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6-K 1 ar24ubsgroupagstandal.htm ar24ubsgroupagstandal

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

☐

This Form 6-K consists of the UBS Group AG audited standalone financial

statements for the year ended 31 December 2024,

as well as the consent of Ernst & Young

Ltd. with respect thereto, which appear immediately following this page.

UBS

Group AG

Standalone financial statements and regulatory

information for the year ended

31 December 2024

UBS Group AG standalone

Table of contents

Report of the statutory auditor on the financial statements

UBS Group AG standalone financial statements

Income statement

Balance sheet

Corporate information

Accounting policies

Acquisition of Credit Suisse Group AG

Income statement notes

Dividend income from investments in subsidiaries

Other operating income

Financial income

Personnel expenses

Other operating expenses

Financial expenses

Balance sheet notes

Liquid assets

Other short-term receivables

Accrued income and prepaid expenses

Investments in subsidiaries

Financial assets

Current interest-bearing liabilities

Accrued expenses and deferred income

Long-term interest-bearing liabilities

Share capital

Treasury

Additional information

Assets pledged to secure own liabilities and assets

subject to retention of title

Contingent liabilities

Share ownership of the members of the Board of

Directors, the Group Executive Board and other

employees

and dividend distribution out of total profit and

capital contribution reserve

UBS Group AG standalone

UBS Group AG standalone

UBS Group AG standalone

UBS Group AG standalone financial statements

Audited |

Income statement

USD m

CHF m

For the year ended

Note

31.12.24

31.12.23

31.12.24

31.12.23

Dividend income from investments in subsidiaries

3,193

6,352

2,936

5,677

Other operating income

Financial income

5,690

5,412

5,029

4,850

Income from valuation of investments in subsidiaries

3, 13

21,934

18,461

Operating income

8,956

33,707

8,030

28,998

Personnel expenses

Other operating expenses

269

241

Financial expenses

5,854

5,608

5,172

5,030

Impairment of investments in subsidiaries

3, 13

22,138

19,886

Operating expenses

5,962

28,055

5,268

25,193

Extraordinary income

17,317

15,771

Extraordinary expenses

16,319

14,861

Profit / (loss) before income taxes

2,994

6,651

2,762

4,714

Tax expense / (benefit)

(9)

(8)

Net profit / (loss)

2,994

6,660

2,762

4,722

1 Reflects

the write-off

of additional

tier 1

(AT1) instruments

formerly issued

by Credit

Suisse Group

AG in

a total

amount of

USD 17,317m

(CHF 15,771m)

and the

write-off of

the corresponding

internal AT1

instruments issued by Credit Suisse AG in a total amount of USD 16,319m (CHF 14,861m). Refer to Note 3 for more information.

UBS Group AG standalone financial statements

Balance sheet

USD m

CHF m

Note

31.12.24

31.12.23

31.12.24

31.12.23

Assets

Liquid assets

3,224

3,563

2,928

2,999

Marketable securities

111

Other short-term receivables

6,750

6,444

6,130

5,424

Accrued income and prepaid expenses

2,120

2,862

1,925

2,409

Total current assets

12,177

12,980

11,058

10,925

Investments in subsidiaries

73,325

73,419

66,586

61,797

of which: investment in UBS AG (prior year: UBS AG and Credit Suisse AG)

3, 13

72,567

65,898

61,079

Financial assets

115,733

121,288

105,097

102,087

Other non-current assets

952

1,165

864

980

Total non-current assets

190,010

195,872

172,548

164,864

Total assets

202,187

208,852

183,606

175,789

of which: amounts due from subsidiaries

127,470

133,730

115,756

112,559

Liabilities

Current interest-bearing liabilities

9,136

7,094

8,296

5,971

Accrued expenses and deferred income

3,470

3,879

3,151

3,265

Total short-term liabilities

12,606

10,973

11,447

9,236

Long-term interest-bearing liabilities

120,171

127,787

109,128

107,557

Compensation-related long-term liabilities

4,053

3,629

3,681

3,054

Other long-term liabilities

878

896

798

754

Total long-term liabilities

125,103

132,312

113,606

111,366

Total liabilities

137,709

143,285

125,053

120,601

of which: amounts due to subsidiaries

3,325

5,320

3,020

4,478

Equity

Share capital

346

341

Statutory capital reserve

44,228

45,356

42,413

43,440

of which: capital contribution reserve

31,603

32,731

32,621

33,648

of which: other statutory capital reserve

12,625

9,792

Statutory earnings reserve

of which: reserve for treasury shares held by subsidiaries

Voluntary earnings reserve

23,395

18,174

19,148

11,477

Treasury shares

(6,517)

(5,013)

(6,141)

(4,830)

of which: against capital contribution reserve

(1,631)

(1,133)

(1,486)

(1,053)

Net profit / (loss)

2,994

6,660

2,762

4,722

Equity attributable to shareholders

64,478

65,567

58,553

55,188

Total liabilities and equity

202,187

208,852

183,606

175,789

UBS Group AG standalone financial statements

Notes to the UBS Group AG standalone financial

statements

Note 1

Corporate information

UBS Group AG is

incorporated and domiciled

in Switzerland,

and its registered

office is at Bahnhofstrasse

45, CH-8001

Zurich,

Switzerland.

UBS

Group

operates

under

Art.

620

seq.

the

Swiss

Code

Obligations

Aktiengesellschaft

(a corporation limited by shares).

The UBS Group

AG standalone financial

statements are

prepared in accordance

with the principles

of the Swiss

law on

accounting and financial reporting (32nd title of the Swiss

Code of Obligations).

The significant accounting and valuation principles applied

are described in Note 2.

UBS Group AG is

the ultimate holding

company of the

UBS Group, the

grantor of certain

deferred compensation plans

of UBS Group and the issuer

of loss-absorbing capital notes,

which qualify as Basel III additional

tier 1 (AT1) capital on a

consolidated UBS Group basis, and senior unsecured debt

which contributes to the total loss-absorbing capacity (TLAC)

of the Group.

The proceeds from

the issuances of

loss-absorbing AT1 capital notes

and TLAC-eligible senior

unsecured debt instruments

are on

lent to

UBS AG

or were

on lent

to either

UBS AG

or Credit

Suisse AG

until the

two entities

merged on

31 May 2024.

›

Refer to Notes 15 and 17 for more information about

the main terms and conditions of the

loss-absorbing AT1 capital notes and

TLAC-eligible senior unsecured debt instruments issued

In addition,

UBS

Group

grants

Deferred

Contingent

Capital

Plan

(DCCP) awards

UBS Group

employees.

These

DCCP awards also qualify as Basel III AT1 capital of the Group.

As of 31 December 2024, UBS

Group AG

’

s distributable items

for the purpose

of AT1 capital

instruments were USD 64bn

(CHF 58.1bn)

(31 December 2023:

USD 65.1bn (CHF

54.7bn)). For

this

purpose, distributable

items are

defined

in the

terms

and

conditions

the

relevant

instruments

the

aggregate

(i)

net

profits

carried

forward

and

(ii) freely

distributable reserves, in each case less any amounts that

must be contributed to legal reserves under applicable law.

Note 2

Accounting policies

Foreign currency translation

Transactions denominated

in foreign currency are translated into US dollars at the spot exchange rate on the date of the

transaction. At the balance sheet date, all current assets and short-term liabilities, as well as

Financial assets

measured at

fair value that are denominated in

a foreign currency,

are translated into US dollars

using the closing exchange rate. For

Other non-current

assets

and long-term

liabilities, where

the asset

mirrors the

terms of

a corresponding

liability or

the

asset and

liability otherwise form

an economic hedge

relationship, the asset

and liability are

treated as one

unit of account

for foreign currency

translation purposes, with offsetting

unrealized foreign currency

translation gains and losses

based

on the

closing exchange

rate presented

net in

the income

statement.

Investments in

subsidiaries

measured

at historic

cost are translated

at the spot exchange

rate on the date

of a contribution.

Currency translation

effects from

dividends

paid

Swiss

francs

are

recognized

equity.

All

other

currency

translation

effects

are

recognized

the

income

statement.

The

main

currency

translation

rates

used

UBS

Group

are

provided

Note

the

“Consolidated

financial

statements” section of the UBS Group Annual Report 2024, available

under “Annual reporting” at

ubs.com/investors

Presentation currencies

The primary presentation currency

of the standalone financial statements of

UBS Group AG is the US dollar,

in line with

its

functional

currency.

Amounts

Swiss

francs

are

also

presented

for

each

component

the

financial

statements.

UBS Group AG applies the

modified closing rate method

for converting US dollar amounts

into Swiss francs: assets

and

liabilities

are

translated

the

closing

rate,

equity

positions

historic

rates,

and

income

and

expense

items

the

weighted average

rate

for the

period.

