UBS Group updates governance and capital rules

UBS Group AG has filed a Form 6‑K to provide its newly registered Articles of Association, setting out its current capital structure and governance rules.

Rhea-AI Filing Summary

UBS Group AG has filed a Form 6‑K to provide its newly registered Articles of Association, setting out its current capital structure and governance rules. The share capital is USD 327,780,516.40, divided into 3,277,805,164 registered shares with a par value of USD 0.10 each.

The Articles authorize conditional capital for employee equity plans and convertible instruments, as well as up to 700,000,000 shares of conversion capital for contingent Financial Market Instruments. They also codify the powers of the General Meeting, Board of Directors and Group Executive Board, and detail the framework for approving and paying compensation.

Key Figures

Share capital: USD 327,780,516.40 Shares outstanding: 3,277,805,164 shares Conditional capital – employee plans: 121,705,830 shares +5 more

8 metrics

Share capital USD 327,780,516.40 Stated share capital divided into registered shares

Shares outstanding 3,277,805,164 shares Registered shares at par value USD 0.10 each

Conditional capital – employee plans 121,705,830 shares Up to USD 12,170,583.00 for employee and director options

Conditional capital – convertibles/warrants 380,000,000 shares Up to USD 38,000,000 via conversion rights and warrants

Conversion capital 700,000,000 shares Up to USD 70,000,000 for contingent Financial Market Instruments

Loan cap per board member CHF 20,000,000 Maximum loans to each Board member under Articles

Loan cap per executive CHF 20,000,000 Maximum loans to each Group Executive Board member

Agenda proposal threshold USD 62,500 par value Minimum share par value to request agenda items

Key Terms

conditional share capital, Financial Market Instruments, Independent Proxy, statutory capital reserve, +2 more

6 terms

conditional share capital financial

"The share capital may be increased by a maximum of USD 12,170,583.00 through the issuance of a maximum of 121,705,830 fully paid registered shares..."

Conditional share capital is a pool of extra shares a company is legally allowed to create only if specific events occur, such as holders of certain rights asking to exchange their claims for stock or pre-set triggers being met. It matters to investors because those shares can reduce each existing holder’s ownership and voting power and change earnings per share, much like adding new slices to a pizza changes the size of each person’s piece.

Financial Market Instruments financial

"through the mandatory conversion of claims arising upon the occurrence of one or more trigger events under financial market instruments with contingent conversion features (Financial Market Instruments)..."

Independent Proxy regulatory

"The Independent Proxy shall be elected by the General Meeting for a term of office expiring after completion of the next Annual General Meeting."

An independent proxy is a neutral person or third-party firm appointed to collect and cast shareholders’ votes at a corporate meeting when owners cannot attend in person. It matters to investors because it helps ensure votes are handled fairly and free from insider influence; think of it as a trusted messenger who follows your instructions so your voice counts in decisions that can affect company strategy and share value.

statutory capital reserve financial

"until such time as said reserve, together with the statutory capital reserve, amounts to 20% of the share capital."

contingent conversion features financial

"Financial Market Instruments with contingent conversion features (Financial Market Instruments) issued by UBS Group AG."

Organization Regulations regulatory

"The allocation of authority and functions shall be defined in the Organization Regulations."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did UBS (UBS) disclose in this Form 6-K filing?

UBS Group AG furnished its newly registered Articles of Association. These set out the company’s purpose, capital structure, governance bodies, compensation framework and shareholder rights, and are incorporated by reference into several existing Form F-3 and Form S-8 registration statements.

What is UBS (UBS) current share capital and share count?

UBS Group AG’s share capital is USD 327,780,516.40, divided into 3,277,805,164 registered shares. Each share has a par value of USD 0.10 and carries one vote, and the share capital is described as being fully paid up in the Articles.

What conditional share capital does UBS (UBS) authorize in its Articles?

The Articles allow increasing share capital by up to USD 12,170,583.00 through 121,705,830 shares for employee options and up to USD 38,000,000 through 380,000,000 shares via conversion rights or warrants attached to bonds or similar instruments, with shareholder preemptive rights excluded.

What is UBS (UBS) conversion capital for contingent instruments?

UBS may increase share capital by up to USD 70,000,000 through issuing up to 700,000,000 registered shares upon mandatory conversion of claims under Financial Market Instruments with contingent conversion features issued by UBS Group AG, with preemptive and advance subscription rights excluded.

How are UBS (UBS) board and executive compensation approved?

The General Meeting approves maximum aggregate compensation for the Board for the term to the next Annual General Meeting, fixed compensation for the Group Executive Board for the following year, and variable compensation for the preceding year, based on proposals from the Board of Directors.

What limits apply to loans to UBS (UBS) directors and executives?

Loans to Board members and Group Executive Board members must be on substantially the same terms as for employees. The total amount of such loans may not exceed CHF 20,000,000 per member under the Articles, with terms differing for independent and non‑independent directors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 5, 2026

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.

