Annual Report 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
☑
EXCHANGE ACT OF 1934
For the fiscal year ended
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number:
(Jurisdiction of Incorporation or Organization)
,
,
,
,
(Address of Principal Executive Offices)
UBS AG meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K, as applied to annual
reports on Form 20-F, and is therefore filing this Form 20-F with the reduced disclosure format.
,
Telephone:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Please see page 3.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Please see page 3.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Please see page 3.
Annual Report 2025
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of 31 December 2025:
UBS AG
Ordinary shares, par value USD 0.10 per share:
(none of which are treasury shares)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
☑
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
☐
☑
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing requirements for the past 90 days.
☑
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
☑
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an
emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
☑
☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).
☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing.
Annual Report 2025
U.S. GAAP
☐
Standards Board
☑
Other
☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17
☐
Item 18
☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act)
Yes
☐
☑
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
symbol(s)
Name of each
exchange on
which registered
ETRACS Alerian MLP Index ETN Series B due July 18, 2042
AMUB
NYSE Arca
ETRACS Quarterly Pay 1.5x Leveraged MarketVector BDC Liquid Index ETN due June 10,
2050
BDCX
NYSE Arca
ETRACS MarketVector Business Development Companies Liquid Index ETN due April 26,
2041
BDCZ
NYSE Arca
ETRACS Monthly Pay 1.5x Leveraged Closed-End Fund Index ETN due June 10, 2050
CEFD
NYSE Arca
ETRACS Monthly Pay 2xLeveraged US High Dividend Low Volatility ETN Series B due
October 21, 2049
HDLB
NYSE Arca
ETRACS IFED Invest with the Fed TR Index ETN due September 15, 2061
IFED
NYSE Arca
ETRACS 2x Leveraged US Value Factor TR ETN due February 9, 2051
IWDL
NYSE Arca
ETRACS 2x Leveraged US Growth Factor TR ETN due February 9, 2051
IWFL
NYSE Arca
ETRACS 2x Leveraged US Size Factor TR ETN due February 9, 2051
IWML
NYSE Arca
E-TRACS Alerian MLP Infrastructure Index Series B due April 2, 2040
MLPB
NYSE Arca
ETRACS Quarterly Pay 1.5x Leveraged Alerian MLP Index ETN due June 10, 2050
MLPR
NYSE Arca
ETRACS 2x Leveraged MSCI US Momentum Factor TR ETN due February 9, 2051
MTUL
NYSE Arca
ETRACS Monthly Pay 1.5x Leveraged Mortgage REIT ETN due June 10, 2050
MVRL
NYSE Arca
ETRACS Monthly Pay 2xLeveraged Preferred Stock ETN due September 25, 2048
PFFL
NYSE Arca
ETRACS 2x Leveraged MSCI US Quality Factor TR ETN due February 9, 2051
QULL
NYSE Arca
ETRACS 2x Leveraged US Dividend Factor TR ETN due February 9, 2051
SCDL
NYSE Arca
ETRACS Monthly Pay 2xLeveraged US Small Cap High Dividend ETN Series B due
November 10, 2048
SMHB
NYSE Arca
ETRACS CMCI Total Return ETN Series B due April 5, 2038
UCIB
NYSE Arca
ETRACS 2x Leveraged MSCI US Minimum Volatility Factor TR ETN due February 9, 2051
USML
NYSE Arca
ETRACS Gold Shares Covered Call ETN due February 2, 2033
GLDI
NASDAQ
ETRACS Silver Shares Covered Call ETN due April 21, 2033
SLVO
NASDAQ
ETRACS Crude Oil Shares Covered Call ETN due April 24, 2037
USOI
NASDAQ
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Annual Report 2025
Cautionary Statement:
Refer to the
Cautionary Statement Regarding Forward-Looking Statements
Report 2025 (page 265).
Cross-reference table
Set forth below are the respective items of SEC Form 20-F, and the locations in this document where the corresponding
information can be found.
●
Annual Report
●
Supplement
refers to certain supplemental information contained in this forepart of the Form 20-F, starting on page 9
following the cross-reference table.
●
Financial Statements
refers to the consolidated financial statements of UBS AG, contained in the Annual Report.
In the cross-reference table below, page numbers refer either to the Annual Report or the Supplement, as noted.
Please see page 3 of the Annual Report for definitions of terms used in this Form 20-F relating to UBS.
Form 20-F item
Response or location in this filing
Item 1
. Identity of Directors,
Senior Management and
Advisors.
Not applicable.
Item 2
. Offer Statistics and
Expected Timetable.
Not applicable.
Item 3.
B – Capitalization and
Indebtedness.
Not applicable.
C – Reasons for the Offer and
Use of Proceeds.
Not applicable.
D – Risk Factors.
Annual Report,
(24-35).
Item 4
. Information on the Company.
A
– History and Development
of the Company
Not required under the reduced disclosure format.
B – Business Overview.
Annual Report,
Our businesses
C – Organizational Structure.
Not required under the reduced disclosure format.
D – Property, Plant and
Equipment.
Annual Report,
Property, plant and equipment
(251).
Information required by SEC
Regulation S-K Part 1400
Annual Report,
Information required by Subpart 1400 of Regulation S-K
(252-257),
Loss
history statistics
(72-73), and Note 9 to the Financial Statements (
Financial assets at
amortized cost and other positions in scope of expected credit loss measurement)
175).
Item 4A
. Unresolved Staff
Comments.
None.
Item 5
. Operating and Financial Review and Prospects.
A
– Operating Results.
Annual Report,
Financial and operating performance
Statements (
Summary of material accounting policies
) (146-162).
B – Liquidity and Capital
Resources.
Not required under the reduced disclosure format.
C—Research and Development,
Patents and Licenses, etc.
Not required under the reduced disclosure format.
D—Trend Information.
Not required under the reduced disclosure format.
E—Critical Accounting
Estimates
Not applicable.
Item 6.
A
– Directors and Senior
Management.
Not required under the reduced disclosure format.
B – Compensation.
Not required under the reduced disclosure format.
C – Board practices.
1: Annual Report,
Board of Directors
(110-119). The term of office for members of the
Board of Directors and its Chairman expires after completion of the next Annual General
Meeting.
2: Annual Report,
Change of control and defense measures
Financial Statements (
Related parties
) (240-242).
3: Annual Report,
Audit Committee
Compensation Committee
(118), and
Auditors
(129-131).
Annual Report 2025
D—Employees.
Not required under the reduced disclosure format, however, UBS AG provides the
following:
UBS AG consolidated personnel by business division and Group functions
As of
Full-time equivalents
31.12.25
31.12.24
31.12.23
Personnel (full-time equivalents)
61,899
68,982
47,590
Global Wealth Management
26,879
28,052
22,904
Personal & Corporate Banking
9,585
9,548
4,954
Asset Management
2,785
2,904
2,369
Investment Bank
8,457
8,474
6,966
Non-Core and Legacy
349
1,804
53
Group functions
13,843
18,200
10,344
E—Share Ownership.
Not required under the reduced disclosure format.
F—Disclosure of a registrant’s
action to recover erroneously
awarded compensation.
Not applicable.
Item 7.
A—Major Shareholders.
Not required under the reduced disclosure format.
B—Related Party Transactions.
Not required under the reduced disclosure format.
C—Interests of Experts and
Counsel.
Not applicable.
Item 8
. Financial Information.
A—Consolidated Statements
and Other Financial Information.
1, 2, 3, 4: Please see Item 18 of this Form 20-F.
5: Not applicable.
6: Annual Report,
Our businesses
Financial and operating performance
and Note 2b to the Financial Statements (
Segment reporting by geographic location
)
(165).
7: Annual Report, Note 17 to the Financial Statements (
Provisions and contingent
liabilities
) (182-188).
For developments during the year, please see also the note
Provisions and contingent
liabilities
reports for the first, second and third quarters 2025, filed on Forms 6-K dated May 8,
2025, August 5, 2025 and November 4, 2025, respectively. The disclosures in each such
quarterly report speak only as of their respective dates.
8: Annual Report,
(109).
B—Significant Changes.
None.
Item 9
. The Offer and Listing.
A
– Offer and Listing Details.
Not applicable.
B—Plan of Distribution.
Not applicable.
C—Markets.
Cover page (3). UBS AG shares are not listed.
D—Selling Shareholders.
Not applicable.
E—Dilution.
Not applicable.
F—Expenses of the Issue.
Not applicable.
Item 10
. Additional Information.
A—Share Capital.
Not applicable.
B—Memorandum and Articles
of Association.
1: Supplement (10-13).
2: Supplement (10-13).
3: Annual Report,
Share
capital structure
(108-109),
Shareholders' participation rights
(109), and
Elections and terms of office
4: Supplement (10-13).
5: Supplement (10-13).
6: Annual report,
Share
capital structure
(108-109), and
Shareholders’ participation
rights
7: Annual Report,
Change of control and defense measures
8: There is no requirement for UBS AG shareholders to disclose ownership, as UBS AG
shares are not listed.
9: Supplement (10-13) and Annual Report,
Share
capital structure
(108-109),
Shareholders' participation rights
Elections and terms of office
Change of
control and defense measures
10: Supplement (10-13).
Annual Report 2025
C—Material Contracts.
UBS AG entered into a definitive merger agreement with Credit Suisse AG on 7
December 2023, which was filed as Exhibit 4.3 to UBS AG's Annual Report on Form 20-
F for the fiscal year ended December 31, 2023. Also, UBS Switzerland AG and Credit
Suisse (Schweiz) AG entered into a merger agreement on 9 February 2024, which was
filed as Exhibit 4.4 to UBS AG's Annual Report on Form 20-F for the fiscal year ended
December 31, 2023. The mergers described in these agreements were carried out with
some procedural simplifications and without any consideration given that both companies
were, at the time of merger, wholly-owned by the same parent entity. Upon completion
on 31 May 2024 for UBS AG and on 1 July 2024 for UBS Switzerland AG, all assets and
liabilities of Credit Suisse AG and Credit Suisse (Schweiz) AG, respectively, were
transferred automatically to UBS AG and UBS Switzerland AG, respectively.
UBS Americas Inc and Credit Suisse (USA) LLC entered into a merger agreement on 2
February 2026 which became effective on that date. The merger was on a simplified basis
and without any consideration given that both companies were, at the time of merger,
wholly-owned by the same parent entity. Upon the effectiveness of the merger UBS
Americas Inc succeeded to all the assets and liabilities of Credit Suisse (USA) LLC in
accordance with the terms of the merger agreement.
The Asset Transfer Agreement by which certain assets and liabilities of UBS AG were
transferred to UBS Switzerland AG is filed as Exhibit 4.1, and is described in Note 34 to
the Financial Statements (
Supplemental Guarantor Information
) on page 252 of the
Annual Report.
For detailed information regarding material agreements concluded in connection with
litigation, please refer to Exhibits 4.2 and 4.3, the Annual Report, Note 17 to the
Financial Statements (
Provisions and Contingent Liabilities
) (182-188), and to the UBS
AG Annual Report 2024, Note 18 (
Provisions and Contingent Liabilities
) (189-196).
These sections contain information about material agreements executed by the company
or its subsidiaries during litigation matters in the 2025 and 2024 financial years,
respectively, which fall outside the usual business activities.
D—Exchange Controls.
Other than in relation to economic sanctions, there are no restrictions under the Articles
of Association of UBS AG, nor under Swiss law, as presently in force, that limit the right
of non-resident or foreign owners to hold UBS’s securities freely. There are currently no
Swiss foreign exchange controls or other Swiss laws restricting the import or export of
capital by UBS or its subsidiaries, nor restrictions affecting the remittance of dividends,
interest or other payments to non-resident holders of UBS securities. The Swiss federal
government may impose sanctions on particular countries, regimes, organizations or
persons which may create restrictions on exchange of control. A current list, in German,
French and Italian, of such sanctions can be found at www.seco-admin.ch. UBS may also
be subject to sanctions regulations from other jurisdictions where it operates imposing
further restrictions.
E—Taxation.
UBS AG has no shareholders other than UBS Group AG, which is a Swiss company.
F—Dividends and Paying
Agents.
Not applicable.
G—Statement by Experts.
Not applicable.
H—Documents on Display.
UBS files periodic reports and other information with the Securities and Exchange
Commission. You may read and copy any document that we file with the SEC on the
SEC’s website,
www.sec.gov
. Much of this information may also be found on the UBS
website at
www.ubs.com/investors
.
I—Subsidiary Information.
Not applicable.
J—Annual Report to Security
Holders
Not applicable
Item 11
. Quantitative and Qualitative Disclosures About Market Risk.
(a) Quantitative Information
About Market Risk.
Annual Report,
Market risk
(73-80),
Total loss-absorbing capacity
(91-94) and
Currency
Management
(106).
(b) Qualitative Information
About Market Risk.
Annual Report,
Market risk
(73-80),
Total loss-absorbing capacity
(91-94) and
Currency
Management
(106).
(c) Interim Periods.
Not applicable.
Item 12.
A
– Debt Securities
Not applicable.
B – Warrants and Rights
Not applicable.
C – Other Securities
Not applicable.
Annual Report 2025
D – American Depositary Shares
Not applicable.
Item 13
. Defaults, Dividend
Arrearages and Delinquencies.
There has been no material default in respect of any indebtedness of UBS or any of its
significant subsidiaries or any arrearages of dividends or any other material delinquency
not cured within 30 days relating to any preferred stock of UBS AG or any of its
significant subsidiaries.
Item 14.
to the Rights of Security Holders
and Use of Proceeds.
None.
Item 15.
(a)
Disclosure Controls and
Procedures
Annual Report,
US disclosure requirements
(131), and
Exhibit 12 to this Form 20-
F.
