UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

_________________

FORM 6-K

REPORT OF FOREIGN PRIVATE

ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Date: March 9, 2026

UBS Group AG

(

Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(Address of principal executive office)

Commission File Number: 1-36764

Indicate by check mark whether the registrant files or will file annual reports under cover of

Form 20-F or Form 40-F.

Form 20-F

☒

Form 40-F

☐

This Form 6-K consists of the UBS Group AG audited standalone financial statements for the year ended 31 December 2025

as well as the consent of Ernst & Young Ltd. with respect thereto, which appear immediately following this page.

UBS

Group AG

Standalone financial statements and regulatory

information for the year ended

31 December 2025

UBS Group AG standalone financial statements

Table of contents

Report of the statutory auditor on the financial statements

UBS Group AG standalone financial statements

Income statement

Balance sheet

Corporate information

Accounting policies

Investments in and merger of UBS AG and Credit

Suisse AG

Income statement notes

Dividend income from investments in subsidiaries

Financial income

Personnel expenses

Other operating expenses

Financial expenses

Balance sheet notes

Liquid assets

Other short-term receivables

Accrued income and prepaid expenses

Investments in subsidiaries

Financial assets

Current interest-bearing liabilities

Accrued expenses and deferred income

Long-term interest-bearing liabilities

Share capital

Treasury shares

Additional information

Assets pledged to secure own liabilities and assets

subject to retention of title

Contingent liabilities

Share ownership of the members of the Board of

Directors, the Group Executive Board and other

employees

and dividend distribution out of total profit and

capital contribution reserve

Cautionary statement

UBS Group AG standalone financial statements

UBS Group AG standalone financial statements

UBS Group AG standalone financial statements

Audited |

Income statement

USD m

CHF m

For the year ended

Note

31.12.25

31.12.24

31.12.25

31.12.24

Dividend income from investments in subsidiaries

13,349

3,193

10,585

2,936

Other operating income

Financial income

6,481

5,690

5,139

5,029

Income from valuation of investments in subsidiaries

3, 12

Operating income

19,836

8,956

15,728

8,030

Personnel expenses

Other operating expenses

123

Financial expenses

6,577

5,854

5,215

5,172

Impairment of investments in subsidiaries

3, 12

Operating expenses

6,765

5,962

5,364

5,268

Profit / (loss) before income taxes

13,071

2,994

10,364

2,762

Tax expense / (benefit)

Net profit / (loss)

13,070

2,994

10,363

2,762

UBS Group AG standalone financial statements

Balance sheet

USD m

CHF m

Note

31.12.25

31.12.24

31.12.25

31.12.24

Assets

Liquid assets

5,815

3,224

4,611

2,928

Marketable securities

Other short-term receivables

9,504

6,750

7,536

6,130

Accrued income and prepaid expenses

1,949

2,120

1,545

1,925

Total current assets

17,354

12,177

13,760

11,058

Investments in subsidiaries

73,276

73,325

58,102

66,586

of which: investment in UBS AG

3, 12

72,567

57,539

65,898

Financial assets

116,305

115,733

92,220

105,097

Other non-current assets

954

952

757

864

Total non-current assets

190,535

190,010

151,079

172,548

Total assets

207,888

202,187

164,839

183,606

of which: amounts due from subsidiaries

133,304

127,470

105,700

115,756

Liabilities

Current interest-bearing liabilities

8,100

9,136

6,423

8,296

Accrued expenses and deferred income

3,436

3,470

2,725

3,151

Total short-term liabilities

11,536

12,606

9,147

11,447

Long-term interest-bearing liabilities

120,598

120,171

95,625

109,128

Compensation-related long-term liabilities

4,677

4,053

3,709

3,681

Other long-term liabilities

504

878

400

798

Total long-term liabilities

125,780

125,103

99,733

113,606

Total liabilities

137,316

137,709

108,880

125,053

of which: amounts due to subsidiaries

1,773

3,325

1,406

3,020

Equity

Share capital

334

346

265

341

Statutory capital reserve

41,662

44,228

33,035

42,413

of which: capital contribution reserve

29,037

31,603

23,024

32,621

of which: other statutory capital reserve

12,625

10,011

9,792

Statutory earnings reserve

of which: reserve for treasury shares held by subsidiaries

Voluntary earnings reserve

23,460

23,395

18,602

19,148

Treasury shares

(7,959)

(6,517)

(6,310)

(6,141)

of which: against capital contribution reserve

(1,994)

(1,631)

(1,581)

(1,486)

Net profit / (loss)

13,070

2,994

10,363

2,762

Equity attributable to shareholders

70,573

64,478

55,958

58,553

Total liabilities and equity

207,888

202,187

164,839

183,606

1 The merger of UBS AG and Credit Suisse AG was completed on 31 May 2024.

2 The amount of the capital contribution reserve is subject to formal review and confirmation by the Swiss Federal Tax

Administration.

UBS Group AG standalone financial statements

Notes to the UBS Group AG standalone financial statements

Note 1

Corporate information

UBS Group AG is incorporated and

domiciled in Switzerland, and its registered

office is at Bahnhofstrasse 45, CH-8001

Zurich,

Switzerland.

UBS

Group

operates

under

Art.

620

seq.

the

Swiss

Code

Obligations

Aktiengesellschaft

(a corporation limited by shares).

The UBS Group AG

standalone financial statements are prepared

in accordance with the

principles of the Swiss

law on

accounting and financial reporting (32nd title of the Swiss Code of Obligations).

The significant accounting and valuation principles applied are described in Note 2.

UBS Group AG is the

ultimate holding company of the UBS

Group, the grantor of certain

deferred compensation plans

of UBS Group and the issuer of loss-absorbing capital notes, which qualify as Basel III additional tier 1 (AT1) capital on a

consolidated UBS Group basis, and senior unsecured debt, which contributes to the total loss-absorbing capacity (TLAC)

of the Group.

The proceeds

from the

issuances of

loss-absorbing AT1

capital notes

and TLAC-eligible

senior unsecured

debt instruments

are on

lent to

UBS AG

or were

on lent

to either

UBS AG

or Credit

Suisse AG

until the

two entities

merged on

31 May 2024.

›

Refer to Notes 14 and 16 for more information about the main terms and conditions of the loss-absorbing

AT1 capital notes and

TLAC-eligible senior unsecured debt instruments issued

In addition,

UBS Group

AG grants

Deferred Contingent

Capital Plan

(DCCP) awards

to UBS

Group employees.

These

DCCP awards also qualify as Basel III AT1 capital of the Group.

of 31

December 2025,

UBS

Group

’

distributable

items

for

the

purpose

AT1

capital

instruments

were

USD 70.2bn

(CHF 55.6bn)

(31 December 2024:

USD 64bn

(CHF 58.1bn)).

For

this

purpose,

distributable

items

are

defined in

the terms

and conditions of

the relevant

instruments as the

aggregate of

(i) net

profits carried

forward and

(ii) freely distributable reserves, in

each case less any

amounts that must be

contributed to legal reserves

under applicable

law.

In 2025, as approved by shareholders at

the Annual General Meeting (the AGM)

held on 10 April 2025, the cancellation

of 120,506,008 shares,

each with a

nominal value of

USD 0.10, acquired

under the 2022

share repurchase program,

was

executed. The

cancellation of

these shares

resulted in

reclassifications within equity

but had

no net

effect on

the total

equity attributable to shareholders. The share

capital has been reduced by

the nominal value of the

repurchased shares

upon cancellation,

i.e. USD

12m (CHF

10m). The

capital contribution

reserve and

the voluntary

earnings reserve

were

each

reduced

50%

the

total

capital

reduction

amount

exceeding

the

nominal

value

upon

cancellation

the

repurchased shares, i.e. each by USD 1,133m (CHF 898m).

Note 2

Accounting policies

Foreign currency translation

Transactions denominated in foreign currency are translated into US dollars at the spot

exchange rate on the date of

the

transaction. At the balance sheet

date, all current assets and short-term

liabilities, as well as

Financial assets

measured at

fair value that are denominated in a foreign currency,

are translated into US dollars using the closing exchange rate. For

Other non-current assets

and long-term

liabilities, where

the asset mirrors

the terms of

a corresponding

liability or the

asset and

liability otherwise

form an

economic hedge

relationship, the

asset and

liability are

treated as

one unit

of account

for foreign currency translation purposes, with

offsetting unrealized foreign currency

translation gains and losses based

on the

closing exchange

rate presented

net in

the income

statement.

Investments in

subsidiaries

measured at

historic

cost are translated at

the spot exchange rate on

the date of a contribution.

Currency translation effects from

dividends

paid

Swiss

francs

are

recognized

equity.

All

other

currency

translation

effects

are

recognized

the

income

statement.

