newsrelease6k20243105

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: May 31,

2024

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 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 consists of the news release, which appear immediately

following this page.

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG and UBS AG, News Release, 31 May

2024

Page 1

31 May 2024

Ad hoc announcement pursuant to Article 53 LR.

News Release

UBS completes merger of UBS AG and Credit Suisse AG

Zurich, 31 May 2024 – UBS Group AG announces today

that it has completed the merger of UBS AG and

Credit Suisse AG. The completion of the merger within

the expected timeline was facilitated by the

strong

support from regulators across the globe.

Today,

Credit Suisse AG has been deregistered in the Commercial Register

of the Canton of Zurich and has

ceased to exist as a separate entity. UBS AG has succeeded to all the rights and obligations

of Credit Suisse

AG, including all outstanding Credit Suisse AG debt

instruments.

The merger facilitates the migration of clients

and operations from Credit Suisse to integrated UBS platforms

over time, following business, client- and product-specific

requirements. While clients of Credit Suisse AG

have become clients of UBS AG upon the merger, they will for an interim period

interact with UBS using

existing Credit Suisse platforms and tools, except

as specifically communicated.

UBS Group Chief Executive Officer Sergio P. Ermotti comments: “Today

we have achieved a significant

milestone in our integration journey. The merger of our parent banks is critical to

facilitating the migration of

clients onto UBS platforms. It will also unlock

the next phase of cost, capital, funding

and tax benefits from

the second half of 2024. As we embark on

this transitional phase of operational

consolidation, we will remain

focused on serving our clients, following through on

our strategy, investing in our people, and acting as a

pillar of economic support in the communities

where we live and work.”

The transition to a single US intermediate holding

company is planned for 7 June 2024, with the

merger of

Credit Suisse (Schweiz) AG and UBS Switzerland AG

continued to be expected in the third quarter of

2024,

both subject to remaining regulatory approvals.

UBS Group AG and UBS AG

Investor contact:

Switzerland:

+41-44-234 41 00

Americas:

+1-212-882 57 34

Media contact:

Switzerland:

+41-44-234 85 00

UK:

+44-207-567 47 14

Americas:

+1-212-882 58 58

APAC:

+852-297-1 82 00

www.ubs.com/media

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG and UBS AG, News Release, 31 May

2024

Page 2

Cautionary statement regarding forward-looking statements

This ad hoc announcement contains statements that constitute “forward-looking statements, ”including but not limited to

management’s outlook for UBS’s financial performance, statements relating to the anticipated effect of transactions and

strategic initiatives on UBS’s business and future development and goals or intentions to achieve climate, sustainability and other

social objectives.

While these forward-looking statements represent UBS’s judgments, expectations and objectives concerning

the matters described, a number of risks, uncertainties and other important factors could cause actual developments and results

to differ materially from UBS’s expectations.

UBS’s business and financial performance could be affected by other factors

identified in our past and future filings and reports, including those filed with the SEC.

More detailed information about those

factors is set forth in documents furnished by UBS and filings made by UBS with the SEC, including the Risk Factors filed on

Form 20-F for the UBS Group AG Annual Report for 2023, filed on 28 March 2024.

UBS is not under any obligation to (and

expressly disclaims any obligation to) update or alter its forward-looking statements, whether as a result of new information,

future events, or otherwise.

This

Form

6-K

hereby

incorporated

reference

into

(1)

each

the

registration

statements

Form

F-3 (Registration

Numbers 333-263376, 333-272452

and 333-278934),

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 any of the

foregoing registration statements,

(2) any

outstanding offering

circular or