edgarq2q23standubsgroup

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: November 7, 2023

UBS Group AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(Address of principal executive office)

Commission File Number: 1-36764

UBS AG

(Registrant's Name)

Bahnhofstrasse 45, 8001 Zurich, Switzerland

Aeschenvorstadt 1, 4051 Basel, Switzerland

(Address of principal executive offices)

Commission File Number: 1-15060

Indicate by check mark whether the registrants file or will file annual reports under

cover of

Form 20-F or Form 40-

Form 20-F

☒

Form 40-F

☐

This Form 6-K consists of the

UBS Group AG standalone financial

information for the six months ended

June 2023, which appears immediately following this page.

UBS

Group AG

Standalone financial information

for the six months ended

30 June 2023

Table of contents

UBS Group AG standalone financial information

Income statement

Balance sheet

Notes to the UBS Group AG standalone financial

information

Appendix

Contacts

Switchboards

For all general inquiries

ubs.com/contact

Zurich +41-44-234 1111

London +44-207-567 8000

New York +1-212-821 3000

Hong Kong +852-2971 8888

Singapore +65-6495 8000

Investor Relations

Institutional, professional and retail

investors are supported by UBS’s

Investor Relations team.

UBS Group AG, Investor Relations

P.O.

Box, CH-8098 Zurich,

Switzerland

ubs.com/investors

Zurich +41-44-234 4100

New York +1-212-882 5734

Media Relations

Global media and journalists are

supported by UBS’s Media Relations

team.

ubs.com/media

Zurich +41-44-234 8500

mediarelations@ubs.com

London +44-20-7567 4714

ubs-media-relations@ubs.com

New York +1-212-882 5858

mediarelations@ubs.com

Hong Kong +852-2971 8200

sh-mediarelations-ap@ubs.com

Office of the Group Company

Secretary

The Group Company Secretary

receives inquiries on compensation

and related issues addressed to

members of the Board of Directors.

UBS Group AG, Office of the

Group Company Secretary

P.O.

Box, CH-8098 Zurich,

Switzerland

sh-company-secretary@ubs.com

+41-44-235 6652

Shareholder Services

UBS’s Shareholder Services team,

a unit of the Group Company

Secretary’s office, is responsible

for the registration of UBS Group AG

registered shares.

UBS Group AG, Shareholder Services

P.O.

Box, CH-8098 Zurich,

Switzerland

sh-shareholder-services@ubs.com

+41-44-235 6652

US Transfer Agent

For global registered share-related

inquiries in the US.

Computershare Trust Company NA

P.O.

Box 505000

Louisville, KY 40233-5000,

USA

Shareholder online inquiries:

www-us.computershare.com/

investor/Contact

Shareholder website:

computershare.com/investor

Calls from the US +1-866-305-9566

Calls from outside the US

+1-781-575-2623

TDD for hearing impaired

+1-800-231-5469

TDD for foreign shareholders

+1-201-680-6610

Imprint

Publisher: UBS Group AG, Zurich, Switzerland | ubs.com

Language: English

the registered and

UBS Group AG standalone

UBS Group AG standalone financial information

Income statement

USD m

CHF m

Year-to-date

30.6.23

30.6.22

30.6.23

30.6.22

Dividend income from the investment in UBS AG

6,000

4,200

5,361

4,087

Other operating income

3,091

1,174

2,808

1,112

Operating income

9,091

5,374

8,169

5,199

Impairment of the investment in Credit Suisse AG

21,855

19,648

Other operating expenses

3,184

965

2,895

910

Operating expenses

25,039

965

22,543

910

Extraordinary income

17,317

15,771

Extraordinary expenses

16,319

14,861

Operating profit / (loss) before tax

(14,950)

4,409

(13,465)

4,289

Tax expense / (benefit)

(9)

(8)

Net profit / (loss) for the period

(14,941)

4,399

(13,456)