The

main

currency

translation

rates

used

UBS

Group

are

provided

Note

the

“Consolidated

financial

statements” section of the UBS Group Annual Report 2025, available under “Annual reporting” at

ubs.com/investors

UBS Group AG standalone financial statements

Note 2

Accounting policies (continued)

Presentation currencies

The primary presentation currency of the standalone financial statements of UBS Group AG

is the US dollar, in line with

its functional currency. Amounts in Swiss francs are also presented for each component of the financial statements.

As of

1 January

2025, UBS

Group AG

has prospectively

adopted the

closing rate

method for

converting US

dollar amounts

into Swiss francs. Under this method, all assets, liabilities and equity positions, as well as income and expense items, are

converted at

the closing

rate. In

the comparative

period, UBS

Group AG

applied the

modified closing rate

method for

converting US dollar amounts into Swiss francs: assets and liabilities were converted at the closing rate, equity positions

historic

rates

and

income

and

expense

items

the

weighted

average

rate

for

the

period.

The

resulting

currency

translation effects

were recognized

separately in

Voluntary earnings

reserve

, amounting

to a

cumulative negative

currency

translation effect of CHF 2,137m as of 31 December 2024.

UBS Group AG

has updated the

accounting policy as

it provides a

more current and

more relevant presentation

of the

Swiss franc equivalents of the underlying US dollar amounts. The change in the accounting policy had no impact on the

amounts presented in the primary presentation currency, the US dollar.

Marketable securities

includes investment funds held to hedge granted deferred compensation awards with future cash

distributions linked to the

underlying funds. The holding

period is deemed short

term if the vesting

date of the awards

hedged by the funds is

within 12 months after the

balance sheet date. These are

equity instruments and are measured

at fair value

based on quoted

market prices or

other observable market

prices as of

the balance sheet

date. Gains and

losses resulting from fair value changes are recognized in

Financial income

and

Financial expenses

, respectively.

Financial assets

includes investment funds

with a long-term

holding period. The

holding period is

deemed long term

the vesting

date of

the awards

hedged by

the funds

is more

than 12

months after

the balance

sheet date.

These are

equity instruments and are measured at

fair value based on

their quoted market prices

or other observable market

prices

as of the balance sheet date.

Gains and losses resulting from

fair value changes are recognized

Financial income

and

Financial expenses,

respectively.

Financial assets

also includes loans to and fixed-term

deposits with UBS AG, as well

as debt securities of UBS AG

(initially

issued

Credit

Suisse

AG),

all

with

remaining

maturity

than

months.

The

loans

granted

UBS AG

substantially mirror the

terms of the

perpetual AT1 capital

notes and the

TLAC-eligible senior unsecured

debt instruments

issued.

The

debt

securities represent

downstream funding

that

substantially mirrors

the

terms of

TLAC-eligible

senior

unsecured debt instruments issued. These instruments are measured at cost value.

›

Refer to Note 13 for more information

Derivative instruments

UBS Group

AG uses

derivative instruments to

manage exposures

to foreign

currency risks

from investments

in foreign

subsidiaries and exposures

to interest

rate risk

from certain

fixed-rate debt

instruments. The

derivative instruments are

entered into with UBS AG, mirroring the conditions of the transactions that they enter into with third parties.

Derivative instruments are measured at fair value based

on quoted market prices or other observable market prices

as of

the balance sheet date. Unrealized gains

and losses are recognized on the

balance sheet as

Accrued income and prepaid

expenses

and

Accrued expenses

and deferred

income

, respectively.

Corresponding gains

and losses

resulting from

fair

value changes are recognized in

Financial income

and

Financial expenses

, respectively.

Hedge accounting

UBS Group

AG applies

the following

hedge accounting

policies where

requirements on

risk management,

documentation

and effectiveness are met.

Fair value hedges of interest rate risk related to debt instruments

UBS

Group

designates

certain

fixed-rate

issued

debt

instruments

and

fixed-to-floating

interest

rate

derivatives

hedged

items

and

hedging instruments,

respectively,

fair

value

hedge

accounting

relationships. The

hedged

risk

determined

the

change in

the

fair

value

the

issued

debt

instruments attributable

changes

the

designated

benchmark interest rates. The

effective portion of gains

and losses of the

hedging instruments is deferred

on the balance

sheet as

Accrued income

and prepaid expenses

Accrued expenses and deferred income

UBS Group AG standalone financial statements

Note 2

Accounting policies (continued)

Hedge accounting for Investments in subsidiaries

UBS Group

AG applies

hedge accounting

for certain

investments in

subsidiaries denominated

in currencies

other than

the

dollar,

which

are

designated

hedged

items.

For

this

purpose,

foreign

exchange

(FX)

derivatives,

mainly

forwards and FX swaps, are used and designated

as hedging instruments. The hedged risk is determined as

the change

in the fair

value of the

hedged item arising

solely from changes

in spot FX

rates. Consequently, UBS

Group AG designates

the spot

element of

the FX

derivatives as

hedging instruments.

Changes in

the fair

value of

the hedging

instruments

attributable to changes in forward

points are not part of

a hedge accounting designation and

are recognized in

Financial

income

Financial expenses

in the income statement. The

effective portion of gains and

losses of these FX derivatives is

deferred on

the balance

sheet as

Accrued income

and prepaid

expenses

Accrued expenses

and deferred

income

the extent

no change

is recognized

in the

carrying amount

of the

hedged item

arising from

changes in

spot FX

rates.

Otherwise, the effective portion of gains and losses of these FX derivatives is matched with the corresponding valuation

adjustments of the hedged item

recorded in the income statement

and recognized either as

a reduction of

Impairment

of investments in subsidiaries

or as

Extraordinary income

Investments in subsidiaries

Investments

subsidiaries

are

equity

interests

that

are

held

carry

the

business

the

UBS

Group

for

other

strategic purposes. They include all subsidiaries directly held by UBS Group AG through which UBS conducts its business

global

basis.

The

investments

are

carried

cost

less

impairment

and

generally

measured

individually.

the

comparative period, until the

then-contemplated merger,

which became effective

on 31 May

2024, the investments in

UBS

and

Credit

Suisse

were

combined

valuation

unit

these

investments

were

economically

closely

interlinked.

The carrying

amount of

an investment

is tested

for impairment

when indicators

of a

potential decrease

in value

exist,

which include

significant operating

losses incurred

or a

severe depreciation

of the

currency in

which the

investment is

denominated. If an investment in a subsidiary is impaired,

its value is generally written down to the recoverable amount.

Subsequent recoveries in value are

recognized up to the original

cost value if, in

the opinion of management, forecasts

of future

probability provide sufficient

evidence that an

increased recoverable amount

is supported. Management

may

exercise its discretion as to what extent, and in which period, a recovery in value is recognized.

›

Refer to Note 3 and Note 12 for more information

›

Refer to “Note 2a Segment reporting” in the “Consolidated financial statements” section of the UBS Group

Annual Report 2025,

available under “Annual reporting” at

ubs.com/investors

, for a description of businesses of the UBS Group

Long-term interest-bearing liabilities

Long-term interest-bearing liabilities include loss-absorbing capital notes and senior unsecured debt. They are presented

at nominal value.

Any difference

to nominal value,

e.g. premium, discount

or external costs

that are directly

related to

the issue,

is deferred

Other non-current

assets

Other long-term

liabilities

and amortized

Financial expenses

Financial

income

over

the

maturity

the

instrument

until

the

first

call

date

optional

redemption

date,

where

applicable.

›

Refer to Note 1 and Note 16 for more information

Treasury shares

Treasury

shares acquired

by UBS

Group AG

are recognized

at acquisition

cost and

are presented

as a

deduction from

shareholders’ equity.

Upon disposal of treasury

shares or settlement of

related share-based awards, any

realized gain or loss

is recognized in

Voluntary earnings

reserve

. Realized

gains and

losses from

settlement of

share-based awards

represent the

difference

between the acquisition cost of

the UBS Group AG shares

and the grant date fair

value of the share-based awards.

For

the year

ended 31 December

2025, a

net loss

of USD 391m

(CHF 310m) from

settlement of

share-based awards

was

recognized in

Voluntary earnings reserve

(2024 comparative period: net loss of USD 322m (CHF 291m)).

For UBS Group AG shares acquired by

a direct or indirect subsidiary, a

Reserve for treasury shares held by

subsidiaries

created in UBS Group AG’s equity.

›

Refer to Note 19 for more information

UBS Group AG standalone financial statements

Note 2

Accounting policies (continued)

Share-based and other deferred compensation plans

Share-based compensation plans

The

grant

date

fair

value

equity-settled

share-based

compensation

awards

granted

employees

generally

recognized

over the

vesting period

of the

awards.

Awards

granted by

UBS Group

AG in

the form

of UBS

Group

shares and notional shares are settled by delivering UBS Group AG shares at vesting, except in jurisdictions where this is

not permitted

for legal or

tax reasons. They

are recognized as

Compensation-related long-term

liabilities

if vesting

is more

than 12 months

after the balance sheet

date, or as

Accrued expenses and

deferred income

if vesting is

within 12 months

of the balance

sheet date.

