Business Context and Reporting Period
This Form 6-K filing by UBS Group AG and UBS AG, dated November 6, 2025, reports the results of seven concurrent cash tender offers for outstanding debt securities. The offers expired on November 5, 2025. The filing also announces an upsizing of the maximum purchase consideration and provides corrected reference yields and total consideration for specific note series.
Key Financial Metrics and Transaction Details
- Maximum Purchase Consideration: Increased from $4 billion to $8.6 billion.
- Total Principal Tendered: $8,544,989,115 (validly tendered and not withdrawn) plus $29,350,000 subject to guaranteed delivery procedures.
- Total Principal Accepted: $7,668,817,115 (excluding guaranteed delivery notes).
- Settlement Dates: Initial Settlement Date is November 7, 2025; Guaranteed Delivery Settlement Date is November 10, 2025.
- Currency Conversion: EUR/USD exchange rate used was 1.00 EUR = $1.14880.
Material Changes and Offer Results
The tender offers were structured with seven acceptance priority levels. The Maximum Purchase Condition was satisfied for Priority Levels 1 through 6, resulting in the full acceptance of all validly tendered notes in these categories. No notes with Acceptance Priority Level 7 were accepted and will be returned to holders.
| Priority Level | Security Description | Principal Outstanding | Principal Tendered | Principal Accepted | Total Consideration (per $1,000) |
|---|---|---|---|---|---|
| 1 | 7.500% Senior Notes due 2028 | $2,500M | $1,541.3M | $1,541.3M | $1,079.51 |
| 2 | 5.000% Senior Notes due 2027 | $1,192.5M | $582.4M | $582.4M | $1,020.91 |
| 3 | 9.016% Fixed/Floating Callable Notes due 2033 | $2,000M | $1,165.8M | $1,165.8M | $1,267.52 (Corrected) |
| 4 | 6.537% Fixed/Floating Callable Notes due 2033 | $3,000M | $2,240.5M | $2,240.5M | $1,115.96 (Corrected) |
| 5 | 7.750% Fixed Rate Reset Callable Notes due 2029 (EUR) | €3,000M | €945.4M | €945.4M | €1,113.45 |
| 6 | 6.442% Fixed/Floating Callable Notes due 2028 | $1,750M | $1,052.9M | $1,052.9M | $1,038.96 |
| 7 | 4.282% Senior Notes due 2028 | $2,250M | $876.2M | $0 | $1,003.36 |
Note: Total Consideration for Priority Levels 3 and 4 was corrected in a subsequent announcement within this filing.
Management Commentary, Risks, and Unusual Items
- Correction of Pricing Terms: UBS announced corrected Reference Yields and Total Consideration for the 9.016% and 6.537% Fixed Rate/Floating Rate Senior Callable Notes due 2033. The corrected Total Consideration replaced the values initially stated in the results announcement.
- Accrued Interest: Holders of accepted notes will receive the Total Consideration plus accrued and unpaid interest calculated up to, but excluding, the Initial Settlement Date. Interest ceases to accrue on the settlement date.
- Historical Context: Several note series were originally issued by Credit Suisse AG or Credit Suisse Group AG prior to their mergers into UBS entities in 2023 and 2024.
- Risk Disclaimer: The filing includes standard forward-looking statement disclaimers, noting that actual results may differ due to risks and uncertainties detailed in UBS's Form 20-F.
Key Facts for Investor Verification
- Verify the corrected Total Consideration amounts for Priority Levels 3 and 4 ($1,267.52 and $1,115.96 respectively) against initial market reports.
- Confirm the settlement timeline: Initial settlement on November 7, 2025, and guaranteed delivery settlement on November 10, 2025.
- Note that Priority Level 7 notes (4.282% Senior Notes due 2028) were not accepted and will be returned to holders.
- Review the specific Reference Security Yields and Fixed Spreads used to calculate the Total Consideration for each series.
- Check the impact of the EUR/USD exchange rate (1.14880) on the valuation of the Euro-denominated notes.