4,280

Balance sheet

USD m

CHF m

30.6.23

31.12.22

30.6.23

31.12.22

Assets

Current assets

12,965

4,895

11,615

4,524

Non-current assets

171,910

104,509

154,001

96,597

of which: investment in UBS AG

40,889

36,629

37,793

of which: investment in Credit Suisse AG

9,822

8,799

Total assets

184,876

109,404

165,615

101,121

Liabilities

Short-term liabilities

11,000

6,429

9,854

5,942

Long-term liabilities

129,344

64,883

115,869

59,971

Total liabilities

140,344

71,311

125,723

65,913

of which: Deferred Contingent Capital Plan

1,535

1,600

1,375

1,479

of which: other deferred compensation plans

2,576

2,793

2,307

2,581

Equity

Share capital

346

359

341

352

Statutory capital reserve

45,356

23,826

43,440

23,522

of which: capital contribution reserve

55,438

23,826

52,761

23,522

of which: other statutory capital reserve

(10,082)

(9,320)

Statutory earnings reserve

of which: reserve for treasury shares held by subsidiaries

Voluntary earnings reserve

18,155

16,364

13,855

13,620

Treasury shares

(4,435)

(6,844)

(4,334)

(6,557)

of which: against capital contribution reserve

(1,133)

(2,525)

(1,053)

(2,407)

Net profit / (loss)

(14,941)

4,389

(13,456)

4,271

Equity attributable to shareholders

44,532

38,093

39,893

35,209

Total liabilities and equity

184,876

109,404

165,615

101,121

1 Refer to “Share information and earnings per share” in the “Risk, capital, liquidity and funding, and balance sheet” section of the UBS Group

second quarter 2023 report for information about UBS Group AG shares.

2 During

the second

quarter of

2023, as

approved by

the Annual

General Meeting

of Shareholders

(the AGM),

the payment

of an

ordinary cash

dividend of

USD 0.55 (gross)

per dividend-bearing

share, totaling

USD 1,679m (CHF 1,517m), was made,

half of it from the capital

contribution reserve within the statutory

capital reserve and the other half

from total profit available for

appropriation. The remaining amount

of total

profit available for appropriation (i.e., USD 3,549m from USD 4,389m respectively CHF 3,512m from

CHF 4,271m) was appropriated to the voluntary earnings reserve.

UBS Group AG standalone

Notes to the UBS Group AG standalone financial information

Basis of accounting

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 interim financial information at hand comprises a condensed balance sheet, income statement and notes and

is unaudited. It should be read

in conjunction with the audited standalone financial statements of

UBS Group AG

included in the Annual Report 2022.

This

interim financial

information provides

update of

the financial

position of

UBS Group AG to

current and

future investors, as well as other interested stakeholders.

Accounting policies

In preparing

the interim

financial information

for UBS

Group AG,

the same

accounting policies

and methods

computation have been applied

as in the

annual standalone financial statements as

of 31 December 2022. More

information about the accounting policies applied

is provided in Note 2 to the UBS Group

AG standalone financial

statements in

the Annual

Report 2022.

In addition,

UBS Group

AG adopted

the following

accounting policies

during

the reporting period:

Hedge accounting

UBS

Group

applies

the

following

hedge

accounting

policies

where

requirements

risk

management,

documentation and effectiveness are met:

Fair value hedges of interest rate risk related

to debt instruments

UBS Group AG designates certain fixed-rate issued

debt instruments and fixed-to-floating interest rate derivatives

as hedged items

and hedging instruments, respectively, in

fair value hedge

accounting relationships. The hedged

risk

is determined

as the

change in

the fair

value of

the issued

debt instruments

attributable to

changes in

the

designated

benchmark

interest

rates.

The

effective

portion

gains

and

losses

the

hedging

instruments

deferred on the

balance sheet

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 as

hedged

items.

For

this

purpose,

foreign

exchange

(FX)

derivatives,

mainly FX 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

FX 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

Accrued income

and prepaid

expenses

Accrued expenses

and deferred

income

to the

extent no

change is

recognized in

the carrying

amount of

the hedged

item

arising

from

changes

spot

rates.