All resulting

currency

translation

effects

are

recognized

separately

Voluntary

earnings

reserve

amounting

cumulative

negative

currency

translation

effect

CHF 2,137m

31 December

2024 (31 December 2023: negative CHF 6,397m).

UBS Group AG standalone financial statements

Note 2

Accounting policies (continued)

Marketable securities

includes investments in alternative investment vehicles (AIVs)

with a short-term holding period. The

holding period is

deemed short term if

the vesting of

the awards hedged by

the AIV is

within 12 months

after the balance

sheet

date.

These

are

equity

instruments

and

are

measured

fair

value

based

quoted

market

prices

other

observable market prices as of the balance sheet date. Gains and losses resulting from fair value changes are recognized

Financial income

and

Financial expenses,

respectively.

Financial assets

includes investments in AIVs with a long-term holding period. The holding period is deemed long term if

the vesting

of the

awards

hedged by

the AIV

is more

than

12 months

after

the balance

sheet date.

These are

equity

instruments and are measured

at fair value based on their

quoted market prices or other

observable market prices as of

the balance

sheet date.

Gains and

losses resulting from

fair value

changes are recognized

Financial income

and

Financial

expenses,

respectively.

Financial assets

also includes loans to and fixed-term deposits with UBS AG, as well as debt securities of UBS AG (initially

issued

Credit

Suisse

AG),

all

with

remaining

maturity

than

months.

The

loans

granted

UBS AG

substantially mirror the terms

of the perpetual AT1

capital notes and the

TLAC-eligible senior unsecured debt instruments

issued.

The

debt

securities

represent

downstream

funding

that

substantially

mirrors

the

terms

TLAC-eligible

senior

unsecured debt instruments issued. These instruments are

measured at cost value.

›

Refer to Note 14 for more information

Derivative instruments

UBS Group

AG uses

derivative instruments

to manage

exposures to

foreign currency

risks from

investments in

foreign

subsidiaries and

exposures to

interest rate

risk from

certain fixed-rate

debt instruments.

The derivative

instruments are

entered into with UBS AG, mirroring the

conditions of the transactions that they enter

into with third parties.

Derivative instruments are measured at fair value based on quoted market prices or other observable market prices as of

the balance sheet date. Unrealized gains and losses are recognized on the balance sheet as

Accrued income and prepaid

expenses

and

Accrued expenses

and deferred

income

, respectively.

Corresponding

gains and

losses resulting

from fair

value changes are recognized in

Financial income

and

Financial expenses,

respectively.

Hedge accounting

UBS Group AG

applies the following

hedge accounting policies

where requirements on

risk management, documentation

and effectiveness are met.

Fair value hedges of interest rate risk related to

debt instruments

UBS

Group

designates

certain

fixed-rate

issued

debt

instruments

and

fixed-to-floating

interest

rate

derivatives

hedged

items

and

hedging

instruments,

respectively,

fair

value

hedge

accounting

relationships.

The

hedged

risk

determined

the

change

the

fair

value

the

issued

debt

instruments

attributable

changes

the

designated

benchmark interest rates. The effective portion of

gains and losses of the hedging instruments is

deferred on the balance

sheet as

Accrued income

and prepaid expenses

Accrued expenses and deferred income

Hedge accounting for Investments in subsidiaries

UBS Group

AG applies

hedge accounting

for certain

investments in

subsidiaries denominated

in currencies

other than

the

dollar,

which

are

designated

hedged

items.

For

this

purpose,

foreign

exchange

(FX)

derivatives,

mainly

forwards and FX swaps,

are used and designated

as hedging instruments. The

hedged risk is determined

as the change

in the fair value

of the hedged item

arising solely from changes in

spot FX rates. Consequently, UBS

Group AG designates

the spot

element

of the

derivatives as

hedging

instruments.

Changes

in the

fair value

of the

hedging

instruments

attributable to changes in forward points are not part of a hedge accounting designation and are recognized in

Financial

income

Financial expenses

in the income statement. The effective portion of gains and losses of these FX derivatives is

deferred on

the balance

sheet as

Accrued income

and prepaid

expenses

Accrued expenses

and deferred

income

the extent

no change

is recognized

in the

carrying amount

of the

hedged item

arising from

changes in

spot FX

rates.

Otherwise, the effective portion of

gains and losses of these

FX derivatives is matched with the

corresponding valuation

adjustments of the hedged item recorded in the income statement and recognized either as a reduction of strategic purposes.

Impairment

of investments in subsidiaries

or as

Extraordinary income

UBS Group AG standalone financial statements

Note 2

Accounting policies (continued)

Investments in subsidiaries

Investments

subsidiaries

are

equity

interests

that

are

held

carry

the

business

the

UBS

Group

for

other

They include all subsidiaries directly held by UBS Group AG through which UBS conducts its business

global

basis.

The

investments

are

carried

cost

less

impairment

and

generally

measured

individually.

31 December

2023,

the

investments

UBS

and

Credit

Suisse

were

combined

valuation

unit

these

investments were

economically closely interlinked

and given the

then-contemplated merger

which became effective

31 May 2024.

The carrying

amount of

an investment

is tested

for impairment

when indicators

of a

potential decrease

in value

exist,

which include

significant operating

losses incurred

or a

severe depreciation

of the

currency in

which the

investment is

denominated. If an investment in a subsidiary is impaired, its value is generally written down to the recoverable amount.

Subsequent recoveries

in value can

be recognized up

to the original

cost value

if forecasts

of future cash

flows provide

sufficient

evidence

that

an increased

recoverable

amount

is supported.

Management

may

exercise

its

discretion

as to

what extent,

and in which period,

a recovery in value is recognized.

›

Refer to Note 3 and Note 13 for more information

›

Refer to “Note 3a Segment reporting” in the “Consolidated

financial statements” section of the UBS Group Annual

Report 2024,

available under “Annual reporting” at

ubs.com/investors

, for a description of businesses of the UBS Group

Long-term interest-bearing liabilities

Long-term interest-bearing liabilities include perpetual

loss-absorbing capital notes that

qualify as Basel

III AT1 capital and

TLAC-eligible senior unsecured

debt instruments at Group

level. They are presented

at nominal value. Any difference

nominal value,

e.g. premium,

discount or

external costs that

are directly

related to

the issue,

is deferred

Other non-

current assets

Other long-term liabilities

and amortized to

Financial expenses

Financial income

over the maturity of

the instrument or until the first call date or optional redemption

date, where applicable.

›

Refer to Note 17 for more information

Treasury shares

Treasury

shares acquired

by UBS

Group

AG are

recognized

at acquisition

cost and

are

presented

as a

deduction from

shareholders’ equity.

Upon disposal of

treasury shares

or settlement

of related share-based

awards, any

realized gain or

loss is recognized

Voluntary earnings

reserve

. Realized

gains

and losses

from

settlement

of share-based

awards represent

the difference

between the acquisition

cost of the

UBS Group AG

shares and the

grant date fair

value of the share-based

awards. For

the year

ended 31 December

2024, a

net loss

of USD

322m (CHF 291m)

from settlement

of share-based

awards was

recognized in

Voluntary earnings reserve

(2023 comparative period: net loss of USD 207m (CHF

191m)).

For UBS Group AG

shares acquired by a

direct or indirect subsidiary,

Reserve for treasury shares

held by subsidiaries

created in UBS Group AG’s equity.

›

Refer to Note 20 for more information

Share-based and other deferred compensation plans

Share-based compensation plans

The

grant

date

fair

value

equity-settled

share-based

compensation

awards

granted

employees

generally

recognized

over

the

vesting

period of

the

awards.

Awards

granted

UBS Group

AG in

the

form

UBS Group

shares and notional shares are

settled by delivering UBS Group AG shares

at vesting, except in jurisdictions where

this is

not permitted for

legal or tax

reasons. They are recognized as

Compensation-related long-term liabilities

if vesting is

than 12 months after the balance

sheet date, or as

Accrued expenses and deferred income

if vesting is within 12 months

of the balance

sheet date. The

amount recognized is

adjusted for forfeiture assumptions,

such that the

amount ultimately

recognized is based on the

number of awards that meet the

related service conditions at the vesting

date. The grant date

fair value is based on the UBS

Group AG share price on the date of grant,

taking into consideration post-vesting sale and

hedge restrictions, dividend rights, non-vesting conditions,

and market conditions, where applicable.

Upon settlement

of the

share-based awards,

any realized

gain or

loss on the

treasury shares

is recognized

Voluntary

earnings reserve

. Realized gains and losses from settlement of share-based awards represent the difference between the

acquisition cost of the UBS Group AG shares and the grant

date fair value of the share-based awards.