(b) Management’s Annual
Report on Internal Control over
Financial Reporting
Annual Report,
Management’s report on internal control over financial reporting
(c) Attestation Report of the
Registered Public Accounting
Firm
Not applicable.
(d) Changes in Internal Control
over Financial Reporting
None.
Item 16A.
Audit Committee
Financial Expert.
Not required under the reduced disclosure format.
Item 16B.
Code of Ethics.
Not required under the reduced disclosure format.
Item 16C.
Principal Accountant
Fees and Services.
Annual Report,
Auditors
None of the non-audit services so disclosed were approved by the Audit Committee
pursuant to paragraph (c) (7)(i)(C) of Rule 2-01 of Regulation S-X.
Item 16D.
Listing Standards for Audit
Committees.
Not applicable.
Item 16E.
Purchases of Equity
Securities by the Issuer and
Affiliated Purchasers.
UBS AG does not have any class of equity securities registered pursuant to Section 12 of
the Exchange Act.
Item 16F.
Changes in
Registrant’s Certifying
Accountant.
Not applicable.
Item 16G.
Corporate
Governance.
UBS AG has debt securities listed on the New York Stock Exchange (NYSE), and
therefore discloses below the key differences from its corporate governance practices to
the NYSE standards relevant to US-listed companies.
Responsibility of the Audit Committee regarding independent auditors
Our Audit Committee is responsible for the compensation, retention and oversight of
independent auditors. It assesses the performance and qualifications of external auditors
and submits proposals for appointment, reappointment or removal of independent
auditors to the BoD. As required by the Swiss Code of Obligations, the BoD submits its
proposals for a shareholder vote at the annual general meeting (AGM). Under NYSE
standards audit committees are responsible for appointing independent auditors.
Discussion of risk assessment and risk management policies by the Risk Committee
As per the Organization Regulations of UBS AG, the Risk Committee, instead of the
Audit Committee, as per NYSE standards, oversees our risk principles and risk capacity
on behalf of the BoD. The Risk Committee is responsible for monitoring our adherence
to those risk principles and monitoring whether business divisions and control units
maintain appropriate systems of risk management and control.
Supervision of the internal audit function
Although under NYSE standards only audit committees supervise internal audit
functions, the Chairman of the BoD (the Chairman) and the Audit Committee share the
supervisory responsibility and authority with respect to the internal audit function.
Responsibility of the Compensation Committee for performance evaluations of senior
management of UBS Group AG
In line with Swiss law, UBS Group AG’s Compensation Committee, together with its
BoD, proposes for shareholder approval at the UBS Group AG AGM the maximum
aggregate amount of compensation for the BoD, the maximum aggregate amount of fixed
compensation for the Group Executive Board (the GEB) and the aggregate amount of
Annual Report 2025
variable compensation for the GEB. As UBS AG’s BoD members are the same as the
UBS Group AG BoD members, this approval by group shareholders is also applicable for
UBS AG. The members of the Compensation Committee are elected by the AGM. Under
NYSE standards it is the responsibility of compensation committees to evaluate senior
management’s performance and to determine and approve, as a committee or together
with the other independent directors, the compensation thereof.
Proxy statement reports of the Audit Committee and the Compensation Committee
NYSE standards require the aforementioned committees to submit their reports directly to
shareholders. However, under Swiss law all reports to shareholders, including those from
the aforementioned committees, are provided to and approved by the BoD, which has
ultimate responsibility to the shareholders.
Shareholder votes on equity compensation plans
NYSE standards require shareholder approval for establishing equity compensation plans
and material revisions thereto. However, as per Swiss law, the BoD approves
compensation plans. Shareholder approval is only mandatory if equity-based
compensation plans require an increase in capital. No shareholder approval is required if
shares for such plans are purchased in the market.
Independence of board members
NYSE standards require a majority of the members of the board of directors of a listed
company to be independent, which includes the requirement not to have been an
employee of the company within the last three years. In contrast, FINMA Circular 2017/1
“Corporate Governance – Banks” requires at least one third of the BoD members to be
independent, which includes the requirement not to have been employed in any other
function within the Group in the two years prior to taking office. Swiss rules also do not
require us to publish the criteria for determining the independence of board members on
our website.
Independence requirements of committee members
NYSE standards require the Audit Committee and the Compensation Committee to be
composed entirely of independent members. However, under Swiss law and regulations
only the majority of the Audit Committee members need to be independent, and there is
no independence requirement for the members of the Compensation Committee.
Item 16H.
Mine Safety
Disclosure.
Not applicable.
Item 16I.
Disclosure Regarding
Foreign Jurisdictions that
Prevent Inspections
Not applicable.
Item 16J.
Insider trading
policies
UBS has
dispositions of its securities by its employees and senior management, implementing
procedures designed to promote compliance with relevant insider trading rules and
regulations:
UBS Group Global Policy on Personal Investment
,
UBS Group Pre-
Clearance and Disclosure Requirements for Group Senior Management
, and
UBS Group
Dealing in UBS Shares and UBS Long Term Debt Securities by UBS
. These are filed as
Exhibits 11.1, 11.2 and 11.3 hereto.
Item 16K.
Cybersecurity.
Annual Report,
Operational risks affect our business
Risk management and
control
Board of Directors
Cybersecurity governance
Executive Board
Item 17.
Financial Statements.
Not applicable.
Item 18.
Annual Report,
Financial statements
(132-248), and
Additional regulatory information
(249-257).
Item 19.
Exhibits
Supplement (14).
Annual Report 2025
Supplemental information
Disclosure Pursuant To Section 219 of the Iran Threat Reduction And Syrian Human Rights Act
Section 219 of the US Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”) added Section 13(r) to the US
Securities Exchange Act of 1934, as amended (the “Exchange Act”) requiring each SEC reporting issuer to disclose in its
annual and, if applicable, quarterly reports whether it or any of its affiliates have knowingly engaged in certain activities,
transactions or dealings relating to Iran or with the Government of Iran or certain designated natural persons or entities
involved in terrorism or the proliferation of weapons of mass destruction during the period covered by the report. The required
disclosure may include reporting of activities not prohibited by US or other law, even if conducted outside the US by non-US
affiliates in compliance with local law. Pursuant to Section 13(r) of the Exchange Act, we note the following for the period
covered by this annual report:
UBS has a Group Sanctions Policy that prohibits transactions involving sanctioned countries, including Iran, and sanctioned
individuals and entities. However, UBS Switzerland AG maintains one account involving the Iranian government under the
auspices of the United Nations in Geneva after agreeing with the Swiss government that it would do so only under certain
conditions. These conditions include that payments involving the account must: (1) be made within Switzerland; (2) be
consistent with paying rent, salaries, telephone and other expenses necessary for its operations in Geneva; and (3) not involve
any Specially Designated Nationals (SDNs) blocked or otherwise restricted under US or Swiss law. In 2025, the gross
revenues for this UN-related account were approximately USD 75,383 (CHF 59,773). We do not allocate expenses to specific
client accounts in a way that enables us to calculate net profits with respect to any individual account. UBS Switzerland AG
intends to continue maintaining this account pursuant to the conditions it has established with the Swiss Government and
consistent with its Group Sanctions Policy.
In connection with former and now-closed trade finance arrangements, UBS Switzerland AG has maintained one existing
account relationship with an Iranian bank. This account was established prior to the US designation of this bank and
maintained due to the existing trade finance arrangements. In 2007, following the designation of the bank pursuant to sanctions
issued by the US, UN and Switzerland, the account was blocked under Swiss law and remained subject to blocking
requirements until January 2016. The blocking requirements under the Swiss law were re-introduced in October 2025
following the re-imposition of UN sanctions. Client assets as of 31 December 2025 were CHF 3,097.40. Gross revenues were
USD 16 equivalent (CHF 13).
In addition to the above, UBS Switzerland AG processed a small number of de minimis payments related to the operation of
Iranian diplomatic missions in Switzerland and related to fees for ministerial government functions such as issuing passports
and visas.
Annual Report 2025
Item 10. Additional Information.
B—Memorandum and Articles of Association.
Please see the Articles of Association of UBS AG (Exhibit 1.1 to this Form 20-F) and the Organization Regulations of UBS
AG (Exhibit 1.2 to this Form 20-F).
Set forth below is a summary of material provisions of the Articles of Association of UBS AG (the “Articles”), Organization
Regulations of UBS AG (the “Organization Regulations”) and relevant Swiss laws, in particular the Swiss Code of
Obligations, relating to the ordinary shares of UBS AG (the “shares”). This description does not purport to be complete and is
qualified in its entirety by references to Swiss law, including Swiss company law, and to the Articles and Organization
Regulations.
The principal legislation under which UBS AG operates, and under which the shares are issued, is the Swiss Code of
Obligations.
The Company
Registration and Business Purpose
UBS AG was incorporated and registered as a corporation limited by shares (
Aktiengesellschaft
) under the laws of Switzerland.
It is entered into the commercial registers of Canton Zurich and Canton Basel-City on February 28, 1978 under the registration
number CHE-101.329.561 and has registered domiciles in Zurich and Basel, Switzerland. The business purpose of UBS AG,
as set forth in article 2 of the Articles, is the operation of a bank, with a scope of operations extending to all types of banking,
financial, advisory, trading and service activities in Switzerland and abroad.
UBS AG may establish branches and
representative offices as well as banks, finance companies and other enterprises of any kind in Switzerland and abroad, hold
equity interests in these companies, and conduct their management. UBS AG is authorized to acquire, mortgage and sell real
estate and building rights in Switzerland and abroad. UBS AG may borrow and invest money on the capital markets. UBS AG
is part of the group of companies controlled by the group parent company UBS Group AG. It may promote the interests of the
group parent company or other group companies. It may provide loans, guarantees and other kinds of financing and security
for group companies. UBS AG is a wholly owned subsidiary of UBS Group AG.
Repurchase of Shares
Swiss law limits a corporation’s ability to hold or repurchase its own shares. UBS AG and its subsidiaries may repurchase
shares only if and to the extent that (i) UBS AG has freely distributable reserves in the amount of the purchase price and (ii)
the aggregate nominal value of all shares held by UBS AG and its subsidiaries does not exceed 10% of UBS AG nominal share
capital (or 20% of UBS AG nominal share capital in specific circumstances). Repurchases for cancellation purposes approved
by the shareholders’ meeting are not subject to the 10% threshold for own shares within the meaning of article 659 paragraph 2
of the Swiss Code of Obligations. UBS AG must record repurchased shares in its standalone financial statements prepared in
accordance with Swiss law as a negative equity item in an amount equal to the purchase price of each repurchased share.
Furthermore, in UBS AG’s consolidated financial statements, own shares are recorded at cost and reported as treasury shares,
resulting in a reduction in total shareholders’ equity. All shares of UBS AG are currently held by UBS Group AG.
Sinking Fund Provisions
There are no provisions in Swiss law or in the Articles requiring us to put resources aside for the exclusive purpose of
redeeming bonds or repurchasing shares.
Duration and Liquidation
UBS AG has an unlimited duration.
Under Swiss law, we may be dissolved at any time by way of liquidation or in the case of a merger in accordance with the
Swiss Federal Act on Merger, Demerger, Transformation of Assets of October 3, 2003, as amended, based on a resolution
passed at a shareholders’ meeting with the approval of at least two-thirds of the votes, and a majority of the aggregate nominal
value of shares, in each case represented at such meeting. As UBS AG is a Swiss bank, the Swiss Financial Market
Supervisory Authority FINMA is the only competent authority to open restructuring or liquidation (bankruptcy) proceedings
with respect to UBS AG.
Under Swiss law, any surplus arising out of a liquidation (after the settlement of all claims of all creditors) must be used first to
repay the nominal share capital of UBS AG. Thereafter, any balance must be distributed to shareholders in proportion to the
paid-up nominal value of shares held.
Independent Auditors
, Aeschengraben 27, 4051
, PCAOB number
, have been appointed as statutory
auditors and as auditors of the consolidated accounts of UBS AG. The auditors are subject to election each year by the
shareholders at the annual general meeting.
Annual Report 2025
Board of Directors
Conflicts of Interests
Swiss law requires directors and members of senior management to inform the Board of Directors (the “BoD”) immediately
and comprehensively of any conflicts of interest affecting them. The BoD then has to take the measures required to safeguard
the interests of the corporation. Directors and officers are personally liable to the corporation for any breach of these
provisions. In addition, Swiss law contains a provision under which payments made to a shareholder, a director, a person
involved in the corporation's management activities and a member of the advisory board or any person associated therewith,
other than at arm’s length, must be repaid to the corporation if they were unduly taken.
In addition, the Organization Regulations provide that the member of the BoD or senior management with a conflict of interest
may participate in discussions but shall abstain from voting on the relevant matter. If the chairperson concludes that the
conflict situation requires stricter measures, the chairperson may additionally exclude the conflicted member from any
discussions on the relevant matter or exclude the conflicted member from any discussions and information on the relevant
matter.
Borrowing Power
Neither Swiss law nor the Articles restrict in any way our power to borrow and raise funds, provided that any such borrowing
is entered into on arms’ length terms.
Listed companies, such as UBS Group AG, may grant loans to members of their BoD based on their articles of association.
UBS Group AG’s articles of association restrict its ability to grant loans to members of its BoD as follows: First, loans to the
independent members of the BoD shall be made in accordance with the customary business and market conditions. Second,
loans to the non-independent members of the BoD shall be made in the ordinary course of business on substantially the same
terms as those granted to UBS employees. Third, the total amount of such loans shall not exceed CHF 20m per member. As all
the members of UBS AG’s BoD are part of UBS Group AG’s BoD, these restrictions are enforced with respect to the UBS
AG’s BoD members even though this provision of Swiss law is not applicable to UBS AG.
