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Home›Stock index swap›Type 424B2 UBS AG

Type 424B2 UBS AG

By Adam Motte
April 7, 2021
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The data on this Preliminary Phrases
Complement will not be full and could also be modified. We might not promote these Securities till the Last Phrases
Complement, the Prospectus Complement, the accompanying Product Complement and the Prospectus (collectively, the “Providing
Paperwork”) are delivered in remaining type. The Providing Paperwork will not be a suggestion to promote these Securities, and we aren’t
soliciting gives to purchase these Securities in any state the place the provide or sale will not be permitted.

Topic to Completion

Dated April 1, 2021

PRELIMINARY TERMS SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)

Registration Assertion No. 333-253432

Preliminary Phrases Complement

UBS AG Contingent Absolute Return Autocallable Optimization Securities

UBS AG $ Securities Linked to the widespread inventory of Marathon Oil Company due on or about April 6, 2023

Indicative Phrases

Issuer UBS AG, London Department
Principal Quantity $10.00 per Safety. The Securities are supplied at a minimal funding of 100 Securities at $10.00 per Safety (representing a $1,000 funding) and integral multiples of $10.00 in extra thereof.
Time period Roughly 24 months, except known as earlier.
Underlying Asset The widespread inventory of Marathon Oil Company
Name Function The Securities can be known as if the closing worth of the underlying asset on any statement date (together with the ultimate valuation date) is the same as or higher than the preliminary worth. If the Securities are known as, UBS pays you on the relevant name settlement date a money cost per Safety equal to the decision worth for the relevant statement date.
Statement Dates As laid out in name worth under.
Name Return The decision return will increase the longer the Securities are excellent and relies upon the decision return price.
Name Return Price 24.75% every year (or roughly 2.063% per excellent month).
Name Worth The decision worth equals the principal quantity per Safety plus the relevant name return.
  The desk under assumes a name return price of 24.75% every year. Quantities within the desk under might have been rounded for ease of study.
  Statement Date* Name Return Name Worth (per Safety)
  03-Might-2021 2.063% $10.2063
  01-Jun-2021 4.125% $10.4125
  01-Jul-2021 6.188% $10.6188
  02-Aug-2021 8.250% $10.8250
  01-Sep-2021 10.313% $11.0313
  01-Oct-2021 12.375% $11.2375
  01-Nov-2021 14.438% $11.4438
  01-Dec-2021 16.500% $11.6500
  03-Jan-2022 18.563% $11.8563
  01-Feb-2022 20.625% $12.0625
  01-Mar-2022 22.688% $12.2688
  01-Apr-2022 24.750% $12.4750
  02-Might-2022 26.813% $12.6813
  01-Jun-2022 28.875% $12.8875
  01-Jul-2022 30.938% $13.0938
  01-Aug-2022 33.000% $13.3000
  01-Sep-2022 35.063% $13.5063
  03-Oct-2022 37.125% $13.7125
  01-Nov-2022 39.188% $13.9188
  01-Dec-2022 41.250% $14.1250
  03-Jan-2023 43.313% $14.3313

(Cowl Continued on Subsequent Web page)

(Cowl Continued from Prior Web page)

  01-Feb-2023 45.375% $14.5375
  01-Mar-2023 47.438% $14.7438
  03-Apr-2023 49.500% $14.9500
  *Statement dates are topic to the market disruption occasion provisions
set forth within the accompanying product complement.
Fee at Maturity
(per Safety)
If the Securities haven’t been known as and the ultimate worth of the underlying asset is the same as or higher than the set off worth, we pays you an quantity in money at maturity equal to your principal quantity plus a return equal to the product of the principal quantity multiplied by the contingent absolute return:
  $10 + ($10 x Contingent Absolute Return)
  If the Securities haven’t been known as and the ultimate worth of the underlying asset is under the set off worth, the contingent absolute return won’t apply and we pays you an quantity in money that’s considerably lower than the principal quantity, if something, leading to a lack of principal that’s proportionate to the decline of the underlying asset, for an quantity equal to
  $10 + ($10 × Underlying Return).
Contingent Absolute Return Absolutely the worth of the underlying return. For instance, if the underlying return is -5%, the contingent absolute return will equal 5%
Underlying Return Last Worth – Preliminary Worth
         Preliminary Worth
Closing Worth On any buying and selling day, the final reported sale worth (or, within the case of Nasdaq, the official closing worth) of the underlying asset throughout the principal buying and selling session on the principal nationwide securities trade on which it’s listed for buying and selling, as decided by the calculation agent.
Preliminary Worth The closing worth of the underlying asset on the commerce date, as decided by the calculation agent and as could also be adjusted within the case of sure company occasions, as described within the accompanying product complement.
Set off Worth 60.24% – 66.99% of the preliminary worth of the underlying asset. The precise
set off worth can be set when the commerce is positioned on the commerce date. The set off worth is topic to changes within the case of sure
company occasions, as described within the accompanying product complement.
Last Worth The closing worth of the underlying asset on the ultimate valuation date, as decided by the calculation agent and topic to changes within the case of sure company occasions, as described within the accompanying product complement.
Commerce Date April 1, 2021
Settlement Date April 6, 2021
Last Valuation Date April 3, 2023. The ultimate valuation date could also be topic to postponement in
the occasion of a market disruption occasion, as described within the accompanying product complement.
Maturity Date April 6, 2023. The maturity date could also be topic to postponement within the occasion
of a market disruption occasion, as described within the accompanying product complement.
Name Settlement Dates Three enterprise days following every statement date, besides that the decision
settlement date for the ultimate valuation date is the maturity date.
CUSIP [•]
ISIN [•]
Valoren [•]

The estimated preliminary worth primarily based on an issuance measurement of roughly $100,000
of the Securities as of the commerce date is anticipated to be between 92.33% and 94.83% of the difficulty worth to the general public for Securities linked
to the underlying asset. The vary of the estimated preliminary worth of the Securities was decided on the date of this preliminary phrases
complement by reference to UBS’ inside pricing fashions, inclusive of the interior funding price. For extra details about secondary
market gives and the estimated preliminary worth of the Securities, see “Key Dangers – Estimated Worth Concerns” and “–
Dangers Regarding Liquidity and Secondary Market Worth Concerns” on web page 5 of this preliminary phrases complement.

Discover to traders: the Securities are considerably riskier
than standard debt devices. The issuer will not be essentially obligated to repay the complete principal quantity of the Securities
at maturity, and the Securities might have the identical draw back market threat because the underlying asset. This market threat is as well as
to the credit score threat inherent in buying a debt obligation of UBS. You shouldn’t buy the Securities if you don’t perceive
or will not be comfy with the numerous dangers concerned in investing within the Securities.

You need to fastidiously think about the
dangers described below “Key Dangers” on this preliminary phrases complement, below “Key Dangers” starting
on web page 6 of the prospectus complement and below “Threat Elements” starting on web page PS-9 of
the accompanying product complement earlier than buying any Securities. Occasions referring to any of these dangers, or different dangers
and uncertainties, may adversely have an effect on the market worth of, and the return on, your Securities. It’s possible you’ll lose a major
portion or all your preliminary funding within the Securities. The Securities won’t be listed or displayed on any securities
trade or any digital communications community.

Neither the Securities and
Alternate Fee nor some other regulatory physique has permitted or disapproved of those Securities or handed upon the adequacy
or accuracy of this preliminary phrases complement, the beforehand delivered prospectus complement, the accompanying product
complement or the accompanying prospectus. Any illustration on the contrary is a prison offense.

The Securities will not be financial institution deposits and will not be insured by the Federal
Deposit Insurance coverage Company or some other governmental company.

