Business Context and Reporting Period
This Form 6-K, dated November 5, 2025, is a report by UBS Group AG and UBS AG regarding the announcement of reference yields and total consideration for seven concurrent cash tender offers. The filing details the pricing terms for purchasing outstanding notes originally issued by UBS and Credit Suisse (prior to their merger into UBS). The offers are set to expire on November 5, 2025, unless extended.
Key Financial Metrics and Offer Terms
The filing outlines seven series of debt securities with a combined principal amount outstanding of approximately $15.64 billion (including €3.0 billion converted at the time of issuance). The total consideration per $1,000 or €1,000 principal varies by series based on reference security yields and fixed spreads.
| Security Series | Principal Outstanding | Total Consideration (per $1k/€1k) | Reference Yield | Fixed Spread |
|---|---|---|---|---|
| 7.500% Senior Notes due 2028 | $2,500 million | $1,079.51 | 3.610% | 20 bps |
| 5.000% Senior Notes due 2027 | $1,192.45 million | $1,020.91 | 3.596% | 10 bps |
| 9.016% Fixed/Floating Senior Callable Notes due 2033 | $2,000 million | $1,276.11 | 4.002% | 40 bps |
| 6.537% Fixed/Floating Senior Callable Notes due 2033 | $3,000 million | $1,123.64 | 4.002% | 40 bps |
| 7.750% Fixed Rate Reset Senior Callable Notes due 2029 | €3,000 million | €1,113.45 | 1.970% | 65 bps |
| 6.442% Fixed/Floating Senior Callable Notes due 2028 | $1,750 million | $1,038.96 | 3.621% | 50 bps |
| 4.282% Senior Notes due 2028 | $2,250 million | $1,003.36 | 3.682% | 30 bps |
Liquidity and Debt Management: The offers are subject to a "Maximum Purchase Condition," limiting the aggregate total consideration (excluding accrued interest) to $4.0 billion. If this cap is reached, notes will be accepted based on a priority level (1 being highest, 7 being lowest).
Material Changes and Conditions
The filing does not report changes to UBS's operational revenue or profit margins. The material change is the specific pricing of the debt buyback offers. Key conditions include:
- Maximum Purchase Cap: The total consideration payable cannot exceed $4.0 billion. If exceeded, pro-rata acceptance or priority-based acceptance will occur.
- Accrued Interest: Holders will receive the total consideration plus accrued and unpaid interest up to the settlement date.
- Settlement Dates: Initial settlement is expected on November 7, 2025, for standard tenders, and November 10, 2025, for guaranteed delivery tenders.
Guidance, Risks, and Unusual Items
Management Commentary: The filing serves as a notification of pricing terms rather than strategic guidance. It emphasizes that the offers are independent and may be terminated or modified without affecting other offers.
Risks and Contingencies:
- Acceptance Risk: There is no guarantee that all tendered notes will be accepted, particularly for lower priority series if the $4.0 billion cap is reached.
- Forward-Looking Statements: The release contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially.
- Withdrawal Rights: Notes may be withdrawn until 5:00 p.m. Eastern time on November 5, 2025.
Key Facts for Investor Verification
- Offer Expiration: Verify the final deadline for tendering notes is November 5, 2025, at 5:00 p.m. Eastern time.
- Acceptance Priority: Confirm the specific priority level of the held security series, as lower priority notes (e.g., Series 7) may not be purchased if the $4.0 billion cap is hit by higher priority notes.
- Total Consideration Calculation: Verify that the quoted total consideration excludes accrued interest, which is paid separately.
- Settlement Timing: Confirm the expected settlement date of November 7, 2025, for standard tenders.
- Source of Debt: Note that several series were originally issued by Credit Suisse and assumed by UBS following the 2023/2024 mergers.