1

Articles of Association

UBS Group AG

(UBS Group SA)

(UBS Group Inc.)

15 April 2026

2

The present text is a translation of the original German Articles of Association

(“Statuten

”

) which constitute the definitive text and are binding in law.

In these Articles of Association, references to the generic masculine equally apply

to both sexes.

3

Contents

Section 1

Name, registered office, business object and duration

of the Corporation

4

Section 2

Share capital

5

Section 3

Corporate bodies

10

A.

General Meeting

10

B.

Board of Directors

15

C.

Group Executive Board

21

D.

Auditors

23

Section 4

Financial statements and appropriation of profit, reserves

24

Section 5

Compensation of the members of the Board of Directors

and the Group Executive Board

25

Section 6

Notices and jurisdiction

28

Section 7

Disclosure of contributions in kind

29

4

Section 1

Name, registered office, business object and

duration of the Corporation

Article 1

Name and

registered office

A corporation limited by shares under the name of

UBS Group AG / UBS Group SA / UBS Group Inc. is

established with its registered office in Zurich.

Article 2

Purpose

1

The purpose of the Corporation is to acquire, hold, manage

and sell direct and indirect participations in enterprises of any

kind, in particular in the area of banking, financial, advisory,

trading and service activities in Switzerland and abroad.

2

The Corporation may establish enterprises of any kind in

Switzerland and abroad, hold equity interests in these

enterprises, and conduct their management.

3

The Corporation is authorized to acquire, mortgage and sell

real estate and building rights in Switzerland and abroad.

4

The Corporation may provide loans, guarantees and other

kinds of financing and security for Group companies and

borrow and invest money on the money and capital

markets.

Article 3

Duration

The duration of the Corporation shall not be limited by time.

5

Section 2

Share capital

Share capital

Conditional

capital

Article 4

The share capital of the Corporation is USD 327,780,516.40,

divided into 3,277,805,164 registered shares with a par

value of USD 0.10 each. The share capital is fully paid up.

Article 4a

1

The share capital may be increased by a maximum of

USD 12,170,583.00 through the issuance of a maximum

of 121,705,830 fully paid registered shares with a par

value of USD 0.10 each upon exercise of employee options is-

sued to employees and members of the management and

of the Board of Directors of the Corporation and its sub-

sidiaries. The preemptive rights and the advance subscrip-

tion rights of the shareholders shall be excluded. The

issuance of these options to employees and members of

the management and of the Board of Directors of the

Corporation and its subsidiaries will take place in accord-

ance with the plan rules issued by the Board of Directors

and its compensation committee. The acquisition of

shares through the exercise of option rights as well as

every subsequent transfer of these shares shall be subject

to the registration requirements set forth in Article 5 of

the Articles of Association.

2

The share capital may be increased in an amount not to

exceed USD 38,000,000 by the issuance of up to

380,000,000 fully paid registered shares with a nominal

value of USD 0.10 each through the voluntary or mandatory

exercise of conversion rights and/or warrants granted in

connection with the issuance of bonds or similar financial

instruments by the Corporation or one of its Group compa-

nies on national or international capital markets. The pre-

emptive rights of the shareholders shall be excluded. The

then current owners of conversion rights and/or warrants

shall be entitled to subscribe for the new shares. The condi-

tions of the conversion rights and/or warrants shall be de-

termined by the Board of Directors.

6

The acquisition of shares through voluntary or mandatory

exercise of conversion rights and/or warrants, as well as

each subsequent transfer of the shares, shall be subject to

the registration requirements set forth in Article 5 of the

Articles of Association.

In connection with the issuance of convertible bonds or

bonds with warrants or similar financial instruments, the

Board of Directors shall be authorized to restrict or exclude

the advance subscription rights of shareholders if such instru-

ments are issued (i) on national or international capital mar-

kets or (ii) to one or more financial investors. If the advance

subscription rights are restricted or excluded by the Board of

Directors, the following shall apply: the issuance of such in-

strument shall be made at prevailing market conditions, and

the new shares shall be issued pursuant to the relevant con-

ditions of that financial instrument. Conversion rights may be

exercised during a maximum 10-year period, and warrants

may be exercised during a maximum 7-year period, in each

case from the date of the respective issuance. The issuance

of the new shares upon voluntary or mandatory exercise of

conversion rights and/or warrants shall be made at condi-

tions taking into account the market price of the shares

and/or comparable instruments with a market price at the

time of the issuance of the relevant financial instrument.

Article 4b

Conversion

capital

1

The share capital may be increased by a maximum of USD

70,000,000 through the issuance of a maximum of

700,000,000 fully paid registered shares with a par value of

USD 0.10 each, through the mandatory conversion of

claims arising upon the occurrence of one or more trigger

events under financial market instruments with contingent

conversion features (Financial Market Instruments) issued by

UBS Group AG.