The amount

recognized is adjusted

for forfeiture assumptions,

such that

the amount

ultimately

recognized is based on

the number of

awards that meet the

related service conditions

at the vesting

date. The grant

date

fair value is based

on the UBS Group AG

share price on the date

of grant, taking into

consideration post-vesting sale and

hedge restrictions, dividend rights, non-vesting conditions, and market conditions, where applicable.

Upon settlement of

the share-based awards,

any realized gain

or loss on

the treasury shares

is recognized in

Voluntary

earnings reserve

. Realized gains and losses from settlement of share-based

awards represent the difference between the

acquisition cost of the UBS Group AG shares and the grant date fair value of the share-based awards.

Other deferred compensation plans

Deferred compensation plans

that are not

share-based, including DCCP

awards and awards

linked to the

performance

of investment funds, are accounted for as cash-settled awards. The present value or fair value of the amount payable to

employees that

is settled

in cash

is recognized

as a

liability generally over

the vesting

period, as

Compensation-related

long-term liabilities

if vesting

is more than

12 months

after the

balance sheet

date, and

Accrued expenses

and deferred

income

if vesting is within 12 months from

the balance sheet date. The liabilities are

remeasured at each balance sheet

date at

the present

value of the

corresponding DCCP

award and

the fair

value of

investment funds linked

to deferred

compensation awards. Gains

and losses resulting

from remeasurement of the

liabilities are recognized in

Other operating

income

and

Other operating expenses

, respectively.

Recharge of compensation expenses

Expenses

deferred

compensation

plans

are

recharged

UBS

Group

its

subsidiaries

employing

the

personnel.

Upon

recharge,

UBS

Group

recognizes

receivable

from

its

subsidiaries

corresponding

liability

representing its obligation toward the employees.

Dispensations in the standalone financial statements

As UBS

Group AG

prepares consolidated

financial statements

in accordance

with IFRS,

UBS Group

AG is

exempt from

various disclosures

in the

standalone financial

statements. The

dispensations include

the management

report and

the

statement of cash flows, as well as certain note disclosures.

Note 3

Investments in and merger of UBS AG and Credit Suisse AG

In the

comparative period,

until the

then-contemplated merger, which

became effective

on 31

May 2024,

the investments

of UBS

Group AG

in both

UBS AG

and Credit

Suisse AG

were aggregated

for impairment

(reversal) testing

purposes.

Such an aggregation (i.e. “valuation unit”) was

permitted under the accounting rules applicable

to UBS Group AG given

that at this

time UBS AG

and Credit Suisse

AG were closely

interlinked. The applicable accounting

rules also permitted

the

historic cost

value for

the

investment in

Credit

Suisse AG,

per the

former Credit

Suisse Group

AG standalone

financial statements, to be combined with the cost value for the investment in UBS AG. The

book value assigned to the

investment in the combined entity (UBS AG and Credit Suisse AG) of

USD 72,567m (CHF 65,898m) was below the cost

value under

these rules

and below

the recoverable

amount determined

at that

time by

using a

discounted cash

flow

model based on the business plan for the combined entity.

UBS Group AG standalone financial statements

Income statement notes

Note 4

Dividend income from investments in subsidiaries

USD m

CHF m

For the year ended

31.12.25

31.12.24

31.12.25

31.12.24

Dividend income from UBS AG

13,000

3,000

10,308

2,758

Dividend income from UBS Business Solutions AG

116

193

178

Dividend income from Credit Suisse Trust AG

175

139

Dividend income from Credit Suisse International

Total dividend income

13,349

3,193

10,585

2,936

Note 5

Financial income

USD m

CHF m

For the year ended

31.12.25

31.12.24

31.12.25

31.12.24

Interest income on onward lending to UBS AG

5,406

5,269

4,287

4,655

Gains on partial early redemption of onward lending to UBS AG

1,2

754

598

Interest income on other interest-bearing assets

246

219

195

194

Fair value gains on investment funds

Other

180

160

Total financial income

6,481

5,690

5,139

5,029

1 The proceeds from

the issuances of loss-absorbing

AT1 capital notes

and TLAC-eligible senior unsecured

debt are on lent

to UBS AG (or

were on lent to

either UBS AG or

Credit Suisse AG,

until the two entities

merged on 31 May 2024). Refer to Note 3 for

more information.

2 Reflects a gain on partial early redemption of

onward lending related to legacy Credit Suisse senior

debt instruments which were repurchased in

tender offers executed in November 2025.

Note 6

Personnel expenses

For the years ended 31 December 2025 and 31 December

2024, personnel expenses amounted to USD 24m (CHF

19m)

and

USD

25m

(CHF

22m),

respectively.

They

included

recharges

from

UBS

and

UBS

Business

Solutions

for

personnel-related costs for activities performed by the personnel of those companies for the benefit of UBS Group AG.

UBS Group AG had no employees throughout 2025 and 2024. All employees of

the UBS Group, including the members

the

Group

Executive

Board

(the

GEB)

UBS

Group

AG,

were

employed

subsidiaries

UBS

Group

AG.

31 December 2025,

the UBS

Group employed

103,177 personnel

(31 December 2024:

108,648) on

a full-time

equivalent

basis.

Note 7

Other operating expenses

USD m

CHF m

For the year ended

31.12.25

31.12.24

31.12.25

31.12.24

Fair value losses on deferred compensation award liabilities linked to investment funds

Losses related to equity-settled awards

Capital tax

Other

Total other operating expenses

123

UBS Group AG standalone financial statements

Note 8

Financial expenses

USD m

CHF m

For the year ended

31.12.25

31.12.24

31.12.25

31.12.24

Interest expense on interest-bearing liabilities

5,820

5,824

4,615

5,145

Losses on repurchase of interest-bearing liabilities

754

598

Other

Total financial expenses

6,577

5,854

5,215

5,172

1 Reflects a loss from the repurchase of legacy Credit Suisse senior debt instruments in tender offers executed in November 2025.

UBS Group AG standalone financial statements

Balance sheet notes

Note 9

Liquid assets

USD m

CHF m

31.12.25

31.12.24

31.12.25

31.12.24

Current deposits

4,795

2,225

3,802

2,021

Cash collateral

520

871

413

791

Time deposits with UBS AG

500

129

396

117

Total liquid assets

5,815

3,224

4,611

2,928

Note 10

Other short-term receivables

USD m

CHF m

31.12.25

31.12.24

31.12.25

31.12.24

Onward lending to UBS AG

7,407

5,714

5,873

5,189

Time deposits with UBS AG

1,000

793

Receivables from employing entities related to compensation awards

1,002

906

795

823

Other

130

118

Total other short-term receivables

9,504

6,750

7,536

6,130

1 Short-term receivables

from the onward

lending to UBS

AG or to

either UBS AG

or Credit Suisse

AG (until the

two entities merged

on 31 May

2024) of the

proceeds from the

issuances of TLAC

-eligible senior

unsecured debt and loss-absorbing AT1 perpetual capital notes.

Note 11

Accrued income and prepaid expenses

USD m

CHF m

31.12.25

31.12.24

31.12.25

31.12.24

Accrued interest income

1,669

1,912

1,324

1,736

Deferred gains on FX derivatives

185

147

Other

157

143

Total accrued income and prepaid expenses

1,949

2,120

1,545

1,925

UBS Group AG standalone financial statements

Note 12

Investments in subsidiaries

Unless otherwise stated,

the subsidiaries

listed below have

share capital

consisting solely

of ordinary

shares, which

are

held

UBS

Group

UBS AG.

The

proportion

ownership

interest

held

equal

the

voting

rights

held

UBS Group AG

or UBS

AG. The

country where

the respective

registered

office is

located is

also the

principal place

business. UBS AG operates through

a global network of

branches and a significant proportion

of their business activity

is conducted outside Switzerland,

in the UK, the US,

Singapore, the Hong Kong SAR

and other countries. UBS Europe SE

has branches and

offices in a

number of EU

Member States, including

Germany,

France, Italy,

Luxembourg and Spain.

Share capital is provided in the currency of the legally registered office.

Individually significant subsidiaries of UBS Group AG as of 31 December 2025

Company

Registered office

Share capital in million

Equity interest accumulated in %

UBS AG

Zurich and Basel, Switzerland

USD

385.8

100.0

UBS Business Solutions AG

Zurich, Switzerland

CHF

1.0

100.0

1 UBS Business Solutions AG holds subsidiaries in China, India, Israel and Poland.

Individually significant subsidiaries of UBS AG as of 31 December 2025

Company

Registered office

Primary business

Share capital in million

Equity interest accumulated in %

Credit Suisse International

London, UK

Non-core and Legacy

USD

1.3

97.6

UBS Americas Holding LLC

Wilmington, Delaware, US

Group Items

USD

2,900.0

100.0

UBS Americas Inc.

