Exhibit 4.25
High-trigger loss-absorbing additional tier 1 capital instrument
Issuer
UBS Group AG, or other employing entities of the UBS group
ISIN
-
Issue Date
19.02.2026
1
Currency
USD / CHF
Nominal
2
(million)
Coupon Rate
6.70% / 3.05%
3
Maturity Date
perpetual
4
First Call Date
1 March 2031
1
Issuance date which corresponds to grant date for employees.
2
For information on the outstanding amount, refer to the table “Capital and total loss-absorbing capacity
instruments of UBS Group AG (consolidated), UBS AG consolidated and standalone - Key features”.
3
Applicable to USD-denominated and CHF-denominated issues, respectively, and not payable to EU
MRTs and certain AM Regulated Employees, both as defined within this document.
4
Subject to forfeiture and vesting provisions.
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Deferred Contingent Capital Plan 2025/26 (DCCP)
Summary description of the terms and conditions of DCCP as a capital instrument
Overview
Issues under the DCCP are made by UBS Group AG or certain other employing
entities to key contributors at UBS Group AG or any of its subsidiaries (together,
the "Group"). Eligibility is determined by the Issuer and issues are granted at its
sole discretion.
Issuer
UBS Group AG or certain other employing entities of the UBS group
Type of
instrument
Non-transferable contingent right against the Issuer to receive
(i)
discretionary annual interest equivalent payments on the nominal
value of a hypothetical perpetual Additional Tier 1 ("AT1") security
notionally issued by UBS Group AG at grant (the "Notional Bond"), and
(ii)
at redemption, as determined by the Issuer in its sole discretion, either
the value of the Notional Bond in cash or perpetual AT1 securities
issued or guaranteed by UBS Group AG or any other member of the
Group of equivalent value (in each case net of any applicable taxes
and social security contributions to the employee's account).
For DCCP awarded to EU Material Risk Takers (MRT)
1
Employees
1
payments; only a non-transferable contingent right against the Issuer to receive the
amount indicated under (ii) above.
Conditional
Interest
Equivalents
Subject to (i) the conditions set out under "Trigger Event or Viability Event" and
"Forfeiture and Vesting Provisions" and (ii) the discretionary and mandatory interest
cancellation provisions as set out below, interest equivalents will be payable
annually in arrears on the nominal value of the Notional Bond at a rate of 3.05% for
CHF-denominated issues and 6.70% for USD-denominated issues.
The Issuer may, at its discretion, elect to cancel any interest equivalent that is
otherwise scheduled to be paid on any interest payment date. In addition, without
limitation to the foregoing, payments of interest equivalents will not be made unless
sufficient distributable items (i.e., net profits carried forward and freely distributable
reserves) of UBS Group AG are available.
Maturity date
Issues under the DCCP have no scheduled maturity date.
Notwithstanding the foregoing, but subject to the conditions set out under "Trigger
Event or Viability Event" and "Forfeiture and Vesting Provisions", issues to US
taxpayers will mature and be settled on or about 1 March 2031 (the "First Call
Date"). The Notional Bond underlying such issues will have no scheduled maturity
date.
1
Based on relevant European Banking Authority's ("EBA") Regulatory Technical Standards (RTS) for EU MRTs
and for AM Regulated Employees identified under any of the following regimes: UK MIFIDPRU Regime, UCITS
Regime and AIFMD Regime.
