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: July 30,

2025

UBS Group AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(Address of principal executive office)

Commission File Number: 1-36764

UBS AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

Aeschenvorstadt 1, 4051 Basel, Switzerland

(Address of principal executive offices)

Commission File Number: 1-15060

Indicate by check mark whether the registrants file or will file annual

reports under cover of Form

20-F or Form 40-

F.

Form 20-F

☒

Form 40-F

☐

This Form 6-K consists of (i) the presentation materials related to the second

quarter 2025 financial

results of UBS and (ii) the prepared remarks of Sergio Ermotti for the media conference

of 30 July

2025, which appear immediately following this page.

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2Q2025 Media Briefing

30 July 2025

Remarks by Sergio P.

Ermotti, Group Chief Executive Officer

Good morning. Thank you for joining us here in person, or remotely.

As you may have heard during the analysts’ call, the quarter kicked off with extreme volatility in

global financial markets in April. As you can see on the first slide during this period, we

sustained robust momentum by staying close to our clients while following through on a critical

phase of our integration of Credit Suisse.

This allowed us to deliver strong results which contributed to a first-half underlying return on

CET1 capital of 13.3%.

We continue to demonstrate the power of our differentiated business model and our diversified

global footprint, while maintaining our balance sheet for all seasons and steadily improving our

risk-adjusted returns since the acquisition.

Group invested assets reached a record 6.6 trillion dollars and private and institutional client

activity was strong across all our regions.

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We continue to be a reliable partner for the Swiss economy,

supporting communities, families

and businesses to achieve their goals, granting or renewing 40 billion Swiss francs of loans in

the quarter.

And we are further reducing the execution risk of the integration. We finalized the migration of

our clients booked outside of Switzerland and completed the first wave of Swiss client

migrations.

So, overall, I am very satisfied with our performance, thanks to the extraordinary focus of our

colleagues across the firm.

Later,

Todd

and I will be happy to answer any questions you have on our results.

The Proposals

Now, let’s turn to the other topic I wanted to comment on today: the banking reform proposals

put forward by the Swiss Federal Council on June 6.

As you know, we support most of these as long as they are consistent with the Federal

Council’s aims of being targeted, proportionate and internationally aligned.

However,

we strongly disagree with the proposed capital requirements, which fall well short of

international best practices. They do not represent a conservative approach to regulation.

Instead, as you can see on this slide, these rules are extreme and adopt the most onerous

components from other key financial centers that compete with Switzerland, without any of the

corresponding measures other jurisdictions put in place to mitigate economic damage and

competitive distortions.

The direction of travel also diverges from recent developments in Europe, the UK, and the

United States. Switzerland risks becoming an outlier in financial regulation, with unknown and

yet-to-be measured consequences for its economy and standing in the world.

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In addition, the proposals only partially reflect the true lessons learned from Credit Suisse’s

collapse. Credit Suisse didn't fail due to inadequate capital requirements.

The real problem was that the rules were not implemented consistently and coherently.

Credit

Suisse benefited from regulatory exceptions that delayed recognition of losses on foreign

subsidiaries. Had it fully implemented existing regulations for capital treatment of those

subsidiaries, it would have held double the capital it actually did in the year before it collapsed.

The PUK report clearly identified these weaknesses, but the Federal Council's proposed

regulatory measures fail to recognize their importance.

In contrast, UBS has been fully implementing the rules for years. As a consequence, by March

2023 UBS was in such a position of strength that Swiss and international regulators saw it as

part of the solution, by acquiring Credit Suisse. That avoided unnecessary risks for Switzerland

and the financial system and immediately helped restore financial stability.

Looking at the next slide, let me explain why the proposed capital requirements are extreme.

Based on current regulation, UBS will already have to absorb an additional 18 billion dollars in

capital. This includes 9 billion from the removal of the the regulatory concessions granted to

Credit Suisse, and around another 9 billion to meet the current progressive requirements

due to

the enlarged size of the combined business.

On top of this comes the 24 billion in additional capital, which on June 6 we said we would

need if the proposals were adopted.

Add it all up, and UBS would need to hold 42 billion of additional capital. This is the absolute

amount.

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This slide shows how extreme this proposal is, comparing it to our current requirement and

those of our peers. As you can see, the de-facto minimum CET1 ratio requirements for UBS

would be at least 50% higher than the average across global systemically important banks.

This is the ultimate proof the proposed capital measures are neither proportionate nor

internationally aligned.

No free lunch

I've heard theories that we can simply move money around, reclassify businesses or sell assets to

address these requirements. Let me be direct: there are

no easy or quick fixes and it’s unrealistic

to assume that UBS shareholders or clients outside Switzerland will bear increased costs on their

own.

Even the expert report by Alvarez & Marsal, which was commissioned by the Federal Council,

highlights this issue.

The report makes clear that higher capital will affect our competitive position. It also details the

potential negative impact on Swiss households, businesses, counterparties, taxpayers and, of

course, our shareholders.

As a globally connected bank, UBS brings the best of the world to its clients in Switzerland. Yet

to provide these unique products and services, we need an international presence, which these

proposed rules are designed to punish.

As these rules would raise the cost of our primary raw material – capital – it stands to reason

that they would affect the price and availability of these services, including for corporate and

retail customers in our Swiss subsidiary.

As services like payments, capital markets activities, foreign exchange and trade finance become

more costly,

so does running a business and everyday banking. It isn’t possible to isolate capital

rules from real world economic impact – every franc has a ripple effect.

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Duty to contribute

In closing, let me just say that our efforts in contributing to the public debate are about serving

our shareholders, clients, employees and the Swiss economy with transparency and

accountability.

We have a unique business model, which is sometimes overlooked here in Switzerland. We are

the only truly global wealth manager and the systemically important bank with the highest

share of revenues derived from asset-gathering activities, which makes us particularly stable and

lower-risk.

We are Switzerland’s leading bank, and a positive reflection of the way in which our country

punches above its weight, with GDP per adult twice that in Germany or France and a stock

market capitalization relative to GDP that’s far above most of our European

neighbours.

Switzerland is the world's 20th largest economy, so

it should not be surprising that we are

around the 20th-largest bank.

We benefit from our Swiss heritage and believe that Switzerland benefits from a diversified and

competitive financial center with UBS at its core. And we are strong thanks to our global

footprint – not in spite of it.

Remember,

that as leaders of a listed company with shareholders and bondholders around the

world, UBS executives and board members have a legal and fiduciary duty, as

well as a moral

obligation, to present facts accurately and with an appropriate level of due diligence. Not

everybody offering opinions and assessments is subject to the same standards.

After what happened at Credit Suisse, we understand the need for society to reflect on what

happened and consider ways to avoid future crises.

That is why we will continue to engage with policymakers, analyse and clearly address the

economic realities these proposals create. We know this is not a negotiation. But where

appropriate we will, in a constructive spirit, offer our views on how we believe Switzerland and

UBS can strike the right balance.

We believe it is the right thing to do for UBS, our employees and clients, and Switzerland.

Thank you.

# # #

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:

July 30, 2025