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 16, 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-

Form 20-F

☒

Form 40-F

☐

This Form 6-K consists of the Invitation to the Annual General Meeting of UBS Group AG and news

release with the related agenda, which appear immediately following this page.

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 16 March 2026

Page 1

16 March 2026

Ad hoc announcement pursuant to Article 53 of the SIX Exchange Regulation Listing Rules

News Release

UBS publishes agenda for its Annual General Meeting on 15 April 2026

•

Lukas Gähwiler,

William C. Dudley and Jeanette Wong will not not stand for re-election

•

Markus Ronner,

Agustín Carstens and Luca Maestri nominated for election to the Board

of Directors

•

All other members of the Board of Directors will stand for re

-election

•

The Board of Directors of UBS Group AG proposes

an ordinary dividend of USD 1.10

(gross) in cash per share for the 2025 financial year

Zurich, 16 March 2026 – UBS Group AG will hold its 2026 Annual General Meeting (AGM) on 15 April 2026

at 10:30am CEST in Basel. The AGM will be held in German and English and broadcast live in both languages

on ubs.com/agm.

The invitation, including information on individual agenda items, is available at ubs.com/agm.

Agenda

Approval of the UBS Group AG management report and consolidated and standalone financial

statements for the 2025 financial year

Advisory vote on the UBS Group AG Compensation Report 2025

Advisory vote on the UBS Group AG Sustainability Report 2025

Appropriation of total profit and distribution of ordinary dividend out of total profit and capital

contribution reserve

Discharge of the members of the Board of Directors and the Group Executive Board for the 2025

financial year

Re-elections and elections of members of the Board of Directors

6.1.

Colm Kelleher, as Chairman of the Board

of Directors

6.2.

Jeremy Anderson

6.3.

Patrick Firmenich

6.4.

Fred Hu

6.5.

Mark Hughes

6.6.

Renata Jungo Brüngger

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 16 March 2026

Page 2

6.7.

Gail Kelly

6.8.

Julie G. Richardson

6.9.

Lila Tretikov

6.10.

Agustin Carstens

6.11.

Luca Maestri

6.12.

Markus Ronner

Re-elections and election of the members of the Compensation Committee

7.1.

Julie G. Richardson

7.2.

Gail Kelly

7.3.

Patrick Firmenich

Approval of compensation for the members of the Board of Directors and the Group Executive Board

8.1.

Approval of the maximum aggregate amount of compensation for the members of the Board of

Directors from the 2026 AGM to the 2027 AGM

8.2.

Approval of the aggregate amount of variable compensation for the members of the Group

Executive Board for the 2025 financial year

8.3.

Approval of the maximum aggregate amount of fixed compensation for the members of the

Group Executive Board for the 2027 financial year

Re-elections

9.1.

Re-election of the independent proxy,

ADB Altorfer Duss & Beilstein AG, Zurich

9.2.

Re-election of the auditors, Ernst & Young Ltd, Basel

10.

Ordinary reduction of share capital by way of cancellation of shares repurchased under the 2024 share

repurchase program

UBS Group AG

Investor contact

Switzerland:

+41-44-234 41 00

Americas:

+1-212-882 5734

Media contact

Switzerland:

+41-44-234 85 00

UK:

+44-207-567 47 14

Americas:

+1-212-882 58 58

APAC:

+852-297-1 82 00

www.ubs.com/media

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 16 March 2026

Page 3

representatives of the media

16 March 2026

Invitation to the 2026 UBS AGM

Dear Sir or Madam,

You are

invited to attend UBS Group AG’s Annual General Meeting on

15 April 2026 at 10:30am CEST in

Basel

. Doors will open at 9:30am CEST.

For organizational purposes, participants need to

8 April 2026,

providing us via mail

(mediarelations@ubs.com)

with the following information:

Last name/first name; Your Organization;

Telephone;

. Upon receipt of your registration, we will send you a confirmation that you will need to

present on the day to gain access to the Annual General Meeting.

UBS Group AG

This

Form

6-K

hereby

incorporated

reference

into

(1)

the

registration

statement

Form

F-3

(Registration

Number

333-293403),

(2)

the

registration

statements

UBS

Group

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/ David Kelly______________

Name:

David Kelly

Title:

Managing Director

By: _/s/ Ella Copetti-Campi______________

Name:

Ella Copetti-Campi

Title:

Executive Director

Date:

March 16, 2026

UBS Group AG 6-K