UBS Group AG standalone financial statements

Note 2

Accounting policies (continued)

Other deferred compensation plans

Deferred

compensation

plans

that

are

not

share-based,

including

DCCP

awards

and

awards

the

form

AIVs,

are

accounted for as cash-settled awards. The present

value or fair value of the amount payable to employees that is settled

in cash is

recognized as a liability

generally over the

vesting period, as

Compensation-related long-term liabilities

if vesting

is more than 12 months

after the balance sheet

date, and as

Accrued expenses and deferred

income

if vesting is within

12 months from the balance sheet date. The liabilities are remeasured at each balance sheet date at the present value of

the corresponding DCCP award and

the fair value of

investments in AIVs.

Gains and losses

resulting from remeasurement

of the liabilities are recognized in

Other operating income

and

Other operating expenses

, respectively.

Recharge of compensation expenses

Expenses

deferred

compensation

plans

are

recharged

UBS

Group

its

subsidiaries

employing

the

personnel.

Upon

recharge,

UBS

Group

recognizes

receivable

from

its

subsidiaries

corresponding

liability

representing its obligation toward

the employees.

Dispensations in the standalone financial statements

As UBS

Group AG

prepares

consolidated financial

statements in

accordance with

IFRS, UBS

Group AG

is exempt

from

various disclosures

in the

standalone

financial

statements.

The dispensations

include

the management

report

and the

statement of cash flows, as well as certain note disclosures.

Note 3

Acquisition of Credit Suisse Group AG

12 June

2023,

UBS

Group

formally

acquired

Credit

Suisse

Group

through

merger

absorption.

the

standalone financial statements

of UBS Group

AG, the acquisition

has been applied

retroactively as

of 1 January 2023,

whereby

assets

USD 108,029m

(CHF 99,850m),

liabilities

USD 83,512m

(CHF 77,189m)

and

equity

USD 24,517m (CHF 22,661m) were recognized. In

exchange, the transferring shareholders obtained

176m shares of UBS

Group AG previously held as treasury

shares. In addition, contingent liabilities of USD 879m (CHF 812m) were

assumed.

part

acquisition

accounting,

UBS

Group

recorded

impairment

its

investment

Credit

Suisse

USD 21,855m (CHF 19,648m)

for the

difference between

the book

value of

the assets and

liabilities acquired

(through

merger by absorption of Credit Suisse

Group AG as of 19 March 2023)

and the fair value of UBS

shares provided to the

Credit Suisse Group AG shareholders as of 12 June 2023.

Investments in, and merger of UBS AG and Credit Suisse

On 31 May 2024, UBS AG completed the

merger by absorption of Credit Suisse

AG, and the historic cost value and the

assigned book value of the two participations were

merged.

As of 31 December 2023, the investments of UBS Group AG in both UBS AG and Credit Suisse AG were

aggregated for

impairment (reversal) testing

purposes. Such an aggregation

(i.e. “valuation unit”) was

permitted under the accounting

rules applicable to

UBS Group

AG given that

at this time

UBS AG and

Credit Suisse

AG were closely

interlinked due

the contemplated merger of these two entities. The applicable accounting rules also permitted the historic cost value for

the investment

in Credit

Suisse AG,

as per

the former

Credit Suisse

Group

AG standalone

financial statements,

to be

combined with the cost value for the investment in UBS AG.

The book value assigned to the investment in the combined

entity (UBS AG and

Credit Suisse AG) of

USD 72,567m (CHF 61,079m)

was below the

cost value under these

rules and

below the

recoverable amount

determined as

of 31 December

2023 by

using a

discounted cash

flow model

based on

the business plan for the combined entity.

Write-off of additional tier 1 (AT1) instruments formerly issued

by Credit Suisse Group AG

19 March

2023,

ordered

the

Swiss

Financial

Market

Supervisory

Authority

(FINMA),

additional

tier 1

(AT1)

instruments formerly issued by Credit Suisse Group AG in a total amount of USD 17,317m (CHF 15,771m) were written Note 4 Dividend income from investments in subsidiaries

off

together

with

the

corresponding

internal

AT1

instruments

issued

Credit

Suisse

total

amount

USD 16,319m

(CHF 14,861m).

These

amounts

are

included

the

income

statement

Extraordinary

income

and

Extraordinary expenses

, respectively.

UBS Group AG standalone financial statements

Income statement notes

USD m

CHF m

For the year ended

31.12.24

31.12.23

31.12.24

31.12.23

Dividend income from UBS AG

3,000

6,000

2,758

5,361

Dividend income from UBS Business Solutions AG

193

266

178

238

Dividend income from Credit Suisse Services AG

Dividend income from Credit Suisse LP Holding AG

Total dividend income

3,193

6,352

2,936

5,677

Note 5

Other operating income

USD m

CHF m

For the year ended

31.12.24

31.12.23

31.12.24

31.12.23

Gains related to equity-settled awards

Other

Total other operating income

Note 6

Financial income

USD m

CHF m

For the year ended

31.12.24

31.12.23

31.12.24

31.12.23

Interest income on onward lending to UBS AG and Credit Suisse AG

5,269

4,907

4,655

4,400

Interest income on other interest-bearing assets

219

309

194

278

Fair value gains on investments in AIVs

Other

180

173

160

152

Total financial income

5,690

5,412

5,029

4,850

1 The proceeds from the issuances of loss-absorbing AT1 capital notes and TLAC-eligible senior unsecured debt are on lent

to UBS AG or to either UBS AG or Credit Suisse AG (until

the two entities merged on 31 May

2024). Refer to Note 3 for more information.

Note 7

Personnel expenses

Personnel expenses of USD 25m (CHF 22m) for the year ended 31

December 2024 included recharges from UBS AG and

UBS Business solutions

AG for personnel-related

costs for activities

performed by the

personnel of those

companies for

the benefit of UBS Group AG.

Personnel expenses of USD 40m (CHF 36m) for the year ended 31

December 2023 included recharges from UBS AG and

UBS Business Solutions AG of USD

20m (CHF 18m) for personnel-related

costs for activities performed by the

personnel

of those companies for the benefit

of UBS Group AG and personnel

expenses of USD 20m (CHF 18m)

for employees of

the former

Credit Suisse Group

AG for the

period from

1 January

to 31 May

2023. The

average number

of employees

(full-time equivalents) for this period was more than 50 but

did not exceed 250.

UBS Group AG had no employees throughout 2024 and 2023. All employees of

the UBS Group, including the members

the

Group

Executive

Board

(the

GEB)

UBS

Group

AG,

were

employed

subsidiaries

UBS

Group

AG.

31 December 2024, the

UBS Group

employed 108,648 personnel

(31 December 2023: 112,842)

on a

full-time equivalent

basis.

UBS Group AG standalone financial statements

Note 8

Other operating expenses

USD m

CHF m

For the year ended

31.12.24

31.12.23

31.12.24

31.12.23

Fair value losses on awards in the form of AIVs

Losses related to equity-settled awards

Capital tax

Impairment of intangible assets

Other

224

202

Total other operating expenses

269

241

Note 9

Financial expenses

USD m

CHF m

For the year ended

31.12.24

31.12.23

31.12.24

31.12.23

Interest expense on interest-bearing liabilities

5,824

5,446

5,145

4,883

Other

162

148

Total financial expenses

5,854

5,608

5,172

5,030

UBS Group AG standalone financial statements

Balance sheet notes

Note 10

Liquid assets

USD m

CHF m

31.12.24

31.12.23

31.12.24

31.12.23

Current deposits

2,225

2,290

2,021

1,927

Cash collateral

871

1,036

791

872

Time deposits with UBS AG

129

237

117

200

Total liquid assets

3,224

3,563

2,928

2,999

Note 11

Other short-term receivables

USD m

CHF m

31.12.24

31.12.23

31.12.24

31.12.23

Onward lending to UBS AG

5,714

5,328

5,189

4,485

Receivables from employing entities related to compensation

awards

906

955

823

804

Other

130

161

118

136

Total other short-term receivables

6,750

6,444

6,130

5,424

1 Short-term receivables

from the onward

lending to UBS

AG or to

either UBS AG

or Credit Suisse

AG (until the

two entities merged

on 31 May

2024) of the

proceeds from the

issuances of TLAC-eligible

senior

unsecured debt and loss-absorbing AT1 perpetual capital notes.

Note 12

Accrued income and prepaid expenses

USD m

CHF m

31.12.24

31.12.23

31.12.24

31.12.23

Accrued interest income

1,912

1,884

1,736

1,585

Deferred gains on FX derivatives

825

694

Other

157

154

143

129

Total accrued income and prepaid expenses Unless otherwise stated, the subsidiaries listed below have share capital consisting solely of ordinary shares, which are

2,120

2,862

1,925

2,409

UBS Group AG standalone financial statements

Note 13

Investments in subsidiaries

held

UBS

Group

UBS AG.

