UBS (NYSE: UBS) 2026 AGM to vote on $1.10 dividend and board changes

Rhea-AI Filing Summary

UBS Group AG has published the agenda for its 2026 Annual General Meeting, to be held on 15 April 2026 in Basel. The Board proposes an ordinary cash dividend of USD 1.10 per share for the 2025 financial year.

Shareholders will vote on approval of the 2025 financial statements, advisory votes on the 2025 Compensation and Sustainability Reports, compensation budgets for directors and executives, and the discharge of the Board of Directors and Group Executive Board. Most directors, including Chairman Colm Kelleher, are standing for re-election, while Lukas Gähwiler, William C. Dudley and Jeanette Wong will not.

New nominees to the Board are Markus Ronner, Agustín Carstens and Luca Maestri. The agenda also includes re-election of the independent proxy and auditors and an ordinary reduction of share capital through cancellation of shares repurchased under the 2024 share repurchase program.

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 16, 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 Invitation to the Annual General Meeting of UBS Group AG and news

release with the related agenda, which appear immediately following this page.

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 16 March 2026 Page 1

16 March 2026

Ad hoc announcement pursuant to Article 53 of the SIX Exchange Regulation Listing Rules

News Release

UBS publishes agenda for its Annual General Meeting on 15 April 2026

• Lukas Gähwiler, William C. Dudley and Jeanette Wong will not not stand for re-election

• Markus Ronner, Agustín Carstens and Luca Maestri nominated for election to the Board

of Directors

• All other members of the Board of Directors will stand for re -election

• The Board of Directors of UBS Group AG proposes an ordinary dividend of USD 1.10

(gross) in cash per share for the 2025 financial year

Zurich, 16 March 2026 – UBS Group AG will hold its 2026 Annual General Meeting (AGM) on 15 April 2026

at 10:30am CEST in Basel. The AGM will be held in German and English and broadcast live in both languages

on ubs.com/agm.

The invitation, including information on individual agenda items, is available at ubs.com/agm.

Agenda

1.

Approval of the UBS Group AG management report and consolidated and standalone financial

statements for the 2025 financial year

2.

Advisory vote on the UBS Group AG Compensation Report 2025

3.

Advisory vote on the UBS Group AG Sustainability Report 2025

4.

Appropriation of total profit and distribution of ordinary dividend out of total profit and capital

contribution reserve

5.

Discharge of the members of the Board of Directors and the Group Executive Board for the 2025

financial year

6.

Re-elections and elections of members of the Board of Directors

6.1.

Colm Kelleher, as Chairman of the Board of Directors

6.2.

Jeremy Anderson

6.3.

Patrick Firmenich

6.4.

Fred Hu

6.5.

Mark Hughes

6.6.

Renata Jungo Brüngger

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 16 March 2026 Page 2

6.7.

Gail Kelly

6.8.

Julie G. Richardson

6.9.

Lila Tretikov

6.10.

Agustin Carstens

6.11.

Luca Maestri

6.12.

Markus Ronner

7.

Re-elections and election of the members of the Compensation Committee

7.1.

Julie G. Richardson

7.2.

Gail Kelly

7.3.

Patrick Firmenich

8.

Approval of compensation for the members of the Board of Directors and the Group Executive Board

8.1.

Approval of the maximum aggregate amount of compensation for the members of the Board of

Directors from the 2026 AGM to the 2027 AGM

8.2.

Approval of the aggregate amount of variable compensation for the members of the Group

Executive Board for the 2025 financial year

8.3.

Approval of the maximum aggregate amount of fixed compensation for the members of the

Group Executive Board for the 2027 financial year

9.

Re-elections

9.1.

Re-election of the independent proxy, ADB Altorfer Duss & Beilstein AG, Zurich

9.2.

Re-election of the auditors, Ernst & Young Ltd, Basel

10.

Ordinary reduction of share capital by way of cancellation of shares repurchased under the 2024 share

repurchase program

UBS Group AG

Investor contact

Switzerland: +41-44-234 41 00

Americas: +1-212-882 5734

Media contact

Switzerland: +41-44-234 85 00

UK: +44-207-567 47 14

Americas: +1-212-882 58 58

APAC: +852-297-1 82 00

www.ubs.com/media

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 16 March 2026 Page 3

To representatives of the media

16 March 2026

Invitation to the 2026 UBS AGM

Dear Sir or Madam,

You are invited to attend UBS Group AG’s Annual General Meeting on

15 April 2026 at 10:30am CEST in

Basel

. Doors will open at 9:30am CEST.

For organizational purposes, participants need to

register

by

8 April 2026,

providing us via mail

(mediarelations@ubs.com) with the following information:

Last name/first name; Your Organization;

Telephone; Email

. Upon receipt of your registration, we will send you a confirmation that you will need to

present on the day to gain access to the Annual General Meeting.

UBS Group AG

This Form 6-K is hereby incorporated by reference into (1) the registration statement on Form F-3

(Registration Number 333-293403), (2) 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 (3) 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 16, 2026

FAQ

When is the 2026 UBS (UBS) Annual General Meeting and where will it be held?

The 2026 UBS Annual General Meeting is scheduled for 15 April 2026 at 10:30am CEST in Basel. It will be conducted in German and English and broadcast live in both languages on ubs.com/agm for remote participants.

What dividend is UBS (UBS) proposing for the 2025 financial year?

UBS’s Board is proposing an ordinary cash dividend of USD 1.10 per share for the 2025 financial year. Shareholders will vote on this dividend as part of the agenda item on appropriation of total profit and distribution.

Which UBS (UBS) Board members are not standing for re-election at the 2026 AGM?

Lukas Gähwiler, William C. Dudley and Jeanette Wong will not stand for re-election to the UBS Board. All other current Board members are proposed for re-election, subject to shareholder approval at the 2026 AGM.

Who has been nominated for election to the UBS (UBS) Board of Directors?

UBS has nominated Markus Ronner, Agustín Carstens and Luca Maestri for election to the Board of Directors. Their elections are separate agenda items alongside the re-elections of existing Board members, including Chairman Colm Kelleher.

What compensation-related votes will UBS (UBS) shareholders consider at the 2026 AGM?

Shareholders will vote on an advisory UBS Compensation Report 2025 and on three binding amounts: maximum aggregate Board compensation for the 2026–2027 term, variable compensation for the Group Executive Board for 2025, and maximum fixed compensation for the Group Executive Board for 2027.

What capital measure related to share repurchases is on the UBS (UBS) AGM agenda?

The agenda includes an ordinary reduction of share capital by cancelling shares repurchased under UBS’s 2024 share repurchase program. This measure requires shareholder approval and formally retires the repurchased shares from the company’s outstanding share capital.

Will UBS (UBS) shareholders vote on auditors and the independent proxy at the 2026 AGM?

Yes. Shareholders will be asked to re-elect ADB Altorfer Duss & Beilstein AG, Zurich as independent proxy and Ernst & Young Ltd, Basel as auditors. These re-elections are separate agenda items toward the end of the meeting program.