BoD Compensation
The BoD is ultimately responsible for approving the compensation strategy and principles proposed by the Compensation
Committee, which determines compensation-related matters in line with the principles set forth in the Articles. As determined
in the Articles and the Organization Regulations, the Compensation Committee supports the BoD with its duties to set
guidelines on compensation and benefits, to oversee implementation thereof, to approve certain compensation and to scrutinize
executive performance. The Compensation Committee’s responsibilities and authorities include (among other things):
●
to propose the remuneration / fee framework for BoD members for approval by the BoD;
●
to approve the total compensation for the Chairman and the non-independent BoD members;
All the members of the BoD and Executive Board of UBS AG are part of the UBS Group AG BoD and Group Executive
Board, respectively, and Compensation Committee membership is the same. For UBS Group AG, the Compensation
Committee’s responsibilities include to propose to the Group BoD, for approval by the general meeting of the shareholders, the
maximum aggregate amount of compensation for the BoD and of fixed compensation for the GEB, and the aggregate amount
of variable compensation for the GEB. In addition, under Swiss law, the maximum aggregate compensation for the BoD and
for the Executive Board of a company with listed shares such as UBS Group AG must be approved by the shareholders.
For the Chairman and Vice Chairman, fees are paid 50% in cash and 50% in UBS Group AG shares, which are blocked for
four years. Other members of the UBS Group AG BoD receive at minimum 50% of their fees in UBS Group AG shares, which
are blocked for four years, and they may elect to receive up to 100% of their fees in blocked UBS Group AG shares. The
number of shares is calculated based on the average closing price of the 10 trading days leading up to and including the grant
date.
Retirement of Board Members
There is no age-limit requirement for retirement of the members of the BoD. The term of office for each BoD member is until
the next annual general meeting of shareholders, and no BoD member may serve for more than 10 consecutive terms of office.
In exceptional circumstances the BoD can extend this limit.
Shares and Shareholders
Shares
The shares are registered shares
(Namenaktien)
securities (
einfache Wertrechte
) (in the sense of the Swiss Code of Obligations) and, in the case of shares registered in the
Corporation’s Swiss register, constitute intermediated securities (
Bucheffekten
) (in the sense of the Swiss Federal
Intermediated Securities Act). The shares are fully paid up, and there is no liability of shareholders to further capital calls by
UBS AG. The shares rank
pari passu
the liquidation proceeds in case of the liquidation of UBS AG, preemptive rights in the event of a share issue (
Bezugsrechte
)
and advance subscription rights in the event of the issuance of equity-linked securities (
Vorwegzeichnungsrechte
).
Annual Report 2025
Net Profits and Dividends
Swiss law requires that at least 5% of the annual net profits of UBS AG must be retained and booked as statutory retained
earnings for so long as these retained earnings, together with the statutory capital reserve, amount to no less than 20% of UBS
AG’s share capital registered in the commercial register. Any remaining net profit may be allocated by the shareholders
represented at the applicable shareholders’ meeting.
Under Swiss law, dividends may be paid by UBS AG only if, based on its audited standalone statements prepared in
accordance with Swiss law, UBS AG has sufficient distributable profits from the previous financial years or sufficient free
reserves to allow the distribution of a dividend. In either event, dividends may be proposed by the BoD and will only be paid
by the corporation after approval by the shareholders’ meeting. UBS AG’s statutory auditors must confirm that any dividend
proposal of the BoD is in accordance with Swiss law and the Articles.
Dividends are usually due and payable after the shareholders’ resolution relating to the allocation of profits has been passed.
Under Swiss law, the statute of limitations in respect of dividend payments is five years (dividends not paid would be allocated
to a special reserve of UBS AG).
Share Register
Swiss law and the Articles require UBS AG to keep a share register in which the name, address and nationality (or registered
office in the case of legal entities) of the owners of the shares are recorded. The main function of the share register is to register
shareholders entitled to vote (and assert or exercise other rights relating to voting rights) and participate in shareholders’
meetings. For such registration, shareholders must confirm that they have acquired UBS Group AG shares in their own name
and for their own account. If the shareholder refuses to make such declaration, the BoD may refuse to allow the shares to be
entered with voting rights.
In order to register shares in UBS AG’s share register, a shareholder must file a share registration form with the share register.
Failing such registration, a shareholder may not vote at or participate in shareholders’ meetings, but will be entitled to receive
dividends and other rights with financial value, such as preemptive rights in the event of a share issue (
Bezugsrechte
) and
advance subscription rights in the event of the issuance of equity-linked securities (
Vorwegzeichnungsrechte
), and its share of
liquidation proceeds. Shareholders registered in our share register may at any time request from us a confirmation of the shares
that they hold according to UBS AG’s share register.
Shareholders’ Meetings
A shareholders’ meeting is convened by the BoD or, if necessary, by the company’s statutory auditors upon notification of the
shareholders at least 20 days prior to such meeting. An invitation to any shareholders’ meeting will be sent to all registered
shareholders in a form that allows proof by text. The Articles do not require a minimum number of shareholders to be present
in order to hold a shareholders’ meeting.
Unless otherwise provided by Swiss law or the Articles (as indicated below), resolutions require the approval of a majority of
the votes represented, excluding blank and invalid ballots, at a shareholders’ meeting in order to be passed.
Under Swiss corporate law (or Swiss banking law, as the case may be), a resolution passed at a shareholders’ meeting with the
approval of at least a two-thirds of the votes, and a majority of the aggregate nominal value of shares, in each case represented
at such meeting is required in order to approve:
●
A change in the corporation’s stated purpose in its articles of association;
●
The consolidation of shares, unless the consent of all the shareholders concerned is required;
●
The restriction or exclusion of preemptive rights in the event of a share issue (
Bezugsrechte
);
●
The conversion of participation certificates into shares;
●
The introduction of shares with preferential voting rights;
●
Any restriction on the transferability of registered shares;
●
Any change in the currency of the share capital;
●
The introduction of a casting vote for the person chairing the shareholders’ meeting;
●
A provision of the articles of association on holding the shareholders’ meeting abroad;
●
The delisting of the equity securities of the corporation;
●
The creation of conditional capital, the introduction of a capital band or, in accordance with Swiss banking law, the
introduction of reserve capital;
●
An increase in share capital in consideration of contributions in kind, or by off-set of a claim, or involving the
granting of special privileges, or from the transformation of reserves into share capital;
●
A change of domicile of the corporation;
●
The introduction of an arbitration clause in the articles of association;
●
Dispensing with the designation of an independent voting representative for conducting a virtual shareholders’
meeting in the case of corporations whose shares are not listed on a stock exchange (e.g., UBS AG); or
●
Dissolution of the corporation.
Annual Report 2025
Under the Articles, a resolution passed at a shareholders’ meeting with the approval of at least two-thirds of the votes
represented at such meeting is required in order to approve:
●
A change to the provisions in the Articles regarding the number of members of the BoD;
●
Removal of one-quarter or more of the members of the BoD; or
●
The deletion or modification of the provision of the Articles establishing these supermajority requirements.
At shareholders’ meetings, a shareholder can be represented by a legal representative or under a written power of attorney by a
proxy who does not need to be a shareholder or, under a written or electronic power of attorney, by the independent proxy.
Preemptive and Advance Subscription Rights
Under Swiss law, any share issue, whether for cash or non-cash consideration or for no consideration, is subject to the prior
approval of the shareholders’ meeting. Existing shareholders of a Swiss corporation have certain preemptive rights in the event
of a share issue (
Bezugsrechte
) and advance subscription rights in the event of the issuance of equity-linked securities
(
Vorwegzeichnungsrechte
) to subscribe for the new shares or equity-linked securities, as the case may be, in proportion to the
nominal amount of shares held. However, the articles of association of the corporation or a resolution approved at a
shareholders’ meeting by at least two-thirds of the votes and a majority of the aggregate nominal value of the shares, in each
case represented at the meeting, may limit or exclude such preemptive or advance subscription rights in certain limited
circumstances.
Notices
Notices to shareholders may be validly given by publication in the Swiss Official Gazette of Commerce or in such other form
that allows proof by text. The BoD may designate further means of publication as well.
Annual Report 2025
Item 19. Exhibits.
Exhibit
number
Description
1.1
. (Incorporated by reference to Form 6-K of UBS AG filed
on May 13, 2024)
1.2
2(b)
Instruments defining the rights of the holders of long-term debt issued by UBS Group AG and its subsidiaries.
We agree to furnish to the SEC upon request, copies of the instruments, including indentures, defining the rights of
the holders of our long-term debt and of our subsidiaries’ long-term debt.
2(d)
Description of securities registered under Section 12 or the Securities Exchange Act of 1934. (Incorporated by
reference to Exhibit 2(d) to UBS AG's Annual Report on Form 20-F for the fiscal year ended December 31, 2024)
4.1
(Incorporated by
reference to Form 6-K of UBS AG filed on June 17, 2015)
4.2
4.3
11.1
11.2
reference to Exhibit 11.2 to UBS AG's Annual Report on Form 20-F for the fiscal year ended December 31, 2024)
11.3
(Incorporated by reference to
Exhibit 11.3 to UBS AG's Annual Report on Form 20-F for the fiscal year ended December 31, 2024)
12
13
15
17
97
(Incorporated by reference to Exhibit 97 to UBS's Annual
Report on Form 20-F for the fiscal year ended December 31, 2023)
101
Interactive Data Files (sections of the Annual Report formatted in inline XBRL (Extensible Business Reporting
Language)). Furnished electronically herewith.
Annual Report 2025
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly
caused the undersigned to sign this annual report on its behalf.
UBS AG
_/s/ Sergio Ermotti _______________
Name: Sergio Ermotti
Title: President of the Executive Board
Name: Todd Tuckner
Title: Chief Financial Officer
Name: Steffen Henrich
Title: Controller
Date: March 9, 2026
Contents
1
Our business model and environment
2
Financial and
operating performance
3
Risk, capital, liquidity and funding,
and balance sheet
4
Corporate governance
5
Financial
statements
6
Additional
regulatory information
A
Appendix
Corporate information
UBS AG
Art. 620ff. of the Swiss Code of Obligations as an Aktiengesellschaft, a
corporation limited by shares. The addresses and telephone numbers of the
two registered offices of UBS AG are: Bahnhofstrasse 45, CH-8001 Zurich,
Switzerland, telephone +41-44-234 11 11; and Aeschenvorstadt 1, CH-4051
Basel, Switzerland, telephone +41-61-288 50 50. The corporate identification
number is CHE-101.329.561. UBS AG is a bank. The company was formed on
29 June 1998, when Union Bank of Switzerland (founded in 1862) and
Swiss Bank Corporation (founded in 1872) merged to form UBS AG.
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 SAR +852-2971-8888
Singapore +65-6495-8000
Investor Relations
UBS’s Investor Relations team manages
relationships with institutional investors,
research analysts and credit rating agencies.
ubs.com/investors
Zurich +41-44-234-4100
New York +1-212-882-5734
Media Relations
UBS’s Media Relations team manages
relationships with global media and
journalists.
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 SAR +852-2971-8200
sh-mediarelations-ap@ubs.com
Office of the Group Company Secretary
The Group Company Secretary handles
inquiries directed to the Chairman or to other
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
Zurich +41-44-235-6652
Shareholder Services
UBS’s Shareholder Services team, a unit
of the Group Company Secretary’s office,
manages relationships with shareholders
and 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
Zurich +41-44-235-6652
US Transfer Agent
For global registered share-related
inquiries in the US.
Computershare Trust Company NA
P.O. Box 43006
Providence, RI, 02940-3006, USA
Shareholder online inquiries:
www.computershare.com/us/
investor-inquiries
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
Corporate calendar UBS AG
Information about future publication dates is available at
ubs.com/global/en/investor-relations/events/calendar.html
Imprint
Publisher: UBS AG, Zurich, Switzerland | ubs.com
Language: English
© UBS 2026. The key symbol and UBS are among the registered and
unregistered trademarks of UBS. All rights reserved.
Annual Report 2025
Our key figures
UBS AG consolidated key figures
As of or for the year ended
USD m, except where indicated
31.12.25
31.12.24
31.12.23
Results
Total revenues
Credit loss expense / (release)
Operating expenses
Operating profit / (loss) before tax
Net profit / (loss) attributable to shareholders
Profitability and growth
1
Return on equity (%)
2
Return on tangible equity (%)
2
Return on common equity tier 1 capital (%)
2
Revenues over leverage ratio denominator, gross (%)
2
Cost / income ratio (%)
2
Net profit growth (%)
2
Resources
1
Total assets
Equity attributable to shareholders
Common equity tier 1 capital
3
Risk-weighted assets
3
Common equity tier 1 capital ratio (%)
3
Going concern capital ratio (%)
3
Total loss-absorbing capacity ratio (%)
3
Leverage ratio denominator
3
Common equity tier 1 leverage ratio (%)
3
Liquidity coverage ratio (%)
4
Net stable funding ratio (%)
Other
Invested assets (USD bn)
2,5
Personnel (full-time equivalents)
1 Refer to the “Targets, capital guidance and ambitions” section of the UBS Group Annual Report 2025, available under “Annual reporting” at ubs.com/investors, for more information about our performance
measurement. 2 Refer to “Alternative performance measures” in the appendix to this report for the relevant definition(s) and calculation method(s). Each alternative performance measure (APM) that qualifies as a
non-GAAP measure as defined by US Securities and Exchange Commission (SEC) regulations is designated as such in the table of APMs in the appendix to this report. 3 Based on the Swiss systemically relevant
bank framework. Refer to the “Capital management” section of this report for more information. 4 The disclosed ratios represent averages for the fourth quarter of each year presented, which were calculated based
on an average of 64 data points in the fourth quarter of 2025, 64 data points in the fourth quarter of 2024 and 63 data points in the fourth quarter of 2023. Refer to the “Liquidity and funding management” section
of this report for more information. 5 Consists of invested assets for Global Wealth Management, Asset Management (including invested assets from associates) and Personal & Corporate Banking. Refer to “Note 30
Invested assets and net new money” in the “Consolidated financial statements” section of this report for more information.