The

proportion

ownership

interest

held

equal

the

voting

rights

held

UBS Group

AG or

UBS AG.

The country

where

the respective

registered

office

is located

is also

the

principal place

business. UBS AG

operates through

a global network

of branches and

a significant proportion

of their business

activity

is conducted outside Switzerland, in the UK, the US, Singapore, the Hong Kong

SAR and other countries. UBS Europe SE

has branches

and offices

in a

number of

EU Member

States, including

Germany,

France, Italy,

Luxembourg and

Spain.

Share capital is provided in the currency

of the legally registered office.

Individually significant subsidiaries

of UBS Group AG as of 31 December 2024

Company

Registered office

Share capital in million

Equity interest accumulated in %

UBS AG

Zurich and Basel, Switzerland

USD

385.8

100.0

UBS Business Solutions AG

Zurich, Switzerland

CHF

1.0

100.0

1 UBS Business Solutions AG holds subsidiaries in China, India, Israel, Poland and Switzerland.

Individually significant subsidiaries

of UBS AG as of 31 December 2024

Company

Registered office

Primary business

Share capital in million

Equity interest accumulated in %

Credit Suisse International

London, UK

Non-core and Legacy

USD

7,267.5

97.6

UBS Americas Holding LLC

Wilmington, Delaware, US

Group Items

USD

2,900.0

100.0

UBS Americas Inc.

Wilmington, Delaware, US

Group Items

USD

0.0

100.0

UBS Asset Management AG

Zurich, Switzerland

Asset Management

CHF

43.2

100.0

UBS Bank USA

Salt Lake City, Utah, US

Global Wealth Management

USD

0.0

100.0

UBS Europe SE

Frankfurt, Germany

Global Wealth Management

EUR

446.0

100.0

UBS Financial Services Inc.

Wilmington, Delaware, US

Global Wealth Management

USD

0.0

100.0

UBS Securities LLC

Wilmington, Delaware, US

Investment Bank

USD

1,283.1

100.0

UBS Switzerland AG

Zurich, Switzerland

Personal & Corporate Banking

CHF

10.0

100.0

1 Includes direct and indirect

subsidiaries of UBS AG.

2 UBS Group AG owns

the remaining 2.4%.

3 Consists of common share capital of

USD 1,000 and non-voting preferred share

capital of USD 2.9bn.

4 Consists

of common share capital of USD 100,000 and non-voting preferred share capital of USD 1.3bn.

Individually

significant

subsidiaries

UBS

are

those

entities

that

contribute

significantly

the

Group’s

financial

position or results of

operations, based on a

number of criteria,

including the subsidiaries’ equity

and their contribution

to the Group’s total assets and profit or

loss before tax, in accordance

with Swiss regulations.

›

Refer to “Note 28 Interests in subsidiaries and other entities”

in the “Consolidated financial statements”

section of the UBS Group

Annual Report 2024, available under “Annual

reporting” at

ubs.com/investors

, for more information

Note 14

Financial assets

USD m

CHF m

31.12.24

31.12.23

31.12.24

31.12.23

Long-term receivables from UBS AG

115,128

120,838

104,548

101,708

of which: onward lending

113,627

119,604

103,185

100,670

Investments in AIVs at fair value related to awards vesting after 12 months

185

203

168

171

Other

420

246

381

207

Total financial assets

115,733

121,288

105,097

102,087

1 Onward lending to UBS AG or to either UBS AG and Credit Suisse AG (until the two entities merged on 31 May 2024) of the proceeds from the issuances of TLAC-eligible senior unsecured debt and loss-absorbing UBS Switzerland AG of USD 1,868m (CHF 1,696m).

AT1 perpetual capital notes.

UBS Group AG standalone financial statements

Note 15

Current interest-bearing liabilities

31 December

2024,

current

interest-bearing

liabilities

totaled

USD 9,136m

(CHF 8,296m),

consisting

TLAC-

eligible

senior

unsecured

debt

instruments

USD 7,267m

(CHF 6,600m)

and

loans

from

UBS AG

and

As of 31 December 2023, current interest-bearing liabilities totaled

USD 7,094m (CHF 5,971m), consisting of loss-absorbing AT1 perpetual capital notes and TLAC-eligible senior unsecured

debt

instruments

USD 3,328m

(CHF 2,801m)

and

loans

from

UBS AG

and

UBS Switzerland AG

USD 3,766m

(CHF 3,170m).

Notes issued, overview by amount, maturity

and coupon

31.12.24

31.12.23

Carrying amount

Currency

Notional

(million)

Contractual

maturity

First optional

call date

Coupon

in USD m

in CHF m

in USD m

in CHF m

High-trigger loss-absorbing additional tier 1 perpetual capital notes

USD

2,500

Perpetual

31.1.24

2,500

2,104

Total high-trigger loss-absorbing additional tier 1 perpetual capital notes

2,500

2,104

TLAC-eligible senior unsecured notes

EUR

750

4.3.24

n/a

2.125%

828

697

USD

2,500

26.3.25

n/a

3.75%

2,500

2,270

NOK

1,000

28.5.25

n/a

3.6%

GBP

500

8.8.25

n/a

2.75%

626

568

USD

2,500

24.9.25

n/a

4.125%

2,500

2,270

EUR

1,500

16.1.26

16.1.25

3M EURIBOR + 100 bps

1,554

1,411

Total TLAC-eligible senior unsecured notes

7,267

6,600

828

697

1 For TLAC-eligible

senior unsecured notes, the

disclosed coupon rate refers

to the contractual coupon

rate applied from the

issue date up to the

contractual maturity date

or, if

applicable, to the first

optional call

date. For the loss-absorbing

additional tier 1 perpetual

capital notes, the disclosed

coupon rate refers to

the contractual fixed coupon

rate from the issue

date up to the

first optional call date.

2 Instrument was

redeemed on 31 January 2024.

3 UBS Group AG announced the call of this instrument on 18 December 2024 and executed it on 16 January

2025.

Note 16

Accrued expenses and deferred income

USD m

CHF m

31.12.24

31.12.23

31.12.24

31.12.23

Short-term portion of compensation-related liabilities

1,291

1,404

1,173

1,182

of which: Deferred Contingent Capital Plan

356

399

323

336

of which: other deferred compensation plans

936

1,005

850

846

Accrued interest expense

1,939

1,896

1,761

1,596

Other

239

579

217

487

Total accrued expenses and deferred income (CHF 108,748m) and fixed-term loans from UBS AG of USD 418m (CHF 379m).

3,470

3,879

3,151

3,265

UBS Group AG standalone financial statements

Note 17

Long-term interest-bearing liabilities

31 December

2024,

long-term

interest-bearing

liabilities

totaled

USD 120,171m

(CHF 109,128m),

consisting

loss-absorbing

AT1

perpetual

capital

notes

and

TLAC-eligible

senior

unsecured

debt

instruments

USD 119,754m

As of 31 December 2023, long-term

interest-bearing

liabilities

totaled

USD 127,787m

(CHF 107,557m),

consisting

loss-absorbing

AT1

perpetual

capital

notes

and

TLAC-eligible

senior

unsecured

debt

instruments

USD 127,543m

(CHF 107,352m)

and

fixed-term

loans

from UBS AG of USD 244m (CHF 205m).

Notes issued, overview by amount, maturity

and coupon

31.12.24

31.12.23

Carrying amount

Currency

Notional

(million)

