6-K

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: September 23, 2025

UBS Group AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(Address of principal executive office)

Commission File Number: 1-36764

UBS AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

Aeschenvorstadt 1, 4051 Basel, Switzerland

(Address of principal executive offices)

Commission File Number: 1-15060

Indicate by check mark whether the registrants file 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 news release that immediately follow

this page.

Media Relations

Tel. +41 44 234 8500

Investor Relations

Tel. +41 44 234 4100

UBS Group AG and UBS AG, News Release, 23

September 2025

Page 1

23 September 2025

News Release

UBS resolves legacy French tax matter,

pays EUR835 million

Zurich, 23 September 2025 - UBS AG is pleased to announce it has

resolved the legacy matter

concerning its cross-border business activities in France between 2004 and

2012.

As part of the resolution, UBS AG agreed to pay a fine of EUR730 million and EUR105 million

in civil

damages to the French State.

In 2023, the French Supreme Court definitively confirmed the Paris Court of Appeal’s prior decision

finding UBS guilty of unlawful client solicitation and aggravated

money laundering but referred the

financial penalty and civil damages to be re-assessed by the lower court.

The resolution of this legacy case is in line with UBS’s intention to resolve such matters

in the best

interests of all its stakeholders.

UBS is fully provisioned for the matter.

UBS Group AG and UBS AG

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

Investor contact

Switzerland

+41 44 234 41 00

Americas

+1 212 882 57 34

www.ubs.com/media

This media release contains statements that constitute “forward-looking statements”, including but not limited to

management’s outlook for UBS’s financial performance, statements relating to the anticipated effect of transactions and

strategic initiatives on UBS’s business and future development and goals or intentions to achieve climate, sustainability and other

social objectives. While these forward-looking statements represent UBS’s judgments, expectations and objectives concerning the

matters described, a number of risks, uncertainties and other important factors could cause actual developments and results to

differ materially from UBS’s expectations. UBS’s business and financial performance could be affected by other factors identified

in our past and future filings and reports, including those filed with the SEC. More detailed information about those factors is set

forth in documents furnished by UBS and filings made by UBS with the SEC, including the Risk Factors included in the Annual

Report of UBS Group AG report for 2024 filed on Form 20-F.

UBS is not under any obligation to (and expressly disclaims any

obligation to) update or alter its forward-looking statements, whether as a result of new information, future events, or

otherwise.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange

Act of 1934, the

registrants have duly caused this

report

to be signed on their 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

UBS AG

By: _/s/ David Kelly______________

Name:

David Kelly

Title:

Managing Director

By: _/s/ Ella Copetti-Campi________

Name:

Ella Copetti-Campi

Title:

Executive Director

Date:

September 23, 2025