See “Further Info
about UBS and the Securities” on this preliminary phrases complement. The Securities we’re providing may have the phrases
set forth within the Prospectus Complement referring to the Securities, the accompanying product
complement, the accompanying prospectus and this preliminary phrases complement.

Providing of Securities Challenge Worth to Public Underwriting Low cost Proceeds to UBS AG
  Whole Per Safety Whole Per Safety Whole Per Safety
Securities linked to the widespread inventory of Marathon Oil Company $• 100% $• 1.50% $• 98.50%
UBS Monetary Providers Inc. UBS Funding Financial institution

Further Info About UBS and the Securities

UBS has filed a registration assertion (together with a
prospectus, as supplemented by a product complement and a prospectus complement for the Securities) with the Securities and
Alternate Fee, or SEC, for the providing for which this preliminary phrases complement relates. Earlier than you make investments, you
ought to learn these paperwork and some other paperwork referring to the Securities that UBS has filed with the SEC for extra
full details about UBS and this providing. It’s possible you’ll receive these paperwork
without cost from the SEC web site at www.sec.gov. Our Central Index Key, or CIK, on
the SEC web site is 0001114446.

It’s possible you’ll entry these paperwork on the SEC web site at www.sec.gov as
follows:

References to “UBS,” “we,” “our” and
“us” refer solely to UBS AG and to not its consolidated subsidiaries. On this doc, “Contingent Absolute Return Autocallable
Optimization Securities” or the “Securities” confer with the Securities which might be supplied hereby.
Additionally, references to the “prospectus complement” imply the usprospectus complement, dated February 26, 2021, references to
“Market-Linked Securities product complement” imply the usproduct complement, dated February 24, 2021, referring to the Securities
usually, and references to the “accompanying prospectus” imply the usprospectus
titled “Debt Securities and Warrants”, dated February 24, 2021.

This preliminary phrases complement,
along with the paperwork listed above, comprises the phrases of the Securities and supersedes all different prior or
contemporaneous oral statements in addition to some other written supplies together with preliminary or indicative pricing phrases,
correspondence, commerce concepts, buildings for implementation, pattern buildings, brochures or different instructional supplies of
ours. You need to fastidiously think about, amongst different issues, the issues set forth in “Key Dangers” and in “Threat
Elements” within the accompanying product complement, because the Securities contain dangers not related to standard debt
securities. We urge you to seek the advice of your funding, authorized, tax, accounting and different advisors earlier than deciding to put money into
the Securities.

UBS reserves the appropriate to vary the phrases of, or reject
any provide to buy, the Securities previous to their issuance. Within the occasion of any modifications to the phrases of the Securities, UBS
will notify you and you’ll be requested to just accept such modifications in connection together with your buy. You might also select to reject such
modifications wherein case UBS might reject your provide to buy.

Key Dangers

An funding within the Securities entails important dangers. Some
of the dangers that apply to the Securities are summarized right here and are akin to the corresponding dangers mentioned within the “Key
Dangers” part of the prospectus complement, however we urge you to learn the extra detailed rationalization of dangers referring to the
Securities usually within the “Threat Elements” part of the accompanying product complement. We additionally urge you to seek the advice of
your funding, authorized, tax, accounting and different advisors earlier than you put money into the Securities.

Dangers Regarding Return Traits

· Threat of loss at maturity
— The Securities differ from odd debt securities in that UBS won’t make periodic curiosity funds or essentially pay
the complete principal quantity of the Securities at maturity. If the Securities will not be known as, UBS will solely pay you the principal
quantity of your Securities plus a return equal to the product of the principal quantity multiplied by the contingent absolute return
if the ultimate worth of the underlying asset is the same as or higher than the set off worth and can solely make such cost at maturity.
If the Securities will not be known as and the ultimate worth is under the set off worth, the contingent absolute return won’t apply
and you’ll lose a good portion or all your preliminary funding in an quantity proportionate to the decline within the worth
of the underlying asset from the commerce date to the ultimate valuation date.
· Greater name return
charges are usually related to a higher threat of loss
— Higher anticipated volatility with respect to the underlying asset
displays a better expectation as of the commerce date that the value of the underlying asset may shut under its set off worth on
the ultimate valuation date of the Securities. This higher anticipated threat will usually be mirrored in a better name return price
for that Safety. Nevertheless, the underlying asset’s volatility can change considerably
over the time period of the Securities and the value of the underlying asset may fall sharply,
which may lead to a major lack of principal.
· The contingent absolute
return, and any contingent reimbursement of your principal, applies solely at maturity
— You
must be prepared to carry your Securities to maturity. If you’ll be able to promote your Securities previous to maturity within the
secondary market, you could have to promote them at a loss relative to your preliminary funding even when the then-current underlying asset
worth is the same as or higher than the set off worth at the moment.
· Your
potential return on the Securities is restricted
— The return potential of the Securities ensuing from an computerized
name is restricted to the decision return whatever the appreciation of the underlying asset. As well as, as a result of the decision return
will increase the longer the Securities have been excellent, the decision worth payable on earlier statement dates is lower than the
name worth payable on later statement dates. The sooner a Safety is named, the decrease your return can be. If the Securities
will not be known as, your potential acquire on the Securities from the contingent absolute return can be restricted by the set off worth.
As a result of your capability to obtain a return on the Securities equal to the contingent absolute return is offered provided that the Securities
will not be known as and the ultimate worth is the same as or higher than the set off worth, you’ll not profit from any additional depreciation
of the ultimate worth under the set off worth and as an alternative can be uncovered to the unfavorable underlying return and can lose a major
portion or all your preliminary funding.
· Higher anticipated
volatility usually signifies an elevated threat of loss at maturity
– “Volatility” refers back to the frequency and
magnitude of modifications within the worth of the underlying asset. The higher the anticipated volatility of the underlying asset as of the
commerce date, the higher the expectation is as of the commerce date that the ultimate worth of the underlying asset might be lower than
the set off worth and, as a consequence, signifies an elevated threat of loss. Nevertheless, the underlying asset’s volatility
can change considerably over the time period of the Securities, and a comparatively decrease set off worth might not essentially point out that
the Securities have a higher chance of a return of principal at maturity. You have to be prepared to just accept the draw back market
threat of the underlying asset and the potential to lose a good portion or all your preliminary funding.
· No curiosity funds – UBS won’t pay curiosity with respect to the
Securities.
· Reinvestment threat – In case your Securities are known as early,
the time period of the Securities can be decreased and you’ll not obtain any cost on the Securities after the relevant name settlement
date. There is no such thing as a assure that you’d be capable to reinvest the proceeds from an computerized name of the Securities at a comparable price
of return for the same stage of threat. To the extent you’ll be able to reinvest such proceeds
in an funding akin to the Securities, you could incur transaction prices corresponding to vendor reductions and hedging prices constructed into the
worth of the brand new securities. As a result of the Securities could also be known as as early as the primary statement date after issuance, try to be
ready within the occasion the Securities are known as early.

