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: April 30, 2026

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 transcripts of the of UBS Group AG 1Q26 Earnings call remarks and

Analyst Q&A, which appear immediately following this page.

1

First quarter 2026 results

29 April 2026

Speeches by

Sergio P.

Ermotti

, Group Chief

Executive Officer,

and

Todd

Tuckner

,

Group Chief Financial

Officer

Including analyst Q&A session

Transcript.

Numbers for slides refer

to the first

quarter 2026 results

presentation. Materials and a

webcast

replay are available at

www.ubs.com/investors

2

Sergio P.

Ermotti

Slide 3 – Key messages

Thank you, Sarah, and good morning, everyone.

In an

increasingly complex

environment, we

delivered excellent

first-quarter results,

with a

17% return

on CET1

capital and a 70% cost-income ratio keeping us on track to achieve our 2026 financial objectives.

Our performance

this quarter reflects

our leadership positions

in the world’s

largest and

fastest-growing markets

with broad-based strength across all of our core businesses and regions.

The quarter began

against a backdrop

of steady

global growth

and easing

inflation. However,

conditions quickly

shifted, with markets becoming more

volatile amid rising uncertainty driven

by concerns over AI-driven disruption

and

the

conflict

in

the

Middle

East.

As

the

environment

became

more

fragile,

our

engagement

with

clients

intensified as they turned to UBS to protect their assets and identify opportunities.

Asia-Pacific was

a

stand-out performer

as

our unrivalled

client franchises

and One

Bank approach

in the

region

generated around a third of the

Group’s profit before tax and drove robust net new

asset growth in Global Wealth

Management.

The

Investment

Bank

also

delivered

exceptional

performance,

supported

by

increased

collaboration

with

Global

Wealth

Management

and

a

favorable

environment

for

our

business

mix

and

leading

franchises

in

FX

including

precious metals, Cash Equities, Financing, and Equity Capital Markets. And we achieved this

without changing our

approach towards disciplined resource allocation.

More

broadly,

we

saw

strong

inflows

across

our

asset-gathering

platform

while

facilitating

elevated

private,

corporate and

institutional client

activity and

sustaining lending

momentum. In

Switzerland, we

granted or

renewed

around 40

billion Swiss

francs of

loans to

businesses and

households as

clients continue

to rely

on our

local and

global expertise.

Despite the ongoing uncertainties around Private Credit,

we continued to see strong demand

for alternatives. Led

by

our

Private

Market

and

Hedge

Fund

offerings,

Unified

Global

Alternatives

saw

record

quarterly

new

client

commitments.

As we

move through

the second

quarter,

markets have

remained broadly

resilient, reflecting

expectations that

a

durable diplomatic solution

to the Middle

East conflict is

achievable. That said,

while clients remain

engaged and

active,

risks

are

still

elevated,

and

conditions

could

shift

rapidly,

impacting

sentiment

and

activity

levels.

In

this

environment,

our

focus

remains

on

supporting

clients

through

disciplined

execution,

as

well

as

a

prudent

and

selective investment approach focused on diversification and principal protection.

3

Turning

to the integration. In

March, we successfully

delivered one of

the most critical and

complex undertakings

in our integration journey: the migration of Swiss-booked clients. As a result, I am happy to say that the migration

of former Credit Suisse clients onto UBS

platforms is now complete. Client activation and feedback is positive

and

retention rates

have far

exceeded our

expectations. For

this, I’d

like to

thank our

clients for

their continued

trust

and patience, and my colleagues for maintaining the highest standards of service and client focus.

We now

turn our efforts

towards substantially

completing the integration

by year-end

and restoring the

levels of

profitability we

had prior to

the acquisition. This

is necessary to

make our business

even more

resilient and

ready

for

the

future.

Part

of

this

will

include

continuing

with

the

most

painful

part

of

the

integration:

reducing

our

workforce in line with our previously communicated plans.

Finalizing

the integration,

including the

decommissioning of

the

legacy

infrastructure,

allows us

to intensify

our

focus on growing our businesses. We continue to invest across the group to deliver the breadth and depth of UBS

to clients through a

full One Bank

approach, front-to-back. This will support

enhancements to the

client experience

and prepare

us to

drive further

efficiencies. The

latest example

is the

conversion of

UBS Bank

USA to

a National

Bank Charter.

We

are also

encouraged to

see that

our AI

capabilities are

being recognized.

We

were

recently

named the

Best

Wealth Management Firm for

use of AI in the

US at the Financial Times Wealth

Tech

Awards. At the

heart of this

award is

our flagship AI

platform which delivers

timely and personalized

client insights for

our Financial Advisors.

Nearly 90% of FA teams use the platform, powering millions of AI-driven client interactions.

In

this

environment,

the

benefits

of

our

balance

sheet

for

all

seasons

were

evident

once

again,

with

strong

profitability and

disciplined resource

usage further

bolstering our

capital position.

This, alongside

our integration

progress,

allows

us

to

continue

executing

on

our

capital

return

objectives

for

dividends

and

buybacks

while

maintaining our investments for the future.

We now expect to complete

our current 3-billion dollar share

repurchase program by the time we

report 2Q results

in July. Then, we expect to provide

more detail on our

capital returns for

the second half of

the year. Our intentions

will be calibrated

based on our

financial performance and

outlook, maintaining a

CET1 capital ratio

of around 14%

at year-end and further visibility on the Parliamentary deliberations on the capitalization of foreign subsidiaries.

Before

I hand

over to

Todd,

I want

to address

last week’s

announcements on

bank capital

regulation and

what

happens next.

We have been

very clear

and transparent about

our views on

the proposed measures

since they were

first presented

last June. We continue

to strongly disagree

with the proposed package

because it is not proportionate

or aligned

with international standards and, as importantly, does not reflect the root causes and the key lessons learned from

the Credit Suisse crisis.

4

While there

are some

points that

would deserve

further clarifications, let

me just

focus on

what is

still by

far the

most

important

one.

Regardless

of

how

the

figures

are

presented

or

which

assumptions

are

applied,

there

is

a

broad agreement

– including

among the

authorities –

that the

announced measures

would require

UBS to

hold

around

22

billion in

additional capital

in CET1

terms. And

this is

on top

of the

15 billion

that we

already need

to

hold as

a result

of the

Credit Suisse

acquisition under

existing regulations.

If the

package were

to be

finalized as

currently drafted, that 22 billion of capital would be trapped and unproductive. And at such scale, it would impact

our competitive

position in

supporting clients,

investing for

growth, and

delivering sustainable

returns that

keep

UBS as an attractive investment case for shareholders. This is particularly relevant for any bank where shareholders

are the first line of defense in turbulent times, by providing, if needed, additional capital.

As

the

proposed

treatment

of

foreign

participations

now

moves

to

Parliament,

we

hope

that

a

thorough

deliberation

will

fully

consider

the

rather

clear

concerns

raised

in

the

democratic

process

by

a

wide

range

of

stakeholders. We will continue to engage constructively and contribute to fact-based deliberations.