2

The issue price or the rules by which the issue price is set

shall be determined by the Board of Directors, taking due

account of the applicable market conditions.

7

3

The preemptive rights of the shareholders shall be ex-

cluded. Holders of Financial Market Instruments are entitled

to acquire the new shares.

4

Shareholders’ advance subscription rights with regard to

Financial Market Instruments shall be excluded provided the

Financial Market Instruments are issued (i) at prevailing mar-

ket conditions; or (ii) at a discount if a rapid and full place-

ment of larger tranches of the Financial Market Instruments

is required.

5

The acquisition of shares through the conversion of Finan-

cial Market Instruments, and any subsequent transfer of

these shares shall be subject to the registration require-

ments set forth in Article 5 of the Articles of Association.

6

Newly created shares may be issued in a form other than

intermediary-held securities.

Article 5

Share register

and nominees

1

A share register is maintained for the registered shares, in

which owners’ and usufructuaries’ family and given names

are entered, with their complete address and nationality

(or registered office for legal entities). Shares held in joint

accounts may be registered jointly with voting rights, if all

registered owners of the shares provide the declaration

requested in paragraph 3 below.

2

If the mailing address of a shareholder changes, the new

address must be communicated to the Corporation. As long

as this has not been done, all written communications will be

sent to the address entered in the share register, this being

valid according to the requirements of the law.

3

Those who acquire registered shares shall be entered in

the share register as shareholders with voting rights if they

expressly declare that they acquired these registered shares

in their own names and for their own account. If the party

acquiring the shares is not prepared to provide such a decla-

ration, the Board of Directors may refuse to allow the shares

to be entered with voting rights.

8

4

The restriction on registration under paragraph 3 above

also applies to shares acquired by the exercise of preemp-

tive, option or conversion rights.

5

The Board of Directors is authorized, after hearing the po-

sition of the registered shareholder or nominee affected, to

strike the entry of a shareholder with voting rights from the

share register retroactively with effect to the date of the

entry, if it was obtained under false pretenses. The party

affected must be informed of the action immediately.

6

The Board of Directors formulates general principles relat-

ing to the registration of fiduciaries/nominees and issues the

necessary regulations to ensure compliance with the above

provisions.

Article 6

Form of shares

1

Registered shares of the Corporation will be, subject to

paragraph 2, in the form of uncertificated securities (in the

sense of the Swiss Code of Obligations) and intermediary-

held securities (in the sense of the Swiss Federal Intermedi-

ated Securities Act).

2

Following his registration in the share register, the share-

holder may request the Corporation to issue a written state-

ment in respect of his registered shares at any time; how-

ever, he has no entitlement to the printing and delivery of

share certificates. In contrast, the Corporation may print

and deliver share certificates for registered shares (single

certificates, certificates representing multiples of shares or

global certificates) at any time. It may withdraw registered

shares issued as intermediary-held securities from the

respective custody system. With the consent of the share-

holder, the Corporation may cancel issued certificates which

are returned to it without replacement.

3

Intermediated securities based on registered shares of the

Corporation cannot be transferred by way of assignment. A

security interest in any such intermediated securities also

cannot be granted by way of assignment.

9

Article 7

Exercise of rights

1

The Corporation recognizes only one representative per

share.

2

Voting rights and associated rights may only be exercised

in relation to the Corporation by a party entered in the

share register as having the right to vote.

10

Section 3

Corporate bodies

A.

General Meeting

Article 8

Authority

The General Meeting is the Corporation’s supreme corpo-

rate body.

Article 9

Types of General

Meetings

a. Annual General

Meeting

The Annual General Meeting takes place every year within

six months after the close of the financial year; the annual

report, the compensation report and the reports of the

Auditors must be available to shareholders at least twenty

days before the meeting.

Article 10

b. Extraordinary

General Meetings

1

Extraordinary General Meetings are convened whenever

the Board of Directors or the Auditors consider it necessary.

2

Such a meeting must also be convened upon a resolution

of the General Meeting or a written request from one or

more shareholders representing together at least one twen-

tieth of the share capital, specifying the items to be in-

cluded on the agenda and the proposals to be put forward.

Article 10a

Venue

1

The Board of Directors may also provide that shareholders

who are not present at the venue(s) of the General Meeting

may exercise their rights by electronic means.

2

Alternatively and in exceptional circumstances, the Board

of Directors may provide that the General Meeting shall be

held by electronic means without a venue.

Article 11

Convening

1

The General Meeting shall be called by the Board of Direc-

tors or, if need be, by the Auditors at least twenty days be-

fore the meeting is to take place in accordance with Article

47 of these Articles of Association.

11

2

The notice to convene the General Meeting shall specify

a)

the date, beginning, mode and venue

b)

the agenda items

c)

the motions of the Board of Directors together with a

brief statement of the reasons

d)

the motions from shareholders together with a brief

statement of the reasons, if any

e)

the name and address of the independent proxy and

f)

in the event of elections, the names of the proposed

candidates.