Dangers Regarding Traits of the Underlying Asset

· Market threat — The value of the underlying asset can rise or fall sharply because of elements
particular to that underlying asset and (i) within the case of widespread inventory or American depositary receipts, its issuer (the
“underlying asset issuer”) or (ii) within the case of an trade traded fund, the securities, futures contracts or bodily
commodities constituting the belongings of that underlying asset. These elements embrace worth volatility,
earnings, monetary circumstances, company, business and regulatory developments, administration modifications and choices and different occasions,
in addition to normal market elements, corresponding to normal market volatility and ranges, rates of interest and financial and political
circumstances. Just lately, the coronavirus an infection has brought about volatility within the international
monetary markets and a slowdown within the international economic system. Coronavirus or some other communicable illness or an infection might adversely
have an effect on the underlying asset issuer and, due to this fact, the underlying asset. You, as an
investor within the Securities, ought to make your individual investigation into the underlying asset issuer and the underlying asset to your
Securities. We urge you to overview monetary and different data filed periodically by the underlying asset issuer with the
SEC.
· Proudly owning the Securities will not be the identical as proudly owning the underlying asset — The return in your Securities might not replicate the return you’d understand
in case you really owned the underlying asset. As an example, you’ll not obtain or be entitled to obtain any dividend funds or different
distributions on the underlying asset over the time period of your Securities. Moreover, the underlying asset might respect considerably
throughout the time period of your Securities and you’ll not take part in such appreciation although you could be topic to the underlying
asset’s decline over the time period of the Securities.
· No assurance that the funding view implicit within the Securities can be
profitable
— It’s not possible to foretell whether or not and the extent to which the value of
the underlying asset will rise or fall. The value of the underlying asset can be influenced by complicated and interrelated political, financial,
monetary and different elements that have an effect on the underlying asset issuer or, for Securities linked to trade traded funds, the underlying
asset constituent inventory issuers. You have to be prepared to just accept the dangers of proudly owning equities usually and the underlying asset specifically,
and to imagine the chance that, if the Securities will not be robotically known as, you could lose a good portion or all your preliminary
funding.
· There is no such thing as a affiliation between the underlying asset issuer,
or for Securities linked to trade traded funds, the issuers of the constituent shares comprising the underlying asset (the “underlying
asset constituent inventory issuers”), and UBS, and UBS will not be liable for any disclosure by such issuer(s)
— We and our associates might presently, or every now and then sooner or later
have interaction in enterprise with the underlying asset issuer or, if relevant, any underlying asset constituent inventory issuers. Nevertheless, we’re
not affiliated with the underlying asset issuer or any underlying asset constituent inventory issuers and will not be liable for such issuer’s
public disclosure of knowledge, whether or not contained in SEC filings or in any other case. You, as an investor within the Securities, ought to make your
personal investigation into the underlying asset issuer or, if relevant, every underlying asset constituent inventory issuer. Neither the underlying
asset issuer nor any underlying asset constituent inventory issuer is concerned within the Securities supplied hereby in any manner and has no obligation
of any kind with respect to your Securities. Such issuer(s) haven’t any obligation to take your pursuits into consideration for any purpose,
together with when taking any company actions that may have an effect on the worth of, and any quantities payable on, your Securities

Estimated Worth Concerns

· The problem worth you
pay for the Securities will exceed their estimated preliminary worth
— The problem worth you pay for the Securities will exceed their
estimated preliminary worth as of the commerce date because of the inclusion within the challenge worth of the underwriting low cost, hedging prices,
issuance prices and projected earnings. As of

  the
shut of the related markets on the commerce date, we’ll decide the estimated preliminary worth of the Securities by reference to our
inside pricing fashions and it will likely be set forth within the remaining phrases complement. The pricing fashions used to find out the estimated preliminary
worth of the Securities incorporate sure variables, together with the value, volatility and anticipated dividends on the underlying asset,
prevailing rates of interest, the time period of the Securities and our inside funding price. Our inside funding price is usually decrease than
the speed we’d pay to challenge standard fastened or floating price debt securities of an analogous time period. The underwriting low cost, hedging
prices, issuance prices, projected earnings and the distinction in charges will cut back the financial worth of the Securities to you. Because of
these elements, the estimated preliminary worth of the Securities as of the commerce date can be lower than the difficulty worth you pay for the Securities.
· The estimated preliminary
worth is a theoretical worth; the precise worth that you simply might be able to promote your Securities in any secondary market (if any) at
any time after the commerce date might differ from the estimated preliminary worth
— The worth of your Securities at any time will fluctuate primarily based on many elements,
together with the elements described above and in “- Dangers Regarding Traits of the Underlying Asset – Market threat” above
and is not possible to foretell. Moreover, the pricing fashions that we use are proprietary and rely partially on sure assumptions about
future occasions, which can show to be incorrect. In consequence, after the commerce date, in case you try and promote the Securities within the secondary
market, the precise worth you’d obtain might differ, maybe materially, from the estimated
preliminary worth of the Securities decided by reference to our inside pricing fashions. The estimated preliminary worth of the Securities
doesn’t symbolize a minimal or most worth at which we or any of our associates could be prepared to buy your Securities in any
secondary market at any time.
· Our
precise earnings could also be higher or lower than the differential between the estimated preliminary
worth and the difficulty worth of the Securities as of the commerce date
— We might decide
the financial phrases of the Securities, in addition to hedge our obligations, a minimum of partially,
previous to pricing the Securities on the commerce date. As well as, there could also be ongoing
prices to us to keep up and/or modify any hedges and such hedges are sometimes imperfect.
Subsequently, our precise earnings (or doubtlessly, losses) in issuing the Securities can not
be decided as of the commerce date and any such differential between the estimated preliminary
worth and the difficulty worth of the Securities as of the commerce date doesn’t replicate our
precise earnings. Finally, our precise earnings can be recognized solely on the maturity of
the Securities.

Dangers Regarding Liquidity and Secondary Market Worth Concerns

· There
could also be little or no secondary marketplace for the Securities
— The Securities will
not be listed or displayed on any securities trade or any digital communications
community. There may be no assurance {that a} secondary marketplace for the Securities will develop.
UBS Securities LLC and its associates might make a market in every providing of the Securities,
though they aren’t required to take action and should cease making a market at any time. If
you’ll be able to promote your Securities previous to maturity, you could have to promote them at
a considerable loss. The estimated preliminary worth of the Securities doesn’t symbolize
a minimal or most worth at which we or any of our associates could be prepared to buy
your Securities in any secondary market at any time.
· The
worth at which UBS Securities LLC and its associates might provide to purchase the Securities
within the secondary market (if any) could also be higher than UBS’ valuation of the Securities
at the moment, higher than some other secondary market costs supplied by unaffiliated
sellers (if any) and, relying in your dealer, higher than the valuation supplied on
your buyer account statements
— For a restricted time period following the
issuance of the Securities, UBS Securities LLC or its associates might provide to purchase or
promote such Securities at a worth that exceeds (i) our valuation of the Securities at that
time primarily based on our inside pricing fashions, (ii) any secondary market costs supplied
by unaffiliated sellers (if any) and (iii) relying in your dealer, the valuation supplied
on buyer account statements. The value that UBS Securities LLC might initially provide
to purchase such Securities following issuance will exceed the valuations indicated by our
inside pricing fashions because of the inclusion for a restricted time period of the mixture
worth of the underwriting low cost, hedging prices, issuance prices and theoretical projected
buying and selling revenue. The portion of such quantities included in our worth will decline to zero
on a straight line foundation over a interval ending no later than the date specified below
“Supplemental Plan of Distribution (Conflicts of Curiosity); Secondary Markets (if
any).” Thereafter, if UBS Securities LLC or an affiliate makes secondary markets
for the Securities, it can achieve this at costs that replicate our estimated worth decided
by reference to our inside pricing fashions at the moment. The short-term constructive differential
relative to our inside pricing fashions arises from requests from and preparations made
by UBS Securities LLC with the promoting brokers of structured debt securities such because the
Securities. As described above, UBS Securities LLC and its associates will not be required
to make a marketplace for the Securities and should cease making a market at any time. The value
at which UBS Securities LLC or an affiliate might make secondary markets at any time (if
in any respect) may even replicate its then present bid-ask unfold for related sized trades of
structured debt securities. UBS Monetary Providers Inc. and UBS Securities LLC replicate
this short-term constructive differential on their buyer statements. Buyers ought to inquire
as to the valuation supplied on buyer account statements supplied by unaffiliated
sellers.
· Worth
of Securities previous to maturity
— The market worth of the Securities can be
influenced by many unpredictable and interrelated elements, together with the value of the
underlying asset; the volatility of the underlying asset; the dividend price paid on the
underlying asset; the time remaining to the maturity of the Securities; rates of interest
within the markets; geopolitical circumstances and financial, monetary, political, power majeure
and regulatory or judicial occasions; the creditworthiness of UBS and the then present bid-ask
unfold for the Securities.
· Affect
of charges and the usage of inside funding charges fairly than secondary market credit score spreads
on secondary market costs
— All different issues being equal, the usage of the interior funding charges described
above below “- Estimated Worth Concerns” in addition to the inclusion within the challenge worth of the underwriting low cost, hedging
prices, issuance prices and any projected earnings are, topic to the short-term mitigating impact of UBS Securities LLC’s and its
associates’ market making premium, anticipated to cut back the value at which you might be able to promote the Securities in any secondary
market.

