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 17, 2025

UBS Group AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(Address of principal executive office)

Commission File Number: 1-36764

Indicate by check mark whether the

registrant files 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 newly registered

Articles of Association of UBS Group

AG, which

appear immediately following this page.

This Form 6-K

is hereby incorporated by

reference into the

registration statements of UBS Group

AG on

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 of the foregoing registration

statements.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant

has duly caused

this report to be signed on its 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

Date:

April 17, 2025