Article 12

Placing of items

on the agenda

1

Shareholders representing shares with an aggregate par

value of USD 62,500 may submit requests for items to be

placed on the agenda for consideration by the General

Meeting or that motions relating to agenda items be in-

cluded in the notice to convene the General Meeting. Their

requests for agenda items or motions shall be submitted in

writing within the deadline published by the Corporation

and specify the requests for agenda items and motions to

be put forward.

2

No resolutions may be passed concerning items which

have not been duly placed on the agenda, except on a mo-

tion put forward at the General Meeting to call an Extraor-

dinary General Meeting or a motion for a special investiga-

tion to be carried out.

Article 13

Chairmanship,

tellers, minutes

1

The Chairman of the Board of Directors or, if the Chair-

man cannot attend, a Vice Chairman or another member

designated by the Board of Directors, shall preside over the

General Meeting and appoint a secretary and the necessary

tellers.

2

Minutes are kept of the proceedings and must be signed

by the presiding chair of the meeting and the secretary.

12

Article 14

Shareholder

proxies

1

The Board of Directors issues procedural rules for participa-

tion and representation of shareholders at the General Meet-

ing, including the requirements as to powers of attorney.

2

A shareholder may only be represented at the General

Meeting by his legal representative, under a written power

of attorney by a proxy who does not need to be a share-

holder or, under a written or electronic power of attorney,

by the Independent Proxy.

3

The presiding chair of the meeting decides whether to rec-

ognize the power of attorney.

Article 15

Independent Proxy

1

The Independent Proxy shall be elected by the General

Meeting for a term of office expiring after completion of

the next Annual General Meeting.

2

Re-election is permitted.

3

If the Corporation does not have an Independent Proxy,

the Board of Directors shall appoint the Independent Proxy

for the next General Meeting.

Article 16

Voting right

Each share conveys the right to cast one vote.

Article 17

Resolutions,

elections

1

Resolutions and elections are decided at the General

Meeting by a majority of the votes represented, excluding

blank and invalid ballots, subject to these Articles of Associ-

ation and the compulsory provisions of the law.

2

A resolution to change Article 19 of the Articles of Associ-

ation, to remove one fourth or more of the members of the

Board of Directors or to delete or modify Article 17 para-

graph 2 of the Articles of Association must receive at least

two thirds of the votes represented.

13

3

The presiding chair of the meeting shall decide whether

voting on resolutions and elections be conducted electroni-

cally, by a show of hands or by a written ballot. Sharehold-

ers representing at least 3% of the votes represented may

always request that a vote or election take place electroni-

cally or by a written ballot.

4

In the case of a written ballot, the presiding chair of the

meeting may rule that only the ballots of those shareholders

shall be collected who choose to abstain or to cast a nega-

tive vote, and that all other shares represented at the

General Meeting at the time of the vote shall be counted in

favor, in order to expedite the counting of the votes.

5

The presiding chair of the meeting may order that a reso-

lution or election be repeated if, in his view, the results of

the vote are in doubt. In this case, the preceding resolution

or election shall be deemed to have not occurred.

Article 18

Powers

The General Meeting has the following powers:

a)

To

establish and amend the Articles of Association

b)

To

elect the members and the Chairman of the Board of

Directors and the members of the compensation com-

mittee

c)

To

elect the Auditors

d)

To

elect the Independent Proxy

e)

To

approve the management report and the Group fi-

nancial statements

f)

To

approve the financial statements and to decide upon

the appropriation of the net profit shown in the balance

sheet

g)

To

determine interim dividends and approve the interim

financial statements required for this purpose

h)

To

approve the compensation for the Board of Directors

and the Group Executive Board pursuant to Article 43 of

the Articles of Association

14

i)

To

take the decision on the repayment of the statutory

capital reserve

j)

To

give the members of the Board of Directors and of

the Group Executive Board a discharge

k)

To

de-list equity securities of the Corporation

l)

To

take decisions on all matters reserved to the General

Meeting by law or by the Articles of Association, or

which are placed before it by the Board of Directors.

15

B.

Board of Directors

Article 19

Number of

Board members

The Board of Directors shall consist of at least six and no

more than twelve members.

Article 20

Term of office

1

The members of the Board of Directors and its Chairman

are elected individually and for a term of office until the

completion of the next Annual General Meeting.

2

Members whose term of office has expired are immedi-

ately eligible for re-election.

Organization

Article 21

1

Except for the election of the Chairman and the members

of the compensation committee by the General Meeting,

the Board of Directors shall constitute itself. It shall elect at

least one Vice Chairman and a Senior Independent Director

from among its members.

2

The Board of Directors shall appoint its secretary, who

need not be a member of the Board.

3

If the office of the Chairman is vacant, the Board of Direc-

tors shall appoint a new Chairman from among its members

for the remaining term of office.