Alternative performance measures
An alternative performance measure (an APM) is a financial measure of historical or future financial performance, financial
position or cash flows other than a financial measure defined or specified in the applicable recognized accounting
standards or in other applicable regulations. We report a number of APMs in the discussion of the financial and operating
performance of UBS AG, our business divisions and Group Items. We use APMs to provide a more complete picture of
our operating performance and to reflect management’s view of the fundamental drivers of our business results. A
definition of each APM, the method used to calculate it and the information content are presented under “Alternative
performance measures” in the appendix to this report. Each APM that qualifies as a non-GAAP measure as defined by
US Securities and Exchange Commission (SEC) regulations is designated as such in the table of APMs in the appendix to
this report.
›
Refer to “Alternative performance measures” in the appendix to this report for additional information
1
Annual Report 2025
Terms used in this report, unless the context requires otherwise
”UBS”, ”UBS Group”, “UBS Group AG consolidated”, “Group” and “the
Group”
UBS Group AG and its consolidated subsidiaries
“UBS AG”, “UBS AG consolidated“, “we”, “us” and “our”
UBS AG and its consolidated subsidiaries
“Credit Suisse AG”
Credit Suisse AG and its consolidated subsidiaries, before the merger
with UBS AG
“Credit Suisse Group” and “Credit Suisse”
Credit Suisse Group AG and its consolidated subsidiaries, before the
acquisition by UBS
“UBS Group AG”
UBS Group AG on a standalone basis
“Credit Suisse Group AG”
Credit Suisse Group AG on a standalone basis, before the merger with
UBS Group AG
“UBS AG standalone”
UBS AG on a standalone basis
“UBS Switzerland AG” and “UBS Switzerland AG standalone»
UBS Switzerland AG on a standalone basis
“UBS Europe SE” and “UBS Europe SE consolidated”
UBS Europe SE and its consolidated subsidiaries
”UBS Europe SE standalone”
UBS Europe SE on a standalone basis
“UBS Americas Holding LLC”
UBS Americas Holding LLC and its consolidated subsidiaries
“1m”
One million, i.e. 1,000,000
“1bn”
One billion, i.e. 1,000,000,000
“1trn”
One trillion, i.e. 1,000,000,000,000
In this report, unless the context requires otherwise, references to any gender shall apply to all genders.
Comparability
Profit and loss and other flow-based information for the years ended 31 December 2025 is based entirely on consolidated
data following the acquisition of the Credit Suisse Group. Comparative information for the year ended 31 December
2024 includes seven months of consolidated data following the merger of UBS AG and Credit Suisse AG (June to
December 2024) and five months of pre-merger UBS AG data only (January to May 2024). Comparative information for
the year ended 31 December 2023 includes pre-merger UBS AG data only.
Balance sheet information as at 31 December 2025 and as at 31 December 2024 includes post-merger consolidated
information. Balance sheet information as at 31 December 2023 reflects pre-merger UBS AG information only.
Annual Report 2025
Our business model and
environment
Management report
Integration of Credit Suisse
On 12 June 2023, UBS Group AG acquired Credit Suisse Group AG, succeeding by operation of Swiss law to all assets
and liabilities of Credit Suisse Group AG.
Since the acquisition, we have significantly simplified our legal entity structure across key jurisdictions, having merged
UBS AG and Credit Suisse AG in May 2024 and having completed the transition to a single US intermediate holding
company and the merger of UBS Switzerland AG and Credit Suisse (Schweiz) AG in July 2024.
In 2025, we merged Credit Suisse Holdings (USA), Inc. with UBS Americas Inc, deregistered Credit Suisse Securities
(USA) LLC as a broker-dealer and established UBS Europe SE as the single EU intermediate parent undertaking. Moreover,
Credit Suisse International transferred substantially all of its residual business and the related products to UBS AG London
Branch and UBS Europe SE.
In the first quarter of 2025, we completed the consolidation of our branch network in Switzerland, having merged 95
branches with existing ones since the merger of UBS Switzerland AG and Credit Suisse (Schweiz) AG.
Throughout 2025, we also continued to make excellent progress with respect to client account migrations and
infrastructure decommissioning. By the end of the fourth quarter of 2025, 85% of Swiss-booked accounts had been
migrated, including substantially all of the targeted Personal & Corporate Banking client accounts. We remain on track
to complete the migrations of the Swiss-booked client accounts by the end of the first quarter of 2026.
In March 2025, we completed the sale of Select Portfolio Servicing, the US mortgage servicing business of Credit Suisse,
which was managed in Non-core and Legacy. We recognized a loss of USD 11m upon the completion of the transaction,
and the completion reduced UBS AG’s RWA by around USD 1.3bn and UBS AG’s leverage ratio denominator by around
USD 1.7bn.
In October 2024, we entered into an agreement to sell to American Express Swiss Holdings GmbH (American Express)
our 50% interest in Swisscard AECS GmbH (Swisscard). At the same time, we entered into an agreement with Swisscard
to transition the Credit Suisse-branded card portfolios to UBS. The purchase of the card portfolios was completed in
January 2025. In January 2026, we completed the sale of our 50% interest in Swisscard to American Express, and we
expect to record a gain on sale in the first quarter of 2026. As previously disclosed, this gain is expected to largely offset
the effects related to the prior Swisscard transactions recorded in the first quarter of 2025 (an expense of USD 180m and
a gain of USD 64m) and the fourth quarter of 2024 (an expense of USD 41m).
›
Refer to “Note 28 Changes in organization and acquisitions and disposals of subsidiaries and businesses” in the “Consolidated
financial statements” section of this report for more information
We expect to substantially complete the integration of Credit Suisse by the end of 2026.
Remediation of Credit Suisse material weaknesses
In March 2023, prior to the acquisition by UBS Group AG, the Credit Suisse Group and Credit Suisse AG disclosed that
their management had identified material weaknesses in internal control over financial reporting as a result of which the
Credit Suisse Group and Credit Suisse AG had concluded that, as of 31 December 2022 and 2021, their internal control
over financial reporting was not effective. Following the acquisition and merger of Credit Suisse Group AG into UBS
Group AG in June 2023, Credit Suisse AG concluded that as of 31 December 2023 its internal control over financial
reporting continued to be ineffective.
Since the Credit Suisse acquisition, UBS has executed a remediation program to address the identified material
weaknesses and has implemented additional controls and procedures.
Annual Report 2025
As of 31 December 2024, management assessed that the changes to internal controls made to address the material
weaknesses relating to the classification and presentation of the consolidated statement of cash flows, as well as
assessment and communication of the severity of deficiencies, were designed and operating effectively. The remaining
material weakness related to the risk assessment of internal controls. During 2024, UBS integrated the Credit Suisse
control framework into the UBS internal control framework and risk assessment and evaluation processes. In addition,
UBS reviewed the processes, systems and internal controls in connection with the integration of Credit Suisse into UBS
and implemented additional processes and controls to reflect the increase in complexity of the accounting and financial
control environment following the acquisition. Management assessed that the risk assessment process was designed
effectively.
However, considering the increased complexity of the internal accounting and control environment, the remaining
migration efforts still underway and limited time to demonstrate operating effectiveness and sustainability of the post-
merger integrated control environment, management concluded that additional evidence of effective operation of the
remediated controls was required to conclude that the risk assessment processes were operating effectively on a
sustainable basis. In light of the above, management concluded that there was a material weakness in internal control
over financial reporting at 31 December 2024.
As of 31 December 2025, UBS AG management has assessed the effectiveness of UBS AG’s risk assessment process and
concluded that changes made to the risk assessment processes were designed and operating effectively, with significant
integration and migration steps completed. UBS AG management has therefore concluded that the risk assessment
material weakness has been remediated.
›
Refer to “Management’s report on internal control over financial reporting” in the “Consolidated financial statements” section of
this report for more information about management’s assessment of internal control over financial reporting as of 31 December
2025 and the remediation of Credit Suisse material weaknesses
Annual Report 2025 |
Our business model and environment | Our businesses 6
Our businesses
We operate through five business divisions: Global Wealth Management, Personal & Corporate Banking, Asset
Management, the Investment Bank and Non-core and Legacy. With significant presences in the largest and fastest-
growing markets, our global reach and the breadth and depth of our expertise are major assets that set us apart from
our competitors. We see collaboration, both within and between business divisions and regions, as key to delivering on
our growth objectives. Our Group functions are support and control functions that provide services to the Group. Virtually
all costs incurred by the Group functions are allocated to the business divisions, leaving a residual amount that we refer
to as Group Items in our segment reporting.
Global Wealth Management
We are the world’s only truly global wealth manager, dedicated to serving high and ultra high net worth individuals, as
well as select institutional clients, through trusted advisor and financial intermediary relationships. Our global reach
combined with local expertise, Chief Investment Office (CIO)-led investment approach, comprehensive solutions platform
and premium brand are key differentiators.
Global Wealth Management is jointly managed by two Co-Presidents and organized into five regional business units
covering the US, Latin America, Asia Pacific, EMEA and Switzerland, as well as capability business units, such as the CIO
and GWM Solutions, and support units. Altogether, these units help to efficiently deliver research and solutions, tied to
the CIO-led value proposition, to our clients – leveraging our global scale and local implementation.
For regional financial reporting purposes, we disclose selected information about the Americas, Asia Pacific, EMEA and
Switzerland regions, and Divisional items.
Our business
We help clients to protect and grow their investments and pursue what matters most to them through advice, expertise,
and tailored solutions.
We offer clients advice on wealth planning to sustainably increase their wealth over the long term through a broad range
of solutions, including discretionary or advisory mandates and investment funds where we have distribution agreements.
These solutions represent a subset of total invested assets of USD 4.8trn. The remaining invested assets represent advisory
assets or assets generating primarily transaction-based and interest income, mainly from trading, cash, deposits and
lending services. With discretionary mandates, clients delegate investment decisions to UBS and benefit from our full
investment capabilities, including portfolio management, instrument selection and access to leading external managers
across traditional, sustainable and alternative asset classes. With advisory mandates, clients make their own investment
decisions, supported by professional advice and portfolio monitoring guided by the
UBS House View
. Our investment
offering covers a broad range of instruments, including cash equities, cash bonds, money market instruments, investment
funds, structured products and alternative solutions that provide access to private markets, hedge funds and real estate
assets. We typically generate recurring net fee income, which is primarily linked to the value of the fee-generating assets.
This fee income includes portfolio management fees, asset-based fund fees, custody fees and administrative fees. We
also generate transaction-based income, which consists primarily of brokerage revenues, trading revenues, foreign
exchange fees and other charges linked to specific client transactions.
›
Refer to “Alternative performance measures” in the appendix to this report for the definition and calculation method of invested
assets, fee-generating assets, net new money and net new assets
›
Refer to “Note 30 Invested assets and net new money” in the “Consolidated financial statements” section of this report for more
information about invested assets and net new money
Beyond our investment solutions, we offer a comprehensive range of banking services, including lending and deposits.
Our lending offering includes securities-based lending, mortgages, structured products and tailored solutions designed
to meet more sophisticated borrowing needs of our clients – including select institutional clients – and their businesses.
As of 31 December 2025, our lending portfolio amounted to USD 329bn globally and generated revenues primarily
through net interest income. In terms of deposits, we provide clients with flexibility and convenient access to their funds.
These deposits, which also contribute to net interest income, totaled USD 479bn globally as of 31 December 2025. Our
broad-based investment and banking solutions help us attract net new money from new and existing clients. This,
combined with dividends and interest, drives net new assets.
Annual Report 2025 |
Our business model and environment | Our businesses 7
Our CIO-led value proposition is designed to identify investment opportunities to protect and grow our clients’ wealth
over the long term, forming the basis of the
UBS House View
. The CIO gathers insights on financial planning,
macroeconomics, multi-asset strategies, stocks, bonds, currencies and commodities, as well as structured, sustainable,
and alternative investments. GWM Solutions brings all UBS products under one umbrella and efficiently and consistently
implements the CIO’s guidance, delivering integrated solutions that put the
UBS House View
We continue to invest in our platforms to enhance the client experience and deliver the full value of our CIO-led approach.
Clients can access research and solutions directly through our digital banking channels, where the
Direct Investment
Insights
discretionary solution,
UBS My Way
to tailor portfolios to their individual preferences and objectives. For those seeking professional guidance while remaining
actively involved in decision-making,
UBS Advice Compass
portfolios in depth and identifying actionable opportunities aligned with the
UBS House View
.
We are embedding advanced artificial intelligence (AI) capabilities across our platforms. AI-powered tools, including
chatbots, intelligent search features and multi-media functionalities, are enhancing both client and advisor experiences
by making the investment insights delivery more efficient and personalized. In addition, we connect clients with cutting-
edge research, innovative solutions and exclusive access to experts in the AI space and beyond, helping them to stay on
top of the latest innovations shaping today’s industries.
Competition
Our main competitors fall into two categories: competitors with a strong position in the Americas but with more limited
global footprints, such as Morgan Stanley, JPMorgan Chase, Bank of America and Wells Fargo, as well as some smaller
firms, such as Raymond James; and competitors with international footprints but with a smaller presence than UBS in
the US, such as Julius Baer, BNP Paribas, Deutsche Bank and HSBC. We also compete with fintech firms in some regions
and products. We have strong positions across all key regions, including the largest wealth region (the US) and the fastest-
growing wealth regions (Asia Pacific, the Middle East and Latin America), as well as the more mature markets in Europe,
including Switzerland. The scale of our global franchise, our bespoke cross-divisional solutions and our premium brand
and reputation differentiate us from our competitors and would be difficult to replicate.