Dangers Regarding Hedging Actions and Conflicts of Curiosity

· The
calculation agent could make changes that have an effect on the cost to you at maturity
—
For sure company occasions
affecting the underlying asset, the calculation agent might make changes to the preliminary worth, the set off worth and/or the ultimate
worth of the underlying asset. Nevertheless, the calculation agent won’t make an adjustment in response to all occasions that might
have an effect on the underlying asset. If an occasion happens that doesn’t require the calculation agent to make an adjustment, the worth of
the Securities could also be materially and adversely affected. As well as, all determinations and calculations regarding any such changes
can be made by the calculation agent. You have to be conscious that the calculation agent might make any such adjustment, dedication
or calculation in a fashion that differs from that mentioned within the accompanying product complement as vital to realize an equitable
end result. Within the case of widespread inventory or American depositary receipts, following sure company occasions referring to the issuer
of the underlying asset the place such issuer will not be the surviving entity, the amount of money you obtain at maturity (if any) might
be primarily based on the widespread inventory or American depositary receipt of a successor to the underlying asset issuer together with any
money or some other belongings distributed to holders of the underlying asset in such company occasion. Moreover, if the issuer of
the underlying asset turns into topic to (i) a reorganization occasion whereby the underlying asset is exchanged solely for money, (ii)
a merger or consolidation with UBS or any of its associates or (iii) an underlying fairness is delisted or in any other case suspended from
buying and selling, the quantity you obtain at maturity could also be primarily based on the widespread inventory or American depository shares issued by one other firm.
Within the case of an trade traded fund, following a suspension from buying and selling or if an trade traded fund is discontinued, the
quantity you obtain at maturity could also be primarily based on a share of one other trade traded fund. The incidence of those company occasions
and the resultant changes might materially and adversely have an effect on the worth of the Securities. For extra data, see the sections
“Basic Phrases of the Securities — Antidilution Changes for Securities Linked to an Underlying Fairness or Fairness Basket
Asset” and ” — Reorganization Occasions for Securities Linked to an Underlying Fairness or Fairness Basket Asset” within the
accompanying product complement. No matter any of the occasions mentioned above, any cost on the Securities is topic to the
creditworthiness of UBS.
· Vendor incentives — UBS and its associates might act as a principal, agent or vendor in connection
with the sale of the Securities. Such associates, together with the gross sales representatives, will derive compensation from the distribution
of the Securities and such compensation might function an incentive to promote these Securities as an alternative of different investments. We pays complete
underwriting compensation of 1.50% per Safety to any of our associates performing as brokers or sellers in reference to the distribution
of the Securities. On condition that UBS Securities LLC and its associates briefly preserve a market making premium, it could have the impact
of discouraging UBS Securities LLC and its associates from recommending sale of your Securities within the secondary market..

· Potential
UBS influence available on the market worth of the underlying asset
— Buying and selling or transactions
by UBS or its associates within the underlying asset and/or over- the-counter choices,
futures or different devices with returns linked to the efficiency of the underlying asset might adversely have an effect on the market worth
of the underlying asset and, due to this fact, the market worth of, and any quantities payable on, your Securities.
· Potential
battle of curiosity
— UBS and its associates might have interaction in enterprise with the issuer of the
underlying asset or, for Securities linked to trade traded funds, the underlying asset constituent inventory issuers, which can
current a battle between the obligations of UBS and also you, as a holder of the Securities. The calculation agent, an affiliate of
UBS, will decide whether or not the ultimate worth is under the set off worth and accordingly the cost at maturity in your Securities.
The calculation agent can also postpone the dedication of the closing worth of the underlying asset if a market disruption occasion
happens and is continuous on any statement date (together with the ultimate valuation date) and should make changes to the preliminary worth,
set off worth, the ultimate worth and/or
the underlying asset itself for sure company occasions affecting the underlying asset. For extra data, see the sections
“Basic Phrases of the Securities — Antidilution Changes for Securities Linked to an Underlying Fairness or Fairness Basket
Asset” and ” — Reorganization Occasions for Securities Linked to an Underlying Fairness or Fairness Basket Asset” in
the accompanying product complement. As UBS determines the financial phrases of the Securities, together with the decision return price and
set off worth, and such phrases embrace the underwriting low cost, hedging prices, issuance prices and projected earnings, the Securities
symbolize a bundle of financial phrases. There are different potential conflicts of curiosity insofar as an investor may doubtlessly
get higher financial phrases if that investor entered into exchange-traded and/or OTC derivatives or different devices with third
events, assuming that such devices have been obtainable and the investor had the flexibility to assemble and enter into such devices.
· Probably
inconsistent analysis, opinions or suggestions by UBS
— UBS and its associates might publish analysis or specific opinions or
present suggestions which might be inconsistent with buying or holding the Securities, and which can be revised with out discover.
Any analysis, opinions or suggestions expressed by UBS or its associates will not be in step with one another and should affect
the worth of the Securities. Buyers ought to make their very own impartial investigation of the deserves of investing within the Securities
and the underlying asset to which the Securities are linked.

