale, this document, the accompanying product supplement and the accompanying prospectus are being used in a market-making transaction. |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
|
Conflicts of Interest — UBS Securities LLC is an affiliate of UBS and, as such, has a “conflict of interest” in this offering within the meaning of Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, UBS will receive the net proceeds (excluding the underwriting discount) from the initial public offering of the securities and, thus creates an additional conflict of interest within the meaning of FINRA Rule 5121. UBS Securities LLC is not permitted to sell securities in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. |
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UBS Securities LLC and its affiliates may offer to buy or sell the securities in the secondary market (if any) at prices greater than UBS’ internal valuation — The value of the securities at any time will vary based on many factors that cannot be predicted. However, the price (not including UBS Securities LLC’s or any affiliate’s customary bid-ask spreads) at which UBS Securities LLC or any affiliate would offer to buy or sell the securities immediately after the pricing date in the secondary market is expected to exceed the estimated initial value of the securities as determined by reference to our internal pricing models. The amount of the excess will decline to zero on a straight line basis over a period ending no later than 6 weeks after the pricing date, provided that UBS Securities LLC may shorten the period based on various factors, including the magnitude of purchases and other negotiated provisions with selling agents. Notwithstanding the foregoing, UBS Securities LLC and its affiliates are not required to make a market for the securities and may stop making a market at any time. For more information about secondary market offers and the estimated initial value of the securities, see “Risk Factors — Estimated Value Considerations” and “— Risks Relating to Liquidity and Secondary Market Price Considerations” beginning on page 11 of this document. |
Prohibition of sales to EEA & UK retail investors: |
The securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning
of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as amended. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the securities or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise
making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom
(the “UK”). For these purposes, a retail investor in the UK means a person who is one (or more) of: (i) a retail client as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018, subject to amendments made by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (SI 2018/1403), as
may be amended or superseded from time to time (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation as it forms part of domestic law by virtue of the EUWA (“UK Prospectus Regulation”). Consequently, no key information
document required by the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”)
for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation. |
|
$nContingent Income Auto-Callable Securities due on or about January 31, 2025 |
Based on the Performance of the Class A Common Stock of Alphabet Inc. |
You should rely only on the information incorporated
by reference or provided in this preliminary pricing supplement, the accompanying product supplement or the accompanying prospectus. We
have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this preliminary pricing supplement is accurate as of any date
other than the date on the front of the document.
TABLE OF CONTENTS |
|
|
|
Preliminary Pricing Supplement |
|
|
|
Summary Terms |
1 |
Additional Information about UBS and the Securities |
2 |
Investment Summary |
3 |
Key Investment Rationale |
4 |
Investor Suitability |
5 |
How the Securities Work |
6 |
Hypothetical Examples |
7 |
Risk Factors |
10 |
Information about the Underlying Equity |
15 |
Historical Information |
16 |
Additional Information about the Securities |
18 |
Product Supplement |
|
|
|
Product Supplement Summary |
PS-1 |
Specific Terms of Each Security Will Be Described in the Applicable Supplements |
PS-1 |
The Securities are Part of a Series |
PS-1 |
Denomination |
PS-1 |
Coupons |
PS-2 |
Early Redemption |
PS-2 |
Payment at Maturity for the Securities |
PS-3 |
Defined Terms Relating to Payment on the Securities |
PS-3 |
Valuation Dates |
PS-5 |
Valuation Periods |
PS-6 |
Payment Dates |
PS-6 |
Closing Level |
PS-6 |
Intraday Level |
PS-7 |
What are the Tax Consequences of the Securities? |
PS-7 |
Risk Factors |
PS-9 |
General Terms of the Securities |
PS-23 |
Use of Proceeds and Hedging |
PS-46 |
Material U.S. Federal Income Tax Consequences |
PS-47 |
Certain ERISA Considerations |
PS-69 |
Supplemental Plan of Distribution (Conflicts of Interest) |
PS-70 |
|
|
Prospectus |
|
|
|
Introduction |
1 |
Cautionary Note Regarding Forward-Looking Statements |
3 |
Incorporation of Information About UBS AG |
5 |
Where You Can Find More Information |
6 |
Presentation of Financial Information |
7 |
Limitations on Enforcement of U.S. Laws Against UBS, Its Management and Others |
7 |
UBS |
8 |
Swiss Regulatory Powers |
11 |
Use of Proceeds |
12 |
Description of Debt Securities We May Offer |
13 |
Description of Warrants We May Offer |
33 |
|
|
Legal Ownership and Book-Entry Issuance |
48 |
|
Considerations Relating to Indexed Securities |
53 |
|
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency |
56 |
|
U.S. Tax Considerations |
59 |
|
Tax Considerations Under the Laws of Switzerland |
69 |
|
Benefit Plan Investor Considerations |
71 |
|
Plan of Distribution |
73 |
|
Conflicts of Interest |
75 |
|
Validity of the Securities |
76 |
|
Experts |
76 |
|
$•
UBS AG
Contingent Income Auto-Callable Securities
due on or about January 31, 2025
Preliminary Pricing Supplement dated January 19, 2022
(To Product Supplement dated February 24, 2021
and Prospectus dated February 24, 2021)
UBS Investment Bank
UBS Securities LLC