6-K - AMUB - Equibles

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: October 24, 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-

Form 20-F

☒

Form 40-F

☐

This Form 6-K consists of the news releases which appear immediately

following this page.

newsrelease6k20251024p3i0

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 24 October 2025

Page 1

24 October 2025

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

News release

Changes to the UBS Board of Directors

●

Lukas Gähwiler decides to retire after 45-year career in financial services; will

not stand for re-election to UBS Group AG Board of Directors

●

Markus Ronner will be nominated as Vice Chairman of UBS Group AG Board of

Directors

Zurich, 24 October 2025

– Lukas Gähwiler will not stand for re-election to the

UBS Group AG Board of

Directors at the Annual General Meeting (AGM) in April

After an exceptionally successful

career

spanning 45 years, he decided to retire from his role as Vice Chairman of

the Board of Directors, concluding

his long career in banking.

Lukas Gähwiler has served UBS in several

leadership roles: from 2010 to 2016 as member of the

Group

Executive Board of UBS Group AG and President of UBS in Switzerland,

followed by his tenure as Chairman of

UBS Switzerland AG. In 2022 he was appointed

as Vice Chairman of the UBS Group AG Board of Directors.

addition to his board responsibilities, he represented UBS in Switzerland’s

most important trade associations

and financial industry organizations. As the final

Chairman of Credit Suisse AG, he played a pivotal role in the

successful integration of Credit Suisse into UBS.

Colm Kelleher said: “It is with great appreciation and

deep regret that I had to accept the resignation of

Lukas. On behalf of all of UBS, our clients and

external partners, I want to

thank him for his tremendous

contributions and unwavering commitment

to UBS. Lukas is one of the most respected bankers

in Switzerland

and has been a key driving force behind the success

of UBS, particularly in Switzerland. He was

instrumental

in preparing and executing the Credit Suisse transaction, and

served as the final Chairman of Credit Suisse AG

during an exceptionally demanding transition.

Personally, Lukas has been my closest partner since I joined

UBS. His expertise, social skills, integrity and

work ethics set him apart. He will be

greatly missed, and I wish

him only the very best for his new endeavors.”

Sergio P.

Ermotti said: “Lukas has been a trusted partner

throughout my entire career at UBS. As President

and later Chairman of UBS in Switzerland,

he fundamentally repositioned and strengthened UBS

Switzerland, significantly contributing to the

Group’s success. Over the past nearly three years, it has been

privilege to work closely with him on the successful

integration of Credit Suisse. While I will miss him

and his

invaluable contributions, I fully understand

his decision to end his outstanding career in banking

and embrace

new priorities.”

Markus Ronner is proposed to succeed Lukas Gähwiler

and will be nominated as new member of the

Board

of Directors and Vice Chairman at the AGM 2026.

Markus Ronner is a Swiss citizen and has been

with UBS

his entire professional career since 1981. Over the last 25 years, he has

held several global leadership roles in

business, control and audit functions. Markus Ronner

became a member of the Group Executive Board in

newsrelease6k20251024p3i0

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 24 October 2025

Page 2

2018, when he took over his current role as the Group Chief

Compliance and Governance Officer, overseeing

compliance, financial crime prevention and operational

risk control as well as regulatory and governance

functions at the Group level. From 2022 to 2023 Markus

Ronner also served as the chairman of UBS

Switzerland AG. He is a recognized expert in regulation, risk control and

governance and well respected by

Swiss and international authorities.

Colm Kelleher said: “I congratulate Markus

on his nomination. His extensive and

unique experience in

financial services will provide the Board with valuable insights.

In his role as Vice Chairman, he will represent

UBS across several key industry bodies. I am looking

forward to working closely with him upon his

election.”

Sergio P.

Ermotti said: “Markus’s foundational work

over the past 15 years helped shape the firm’s

legal

structure and governance. Since joining the

Group Executive Board in 2018 as Group Chief Compliance and

Governance Officer, Markus has navigated through a demanding non-financial risk environment, based

industry-leading compliance, financial crime prevention

and operational risk management standards and

established a robust resolvability framework for UBS.

I thank Markus for his outstanding contributions

and

look forward to continuing to work with him in his new

role.”