Convening,

participation

Article 22

1

The Chairman shall convene the Board of Directors as

often as business requires, but at least six times a year.

2

The Board of Directors shall also be convened if one of its

members or the Group Chief Executive Officer submits a

written request (including by e-mail or other electronic

means) to the Chairman to hold such a meeting.

16

Article 23

Decisions

1

Decisions of the Board of Directors are taken by a majority

of the votes present. In case of a tie, the presiding chair of

the meeting shall cast the deciding vote.

2

The number of members who must be present to consti-

tute a quorum and the modalities for the passing of resolu-

tions shall be laid down by the Board of Directors in the

Organization Regulations. No such quorum is required for

decisions confirming and amending resolutions relating to

changes to capital and changes in currency of the share

capital.

Article 24

Duties and

powers

1

The Board of Directors has ultimate responsibility for the

management of the Corporation and the supervision and

control of its executive management.

2

The Board of Directors may also take decisions on all

matters which are not expressly reserved to the General

Meeting or to another corporate body by law or by the

Articles of Association.

Article 25

Ultimate

responsibility for

the management

of the Corporation

The ultimate responsibility for the management of the

Corporation comprises in particular:

a)

Preparing of and deciding on proposals to be placed

before the General Meeting

b)

Issuing the regulations necessary for the conduct of

business and for the delineation of authority, in particu-

lar the Organization Regulations and the regulations

governing the Group Internal Audit

c)

Laying down the principles for the accounting, financial

and risk controls and financial planning, in particular the

allocation of equity resources and risk capital for busi-

ness operations

17

d)

Decisions on Group strategy and other matters reserved

to the Board of Directors under the Organization Regu-

lations

e)

Appointment and removal of (i) the Group Chief Execu-

tive Officer, (ii) such other members of the Group Execu-

tive Board as the Organization Regulations require to be

appointed by the Board of Directors and (iii) the Head of

Group Internal Audit

f)

Decisions on increasing or decreasing the share capital,

to the extent this falls within the authority of the Board

of Directors, on the report concerning an increase in

capital and on the ascertainment of changes to capital

and the corresponding amendments to the Articles of

Association.

Article 26

Supervision,

control

Supervision and control of the business management com-

prises in particular the following:

a)

Review and approval of the management report, Group

and parent company financial statements, the compen-

sation report as well as quarterly financial statements

b)

Acceptance of regular reports covering the course of

business and the position of the Group, the status and

development of country, counterparty and market risks

and the extent to which equity and risk capital are tied

up due to business operations

c)

Consideration of reports prepared by the Auditors.

Article 27

Delegation,

Organization

Regulations

The Board of Directors may delegate part of its authority to

one or more of its members or to third parties, subject to

Articles 25 and 26 of the Articles of Association. The alloca-

tion of authority and functions shall be defined in the

Organization Regulations.

18

Article 28

Number of mem-

bers, term of office

and organization

of the compensa-

tion committee

1

The compensation committee shall consist of at least three

members of the Board of Directors.

2

The compensation committee shall organize itself within

the limits of the law and of the Articles of Association. The

Board of Directors shall appoint a chairperson.

3

If there are vacancies on the compensation committee, the

Board of Directors shall appoint the missing members from

among its members for the remaining term of office.

Article 29

Duties and

1

The compensation committee supports the Board of Direc-

powers of the

tors in establishing and reviewing the Corporation’s com-

compensation

pensation strategy and guidelines and in articulating the

committee

performance criteria relevant for determining individual to-

tal compensation for each member of the Group Executive

Board. The compensation committee also prepares the pro-

posals to the General Meeting regarding the compensation

of the Board of Directors and of the Group Executive Board

and may submit proposals to the Board of Directors on

other compensation-related issues.

2

The Board of Directors shall determine, and codify in the

Organization Regulations, for which functions of the

Group Executive Board the compensation committee shall

establish and review financial and non-financial perfor-

mance targets and assess the performance against these

targets to determine compensation recommendations for

the members of the Group Executive Board. In accordance

with the Organization Regulations, these recommendations

shall be presented to the Board of Directors for review or ap-

proval, subject to the approval by the General Meeting as

set out in Article 43 of the Articles of Association. The

compensation committee shall, in accordance with the

Organization Regulations, also submit a proposal for the

compensation for the members of the Board of Directors

to the Board of Directors, subject to the approval by the

19

General Meeting as set out in Article 43 of the Articles of

Association.

3

The Board of Directors may delegate further tasks to the

compensation committee which shall be determined in the

Organization Regulations approved by the Board of Directors.

Article 30

Signatures

The due and valid representation of the Corporation by

members of the Board of Directors or further persons shall

be determined in the Organization Regulations and a specific

directive.

Article 31

Mandates

1

No member of the Board of Directors may hold more than

four additional mandates in listed companies and five addi-

tional mandates in non-listed companies.