Let me be very clear:

these developments do not,

and will not change who

we are as a firm.

We remain committed

to our diversified business model and our global and regional footprint.

We

are

also

fully

committed

to

protecting

our

shareholders

while

mitigating

the

impact

of

these

increased

requirements, if possible, on our clients and employees, and the communities where we live and work.

I am

proud of

all that

we have

achieved this

quarter,

and I

remain extremely

thankful to

all of

my colleagues

for

their dedication in this demanding environment.

With that, let me hand over to Todd.

5

Todd

Tuckner

Slide 5 – Strong business momentum and cost discipline driving operating leverage

Thank you Sergio, and good morning everyone.

In the

first quarter, we delivered

reported net

profit of 3

billion and

earnings per

share of 94

cents. On

an underlying

basis, our pre-tax profit was 4 billion, up 54% year-on-year,

and our return on CET1 capital was 17%.

Revenues increased to 13.6 billion and were up 18% across our core franchises.

Operating expenses were

higher on stronger

revenue performance, and

were down 7%

when excluding variable

compensation, litigation and currency effects.

Our cost-income ratio was

70.2%, with strong year-on-year

improvement resulting from

11 percentage points of

positive operating leverage.

Slide 6 – Net profit grew to 3.0bn with double digit PBT growth in all businesses

Moving to slide 6.

Our

profit

growth

this

quarter

reflects

broad-based

momentum

across

the

franchise,

the

breadth

of

our

geographically diversified platform and the value of disciplined execution.

On a reported

basis, our pre-tax

profit of 3.8

billion included 600 million

of revenue adjustments

and 750 million

of integration

expenses. We

expect integration

costs in

2Q to

be around

700 million

and to

meaningfully taper

throughout the rest of the year.

The effective tax rate in the

quarter was 20.5%. The lower

rate was driven by the

gain from the sale of our

interest

in Swisscard, completed in 1Q, which resulted in a limited

tax charge. We continue to expect our 2026 tax rate to

be around 23%, with some quarterly volatility,

consistent with prior years.

Slide 7 – Delivered additional 0.8bn gross cost saves, on track for ~13.5bn by YE26

Turning to our cost update on slide 7.

During the

first quarter, we delivered an

additional 800

million of

gross cost reductions,

bringing cumulative

savings

since the end of

2022 to 11.5 billion.

This represents 85% of our

total gross cost-save ambition and

keeps us firmly

on track to achieve our 13-and-a-half-billion target by the end of 2026.

6

The total headcount

at the end of

March was 117 thousand,

2% lower sequentially and

approximately 25% below

our 2022 baseline.

Over this same period, we’ve reduced

the Group’s operating expenses by 27% when

excluding litigation, variable

compensation and currency effects.

Since we’ve started, we’ve incurred costs

to achieve of around 13.7 billion at

constant FX, and remain on track

to

deliver on our gross cost-save ambition at an efficient 1.1 times multiple.

Slide 8 – Our balance sheet for all seasons is a key pillar of our strategy

Turning to slide 8. As of the end of March, our balance sheet for all seasons consisted of 1.7 trillion in total assets.

Within that, we

saw a

1% sequential

increase in

our loan

book, 85%

of which

consisted of

mortgages, with

an

average LTV

of around 50%, and fully collateralized Lombard loans.

Private

credit

exposures

at

quarter-end

comprised

a

very

modest

portion

of

our

total

balance

sheet

and

were

predominantly

senior,

secured

positions

with

prudent

LTVs,

supported

by

diversified

collateral

pools

and

conservative borrowing-base structures.

Credit-impaired exposures

in our lending book

stood at 90 basis

points and the cost

of risk declined

sequentially.

Group credit loss expense totaled

70 million, largely as

a result of a build

in allowances on performing

loans in light

of the

uncertain macro backdrop.

Stage 3

in the

quarter reflected a

small net

release after we

recorded a repayment

across both the Investment Bank and Non-core and Legacy.

Our tangible

book value per

share grew sequentially

by 2%

to 27 dollars

and 50

cents, primarily from

our net

profit,

which was partly offset by share repurchases.

Overall, we continue to operate

with a highly fortified and

resilient balance sheet with total loss

absorbing capacity

of 198 billion, a net stable funding ratio of 117% and an LCR of 178%.

We

also made

strong

progress

on funding

during the

quarter,

completing our

2026 AT1

issuance plan

by mid-

February. As a result, our additional tier 1 capital increased to 4.7% of

RWA, aligned with our goal to optimize our

AT1 levels within the broader Tier 1 capital stack.

Slide 9 – Generating capital while funding growth and shareholder returns

Turning

to capital on slide

9. Our CET1 capital

ratio at the end

of March was

14.7% and our CET1

leverage ratio

was 4.4%, both up sequentially.

7

Our common equity tier 1

capital in the quarter

increased by 2 billion principally

due to earnings

accretion that was

partly offset by dividend accruals of 0.9 billion and currency translation effects of 0.2 billion.

RWA and LRD both increased sequentially

by low single-digit percentages, demonstrating

disciplined balance sheet

deployment despite elevated client activity.

Turning to UBS AG. As

of the end

of March, the parent

bank’s standalone CET1

capital ratio on

a fully applied

basis

stood

at

13.9%,

broadly

reflecting

its

first

quarter

operating

results

and

a

1.8

billion

accrual

for

the

dividend

intended to be up-streamed to Group in 2027.

Slide 10 – Global Wealth Management

Turning to our business divisions, and starting on slide 10 with Global Wealth Management.

GWM

delivered

a

pre-tax

profit

of

almost

2

billion, up

28%

year-over-year,

with double-digit

growth

across

all

regions. This performance once again highlights the breadth and diversification of the franchise, underpinned

by a

well-balanced regional mix.

Supported by the

7th consecutive quarter

of positive operating

jaws of

at least

4 points,

GWM achieved a cost-income ratio of 72%.

Net new

assets totaled

37 billion,

representing

a 3%

annualized growth

rate. In

a more

uncertain environment,

clients increasingly

turned to

our advisors

for guidance

and CIO-led

solutions. This

drove 7%

growth in

net new

fee generating assets, which came in at

38 billion. Strong demand for our

discretionary mandates, including SMA

and My Way, our flagship modular offering, resulted in record mandate

penetration, underscoring the value

clients

place on trusted, expert advice.

Turning

to

Wealth’s

balance

sheet

flows,

the

re-leveraging

trend

seen

in

recent

quarters

continued

in

the

first

quarter with net

new loans of

5 billion, while

net new deposits

of negative 2

billion largely reflect

outflows from

fixed-term deposits, partially offset by inflows into current and savings accounts.

From a regional perspective, Asia Pacific delivered another quarter of stand-out performance, generating a pre-tax

profit of 600

million, up 40%

year-on-year.

The region recorded

double-digit growth across

all revenue lines

and

achieved a pre-tax

margin of 49%.