The succession of Markus Ronner will be

communicated separately.

UBS Group AG and UBS AG

Investor contact

Switzerland:

+41-44-234 41 00

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

newsrelease6k20251024p3i0

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 24 October 2025

Page 3

24 October 2025

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

News release

Changes to UBS’s Group Executive Board

●

Michelle Bereaux, Group Integration Officer,

will become Group Head

Compliance and Operational Risk Control

●

Beatriz Martin will take on the role of Group Chief Operating Officer in addition

to her current responsibilities and will continue to act as President EMEA

●

In his role as Group Chief Technology

Officer,

Mike Dargan will focus on

capturing opportunities arising from innovation and technological changes

●

Governmental and Regulatory Affairs and Group Security functions, currently

part of Group Compliance, Regulatory and Governance, will be transferred to

Group CFO Todd

Tuckner

and Group Head of HR and Corporate Services Stefan

Seiler,

respectively

Zurich, 24 October 2025

– As announced separately, Group Chief Compliance and Governance Officer

Markus Ronner will be nominated as Vice

Chairman of the UBS Group AG Board of Directors at the Annual

General Meeting in April 2026.

In parallel, the following organizational changes

will be made to the UBS Group Executive Board (GEB),

effective 1 January 2026:

Michelle Bereaux, Group Integration Officer, will take on the role of Group Head Compliance and Operational

Risk Control. Michelle has enabled remarkable progress in the integration

of Credit Suisse, which UBS is on

track to complete by the end of 2026. This

includes, among other things, the successful

completion of client

migrations outside of Switzerland and the transfer

of about two thirds of clients in Switzerland. In her

new

role, Michelle will focus on steering UBS through a demanding

non-financial risk environment. She will

relinquish her duties as Group Integration Officer once she

assumes her new responsibilities.

Beatriz Martin, Head of Non-Core and Legacy, will become Group Chief Operating Officer. The role will

include her current responsibilities as Lead for Sustainability

and Impact and Head of Non-core and Legacy, as

well as new responsibility for the finalization of the

integration of Credit Suisse, Group Operations, and the

Internal Consulting and Governance

teams. In her new role, Beatriz will focus on the operational

integration

and alignment of UBS business divisions,

focused on strategic key projects. She will also continue

to act as

President EMEA and UK Chief Executive.

Mike Dargan, in his role as Group Chief Technology Officer,

will focus on evolving UBS’s technology platforms

and ensuring they remain efficient, resilient and targeted at the

organization’s evolving needs. In addition,

Mike will direct even more of his efforts to continuing to advance

UBS’s strong position in capturing the

opportunities arising from rapid technological change,

including in AI and digital assets.

newsrelease6k20251024p3i0

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 24 October 2025

Page 4

Responsibility for Governmental and

Regulatory Affairs will be transferred to Group CFO Todd Tuckner.

Group Security will be integrated into the Group Human

Resources and Corporate Services organization

led

by Stefan Seiler.

Commenting on the leadership changes,

Group CEO Sergio P.

Ermotti said: “Markus’s foundational work

over the past 15 years helped shape the firm’s

legal structure and governance. Since joining the

Group

Executive Board in 2018 in his current role as Group Chief Compliance and

Governance Officer, Markus has

established industry-leading compliance, financial

crime prevention and operational risk control, as

well as a

robust regulatory management and resolvability framework for UBS.

I thank Markus for his outstanding

contributions and look forward to continuing to work

with him in his new role.”

Sergio P.

Ermotti added: “I also congratulate Michelle,

Beatriz, Mike, Todd and Stefan on their new

responsibilities. With these changes,

UBS is ideally positioned to successfully complete

the integration, focus

on growth opportunities and continue to deliver in

the best interest of all our key stakeholders.”

UBS Group AG and UBS AG

Investor contact

Switzerland:

+41-44-234 41 00

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

This

Form

6-K

hereby

incorporated

reference

into

(1)

each

the

registration

statements

Form

F-3

(Registration

Number

333-283672),

and

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

into

each

prospectus

outstanding

under

any

the

foregoing

registration

statements,

(2)

any

outstanding

offering

circular or