Wilmington, Delaware, US

Group Items

USD

0.0

100.0

UBS Asset Management AG

Zurich, Switzerland

Asset Management

CHF

43.2

100.0

UBS Bank USA

Salt Lake City, Utah, US

Global Wealth Management

USD

0.0

100.0

UBS Europe SE

Frankfurt, Germany

Global Wealth Management

EUR

446.0

100.0

UBS Financial Services Inc.

Wilmington, Delaware, US

Global Wealth Management

USD

0.0

100.0

UBS Securities LLC

Wilmington, Delaware, US

Investment Bank

USD

1,283.1

100.0

UBS Switzerland AG

Zurich, Switzerland

Personal & Corporate Banking

CHF

10.0

100.0

1 Includes direct and indirect

subsidiaries of UBS AG.

2 UBS Group AG owns

the remaining 2.4%.

3 Consists of common share capital of

USD 1,000 and non-voting preferred share capital

of USD 2.9bn.

4 Consists

of common share capital of USD 100,000 and non-voting preferred share capital of USD 1.3bn.

Individually

significant

subsidiaries

UBS

are

those

entities

that

contribute

significantly

the

Group’s

financial

position or results of operations, based

on a number of criteria, including the

subsidiaries’ equity and their contribution

to the Group’s total assets and profit or loss before tax, in accordance with Swiss regulations.

›

Refer to “Note 27 Interests in subsidiaries and other entities” in the “Consolidated financial statements”

section of the UBS Group

Annual Report 2025, available under “Annual reporting” at

ubs.com/investors

, for more information

Note 13

Financial assets

USD m

CHF m

31.12.25

31.12.24

31.12.25

31.12.24

Long-term receivables from UBS AG

115,638

115,128

91,691

104,548

of which: onward lending

113,589

113,627

90,067

103,185

Investment funds at fair value related to awards vesting after 12 months

194

185

154

168

Other

473

420

375

381

Total financial assets

116,305

115,733

92,220

105,097

1 Onward lending to UBS AG (or to either UBS AG and Credit Suisse AG,

until the two entities merged on 31 May 2024) of the proceeds from the issuances of TLAC-eligible senior unsecured debt and loss-absorbing

AT1 perpetual capital notes.

UBS Group AG standalone financial statements

Note 14

Current interest-bearing liabilities

December

2025,

current

interest-bearing liabilities

totaled

USD

8,100m

(CHF

6,423m),

consisting

TLAC-

eligible senior unsecured debt instruments of

USD 7,407m (CHF 5,873m) and

loans from UBS AG and

UBS Switzerland

USD

693m

(CHF

549m).

31 December

2024,

current

interest-bearing

liabilities

totaled

USD 9,136m

(CHF 8,296m), consisting

of TLAC-eligible

senior unsecured

debt instruments

of USD 7,267m

(CHF 6,600m) and

loans

from UBS AG and UBS Switzerland AG of USD 1,868m (CHF 1,696m).

Current interest-bearing liabilities

Notes issued, overview by amount, maturity and coupon

31.12.25

31.12.24

Carrying amount

Currency

Notional

(million)

Contractual

maturity

First optional

call date

Coupon

in USD

in CHF

in USD

in CHF

TLAC-eligible senior unsecured notes

USD

2,500

26.3.25

n/a

3.75%

2,500

2,270

NOK

1,000

28.5.25

n/a

3.6%

GBP

500

8.8.25

n/a

2.75%

626

568

USD

2,500

24.9.25

n/a

4.125%

2,500

2,270

EUR

1,500

16.1.26

16.1.25

3M EURIBOR + 100 bps

1,554

1,411

CHF

150

23.2.26

n/a

1.25%

189

150

USD

2,000

15.4.26

n/a

4.125%

2,000

1,586

USD

2,000

17.4.26

n/a

4.55%

2,000

1,586

EUR

1,250

1.9.26

1.6.26

1.25%

1,468

1,164

USD

1,750

12.1.27

12.1.26

5.711%

1,750

1,388

Total TLAC-eligible senior unsecured notes

7,407

5,873

7,267

6,600

1 For TLAC-eligible

senior unsecured notes, the

disclosed coupon rate refers

to the contractual coupon

rate applied from the

issue date up to the

contractual maturity date or,

if applicable, to the

first optional call

date.

2 Instrument was redeemed on 16 January 2025.

3 UBS Group AG announced the call of this instrument on 19 December 2025 and executed it on 12 January 2026.

Note 15

Accrued expenses and deferred income

USD m

CHF m

31.12.25

31.12.24

31.12.25

31.12.24

Short-term portion of compensation-related liabilities

1,374

1,291

1,089

1,173

of which: Deferred Contingent Capital Plan

469

356

372

323

of which: other deferred compensation plans

905

936

717

850

Accrued interest expense

1,857

1,939

1,472

1,761

Other

206

239

163

217

Total accrued expenses and deferred income

3,436

3,470

2,725

3,151

UBS Group AG standalone financial statements

Note 16

Long-term interest-bearing liabilities

As of 31 December

2025, long-term interest-bearing liabilities

totaled USD 120,598m (CHF

95,625m), consisting of loss-

absorbing

AT1

perpetual

capital

notes

and

TLAC-eligible

senior

unsecured

debt

instruments

USD

120,128m

(CHF 95,252m)

and

fixed-term

loans

from

UBS

USD

471m

(CHF

373m).

31 December

2024,

long-term

interest-bearing

liabilities

totaled

USD 120,171m

(CHF 109,128m),

consisting

loss-absorbing

AT1

perpetual

capital

notes

and

TLAC-eligible

senior

unsecured

debt

instruments

USD 119,754m

(CHF 108,748m)

and

fixed-term

loans

from UBS AG of USD 418m (CHF 379m).

Long-term interest-bearing liabilities

Notes issued, overview by amount, maturity and coupon

31.12.25

31.12.24

Carrying amount

Currency

Notional

(million)

