AMUB 0001610520-25-000069 6-K Filing: Jun 6, 2025

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: June 6, 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 release that immediately follows

this page.

newsrelease6k20250606p3i0

UBS News Release, 6 June 2025

Page 1

6 June 2025

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

News Release

UBS statement on regulatory proposals made by the Swiss government

Zurich, 6 June 2025 – UBS supports in principle most of the

regulatory proposals the Swiss Federal

Council published today.

However, UBS strongly disagrees with the extreme increase in capital

requirements that has been proposed. These changes would result in capital requirements that are

neither proportionate nor internationally aligned.

The proposals would require UBS to fully deduct investments in foreign subsidiaries from its CET1 capital.

UBS would also need to fully deduct deferred tax assets on temporary differences (TD DTAs) and

capitalized software from its CET1 capital. Furthermore, the proposals would necessitate an increase in

prudential valuation adjustments (PVAs).

Based on published financial information from the first quarter of 2025, and

given UBS AG’s target CET1

capital ratio of between 12.5% and 13%, UBS AG would be required to hold additional estimated CET1

capital of around USD 24bn on a pro-forma basis, if the recommendations are implemented as

proposed. This includes around USD 23bn related to the full deduction of UBS AG’s investments in

foreign subsidiaries. These pro-forma figures also reflect previously announced expected capital

repatriations of around USD 5bn.

The incremental CET1 capital of around USD 24bn required at UBS AG would result in a CET1 capital

ratio at the UBS Group AG (consolidated) level of around 19%. At Group level, the proposed measures

related to TD DTAs, capitalized software and PVAs would eliminate capital recognition for these items in

a manner misaligned with international standards. This would reduce the CET1 capital

ratio at UBS

Group to around 17%, underrepresenting UBS’s capital strength. Further information is available at

www.ubs.com/presentations.

The additional capital of USD 24bn would be in addition to the previously communicated

incremental

capital of around USD 18bn UBS will have to hold as a result of the acquisition of

Credit Suisse in order

to meet existing regulations. This includes about USD 9bn to remove the regulatory concessions granted

to Credit Suisse and around USD 9bn to meet the current progressive requirements due to the enlarged

size of the combined business.

As a result, UBS would be required to hold about USD 42bn in additional CET1 capital in total.

As none of the regulatory changes are expected to become effective before 2027, UBS Group AG

maintains its target of achieving an underlying return on CET1 capital of

around 15% and an underlying

cost/income ratio of <70% by the end of 2026 (both on an exit

rate basis). UBS will provide an update

on its longer-term returns targets when there is more clarity on the timing of

potential changes and

when the likely final outcome becomes more visible.

The proposals are available on the website

of the Swiss government at www.admin.ch

newsrelease6k20250606p3i0

UBS News Release, 6 June 2025

Page 2

UBS also reaffirms its capital return intentions for 2025. These include accruing for an

increase of around

10% in the ordinary dividend per share and repurchasing up to USD 2bn of shares in the second half of

the year, for a total of up to USD 3bn. This plan continues to be subject to UBS Group maintaining a

CET1 capital ratio target of around 14% and achieving its financial targets and

is consistent with UBS’s

previously communicated plans and conservative approach. UBS will communicate its 2026 capital

returns ambitions with its fourth quarter and full-year financial results for 2025.

UBS will actively engage in the consultation process with all relevant stakeholders and contribute

evaluating alternatives and effective solutions that lead to regulatory change

proposals with a reasonable

cost/benefit outcome. UBS will also evaluate appropriate measures, if and where possible, to address the

negative effects that extreme regulations would have on its shareholders.

As the largest truly global wealth manager and leading bank in Switzerland,

with competitive global

investment bank and asset management capabilities, UBS brings financial

stability, expertise, economic

benefits and international know-how to its home country and

to all its clients globally. UBS remains

committed to its diversified business model and its unique

regional footprint as well as successfully

completing the integration of Credit Suisse in the best interest of all stakeholders.

UBS is reviewing the substantial amount of information published today and

will share its further

assessment in due course.

UBS Group AG and UBS AG

Investor contact

Switzerland:

+41-44-234 41 00

Americas:

+1 212 882 57 34

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

newsrelease6k20250606p3i0

UBS News Release, 6 June 2025

Page 3

Cautionary Statement Regarding Forward-Looking Statements

This news 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.

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

ongoing conflicts in the Middle East, as

well as the continuing Russia–Ukraine

war. UBS’s acquisition of the Credit Suisse Group has 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

than expected. Following the failure of Credit Suisse,

Switzerland is considering significant changes to

its capital, resolution and regulatory regime, which, if proposed

and adopted, may significantly increase our capital requirements

or impose other costs on

UBS. 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; (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 to

meet requirements for debt eligible for total loss-absorbing

capacity (TLAC); (vi) changes in central bank policies

or the implementation of financial legislation

and regulation in Switzerland, the US, the UK, the

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 and any additional requirements due to its acquisition

of the Credit Suisse Group, or other developments;

(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 regulatory 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, 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 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

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 possibility of conflict

between different governmental standards and 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

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).

newsrelease6k20250606p3i0

UBS News Release, 6 June 2025

Page 4

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 2024. 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.

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

AMUB 6-K