UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

_________________

FORM 6-K

REPORT OF FOREIGN PRIVATEISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Date: October 28, 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

☐

UBS Group AG produces regular annual and quarterly reports, which are submitted to the SEC

underForms20-Fand6-K,respectively.UBSGroupAG’sconsolidatedfinancialstatementsare

preparedinaccordancewithIFRSAccountingStandards.SECregulationsrequirecertainadditional

disclosures to beincluded in registrationstatements relating toofferings of securities.Certain of these

additional disclosures follow herein, and shouldbe read in conjunction with the annualreport on Form

20-F for theyear ended 31December 2025 ofUBS Group AG,filed with theSEC on March9, 2026,

as well as UBSGroup AG’sfirst quarter 2026report, submitted tothe SEC on Form6-K on April 29,

2026, UBSGroup AG’ssecondquarter 2026report, submittedto theSEC onForm 6-Kon July29,

2026 and UBSGroup AG’s third quarter2026 report, submittedto the SECon Form 6-Kon October 28,

2026.

Capitalization of UBS Group AG

ThetablebelowpresentstheconsolidatedcapitalizationofUBSGroupAGinaccordancewithIFRSAccounting

Standards in US dollars, the presentation currency of UBS Group AG.

As of

USD m

30.9.26

30.6.26

Debt issued

1,2

324,981

343,551

Equity attributable to shareholders

88,613

89,165

Equity attributable to non-controlling interests

277

265

Total capitalization

413,871

432,981

1 Debt issued consists of Debt issued measured at amortized cost and Debt issued designated at fair value.2 As of 30 September 2026, 87% of Debt issued was unsecured.

ThisForm6-Kisherebyincorporatedbyreferenceinto(1)theregistrationstatementonFormF-3

(RegistrationNumber333-293403),(2)theregistrationstatementsofUBSGroup

AGonFormS-8

(Registration Numbers 333-200634; 333-200635; 333-200641; 333-200665; 333-215254; 333-215255;

333-228653; 333-230312;333-249143 and333-272975), and(3) intoeach prospectusoutstanding 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:October 28, 2026