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 7, 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

☐

UBS Group AG produces regular annual and quarterly reports, which

are submitted to the

SEC under Forms 20-F and 6-K, respectively. UBS Group AG’s consolidated financial statements are

prepared in accordance with IFRS Accounting Standards. SEC regulations

require certain additional

disclosures to be included in registration statements relating to offerings of securities.

Certain of these

additional disclosures follow herein, and should be read in conjunction with

the annual report on Form

20-F for the year ended 31 December 2023 of UBS Group AG, filed with

the SEC on March 28, 2024,

as well as UBS Group AG's first quarter 2024 report, submitted to the SEC

on Form 6-K on May 7,

2024.

Capitalization of UBS Group AG

The

table

below

presents

the

consolidated

capitalization

of

UBS

Group

AG

in

accordance

with

IFRS

Accounting

Standards in US dollars, the presentation currency of UBS Group AG.

As of

USD m

31.3.24

31.12.23

Debt:

Short-term debt issued

1

96,331

105,690

Long-term debt issued

2

246,726

260,416

of which: eligible as high-trigger loss-absorbing additional

tier 1 capital instruments

12,021

10,744

of which: eligible as low-trigger loss-absorbing additional

tier 1 capital instruments

1,217

1,214

of which: eligible as non-Basel III-compliant tier 2 capital

instruments

537

538

Total debt issued

3

343,056

366,106

Equity attributable to shareholders

85,260

86,108

Equity attributable to non-controlling interests

506

531

Total capitalization

428,823

452,745

1 Short-term debt issued consists of debt issued (reflected on

the balance sheet lines Debt issued measured at amortized cost

and Debt issued designated at fair value) by

UBS Group AG and

its subsidiaries with a remaining contractual maturity

of less than one year without considering any

early redemption features.

2 Long-term debt issued consists of debt

issued (reflected on

the balance sheet lines Debt issued measured at amortized cost and Debt issued

designated at fair value) by UBS Group AG and

its subsidiaries with a remaining contractual maturity of more

than one year without considering any early redemption features.

3 As of 31 March 2024, 90% of the total debt issued was unsecured.

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 7, 2024