Contractual

maturity

First optional

call date

Coupon

in USD m

in CHF m

in USD m

in CHF m

High-trigger loss-absorbing additional

tier 1 perpetual capital notes

AUD

700

Perpetual

27.8.24

4.375%

477

402

SGD

750

Perpetual

4.9.24

4.85%

568

478

USD

1,575

Perpetual

7.8.25

6.875%

1,575

1,430

1,575

1,326

CHF

275

Perpetual

13.11.25

303

275

327

275

USD

750

Perpetual

2.6.26

3.875%

750

681

750

631

USD

750

Perpetual

29.7.26

5.125%

750

681

750

631

USD

1,500

Perpetual

12.2.27

4.875%

1,500

1,362

1,500

1,263

CHF

265

Perpetual

16.2.27

3.375%

292

265

315

265

USD

1,750

Perpetual

13.11.28

9.25%

1,750

1,589

1,750

1,473

SGD

650

Perpetual

21.8.29

5.75%

476

432

USD

1,500

Perpetual

10.9.29

6.85%

1,500

1,362

SGD

675

Perpetual

21.12.29

5.6%

494

449

USD

1,500

Perpetual

10.2.31

4.375%

1,500

1,362

1,500

1,263

USD

1,000

Perpetual

12.4.31

7.75%

1,000

908

USD

1,750

Perpetual

13.11.33

9.25%

1,750

1,589

1,750

1,473

Total high-trigger loss-absorbing additional tier 1 perpetual capital notes

13,639

12,386

11,262

9,479

Low-trigger loss-absorbing additional

tier 1 perpetual capital notes

USD

1,250

Perpetual

19.2.25

1,250

1,135

1,250

1,052

Total low-trigger loss-absorbing additional tier 1 perpetual capital notes

1,250

1,135

1,250

1,052

TLAC-eligible senior unsecured notes

CHF

400

30.1.25

30.1.24

0.875%

475

400

EUR

1,500

21.3.25

21.3.24

1,656

1,394

USD

2,500

26.3.25

n/a

3.75%

2,500

2,104

EUR

1,750

17.4.25

17.4.24

1.25%

1,932

1,626

NOK

1,000

28.5.25

n/a

3.6%

EUR

1,500

17.7.25

17.7.24

1.25%

1,656

1,394

USD

1,750

5.8.25

5.8.24

4.49%

1,750

1,473

GBP

500

8.8.25

n/a

2.75%

638

537

USD

2,000

11.9.25

11.9.24

2.593%

2,000

1,683

GBP

750

12.9.25

12.9.24

2.125%

956

805

USD

2,500

24.9.25

n/a

4.125%

2,500

2,104

EUR

1,500

16.1.26

16.1.25

3M EURIBOR + 100 bps

1,656

1,394

EUR

1,500

29.1.26

29.1.25

0.25%

1,554

1,411

1,656

1,394

CHF

150

23.2.26

n/a

1.25%

165

150

178

150

EUR

2,000

2.4.26

2.4.25

3.25%

2,072

1,881

2,208

1,859

USD

2,000

15.4.26

n/a

4.125%

2,000

1,816

2,000

1,683

USD

2,000

17.4.26

n/a

4.55%

2,000

1,816

2,000

1,683

USD

1,200

12.5.26

12.5.25

4.488%

1,200

1,090

1,200

1,010

USD

600

12.5.26

12.5.25

Compounded Daily SOFR + 158 bps

600

545

600

505

USD

1,500

5.6.26

5.6.25

2.193%

1,500

1,362

1,500

1,263

USD

1,500

15.7.26

15.7.25

6.373%

1,500

1,362

1,500

1,263

EUR

1,250

1.9.26

1.6.26

1.25%

1,295

1,176

1,380

1,162

EUR

2,000

13.10.26

13.10.25

2.125%

2,072

1,881

2,208

1,859

EUR

1,250

3.11.26

3.11.25

0.25%

1,295

1,176

1,380

1,162

USD

1,750

12.1.27

12.1.26

5.711%

1,750

1,589

1,750

1,473

USD

1,300

30.1.27

30.1.26

1.364%

1,300

1,181

1,300

1,094

USD

2,000

2.2.27

2.2.26

1.305%

2,000

1,816

2,000

1,683

EUR

1,000

15.6.27

15.6.26

2.75%

1,036

941

1,104

929

EUR

1,500

24.6.27

24.6.26

1,554

1,411

1,656

1,394

USD

1,750

5.8.27

5.8.26

4.703%

1,750

1,589

1,750

1,473

USD

2,000

10.8.27

10.8.26

1.494%

2,000

1,816

2,000

1,683

GBP

750

30.9.27

30.9.26

939

853

956

805

JPY

8,300

27.10.27

27.10.26

0.904%

USD

1,250

22.12.27

22.12.26

6.327%

1,250

1,135

1,250

1,052

USD

2,250

9.1.28

9.1.27

4.282%

2,250

2,043

2,250

1,894

EUR

1,250

14.1.28

14.1.27

0.65%

1,295

1,176

1,380

1,162

EUR

1,000

24.2.28

n/a

0.25%

1,036

941

1,104

929

UBS Group AG standalone financial statements

Note 17

Long-term interest-bearing liabilities (continued)

Notes issued, overview by amount, maturity

and coupon

31.12.24

31.12.23

Carrying amount

Currency

Notional

(million)

Contractual

maturity

First optional

call date

Coupon

in USD m

in CHF m

in USD m

in CHF m

TLAC-eligible senior unsecured notes

EUR

1,046

17.3.28

17.3.27

4.625%

1,084

984

1,155

972

USD

2,000

23.3.28

23.3.27

4.253%

2,000

1,816

2,000

1,683

JPY

5,000

4.4.28

4.4.26

1.1%

USD

1,200

12.5.28

12.5.27

4.751%

1,200

1,090

1,200

1,010

GBP

750

9.6.28

9.6.27

2.25%

939

853

956

805

USD

1,750

11.8.28

11.8.27

6.442%

1,750

1,589

1,750

1,473

EUR

1,500

5.11.28

5.11.27

0.25%

1,554

1,411

1,656

1,394

JPY

20,000

9.11.28

9.11.27

0.973%

127

115

142

119

CHF

440

9.11.28

9.11.27

0.435%

485

440

523

440

USD

2,000

12.1.29

12.1.28

3.869%

2,000

1,816

2,000

1,683

EUR

3,000

1.3.29

1.3.28

7.75%

3,107

2,822

3,313

2,788

USD

15.4.29

15.4.27

Zero coupon accreting (annual yield of 5.9%)

CHF

360

24.8.29

24.8.28

0.375%

396

360

428

360

EUR

1,000

10.9.29

n/a

0.65%

1,036

941

1,104

929

USD

1,500

22.9.29

22.9.28

6.246%

1,500

1,362

1,500

1,263

GBP

400

3.11.29

3.11.28

1.875%

501

455

510

429

GBP

450

15.11.29

15.11.28

2.125%

563

512

574

483

USD

1,750

8.2.30

8.2.29

5.428%

1,750

1,589

EUR

100

11.3.30

11.3.29

1.19%

104

110

CHF

335

22.5.30

22.5.29

2.1125%

369

335

EUR

1,000

15.6.30

15.6.29

3.125%

1,036

941

1,104

929

USD

1,500

13.8.30

13.8.29

3.126%

1,500

1,362

1,500

1,263

USD

1,750

13.9.30

13.9.29

5.617%

1,750

1,589

USD

22.11.30

22.11.28

Zero coupon accreting (simple interest of 6.02%)

USD

3.12.30

3.12.27

Zero coupon accreting (simple interest of 6.07%)

EUR

1,000

11.1.31

11.1.30

4.375%

1,036

941

1,104

929

USD

3,000

1.4.31

1.4.30

4.194%

3,000

2,724

3,000

2,525

EUR

30.7.31

30.7.27

4.06%

EUR

1,250

3.11.31

n/a

0.875%

1,295

1,176

1,380

1,162

USD

6.11.31

6.11.27

Zero coupon accreting (simple interest of 6.22%)

USD

13.11.31

13.11.28

Zero coupon accreting (simple interest of 6.23%)

USD

19.11.31

19.11.27

Zero coupon accreting (simple interest of 6.4%)

USD

23.1.32

23.1.31

Zero coupon accreting (annual yield of 5.04%)

USD

2,000

11.2.32

11.2.31

2.095%

2,000

1,816

2,000

1,683

EUR

977

17.3.32

17.3.31

4.75%

1,012

919

1,079

908

AUD

25.3.32

25.3.25

Zero coupon accreting (annual yield of 4.5%)

EUR

1,500

2.4.32

2.4.31

2.875%

1,554

1,411

1,656

1,394

USD

3,250

14.5.32

14.5.31

3.091%

3,250

2,951

3,250

2,735

EUR

21.9.32

21.9.27

4.03%

EUR

1,500

18.1.33

n/a

0.625%

1,554

1,411

1,656

1,394

USD

1,500

11.2.33

11.2.32

2.746%

1,500

1,362

1,500

1,263

EUR

1,250

24.2.33

n/a

0.625%

1,295

1,176

1,380

1,162

JPY

10,000

16.3.33

n/a

1.82%

AUD

200

21.3.33

21.3.26

6.1%

124

112

136

115

EUR

1,250

9.6.33

9.6.32

4.125%

1,295

1,176

USD

1,500

5.8.33

5.8.32

4.988%

1,500

1,362

1,500

1,263

USD

3,000

12.8.33

12.8.32

6.537%

3,000

2,724

3,000

2,525

GBP

750

7.9.33

7.9.32

7.375%

939

853

956

805

JPY

10,000

27.10.33

27.10.32

1.269%

USD

2,000

15.11.33

15.11.32

9.016%

2,000

1,816

2,000

1,683

USD

2,250

12.1.34

12.1.33

5.959%

2,250

2,043

2,250

1,894

EUR

21.5.34

n/a

CHF

30.6.34

n/a

Zero coupon accreting (annual yield of 2.4726605548%)