Contractual

maturity

First optional

call date

Coupon

in USD

in CHF

in USD

in CHF

High-trigger loss-absorbing additional tier 1 perpetual capital notes

USD

1,575

Perpetual

7.8.25

6.875%

1,575

1,430

CHF

275

Perpetual

13.11.25

303

275

USD

750

Perpetual

29.7.26

5.125%

750

595

750

681

USD

1,500

Perpetual

10.2.31

4.375%

1,500

1,189

1,500

1,362

USD

750

Perpetual

2.6.26

3.875%

750

595

750

681

CHF

265

Perpetual

16.2.27

3.375%

334

265

292

265

USD

1,500

Perpetual

12.2.27

4.875%

1,500

1,189

1,500

1,362

USD

1,750

Perpetual

13.11.28

9.25%

1,750

1,388

1,750

1,589

USD

1,750

Perpetual

13.11.33

9.25%

1,750

1,388

1,750

1,589

USD

1,000

Perpetual

12.4.31

7.75%

1,000

793

1,000

908

SGD

650

Perpetual

21.8.29

5.75%

505

401

476

432

SGD

675

Perpetual

21.12.29

5.6%

525

416

494

449

USD

1,500

Perpetual

10.9.29

6.85%

1,500

1,189

1,500

1,362

USD

750

Perpetual

5.8.30

6.6%

750

595

USD

1,250

Perpetual

5.2.35

1,250

991

AUD

1,250

Perpetual

29.9.30

6.375%

834

661

USD

1,500

Perpetual

10.2.30

1,500

1,189

USD

1,500

Perpetual

10.8.34

7.125%

1,500

1,189

Total high-trigger loss-absorbing additional tier 1 perpetual capital notes

17,699

14,034

13,639

12,386

Low-trigger loss-absorbing additional tier 1 perpetual capital notes

USD

1,250

Perpetual

19.2.25

1,250

1,135

Total low-trigger loss-absorbing additional tier 1 perpetual capital notes

1,250

1,135

TLAC-eligible senior unsecured notes

EUR

1,500

29.1.26

29.1.25

0.25%

1,554

1,411

CHF

150

23.2.26

n/a

1.25%

165

150

EUR

2,000

2.4.26

2.4.25

3.25%

2,072

1,881

USD

2,000

15.4.26

n/a

4.125%

2,000

1,816

USD

2,000

17.4.26

n/a

4.55%

2,000

1,816

USD

1,200

12.5.26

12.5.25

4.488%

1,200

1,090

USD

600

12.5.26

12.5.25

Compounded Daily SOFR + 158bps

600

545

USD

1,500

5.6.26

5.6.25

2.193%

1,500

1,362

USD

1,500

15.7.26

15.7.25

6.373%

1,500

1,362

EUR

1,250

1.9.26

1.6.26

1.25%

1,295

1,176

EUR

2,000

13.10.26

13.10.25

2.125%

2,072

1,881

EUR

1,250

3.11.26

3.11.25

0.25%

1,295

1,176

USD

1,750

12.1.27

12.1.26

5.711%

1,750

1,589

USD

1,300

30.1.27

30.1.26

1.364%

1,300

1,031

1,300

1,181

USD

2,000

2.2.27

2.2.26

1.305%

2,000

1,586

2,000

1,816

EUR

1,000

15.6.27

15.6.26

2.75%

1,175

931

1,036

941

EUR

1,500

24.6.27

24.6.26

1,762

1,397

1,554

1,411

USD

1,750

5.8.27

5.8.26

4.703%

1,750

1,388

1,750

1,589

USD

2,000

10.8.27

10.8.26

1.494%

2,000

1,586

2,000

1,816

GBP

750

30.9.27

30.9.26

1,011

801

939

853

JPY

8,300

27.10.27

27.10.26

0.904%

USD

1,250

22.12.27

22.12.26

6.327%

1,250

991

1,250

1,135

USD

2,250

9.1.28

9.1.27

4.282%

2,250

1,784

2,250

2,043

EUR

1,250

14.1.28

14.1.27

0.65%

1,468

1,164

1,295

1,176

EUR

1,000

24.2.28

n/a

0.25%

1,175

931

1,036

941

EUR

1,046

17.3.28

17.3.27

4.625%

1,229

974

1,084

984

USD

2,000

23.3.28

23.3.27

4.253%

2,000

1,586

2,000

1,816

JPY

5,000

4.4.28

4.4.26

1.1%

USD

1,200

12.5.28

12.5.27

4.751%

1,200

952

1,200

1,090

GBP

750

9.6.28

9.6.27

2.25%

1,011

801

939

853

USD

26.6.28

n/a

Zero coupon accreting (simple interest of 4.36%)

USD

697

11.8.28

11.8.27

6.442%

697

553

1,750

1,589

EUR

1,500

5.11.28

5.11.27

0.25%

1,762

1,397

1,554

1,411

JPY

20,000

9.11.28

9.11.27

0.973%

128

101

127

115

UBS Group AG standalone financial statements

Note 16

Long-term interest-bearing liabilities (continued)

Notes issued, overview by amount, maturity and coupon

31.12.25

31.12.24

Carrying amount

Currency

Notional

(million)

Contractual

maturity

First optional

call date

Coupon

in USD

in CHF

in USD

in CHF

TLAC-eligible senior unsecured notes

CHF

440

9.11.28

9.11.27

0.435%

555

440

485

440

USD

2,000

12.1.29

12.1.28

3.869%

2,000

1,586

2,000

1,816

EUR

2,055

1.3.29

1.3.28

7.75%

2,413

1,913

3,107

2,822

USD

15.4.29

15.4.27

Zero coupon accreting (annual yield of 5.9%)

EUR

1,250

12.5.29

12.5.28

3M EURIBOR + 98bps

1,468

1,164

CHF

360

24.8.29

24.8.28

0.375%

454

360

396

360

EUR

1,000

10.9.29

n/a

0.65%

1,175

931

1,036

941

USD

1,500

22.9.29

22.9.28

6.246%

1,500

1,189

1,500

1,362

GBP

400

3.11.29

3.11.28

1.875%

539

427

501

455

GBP

450

15.11.29

15.11.28

2.125%

606

481

563

512

USD

1,250

23.12.29

23.12.28

4.151%

1,250

991

USD

700

23.12.29

23.12.28

SOFR+84 bps

700

555

USD

1,750

8.2.30

8.2.29

5.428%

1,750

1,388

1,750

1,589

EUR

1,250

12.2.30

12.2.29

2.875%

1,468

1,164

EUR

100

11.3.30

11.3.29

1.19%

117

104

CNY

205

3.4.30

3.4.28

Zero coupon accreting (simple interest of 3.23%)

CHF

335

22.5.30

22.5.29

2.1125%

422

335

369

335

EUR

1,000

15.6.30

15.6.29

3.125%

1,175

931

1,036

941

CNY

600

7.7.30

7.7.28

2.63%

CNY

600

8.7.30

8.7.28

2.64%

CNY

1,094

11.8.30

11.8.28

2.6%

157

124

CNY

286

11.8.30

11.8.28

2.6%

CNY

200

11.8.30

11.8.28

2.6%

CNY

200

11.8.30

11.8.28

2.6%

CNY

200

11.8.30

11.8.28

2.6%

USD

1,500

13.8.30

13.8.29

3.126%

1,500

1,189

1,500

1,362

USD

1,750

13.9.30

13.9.29

5.617%

1,750

1,388

1,750

1,589

CNY

181

24.9.30

24.9.28

Zero coupon accreting (simple interest of 3.2%)

USD

22.11.30

22.11.28

Zero coupon accreting (simple interest of 6.02%)

USD

3.12.30

3.12.27

Zero coupon accreting (simple interest of 6.07%)

EUR

1,000

11.1.31

11.1.30

4.375%

1,175

931

1,036

941

USD

3,000

1.4.31

1.4.30

4.194%

3,000

2,379

3,000

2,724

USD

10.4.31

10.4.28

Zero coupon accreting (simple interest of 5.88%)

USD

26.6.31

26.6.28

Zero coupon accreting (simple interest of 6%)

EUR

30.7.31

30.7.27

4.06%

EUR

750

11.8.31

11.8.30

3.162%

881

698

USD

1,000

23.9.31

23.9.30

4.398%

1,000

793

USD

300

23.9.31

23.9.30

SOFR+106 bps

300

238

EUR

1,250

3.11.31

n/a

0.875%

1,468

1,164

1,295

1,176

USD

6.11.31

6.11.27

Zero coupon accreting (simple interest of 6.22%)

USD

13.11.31

13.11.28

Zero coupon accreting (simple interest of 6.23%)

USD

19.11.31

19.11.27

Zero coupon accreting (simple interest of 6.4%)

USD

23.1.32

23.1.31

Zero coupon accreting (annual yield of 5.04%)

USD

2,000

11.2.32

11.2.31

2.095%

2,000

1,586

2,000

1,816

EUR

977

17.3.32

17.3.31

4.75%

1,148

910

1,012

919

AUD

25.3.32

25.3.28

Zero coupon accreting (annual yield of 4.5%)

EUR

1,500

2.4.32

2.4.31

2.875%

1,762

1,397

1,554

1,411

USD

10.4.32

10.4.28

Zero coupon accreting (simple interest of 6.28%)

USD

11.4.32

11.4.28

Zero coupon accreting (simple interest of 6.07%)

USD

3,250

14.5.32

14.5.31

3.091%

3,250

2,577

3,250

2,951

USD

8.8.32

8.8.28

Zero coupon accreting (simple interest of 6.06%)

USD

10.9.32

10.9.30

SOFR+108 bps

EUR

21.9.32

21.9.27

4.03%

USD

13.11.32

13.11.28

Zero coupon accreting (simple interest of 6%)

EUR

1,500

18.1.33

n/a

0.625%

1,762

1,397

1,554

1,411

USD

1,500

11.2.33

11.2.32

2.746%

1,500

1,189

1,500

1,362

EUR

1,250

24.2.33

n/a

0.625%

1,468

1,164

1,295

1,176

JPY

10,000

16.3.33

n/a

1.82%

AUD

200

21.3.33

21.3.26

6.1%

133

106

124

112

EUR

1,250

9.6.33

9.6.32

4.125%

1,468

1,164

1,295

1,176

USD

1,500

5.8.33

5.8.32

4.988%

1,500

1,189

1,500

1,362

USD

759

12.8.33

12.8.32

6.537%

759

602

3,000

2,724

USD

14.8.33

14.8.28

Zero coupon accreting (simple interest of 6.15%)

GBP

750

7.9.33

7.9.32

7.375%

1,011

801

939

853

JPY

10,000

27.10.33

27.10.32

1.269%

UBS Group AG standalone financial statements

Note 16

Long-term interest-bearing liabilities (continued)

Notes issued, overview by amount, maturity and coupon

31.12.25

31.12.24

Carrying amount

Currency

Notional

(million)

Contractual

maturity

First optional

call date

Coupon

in USD

in CHF

in USD

in CHF

TLAC-eligible senior unsecured notes

USD

2,000

6.11.33

6.11.32

4.844%

2,000

1,586

USD

834

15.11.33

15.11.32

9.016%

834

661

2,000

1,816

USD

2,250

12.1.34

12.1.33

5.959%

2,250

1,784

2,250

2,043

EUR

1,500

12.2.34

12.2.33

3.25%

1,762

1,397

EUR

21.5.34

n/a

CHF

30.6.34

n/a

Zero coupon accreting (annual yield of 2.4726605548%)

EUR

100

4.7.34

11.7.28

2.455%

117

104

USD

20.9.34

20.9.30

5.06%

USD

1,750

22.9.34

22.9.33

6.301%

1,750

1,388

1,750

1,589

USD

2,250

8.2.35

8.2.34

5.699%

2,250

1,784

2,250

2,043

EUR

14.3.35

14.3.30

3.93%

AUD

18.8.35

18.8.30

Zero coupon accreting (annual yield of 2.5%)

