UBS Group SEC Filings

UBS Group AG has filed its 2025 annual report on Form 20-F, prepared under International Financial Reporting Standards as issued by the IASB. The filing incorporates the UBS Group AG Annual Report 2025 and a supplementary forepart.

UBS reports 3,341,581,714 ordinary shares outstanding as of 31 December 2025, including 249,882,523 treasury shares. The document cross‑references detailed sections on strategy, business model, risk factors, regulation and supervision, and the ongoing integration of Credit Suisse.

It also points to extensive disclosures on liquidity, capital and funding management, board and executive governance, compensation and post‑employment plans, and organizational structure. Employee‑representation bodies, including the UBS European Employee Forum and local works councils, are noted as representing 51.8% of the global workforce. The next UBS Group AG Annual General Meeting is scheduled for 15 April 2026.

UBS Group AG is making a rescission offer to certain purchasers of specified notes originally issued by Credit Suisse affiliates and resold during the Relevant Period through market-making transactions without an effective registration statement. The offer covers multiple series, including the $1,982,535,000 4.550% Senior Notes due April 17, 2026 and the $1,924,666,000 4.875% Senior Notes due May 15, 2045, plus several shorter-dated series.

The rescission window expires at 5:00 p.m. Eastern Standard Time on March 20, 2026. Eligible Current and Former Investors who meet documentary requirements may tender applicable securities (minimum denomination $250,000) or submit acceptance forms via the Rescission Offer On-line Portal. If accepted, holders will receive rescission proceeds calculated using a Bloomberg banking index yield plus a 100% (100 basis points) margin and adjusted for any coupons or income received. The prospectus states the Subject Securities have been registered on Form F-3 as of the prospectus date; the issuer will receive no proceeds from the rescission payments.

UBS Group reported a strong finish to 2025 while advancing the Credit Suisse integration. In the fourth quarter, reported net profit was 1.2 billion with earnings per share of 37 cents, as revenues grew 10% and underlying pre-tax profit rose 62% to 2.9 billion.

Cost discipline and integration synergies drove 9 percentage points of positive jaws and a Group cost/income ratio of 75%, while invested assets exceeded 7 trillion. For the full year, net profit reached 7.8 billion, up 53%, with underlying return on CET1 capital of 13.7%. UBS has delivered 10.7 billion of gross run‑rate cost saves and now targets about 13.5 billion by end‑2026.

The CET1 capital ratio stood at 14.4% after accruing 4.1 billion for shareholder returns, including a $1.10 dividend per share, up 22%, and an intended 3 billion share repurchase in 2026. Management aims for a 2026 exit‑rate underlying return on CET1 capital of around 15% and a cost/income ratio below 70%, and targets about 18% reported return on CET1 capital and a cost/income ratio near 67% by 2028.

UBS Group AG provides a detailed overview of its consolidated capital instruments and total loss-absorbing capacity (TLAC)-eligible senior unsecured debt under the Swiss systemically relevant bank framework as of 31 December 2025.

The table lists high-trigger additional tier 1 capital of USD 19,914 million and TLAC-eligible senior unsecured debt of USD 96,105 million, by instrument, currency, maturity and first call dates. It also notes that Credit Suisse Group’s outstanding debt securities became obligations of UBS Group AG following their June 2023 merger, and that certain instruments cease to qualify as TLAC one year before maturity or after a call is announced.

UBS Group AG has disclosed a significant holding in Nuveen California Municipal Value Fund common shares. As of 12/31/2025, UBS reports beneficial ownership of 1,792,995 common shares, representing 5.42% of the class.

UBS reports shared voting power over 41 shares and shared dispositive power over 1,792,995 shares, with no sole voting or dispositive power. The position is certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the fund.

UBS Group AG has disclosed a significant holding in Nuveen California Municipal Value Fund common shares. As of 12/31/2025, UBS reports beneficial ownership of 1,792,995 common shares, representing 5.42% of the class.

UBS reports shared voting power over 41 shares and shared dispositive power over 1,792,995 shares, with no sole voting or dispositive power. The position is certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the fund.

UBS Group filed a Form 13F-HR combination report as an institutional investment manager, signed by Andrew Johnson as Head Group Shareholding Reporting AMER. The filing reports 24,019 line items in the Form 13F information table with an aggregate reported value of $616,682,639,290, rounded to the nearest dollar.

The report lists 12 other included managers, such as UBS Financial Services Inc, UBS AG, UBS Switzerland AG, UBS Europe SE, and others across multiple regions. It also identifies additional managers reporting for this manager, including UBS, a distinct business unit of UBS Asset Management Americas LLC, and OCONNOR, a distinct business unit of UBS Asset Management Americas (LLC).

UBS Group AG has filed a detailed response opposing proposed Swiss amendments to the Banking Act and Capital Adequacy Ordinance that would require fully deducting foreign subsidiaries from Common Equity Tier 1 (CET1) capital. UBS argues the measure is disproportionate, not internationally aligned, and based on an extreme “zero risk” scenario. Using first-quarter 2025 figures, the bank estimates the proposal would force approximately USD 23 billion of additional CET1, bringing total post‑Credit Suisse and regulatory add‑ons to about USD 39 billion, and add roughly USD 1.7 billion in annual capital costs. UBS warns this would weaken its competitiveness, raise borrowing and service costs for Swiss clients, and has already coincided with about 27% share-price underperformance versus European and US banks, equal to roughly CHF 30 billion of lost market value.

UBS Group AG and UBS AG announced changes to their Group Executive Board focused on technology leadership and reporting lines. Group Chief Operations and Technology Officer Mike Dargan will step down at the end of December to pursue an opportunity outside UBS. From 1 January 2026, the Group Technology function will report to Beatriz Martin as she takes on the role of Group Chief Operating Officer. Pending the appointment of a permanent successor, Chris Gelvin will serve as interim Head Group Technology alongside his role as Chief Operating Officer, Group Technology.

The companies state that adding Group Technology to the Group COO portfolio is intended to support smooth end-to-end operations, prioritize technology and artificial intelligence initiatives, and help complete the remaining technology integration. Group CEO Sergio P. Ermotti thanked Dargan for his contributions, highlighted technology’s role in business growth and resilience, and congratulated Martin on her expanded responsibilities. The changes to the Group Executive Board are subject to regulatory approval.