UBS

Business Context and Reporting Period

This Form 6-K filing presents the audited standalone financial statements for UBS Group AG, the ultimate holding company of the UBS Group, for the year ended December 31, 2025. The filing was submitted to the SEC on March 9, 2026. UBS Group AG operates as a holding entity with no direct employees; all operational activities are conducted through subsidiaries, primarily UBS AG. The financial statements are prepared in accordance with Swiss law, with the primary presentation currency being the US dollar.

Key Financial Metrics

Liquidity and Capital: As of December 31, 2025, distributable items for the purpose of Additional Tier 1 (AT1) capital instruments totaled USD 70.2 billion. Long-term interest-bearing liabilities, consisting primarily of loss-absorbing AT1 notes and TLAC-eligible senior unsecured debt, amounted to USD 120.6 billion.

Material Changes vs. Prior Period

• Profit Surge: Net profit increased significantly from USD 2.99 billion in 2024 to USD 13.07 billion in 2025. This was primarily driven by a substantial increase in dividend income from subsidiaries, which rose from USD 3.19 billion to USD 13.35 billion.
• Share Capital Reduction: In 2025, the company executed the cancellation of 120.5 million shares acquired under the 2022 share repurchase program. This reduced share capital by USD 12 million and reclassified amounts within equity reserves, though it had no net effect on total equity.
• Debt Repurchases: The company recorded a loss of USD 754 million on the repurchase of legacy Credit Suisse senior debt instruments in tender offers executed in November 2025. Conversely, it recognized a gain of USD 754 million on the partial early redemption of onward lending to UBS AG related to these instruments.
• Asset Growth: Total assets increased by approximately USD 5.7 billion, largely due to an increase in financial assets and liquid assets.

Guidance, Outlook, and Risks

Dividend Proposal: The Board of Directors proposes an ordinary dividend distribution of USD 1.10 per share (gross). Half of this amount (USD 0.55) is proposed to be paid out of total profit, and the other half out of the capital contribution reserve. The proposed payment date is April 23, 2026.

Management Commentary: The filing highlights the successful integration following the merger of UBS AG and Credit Suisse AG (completed May 31, 2024). The standalone entity continues to serve as the issuer of loss-absorbing capital notes and the grantor of deferred compensation plans.

Risks and Contingencies:

• Contingent Liabilities: Total contingent liabilities decreased to USD 823 million (from USD 1.47 billion in 2024), including indemnities and guarantees for subsidiaries.
• Asset Pledges: Assets pledged to secure own liabilities increased to USD 11.2 billion, pledged primarily to UBS AG.
• Compensation Liabilities: Compensation-related long-term liabilities rose to USD 4.7 billion, reflecting deferred compensation plans including the Deferred Contingent Capital Plan (DCCP).

Investor Verification Checklist

• Dividend Approval: Verify shareholder approval of the proposed USD 1.10 dividend at the Annual General Meeting on April 15, 2026.
• Debt Maturities: Review the detailed schedule of TLAC-eligible senior unsecured notes and AT1 perpetual capital notes for upcoming maturities and call dates in 2026.
• Subsidiary Dependence: Confirm the stability of dividend flows from UBS AG, which accounted for the vast majority (USD 13.0 billion) of the holding company's income.
• Capital Reserves: Monitor the status of the capital contribution reserve, which is subject to formal review by the Swiss Federal Tax Administration.
• Legacy Debt: Assess the impact of the November 2025 tender offers on legacy Credit Suisse debt and the associated accounting gains/losses.