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: July 29, 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

under

Forms

20-F

and

6-K,

respectively.

UBS

Group

AG’s

consolidated

financial

statements

are

prepared

accordance

with

IFRS

Accounting

Standards.

SEC

regulations

require

certain

additional

disclosures to be

included in registration

statements relating to

offerings of securities.

Certain of these

additional disclosures follow herein, and should

be read in conjunction with the annual

report on Form

20-F for the

year ended 31

December 2025 of

UBS Group AG,

filed with the

SEC on March

9, 2026,

as well as UBS

Group AG’s

first quarter 2026

report, submitted to

the SEC on Form

6-K on April 29,

2026, and UBS Group AG’s second quarter 2026 report, submitted to the

SEC on Form 6-K on July 29,

2026.

Capitalization of UBS Group AG

The

table

below

presents

the

consolidated

capitalization

UBS

Group

accordance

with

IFRS

Accounting

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

As of

USD m

30.6.26

31.3.26

Debt issued

343,551

343,922

Equity attributable to shareholders

89,165

92,247

Equity attributable to non-controlling interests

265

255

Total capitalization

432,981

436,424

1 As of 30 June 2026, 88% of debt issued was unsecured.

This

Form

6-K

hereby

incorporated

reference

into

(1)

the

registration

statement

Form

F-3

(Registration

Number

333-293403),

(2)

the

registration

statements

UBS

Group

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:

July 29, 2026

UBS Group AG 6-K