Together

with net new

asset inflows of

19 billion, representing

a 9% growth

rate, these results underscore the competitive advantages of our Asian franchise. Looking ahead, we’ll continue to

invest in

our talent

and capabilities

across key growth

markets such

as Australia,

Taiwan and Japan, while

leveraging

our strongholds in Greater China, Singapore and southeast Asia.

In the

Americas, broad-based

revenue momentum

drove profit

growth of

26% and

a pre-tax

margin of

13.7%,

reflecting

our

continued

focus

on

structural

improvements

in

profitability

and

stronger

outcomes

for

clients,

advisors

and

the

wealth

franchise

overall.

Net

new loans

were

2

billion,

the

8th consecutive

quarter

of

lending

growth, demonstrating

continued progress in

enhancing our

banking capabilities

in the

region. Supported

by strong

same store

performance, net

new assets

were positive

at 5

billion. For

the second quarter,

we expect

NNA to

be

impacted by seasonal US tax-related outflows in the low double-digit billions. For the full year, we

8

continue

to

expect

net new

assets

in the

Americas

to

be

positive,

supported by

both same-store

growth

and

a

healthy recruiting pipeline.

EMEA also performed very well,

with profit growth

of 44%, and an 8

percentage-point improvement in the

cost-

income ratio

to 62%.

Switzerland increased

its pre-tax

profit by

20%. Looking

ahead, we

expect our

EMEA and

Swiss franchises to see continued profitability growth, underpinned by sustained client momentum and supported

by cost efficiencies as

the Credit Suisse wealth

platform in Switzerland

is decommissioned over

the coming months.

Turning to divisional revenues, which increased in the quarter by 12%.

Recurring net

fee income grew

by 10%

to 3.6 billion,

supported by

positive market

performance and more

than

60 billion of net new fee-generating assets over the 12 months.

Transaction

-based

income

rose

17%

to

1.7

billion,

with

APAC,

EMEA

and

the

Americas

delivering

double-digit

growth, reflecting strong

momentum in structured products

and precious metals. This

underscores our continued

outperformance in

transaction revenues,

driven by

strong client

engagement and

differentiated Investment

Bank

collaboration, as clients actively rebalanced portfolios.

Net interest

income of

1.7 billion

rose

by 12%

year-over-year

and 2%

sequentially,

with the

quarter-on-quarter

trend reflecting favorable deposit mix shifts. Looking ahead to 2Q, we expect GWM net interest income to remain

broadly flat, as higher loan volumes are offset by lower deposit reinvestment yields.

Operating expenses in GWM

rose by 6%.

When excluding variable compensation,

litigation and currency

effects,

costs declined by 2%.

Slide 11 – Personal & Corporate Banking (CHF)

Turning to Personal and Corporate Banking on slide 11.

P&C delivered

a first-quarter

pre-tax profit

of 710

million Swiss

francs, up

19%, with

revenue growth

and disciplined

cost management combining to generate positive operating leverage of 10 percentage points.

Having largely

completed the

client account

migration in

P&C as

we entered

the year,

freed-up capacity

is now

supporting even deeper client engagement.

This resulted in net new

deposits of 3-and-a-half billion, net

new loans

of 2.4 billion, and net new investment product growth of 11%.

Total

revenues were 3% higher, with 10% growth in non-net interest income more than offsetting NII headwinds.

Across

Personal

Banking

and

Corporate

and

Institutional

Clients,

non-NII

growth

was

broad-based,

with

similar

contributions from both franchises. In our retail business, positive momentum in net new investment flows,

9

together with

supportive market

trends, continued

to drive

custody and

mandate fee

growth, while

in C&IC

revenue

expansion largely reflected

strong activity in

structured and syndicated

finance. The quarter

also included a

credit

of 27 million related to the completed Swisscard transaction.

Net interest

income declined

by 3%

year-on-year,

reflecting the

ongoing impact

of the

zero-rate environment

in

place since

last June.

As highlighted

previously, changes in Swiss

franc interest

rates in

either direction

would benefit

P&C’s revenues. On a sequential basis, NII was stable with this trend expected to continue in the second quarter.

Credit loss expense totaled

55 million Swiss

francs. While the

quarter reflected the lowest

net Stage 3

charges since

the

Credit

Suisse

acquisition, we

continue

to

expect CLE

to

average around

75

million

Swiss

francs

per

quarter

given ongoing macroeconomic uncertainty.

Operating

expenses

declined

by

7%,

demonstrating

continued

effective

cost

management.

We

expect

further

efficiencies as the legacy Credit Suisse platform is progressively decommissioned over the course of 2026.

Slide 12 – Asset Management

Turning to Asset Management on slide 12.

Pre-tax

profit

increased

by

21%

to

252

million,

driven

by

revenue

growth

alongside

ongoing

tight

cost

management.

Total

revenues rose

4%. Net

management fees

were up

6%, driven

primarily by

higher average

invested assets,

despite secular margin pressure. Performance fees

declined year-on-year, primarily due to lower contributions from

CIG and the

absence of O’Connor,

following the completion

of its sale

during the quarter.

This was partly

offset

by higher performance fees in Unified Global Alternatives.

By

the

end

of

March,

we

delivered

14

billion

of

net

new

money,

representing

3%

annualized

growth,

as

we

continue to

benefit from

our strategic

focus on

scalable, differentiated

capabilities. Flows

were led

by 13

billion

into ETFs, reflecting sustained demand for our

Core product range launched last year, alongside robust net inflows

of 5 billion into our SMA offering in the US.

UGA

continued to

build momentum,

ending

the

quarter

with

344 billion

of invested

assets

and

attracting new

commitments of

12 billion,

split 3

and 9

between Asset

Management and

Global Wealth

Management. Inflows

were broad-based across the platform, with notably strong demand for private equity and hedge funds.

Operating

expenses

were

2%

lower,

as

we

maintained

cost

rigor

while

continuing

to

invest

in

the

platform

to

support operational efficiency.

10

Slide 13 – Investment Bank

On to

slide 13

and the

Investment Bank.

The IB

delivered its

most profitable

first quarter

on record,

with pre-tax

profit of 1.2 billion, up 75%, and a pre-tax RoE of 25%.

The performance this quarter reflected a market environment that played directly to our strengths, as the business

successfully

captured

opportunities

while

maintaining a

disciplined approach

to

resource

deployment.

Revenues

climbed 31%

to 4

billion, with

both Global

Banking and

Global Markets

contributing proportionately

to top-line

growth.

Global Banking revenues rose

by 30% to 733 million. Advisory revenues

were 8% higher,

driven by our strongest

first

quarter

in

M&A,

with

notable

performances

in

the

Americas

and

EMEA.

Capital

Markets

grew

45%,

with

growth across products

and geographies. We continued

to benefit from our

strategic investments in ECM, where

revenues

more than

doubled year-on-year,

outperforming fee

pools across

all regions,

supported by

higher IPO,

follow-on

and

convertible

issuance.

In

DCM,

we

delivered

double-digit

growth,

while

LCM

increased

modestly

against a lower fee pool.