EUR

100

4.7.34

11.7.28

2.455%

104

110

USD

20.9.34

20.9.30

5.06%

USD

1,750

22.9.34

22.9.33

6.301%

1,750

1,589

1,750

1,473

USD

2,250

8.2.35

8.2.34

5.699%

2,250

2,043

AUD

18.8.35

18.8.30

Zero coupon accreting (annual yield of 2.5%)

USD

24.11.35

24.11.26

2.21%

AUD

3.12.35

3.12.25

2.3%

USD

25.2.36

25.2.25

2.37%

UBS Group AG standalone financial statements

Note 17

Long-term interest-bearing liabilities (continued)

Notes issued, overview by amount, maturity

and coupon

31.12.24

31.12.23

Carrying amount

Currency

Notional

(million)

Contractual

maturity

First optional

call date

Coupon

in USD m

in CHF m

in USD m

in CHF m

TLAC-eligible senior unsecured notes

USD

4.3.36

4.3.25

2.49%

EUR

30.7.36

30.7.27

4.285%

EUR

17.5.37

16.5.27

3.73%

AUD

18.5.37

18.5.25

Zero coupon accreting (simple interest of 8.92%)

EUR

120

15.9.37

15.9.34

4.1%

124

113

133

112

AUD

9.2.38

9.2.26

Zero coupon accreting (annual yield of 6.85%)

EUR

15.2.38

15.2.33

4.5%

AUD

16.3.38

16.3.30

6.25%

AUD

17.3.38

17.3.26

Zero coupon accreting (simple interest of 9.8%)

EUR

21.11.38

21.11.30

Zero coupon accreting (annual yield of 5.61%)

EUR

30.11.38

30.11.32

5.05%

EUR

30.11.38

30.11.30

5.05%

USD

16.7.39

16.7.29

Zero coupon accreting (annual yield of 6.27%)

EUR

22.6.42

22.6.29

3.63%

EUR

8.9.42

8.9.32

4.09%

JPY

10,000

28.9.42

n/a

1.79%

EUR

16.1.43

16.1.33

4.85%

USD

1,500

11.2.43

11.2.42

3.179%

1,500

1,362

1,500

1,263

EUR

17.2.43

17.2.33

Zero coupon accreting (annual yield of 4.7250005926%)

EUR

29.6.43

29.6.33

5.05%

EUR

30.6.43

30.6.31

5.15%

EUR

17.1.44

17.1.29

4.79%

EUR

13.3.44

13.3.32

4.4%

EUR

23.5.44

23.5.29

Zero coupon accreting (annual yield of 5%)

EUR

14.6.44

14.6.27

4.8%

EUR

26.9.44

26.9.34

4.06%

USD

2,000

15.5.45

n/a

4.875%

2,000

1,816

2,000

1,683

USD

1,500

6.9.45

6.9.44

5.379%

1,500

1,362

USD

29.3.47

29.3.27

Zero coupon accreting (annual yield of 4.02%)

USD

413

29.3.48

29.3.25

Zero coupon accreting (annual yield of 4.6%)

413

375

395

333

USD

199

29.6.48

29.6.25

Zero coupon accreting (annual yield of 5%)

199

181

190

160

USD

259

31.8.48

31.8.25

Zero coupon accreting (annual yield of 5%)

259

235

247

207

USD

138

26.10.48

26.10.25

Zero coupon accreting (annual yield of 5.35%)

138

125

131

110

USD

137

27.12.48

27.12.25

Zero coupon accreting (annual yield of 5.4%)

137

125

130

110

USD

163

30.1.49

30.1.25

Zero coupon accreting (annual yield of 5.35%)

163

148

155

131

USD

163

30.1.49

30.1.25

Zero coupon accreting (annual yield of 5.35%)

163

148

155

131

USD

136

30.1.49

30.1.25

Zero coupon accreting (annual yield of 5.3%)

136

123

129

109

USD

168

29.5.49

29.5.25

Zero coupon accreting (annual yield of 4.7%)

168

153

160

135

USD

166

27.6.49

27.6.25

Zero coupon accreting (annual yield of 4.5%)

166

150

159

133

USD

170

4.11.49

4.11.26

Zero coupon accreting (annual yield of 3.8%)

170

154

163

138

USD

142

4.3.50

4.3.25

Zero coupon accreting (annual yield of 3.6%)

142

129

137

116

USD

241

14.4.50

14.4.25

Zero coupon accreting (annual yield of 4%)

241

219

231

195

USD

117

22.5.50

22.5.25

Zero coupon accreting (annual yield of 3.5%)

117

106

113

USD

586

27.5.50

27.5.25

Zero coupon accreting (annual yield of 3.5%)

586

532

566

476

USD

22.9.50

22.9.25

Zero coupon accreting (annual yield of 2.8%)

USD

111

12.1.51

12.1.26

Zero coupon accreting (annual yield of 2.7%)

111

101

108

USD

368

29.1.51

29.1.26

Zero coupon accreting (annual yield of 2.8%)

368

334

358

301

USD

190

26.2.51

26.2.26

Zero coupon accreting (annual yield of 3%)

190

173

185

156

AUD

101

26.2.51

26.2.26

Zero coupon accreting (annual yield of 3.01%)

USD

300

26.5.51

26.5.26

Zero coupon accreting (annual yield of 3.5%)

300

272

290

244

EUR

16.8.52

16.8.32

Zero coupon accreting (annual yield of 4.04%)

102

109

AUD

7.12.53

7.12.26

Zero coupon accreting (simple interest of 16%)

JPY

4,100

25.7.54

25.7.29

2.8%

USD

337

31.1.60

31.1.25

Zero coupon accreting (annual yield of 3.85%)

337

306

325

273

Total TLAC-eligible senior unsecured notes

104,864

95,227

115,031

96,821

1 For TLAC-eligible

senior unsecured notes, the

disclosed coupon rate refers

to the contractual coupon

rate applied from the

issue date up to

the contractual maturity

date or,

if applicable, to

the first optional call

date. For the loss-absorbing

additional

tier 1 perpetual capital

notes, the disclosed

coupon rate refers

to the contractual fixed

coupon rate from the

issue date up to

the first optional call

date.

2 Instrument was

redeemed on 27 August 2024.

3 Instrument was redeemed on 4 September 2024.

4 Following approval of a minimum amount of conversion capital by UBS Group AG’s shareholders at the AGM held on 24

April

2024, upon the occurrence

of a trigger event or

a viability event the

notes will be converted

into UBS Group AG

ordinary shares.

5 UBS Group AG

announced the call of

this instrument on 10 January

2025 and

executed it on 19 February 2025.

6 Instrument was redeemed on 30 January 2024.

7 Instrument was redeemed on 21 March 2024.

8 Instrument was redeemed on 17 April 2024.

9 Instrument was redeemed

on 17 July 2024.

10 Instrument was redeemed on 5 August 2024.

11 Instrument was redeemed on 11 September 2024.

12 Instrument was redeemed on 12 September 2024.

13 UBS Group AG announced

the call of this instrument on 18 December 2024 and executed it on 16 January 2025.

14 UBS Group AG announced the call of this instrument on 8 January 2025 and executed it on 29 January

2025.

UBS Group AG standalone financial statements

Note 18

Compensation-related long-term liabilities

USD m

CHF m

31.12.24

31.12.23

31.12.24

31.12.23

Long-term portion of compensation-related liabilities

4,053

3,629

3,681

3,054

of which: Deferred Contingent Capital Plan

1,476

1,296

1,341

1,091

of which: other deferred compensation plans

2,577

2,333

2,340

1,964

Total compensation-related long-term liabilities

4,053

3,629

3,681

3,054

Note 19

Share capital

As of 31 December 2024,

the issued share capital consisted of 3,462,087,722 fully paid

registered shares with a nominal

value of USD 0.10 each (31 December 2023: 3,462,087,722

shares with a nominal value of USD 0.10 each).