USD

13.11.35

13.11.28

Zero coupon accreting (simple interest of 6.81%)

USD

24.11.35

24.11.26

2.21%

AUD

3.12.35

3.12.26

2.3%

USD

25.2.36

25.2.26

2.37%

USD

4.3.36

4.3.26

2.49%

USD

1,750

9.5.36

9.5.35

5.58%

1,750

1,388

EUR

30.7.36

30.7.27

4.285%

EUR

1,250

11.8.36

11.8.35

3.757%

1,468

1,164

USD

1,750

23.3.37

23.3.36

5.01%

1,750

1,388

EUR

17.5.37

16.5.27

3.73%

AUD

18.5.37

18.5.26

Zero coupon accreting (simple interest of 8.92%)

EUR

22.5.37

22.5.28

4.1%

EUR

24.6.37

24.6.28

3.983%

EUR

120

15.9.37

15.9.34

4.1%

141

112

124

113

AUD

9.2.38

9.2.26

Zero coupon accreting (annual yield of 6.85%)

EUR

15.2.38

15.2.33

4.5%

106

AUD

16.3.38

16.3.30

6.25%

AUD

17.3.38

17.3.26

Zero coupon accreting (simple interest of 9.8%)

EUR

21.11.38

21.11.30

Zero coupon accreting (annual yield of 5.61%)

105

EUR

30.11.38

30.11.32

5.05%

EUR

30.11.38

30.11.30

5.05%

USD

16.7.39

16.7.29

Zero coupon accreting (annual yield of 6.27%)

EUR

24.2.40

24.2.30

3.91%

EUR

3.3.40

3.3.28

3.94%

EUR

21.5.40

N/A

3.9%

EUR

30.5.40

N/A

EUR EURIBOR ICE Swap Rate + 1.21%

EUR

22.6.42

22.6.29

3.63%

EUR

8.9.42

8.9.32

4.09%

JPY

10,000

28.9.42

n/a

1.79%

EUR

16.1.43

16.1.33

4.85%

USD

1,500

11.2.43

11.2.42

3.179%

1,500

1,189

1,500

1,362

EUR

17.2.43

17.2.33

Zero coupon accreting (annual yield of 4.7250005926%)

EUR

29.6.43

29.6.33

5.05%

EUR

30.6.43

30.6.31

5.15%

EUR

17.1.44

17.1.29

4.79%

EUR

13.3.44

13.3.32

4.4%

EUR

23.5.44

23.5.29

Zero coupon accreting (annual yield of 5%)

EUR

14.6.44

14.6.27

4.8%

EUR

26.9.44

26.9.34

4.06%

AUD

14.3.45

14.3.30

Zero coupon accreting (simple interest of 11.55%)

USD

2,000

15.5.45

n/a

4.875%

2,000

1,586

2,000

1,816

EUR

4.9.45

4.9.35

4.25%

USD

1,500

6.9.45

6.9.44

5.379%

1,500

1,189

1,500

1,362

USD

29.3.47

29.3.27

Zero coupon accreting (annual yield of 4.02%)

USD

1,250

6.5.47

6.5.46

5.528%

1,250

991

USD

432

29.3.48

29.3.26

Zero coupon accreting (annual yield of 4.6%)

432

343

413

375

USD

209

29.6.48

29.6.26

Zero coupon accreting (annual yield of 5%)

209

166

199

181

USD

272

31.8.48

31.8.26

Zero coupon accreting (annual yield of 5%)

272

216

259

235

USD

145

26.10.48

26.10.26

Zero coupon accreting (annual yield of 5.35%)

145

115

138

125

USD

145

27.12.48

27.12.26

Zero coupon accreting (annual yield of 5.4%)

145

115

137

125

USD

172

30.1.49

30.1.26

Zero coupon accreting (annual yield of 5.35%)

172

137

163

148

USD

172

30.1.49

30.1.26

Zero coupon accreting (annual yield of 5.35%)

172

137

163

148

USD

143

30.1.49

30.1.26

Zero coupon accreting (annual yield of 5.3%)

143

113

136

123

UBS Group AG standalone financial statements

Note 16

Long-term interest-bearing liabilities (continued)

Notes issued, overview by amount, maturity and coupon

31.12.25

31.12.24

Carrying amount

Currency

Notional

(million)

Contractual

maturity

First optional

call date

Coupon

in USD

in CHF

in USD

in CHF

TLAC-eligible senior unsecured notes

USD

176

29.5.49

29.5.26

Zero coupon accreting (annual yield of 4.7%)

176

140

168

153

USD

173

27.6.49

27.6.26

Zero coupon accreting (annual yield of 4.5%)

173

137

166

150

USD

176

4.11.49

4.11.26

Zero coupon accreting (annual yield of 3.8%)

176

140

170

154

USD

147

4.3.50

4.3.26

Zero coupon accreting (annual yield of 3.6%)

147

117

142

129

USD

250

14.4.50

14.4.26

Zero coupon accreting (annual yield of 4%)

250

198

241

219

USD

121

22.5.50

22.5.26

Zero coupon accreting (annual yield of 3.5%)

121

117

106

USD

606

27.5.50

27.5.26

Zero coupon accreting (annual yield of 3.5%)

606

481

586

532

USD

22.9.50

22.9.26

Zero coupon accreting (annual yield of 2.8%)

USD

114

12.1.51

12.1.26

Zero coupon accreting (annual yield of 2.7%)

114

111

101

USD

378

29.1.51

29.1.26

Zero coupon accreting (annual yield of 2.8%)

378

300

368

334

USD

196

26.2.51

26.2.26

Zero coupon accreting (annual yield of 3%)

196

156

190

173

AUD

104

26.2.51

26.2.26

Zero coupon accreting (annual yield of 3.01%)

USD

310

26.5.51

26.5.26

Zero coupon accreting (annual yield of 3.5%)

310

246

300

272

EUR

16.8.52

16.8.32

Zero coupon accreting (annual yield of 4.04%)

116

102

AUD

7.12.53

7.12.26

Zero coupon accreting (simple interest of 16%)

JPY

4,100

25.7.54

25.7.29

2.8%

USD

21.2.55

21.2.28

Zero coupon accreting (simple interest of 15.4%)

USD

350

31.1.60

31.1.26

Zero coupon accreting (annual yield of 3.85%)

350

278

337

306

Total TLAC-eligible senior unsecured notes

102,429

81,218

104,864

95,227

1 For TLAC-eligible

senior unsecured notes, the

disclosed coupon rate

refers to the contractual

coupon rate applied from

the issue date up

to the contractual maturity

date or,

if applicable, to

the first optional call

date. For the

loss-absorbing additional tier 1

perpetual capital notes,

the disclosed coupon rate

refers to the contractual

fixed coupon rate

from the issue date

up to the first

optional call date.

2 Instrument was

redeemed on 7 August 2025.

3 Instrument was redeemed on 13 November

2025.

4 Convertible notes, i.e. upon

the occurrence of a trigger event or

a viability event the notes will be

converted into UBS Group

AG ordinary shares.

5 Instrument was redeemed on 19 February 2025.

6 Instrument was redeemed on 29 January 2025.

7 Instrument was redeemed on 2 April 2025.

8 Instrument was redeemed on 12 May

2025.

9 Instrument was

redeemed on 12

May 2025.

10 Instrument was

redeemed on 5

June 2025.

11 Instrument was

redeemed on 15

July 2025.

12 Instrument was

redeemed on 13

October 2025.

13 Instrument was redeemed on 3 November 2025.

14 UBS Group AG announced the call of this instrument on 19 December 2025 and executed it on 12 January

2026.

15 UBS Group AG announced the call of

this instrument on 8

January 2026 and

executed it on 30

January 2026.

16 UBS Group AG

announced the call of

this instrument on 15

January 2026 and

executed it on 2

February 2026.

17 Instrument was

partially repurchased in tender offers executed in November 2025.

18 UBS Group AG announced the call of this instrument on 23 January 2026 and executed it on 9 February

2026.

Note 17

Compensation-related long-term liabilities

USD m

CHF m

31.12.25

31.12.24

31.12.25

31.12.24

Long-term portion of compensation-related liabilities

4,677

4,053

3,709

3,681

of which: Deferred Contingent Capital Plan

1,642

1,476

1,302

1,341

of which: other deferred compensation plans

3,035

2,577

2,407

2,340

Total compensation-related long-term liabilities

4,677

4,053

3,709

3,681

Note 18

Share capital

As of 31 December

2025, the issued share

capital consisted of 3,341,581,714

fully paid registered shares with

a nominal

value of USD 0.10 each (31 December 2024: 3,462,087,722

shares with a nominal value of USD 0.10 each).