2

The following mandates are not subject to the limitations

set forth in paragraph 1:

a)

Mandates in companies which are controlled by the Cor-

poration or which control the Corporation

b)

Mandates held at the request of the Corporation or

companies controlled by it. No member of the Board of

Directors shall hold more than ten such mandates

c)

Mandates in associations, charitable organizations, foun-

dations, trusts and employee welfare foundations with-

out commercial purpose. No member of the Board of Di-

rectors shall hold more than ten such mandates.

3

Mandates shall mean activities as a member of the board

of directors, management board or in comparable functions

in other businesses with commercial purpose. Mandates in

different legal entities which are under joint control are

deemed one mandate.

20

Article 32

Terms of agree-

ments relating to

compensation

The Corporation or companies controlled by it may enter

into agreements for a fixed term with members of the

Board of Directors relating to their compensation. Duration

and termination shall comply with the term of office and

the law.

Article 33

Loans

Loans to the independent members of the Board of Directors

shall be made in accordance with the customary business

and market conditions. Loans to the non-independent

members of the Board of Directors shall be made in the

ordinary course of business on substantially the same terms

as those granted to employees of the Corporation or com-

panies controlled by it. The total amount of such loans shall

not exceed CHF 20,000,000 per member.

21

C.

Group Executive Board

Article 34

Organization

The Group Executive Board is composed of the Group Chief

Executive Officer and at least three other members as fur-

ther set forth in the Organization Regulations.

Article 35

Functions,

authorities

1

The Group Executive Board acting under the leadership of

the Group Chief Executive Officer is responsible for the

management of the Group. It is the supreme executive

body as defined by the Swiss Federal Law on Banks and

Savings Banks. It implements the Group strategy decided by

the Board of Directors and ensures the execution of the

decisions of the Board of Directors. It is responsible for the

Group’s results.

2

The responsibilities and authorities of the Group Executive

Board and other management units designated by the Board

of Directors are set forth in the Organization Regulations.

Article 36

Mandates

1

No member of the Group Executive Board may hold more

than one additional mandate in a listed company and five

additional mandates in non-listed companies, subject to

approval by the Board of Directors.

2

The following mandates are not subject to the limitations

set forth in paragraph 1:

a)

Mandates in companies which are controlled by the Cor-

poration or which control the Corporation

b)

Mandates held at the request of the Corporation or

companies controlled by it. No member of the Group Ex-

ecutive Board shall hold more than ten such mandates

c)

Mandates in associations, charitable organizations, foun-

dations, trusts and employee welfare foundations with-

out commercial purpose. No member of the Group Exec-

utive Board shall hold more than eight such mandates.

22

3

Mandates shall mean activities as a member of the board

of directors, management board or in comparable functions

in other businesses with commercial purpose. Mandates in

different legal entities which are under joint control are

deemed one mandate.

Article 37

Employment

contract terms

1

The term of employment contracts with the members of

the Group Executive Board may be unlimited with a notice

period of up to twelve months or may be fixed with a term

of up to one year.

2

The Corporation or companies controlled by it may enter

into non-compete agreements with the members of the

Group Executive Board for the time after termination of the

employment agreement for a duration of up to one year.

The respective consideration shall not exceed the average

annual compensation paid or granted to such member of

the Group Executive Board during the last three financial

years prior to termination.

Article 38

Loans

Loans to the members of the Group Executive Board shall

be made in the ordinary course of business on substantially

the same terms as those granted to employees of the Cor-

poration or companies controlled by it. The total amount of

such loans shall not exceed CHF 20,000,000 per member.

23

D.

Auditors

Article 39

Term of office,

authority and

duties

1

An auditing company subject to governmental supervision

as required by law is to be appointed as Auditors.

2

The General Meeting shall elect the Auditors for a term of

office of one year. The rights and duties of the Auditors are

determined by the provisions of the law.

3

The General Meeting may appoint Special Auditors for a

term of three years, who provide the attestations required

for capital increases.

24

Section 4

Financial statements and appropriation

of profit, reserves

Article 40

Financial year

The financial statements and the Group financial statements

are closed on 31 December of each year.

Article 41

Appropriation of

disposable profit

1

At least 5% of the profit for the year after set-off of bal-

ance sheet losses, if any, is allocated to the statutory reserve

from retained earnings until such time as said reserve, to-

gether with the statutory capital reserve, amounts to 20%

of the share capital.

2

The remaining profit is, subject to the provisions of the

Swiss Code of Obligations and of the Swiss Federal Banking

Act, at the disposal of the General Meeting who may also

use it for the formation of free or special reserves.

Article 42

Reserves

The General Meeting determines the utilization of the statu-

tory capital reserve in accordance with the legal provisions

acting upon the proposal of the Board of Directors.