›

Refer to “UBS shares” in the “Capital, liquidity and funding,

and balance sheet” section of the UBS

Group Annual Report 2024,

available under “Annual reporting” at

ubs.com/investors

, more information about UBS Group AG shares

Note 20

Treasury shares

Number of registered shares

Average price in USD

Average price in CHF

Balance as of 31 December 2022

418,051,888

16.42

15.73

of which: treasury shares held by UBS Group AG

416,881,911

16.42

15.73

of which: treasury shares held by UBS AG

1,169,977

18.67

17.40

Acquisitions

141,390,875

24.89

22.63

Disposals

(6,461,062)

24.74

22.42

Cancellation

(62,548,000)

17.82

16.44

Treasury shares issued in the acquisition of the Credit Suisse Group

(178,031,769)

16.67

15.41

Delivery of shares to settle equity-settled awards

(59,168,495)

18.36

16.79

Balance as of 31 December 2023

253,233,437

19.97

19.22

of which: treasury shares held by UBS Group AG

251,812,721

19.91

19.18

of which: treasury shares held by UBS AG and other subsidiaries

1,420,716

30.33

26.76

Acquisitions

102,499,468

29.94

26.53

Disposals

(3,338,149)

28.82

25.53

Delivery of shares to settle equity-settled awards

(65,132,285)

22.67

20.41

Balance as of 31 December 2024

287,262,471

22.81

21.49

of which: treasury shares held by UBS Group AG

286,117,439

22.78

21.46

of which: treasury shares held by UBS AG and other subsidiaries

1,145,032

30.32

27.98

1 Includes 2,709,430 shares

held by Credit Suisse Group

AG and its subsidiaries

as of 1 January

2023, the date of the

acquisition of Credit Suisse

Group AG. Refer to

Note 3 for more information.

2 In 2023, as

approved by the Annual General

Meeting held on 5 April

2023, the cancellation of 62,548,000

shares, each with a

nominal value of CHF

0.10, purchased under the 2022

share repurchase program was

executed.

3 In

May 2023,

178,031,769 shares

purchased under

the 2022

share repurchase

program and

originally intended

for cancellation

purposes were

repurposed for

the acquisition

of the

Credit Suisse

Group and

175,649,481 shares were transferred

to the Credit Suisse

Group shareholders in an

exchange of shares as

consideration for the acquisition

of the Credit Suisse

Group on 12 June

2023 (1 UBS Group

AG share for

22.48 Credit Suisse AG shares).

4 Treasury shares held by UBS Group AG had a carrying value

of USD 6,517m (CHF 6,141m) as of 31 December 2024 (31 December 2023: USD 5,013m (CHF 4,830m)).

UBS Group AG standalone financial statements

Additional information

Note 21

Assets pledged to secure own liabilities and assets subject

to retention of title

As of 31 December 2024, total pledged assets of UBS Group AG amounted to USD 6,446m (CHF

5,854m). These assets

consisted

certain

liquid

assets,

marketable

securities

and

financial

assets

and

were

pledged

UBS

AG.

31 December

2023, total

pledged

assets

UBS Group

amounted

USD 6,637m

(CHF 5,586m).

The

associated

liabilities

secured

these

pledged

assets

were

USD 2,177m

(CHF 1,977m)

and

USD 3,833m

(CHF 3,226m)

31 December 2024 and 31 December 2023, respectively.

As of 31 December 2024, liquid assets in the amount of USD

5m were held in an escrow account.

Note 22

Contingent liabilities

As of

31 December

2024, total

contingent liabilities

of UBS

Group

AG amounted

to USD

1,466m (CHF

1,331m). The

contingent liabilities include indemnities, guarantees, letters of responsibility and letters of comfort issued for

the benefit

of subsidiaries and creditors of subsidiaries. In some instances the amount of exposure of UBS Group AG is not specified

but relates to specific circumstances

such as the solvency of subsidiaries, and

therefore no related

amount is included in

the

aforementioned

figure.

December

2023,

total

contingent

liabilities

UBS

Group

amounted

USD 1,470m (CHF 1,237m).

Joint and several liability – value-added tax

UBS Group AG

is jointly and severally

liable for the combined

value-added tax (VAT)

liability of UBS entities

that belong

to the VAT

group of UBS in Switzerland.

UBS Group AG standalone financial statements

Note 23

Share ownership of the members of the Board

of Directors, the Group Executive Board and other

employees

Shares awarded

For the year ended 31.12.24

For the year ended 31.12.23

Number of shares

Value of shares in

USD m

Value of shares in

CHF m

Number of shares

Value of shares in

USD m

Value of shares in

CHF m

Awarded to members of the BoD

283,348

325,516

Awarded to members of the GEB

4,816,249

3,128,457

Awarded to other UBS Group employees

60,616,953

1,328

1,208

60,779,366

1,213

1,021

Total

65,716,549

1,401

1,274

64,233,339

1,267

1,067

1 Shares awarded to members of the BoD

during 2024 for the period from the

2023 AGM to the 2024 AGM

were valued at CHF 24.435 and shares

awarded during 2023 for the period

from the 2022 AGM to the

2023 AGM were valued at CHF

20.092 (average closing price of UBS

shares over the last 10 trading days

leading up to and including the grant

date). Shares (including notional shares) awarded

to members of the

GEB in office during disclosed periods

and other UBS Group employees were

valued at weighted average

grant date fair value (USD

25.93 for the year ended

31 December 2024 and USD 19.96

for the year ended

31 December 2023). Shares awarded under

the Long Term Incentive

Plan (LTIP) are

shown at a value of

50% of the maximum opportunity

for 2024 grants,

as communicated to the participants.

For comparability,

the 2023 value shown in the table has been revised to reflect 71% of the maximum opportunity. For illustrative purposes, the value of the shares was converted at the closing exchange rates as of 31 December 2024

(CHF / USD 1.10) and 31 December 2023 (CHF / USD 1.19), accordingly.

›

Refer to the “Compensation” section of the UBS

Group Annual Report 2024, available under “Annual

reporting” at

ubs.com/investors

, for more information about the terms and conditions

of the shares awarded to the members of the Board of

Directors and the Group Executive Board

Number of shares of BoD members

Name, function

on 31 December

Number of shares held

Voting rights in %

Colm Kelleher, Chairman

2024

552,218

0.043

2023

456,045

0.035

Lukas Gähwiler, Vice Chairman

2024

385,609

0.030

2023

342,248

0.026

Jeremy Anderson, Senior Independent Director

2024

167,436

0.013

2023

140,812

0.011

Claudia Böckstiegel, member

2024

23,684

0.002

2023

16,523

0.001

William C. Dudley, member

2024

74,587

0.006

2023

80,333

0.006

Patrick Firmenich, member

2024

71,010

0.006

2023

53,405

0.004

Fred Hu, member

2024

124,370

0.010

2023

112,265

0.009

Mark Hughes, member

2024

80,239

0.006

2023

65,916

0.005

Gail Kelly, member

2024

0.000

2023

–

Nathalie Rachou, member

2024

58,334

0.005

2023

46,057

0.003

Julie G. Richardson, member

2024

157,946

0.012

2023

155,623

0.012

Dieter Wemmer, former member

2024

–

2023

147,251

0.011

Jeanette Wong, member

2024

133,761

0.010

2023

115,567

0.009

Total

2024

1,829,194

0.143

2023

1,732,045

0.131

1 Includes blocked and unblocked shares held by BoD members,

including those held by related parties. No options were granted

in 2024 and 2023.

2 Includes 62,051.072 unvested shares granted under variable

compensation plans with forfeiture provisions as part of Lukas Gähwiler’s compensation for his executive

roles previously held at UBS.

UBS Group AG standalone financial statements

Note 23

Share ownership of the members of the Board

of Directors, the Group Executive Board and other

employees (continued)

Share ownership / entitlements of GEB members

Name, function

31 December

Number of

unvested

shares / at

risk

Number of

vested shares

Total number

of shares

Potentially

conferred

voting

rights in %

Sergio Ermotti, Group Chief Executive Officer

2024

1,023,411

1,732,094

2,755,505

0.215

2023

1,218,685

1,220,864

2,439,549

0.185

George Athanasopoulos, Co-President Investment Bank

2024

468,793

203,756

672,549

0.053

2023

Michelle Bereaux, Group Integration Officer

2024

164,063

12,824

176,887

0.014

2023

100,618

0.008

Christian Bluhm, former Group Chief Risk Officer

2024

2023

715,033

715,084

0.054

Mike Dargan, Group Chief Operations and Technology Officer

2024

465,358

26,815

492,173

0.038

2023

408,308

56,024

464,332

0.035

Aleksandar Ivanovic, President Asset Management

2024

143,704

65,697

209,401

0.016

2023

Suni Harford, former President Asset Management

2024

2023

1,226,219

128,081

1,354,300

0.103

Naureen Hassan, former President UBS Americas

2024

2023

48,861

0.004

Robert Karofsky, President UBS Americas and Co-President Global Wealth

Management

2024

1,139,539

424,520

1,564,059

0.122

2023

1,116,181

446,655

1,562,836

0.118

Sabine Keller-Busse, President Personal & Corporate Banking and President UBS Switzerland