Otherwise,

the

effective

portion

gains

and

losses

these

derivatives is matched

with the corresponding

valuation adjustments of

the hedged item

recorded in the

income

statement and

recognized either

as a

reduction of

Impairment of

investments in

subsidiaries

or as

Extraordinary

income

Significant events

Acquisition of Credit Suisse Group AG

On 12 June 2023, UBS Group AG formally acquired Credit Suisse Group

AG through merger by absorption. In the

standalone

financial

statements

UBS

Group

the

acquisition

has

been

applied

retroactively

1 January 2023, whereby assets of USD 108,029m

(CHF 99,850m), liabilities of USD 83,512m

(CHF 77,189m) and

equity

USD 24,517m

(CHF 22,661m)

were

recognized.

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.

UBS Group AG standalone

Write-off of additional tier 1 (AT1) instruments

formerly issued by Credit Suisse Group

On 19 March 2023,

as ordered by 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 off together with the corresponding

internal AT1 instruments issued by

Credit Suisse AG in a total amount

of USD 16,319m

(CHF 14,861m). These

amounts are

included in

the income

statement in

Extraordinary income

and

Extraordinary expenses

, respectively.

Impairment of investment in Credit Suisse

Investments in subsidiaries include all subsidiaries directly held by

UBS Group AG through which UBS

conducts its

business

global

basis. The

investments

are

measured individually

and

carried

cost

less

impairment. The

carrying amount is tested for impairment annually

and when indicators of a potential decrease

in value exist.

the

reporting

period,

UBS

Group

recorded

impairment

its

investment

Credit

Suisse

USD 21,855m (CHF 19,648m) in the income

statement in

Impairment of the investment

in Credit Suisse AG

. The

impairment was

recorded to

align the

book value

of the

assets and

liabilities acquired

through merger

by absorption

of Credit Suisse

Group AG as of

19 March 2023

with the fair

value of the

treasury shares provided

to the Credit

Suisse Group AG shareholders as of

12 June 2023 (“consideration paid approach”).

Cancellation of shares and change of

the share capital currency

On 5 April

2023, the Annual

General Meeting of

Shareholders (the

AGM) approved

the cancellation of

62,548,000

shares, each with

a nominal value

of CHF 0.10,

purchased under

the 2021 share

repurchase program.

Share capital

has been reduced by

the nominal value of the repurchased

shares upon cancellation, i.e., USD 7m (CHF 6m). The

capital

contribution reserve

and

the

voluntary

earnings reserve

were

each

reduced

50%

the

total

capital

reduction

amount

exceeding

the

nominal

value

upon

cancellation

the

repurchased

shares,

i.e.,

each

USD 554m (CHF 511m). Amounts

disclosed in Swiss francs

may differ from the

purchase price of the

shares due to

the applied method of converting US dollars

to Swiss francs for presentation purposes.

Furthermore, the

AGM

approved a

change of

the

capital currency

from the

Swiss

franc to

the US

dollar,

resulting in a slight reduction

of the nominal value

per share to USD 0.10

(from CHF 0.10), with

the amount of the

reduction of USD 6m

(CHF 5m) allocated to the

Capital contribution reserve

. As a

consequence of the

change in

the

capital

currency, the

capital

contribution

reserve

was

also

converted from

Swiss

francs

dollars,

resulting

increase

USD 1,602m

(CHF 1,482m),

with

the

offset

recorded

the

Other

statutory

capital

reserve

. The

conversion was

implemented with

retroactive effect

as of

1 January

2023 for

accounting purposes

based on the closing exchange rate from 30

December 2022.

These events did not change the total equity

reported for UBS Group AG.

UBS Group AG standalone

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.

UBS Group AG

P.O. Box

CH-8098 Zurich

ubs.com

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

UBS AG

By:

/s/ Steffen Henrich

Name:

Steffen Henrich

Title:

Controller

By:

/s/ David Kelly

Name:

David Kelly

Title:

Managing Director

Date:

November 7, 2023