25

Section 5

Compensation of the members of the Board

of Directors and the Group Executive Board

Article 43

Approval of the

compensation of

the Board of

Directors and the

Group Executive

Board

1

The General Meeting shall approve the proposals of the

Board of Directors in relation to:

a)

The maximum aggregate amount of compensation of

the Board of Directors for the period until the next

Annual General Meeting

b)

The maximum aggregate amount of fixed compensation

of the Group Executive Board for the following financial

year

c)

The aggregate amount of variable compensation of the

Group Executive Board for the preceding financial year.

2

The Board of Directors may submit for approval by the

General Meeting deviating or additional proposals relating

to the same or different periods.

3

In the event the General Meeting does not approve a pro-

posal of the Board of Directors, the Board of Directors

shall determine, taking into account all relevant factors, the

respective (maximum) aggregate amount or (maximum)

partial amounts and submit the amount(s) so determined for

approval by the General Meeting.

4

The Corporation or companies controlled by it may pay or

grant compensation prior to approval by the General Meet-

ing, subject to subsequent approval.

Article 44

General

compensation

principles

1

The compensation system of the Corporation is designed

to align reward with sustainable performance and to support

appropriate and controlled risk-taking.

2

When determining individual compensation, the Board of

Directors or, where delegated to it, the compensation com-

mittee takes into account position and level of responsibility

of the recipient and performance of the Corporation and

companies controlled by it. It ensures compliance with appli-

cable laws and regulatory requirements.

26

3

Compensation may be paid or granted in the form of cash,

shares, financial instruments or units, in kind, or in the form

of benefits. The Board of Directors or, where delegated to

it, the compensation committee determines the key fea-

tures, such as grant, vesting, exercise and forfeiture condi-

tions and applicable harmful acts provisions. The Board of

Directors, or where delegated to it, the compensation com-

mittee may provide, among other things, for continuation,

acceleration or removal of vesting and exercise conditions,

for payment or grant of compensation assuming target

achievement or for forfeiture in the event of predetermined

events such as a change-of-control or termination of an em-

ployment or mandate agreement. The Corporation or com-

panies controlled by it may procure any shares required to

meet any resulting payment obligations through purchases

in the market or, to the extent available, by using the Cor-

poration’s conditional share capital.

4

Compensation may be paid or granted by the Corporation

or companies controlled by it.

Article 45

Compensation

of the Board

of Directors

1

Compensation of the members of the Board of Directors

shall comprise a base remuneration and may comprise other

compensation elements and benefits.

2

Compensation of the members of the Board of Directors is

intended to recognize the responsibility and governance

nature of their role, to attract and retain qualified individu-

als and to ensure alignment with shareholders’ interest.

Article 46

Compensation

of the Group

Executive Board

1

Compensation of the members of the Group Executive

Board shall comprise fixed and variable compensation ele-

ments.

2

Fixed compensation shall comprise the base salary and

may comprise other compensation elements and benefits.

27

3

Variable compensation elements shall be governed by

financial and non-financial performance measures that take

into account the performance of the Corporation and/or

parts thereof, targets in relation to the market, other com-

panies or comparable benchmarks, short- and long-term

strategic objectives and/or individual targets. The Board of

Directors or, where delegated to it, the compensation com-

mittee determines the respective performance measures,

the overall and individual performance targets, and their

achievements.

4

The Board of Directors or, where delegated to it, the com-

pensation committee aims to ensure alignment with sustain-

able performance and appropriate risk-taking through ade-

quate deferrals, forfeiture conditions, caps on compensation,

harmful acts provisions and similar means with regard to

parts of or all of the compensation. Parts of variable compen-

sation shall be subject to a multi-year vesting period.

5

If the maximum aggregate amount of compensation

already approved by the General Meeting is not sufficient to

also cover the compensation of a person who becomes a

member of the Group Executive Board after the General

Meeting has approved the compensation, the Corporation

or companies controlled by it shall be authorized to pay or

grant each such Group Executive Board member a supple-

mentary amount during the compensation period(s) already

approved. The aggregate pool for such supplementary

amounts per compensation period shall not exceed 40% of

the average of total annual compensation paid or granted

to the Group Executive Board during the previous three

years.

28

Section 6

Notices and jurisdiction

all

the

ica-

orm

sig-

Official means

of publication

Article 47

1

The official means of publication of the Corporation sh

be the Swiss Official Gazette of Commerce.

2

Notices by the Corporation to the shareholders may, at

choice of the Board of Directors, be validly given by publ

tion in the Swiss Official Gazette of Commerce or, in a f

that allows proof by text. The Board of Directors may de

nate further means of publications as well.

Article 48

Jurisdiction

Jurisdiction for any disputes arising out of the corporate

relationship shall solely be at the registered office of the

Corporation.