Turning

to Global

Markets, the

business posted

its best

quarterly performance

on record.

Revenues reached

3.3

billion, as each

of the Americas,

APAC and EMEA, including

Switzerland, generated more

than 1 billion

in revenues.

Equities revenues

increased by

28%, driven

by strength

across cash

equities, prime

brokerage and

equity derivatives,

while FRC revenues rose 38%, led by a strong performance in FX, including precious metals. Sustained investment

in technology,

our globally diversified

footprint, and close

integration with Global

Wealth Management

continue

to support high levels of client engagement and momentum across the platform.

Consistent with the strong revenue growth in the quarter,

operating expenses increased by 17%.

Slide 14 – Non-core and Legacy

On slide

14, Non-core

and Legacy’s

pre-tax loss

was 97 million

as negative

revenues of

11 million

and operating

expenses of 160 million were partly offset by the credit loss release referenced earlier.

Within revenues,

funding costs

of around 70

million were largely

compensated by

gains in

the credit and

securitized

products portfolio.

Excluding litigation, expenses in

the quarter declined 70%

year-on-year and 26% sequentially, bringing cumulative

cost

reductions

versus

the

2022

baseline

to

84%.

Looking

ahead,

we

continue

to

expect

to

exit

2026

with

annualized operating expenses excluding litigation of approximately

500 million and annualized net funding costs

of less than 200 million.

In addition

to

strong

cost

management, NCL

has continued

to

successfully

reduce

and de-risk

its balance

sheet

since being established shortly after the Credit Suisse acquisition. Including an 800 million reduction in the first

11

quarter,

the

team

has

exited

around

93%

of

its

credit

and

market

risk

RWAs,

bringing

the

March-end

balance

substantially in line with its full year 2026 ambition.

To

sum up, our 1Q

performance demonstrates the progress

we’re making across

the Group. We

delivered strong

financial

results,

completed

client

account

migrations

on

the

Swiss

platform,

and

continued

to

execute

with

discipline. As we move onto the final

phases of integration, we are increasingly focused on positioning

the firm for

sustainable growth beyond 2026.

With that, let’s open for questions.

12

Analyst Q&A (CEO and CFO)

Flora Bocahut, Barclays

Yes,

good morning and thank you for taking my questions. So, the first question I have is on the buyback.

Obviously you’ve changed the wording today on the buyback plan, you now intend to complete the 3 billion

dollars by the end of July, so by Q2 results. So the question is, what exactly drove the change? And can you

maybe help us understand what are the key catalysts that you’re going to watch into Q2 results to decide, and

what kind of magnitude should we have in mind, should you be able to top up the buyback with Q2 results?

The second question is on GWM, specifically on APAC, because the quarter was quite strong, both in terms of

net new money, but also in terms of the loan re-leveraging that we saw this quarter,

the second in a row. So can

you maybe talk a little more about the strength in APAC,

what’s driving it and how sustainable do you think it is?

Thank you.

Sergio P.

Ermotti

So thank you for the question. Yeah, of course, we changed the language, and it’s basically the reflection of two

of the four conditions that we set or we described for the capital return plans for 2026, i.e. the successful

progress in the integration, which was a major milestone [that] was achieved, with the migration of the Credit

Suisse clients onto the UBS platform. And this is now allowing us to basically decommission and realize the full

synergies that we have envisaged. And second, it’s the very strong business performance, which, as you saw, is

allowing us to generate further capital. I think that these two conditions are making us comfortable that we can

accelerate the current share buyback program – the execution of that by the end of July when we report Q2

results – while still keeping open the other two conditions. We want to continue to operate by year end at

around 14% CET1 capital, and, of course, we are also watching the developments around the capital

requirements. So these two conditions are still out there. And I say that it’s premature to talk about the

magnitude of what we’re going to do in the second half of the year.

Todd

Tuckner

Hi, Flora. On the second question regarding GWM in APAC,

so clearly the power of the integrated franchises is

clearly contributing to growth and profitability.

And you could just see that in the numbers that we have been

printing quarter on quarter.

Our focus, as you know, has been on growing assets across the region by deepening share of wallet, by

accelerating strategic partnerships, and also by strengthening high net worth feeder channels, particularly

through investments in digital, and also by ramping up the impact hiring of select advisors. So we think the

evidence of this is apparent in the 1Q26 results, double-digit NNA and NNFGA growth with very strong mandate

penetration, while also continuing to drive its bellwether, which is transactional revenues,

in an environment

where our advice and structuring expertise are clearly differentiated. I would also say that on your question

regarding lending, lower USD rates are also supportive of the lending growth that we’ve seen.

13

Kian Abouhossein, JP Morgan

Yes.

Thank you very much for taking my questions. First of all, a shout out to Sergio. Thanks for answering all our

questions for, if my math is right, 12.5 years, and hopefully longer to go.

Now my two questions are, first of all, in relation to US wealth management. You

had positive net new assets in

Americas. You talked prior about potential outflows in the first half, and you indicated in the second quarter

clearly due to tax situation, that could happen. But I just try to understand how we should think about what

happened in the first quarter, relative

to your earlier guidance in particular. And secondly,

in that context also,

advisor departures. Are we done with that? As you mentioned, acceleration of hiring. So should we expect net

new hires to come through second half.

And then the second question is coming back to Parent and capital. You mentioned the 1.8 billion accrual. I’m

interested in your cumulative reserves in the parent bank at the moment and how much have you actually up-

streamed in the first quarter.

Thank you.

Todd

Tuckner

Hey Kian. Thanks for the questions. On the second one, just quickly, so if you recall,

we had accrued 9 billion last

year and we have paid up the first half of that in the first half of the year, the 4.5 billion, actually just earlier this

month. And the 1.8 is an accrual, as I mentioned, that we would distribute in 2027.

On the question regarding US wealth and flows. So first, let me just back up a little bit and mention that

importantly, the US business is continuing to work on the various levers to drive profitability growth,

with pre-tax

margin improving now for six consecutive quarters. That momentum is being driven by stronger banking

capabilities, which is evidenced in, by the way, continued growth in net new lending eight consecutive quarters,

and by the strength in transaction revenues, including through greater collaboration with the Investment Bank in

delivering the full breadth of our capabilities to clients. Now, onto flows this quarter: we’re encouraged by the

outcome, particularly because flows were driven by same store production. So that tells me the strategy is

working. At the same time, in terms of guidance, it’s one quarter. I guided on second quarter tax outflows. So

we’re staying focused on continuing to invest in our advisor workforce, in our platform and in our capabilities to

drive sustainable profitability improvement.

Kian Abouhossein, JP Morgan

So, sorry, should we think about net advisors increasing as

of second half?

Todd

Tuckner

So on that, Kian, I’d just say we’re comfortable with the steps we’re taking to drive positive full year NNA, while

recognizing there’s a lag effect from previously announced FA

movement that will continue to show up in flows

for a few quarters. That said, we’re actively recruiting and investing in teams aligned with our profitability

ambitions. I’d also point out that rotation among FAs remains elevated across the industry given record

valuations, but we continue to expect these dynamics to normalize in our own book over the course of 2026.