In 2025, as

approved

by the

AGM held

on 10

April 2025,

the cancellation

of 120,506,008

shares,

each with

a nominal

value of

USD 0.10, acquired under the 2022

share repurchase program, was executed. Share capital

was reduced by the nominal

value of the repurchased shares upon cancellation, i.e. USD 12m (CHF 10m).

›

Refer to the “UBS shares” section of the UBS Group Annual Report 2025, available

under “Annual reporting” at

ubs.com/investors

for more information about UBS Group AG shares

UBS Group AG standalone financial statements

Note 19

Treasury shares

Treasury Shares

Number of registered shares

Average price in USD

Average price in CHF

Balance as of 31 December 2023

253,233,437

19.97

19.22

of which: treasury shares held by UBS Group AG

251,812,721

19.91

19.18

of which: treasury shares held by UBS AG

1,420,716

30.33

26.76

Acquisitions

102,499,468

29.94

26.53

Disposals

(3,338,149)

28.82

25.53

Delivery of shares to settle equity-settled awards

(65,132,285)

22.67

20.41

Balance as of 31 December 2024

287,262,471

22.81

21.49

of which: treasury shares held by UBS Group AG

286,117,439

22.78

21.46

of which: treasury shares held by UBS AG and other subsidiaries

1,145,032

30.32

27.98

Effect of translating opening balance at closing rate

(0.78)

Balance as of 1 January 2025

20.71

Acquisitions

149,978,076

36.15

28.67

Disposals

(2,894,316)

30.73

24.37

Cancellation

(120,506,008)

18.90

14.99

Delivery of shares to settle equity-settled awards

(63,957,700)

25.72

20.39

Balance as of 31 December 2025

249,882,523

31.87

25.27

of which: treasury shares held by UBS Group AG

249,792,734

31.86

25.26

of which: treasury shares held by UBS AG and other subsidiaries

89,789

46.31

36.72

1 Treasury shares

held by UBS Group

AG had a carrying

value of USD 7,959m

(CHF 6,310m) as of

31 December 2025 (31

December 2024: USD 6,517m

(CHF 6,141m)).

2 Refer to Note 2

for more information.

3 In 2025, as approved by shareholders at

the Annual General Meeting (the

AGM) held on 10 April 2025,

the cancellation of 120,506,008 shares,

each with a nominal value of

USD 0.10, acquired under the 2022

share repurchase program, was executed. Refer to Note 1 for more information.

UBS Group AG standalone financial statements

Additional information

Note 20

Assets pledged to secure own liabilities and assets subject to retention of title

As of 31 December

2025, total pledged

assets of UBS

Group AG amounted

to USD 11,168m (CHF 8,855m).

These assets

consisted

certain

liquid

assets,

marketable

securities

and

financial

assets

and

were

pledged

UBS

AG.

31 December 2024,

total pledged

assets of

UBS Group

AG amounted

to USD

6,446m (CHF

5,854m). The

associated

liabilities

secured

these

pledged

assets

were

USD 937m

(CHF 743m)

and

USD

2,177m

(CHF

1,977m)

31 December 2025 and 31 December 2024, respectively.

December

2025,

liquid

assets

the

amount

USD

(CHF

4m)

were

held

escrow

account

(31 December 2024: USD 5m (CHF 5m)).

Note 21

Contingent liabilities

December

2025,

total

contingent

liabilities

UBS

Group

amounted

USD

823m

(CHF

652m).

The

contingent liabilities include indemnities,

guarantees, letters of responsibility and

letters of comfort issued

for the benefit

of subsidiaries and creditors of subsidiaries. In some instances

the amount of exposure of UBS Group AG is not specified

but relates to specific circumstances such as the solvency of subsidiaries, and therefore no related amount is included in

the

aforementioned

figure.

December

2024,

total

contingent

liabilities

UBS

Group

amounted

USD 1,466m (CHF 1,331m).

Joint and several liability – value-added tax

UBS Group AG is jointly

and severally liable for the combined value-added

tax (VAT)

liability of UBS entities that belong

to the VAT

group of UBS in Switzerland.

UBS Group AG standalone financial statements

Note 22

Share ownership of the members of the Board of Directors, the Group Executive Board and other

employees

Share ownership of the members of the Board of Directors, the Group Executive Board and other employees

Shares awarded

For the year ended 31.12.25

For the year ended 31.12.24

Number of shares

Value of shares in

USD m

Value of shares in

CHF m

Number of shares

Value of shares in

USD m

Value of shares in

CHF m

Awarded to members of the BoD

224,115

283,348

Awarded to members of the GEB

3,789,048

4,816,249

Awarded to other UBS Group employees

49,443,769

1,203

954

60,616,953

1,328

1,208

Total

53,456,932

1,271

1,008

65,716,549

1,401

1,274

1 Shares awarded to members of the

BoD during 2025 for the period from

the 2024 AGM to the 2025 AGM

were valued at CHF 30.328 and shares

awarded during 2024 for the period

from the 2023 AGM to the

2024 AGM were valued at CHF 24.435

(average closing price of UBS shares

over the last 10 trading days leading

up to and including the grant date).

Shares (including notional shares) awarded to

members of the

GEB in office during disclosed periods

and other UBS Group employees

were valued at weighted average

grant date fair value

(USD 29.65 for the year ended

31 December 2025 and USD 25.93 for

the year ended

31 December 2024). Shares awarded under the Long Term Incentive Plan (LTIP)

are shown at a value of 50% of the maximum opportunity both for 2025 and 2024 grants,

as communicated to the participants.

›

Refer to the “Compensation” section of the UBS Group Annual Report 2025, available under “Annual reporting”

ubs.com/investors

, for more information about the terms and conditions of the shares awarded

to the members of the Board of

Directors and the Group Executive Board

Number of shares of BoD members

Name, function

on 31 December

Number of shares held

Voting rights in %

Colm Kelleher,

Chairman

2025

642,893

0.049

2024

552,218

0.043

Lukas Gähwiler, Vice Chairman

2025

408,570

0.031

2024

385,609

0.030

Jeremy Anderson, Senior Independent Director

2025

181,449

0.014

2024

167,436

0.013

William C. Dudley, member

2025

83,654

0.006

2024

74,587

0.006

Patrick Firmenich, member

2025

84,442

0.006

2024

71,010

0.006

Fred Hu, member

2025

136,576

0.010

2024

124,370

0.010

Mark Hughes, member

2025

91,779

0.007

2024

80,239

0.006

Gail Kelly, member

2025

6,594

0.000

2024

0.000

Renata Jungo Brüngger, member

2025

0.000

2024

–

Julie G. Richardson, member

2025

157,486

0.012

2024

157,946

0.012

Lila Tretikov,

member

2025

0.000

2024

–

Jeanette Wong, member

2025

148,419

0.011

2024

133,761

0.010

Total

2025

1,941,862

0.147

2024

1,747,176

0.137

1 Includes blocked and unblocked shares held by BoD members,

including those held by related parties. No options were granted in 2025 and 2024.

UBS Group AG standalone financial statements

Note 22

Share ownership of the members of the Board of Directors, the Group Executive Board and other

employees (continued)

Share ownership / entitlements of GEB members

Name, function

31 December

Number of

unvested

shares / at

risk

Number of

vested shares

Total number

of shares

Potentially

conferred

voting

rights in %

Sergio P. Ermotti, Group Chief Executive Officer

2025

675,066

2,255,862

2,930,928

0.222

2024

1,023,411

1,732,094

2,755,505

0.215

George Athanasopoulos, Co-President Investment Bank

2025

317,190

359,865

677,055

0.051

2024

468,793

203,756

672,549

0.053

Michelle Bereaux, Group Integration Officer

2025

149,504

54,483

203,987

0.015

2024

164,063

12,824

176,887

0.014

Mike Dargan, Group Chief Operations and Technology Officer

2025

497,801

497,864

0.038

2024

465,358

26,815

492,173

0.038

Aleksandar Ivanovic, President Asset Management

2025

188,402

0.014

2024

143,704

65,697

209,401

0.016

Robert Karofsky, President UBS Americas and Co-President Global Wealth Management

2025

765,382

492,663

1,258,045

0.095

2024

1,139,539

424,520

1,564,059

0.122

Sabine Keller-Busse, President Personal & Corporate Banking

and President UBS Switzerland

2025

708,724

602,859

1,311,583

0.099

2024

982,710

425,317

1,408,027

0.110

Iqbal Khan, Co-President Global Wealth Management and President UBS Asia Pacific

2025

1,043,565

253,268

1,296,833

0.098

2024

1,140,180

179,433

1,319,613

0.103

Barbara Levi, Group General Counsel

2025

503,567

234,490

738,057

0.056

2024

539,142

99,876

639,018

0.050

Beatriz Martin Jimenez, Head Non-core and Legacy and President UBS EMEA

2025

373,335

149,455

522,790

0.040

2024

426,691

180,706

607,397

0.047

Markus Ronner, Group Chief Compliance and Governance Officer

2025

518,931

202,968

721,899

0.055

2024

613,246

4,436

617,682

0.048

Stefan Seiler, Head Group Human Resources & Corporate Services

2025

232,913

177,155

410,068

0.031

2024

299,428

91,393

390,821

0.031

Todd Tuckner,

Group Chief Financial Officer

2025

255,864

259,379

515,243

0.039

2024

279,344

279,647

558,991

0.044

Marco Valla, Co-President Investment Bank

2025

325,291

50,623

375,914

0.028

2024

244,051

13,847

257,898

0.020

Damian Vogel, Group Chief Risk Officer

2025

115,331

50,886

166,217

0.013

2024

74,256

23,919

98,175

0.008

Total

2025

6,670,866

5,144,019

11,814,885

0.894

2024

8,003,916

3,764,280

11,768,196

0.920

1 Includes all vested and unvested shares of

GEB members, including those held by related parties. No options

were held in 2025 and 2024 by

any GEB member or any of

its related parties. Refer to “Note 26 Employee

benefits: variable compensation” in the “Consolidated financial

statements” section of the UBS Group Annual

Report 2025, available under “Annual reporting” at ubs.com/investors, for more information.

