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: May 13, 2024

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 each

of the

registration statements of

UBS Group

AG

on

Form

F-3

(Registration

Number

333-272452)

and

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 Campi ______________

Name:

Ella Campi

Title:

Executive Director

Date:

May 13, 2024