14

Kian Abouhossein, JP Morgan

Okay. And just on reserves.

Can you just remind me what the cumulative reserve is in the parent bank now?

Todd

Tuckner

So we have 10.8 billion of capital in reserves, less the 4.5 paid up in April that I mentioned.

Kian Abouhossein, JP Morgan

Thank you.

Stefan Stalmann, Autonomous Research

Good morning. Thank you very much for taking my questions. I wanted to ask, please, whether you have actually

seen, or whether you expect to see any benefits from wealthy clients in the Middle East, potentially shifting their

assets into Swiss or maybe Asian booking centers.

And also on your Unified Global Alternatives platform, there’s obviously been quite a lot of news flow during the

quarter and maybe already starting last year about private markets, in particular private credit. Are you seeing any

impact of all of that market talk in your clients’ behavior and your clients’ preferences in that area? Thank you

very much.

Todd

Tuckner

Hey Stefan. So I think it’s fair to say, in respect

of the Middle East conflict, that safety and balance sheet trust

remain decisive factors in wealth management, as you know, and the Gulf conflict is reinforcing these priorities.

And while it’s very early to see any meaningful movement, we believe it’s leading some clients, at least, to

reassess booking center options. And we believe that our deep and longstanding relationships with Middle

Eastern clients position us well, were there to be movement, to benefit from any shifting dynamics over time. But

at this stage, clearly too early to see anything coming through the numbers.

On your question regarding private credit. I think it’s fair to say that interest in private credit among our wealthy

clients has been more measured in the current environment, clearly reflecting macro uncertainty and a preference

for liquidity and capital preservation. We have seen, as I think you’re pointing out, elevated redemption requests

that are driven by either profit taking or residual gating or even liquidity alignment considerations. That being

said, engagement does still remain high, and we continue to see demand building for well-structured strategies in

private credit as part of this income sleeve, albeit with more caution and sell activity.

It is also worth pointing out

that when you look at the level of exposure our clients have in private credit in their portfolios, it’s quite minor.

So while you may have sort of mid-single digit percentage in alternatives more broadly,

it’s a fraction of that in

private credit. But that said, we still see that there is demand for that type of investment when structured

properly.

15

Stefan Stalmann, Autonomous Research

Oh absolutely. Thank you very much.

Anke Reingen, RBC

Yeah. Good morning and thank you for taking my questions. The first is just on the ordinance impact, and I was

wondering when you assess your capital ratio, do you look on a phased-in or on a fully loaded basis? That’s the 2

billion already coming in versus January 2027, and then ‘29. So if you can just tell us fully loaded or phased-in,

what the assessment is.

And then with Q4 results, you gave us some net interest income guidance for the full year,

for Global Wealth

Management and P&C, and I just wonder if this has changed given the interest rate outlook. Thank you very

much.

Todd

Tuckner

Thank you. Thanks, Anke. So, on ordinance impact, just to unpack it, the changes to prudential valuation

adjustments come in on 1 January 2027. So there is no phase in. So when we get there, we’ll be reflecting that in

our capital – this is the expectation – immediately. On software, there

is a transition period permitted to 1 Jan

2029, which at this point is our intention to fully utilize. But that is subject to seeing the full package develop in

the intervening period. But we are considering that and at this point, the intention is to use the transition period

and therefore have the impact of capitalized software hit through our capital ratio on 1 January 2029.

On NII guidance. I would just say that in 2Q, my outlook for the second quarter really reflects, in Global Wealth

Management in any case, lower USD rates that, as I mentioned in my comments, have some downward pressure

on deposit margin. Why is that? Because asset yields as reflected in our replicating portfolios reprice down faster

than deposits when rates are lower.

Now, any further upside in the quarter can come from favorable deposit mix

shifts as we saw in 1Q, and even stronger net new lending growth. So there is that upside. But again, because of

the impact on rates, that’s what informed my guide at flat quarter-on-quarter.

Now the longer term prospects for

any pickup in GWM would be based on continued loan growth and greater USD rate stability.

And that would

lead to higher swap rates that would start to help ease the reinvestment headwinds from the replicating portfolio

that is reflected in the current sequential outlook. So that, coupled with expected deposit growth without any

meaningful dilution in our sweep and current account balances, could offer some longer term upside for NII in

GWM.

16

Joseph Dickerson, Jefferies

Hi. Thank you for taking my question. Just on the parliamentary process, that is obviously quite key to the shape

of prospective buybacks this year and beyond: what is the outcome that you’re looking for from this process?

Many thanks.

Sergio P.

Ermotti

Thank you. Well, we fully understand that all the lessons learned from the Credit Suisse crisis have to be reflected

in how we adapt the regulatory framework in Switzerland. But we continue to believe that the guiding principle

should be to have something that is internationally aligned, and that allows us to continue to be competitive as a

bank based in Switzerland. So I think that the framework [is] quite clear. So we are not asking for anything that I

would say is exceptional.

And the most important issue is that, when we go through this process, as I reiterated, it is not only to address

the quality of capital and how we look at improving that part, it is to fully reflect the lessons learned of the Credit

Suisse crisis, the root causes. We all know that huge concessions were given to Credit Suisse, and this is the

reason why at the end, they had a problem with their foreign subsidiaries. And this element is actually never

mentioned in the public debate. So we need to make sure that the people that will make decisions fully

understand how strong the current regulatory framework is, and which, by the way,

is the one that allowed a G-

SIB to absorb a G-SIB, repay all guarantees and emergency liquidity provisions granted to Credit Suisse within five

months, while keeping you investors fairly confident about our ability to manage our business.

So one has to reflect these kinds of true lessons learned from the crisis, rather than just looking at absolute level

of capital and go to extreme solutions that are not helping, at the end of the day,

not only the bank, but most

importantly our clients. Because at the end of the day, it’s going to make the bank less competitive, and in

serving households, corporates, our clients, and is not very good for the country as well, I believe.

Joseph Dickerson, Jefferies

Great. Thank you.

Chris Hallam, Goldman Sachs

Yeah. Good morning. Two

questions. First, on capital. I agree on the 22 billion number on slide 25 is cleaner to

look at than the 9 billion, and also that CET1 versus peer requirements is probably more logical than versus peer

reported ratios. But when it comes to contingency planning and the decisions that need to be taken, the foreign

participations process should stretch well into the first half of next year.

Given the transition period on those

potential changes, can you wait for full clarity on the outcome of that process before making any decisions on

how to adjust your operating footprint or your focus areas? Or are you going to have to start making real-world

business decisions earlier than the point at which you get full and final clarity on foreign subs? That’s the first

question.

17

And secondly, broader

one on cyber risk, sort of against the backdrop of the recent acceleration we’ve seen in AI-

enabled threat detection and attack sophistication, could you talk a little bit about how you’re managing cyber

resilience, both on your own platforms as well as through the CS integration? Have those AI-driven threat models

changed how you assess residual risks in your legacy systems? And should we expect any incremental investment

or operational constraints as a result of that evolving threat landscape? Thank you.

