UBS 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: March 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

☐

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 2024 of UBS Group AG, filed with

the SEC on March 17,

2025.

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

31.12.24

30.9.24

Debt:

Short-term debt issued

1

91,491

89,741

Long-term debt issued

2

230,637

249,646

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

tier 1 capital instruments

13,084

13,470

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

tier 1 capital instruments

1,245

1,239

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

instruments

207

289

Total debt issued

3

322,128

339,387

Equity attributable to shareholders

85,079

87,025

Equity attributable to non-controlling interests

494

564

Total capitalization

407,701

426,976

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 December 2024, 89% 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

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:

March 17, 2025