3 | 4
Trigger Event
or Viability
Event
All outstanding issuances under the DCCP (or, in case of a Trigger Event (as
defined below), all outstanding awards under the DCCP in relation to which a
Trigger Event has occurred) will be automatically and permanently written down
to zero, no further amounts will be due or paid thereunder and such awards will
be permanently cancelled, if:
a)
the reported Common Equity Tier 1 ratio of the Group set forth in UBS
Group AG 's quarterly financial accounts, results, the annual report, or in
any reviewed interim measurement published upon the instruction of the
Swiss Financial Market Supervisory Authority FINMA ("FINMA"), falls
below 7% or, with respect to grants awarded to Group Executive Board
members, 10%, as of the relevant balance sheet date (each, a "Trigger
Event");
b)
FINMA provides UBS Group AG with written notice of its determination
that amounts outstanding under the DCCP are required to be written
down to prevent the insolvency, bankruptcy or failure of UBS Group AG;
or
c)
UBS Group AG has received a commitment of direct or indirect
extraordinary support from the public sector that FINMA has determined
and confirmed in writing to UBS Group AG is necessary to prevent the
insolvency, bankruptcy or failure of UBS Group AG (an event described
in clause (b) or (c), a "Viability Event").
Conditional
Redemption
Subject to the conditions set out under "Trigger Event or Viability Event" and
"Forfeiture and Vesting Provisions" and except as mentioned below, the Issuer
may, at its sole discretion, redeem any issuance by way of either a cash payment
or delivery of AT1 securities on the First Call Date, provided that, where the
Issuer has elected to redeem an issuance by way of a cash payment, a
redemption will not occur until FINMA has approved it.
In case of a redemption by way of delivery of securities, the securities will be
perpetual AT1 securities issued or guaranteed by UBS or any other member of the
Group with substantially the same terms and provisions consistent with the Notional
Bond, including but not limited to, the same Trigger and Viability Events.
Furthermore, the aggregate value of the AT1 securities shall, subject to rounding,
equal the value of the Notional Bond (net of any applicable taxes and social security
contributions).
For issuances granted to US taxpayers, redemption will be on the First Call Date 1
March 2031 as mentioned above, such that if FINMA approval for any cash
settlement has not been given at the applicable point in time, issuances must be
settled by delivery of AT1 securities, on or about that date. Any AT1 securities
delivered at settlement shall be marketable subordinated UBS Group AG debt
instruments in the AT1 category having such terms and provisions consistent with
the Notional Bond terms and provisions as determined by UBS Group AG in its sole
discretion on or prior to the grant date.
Forfeiture and
Vesting
Provisions
Subject to the conditions set out under "Trigger Event or Viability Event",
issuances under the DCCP will vest after a minimum of five years.
An outstanding unvested issuance under the DCCP will generally be forfeited and
cancelled, and no further interest equivalents will generally be due or paid, due to
termination of employment or harmful acts by the employee. In certain
circumstances, vesting of outstanding awards under the DCCP may be subject to
conditions relating to the performance of the Group and/or the employee's
business division and similar conditions. In addition, with respect to any award
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granted to Group Executive Board members, if the Group does not generate an
adjusted pre-tax profit with respect to any financial year ending during or after the
year of grant, but prior to the relevant vesting date, the nominal amount of such
award will be reduced by 20% (for each year the Group does not generate an
adjusted pre-tax profit) of the nominal amount of such award on the relevant
grant date.
In case of death (in or out of service) or disability, an outstanding unvested
issuance under the DCCP will vest on the date that the employee's employment
contract terminates due to death or disability or any other date as determined by
the Issuer.
Vesting may be accelerated, and forfeiture provisions may be relaxed, in case of
early termination of the DCCP by, or change of control in, UBS Group AG.
Status
In the event of the liquidation or winding up of the Issuer under circumstances that
do not coincide with the occurrence of a Trigger Event or a Viability Event, the
holder will have a claim ranking junior to all rights and claims of priority creditors of
the Issuer (i.e., claims in respect of obligations of the Issuer (i) that are
unsubordinated or (ii) that are subordinated (including Tier 2 instruments) and do
not, or are expressly not stated to, rank pari passu with, or junior to, the Issuer's
obligations under the DCCP or any of the Issuer's obligations ranking pari passu
with the Issuer's obligations under the DCCP).
Governing
Law
Swiss law / in certain cases, New York law