Sergio P.

Ermotti

Well, thank you, Chris. To

be sure, we have been going through two years of uncertainty around this topic, and

by now it is something that is almost embedded in the way we have to operate and accept it as a modus

operandi. It’s not ideal, because, of course, the environment out there is quite challenging, but I think that we are

pleased that we at least completed the integration [

Edit: migration

] and we created the resilience in terms of

profitability that allows us to basically accept the fact that a democratic process now has to go through. This is a

very complex matter,

and it’s not reasonable now to expect that the Parliament will take decision in a very short

period of time on such a situation, considering also the extreme different views on how this is playing out. So I

think that one thing is clear, we’re

not going to jump into conclusions or taking decisions that have a strategic

impact in any sense, before having the final outcome. It’s not ideal I know, but we have to really think about

what is the best thing for the bank for the next five, ten, twenty years, not what is good for the next few

quarters. And that uncertainty, unfortunately,

is something that we have to live with. We are not in control of

that, but we are hopeful that the situation can get resolved very quickly.

In terms of cyber. Of course, cyber is something that has been at the center of the radar screen for the last few

years for all of us in the industry, but not only in the financial services industry.

And we are investing a lot of

resources – technology,

but also human resources – to really identify the best way to protect our assets, our

clients’ assets and the data. And we continue to do so as we see also these recent developments. Believe me, we

are staying very close, talking to our technology partners. As you can imagine, we are a client of the major

technology providers, also the ones that are very deeply involved in this recent discovery,

and so we get,

indirectly,

also the benefits of being able to implement all the necessary steps to protect our assets. So this is

going to continue to be a big, big issue and one that will continue to necessitate a lot of investments and

resources, both in technology but also in people. Cyber risk is as important as credit and market risk, nowadays.

Chris Hallam, Goldman Sachs

Thanks very much.

18

Andrew Coombs, Citi

Good morning. One on the Investment Bank and one coming back on Asia wealth management please.

Firstly on the Investment Bank. Just putting the legislation to one side, we’ve had the Basel Endgame proposals in

the US. So, intrigued what you think that means in terms of the level of competition that you’re going to see

from the US investment banks in that space? And also, if I go back all the way to your 2018 Investor Day, I recall

you had this ambition of having 40% of the division’s profits from advisory and execution and 60% in financing

and structured derivatives, obviously more capital intensive. A lot’s moved on since then, so is that 40%/60%

split still a fair assumption, or is it very different now?

And then my second question, on APAC GWM, you specifically called out Australia, Taiwan,

Japan, and some of

the regions where you’re making selective hires. Can you just talk a bit more about onshore

versus offshore

trends you’re seeing and how that’s influencing your investment decision process? Thank you.

Todd

Tuckner

Hey, Andy.

So in terms of Basel III and the Endgame on capital in the US, at least the proposals – I think it’s fair to

say that the US banks have a fair bit of dry powder when it comes to capital deployment. That seems pretty

apparent to anyone watching. And we’re obviously competing in that globally.

Our global footprint, we think,

differentiates us, our capital light approach differentiates us. And we’re

competing really well in the environment,

in the investment bank sectors in which we’re choosing to play. So

for us, we recognize the fierce competition,

but we like our chances.

In terms of the split from years ago on your question, I think I’d go back and check myself and do the math, but I

don’t think that that’s massively off. I’d probably flip the ratios a bit if I had to offer a guess, but I think it’s

probably not terribly off. It’s also important to mention a lot of the financing also could be done in quite resource

efficient ways – because you had mentioned that the latter is much more resource-intense, and it doesn’t have to

be that way in some of the activities vis-à-vis Prime. But my instinct is, I’d flip the ratio the other way.

In terms of APAC, I’ve been pretty clear that [we’re] investing already

to build out on our strongholds. I touched

on already in a prior response to things that we’re doing to drive further performance and growth in the region

where we’re looking to leverage our leadership position, into these jurisdictions in the parts of Asia Pacific where

we can even grow faster and further.

And that’s why we call out some of these growth markets within Asia

Pacific on top of our own strongholds. And we see the onshore/offshore dynamic still for sure exists, but we’re

also so well positioned in greater China that we’re able to leverage both sides of that.

19

Jeremy Sigee, BNP Paribas

Morning. Thank you. Just a couple of follow ups continuing on wealth management, please. Firstly, on the US

business you touched on, you had another 50 advisor reduction in the quarter. Is that a lag effect from

the sort of

exits you were seeing last year? Or is it fresh departures, fresh poaching that you’re suffering this year? That’s

my

first question.

And then second question is just continuing on the strength that is phenomenal in Asia and in EMEA, in wealth

management. I just wondered what client conversations you’re having, and to what extent that’s driven by fear

factors such as macro risks, or whether it’s more a pickup in wealth creation and animal spirits, and investment

appetite coming from that.

Todd

Tuckner

Hey, Jeremy.

So on the US business side. Yeah, the headcount metrics you see are

our actuals. So what that

means is there’s a lag effect built in, i.e. when advisors leave the roles. It’s very similar to flows themselves, which

was the point I mentioned earlier, I think, in response to Kian’s question. So, there

is a lag effect in some of the

measures we print around headcount and flows. And that’s why I’ve been also giving a broader picture on the

topic so that there’s also an outlook and people can understand the broader dynamic.

Across the wealth management business, look, you asked about the environment and the sentiment. So, clearly

what we’ve been seeing is the backdrop - if I characterize the first quarter, especially

the latter part once the Gulf

conflict got underway - that has led clients to remain invested while actively rebalancing and hedging their

portfolios. And that’s supporting strong demand for structured products, FX solutions and equity derivatives, with

healthy volumes and disciplined risk usage. It’s important to also add that our advisors are following the CIO

blueprint, and so the conversations are often reflecting CIO views, direction, and that’s informing transactional

preferences. And also as you see, a lot of people [are] entrusting us to manage, on an advisory or discretionary

basis, their wealth. And we see mandate penetration at a record high. So in that sense, the discussions that we’re

having with clients are resonating.

Jeremy Sigee, BNP Paribas

That’s really helpful. Thank you very much.

Amit Goel, Mediobanca

Hi. Thank you. So two questions from me on capital.

The first one is just on actually the CET1 leverage ratio and buffer. So I’m just wondering what kind of buffer

would you be looking to run at versus end state requirements? It looks to me like that’s going to about 3.9%

post the ordinances, it has been written. Pro-forma, the buffer,

looks like it won’t be particularly big. So just

curious what kind of level you’re thinking about there.

20

And then secondly just in terms of the share buyback capacity this year, I appreciate

it’s subject to parliamentary

debate in terms of what may or may not happen, but it looks like there’s about 5 billion left of the standalone AG

reserve after dividends and employee share repurchase. So just curious whether you’re then happy to continue to

run an equity double leverage at the Group at 104%, and/or if you would be happy to increase that to give

yourself capacity to pay more. Or are you still looking to bring that closer to the 100% mark? Thank you.