Annual Report 2025 |
Our business model and environment | Our businesses 8
Personal & Corporate Banking
Personal & Corporate Banking is at the core of our operations in Switzerland, the only market in which we operate across
all of our business areas, supporting our clients and the Swiss economy with UBS’s unparallelled global reach and
capabilities.
We are the leading universal bank in Switzerland, and we provide an extensive range of financial products and services to
private, corporate and institutional clients. We are a go-to bank for entrepreneurs in Switzerland, providing comprehensive
support at every stage of the entrepreneurial journey. With our network of around 190 branches and highly qualified client
advisors, complemented by modern digital banking services and customer service centers, we serve more than one-third of
Swiss households and more than 90% of large Swiss companies.
In 2025, UBS was again named Best Bank in Switzerland by
Euromoney
, for the eleventh time since 2012. Our role as a
trusted partner to the Swiss economy remains central to our strategy. This is underpinned by our pledge to remain a reliable
provider of credit to the Swiss economy through a lending volume commitment of around CHF 350bn.
Aligned with the UBS Group’s artificial intelligence (AI) strategy and ambition to become an AI-enabled institution, Personal
& Corporate Banking is embedding AI into its operations to drive innovation and enhance client experience. In addition,
Personal & Corporate Banking is actively shaping the UBS digital assets offering to meet the emerging needs of our clients.
For example, we are developing digital money offerings for corporate clients and exploring access to crypto assets for
individual clients.
Our business
Personal & Corporate Banking is composed of two business areas: Personal Banking and Corporate & Institutional Clients.
In Personal Banking, we provide clients with a comprehensive suite of life-cycle-oriented products and services. Financing
solutions, primarily mortgages, and deposits form the cornerstone of our offering. Additionally, we provide our clients
with access to investment products and pension solutions. Our clients also benefit from further services, such as payment
solutions, card transactions and foreign exchange operations.
In Corporate & Institutional Clients, we serve corporate and institutional clients with a comprehensive suite of solutions
backed by deep expertise. Our financing offering and deposit products are the central pillar of our offering. A second
pillar consists of services related to foreign exchange, payments and trade finance. A third pillar includes additional
services, such as asset custody and the provision of investment fund products.
On an aggregate Personal & Corporate Banking level, net interest income from our financing and deposit offerings is the
primary income contributor, accounting for more than half of total revenues. Transaction-based income generated
through payments, card transactions, trade finance and foreign exchange operations is the second-largest contributor,
making up approximately one quarter of total revenues. Additional revenues are mainly derived from recurring net fee
income linked to our investment products, pension solutions, asset custody services and basic banking offerings.
In Personal & Corporate Banking, we work in close collaboration with other business areas to provide our Swiss clients
seamless access to a broad range of capabilities and global reach. In collaboration with Global Wealth Management, we
deliver leading wealth management services tailored to clients’ individual needs. In partnership with the Investment Bank,
we offer capital market and foreign exchange products, hedging strategies, trading capabilities and corporate finance
advice. Additionally, through our cooperation with Asset Management, we provide comprehensive fund and portfolio
management solutions.
We support our clients in achieving their sustainability goals, as both corporate clients and individuals have been exploring
effective strategies for transitioning to a lower-carbon economy. For example, we have enhanced our Swiss real estate
services to further support clients with renovating and refurbishing their properties to achieve higher energy efficiency
standards. Furthermore, we have introduced CO
2
UBS
key4
portfolios. These innovations mark important steps in helping our clients improve the energy efficiency and long-term
value of their properties.
We consider a strong partner network as essential for UBS’s success in Switzerland, enabling us to serve both corporate
and individual clients holistically through bank-adjacent services. These partnerships not only foster deeper client
relationships, accelerate time to market and offer flexible integration options, but also unlock new market opportunities
and revenue streams.
Our partner network includes collaborations with platforms for start-ups, such as Fasoon, Startups.ch, and NewCo,
enabling us to actively support clients in taking their first entrepreneurial steps. Partnerships aimed at building stronger
relationships with our mortgage clients are another example. Our exclusive partnership with the SMG Swiss Marketplace
Group enables us to support potential property buyers in their journey toward owning a home through our integration
with Switzerland’s largest real estate portals, such as Homegate and Immoscout24.
Annual Report 2025 |
Our business model and environment | Our businesses 9
Competition
In Personal Banking, our main competitors are the Swiss cantonal banks, Raiffeisen, PostFinance and other regional and
local Swiss banks; we also face competition from international neobanks and other national digital market participants.
In the corporate and institutional business, the Swiss cantonal banks and foreign banks are our main competitors. We
also support the international business activities of our Swiss corporate clients through local hubs in New York, Frankfurt,
Singapore and the Hong Kong SAR, where we compete with other foreign banks that have global operations. No other
Swiss bank offers its corporate clients local banking capabilities abroad.
Asset Management
We are a global, large-scale and diversified asset manager offering investment capabilities and strategies to institutions,
wholesale intermediaries and Global Wealth Management clients. With total invested assets of over USD 2trn, we are
one of the leading Europe-based asset managers.
We are focused on meeting the evolving needs of our clients by capitalizing on the products and areas where we have a
differentiated and scalable offering and by enhancing our partnerships with the other business divisions across the Group.
In 2025, we have integrated the breadth of our direct public and private markets capabilities within our Investments area,
enabling us to leverage the best of our expertise and technology within a single platform.
Following this change, Asset Management is organized into four areas: Client Coverage; Investments, Unified Global
Alternatives; and the Chief Operating Officer area.
We cover the main asset management markets globally and have a local presence in 24 locations across four regions: the
Americas; Asia Pacific; EMEA; and Switzerland. We also continue to build on our long-standing presence in China, where
we have enhanced our onshore presence through the ICBC joint venture.
To support sustainable growth across our business, we are transforming our end-to-end platform and embedding artificial
intelligence across our investment, front-to-back and distribution processes to enhance scalability, efficiency and client
outcomes. We also remain focused on capturing structural efficiencies and further sharpening our product offering.
Our business
We are committed to delivering investment excellence and to creating value for our clients that endures through cycles.
We offer a range of investment products and services across all major traditional and alternative asset classes and investing
styles.
We have organized our direct investment capabilities across the following areas.
Active Equities
thematic strategies, as well as high alpha, growth and quantitative styles.
Active Fixed Income
currencies, as well as money market funds. In addition, our Credit Investments Group specializes in syndicated loans,
structured credit and upper-middle-market direct lending.
Active Multi-Asset
including balanced, growth, income, risk-managed and unconstrained strategies, as well as white label solutions.
Partnership Solutions
– we draw on our value chain across the Group to provide customized full-service fiduciary,
investments and proprietary technology solutions and also collaborate with other business divisions to serve the needs of
our clients. For example, our Separately Managed Accounts (SMA) Advantage initiative with Global Wealth Management
in the US continues to gain momentum and reached a record USD 231bn in invested assets at the end of 2025.
Passive
– we continue to build on our position as the largest Europe-based manager of indexed investments and our
expertise in customization. We offer a wide range of indexed strategies across asset classes, along with exchange-traded
funds (ETFs), pooled funds and segregated mandates. In 2025 we expanded our ETF offering with the launch of a new
cost-efficient
Core
range, as well as our first active ETFs, leveraging our active fixed-income capabilities.
Real Assets (including real estate and infrastructure)
– a comprehensive range of global and regional strategies, from core
to value-add and opportunistic.
To capture the growth opportunity in alternatives, and in a transformational move for our clients and our partners, in
2025 we brought together our leading manager selection franchises from across Asset Management and Global Wealth
Management to create our
Unified Global Alternatives (UGA)
business. UGA provides an open architecture platform
offering clients customized solutions across hedge funds, private equity, private credit, real estate, infrastructure and
multi-alternative investment products, as well as access to co-investments and secondary market opportunities for our
more sophisticated clients. With a combined USD 330bn in invested assets, UGA is one of the leading limited partners
globally.
Annual Report 2025 |
Our business model and environment | Our businesses 10
We support our clients’ sustainability objectives with a wide range of products and solutions incorporating a variety of
approaches, including impact- and transition-focused strategies.
We charge management fees on our funds and mandates (as a percentage of invested assets) and, to a lesser extent,
performance fees on our active investment capabilities. Our revenues therefore depend on both total invested assets and
the mix between higher fee strategies, such as active mandates, and lower fee passive strategies.
Competition
Our main competitors are global firms with wide-ranging capabilities and distribution channels, such as AllianceBernstein,
Allianz Asset Management, Amundi, BlackRock, DWS, Franklin Templeton, Invesco, J.P. Morgan Asset Management,
Morgan Stanley Investment Management, Schroders, State Street Global Advisors and T. Rowe Price, as well as firms with
a specific market or asset-class focus.
Investment Bank
The Investment Bank provides services to institutional, corporate, financial sponsor and Global Wealth Management
clients, helping them raise capital, invest and manage risks, while targeting attractive and sustainable risk-adjusted returns
for the Group’s shareholders. Our traditional strengths are in equities, foreign exchange, precious metals, research,
advisory and capital markets, complemented by a focused rates and credit platform. We use our data-driven research
and technology capabilities to help clients adapt to evolving market structures and changes in regulatory, technological,
economic and competitive landscapes.
We aim to deliver market-leading solutions by leveraging our intellectual capital and digital platforms, we work closely
with Global Wealth Management, Personal & Corporate Banking and Asset Management to bring the best of the Group’s
capabilities to our clients. We do so while being disciplined about risk, balance sheet deployment and costs.
Our business is regionally diversified, with a presence in more than 30 countries. We cover the main investment banking
markets globally and have major financial hubs across four regions: the Americas; Asia Pacific; EMEA; and Switzerland.
Our business
The Investment Bank is composed of two business areas, Global Banking and Global Markets, both supported by Global
Research. Our global coverage model utilizes our international industry expertise and product capabilities to meet clients’
emerging needs.
Our Global Banking business area, which consists of Advisory and Global Capital Markets, offers a broad range of
investment banking products and services to our clients. Global Banking advises clients on strategic business
opportunities, such as mergers, acquisitions and related strategic matters, and helps them raise capital, in both public
and private markets, to fund their activities. We position ourselves as trusted advisors via our client coverage and ability
to provide access to the wider suite of UBS’s capabilities. With teams located across the Americas, Asia Pacific, EMEA and
Switzerland regions, our banking coverage offers clients local market expertise coupled with access to a global network.
Global Banking primarily generates fee-based revenues from advisory, origination, deal execution, financing and
underwriting services provided to clients.
Our Global Markets business helps clients engage with international financial markets, providing fast, innovative and
bespoke access to solutions, from market and insight tools to trade strategies and execution. Our capabilities are grouped
into three product verticals: Execution Services, Derivatives & Solutions and Financing. Global Markets enables clients to
buy, sell and finance securities on capital markets worldwide and to manage their risks and liquidity. We distribute, trade,
finance and clear cash equities and equity-linked products, as well as structuring, originating and distributing new equity
and equity-linked issues. From origination and distribution to managing risk and providing liquidity in foreign exchange,
rates, credit and precious metals, we help clients to realize their financial goals. We generate revenue from fees for
trading services (e.g. execution, market making, clearing and providing liquidity) and interest on investment financing.
Our Global Research business delivers data-driven insights to clients across major financial markets and securities
worldwide. With analysts based in more than 20 countries and coverage of over 3,800 stocks in 52 markets, we continue
to strengthen our research capabilities. Our offering includes fundamental coverage across equities, economics and
strategy, as well as market-leading data insights from Quant Research, Evidence Lab and HOLT, which are cornerstones
of the UBS Investment Bank’s data intelligence offering. UBS HOLT maintains a database of over 20,000 company profiles
around the world, providing clients with seamless benchmarking, screening and scoring of companies, eliminating the
need to sift through extensive global accounting data.
The Investment Bank also offers an array of sustainability-focused advice, products, research and events. We help meet
clients’ needs with respect to environmental, social and governance considerations and sustainable finance, helping to
reshape business models and investment opportunities and to develop sustainable finance products and solutions. As
sustainability priorities and other secular themes, such as AI, continue to shape investor preferences, corporate strategy
and actions, we aim to deliver integrated advice that connects these evolving trends to equity stories, financing and
investor engagement.
Annual Report 2025 |
Our business model and environment | Our businesses 11
Our global reach presents a catalyst for continued and future profitable growth. In the Americas, the largest investment
banking fee pool globally, we continue to focus on increasing market share in our core Global Banking and Global
Markets businesses. In Asia Pacific, we plan to capture opportunities arising from expected market internationalization
and growth in China and other markets and to strengthen our presence in the region. In EMEA and Switzerland, we plan
to leverage our strong base and brand recognition to further gain market share.
Our priority is providing high-quality execution and seamless client service, through an integrated, solutions-led approach,
with disciplined growth in the advisory and execution businesses, while accelerating our digital transformation. We seek
to develop new products and solutions consistent with our capital-efficient business model, typically related to new
technologies or changing market standards.
The Investment Bank strives to be the digital investment bank of the future, focused on delivering innovation-led solutions
and efficiencies for our clients. Our digital strategy harnesses technology to provide access to sources of unique, global
liquidity, personalized advice and differentiated content.
Our ambition to be the most client-focused, efficient and data-driven investment bank is being realized through the
simplification of technology architecture, increased speed and quality of delivery and the attraction of best-in-class talent.
As we look forward to the continued evolution of our digital capabilities, we will see increased adoption of technologies,
such as generative AI, to scale efficiency and provide actionable insights into client portfolios.
