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UBS AG is offering $2.307 million of two-year, unsecured Trigger Callable Contingent Yield Notes linked to the worst performer of the Russell 2000 Index (RTY) and the S&P 500 Index (SPX). Each $1,000 note pays a monthly contingent coupon of 11.00% p.a. ($9.1667) only if both indices close at or above their 75% coupon barriers (RTY 1,676.120; SPX 4,694.81) on the relevant observation date. Coupons are forgone for any month in which either index is below its barrier.

Early-call feature: Starting three months after issuance, UBS may redeem the notes on any monthly observation date for par plus the coupon, limiting upside but ending exposure. Principal protection is contingent. If the notes are not called and the final level of either index is below its 70% downside threshold (RTY 1,564.379; SPX 4,381.83), investors suffer a loss matching the full percentage decline of the worst index, down to 100% of principal.

Key economic terms: strike date 11-Jul-2025; maturity 15-Jul-2027; estimated initial value $983.50 vs $1,000 issue price (reflecting fees, hedging and funding spreads); underwriting discount $4.50 per note; notes will not be listed and secondary liquidity is expected to be limited. All payments depend on UBS鈥檚 credit; the product ranks pari-passu with other senior unsecured debt.

Main risks highlighted: potential loss of some or all principal; unreliable cash-flow as coupons are contingent; negative correlation risk between indices; issuer call reinvestment risk; lack of market listing; uncertain U.S. tax treatment; and exposure to UBS creditworthiness, including Swiss bail-in regime.

The instrument targets yield-oriented investors willing to trade liquidity and principal certainty for a high, but conditional, coupon linked to U.S. equity performance.

Form 4 filing 鈥� The Kroger Co. (KR)

Vice President & Controller Brian W. Nichols reported a single insider transaction on 14 Jul 2025:

• Transaction code F (share withholding to cover taxes or exercise price) involving 118 shares of Kroger common stock at a price of $72.27 per share (鈮� $8.5 thousand).
• Following the transaction, Nichols鈥� direct ownership stands at 10,258 shares.

No derivative securities were reported, and there were no additional purchases, sales, or option exercises disclosed. The filing was signed on 15 Jul 2025 by an attorney-in-fact.

This appears to be a routine tax-related share withholding representing roughly 1.1 % of Nichols鈥� reported holdings and is immaterial relative to Kroger鈥檚 total share count.

The 07/15/2025 Form 4 reveals that Kroger (KR) Group Vice President Megan N. Shaffer had 117 common shares withheld on 07/14/2025 under transaction code F (tax-withholding for equity vesting) at $72.27 per share. Following the transaction, Shaffer directly owns 28,268 KR shares. The disposal equates to roughly $8.5 thousand in value and represents far less than 0.001 % of Kroger鈥檚 shares outstanding, indicating a routine, non-material event for investors.

Form 4 highlights for The Kroger Co. (KR) filed 14 Jul 2025:

• Reporting person: Director Clyde R. Moore.
• Sale: 26,814 common shares on 11 Jul 2025 at a weighted-average $70.50 (price range $70.305-$70.735), generating roughly $1.9 million in proceeds.
• Gift: 12,250 common shares on the same date (code 鈥淕鈥�, no consideration).
• Post-transaction ownership: 86,893 shares held directly, down from an estimated 125,957 shares before the transactions鈥攁n overall reduction of about 31 % of Moore鈥檚 stake.
• No derivative security activity was reported.

The filing shows a meaningful, though not controlling, reduction in the director鈥檚 personal exposure to KR equity. Investors often monitor insider sales for sentiment signals, but the combination of a sale and a charitable/other gift tempers interpretation. Moore remains a substantial shareholder with 86.9 k shares.

Form 4 filing: Vice President & Controller Brian W. Nichols reported a single code 鈥淔鈥� transaction on 11 Jul 2025. A code F event reflects shares withheld by the issuer to satisfy tax obligations related to equity compensation. Nichols disposed of 97 Kroger (KR) common shares at $70.58, a market value of roughly $6,846. Following the withholding, he directly owns 10,376 shares. No derivative securities were involved. Given the very small size of the transaction鈥攔epresenting an immaterial fraction of Kroger鈥檚 outstanding shares鈥攖he filing is considered routine and non-material for investors.

Form 4 filing for The Kroger Co. (KR) shows Group Vice President Megan N. Shaffer satisfied tax-withholding obligations on 11 Jul 2025 by surrendering 474 common shares (Transaction code F). The shares were valued at $70.58 each, implying a total of roughly $33 k. After the transaction Ms. Shaffer directly owns 28,385 shares of Kroger common stock. No derivative transactions or additional insider activity were reported. Given Kroger鈥檚 multibillion-dollar market capitalization, the size and nature of this routine tax-related disposition are immaterial to the company鈥檚 financial outlook.

Form 144 filing overview: An unidentified stakeholder of The Kroger Co. (KR) has filed a Form 144 indicating an intent to sell up to 26,814 common shares through Fidelity Brokerage Services on or about 11 July 2025. The proposed sale represents roughly 0.004 % of Kroger鈥檚 661.2 million shares outstanding and carries an aggregate market value of US$1.89 million.

Source of shares: All shares were acquired via restricted-stock vesting between 2015 and 2023 as part of compensation agreements with the issuer. No other share sales have been reported by the filer in the past three months.

Key takeaways for investors:

• The filing signals a modest insider-initiated liquidity event rather than a major divestment.
• The absence of additional recent sales and the small percentage of total shares outstanding limit the potential market impact.
• No material adverse information is asserted by the filer, as certified in the Form 144 representation.

Form 4 overview: Kroger (KR) independent director Elaine L. Chao reported a routine deferred-compensation accrual on 06/30/2025. She acquired 375.3754 phantom stock units at a reference price of $69.93 under the company鈥檚 Director Deferred Compensation Plan. Phantom shares are cash-settled and do not represent immediate ownership of common stock.

Post-transaction holdings:

• Common stock held directly: 4,083.512 shares
• Phantom stock units: 4,887.2626 units

Key context: 鈥� The transaction was coded 鈥淎鈥� (acquisition) and stems from regular board compensation, not an open-market trade. 鈥� No common shares were bought or sold. 鈥� There is no change in Kroger鈥檚 fundamentals or guidance disclosed in the filing. For investors, the filing mainly updates the director鈥檚 ownership ledger and carries negligible market impact.