Dangers Regarding Basic Credit score Traits

· Credit score
threat of UBS
— The Securities are unsubordinated, unsecured debt obligations of
the issuer, UBS, and will not be, both instantly or not directly, an obligation of any third celebration.
Any cost to be made on the Securities, together with any reimbursement of principal, is dependent upon
the flexibility of UBS to fulfill its obligations as they arrive due. In consequence, the precise and
perceived creditworthiness of UBS might have an effect on the market worth of the Securities and, within the
occasion UBS have been to default on its obligations, you could not obtain any quantities owed to you
below the phrases of the Securities and you could possibly lose your whole funding.
· The
Securities will not be financial institution deposits
— An funding within the Securities carries dangers
that are very totally different from the chance profile of a financial institution deposit positioned with UBS or its associates.
The Securities have totally different yield and/or return, liquidity and threat profiles and would
not profit from any safety supplied to deposits.
· If
UBS experiences monetary difficulties, FINMA has the ability to open restructuring or
liquidation proceedings in respect of, and/or impose protecting measures in relation
to, UBS, which proceedings or measures might have a fabric opposed impact on the phrases
and market worth of the Securities and/or the flexibility of UBS to make funds thereunder
— The Swiss Monetary Market Supervisory Authority (“FINMA”) has
broad statutory powers to take measures and actions in relation to UBS if (i) it concludes that there’s justified concern that UBS is
over-indebted or has severe liquidity issues or (ii) UBS fails to satisfy the relevant capital adequacy necessities (whether or not on
a standalone or consolidated foundation) after expiry of a deadline set by FINMA. If one in every of these pre-requisites is met, FINMA is permitted
to open restructuring proceedings or liquidation (chapter) proceedings in respect of, and/or impose protecting measures in relation
to, UBS. The Swiss Banking Act grants important discretion to FINMA in reference to the aforementioned proceedings and measures.
Particularly, a broad number of protecting measures could also be imposed by FINMA, together with a financial institution moratorium or a maturity postponement,
which measures could also be ordered by FINMA both on a stand-alone foundation or in reference to restructuring or liquidation proceedings. The
decision regime of the Swiss Banking Act is additional detailed within the Ordinance of 30 August 2012 of FINMA on the Insolvency of Banks
and Securities Sellers, as amended (the “Swiss Banking Insolvency Ordinance”). In restructuring proceedings, FINMA, as decision
authority, is competent to approve the decision plan. The decision plan might, amongst different issues, present for (a) the switch of all
or a portion of UBS’ belongings, money owed, different liabilities and contracts (which can or might not embrace the contractual relationship between
UBS and the holders of Securities) to a different entity, (b) a keep (for a most of two enterprise days) on the termination of contracts
to which UBS is a celebration, and/or the train of (w) rights to terminate, (x) netting rights, (y) rights to implement or eliminate collateral
or (z) rights to switch claims, liabilities or collateral below contracts to which UBS is a celebration, (c) the conversion of UBS’
debt and/or different obligations, together with its obligations below the Securities, into fairness (a “debt-to-equity” swap), and/or
(d) the partial or full write-off of obligations owed by UBS (a “write-off”), together with its obligations below the Securities.
The Swiss Banking Insolvency Ordinance supplies {that a} debt-to-equity swap and/or a write-off of debt and different obligations (together with
the Securities) might happen solely after (i) all debt devices issued by UBS qualifying as further tier 1 capital or tier 2 capital
have been transformed into fairness or written-off, as relevant, and (ii) the present fairness of UBS has been totally cancelled. Whereas the
Swiss Banking Insolvency Ordinance doesn’t expressly deal with the order wherein a write- off of debt devices aside from debt devices
qualifying as further tier 1 capital or tier 2 capital ought to happen, it states that debt-to-equity swaps ought to happen within the following
order: first, all subordinated claims not qualifying as regulatory capital; second, all different claims not excluded by legislation from a debt-to-equity
swap (aside from deposits); and third, deposits (in extra of the quantity privileged by legislation). Nevertheless, given the broad discretion granted
to FINMA because the decision authority, any restructuring plan in respect of UBS may present that the claims below or in reference to
the Securities can be partially or totally transformed into fairness or written-off, whereas preserving different obligations of UBS that rank pari
passu with, and even junior to, UBS’ obligations below the Securities. Consequently, the train of any such powers by FINMA or
any suggestion of any such train may materially adversely have an effect on the rights of holders of the Securities, the value or worth of their
funding within the Securities and/or the flexibility of UBS to fulfill its obligations below the Securities and will result in holders dropping
some or all of their funding within the Securities. Within the case of restructuring proceedings with respect to a systemically essential Swiss
financial institution (corresponding to UBS), the collectors whose claims are affected by the restructuring plan won’t have a proper to vote on, reject, or search
the suspension of the restructuring plan. As well as, if a restructuring plan has been permitted by FINMA, the rights of a creditor to
search judicial overview of the restructuring plan (e.g., on the grounds that the plan would unduly prejudice the rights of holders of Securities
or in any other case be in violation of the Swiss Banking Act) are very restricted. Particularly, a court docket might not droop the implementation of
the restructuring plan. Moreover, even when a creditor efficiently challenges the restructuring plan, the court docket can solely require the
related creditor to be compensated ex publish and there’s presently no steering as to on what foundation such compensation could be calculated
or how it might be funded.

Dangers Regarding U.S. Federal Earnings Taxation

· Unsure
tax remedy
— Important points of the tax remedy of the Securities
are unsure. You need to learn fastidiously the sections entitled “What are the Tax
Penalties of the Securities” herein and within the prospectus complement and “Materials
U.S. Federal Earnings Tax Penalties” within the accompanying product complement, and
seek the advice of your tax advisor about your tax scenario.

Details about the Underlying Asset

All disclosures concerning the underlying asset are derived from
publicly obtainable data. UBS has not performed any impartial overview or due diligence of any publicly obtainable data
with respect to the underlying asset. You need to make your individual investigation into the underlying
asset.

The underlying asset can be registered below the Securities Act of 1933,
the Securities Alternate Act of 1934 (as amended, the “Alternate Act”) and/or the Funding Firm Act of 1940, every as amended.
Info filed by the underlying asset issuer with the SEC may be reviewed electronically via an internet site maintained by the SEC.
The deal with of the SEC’s web site is http://www.sec.gov. Info filed with the SEC by the underlying asset issuer may be positioned
by reference to its SEC file quantity supplied under.

The
Kraft Heinz Firm

In accordance with publicly obtainable data, Marathon
Oil Company (“Marathon”) is an impartial oil and pure fuel exploration and manufacturing vitality firm. Info filed
by Marathon with the SEC may be positioned by reference to its SEC file quantity 001-05153, or its CIK Code: 0000101778. Marathon’s widespread
inventory is listed on the New York Inventory Alternate below the ticker image “MRO”.

Info from outdoors sources will not be included
by reference in, and shouldn’t be thought of a part of, this preliminary phrases complement or any accompanying prospectus. UBS has not performed
any impartial overview or due diligence of any publicly obtainable data with respect to the underlying asset.

Historic Info

The next desk units forth the quarterly excessive
and low closing costs for Marathon’s widespread inventory, primarily based on every day closing costs on the first trade for Marathon. We obtained the
closing costs under from Bloomberg Skilled service (“Bloomberg”), with out impartial verification. The closing costs
could also be adjusted by Bloomberg for company actions corresponding to inventory splits, public choices, mergers and acquisitions, spin-offs, extraordinary
dividends, delistings and chapter. UBS has not undertaken an impartial overview or due
diligence of any publicly obtainable data obtained from Bloomberg. Marathon’s closing worth on March 31, 2021 was $10.68. The precise
preliminary worth would be the closing worth of Marathon’s widespread inventory on the commerce date. Previous efficiency of the underlying asset will not be
indicative of the longer term efficiency of the underlying asset.

Quarter Start Quarter Finish Quarterly Excessive Quarterly Low Quarterly Shut
07/01/2016 09/30/2016 $16.80 $12.90 $15.81
10/03/2016 12/30/2016 $18.80 $12.78 $17.31
01/03/2017 03/31/2017 $18.18 $14.61 $15.80
04/03/2017 06/30/2017 $16.60 $11.35 $11.85
07/03/2017 09/29/2017 $13.73 $10.77 $13.56
10/02/2017 12/29/2017 $17.26 $13.48 $16.93
01/02/2018 03/29/2018 $19.28 $14.52 $16.13
04/02/2018 06/29/2018 $21.90 $15.57 $20.86
07/02/2018 09/28/2018 $23.28 $19.00 $23.28
10/01/2018 12/31/2018 $23.99 $12.66 $14.34
01/02/2019 03/29/2019 $17.69 $14.62 $16.71
04/01/2019 06/28/2019 $18.78 $12.98 $14.21
07/01/2019 09/30/2019 $14.25 $11.53 $12.27
10/01/2019 12/31/2019 $13.69 $11.09 $13.58
01/02/2020 03/31/2020 $13.96 $3.24 $3.29
04/01/2020 06/30/2020 $8.43 $3.12 $6.12
07/01/2020 09/30/2020 $6.12 $4.09 $4.09
10/01/2020 12/31/2020 $7.30 $3.85 $6.67
01/04/2021 03/31/2021 $12.98 $6.83 $10.68

The graph under illustrates the efficiency of Marathon’s widespread inventory for
the interval indicated, primarily based on data from Bloomberg. The strong line represents a hypothetical set off worth of $7.73, which is equal
to 66.99% of an intra-day worth on April 1, 2021. The precise set off worth can be decided on the commerce date. Previous efficiency of
the underlying asset will not be indicative of the longer term efficiency of the underlying asset.

