UBS Announces Upsizing of its Maximum Purchase Tender Offers for Debt Securities

ZURICH--(BUSINESS WIRE)-- 

UBS Group AG (the “Offeror”) (NYSE:UBS) (SWX:UBSN) announces today that it has amended its previously announced Maximum Purchase Offers (each, a “Maximum Purchase Offer” and collectively, the “Maximum Purchase Offers”) to purchase outstanding notes of the series listed in the table below (collectively, the “Maximum Purchase Notes”) by increasing the applicable Maximum Purchase Consideration from $2,000,000,000 to $4,000,000,000. The Maximum Purchase Offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated September 2, 2026 (the “Offer to Purchase”). References herein to “UBS” are references to UBS Group AG together with its consolidated subsidiaries. Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.

The following table sets forth the Notes and the key economic terms of the Maximum Purchase Offers:

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

(1)

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

The Any and All Offers previously announced and described in the Offer to Purchase (together with the Maximum Purchase Offers, the “Offers”) are not affected by the amendment described in this announcement. The Offers will expire at 5:00 p.m. (Eastern time) on September 10, 2026, unless extended or earlier terminated. Notes tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on September 10, 2026, unless extended or earlier terminated, but not thereafter, unless extended by the Offeror as described in the Offer to Purchase. Each Offer is independent of the other Offers, and the Offeror may terminate or modify any Offer without terminating or modifying any other Offer.

The Offeror’s obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including, for the Maximum Purchase Offers, (i) that the aggregate Total Consideration (converted into U.S. Dollars as described under “Description of the Offers – Determination of the Total Consideration” in the Offer to Purchase), excluding the Accrued Coupon Payment, payable for Maximum Purchase Notes purchased in the Maximum Purchase Offers not exceed the Maximum Purchase Consideration, and (ii) the Maximum Purchase Consideration being sufficient to pay the Total Consideration, excluding the Accrued Coupon Payment, for all validly tendered Maximum Purchase Notes of such series (after accounting for all validly tendered Maximum Purchase Notes of all series that have a higher Acceptance Priority Level) (the “Maximum Purchase Condition”).

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

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

The Offeror has retained UBS Investment Bank as Dealer Manager for the Offers. D.F. King & Co., Inc. is the Information Agent for the Offers and the Tender Agent for the USD Offers. UBS AG is the Tender Agent for the Non-USD Offers. Questions regarding the terms of the Offers may be directed to UBS Investment Bank at [phone] (toll-free), [phone] (collect) or [phone] and by email at [e-mail] or [e-mail]. Any questions regarding procedures for tendering Notes or requests for additional copies of the Offer to Purchase should be directed to D.F. King & Co., Inc. by telephone at [phone] (for banks and brokers only) and [phone] (for all others toll-free) or [phone] and by email at [e-mail]. Copies of the Offer to Purchase are available at https://clients.dfkingltd.com/UBS/.

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

Disclaimer

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

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

UBS Group AG

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