Our capabilities, core products and services enable us to deliver our strategy to an expanded institutional and corporate
client base. In addition, we are well positioned to serve Global Wealth Management, offering investment banking
capabilities, and to further enhance our connections with wealth management clients. Joint efforts between the
Investment Bank and the other business divisions (for example, our work with Global Wealth Management through GWM
Solutions coverage) and, externally, strategic partnerships (for example, UBS BB jointly with Banco do Brasil, focused on
Latin America) continue to be key strategic priorities. Partnerships with Global Wealth Management and Asset
Management enable us to provide clients with broad access to financing, global capital markets and portfolio solutions.
We expect these initiatives to continue to lead to growth by delivering global products to each region, leveraging our
global connectivity across borders and sharing and strengthening our best client relationships.
Competition
Competing firms operate in many of our markets, but our strategy differentiates us, with our focus on selective leadership
in the areas where we have chosen to compete and a business model that leverages talent and technology rather than
balance sheet. Our main competitors are major global investment banks, including Morgan Stanley, Goldman Sachs,
Bank of America, Barclays, Citigroup, BNP Paribas, Deutsche Bank, Wells Fargo and JPMorgan Chase. In certain products
and regions, we also compete with boutique investment banks and fintech firms.
Non-core and Legacy
The Non-core and Legacy division was formed at the end of the second quarter of 2023 to incorporate selected assets
and liabilities originating from the former Credit Suisse businesses not aligned with our long-term strategic priorities or
risk appetite, including associated financial and non-financial assets, operating expenses, and funding costs. A small part
of the division was made up of positions from UBS’s former Non-core and Legacy Portfolio and some other legacy UBS
assets and liabilities that were assessed as non-strategic in the context of the acquisition of the Credit Suisse Group.
With the aim of exiting its positions over time, the division’s portfolio included the following businesses from the former
Credit Suisse Investment Bank:
–
loans primarily related to corporate clients and emerging markets;
–
the residual securitized products businesses;
–
the macro trading business, including rates and foreign exchange;
–
the legacy life-finance business;
–
the equities portfolio, including the remaining equity swaps, share back-lending positions and legacy structured
renewables-linked positions; and
–
the residual credit business.
Since its inception, Non-core and Legacy has made strong progress in actively reducing its portfolio. In the final year of
integration, we aim to continue to reduce Non-core and Legacy’s operating costs, with a focus on infrastructure
simplification. We also expect to continue to wind down some remaining positions to achieve further reductions in
financial resource consumption. Incremental costs or losses may arise in connection with the reduction of such assets and
liabilities.
Annual Report 2025 |
Our business model and environment | Our businesses 12
Group functions
Our Group functions are support and control functions that provide services to the Group, focusing on operational
effectiveness, risk mitigation and efficiency. The major areas of these functions are Group Services and Group Treasury.
Group Services consists of Group Technology, Group Compliance and Operational Risk Control, Group Finance, Group
Risk Control, Group Human Resources and Corporate Services, Group Corporate Communications and Group Brand &
Marketing, Group Legal, the Group Integration Office, Group Sustainability and Impact, and the Chief Strategy Office.
The vast majority of these support and control functions are fully aligned with, or deliver shared services to, the business
divisions.
Group Treasury manages balance sheet structural risk (e.g. interest rate, structural foreign exchange and collateral risks),
as well as the risks associated with our liquidity, capital and funding portfolios. Group Treasury serves all five business
divisions, and its risk management is integrated into the Group risk governance framework.
Virtually all costs incurred by the Group functions are allocated to the business divisions, leaving a residual amount that
we refer to as Group Items in our segment reporting in accordance with IFRS Accounting Standards. These include costs
or revenues related to certain activities that are retained centrally, such as group hedging and own debt activities in Group
Treasury, as they are not directly related to the business divisions, as well as certain other costs that are mainly related to
deferred tax assets.
Most of the employees in the Group functions are employed by UBS Business Solutions AG. The costs of the Group
functions employees in UBS Business Solutions AG are reflected as compensation expense in UBS Group reporting and
as general and administrative expense in UBS AG reporting.
Annual Report 2025 |
Our business model and environment | Our environment 13
Our environment
Market environment
Global economic developments in 2025
1
The global economy remained resilient in 2025, with growth accelerating to 3.5% from 3.4% in 2024, supported by
heavy investment in artificial intelligence (AI) and healthy demand from consumers across many of the world’s regions
and markets. Worries raised early in the year over the potential for a global trade conflict faded as the US and key trading
partners agreed deals.
US gross domestic product (GDP) grew by 2.2%, moderating after above average growth in 2023 and 2024. Capital
spending on AI accounted for about half of US growth for the year. US consumer spending continued to rise, backed by
increasing real incomes, and in spite of signs of weakness in the labor market.
China’s GDP grew by 5.0%, in line with the 5.0% growth recorded in 2024. This was despite weakness in the property
market and consumer demand. New economic drivers, including investment in AI, advanced manufacturing and
renewables, gained momentum.
The Eurozone’s GDP growth picked up from 0.9% in 2024 to 1.5% in 2025, as the region benefited from an easing of
monetary policy, the improving health of the banking system and rising demand for goods. Swiss GDP grew by 1.2%,
slightly less than 1.4% recorded in 2024. While consumer spending was solid and the Swiss National Bank (the SNB) cut
interest rates to zero, worries over trade relations with the US weighed on business confidence throughout most of the
year, until a trade deal was agreed in November 2025.
Inflation across most major economies continued to normalize. Consumer prices globally increased by 3.3% in 2025,
compared with 5.7% in 2024. The ebbing of inflationary pressure enabled many large central banks to cut interest rates
further. The European Central Bank (the ECB) lowered its deposit rate to 2.0%, down from 3.0% at the start of the year,
as inflation for the Eurozone moved closer to its 2% target. US inflation remained above the Federal Reserve’s 2% target,
averaging 2.7% for the year. But slowing inflation (down from 3.0% in 2024) and a cooling labor market led the Federal
Reserve to reduce interest rates in each of its last three policy meetings in 2025.
Amid interest rate cuts and solid economic growth, most major asset classes delivered strong gains in 2025 across regions.
Global stocks (the MSCI All Country World index) delivered a third straight year of gains in excess of 20%. In the US,
enthusiasm over the outlook for AI contributed to broader gains, with the S&P 500 index delivering a total return of
17.9%, while the equal-weighted S&P 500 index, which dilutes the impact of large technology stocks, gained 11.4%. In
the Eurozone, the MSCI EMU index of stocks returned 24.7%, helped by expectations of a boost to demand after the
German government approved a fiscal expansion. In Asia Pacific, the MSCI China index gained 30.7% and the MSCI
Japan index 24.7%.
The US dollar index (DXY), which tracks the US dollar against six major peer currencies, decreased by 9.4%, its worst year
since 2017. The depreciation of the US dollar was partly driven by the erosion of the US interest rate advantage over its
peers, as the Federal Reserve resumed cutting interest rates later in the year after other large central banks were near or
at the end of their easing cycles.
The combination of falling inflation and central bank interest rate reductions contributed to the best annual returns in
global fixed income since 2020, based on Bloomberg’s Global Bond Aggregate index. Finally, gold delivered a return of
63% in US-dollar terms, its largest gain since 1979, lifted by strong demand as many central banks diversified their
reserves into gold, and strong investment demand supported the price.
Annual Report 2025 |
Our business model and environment | Our environment 14
Economic and market outlook for 2026
1
We expect the economic factors that supported global growth in 2025 to persist through 2026, including continued
investment in AI and generally healthy consumer spending across major regions. Although most major central banks are
unlikely to cut interest rates further, we expect low interest rates to persist throughout the year, providing an economic
tailwind. Fiscal policy also appears set to stimulate growth in several leading economies, including the US, Germany and
Japan. Geopolitical developments have the potential to raise risk premiums, and higher energy prices, if sustained, pose
a potential downside risk to the outlook. While uncertainty is significant, our base case view is that energy prices will not
stay high enough for long enough to materially weaken the global economy. Our base case projection is for only a slight
slowing of global GDP growth in 2026, to a still healthy 3.3%.
We expect US GDP to grow by 2.6%, accelerating from 2.2% in 2025, with fiscal stimulus and the lagged effect of
interest rate cuts offsetting the drag from a weaker labor market. Consumer demand should continue to be underpinned
by solid salary growth and healthy household balance sheets among middle- and upper-income class groups.
For the Eurozone, we expect GDP growth of just over 1% in 2026, down from 1.5% in 2025. Consumer sentiment
remains cautious, higher gas prices could present a headwind, and we expect growth in certain local markets, such as
Spain, to decrease to more normal levels after strong growth in 2025. At the same time, we expect Germany’s fiscal
stimulus and infrastructure spending to provide a boost in 2026. A healthier banking system is now better able to support
lending, and we expect an ongoing recovery in demand for goods, supporting the manufacturing sector in the Eurozone.
We forecast Swiss GDP growth of 1.3%. Although US tariffs and a strong Swiss franc represent headwinds, growth
should pick up in the second half of the year on the back of a rebound in the German economy.
We expect China to deliver GDP growth of 4.5%, with its five-year plan prioritizing technology innovation and industrial
upgrades. The rivalry with the US has the potential to create headwinds, but China’s ongoing focus on domestic upgrades
and supply-chain diversification is expected to help support economic stability, despite external uncertainty.
Regarding inflation, provided energy price rises are not sustained, we expect the global average to slow further to 2.9%
in 2026. In the Eurozone, inflation could fall below the central bank’s target, to average 1.8%, based on our forecasts.
We see consumer prices in Switzerland rising by just 0.3%, after 0.2% in 2025, at the bottom end of the SNB’s target
rate of between 0% and 2%. However, after interest rate cuts in 2024 and 2025, we are not forecasting further easing
from either the ECB or the SNB, although the SNB has signaled its willingness to intervene in currency markets in case of
excess Swiss franc strength. We expect prices to rise by 2.7% in the US, reflecting an unchanged inflation rate from
2025. Although this is above the Federal Reserve’s goal, we expect the US central bank to respond to a subdued labor
market by cutting rates twice in 2026.
A combination of a decent economic backdrop and continued optimism about the potential of AI to boost earnings
should lead to another year of gains for global stocks, in our view, albeit with likely volatility driven by concerns about
geopolitical developments, AI competition and credit risk. We expect earnings per share growth for the MSCI All Country
World index of almost 12% in 2026 to support market upside, despite historically elevated valuations. We also expect
another positive year for fixed income, given solid headline yields and the potential for major benchmark yields to fall
should inflation slow and central bank rates remain low.
1
Annual Report 2025 |
Our business model and environment | Regulation and supervision 15
Regulation and supervision
As a financial services provider based in Switzerland, the UBS Group is subject to consolidated supervision by the Swiss
Financial Market Supervisory Authority (FINMA). The Group’s entities are also regulated and supervised by authorities in
each country where we conduct business. Through UBS AG and
UBS Switzerland AG, which are licensed as banks in
Switzerland, UBS may engage in a full range of financial services activities in Switzerland and abroad, including personal
banking, commercial banking, investment banking and asset management.
UBS is a global systemically important bank (a G-SIB), as designated by the Financial Stability Board, and a systemically
relevant bank (an SRB) in Switzerland. UBS Group entities are subject to stricter regulatory requirements and supervision
than other Swiss banks.
›
Refer to the “Integration of Credit Suisse” section of this report for more information
›
Refer to the “Regulatory and legal developments” and “Risk factors” sections of this report for more information
Regulation and supervision in Switzerland
Supervision
UBS Group AG and its subsidiaries, including UBS AG, are subject to consolidated supervision by FINMA under the Swiss
Banking Act and related ordinances, which impose standards for matters such as capital adequacy and risk diversification
rules, liquidity, internal control systems, business conduct, and corporate governance. FINMA meets its statutory
supervisory responsibilities through licensing, regulation, supervision and enforcement. It is responsible for prudential
supervision. It undertakes direct inspections and mandates audit firms to perform regulatory audits and other supervisory
tasks on its behalf.
Capital adequacy and liquidity regulation
As an internationally active Swiss systemically important bank (an SIB), UBS is subject to capital and total loss-absorbing
capacity (TLAC) requirements at both the Group level, for UBS Group AG, and the parent bank level, for UBS AG, that
are based on both risk-weighted assets and the leverage ratio denominator, and are among the most stringent in the
world. UBS Group AG, UBS AG and UBS Switzerland AG are also subject to liquidity requirements and to minimum long-
term funding requirements for Swiss SIBs.
›
Refer to the “Capital management” section of this report for more information about the Swiss SRB framework and the Swiss
too-big-to-fail (TBTF) requirements
›
Refer to the “Liquidity and funding management” section of this report for more information about liquidity coverage ratio, net
stable funding ratio requirements and the Swiss TBTF liquidity requirements
Regulation and supervision outside Switzerland
Regulation and supervision in the US
In the US, UBS is subject to regulation and supervision by the Board of Governors of the Federal Reserve System (the
Federal Reserve Board) under a number of laws. UBS Group AG and UBS AG are subject to the Bank Holding Company
Act, pursuant to which the Federal Reserve Board has supervisory authority over our US operations.
In addition to being a financial holding company under the Bank Holding Company Act, UBS AG has US branches, which
are authorized and supervised by the Office of the Comptroller of the Currency (the OCC). UBS AG is registered as swap
dealer with the Commodity Futures Trading Commission (the CFTC) and as securities-based swap dealer with the
Securities and Exchange Commission (the SEC).
UBS Americas Holding LLC is the intermediate holding company for our operations in the US outside of the UBS AG
branch network, as required under the Dodd–Frank Act, and is subject to requirements established by the Federal Reserve
Board related to risk-based capital, liquidity, the Comprehensive Capital Analysis and Review (CCAR) stress-testing and
capital planning process, and resolution planning and governance.