What are the Tax Penalties of the Securities?

The U.S. federal revenue tax penalties of your funding within the Securities
are unsure. There aren’t any statutory provisions, laws, printed rulings or judicial choices addressing the characterization
for U.S. federal revenue tax functions of securities with phrases which might be considerably the identical because the Securities. A few of these tax penalties
are summarized under, however we urge you to learn the extra detailed dialogue within the prospectus complement below “What Are the Tax
Penalties of the Securities?” and the accompanying product complement below “Materials U.S. Federal Earnings Tax Penalties
— Securities Handled as Pay as you go Derivatives or Pay as you go Forwards” and to debate the tax penalties of your specific scenario
together with your tax advisor. This dialogue relies upon the U.S. Inside Income Code of 1986, as amended (the “Code”), remaining,
short-term and proposed U.S. Division of the Treasury (the “Treasury”) laws, rulings and choices, in every case,
as obtainable and in impact as of the date hereof, all of that are topic to vary, probably with retroactive impact. Tax penalties
below state, native and non-U.S. legal guidelines will not be addressed herein. No ruling from the U.S. Inside Income Service (the “IRS”)
has been sought as to the U.S. federal revenue tax penalties of your funding within the Securities, and the next dialogue will not be
binding on the IRS.

U.S. Tax
Therapy
. Pursuant to the phrases of the Securities, UBS and also you agree, within the absence of a statutory or regulatory change or
an administrative dedication or judicial ruling on the contrary, to characterize
the Securities as pre-paid spinoff contracts with respect to the underlying asset. In case your Securities are so handled, you must
usually acknowledge acquire or loss upon the taxable disposition of your Securities in an quantity equal to the distinction between
the quantity you obtain at such time and the quantity you paid to your Securities. Such acquire or loss ought to usually be long-term
capital acquire or loss in case you have held your Securities for multiple 12 months (in any other case such acquire or loss could be short-term capital
acquire or loss if held for one 12 months or much less). The deductibility of capital losses is topic to limitations. There can also be a
threat that the IRS may assert that the Securities mustn’t give rise to long-term capital acquire or loss as a result of the Securities
provide, a minimum of partially, brief publicity to the underlying asset. You need to seek the advice of your tax advisor concerning this threat.

We won’t try to determine whether or not the underlying asset issuer
could be handled as a “passive overseas funding firm” (a “PFIC”) throughout the that means of Part 1297
of the Code or as a “United States actual property holding company” (a “USRPHC”) throughout the that means of
Part 897 of the Code. If the underlying asset issuer have been so handled, sure opposed U.S. federal revenue tax penalties would possibly
apply, to a U.S. holder within the case of a PFIC and to a non-U.S. holder within the case
of a USRPHC, upon the taxable disposition of a Safety. You need to confer with data
filed with the SEC or the equal governmental authority by the underlying asset issuer and seek the advice of your tax advisor concerning
the potential penalties to you within the occasion that such entity is or turns into a PFIC or USRPHC.

Within the opinion of our particular U.S. tax
counsel, Cadwalader, Wickersham & Taft LLP, primarily based on sure factual representations acquired from us, it might be affordable to
deal with your Securities within the method described above. Nevertheless, as a result of there isn’t any authority that particularly addresses the tax
remedy of the Securities, it’s potential that your Securities may alternatively be handled for tax functions as a single
contingent cost debt instrument, or pursuant to another characterization, such that the timing and character of your revenue
from the Securities may differ materially and adversely from the remedy described above, as described additional below
“Materials U.S. Federal Earnings Tax Penalties — Various Remedies for Securities Handled as Any Sort of Pay as you go
Spinoff or Pay as you go Ahead” within the accompanying product complement. Due to this uncertainty, we urge you to seek the advice of
your tax advisor as to the tax penalties of your funding within the Securities.

Discover 2008-2. In 2007,
the IRS launched a discover which will have an effect on the taxation of holders of the Securities. In accordance with Discover 2008-2, the IRS and the
Treasury are actively contemplating whether or not the holder of an instrument such because the
Securities must be required to accrue odd revenue on a present foundation. It isn’t potential to find out what steering they
will finally challenge, if any. It’s potential, nevertheless, that below such steering, holders
of the Securities will finally be required to accrue revenue presently and this
might be utilized on a retroactive foundation. The IRS and the Treasury are additionally contemplating
different related points, together with whether or not further acquire or loss from such devices must be handled as odd or capital,
whether or not non-U.S. holders of such devices must be topic to withholding tax on any deemed revenue accruals, and whether or not the
particular “constructive possession guidelines” of Part 1260 of the Code must be utilized to such devices. Each U.S.
and non-U.S. holders are urged to seek the advice of their tax advisor in regards to the significance and potential influence of the above issues.

Besides to the extent
in any other case required by legislation, UBS intends to deal with your Securities for U.S. federal revenue
tax functions in accordance with the remedy described above and below “Materials U.S. Federal Earnings Tax
Penalties — Securities Handled as Pay as you go Derivatives or Pay as you go Forwards” within the accompanying product complement except and till such time because the IRS and the
Treasury decide that another remedy is extra applicable.

Medicare Tax
on Internet Funding Earnings
. U.S. holders which might be people, estates, and sure trusts are topic to an extra
3.8% tax on all or a portion of their “internet funding revenue”, which can embrace any revenue or acquire realized with respect
to the Securities, to the extent of their internet funding revenue that when added to their different modified adjusted gross revenue,
exceeds $200,000 for an single particular person, $250,000 for a married taxpayer submitting a joint return (or a surviving partner), or
$125,000 for a married particular person submitting a separate return. The three.8% Medicare tax is decided in a distinct method than the
revenue tax. U.S. holders ought to seek the advice of their
tax advisors as to the results of the three.8% Medicare tax.

Specified International Monetary
Belongings
. U.S. holders could also be topic to reporting obligations with respect to their Securities if they don’t maintain their Securities
in an account maintained by a monetary establishment and the mixture worth of their Securities and sure different “specified
overseas monetary belongings” (making use of sure attribution guidelines) exceeds an relevant threshold. Important penalties can
apply if a U.S. holder is required to reveal its Securities and fails to take action.

Non-U.S. Holders. In case you are a
non-U.S. holder, topic to the dialogue under concerning Part 871(m) of the Code and “FATCA,” you must usually
not be topic to U.S. withholding tax with respect to funds in your Securities or to usually relevant data reporting
and backup withholding necessities with respect to funds in your Securities in case you adjust to sure certification and
identification necessities as to your non-U.S. standing (by offering us (and/or the relevant withholding agent) with a totally
accomplished and validly executed relevant IRS Type W-8). Topic to Part 871(m) of the Code, mentioned under, acquire realized from
the taxable disposition of the Securities usually shouldn’t be topic to U.S. tax except (i) such acquire is successfully linked
with a commerce or enterprise performed by the non-U.S. holder within the U.S., (ii) the non-U.S. holder is a non-resident alien particular person
and is current within the U.S. for 183 days or extra throughout the taxable 12 months of such taxable disposition and sure different circumstances are
glad or (iii) the non-U.S. holder has sure different current or former connections with the U.S.