2 Includes

shares granted under

variable compensation plans

with forfeiture provisions.

For the 2019/20,

2020/21, 2021/22 and

2022/23 LTIP

awards, the

values reflect the

final value.

For all other

LTIP awards,

the values

reflect the fair value awarded at grant. The

actual number of shares vesting in the future will be calculated

under the terms of the plans. Refer to the

“Group compensation” section of the UBS Group Annual Report

2025, available under “Annual reporting” at ubs.com/investors,

for more information about the plans.

UBS Group AG standalone financial statements

Note 23

Related parties

Related parties are defined under

the Swiss Code of Obligations as

direct and indirect participants

with voting rights of

20% or more, management bodies (BoD and GEB), external auditors and direct and indirect investments in subsidiaries.

Payables due to members of the GEB and the external auditors are provided in the table below. Amounts due from and

due to subsidiaries are provided on the face of the balance sheet.

Related parties

USD m

CHF m

31.12.25

31.12.24

31.12.25

31.12.24

Payables due to the members of the GEB

233

185

168

of which: Deferred Contingent Capital Plan

106

of which: other deferred compensation plans

128

106

101

Payables due to external auditors



UBS Group AG standalone financial statements

Statement of proposed appropriation of total profit

and dividend distribution out of total profit and

capital contribution reserve

The Board of Directors (the

BoD) proposes that the Annual

General Meeting of Shareholders on

15 April 2026 approve

the appropriation of total profit and an ordinary dividend distribution of USD 1.10 (gross) in cash per share of USD 0.10

nominal value under the terms set out below:

Proposed appropriation of and dividend distribution out of total profit

USD m

CHF m

For the year ended

31.12.25

Net profit for the period

13,070

10,363

Profit / (loss) carried forward

Total profit available for appropriation

13,070

10,363

Appropriation of total profit

Appropriation to voluntary earnings reserve

(11,232)

(8,906)

Dividend distribution: USD 1.10 (gross) per dividend-bearing share, USD 0.55 of which out of total profit

(1,838)

(1,457)

Profit / (loss) carried forward

1 Dividend-bearing shares

are all shares

issued except for

treasury shares held

by UBS Group

AG as of

the record date.

The amount

of USD 1,838m presented

is based on

the total number

of shares issued

as of

31 December 2025. If the final total

amount of the dividend is higher

or lower, the

difference will be balanced through the

appropriation to the voluntary earnings

reserve.

2 For illustrative purposes,

converted at

the closing exchange rate as of 31 December 2025.

Proposed dividend distribution (50%) out of capital contribution reserve

USD m

CHF m

For the year ended

31.12.25

Statutory capital reserve, of which capital contribution reserve before proposed distribution

29,037

23,024

Dividend distribution: USD 1.10 (gross) per dividend-bearing share, USD 0.55 of which out of capital contribution reserve

(1,838)

(1,457)

Statutory capital reserve, of which capital contribution reserve after proposed distribution

27,199

21,567

1 Dividend-bearing shares are

all shares issued

except for treasury

shares held by

UBS Group AG

as of the

record date.

The amount

of USD 1,838m presented

is based on

the total number

of shares issued

as of

31 December 2025.

2 For illustrative purposes, converted at the closing exchange

rate as of 31 December 2025.

As set out above,

half of the ordinary

dividend distribution of USD 1.10 (gross)

in cash per share

is payable out of

total

profit, and the other half is payable out of the capital contribution reserve. The portion of the dividend paid out of total

profit will be subject to a 35% Swiss withholding tax.

The ordinary dividend distribution is declared

in US dollars. Shareholders whose shares

are held through SIX SIS

AG will

receive dividends

in Swiss

francs, based

on a

published exchange

rate calculated

up to

five decimal

places on

the day

prior to the

ex-dividend date. Shareholders

holding shares through

DTC or directly

registered in the

US share register

with

Computershare will be paid dividends in US dollars.

In May 2024, the US

changed its settlement practice

from t+2, as common in

Europe, to t+1, to reduce

the risk between

the execution

and settlement

of a

trade. To

align the

two different

settlement practices regarding

the corporate event

key dates, UBS decided to set the ex-dividend date on the NYSE one day later than on the SIX Swiss Exchange. Provided

that

the

proposed

dividend

distribution

out

the

total

profit

and

the

capital

contribution

reserve

approved,

the

payment of USD 1.10 (or

the Swiss franc equivalent)

per share will be made

on 23 April 2026 to

holders of shares on the

record date 22 April 2026

on the SIX Swiss Exchange

and the NYSE. However, on

the SIX Swiss Exchange, the

shares will

traded

ex-dividend

April

2026

and,

accordingly,

the

last

day

which

the

may

traded

with

entitlement to

receive the

dividend will

be 20

April 2026.

On the

NYSE, the

shares will

be traded

ex-dividend as

of 22 April

2026, and the last

day on which the

shares may be

traded with entitlement

to receive the dividend

will be 21 April 2026.

Cautionary statement |

This report and

the information contained

herein are provided solely

for information purposes,

and are not

to be construed

as solicitation

of an offer to buy or sell any

securities or other financial instruments in Switzerland, the United

States or any other jurisdiction. No investment decision relating

to securities of or relating to UBS Group

AG, UBS AG or their affiliates should be made on

the basis of this report. Refer to UBS’s most

recent annual report on

Form 20-

quarterly reports and

other information furnished

to or filed

with the US

Securities and Exchange

Commission (the SEC)

on Form 6-K,

available at

ubs.com/investors

, for additional information.

Rounding |

Numbers presented throughout this report may not add up precisely to the totals provided in the tables and

text. Percentages and percent changes

disclosed in text and

tables are calculated

on the basis of

unrounded figures. Absolute

changes between reporting

periods disclosed in the

text, which can be

derived from numbers presented in related tables, are calculated on a rounded basis.

Tables

Within tables, blank fields generally indicate non-applicability

or that presentation of any content

would not be meaningful, or that

information is not

available as of the relevant date or for the relevant period.

Zero values generally indicate that the respective figure is zero

on an actual or rounded basis. Values

that are zero on a rounded basis can be either negative or positive on an actual basis.

Websites |

In this report, any

website addresses are provided

solely for information

and are not intended

to be active

links. UBS does

not incorporate the

contents

of any such websites into this report.

UBS Group AG

P.O. Box

CH-8098 Zurich

ubs.com

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in each of the following registration statements:

(1)

on Form F-3 (Registration Number 333-293403),

(2)

on Form S-8 (Registration Numbers 333-200634; 333-200635; 333-200641; 333-200665; 333-215254; 333-

215255; 333-228653; 333-230312; 333-249143; and 333-272975), and

(3)

each related prospectus currently outstanding under any of the aforementioned registration statements,

of our report dated 6 March 2026, with respect to the standalone financial statements of UBS Group AG for the year

ended 31 December 2025 included in this Report of Foreign Private Issuer (Form 6-K) dated 9 March 2026, filed with

the Securities and Exchange Commission.

/s/ Ernst & Young Ltd

Basel, Switzerland

9 March 2026

This Form 6-K is hereby incorporated by reference into (1) the registration statement on Form F-3 (Registration

Number 333-293403), (2) the registration statements of UBS Group

AG on Form S-8 (Registration Numbers 333-

200634; 333-200635; 333-200641; 333-200665; 333-215254; 333-215255; 333-228653;

333-230312; 333-249143

and 333-272975), and (3) into each prospectus outstanding under any of the foregoing registration statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

UBS Group AG

By: _/s/ Steffen Henrich__________

Name: Steffen Henrich

Title: Group Controller

By:

/s/ David Kelly

Name:

David Kelly

Title:

Managing Director

Date:

March 9, 2026

UBS Group AG 6-K