UBS Bank USA, a Federal Deposit Insurance Corporation (FDIC)-insured depository institution subsidiary, is licensed and
regulated by state regulators in Utah and is also supervised by the FDIC. It has received conditional approval from the
OCC to convert to a national charter and expects to complete the conversion in 2026. Following conversion, the OCC
will be the primary banking regulator for UBS Bank USA.
UBS Financial Services Inc., UBS Securities LLC, Credit Suisse Securities (USA) LLC and several other US subsidiaries of UBS
are subject to regulation by a number of different government agencies and self-regulatory organizations, including the
SEC, the Financial Industry Regulatory Authority, the CFTC, the Municipal Securities Rulemaking Board and national
securities exchanges, depending on the nature of their business. Certain of our activities in the US are subject to regulation
by the Consumer Financial Protection Bureau.
Regulation and supervision in the UK
Our regulated UK operations are mainly subject to the authority of the Prudential Regulation Authority (the PRA), which
is part of the Bank of England (the BoE), and the Financial Conduct Authority (the FCA). We are also subject to the rules
of the London Stock Exchange and other securities and commodities exchanges of which UBS AG is a member.
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Our business model and environment | Regulation and supervision 16
UBS AG has a UK-registered branch, UBS AG London Branch, which serves as a global booking center for our Investment
Bank. UBS AG also has regulated subsidiaries in the UK that provide asset management services. Credit Suisse
International and Credit Suisse (UK) Limited are authorized and regulated by the FCA and subject to the authority of the
PRA.
Regulation and supervision in Europe
UBS Europe SE, headquartered in Germany, is subject to the direct supervision of the European Central Bank (the ECB),
as well as to conduct, consumer protection and anti-money-laundering-related supervision by the German Federal
Financial Supervisory Authority and by the German Bundesbank. The entity is subject to EU and German laws and
regulations. UBS Europe SE maintains branches in Denmark, France, Ireland, Italy, Luxembourg, the Netherlands, Poland,
Portugal, Spain, Sweden and Switzerland and is subject to conduct supervision by authorities in all those countries.
In Italy, Credit Suisse (Italy) SpA has been integrated into UBS Europe SE and UBS has relinquished the banking license of
Credit Suisse Bank (Europe) SA. In Spain, UBS AG Spain Branch is supervised by the Bank of Spain, the Servicio Ejecutivo
de la Comisión de Prevención del Blanqueo de Capitales and the Comisión Nacional del Mercado de Valores.
Regulation and supervision in Asia Pacific
We operate in numerous locations in Asia Pacific, including Singapore, the Hong Kong SAR, mainland China, Australia
and Japan. The operations in these locations are subject to regulation and supervision by local financial regulators. Our
Asia Pacific regional hubs are in Singapore and the Hong Kong SAR.
In Singapore, UBS AG Singapore Branch and UBS Securities Pte Ltd are supervised by the Monetary Authority of Singapore
and the Singapore Exchange. UBS Asset Management (Singapore) Ltd is supervised by the Monetary Authority of
Singapore.
In the Hong Kong SAR, UBS AG Hong Kong Branch is supervised by the Hong Kong Monetary Authority and the Hong
Kong Securities and Futures Commission. UBS Securities Hong Kong Limited, UBS Securities Asia Limited and UBS Asset
Management (Hong Kong) Limited are supervised by the Hong Kong Securities and Futures Commission. In addition, UBS
Securities Hong Kong Limited is supervised by Hong Kong Exchanges and Clearing Limited.
In mainland China, we have multiple licenses to operate the business lines of UBS AG, and the various entities are subject
to regulation by a number of different government agencies. The People’s Bank of China oversees China’s macro capital
markets policies and ensures coordinated supervisory approaches by the National Financial Regulatory Administration
(the China Banking and Insurance Regulatory Commission until May 2023), the China Securities Regulatory Commission
and a number of exchanges.
In Australia, UBS AG Australia Branch is supervised by the Australian Prudential Regulation Authority, the Australian
Securities and Investments Commission, the Australian Transaction Reports and Analysis Centre, the Reserve Bank of
Australia, and the Australian Securities Exchange. UBS Securities Australia Ltd is supervised by the Australian Securities
and Investments Commission, the Australian Transaction Reports and Analysis Centre and the Australian Securities
Exchange. UBS Asset Management (Australia) Limited is supervised by the Australian Securities and Investments
Commission and the Australian Transaction Reports and Analysis Centre.
In Japan, UBS Securities Japan Co., Ltd. is supervised by the Financial Services Agency and the Japan Exchange Group.
UBS AG Tokyo Branch is supervised by the Financial Services Agency and the Bank of Japan. UBS SuMi TRUST Wealth
Management Co., Ltd. is supervised by the Financial Services Agency and the Japanese Ministry of Finance. UBS Asset
Management (Japan) Ltd and UBS Japan Advisors Inc. are supervised by the Financial Services Agency.
Financial crime prevention
Combating money laundering and terrorist financing has been a major focus of many governments in recent years. Laws
and regulations require effective policies, procedures and controls to detect, prevent and report money laundering and
terrorist financing, and the verification of client identities.
In Switzerland, the introduction of a transparency register will further strengthen the anti-money laundering (AML)
framework through increased ownership and control information. At EU level, the AML reform package, including the
Regulation establishing the EU Anti-Money-Laundering Authority, is aimed at strengthening EU-wide AML rules, including
by harmonizing requirements across EU Member States and imposing stricter due diligence obligations. The US AML
regulation is in an active implementation phase, with the Anti-Money-Laundering Act of 2020 driving expanded risk-
based obligations, enhanced information sharing and the rollout of new requirements that have not yet been codified.
At the same time, regulators are increasing supervisory scrutiny and enforcement expectations, emphasizing effectiveness,
data quality and the accountability of senior management rather than mere technical compliance.
Failure to introduce and maintain adequate programs to prevent money laundering and terrorist financing can result in
significant legal and reputational risk and fines.
We are also subject to laws and regulations prohibiting corrupt or illegal payments to government officials and other
persons, including the US Foreign Corrupt Practices Act and the UK Bribery Act. We maintain policies, procedures and
internal controls intended to comply with those regulations.
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Refer to “Non-financial risk” in the “Risk management and control” section of this report for more information
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Our business model and environment | Regulation and supervision 17
Data protection
We are subject to regulations concerning the use and protection of customer, employee and other personal and
confidential information. This includes provisions under Swiss law, the EU General Data Protection Regulation (the GDPR),
US laws and laws of other jurisdictions.
In 2025, data protection developments were dominated by new artificial intelligence (AI) rules (including the first
enforcement of the EU Artificial Intelligence Act), tighter scrutiny of cross-border data transfers, and the continued spread
and toughening of privacy laws, and enforcement globally. As UBS AG is a global bank, these translate into strategic
themes around AI and data governance, cross-border data and cloud risk, regulatory fragmentation and rising
expectations for data sharing, transparency and customer control.
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Refer to the “Risk factors” section of this report for more information about regulatory change
Recovery and resolution
The existing Swiss regulations require each SRB to establish an emergency plan to maintain systemically important
functions in case of impending insolvency. In response to these Swiss requirements and similar ones in other jurisdictions,
UBS has developed the Global Recovery Plan (the GRP), the Global Resolution and Restructuring Strategy and the Swiss
Emergency Plan (the SEP), as well as other local recovery and resolution plans for its key regions (to the extent required).
The plans describe how to restructure and / or wind down businesses if the Group could not otherwise be stabilized.
FINMA evaluates the recovery and resolution plans of Swiss SRBs on a regular basis. Similarly, the local recovery and
resolution plans are evaluated by the respective local authorities.
Global Recovery Plan
The GRP sets forth measures to restore financial strength if UBS comes under severe capital or liquidity stress. Its objective
is to sustainably stabilize the Group in case of a crisis without government intervention. Quantitative and qualitative
triggers are monitored and are subject to predefined governance and escalation processes. Recovery options are linked
to owners and checklists, with the objectives of preserving capital, raising capital or liquidity, or disposing of or winding
down businesses. In September 2025, FINMA announced that a full assessment of UBS’s recovery plan was not possible,
due to the ongoing integration of Credit Suisse into UBS and the resulting rapid pace of change. UBS submitted an
updated GRP in summer 2025, which is currently under review by FINMA.
Global Resolution and Restructuring Strategy
FINMA produces a global resolution plan for UBS setting out measures that FINMA can take to resolve UBS in an orderly
manner. FINMA’s preferred strategy for UBS is a single point of entry (SPE) strategy involving write-down of the Group’s
remaining equity and additional tier 1 (AT1) and tier 2 instruments, conversion of senior unsecured bonds of
UBS Group AG to equity, if required, and an internal recapitalization of undercapitalized subsidiaries to shift losses to
UBS Group AG. Post-resolution restructuring measures could include disposals and / or wind-down of businesses and
disposals of assets. Over the years, UBS made structural, financial and operational changes to facilitate these measures
and is confident that a resolution of the Group is operationally executable and legally enforceable. FINMA’s September
2025 resolution report on UBS confirms that a bail in remains operationally executable for UBS, and an SPE resolution
strategy remains the preferred strategy for UBS.
Alternative Resolution Strategy
Following the Credit Suisse crisis, related parliamentary investigations and lessons learned, FINMA determined that UBS’s
resolution planning must be further developed to increase the number of options available to FINMA in case of a
resolution. These additional options, which will be documented in the Alternative Resolution Strategy going forward,
should include a forced sale of the Group in its entirety and a solvent market exit (either via disposal or wind-down or a
combination of both). In case of an insolvency threat, the additional resolution options would allow the authorities to
choose the approach with the best prospect of safeguarding financial stability internationally and maintaining systemically
important functions in Switzerland, without having recourse to taxpayers’ money. Initial concepts for the Alternative
Resolution Strategy were developed by UBS and are under review by FINMA; however, their implementation is subject to
the ongoing legislative change process.
Swiss Emergency Plan
The SEP demonstrates how UBS’s systemically important functions and critical operations in Switzerland can continue if
the UBS Group cannot be restructured. This is achieved mainly by operating these functions in a separate legal entity,
UBS Switzerland AG, and by ensuring its financial and operational self-sufficiency to enable its continued operation
throughout a crisis. Although UBS’s SEP was deemed largely compliant with current regulatory requirements, FINMA has
determined that it will need to be integrated into the new Alternative Resolution Strategy going forward (which, in turn,
is subject to the ongoing legislative change process as noted under “Alternative Resolution Strategy” above).
Other local recovery and resolution plans
The US resolution plan sets out the steps that could be taken to resolve the US intermediate holding company, UBS
Americas Holding LLC, and its subsidiaries if it suffered material financial distress and UBS Group was unable or unwilling
to provide financial support. As required by US regulations, UBS’s US plan contemplates that UBS Americas Holding LLC
will commence US bankruptcy proceedings. Prior to this, the plan envisages UBS Americas Holding LLC downstreaming
financial resources to its respective subsidiaries to facilitate an orderly wind-down or disposal of businesses. UBS filed its
updated US resolution plan in October 2025.
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Our business model and environment | Regulation and supervision 18
UBS Europe SE updates a local recovery plan annually based on ECB requirements as well as resolution planning
information and capabilities based on Single Resolution Board requirements. On the basis of such information, the
Internal Resolution Team, composed of members of the Single Resolution Board, produces a resolution plan for
UBS Europe SE.
Other local recovery and resolution planning is in place for various UBS AG entities and jurisdictions.
Crisis management framework
The UBS Group’s crisis management framework assigns responsibility and actions depending on the nature of the stress
incident and the scale of the response needed. As such, it connects the recovery and resolution planning with the earlier
stages of crisis planning.
–
For incident, risk and crisis management, the Group Crisis Task Force works with incident management teams that
provide monitoring and early-warning indicators at the local / regional level, without needing to activate protocols at
the Group level. If a local response is insufficient, global task forces and crisis management teams provide decision-
making guidance and coordination, including crisis management plans, protocols and playbooks, and contingency
funding plans.
–
The Group Executive Board (the GEB) and the Board of Directors (the BoD) would evaluate and decide upon the need
to activate the GRP if a stress event has reached a severity requiring activation based on the GRP’s recovery risk
indicators.
–
FINMA has the authority to determine whether the point of non-viability, as defined by Swiss law, has been reached
and, as part of the Global Resolution and Restructuring Plan for UBS, has the power to order the bail in of creditors to
recapitalize and stabilize the Group, limit payments of dividends and interest, alter the legal structure of the Group,
take actions to reduce business risk, and order a restructuring of the Group.
Regulatory trends
The regulatory environment continues to evolve, with some policymakers aiming to simplify and / or reduce regulatory
constraints, while others remain focused on addressing vulnerabilities revealed by the March 2023 banking turmoil. In
Switzerland, for example, authorities are advancing reforms to the TBTF regime aimed at further strengthening financial
stability. Following the consultations on stricter capital and liquidity requirements, the focus is now shifting to
implementation through legislation and ordinances. This includes finalizing the Capital Adequacy Ordinance and foreign
subsidiary capital rules, as well as advancing consultation drafts on other regulatory areas, such as enhanced governance
and strengthened recovery and resolution planning.
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Our business model and environment | Regulation and supervision 19
In contrast, other major jurisdictions, such as the EU, the UK and the US, are increasingly shifting their policy and
regulatory approaches toward promoting a pro-growth and competitiveness agenda. The US administration’s
deregulatory stance has prompted reviews of supervisory standards for banks and caused delays in major regulatory
initiatives, including the implementation of Basel III, while the EU and the UK have postponed or streamlined regulatory
initiatives to reduce administrative burdens on companies and mobilize private capital. These divergent approaches are
contributing to concerns over regulatory fragmentation, with differences in timelines and content posing challenges for
globally active banks.