Todd

Tuckner

Hey Amit. So first on the leverage ratio, and I think it’s fair to say that at the moment, the Tier1 leverage ratio at

the Group and UBS AG consolidated is the most marginally constraining metric that we have when you look at

buffers relative to minimum requirements. So while, if you think about it, the risk density under the Swiss

Systemically Relevant Bank capital rules would suggest about a third of density, we’re

running around 30%. Why

is that? Just given the FX sensitivities, so USD weakness is more pronounced vis-à-vis leverage. And we’re

obviously able to run the bank with significant RWA efficiency in the business despite Basel III and op risk. So

that’s where we are at this point. My expectation and hope is always to manage both of those ratios where

possible as no more marginally constraining than the other. But given the FX movements over the last year,

that’s

made leverage ratio more constraining, and so we’re very focused on ensuring we manage that well. You

see

that in how we pace intercompany dividends from AG to Group, how we’re building our AT1

stack, and also

how we are transforming deposit liabilities wherever possible to maximize funding value.

Listen, on the share buyback capacity and ultimately equity double leverage, it’s premature to talk about where

we would go on this. We have to wait and see. Sergio just mentioned in response to Chris’s question, we have to

take those few quarters and see where this plays out. And then once we have that visibility, that clarity,

then we

can come back and talk about things like the equity double leverage ratio. For now, our expectation is still to

have that move towards pre-Credit Suisse acquisition levels. That remains the base case for us.

Giulia Aurora Miotto, Morgan Stanley

Yes.

Hi. Good morning. Thank you for taking my questions. I have two, both on the PBT margins in GWM, one

on the US, one on Asia. So in the US, UBS got the final approval on the banking license late in the quarter, 20th

of March. And yet we saw good progress on loans and deposits and PBT margins already close to 14%. So I’m

wondering how does this last approval change the pace of improvement in your profitability metrics in the US?

So can we see now a step up in the positive loan growth and ultimately in profitability, or will that be gradual?

First question.

Second question, the PBT target excluding the US in terms of margin is to be above 40%, and Asia is a standout,

close to 49% in the quarter. Would you say that there

is still room to improve or at least maintain this level of

margins, or perhaps it was an extraordinary quarter and we would go back to close to 40 going forward? Thank

you.

21

Todd

Tuckner

Thanks, Giulia. Just maybe on the second one first, we’re obviously quite encouraged by our 1Q performance

across the board, including in APAC

wealth. And it demonstrates the capacity and the franchises I’ve mentioned.

At the same time, the overall performance for the Group, it’s one quarter. The quarter was exceptionally strong.

And the macro environment remains uncertain. So if the environment is supportive, there’s potential upside for

some of these measures. But generally I wouldn’t be extrapolating 1Q, per se, for a full year, and it’s just

premature to reflect any of that in our guidance at this stage.

On the banking license point. Well, first we’re pleased that you see the progress that we’re making, also in the

pre-tax margins. We’re delighted that we have the license now. Those have always been in our plan. The team

has been very effective in being able to land it, but it has been in our plan and our outlook, and it’s what helps to

drive the pre-tax margin improvement over time. What I would say about it is, we’re already doing the things,

we’re building out the capabilities, but also more the focus across the advisory group in the US around the

banking capabilities that we have, I think, has been an eye opener for a lot of advisors who haven’t leaned into

our ability to support them on that side of the business. And it really has helped, and that’s been driving some of

the results that we keep seeing quarter-on-quarter in banking. Having the license will only accelerate that. It will

also help to shape the deposit side of the balance sheet even better, because it’ll create the opportunity to have

more operational deposits and reshape the loan-to-deposit ratio in a way that will help to create a pre-tax margin

accretion.

Giulia Aurora Miotto, Morgan Stanley

Thank you.

Benjamin Goy, Deutsche Bank

Hi, then maybe just two follow up questions. The first is on geopolitical uncertainty, normally this is negatively

correlated to the transaction activity of clients, but it seems like there is more a buy mentality or just holding on

to risk assets. Just interested how this might have changed over the last couple of years.

And then you touched on your capital-light focus in the Investment Bank, but is it possible somewhat to give a

flavor and look at the leverage exposure expansion in the double digits? How much was the market underlying

the opportunities, so call it cyclical? And how much is just more competition, also from US players? Thank you.

Todd

Tuckner

I did not get the first question, sorry. It may have been me. But let me answer the second one, I was able to

glean. The increase in leverage at the Investment Bank. Simple. It was just the activity levels in the quarter that

informed traditional liquidity needs vis-à-vis clients. And so that’s what drove the balance sheet higher. It was

the

very active levels that we saw with clients over the course of the quarter. Do you mind repeating the first? Sorry.

22

Benjamin Goy, Deutsche Bank

Thank you for that. The first one, is geopolitical uncertainty is probably the highest in decades. Nevertheless,

transaction activity remains very positive. So wondering whether that fundamental negative correlation between

the two has changed and your clients are more engaged in risk assets sustainably.

Or maybe too confusing, we can take it offline.

Todd

Tuckner

Yeah. Thanks, Ben. We

just got the question, sorry, I think it may be the audio. So in respect of geopolitical

uncertainty, look, in the near term, and we’ve seen this just in recent times when there

are events that create

volatility in the markets. We saw that a year ago when the US tariffs were announced in early April, when this

conflict started, and you could probably go back on a timeline and see, there is volatility.

The question really boils

down to whether the volatility remains constructive, or it is frontrunning what is going to be quite a difficult

market environment and risk-off.

And you’ll have your own views on this as well, but I think as the market has priced in a near-term diplomatic

solution to the conflict, I think people have stayed invested – albeit there has been some caution, maybe investing

strategies have changed, more protecting principal, more looking at things from a hedging transaction

perspective. But by and large, people are staying invested despite all the geopolitical uncertainty. As we say,

even

in our outlook, things could change quickly. And we recognize

that when you look at the environment. For

example if a diplomatic solution was not seen as something that can be enduring and achievable in the near

term, that can change. And then at that point we’d have to see. But certainly near-term volatility created

opportunities, as long as clients remained engaged in seeking the advice we provide.

Benjamin Goy, Deutsche Bank

Thanks a lot.

Sarah Mackey

Thank you. I think that ends all the questions. I just thank you very much for joining, and we look forward to

updating you with our second quarter results at the end of July. Thank you.

23

Cautionary statement regarding forward-looking statements

|

This document 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.

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.

In

particular,

the global

economy

may suffer

significant adverse

effects

from

increasing

political tensions

between

world powers,

changes

to

international trade

policies, including

those

related

to tariffs

and trade

barriers, and

evolving armed

conflicts. UBS’s

acquisition of

the Credit

Suisse

Group

materially changed

its outlook

and strategic

direction and

introduced new

operational challenges.