Part 871(m).
A 30% withholding tax (which can be decreased by an relevant revenue tax treaty) is imposed below Part 871(m) of the Code on
sure “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked
instrument” that references a number of dividend-paying U.S. fairness securities. The withholding tax can apply even when the
instrument doesn’t present for funds that reference dividends. Treasury laws
present that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked devices
which have a delta of 1 (“delta one specified equity-linked devices”) issued after 2016 and to all dividend equivalents
paid or deemed paid on all different specified equity-linked devices issued after 2018. Nevertheless, the IRS has issued steering that
states that the Treasury and the IRS intend to amend the efficient dates of the Treasury
laws to supply that withholding on dividend equivalents paid or deemed paid won’t apply to specified equity-linked devices
that aren’t delta one specified equity-linked devices and are issued earlier than January 1, 2023.

Based mostly on our dedication that the Securities
will not be “delta-one” with respect to the underlying asset, our particular U.S. tax counsel is of the opinion that the Securities
shouldn’t be delta one specified equity-linked devices and thus shouldn’t be topic to withholding on dividend equivalents. Our
dedication will not be binding on the IRS, and the IRS might disagree with this dedication. Moreover, the appliance of Part 871(m)
of the Code will rely upon our determinations made on the commerce date. If withholding is required, we won’t make funds of any further
quantities.

However, after the commerce date, it’s potential that your Securities may
be deemed to be reissued for tax functions upon the incidence of sure occasions affecting the underlying asset or your Securities, and
following such incidence your Securities might be handled as delta one specified equity-linked devices which might be topic to withholding
on dividend equivalents. Additionally it is potential that withholding tax or different tax below Part 871(m) of the Code may apply to the Securities

below these guidelines in case you enter, or have entered, into sure different transactions
in respect of the underlying asset or the Securities. For those who enter, or have entered, into different transactions in respect of the underlying
asset or the Securities, you must seek the advice of your tax advisor concerning the appliance of Part 871(m) of the Code to your Securities
within the context of your different transactions.

Due to the uncertainty concerning the appliance of
the 30% withholding tax on dividend equivalents to the Securities, you might be urged to seek the advice of your tax advisor concerning the potential
utility of Part 871(m) of the Code and the 30% withholding tax to an funding within the Securities.

International Account Tax
Compliance Act
. The International Account Tax Compliance Act (“FATCA”)
was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on “withholdable funds” (i.e., sure
U.S.-source funds, together with curiosity (and unique challenge low cost), dividends, different fastened or determinable annual or periodical
acquire, earnings, and revenue, and on the gross proceeds from a disposition of property of a kind which may produce U.S.-source curiosity
or dividends) and “passthru funds” (i.e., sure funds attributable to withholdable funds) made to sure
overseas monetary establishments (and sure of their associates) except the payee overseas monetary establishment agrees (or is required),
amongst different issues, to reveal the id of any U.S. particular person with an account of the establishment (or the related affiliate)
and to yearly report sure details about such account. FATCA additionally requires
withholding brokers making withholdable funds to sure overseas entities that don’t disclose the title, deal with, and taxpayer
identification variety of any substantial U.S. house owners (or don’t certify that they don’t have any substantial U.S. house owners) to withhold
tax at a price of 30%. Underneath sure circumstances, a holder could also be eligible for refunds or credit of such taxes.

Pursuant to remaining and short-term Treasury laws and different IRS
steering, the withholding and reporting necessities below FATCA will usually apply to sure “withholdable funds”,
won’t apply to gross proceeds on a sale or disposition, and can apply to sure overseas passthru funds solely to the extent
that such funds are made after the date that’s two years after remaining laws defining the time period “overseas passthru
cost” are printed. If withholding is required, we (or the relevant paying agent) won’t be required to pay further
quantities with respect to the quantities so withheld. International monetary establishments and non-financial overseas entities positioned in jurisdictions
which have an intergovernmental settlement with the U.S. governing FATCA could also be topic to totally different guidelines.

Buyers ought to seek the advice of
their tax advisors in regards to the utility of FATCA, specifically if they might be labeled
as monetary establishments (or in the event that they maintain their Securities via a overseas entity) below the FATCA
guidelines.

Proposed Laws.
In 2007, laws was launched in Congress that, if it had been enacted, would have required holders of Securities bought
after the invoice was enacted to accrue curiosity revenue over the time period of the Securities even though there can be no curiosity
funds over your entire time period of the Securities.

Moreover, in 2013,
the Home Methods and Means Committee launched in draft type sure proposed laws referring to monetary devices. If it
had been enacted, the impact of this laws usually would have been to require devices such because the Securities to be
marked to market on an annual foundation with all beneficial properties and losses to be handled as odd, topic to sure exceptions.

It isn’t potential to foretell
whether or not any related or an identical payments can be enacted sooner or later, or whether or not any such invoice would have an effect on the tax remedy of
your Securities. You might be urged to seek the advice of your tax advisor concerning the potential
modifications in legislation and their potential influence on the tax remedy of your Securities.

Each U.S. and non-U.S. holders are urged to seek the advice of their
tax advisors in regards to the utility of U.S. federal revenue tax legal guidelines to their specific scenario, in addition to any tax penalties
of the acquisition, helpful possession and disposition of the Securities (together with potential different therapies and the problems
introduced by Discover 2008-2) arising below the legal guidelines of any state, native, non-U.S. or different taxing jurisdiction.

Supplemental Plan of Distribution (Conflicts of Curiosity); Secondary Markets (if any)

We are going to conform to promote to UBS Securities LLC and UBS Securities
LLC will conform to buy, the entire Securities on the challenge worth to the general public much less the underwriting low cost indicated on
the quilt of the ultimate phrases complement, the doc that can be filed pursuant to Rule 424(b) containing the ultimate pricing phrases
of the Securities. UBS Securities LLC will conform to resell the entire Securities to UBS Monetary Providers Inc. at a reduction from
the difficulty worth to the general public equal to the underwriting low cost indicated on the quilt of the ultimate phrases complement.

Conflicts of Curiosity — Every
of UBS Securities LLC and UBS Monetary Providers Inc. is an affiliate of UBS and, as such, has a ”battle of curiosity“
on this providing throughout the that means of FINRA Rule 5121. As well as, UBS will obtain the online proceeds (excluding the underwriting
low cost) from the preliminary public providing of the Securities and, thus creates an extra battle of curiosity throughout the that means
of FINRA Rule 5121. Consequently, the providing is being performed in compliance with the provisions of Rule 5121. Neither UBS
Securities LLC nor UBS Monetary Providers Inc. is permitted to promote Securities within the providing to an account over which it workout routines
discretionary authority with out the prior particular written approval of the account holder.

UBS Securities LLC and its associates
might provide to purchase or promote the Securities within the secondary market (if any) at costs higher than UBS’ inside valuation
— The worth of the Securities at any time will fluctuate primarily based on many elements that
can’t be predicted. Nevertheless, the value (not together with UBS Securities LLC’s or any affiliate’s customary bid-ask spreads)
at which UBS Securities LLC or any affiliate would provide to purchase or promote the Securities instantly after the commerce date within the secondary
market is anticipated to exceed the estimated preliminary worth of the Securities as decided by reference to our inside pricing fashions.
The quantity of the surplus will decline to zero on a straight line foundation over a interval ending no later than 1 month after the commerce date,
supplied that UBS Securities LLC might shorten the interval primarily based on numerous elements, together with the magnitude of purchases and different negotiated
provisions with promoting brokers. However the foregoing, UBS Securities LLC and its associates will not be required to make a market
for the Securities and should cease making a market at any time. For extra details about secondary market gives and the estimated preliminary
worth of the Securities, see “Key Dangers – Estimated Worth Concerns” and “– Dangers Regarding Liquidity and
Secondary Market Worth Concerns” on this preliminary phrases complement.

