ubsgroupagproforma202

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 28, 2024

UBS Group AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(Address of principal executive offices)

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-

Form 20-F

☒

Form 40-F

☐

THIS

FORM

6-K

HEREBY

INCORPORATED

REFERENCE

INTO

(1)

THE

REGISTRATION

STATEMENTS

OF UBS

GROUP

AG ON

FORM

F-3 (REGISTRATION

NUMBER

333-272452)

AND

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 THE FOREGOING REGISTRATION STATEMENT.

THIS REPORT SHALL BE A PART THEREOF

FROM THE DATE ON WHICH THIS REPORT

IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY

DOCUMENTS OR REPORTS

SUBSEQUENTLY

FILED OR FURNISHED.

EXPLANATORY

NOTE

UBS Group AG

has determined that, pursuant

to Rule 3-05

and Article 11 of

Regulation S-X, the merger

with Credit

Suisse Group AG

that occurred on

12 June 2023

requires it

to incorporate

unaudited

pro forma

condensed combined financial information prepared to reflect the merger in the outstanding registration

statements indicated on the cover of this Form 6-K. Such pro forma

financial information is based on (i)

the audited consolidated income statement of UBS

Group AG for the

year ended 31 December 2023 and

(ii) the unaudited

historical condensed consolidated income statement of

Credit Suisse Group

AG for the

five-month

period

ended

May

2023

derived

from

Credit

Suisse’s

books

and

records,

and

other

information

available,

presented

for

illustrative

purposes

only

and

does

not

reflect

the

results

operations or the financial position of

UBS Group AG that would have

resulted had the merger occurred

on 1 January

2023, or project

the results of

operations or

financial position

of UBS Group

AG for any

future date or period.

The unaudited

pro forma condensed

combined income statement

for the

year ended 31

December 2023 is

attached hereto as Exhibit 99.1 to this

report on Form 6-K.

EXHIBIT INDEX

Exhibit No.

99.1

Unaudited pro forma condensed

combined financial information for the

fiscal year ended 31

December 2023

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrants

have duly

caused this report to be signed on their

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 28, 2024