The integration

of the

Credit Suisse

entities into

the UBS

structure is expected

to continue through

2026 and presents

significant operational and

execution risk, including the

risks that UBS

may be unable to

achieve

the cost reductions and business benefits contemplated by the transaction, that it may

incur higher costs to execute the integration of Credit Suisse and that the

acquired business may have greater risks or liabilities, including those related to litigation, than expected. In response to the failure of

Credit Suisse, Switzerland

has amended its Capital Adequacy Ordinance and is considering changes to its

Banking Act, which, if enacted as proposed, would substantially increase

capital

requirements for

UBS in relation

to its foreign

subsidiaries. These factors

create greater

uncertainty about forward-looking

statements. Other factors

that may

affect UBS’s performance and

ability to achieve its

plans, outlook and other

objectives also include, but

are not limited to:

(i) the degree to

which UBS is successful

in the execution of its strategic

plans, including its cost reduction

and efficiency initiatives and its

ability to manage its levels of

risk-weighted assets (RWA) and

leverage ratio denominator (LRD),

liquidity coverage ratio and

other financial resources, including changes

in RWA assets and liabilities

arising from higher market

volatility and the

size of the

combined Group; (ii)

the degree

to which UBS

is successful in

implementing changes to

its businesses to

meet changing market,

regulatory and other conditions,

including any potential changes to

banking examination and oversight practices

and standards as a

result of executive branch

orders or staff interpretations of law in

the US; (iii) inflation and interest rate volatility in

major markets; (iv) developments in the macroeconomic climate and in

the markets

in which

UBS operates

or to

which it

is exposed,

including movements

in securities

prices or

liquidity,

credit spreads,

currency exchange

rates,

residential and commercial real estate markets, general economic conditions, and changes to national trade policies on the financial position or creditworthiness

of UBS’s clients and counterparties,

as well as on client

sentiment and levels of activity;

(v) changes in the availability

of capital and funding, including

any adverse

changes in UBS’s credit spreads and credit

ratings of UBS, as well as availability and cost of funding,

including as affected by the marketability of additional tier

one debt instruments, to meet

requirements for debt eligible

for total loss-absorbing capacity (TLAC);

(vi) changes in and potential divergence

between central

bank policies or the implementation of financial legislation and regulation in Switzerland, the US, the UK, the EU and other financial centers that have imposed,

or

resulted

in,

or

may

do

so

in

the

future,

more

stringent

or

entity-specific

capital,

TLAC,

leverage

ratio,

net

stable

funding

ratio,

liquidity

and

funding

requirements, heightened operational resilience

requirements, incremental tax requirements,

additional levies, limitations on permitted activities, constraints

on

remuneration, constraints on transfers of capital

and liquidity and sharing of operational costs

across the Group or other

measures, and the effect these

will or

would have on UBS’s

business activities; (vii) UBS’s ability

to successfully implement resolvability

and related regulatory requirements

and the potential need to

make further changes to the legal structure

or booking model of UBS in response

to legal and regulatory requirements

including heightened requirements and

expectations due to its acquisition

of the Credit Suisse Group;

(viii) UBS’s ability to maintain

and improve its systems

and controls for complying

with sanctions

in a timely

manner and for

the detection and

prevention of money

laundering to meet

evolving regulatory requirements

and expectations, in

particular in the

current geopolitical turmoil;

(ix) the uncertainty arising

from domestic stresses

in certain major economies;

(x) changes in UBS’s

competitive position, including

whether differences in regulato

ry capital and other requirements

among the major financial centers adversely

affect UBS’s ability to compete

in certain lines of

business; (xi) changes in

the standards of conduct

applicable to its businesses

that may result from

new regulations or new

enforcement of existing standards,

including measures to impose new and

enhanced duties when interacting with customers and

in the execution and handling of customer

transactions; (xii) the

liability to which UBS may be exposed, or possible constraints or sanctions that regulatory authorities might impose on UBS, due to litigation, including litigation

it has inherited by virtue of

the acquisition of the Credit Suisse

Group, contractual claims and regulatory investigations, including

the potential for disqualification

from certain businesses, potentially large

fines or monetary penalties,

or the loss of

licenses or privileges as

a result of regulatory or

other governmental sanctions,

as well as the effect that litigation, regulatory and similar matters have on the operational risk component of its RWA; (xiii) UBS’s ability to retain and attract the

employees necessary to

generate revenues and

to manage, support

and control its

businesses, which may

be affected by

competitive factors; (xiv)

changes in

accounting or tax standards or policies, and determinations or interpretations affecting the recognition of gain or loss,

the valuation of goodwill, the recognition

of deferred tax assets and other matters; (xv) UBS’s ability to implement new technologies and business

methods, including digital services, artificial intelligence

and other technologies, and ability

to successfully compete with both

existing and new financial service

providers, some of which

may not be regulated

to the

same extent;

(xvi) limitations on

the effectiveness

of UBS’s internal

processes for

risk management,

risk control,

measurement and

modeling, and of

financial

models generally; (xvii) the occurrence

of operational failures, such as

fraud, misconduct, unauthorized trading, financial

crime, cyberattacks, data leakage and

systems failures, the risk of which is increased with persistently high levels of cyberattack threats; (xviii) restrictions on the ability of UBS Group AG, UBS AG and

regulated subsidiaries of UBS AG to make payments or distributions, including due to restrictions

on the ability of its subsidiaries to make loans or distributions,

directly or indirectly,

or, in the

case of financial difficulties, due to the

exercise by the Swiss Financial Market

Supervisory Authority (FINMA) or the regulators of

UBS’s operations in other countries of their broad statutory powers in relation to protective measures, restructuring and liquidation

proceedings; (xix) the degree

to which changes in regulation, capital or legal structure, financial

results or other factors may affect UBS’s ability to

maintain its stated capital return objective;

(xx) uncertainty over the scope of actions that may be required by UBS, governments and others for UBS to achieve goals relating to climate, environmental and

social matters, as well as the evolving nature of underlying science and industry and the increasing divergence among regulatory regimes; (xxi) the ability of UBS

to access capital

markets; (xxii) the

ability of UBS

to successfully recover

from a disaster

or other business

continuity problem due

to a hurricane,

flood, earthquake,

terrorist attack, war, conflict, pandemic, security breach, cyberattack, power loss, telecommunications failure or other natural or man-made event; and (xxiii) the

effect that these or other factors or unanticipated events, including

media reports and speculations, may have on its reputation and

the additional consequences

that this may have on its business and performance. The sequence in which the factors above are presented is not indicative of

their likelihood of occurrence or

the potential

magnitude of

their consequences.

UBS’s business

and financial

performance could

be affected

by other

factors identified

in its

past and

future

filings and reports, including those

filed with the US Securities

and Exchange Commission (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 UBS

Group AG

and UBS AG

Annual Reports

on Form

20-F for the

year

ended 31 December 2025. 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.

© UBS 2026. The key symbol and UBS are among the registered and unregistered trademarks of UBS. All rights reserved

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:

April 30, 2026