29

Section 7

Disclosure of contributions in kind

Article 49

Contribution in

kind

1

In connection with the capital increase dated 26 November

2014, the Corporation acquires from UBS AG, Zurich and

Basel, acting as contributor in kind and exchange agent in

its own name but for account of certain shareholders of UBS

AG, Zurich and Basel, who have tendered their shares in the

course of the public exchange offer of the Corporation,

3,183,370,731 shares of UBS AG, Zurich and Basel, with a

par value of CHF 0.10 each and a total value of CHF

32,718,731,974.95. In return, the Corporation has issued

3,183,370,731 registered shares in the Corporation with a

par value of CHF 0.10 each to the contributor in kind.

2

In connection with the capital increase dated 26 November

2014, the Corporation acquires from UBS Securities LLC,

1285 Avenue of the Americas, New York, NY 10019, U.S.,

acting as contributor in kind and exchange agent in its own

name but for account of certain shareholders of UBS AG,

Zurich and Basel, who have tendered their shares in the

course of the public exchange offer of the Corporation,

201,494,824 shares of UBS AG, Zurich and Basel, with a par

value of CHF 0.10 each and a total value of CHF

2,070,966,814.07. In return, the Corporation has issued

201,494,824 registered shares in the Corporation with a par

value of CHF 0.10 each to the contributor in kind.

3

In connection with the capital increase dated 26 November

2014, the Corporation acquires from UBS AG, Zurich and

Basel, acting as contributor in kind in its own name and in

relation to shares tendered during the initial offer period in

the course of the public exchange offer of the Corporation,

90,490,886 shares of UBS AG, Zurich and Basel, with a par

value of CHF 0.10 each and a total value of

CHF 1,533,820,517.70. In return, the Corporation has is-

sued, on a one-to-one basis, 90,490,886 registered shares

in the Corporation with a par value of CHF 0.10 each to the

contributor in kind.

30

4

In connection with the capital increase dated 16 December

2014, the Corporation acquires from UBS AG, Zurich and

Basel, acting as contributor in kind in its own name but for

account of certain shareholders of UBS AG, Zurich and Ba-

sel, who (i) have tendered their shares in the course of the

public exchange offer of the Corporation or (ii) have offered

their registered shares for a private exchange under the

terms of this public exchange offer, 229,042,914 shares of

UBS AG, Zurich and Basel, with a par value of CHF 0.10

each and a total value of CHF 2,244,527,510.81. In return,

the Corporation has issued, on a one-to-one basis,

229,042,914 registered shares in the Corporation with a par

value of CHF 0.10 each to the contributor in kind.

5

In connection with the capital increase dated 16 December

2014, the Corporation acquires from UBS Securities LLC,

1285 Avenue of the Americas, New York, NY 10019, U.S.,

acting as contributor in kind in its own name but for ac-

count of certain shareholders of UBS AG, Zurich and Basel,

who have tendered their shares in the course of the public

exchange offer of the Corporation, 12,510,852 shares of

UBS AG, Zurich and Basel, with a par value of CHF 0.10

each and a total value of CHF 122,601,267.19. In return,

the Corporation has issued, on a one-to-one basis,

12,510,852 registered shares in the Corporation with a par

value of CHF 0.10 each to the contributor in kind.

6

In connection with the capital increase dated 10 February

2015, the Corporation acquires from UBS AG, Zurich and

Basel, 11,800,250 shares of UBS AG, Zurich and Basel, with

a par value of CHF 0.10 each and a total value of

CHF 130,476,501.09. In return, the Corporation has issued

11,800,250 registered shares in the Corporation with a par

value of CHF 0.10 each to the contributor in kind.

7

In connection with the capital increase dated 9 March

2015, the Corporation acquires from UBS AG, Zurich and

Basel, 9,525,000 shares of UBS AG, Zurich and Basel, with a

par value of CHF 0.10 each and a total value of

31

CHF 104,986,854.19. In return, the Corporation has issued,

on a one-to-one basis, 9,525,000 registered shares in the

Corporation with a par value of CHF 0.10 each to the con-

tributor in kind.

8

In connection with the capital increase dated 12 June

2015, the Corporation acquires from UBS AG, Zurich and

Basel, 17,500,000 shares of UBS AG, Zurich and Basel, with

a par value of CHF 0.10 each and a total value of

CHF 199,898,088.25. In return, the Corporation has issued,

on a one-to-one basis, 17,500,000 registered shares in the

Corporation with a par value of CHF 0.10 each to the con-

tributor in kind.

9

In connection with the capital increase dated 28 August

2015, the Corporation acquires from UBS AG, Zurich and

Basel, 88,825,456 shares of UBS AG, Zurich and Basel, with

a par value of CHF 0.10 each and a total value of

CHF 968,693,952.29. In return, the Corporation has issued,

on a one-to-one basis, 88,825,456 registered shares in the

Corporation with a par value of CHF 0.10 each to the con-

tributor in kind.

32

This Form 6-K is hereby incorporated by reference into the registration statements of UBS Group AG

on Form F-3 (Registration Number 333-293403) 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 Copetti-Campi

_

Name: Ella Copetti-Campi

Title: Executive Director

Date: May 5, 2026