瑞银集团美股招股说明书(2026-02-19版)

UBS Group AG We, UBS Group AG (the “Issuer”), are offering, under the terms and conditions described in this prospectus, to rescind (the “Rescission Offer”)the previous purchase of the securities listed in the table below (the “Subject Securities”) by certain purchasers who acquired Subject Securities duringthe period from May1, 2022 to the date of this prospectus (the “Relevant Period”) (i)on or after June12, 2023 (the “Merger Date”), from the Issuer oran affiliate of the Issuer or (ii)before the Merger Date, from Credit Suisse Group AG (“CSG”) or an affiliate of CSG at such time (an “ApplicableTransaction”). For further information on the Subject Securities, see “The Rescission Offer—Terms of the Rescission Offer—Subject Securities.” The Subject Securities were originally issued by an affiliate of CSG pursuant to a registration statement under Section5 of the Securities Act of1933, as amended (the “Securities Act”). Affiliates of CSG made a market in the Subject Securities, including by conducting secondary resales of theSubject Securities to unaffiliated investors (the “Market-Making Transactions”), without an effective registration statement under the Securities Act. Onthe Merger Date, upon the merger between UBS Group and CSG, UBS Group AG was substituted as issuer with respect to the then outstanding SubjectSecurities, and affiliates of UBS Group AG continued the Market-Making Transactions without an effective registration statement under the SecuritiesAct. As such, certain offers and sales of the Subject Securities were not made in full compliance with the Securities Act, giving rise to rights ofrescission for certain purchasers of the Subject Securities in an Applicable Transaction (the “Applicable Securities”). As a result, the Issuer has elected tomake the Rescission Offer to those purchasers (each such purchaser, an “Eligible Investor”). The eligibility requirements for purchasers to take part inthe Rescission Offer are described in this prospectus in the section entitled “The Rescission Offer” beginning on page 18. If you are an Eligible Investor and accept the Rescission Offer, you will receive, upon satisfaction of the conditions set forth in this prospectus, thefollowing: •In the case of an Eligible Current Investor, an amount equal to the purchase price paid for the relevant Applicable Security in the ApplicableTransaction,plusinterest on such purchase price from the settlement date of such Applicable Transaction to, and including, the earlier to occur of(x)the date that is five business days after the Expiration Date (as defined below) and (y)the Settlement Date (as defined below) (the “EligibleCurrent Investor Applicable Period”)lessthe amount of any interest, coupon payments, principal or other income received on such ApplicableSecurity. For the definition of Eligible Current Investors, see “The Rescission Offer—Terms of the Rescission Offer—Eligibility Requirements.” Table of Contents •In the case of an Eligible Former Investor, an amount equal to the excess, if any, of the purchase price paid for the relevant Applicable Securityover the proceeds from the Applicable Disposition (as defined below),plusinterest (i)on the purchase price paid for such Applicable Securityfrom the settlement date of the Applicable Transaction to, and including, the date on which such Applicable Security either matured at a loss or thesettlement date of the transaction in which such Applicable Security was sold at a loss (such maturity or transaction, the “Applicable Disposition”and such period, the “Eligible Former Investor Holding Applicable Period”) and (ii)on the loss realized from such Applicable Disposition fromthe date of such Applicable Disposition to, and including, the earlier to occur of (x)the date that is five business days after the Expiration Date and(y)the Settlement Date (the “Eligible Former Investor Applicable Period”),lessthe amount of any interest, coupon payments, principal (exceptfor principal repaid at maturity) or other income received on such Applicable Security. For the definition of Eligible Former Investors, see “TheRescission Offer—Terms of the Rescission Offer—Eligibility Requirements.” We refer to each of the Eligible Current Investor Applicable Period, Eligible Former Investor Holding Applicable Period and Eligible FormerInvestor Applicable Period as an “Applicable Period.” IF YOU ACCEPT THE RESCISSION OFFER, YOU WILL NOT BE PAID ANY OTHER AMOUNTS ON YOUR APPLICABLE SECURITIESOTHER THAN AS SET OUT ABOVE. The Subject Securities have now been registered by means of the registration statement on Form F-3 of which this prospectus forms a part.Accordingly, whether or not you accept the Rescission Offer, as of the date of this prospectus your Subject Securities will be deemed to have beenoffered and sold under an effective registration statement. The Subject Securities currently are unrestricted securities, meaning that they are not“restricted securities” within the meaning