Business Context and Reporting Period
This Form 6-K filing by UBS Group AG and UBS AG, dated February 19, 2026, concerns a legal and compliance matter rather than a standard financial reporting period. The filing announces the commencement of two rescission offers related to debt securities originally issued by Credit Suisse Group AG (CSG) prior to its merger with UBS Group AG on June 12, 2023.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios. The document focuses exclusively on the terms and rationale for the rescission offers.
Material Changes and Legal Context
- UBS Group Rescission Offer: UBS Group AG is offering to rescind purchases of certain debt securities ("UBS Group Subject Securities") acquired between May 1, 2022, and February 19, 2026. This applies to securities sold on or after the Merger Date by UBS affiliates, or before the Merger Date by CSG affiliates, where secondary market-making transactions occurred without an effective registration statement under the U.S. Securities Act of 1933.
- UBS Americas Rescission Offer: UBS Group AG, UBS AG, and UBS Americas Inc. are offering to rescind purchases of certain debt securities and guarantees ("UBS Americas Subject Securities") acquired between October 1, 2023, and February 19, 2026. These transactions involved market-making activities that continued without an effective registration statement after UBS ceased using a prior registration statement in October 2023.
- Compliance Issue: The offers address instances where offers and sales were not made in full compliance with the Securities Act, thereby creating rights of rescission for eligible purchasers.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance, management commentary on operational outlook, or general risk factors. The primary contingency described is the potential liability associated with the rescission offers. The terms of the offers, including eligibility requirements and the description of expected proceeds to be paid to eligible investors, are detailed in a prospectus dated February 19, 2026, filed as part of a Form F-3 registration statement (File No. 333-293403).
Investor Verification Checklist
- Verify eligibility for the UBS Group and UBS Americas Rescission Offers by reviewing the specific prospectus filed on February 12, 2026 (File No. 333-293403).
- Confirm the specific debt securities held fall within the defined "Subject Securities" periods and transaction types described in the filing.
- Review the prospectus for details on the calculation of rescission offer proceeds and the timeline for acceptance.
- Note that this filing does not disclose current financial performance; refer to the most recent Form 20-F or quarterly reports for financial data.