2024

982,710

425,317

1,408,027

0.110

2023

998,319

460,442

1,458,761

0.111

Iqbal Khan, Co-President Global Wealth Management and President

UBS Asia Pacific

2024

1,140,180

179,433

1,319,613

0.103

2023

1,118,165

32,287

1,150,452

0.087

Edmund Koh, former President UBS Asia Pacific

2024

2023

906,095

530,000

1,436,095

0.109

Ulrich Körner, former CEO of Credit Suisse AG

2024

2023

314,134

15,126

329,260

0.025

Barbara Levi, Group General Counsel

2024

539,142

99,876

639,018

0.050

2023

462,894

76,075

538,969

0.041

Beatriz Martin Jimenez, Head Non-core and Legacy and

President UBS EMEA

2024

426,691

180,706

607,397

0.047

2023

381,209

81,823

463,032

0.035

Markus Ronner, Group Chief Compliance and Governance Officer

2024

613,246

4,436

617,682

0.048

2023

642,528

3,129

645,657

0.049

Stefan Seiler, Head Group Human Resources & Group Corporate Services

2024

299,428

91,393

390,821

0.031

2023

270,359

0.020

Todd Tuckner,

Group Chief Financial Officer

2024

279,344

279,647

558,991

0.044

2023

219,246

338,962

558,208

0.042

Marco Valla, Co-President Investment Bank

2024

244,051

13,847

257,898

0.020

2023

Damian Vogel, Group Chief Risk Officer

2024

74,256

23,919

98,175

0.008

2023

Total

2024

8,003,916

3,764,280

11,768,196

0.920

2023

10,146,854

3,389,519

13,536,373

1.026

1 Includes all vested and unvested

shares of GEB members, including those held by

related parties. No options were held in 2024 and

2023 by any GEB member or

any of its related parties. Refer to “Note

27 Employee

benefits: variable compensation” in the “Consolidated financial

statements” section of the UBS Group

Annual Report 2024, available under “Annual reporting” at ubs.com/investors, for more information.

2 Includes

shares granted under variable compensation plans with forfeiture provisions. For the 2019/20, 2020/21 and 2021/22 LTIP

awards, the values reflect the final value. For all other LTIP

awards, the values reflect the fair

value awarded at grant. The actual number of shares vesting in the future will be calculated under the terms of the plans. Refer to the “Group compensation” section of the UBS Group Annual Report 2024, available

under “Annual reporting” at ubs.com/investors,

for more information about the plans.

UBS Group AG standalone financial statements

Note 24

Related parties

Related parties are

defined under the

Swiss Code of

Obligations as direct

and indirect participants

with voting rights

20% or more, management bodies (BoD

and GEB), external auditors and direct and

indirect investments in subsidiaries.

Payables due to members of the GEB

and the external auditors are provided

in the table below.

Amounts due from and

due to subsidiaries are provided on the face

of the balance sheet.

USD m

CHF m

31.12.24

31.12.23

31.12.24

31.12.23

Payables due to the members of the GEB

185

175

168

147

of which: Deferred Contingent Capital Plan

of which: other deferred compensation plans

106

100

Payables due to external auditors Statement of proposed appropriation of total profit



UBS Group AG standalone

and dividend distribution out of total profit and

capital contribution reserve

The Board of

Directors (the BoD)

proposes that the

Annual General Meeting

of Shareholders on

10 April 2025 approve

the appropriation of total profit and

an ordinary dividend distribution of

USD 0.90 (gross) in cash per share

of USD 0.10

nominal value under the terms set out below:

Appropriation of and distribution out of total profit

USD m

CHF m

For the year ended

31.12.24

Net profit for the period

2,994

2,762

Profit / (loss) carried forward

Total profit available for appropriation

2,994

2,762

Appropriation to voluntary earnings reserve

(1,436)

(1,345)

Dividend distribution: USD 0.90 (gross) per dividend-bearing

share, USD 0.45 of which out of total profit

(1,558)

(1,416)

Profit / (loss) carried forward

1 Dividend-bearing shares

are all shares

issued except for

treasury shares held

by UBS Group

AG as of

the record date.

The amount

of USD 1,558m presented

is based on

the total number

of shares issued

as of

31 December 2024. If the final total amount

of the dividend is higher or

lower, the difference

will be balanced through the appropriation

to the voluntary earnings reserve.

2 For illustrative purposes,

converted at

the closing exchange rate as of 31 December 2024 (CHF / USD 1.10).

Distribution out of capital contribution reserve

USD m

CHF m

For the year ended

31.12.24

Statutory capital reserve, of which capital contribution reserve before

proposed distribution

31,603

32,621

Dividend distribution: USD 0.90 (gross) per dividend-bearing

share, USD 0.45 of which out of capital contribution reserve

(1,558)

(1,416)

Statutory capital reserve, of which capital contribution reserve after proposed distribution

30,045

31,204

1 Dividend-bearing shares are

all shares issued

except for treasury

shares held by

UBS Group AG

as of the

record date. The

amount of USD 1,558m

presented is based

on the total

number of shares

issued as of

31 December 2024.

2 For illustrative purposes, converted at the closing exchange

rate as of 31 December 2024 (CHF / USD 1.10).

As set out above,

half of the

ordinary dividend distribution

of USD 0.90 (gross)

in cash per

share is payable

out of total

profit, and the other half is payable

out of the capital contribution reserve.

The portion of the dividend paid out

of total

profit will be subject to a 35% Swiss withholding tax.

The ordinary dividend

distribution is declared

in US dollars. Shareholders

whose shares are

held through SIX

SIS AG will

receive dividends

in Swiss

francs, based

on a

published exchange

rate calculated

up to

five decimal

places on

the day

prior to the ex-dividend

date. Shareholders holding shares through

DTC or directly registered

in the US share

Computershare will be paid dividends in US dollars.

In May 2024, the US changed its settlement practice from

t+2, as common in Europe, to t+1, to reduce

the risk between

the execution

and settlement

of a

trade. To

align the

two different

settlement practices

regarding the

corporate event

key dates, UBS decided to set the ex-dividend date

on the NYSE one day later than on the SIX Swiss

Exchange. Provided

that

the

proposed

dividend

distribution

out

the

total

profit

and

the

capital

contribution

reserve

approved,

the

payment of USD 0.90 (or the Swiss franc equivalent) per

share will be made on 17 April 2025

to holders of shares on the

record date 16 April 2025 on the SIX Swiss Exchange and the NYSE. However, on

the SIX Swiss Exchange, the shares will

traded

ex-dividend

April

2025

and,

accordingly,

the

last

day

which

the

may

traded

with

entitlement to

receive the dividend

will be 14

April 2025. On

the NYSE,

the shares will

be traded

ex-dividend as of

16 April

2025, and the last day on

which the shares may be traded with

entitlement to receive the dividend will be

15 April 2025.

Cautionary statement

This report

and the

information contained

herein are

provided solely

for information

purposes, and

are not to

be construed

as solicitation

of an offer to buy or sell any securities or other financial instruments in Switzerland, the United States or any other jurisdiction. No investment decision relating

to securities of or relating to UBS Group AG, UBS AG or their affiliates should be made on the basis of this report. Refer to UBS’s most recent annual report on

Form 20-

quarterly reports and other information

furnished to or filed with

the US Securities and Exchange

Commission (the SEC) on Form

6-K, available at

ubs.com/investors

, for additional information.

Rounding |

Numbers presented throughout this report may not add up

precisely to the totals provided in the tables and text.

Percentages and percent changes

disclosed in text and tables are

calculated on the basis of unrounded

figures. Absolute changes between reporting periods disclosed in

the text, which can be

derived from numbers presented in related tables, are calculated on

a rounded basis.

Tables |

Within tables, blank fields generally indicate non-applicability or that presentation of any content would not be meaningful, or that information is not

available as of the relevant date or for the relevant period. Zero values generally indicate that the respective figure is zero on an actual or rounded basis.

Values

that are zero on a rounded basis can be either negative

or positive on an actual basis.

Websites |

In this report,

any website

addresses are provided

solely for information

and are not

intended to

be active links.

UBS does not

incorporate

the contents

of any such websites into this report.

UBS Group AG

P.O. Box

CH-8098 Zurich

ubs.com

Basel, 17 March 2025

Consent of Independent Registered Public

Accounting Firm

We consent to the incorporation by reference in each of the following

registration statements of UBS Group AG:

(1)

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 each related prospectus

currently outstanding under any of the aforementioned

registration statements,

of our report dated 14 March 2025, with respect to the standalone

financial statements of UBS Group AG for

the

year ended 31 December 2024 included

in this Report of Foreign Private Issuer (Form 6-K) dated

17 March 2025,

filed with the Securities and Exchange Commission.

/s/ Ernst & Young Ltd This Form 6-K is hereby incorporated by reference into 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 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

foregoing registration statements.

SIGNATURES

report to be signed on its behalf by the undersigned, thereunto duly authorized.

UBS Group AG

By: _/s/ Steffen Henrich__________

Name: Steffen Henrich

Title: Group Controller

By:

/s/ David Kelly

Name:

David Kelly

Title:

Managing Director

Date:

March 17, 2025