Prohibition of Gross sales to EEA & UK Retail
Buyers
— The Securities will not be meant to be supplied, bought or in any other case made obtainable
to and shouldn’t be supplied, bought or in any other case made obtainable to any retail investor within the European Financial Space (“EEA”).
For these functions, a retail investor means an individual who’s one (or extra) of: (i) a retail shopper as outlined in level (11) of Article
4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a buyer throughout the that means of Directive 2002/92/EC, as amended,
the place that buyer wouldn’t qualify as knowledgeable shopper as outlined in level (10) of Article 4(1) of MiFID II; or (iii) not a professional
investor as outlined in Directive 2003/71/EC, as amended. Consequently, no key data doc required by Regulation (EU) No 1286/2014
(as amended, the “EU PRIIPs Regulation”) for providing or promoting the Securities or in any other case making them obtainable to retail
traders within the EEA has been ready and due to this fact providing or promoting the Securities or in any other case making them obtainable to any retail
investor within the EEA could also be illegal below the EU PRIIPs Regulation.

The Securities will not be meant to be supplied, bought or in any other case made obtainable
to and shouldn’t be supplied, bought or in any other case made obtainable to any retail investor in the UK (the “UK”). For
these functions, a retail investor within the UK means an individual who’s one (or extra) of: (i) a retail shopper as outlined in level (8) of Article
2 of Regulation (EU) No 2017/565 because it kinds a part of home legislation by advantage of the European Union (Withdrawal) Act 2018, topic to amendments
made by the Markets in Monetary Devices (Modification) (EU Exit) Laws 2018 (SI 2018/1403), as could also be amended or outmoded from
time to time (the “EUWA”); (ii) a buyer throughout the that means of the provisions of the Monetary Providers and Markets Act
2000 (the “FSMA”) and any guidelines or laws made below the FSMA to implement Directive (EU) 2016/97, the place that buyer
wouldn’t qualify as knowledgeable shopper, as outlined in level (8) of Article 2(1) of Regulation (EU) No 600/2014 because it kinds a part of
UK home legislation by advantage of the EUWA; or (iii) not a professional investor as outlined in Article 2 of the Prospectus Regulation because it kinds
a part of home legislation by advantage of the EUWA (“UK Prospectus Regulation”). Consequently, no key data doc required
by the PRIIPs Regulation because it kinds a part of UK home legislation by advantage of the EUWA (the “UK PRIIPs Regulation”) for providing
or promoting the Securities or in any other case making them obtainable to retail traders within the UK has been ready and due to this fact providing or
promoting the Securities or in any other case making them obtainable to any retail investor within the UK could also be illegal below the UK PRIIPs Regulation.

You need to rely solely on the data
included by reference or supplied on this preliminary phrases complement, the accompanying prospectus complement, the accompanying
product complement or the accompanying prospectus. Now we have not licensed anybody to give you totally different data. We
don’t make a suggestion of those Securities in any state the place the provide will not be permitted. You shouldn’t assume that the data
on this preliminary phrases complement is correct as of any date aside from the date on the entrance of the doc.

TABLE OF CONTENTS  
   
Preliminary
Phrases Complement
 
   
Indicative Phrases 1
Further Info About UBS and the Securities 3
Key Dangers 4
Details about the Underlying Asset 7
Marathon Oil Company 7
What are the Tax Penalties of the Securities? 9
Supplemental Plan of Distribution (Conflicts of Curiosity); Secondary Markets (if any) 11
   
Prospectus Complement  
   
Funding Description i
Options i
Safety Providing i
Further Info About UBS and the Securities ii
Investor Suitability 1
Abstract Phrases 2
Funding Timeline 2
What Are the Tax Penalties of the Securities? 3
Key Dangers 6
Hypothetical Examples and Return Desk 11
Info Concerning the Underlying Asset 13
Supplemental Plan of Distribution (Conflicts of Curiosity); Secondary Markets (if any) 13
   
Annex A – Type of Last Phrases Complement A-2
Annex B – UBS Fairness Investor – Funding Information B-2
   
Product Complement  
   
Product Complement Abstract PS-1
Particular Phrases of Every Safety Will Be Described within the Relevant Dietary supplements PS-1
The Securities are A part of a Collection PS-1
Denomination PS-1
Coupons PS-2
Early Redemption PS-2
Fee at Maturity for the Securities PS-3
Outlined Phrases Regarding Fee on the Securities PS-3
Valuation Dates PS-5
Valuation Durations PS-6
Fee Dates PS-6
Closing Stage PS-6
Intraday Stage PS-7
What are the Tax Penalties of he Securities? PS-7
Threat Elements PS-9
Basic Phrases of the Securities PS-23
Particular Phrases of Every Safety Will Be Described within the Relevant  
Dietary supplements PS-23
The Securities are A part of a Collection PS-23
Denomination PS-23
Coupons PS-24
Early Redemption PS-24
Fee
at Maturity for the Securities
PS-25
Outlined Phrases Regarding Fee on the Securities PS-25
Valuation
Dates
PS-27
Valuation
Durations
PS-28
Fee
Dates
PS-28
Closing
Stage
PS-28
Intraday
Stage
PS-29
Market
Disruption Occasions
PS-30
Discontinuance of, Changes to or Benchmark Occasion Affecting an Underlying
Index; Alteration of Technique of Calculation
PS-33
   
   
   
   
   
Antidilution Changes for Securities Linked to an Underlying Fairness or Fairness Basket Asset PS-34
Reorganization Occasions for Securities Linked to an Underlying Fairness or Fairness Basket Asset PS-38
Delisting or Suspension of Buying and selling in an Underlying Fairness PS-40
Delisting of ADRs or Termination of ADR Facility PS-42
Delisting, Discontinuance or Modification of an ETF PS-42
Redemption Worth Upon Elective Tax Redemption PS-43
Default Quantity on Acceleration PS-43
Default Quantity PS-43
Default Citation Interval PS-44
Certified Monetary Establishments PS-44
Method of Fee and Supply PS-44
Common File Dates for Coupons PS-44
Buying and selling Day PS-44
Enterprise Day PS-45
Function of Calculation Agent PS-45
Reserving Department PS-45
Use of Proceeds and Hedging PS-46
Materials U.S. Federal Earnings Tax Penalties PS-47
Sure ERISA Concerns PS-69
Supplemental Plan of Distribution (Conflictsof Curiosity) PS-70
Prospectus  
   
Introduction 1
Cautionary Be aware Relating to Ahead-Wanting Statements 3
Incorporation of Info About UBS AG 5
The place You Can Discover Extra Info 6
Presentation of Monetary Info 7
Limitations on Enforcement of U.S. Legal guidelines Towards UBS AG, Its Administration and Others 7
UBS 8
Swiss Regulatory Powers 11
Use of Proceeds 12
Description of Debt Securities We Might Provide 13
Description of Warrants We Might Provide 33
Authorized Possession and E book-Entry Issuance 48
Concerns Regarding Listed Securities 53
Concerns Regarding Securities Denominated or Payable in or Linked to a Non-U.S. Greenback Forex 56
U.S. Tax Concerns 59
Tax Concerns Underneath the Legal guidelines of Switzerland 69
Profit Plan Investor Concerns 71
Plan of Distribution 73
Conflicts of Curiosity 75
Validity of the Securities 76
Consultants 76

$•

UBS AG Contingent Absolute
Return Autocallable Optimization
Securities due on or about
April 6, 2023

Preliminary Phrases Complement dated April 1, 2021
(To
Prospectus Complement dated February 26, 2021,
Product Complement dated February 24, 2021 and
Prospectus dated February 24, 2021)

UBS Funding Financial institution

UBS Monetary Providers Inc.


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