Digitalization and digital asset regulations continue to progress, with global policy responses adapting to rapid technical
developments. The EU Markets in Crypto-Assets Act and the US GENIUS Act are establishing new frameworks for
stablecoins and digital assets, and Switzerland is consulting on new stablecoin and crypto service provider licenses. The
Basel Committee on Banking Supervision (the BCBS) announced a targeted review of its prudential standards for banks’
crypto asset exposures. AI has also attracted heightened supervisory and regulatory attention, with the EU’s expansive AI
Act entering into force, while other jurisdictions opt for sector-specific or incremental approaches. However, as an
expression of strategic technology competition, the focus in many countries has shifted from strict safety to supporting
responsible AI innovation. Cybersecurity and third-party risk management concerns also remain prominent, with
expanded incident reporting and critical third-party regimes under development in many jurisdictions. At the international
level, the BCBS has approved its final principles for the sound management of third-party risk, and the Financial Stability
Board has finalized the common Format for Incident Reporting Exchange.
Sustainable finance was marked by important revisions of regulations in certain jurisdictions, driven by competitiveness
and growth considerations, but with very different approaches leading to further fragmentation. The EU is seeking to
simplify and refine its framework to reduce the regulatory and reporting burden on businesses, while the US is pursuing
a path of deregulation. In this context, Switzerland has paused its work on sustainability reporting and sustainability due
diligence pending the finalization of the EU review, while the UK is cautiously developing its own framework with a focus
on international alignment and interoperability. In contrast, with the growing frequency of climate-related disasters,
supervisory attention to improve the management of climate and nature-related financial risks continues to increase,
especially in Europe. In addition, nature-related topics, transition finance and carbon markets are increasingly gaining
policy traction globally, with significant efforts underway to support their global convergence through standardized
frameworks and regulations.
Financial stability risks in the non-bank financial intermediation (NBFI) sector are an increasing concern, with global work
aiming to improve NBFI data availability to make risk assessments more credible, starting with initial work in the areas of
leverage and private credit, due to their high expected materiality with regard to financial stability. In the UK, a system-
wide stress test has been launched to further assess the systemic risk, mainly by private markets, in the event of stress.
Anti-money-laundering reforms in Switzerland will impact our due diligence processes, while the global sanctions
environment remains complex, including the continued implementation of additional sanctions measures against Russia
by the EU, the US and Switzerland. In addition, market structure reforms, such as shortening the standard settlement
cycle for financial trades to one business day after the trade date (T+1), from two business days after the trade date (T+2),
are progressing in Europe.
Looking ahead to an environment marked by geopolitical uncertainties, shifting global dynamics and the risk of increasing
regulatory fragmentation, we are convinced that our prudent adaptations in a dynamic environment and our diversified
business model put us in a solid position to absorb upcoming changes to the regulatory framework.
›
Refer to the “Regulatory and legal developments” section of this report for more information
Regulatory and legal developments
Developments in Switzerland
In June 2025, the Swiss Federal Council published regulatory proposals that aim to further strengthen banking stability
in Switzerland. Proposed measures to be submitted to the Swiss Parliament for enactment would exclude from common
equity tier 1 (CET1) capital investments in foreign subsidiaries of systemically important banks (SIBs), include additional
requirements for the recovery and resolution of SIBs, add measures to increase the potential for obtaining liquidity via
the Swiss National Bank (the SNB), introduce a Senior Managers Regime for banks, and provide additional powers for the
Swiss Financial Market Supervisory Authority (FINMA).
Proposed measures at the ordinance level would exclude capitalized software and deferred tax assets (DTAs) on temporary
differences from CET1 capital, add stricter requirements for prudential valuation adjustments (PVAs) of assets and
liabilities, require suspension of interest payments for additional tier 1 (AT1) capital instruments in the event of a
cumulative loss over four quarters, and introduce measures that aim to enable FINMA and other authorities to better
assess the situation of banks in a liquidity crisis. The Swiss Federal Council has proceeded towards implementation of
these recommendations through several legislative and regulatory packages.
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Our business model and environment | Regulatory and legal developments 20
A public consultation on proposed measures at the ordinance level ended in September 2025. The Swiss Federal Council
is expected to publish final amendments to the ordinance in the first half of 2026, with entry into force not expected
before January 2027.
A separate public consultation on proposed legislative amendments to capital requirements related to foreign subsidiaries
ended in January 2026. The proposed changes would require the deduction of investments in foreign subsidiaries of SIBs
from CET1 capital. The proposal states that the amendments would enter into force in 2028, at the earliest, starting with
a 65% deduction requirement in the first year and increasing to 100% by 5-percentage-point increments each year over
seven years. The Swiss Federal Council is expected to submit its proposal to the Swiss Parliament in the first half of 2026.
The Swiss Federal Council is also expected to launch consultations on additional legislative measures in the summer of
2026, including incremental requirements for the recovery and resolution plans of SIBs, measures aimed at increasing
the potential for obtaining liquidity via the SNB, the introduction of an enhanced accountability framework for senior
managers of banks, and the provision of additional powers for FINMA. Following the consultation, these measures are
expected to be submitted to the Parliament in the first half of 2027, with entry into force expected in 2028 or 2029. In
addition, a public consultation on amendments to the Liquidity Ordinance is expected to be launched in the summer of
2026. The proposals are expected to set minimum requirements for maintaining borrowing capacity for emergency
liquidity assistance.
Estimated incremental capital from proposed changes to the capital framework
We currently estimate that UBS AG would be required to hold additional CET1 capital of around USD 22bn if all capital
measures were implemented as proposed by the Swiss Federal Council. This estimate includes around USD 20bn related
to the full deduction of UBS AG’s investments in foreign subsidiaries, of which approximately USD 6bn would be required
at the start of the proposed phase-in period, and around USD 3bn from the potential deduction of DTAs on temporary
differences, capitalized software and PVAs.
The incremental CET1 capital of USD 22bn at UBS AG would increase UBS Group AG’s CET1 capital ratio to around
18.5%, calculated from its target ratio of around 14%. The proposed measures related to DTAs on temporary differences,
capitalized software and PVAs would eliminate around USD 11bn of net CET1 capital at UBS Group AG, which, as a result
of this elimination, would reduce the estimated CET1 capital ratio for the Group from 18.5% to 16.5%.
This current estimated incremental capital of USD 22bn resulting from the proposed changes in Swiss capital requirements
would be on top of the additional capital UBS is required to hold as a result of the acquisition of the Credit Suisse Group.
This includes around USD 9bn to remove the regulatory concessions granted to Credit Suisse and around USD 6bn to
meet the progressive add-on due to the increased leverage ratio denominator (LRD) and higher market share of the
combined business. The phase-in of the capital requirements relating to the increases in LRD and market share
commenced on 1 January 2026 and will be completed by 1 January 2030.
Altogether, if the proposed changes by the Swiss Federal Council were adopted as proposed, UBS would be required to
hold around USD 37bn in additional CET1 capital.
These estimates have been calculated based on our balance sheet at 31 December 2025, assume that all capital measures
are adopted as currently proposed and use an assumed CET1 capital ratio of 12.5% for UBS AG, the lower end of our
target range of 12.5–13.0%, and 14.0% for UBS Group overall. The estimates also reflect capital repatriations of USD 3bn
from UK subsidiaries planned for 2026.
The estimate of UBS AG‘s incremental capital requirements at 31 December 2025 is around USD 2bn lower than the
estimate of USD 24bn we published on 6 June 2025 in response to the Swiss Federal Council proposal, which was based
on our first quarter 2025 balance sheet, (and USD 4bn lower than the estimate of USD 26bn based on UBS AG’s target
capital ratio of 12.5%). The reduction primarily results from accelerated repatriation of capital from UBS AG subsidiaries
enabled by the rapid wind-down of Non-core and Legacy, timely and successful execution of our integration plans, and,
in the case of the US, improving profitability expectations and improvements in our most recent Internal Capital Adequacy
Assessment Process (ICAAP) and Dodd-Frank Act Stress Test (DFAST) results.
UBS AG’s CET1 capital ratio of 14.2% at 31 December 2025 reflects these accelerated capital repatriations. As previously
communicated, we expect UBS AG’s CET1 capital ratio to remain above our target levels in the near term, mainly due to
leverage ratio considerations driven by the weakening of the US dollar.
UBS’s position
UBS has submitted responses to the consultations on the proposed measures at the ordinance level and on legislative
amendments. UBS overall supports the Swiss Federal Council's objective of drawing lessons from the Credit Suisse crisis
and strengthening the regulatory framework with targeted, proportionate and internationally aligned measures.
However, the proposed full deduction of foreign subsidiaries from CET1 capital clearly does not meet these criteria and
is excessive. In addition, UBS has outlined that the proposed regulatory treatment of capitalized software, DTAs on
temporary differences and PVAs is a combination of the maximum requirements of various jurisdictions and does not
give due consideration to the ultimate impact of the overall package, comparisons to the capital regimes in peer countries
or the cost of such extreme measures. Switzerland already has one of the strictest regulatory capital regimes, with
substantial progressive capital surcharges and a conservative and early implementation of the final Basel III rules. The
Swiss Federal Council’s proposals would significantly increase the requirements and would contrast sharply with
developments across Europe, and in the US, which have proposed, or are expected to implement, less restrictive capital
regimes.
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Our business model and environment | Regulatory and legal developments 21
FINMA resolution report on UBS
In September 2025, FINMA published its 2025 resolution report on UBS related to the 2024 fiscal year. FINMA concluded
that UBS remains resolvable under UBS’s existing preferred resolution strategy, which includes a recapitalization via a
bail-in at the Group holding company level.
›
Refer to “Recovery and resolution” in the “Regulation and supervision” section of this report for more information
Developments related to the implementation of the final Basel III standards
In Switzerland, the amendments to the Capital Adequacy Ordinance (the CAO) that incorporate the final Basel III
standards into Swiss law entered into force on 1 January 2025. The adoption of the final Basel III standards led to a similar
impact on UBS AG consolidated as on UBS Group, with an USD 8.6bn reduction in UBS AG’s RWA. A USD 6.5bn increase
in market risk RWA resulting from the implementation of the Fundamental Review of the Trading Book (the FRTB)
framework was more than offset by a USD 9.0bn reduction in operational risk RWA and a USD 6.1bn reduction in credit
and counterparty credit risk RWA. The output floor, which is being phased in until 2028, is currently not binding for the
UBS AG. The final Basel III implementation in Switzerland had a cumulative net impact on UBS AG of adding around
USD 60bn of RWA since UBS started preparing for its adoption with a series of model updates and methodology changes
over the last ten years.
In January 2026, the Prudential Regulation Authority (the PRA) published its final policy statements implementing the
Basel 3.1 standards in the UK. Implementation remains set for 1 January 2027, with full phase-in by 1 January 2030,
except for the implementation of the internal model approach for market risk (the FRTB Internal Model Approach), which
has been postponed to 1 January 2028. The FRTB regulation for standardized and advanced standardized approaches
will apply from 1 January 2027. The impact of the UK Basel 3.1 regulations on UBS is expected to be immaterial.
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Our business model and environment | Regulatory and legal developments 22
In the EU, the final Basel III requirements became applicable as of 1 January 2025, except for the FRTB regulation, the
implementation of which has been delayed until 1 January 2027, as confirmed by the European Commission (the EC) in
September 2025. In addition, the EC conducted a public consultation, concluded in January 2026, on policy options to
temporarily mitigate negative impacts stemming from the absence of a level playing field with regard to the
implementation of FRTB rules. UBS Europe SE is subject to Basel III regulations in the EU. The impact on UBS can only be
determined once the EC publishes its final decision.
In the US, banking agencies, including the Federal Reserve Board, have been discussing amendments to their original
proposals regarding the implementation of the final Basel III standards. We expect that a re-proposal will be issued in the
first half of 2026. UBS Americas Holding LLC is subject to the US requirements. The impact on UBS can only be determined
once the US publishes its final rules.
US supervisory changes
In August 2025, the Federal Reserve Board reduced the stress capital buffer (the SCB) of UBS Americas Holding LLC, our
US-based intermediate holding company, to 5.2%, from 9.3%, applicable from 1 October 2025 under the Federal
Reserve Board’s SCB rule, resulting in a total CET1 capital requirement of 9.7%. The SCB for UBS Americas Holding LLC
is derived from the results of the Federal Reserve Board’s 2025 DFAST released in June 2025.
Earlier in 2025, the Federal Reserve Board proposed measures to reduce the volatility of the SCB requirements by
averaging the capital stress test results from the past two years, with the aim of making capital planning more predictable
for banks. In addition, the Federal Reserve Board proposed moving the effective date for the annual SCB updates from
1 October to 1 January to allow more time to meet the new requirements. We expect the final rules to be published in
the first half of 2026.
US federal banking agencies have undertaken several initiatives to reform supervisory standards with the stated objective
of prioritizing material financial risks. In October 2025, the Federal Deposit Insurance Corporation (the FDIC) and the
Office of the Comptroller of the Currency (the OCC) issued two proposals. The first proposal aims to clarify supervisory
standards regarding the circumstances under which a deficiency would rise to the level of a supervisory finding or
enforcement action. The second proposal would prohibit examiners from criticizing or taking adverse action on the basis
of reputational risk. In November 2025, the Federal Reserve Board released a statement of supervisory operating principles
that outlines objectives for supervision, expressing its focus on material financial risks over process-based concerns. The
Federal Reserve Board has also finalized a rule to amend its supervisory rating framework for large bank holding
companies. Under the rule, which became effective on 16 January 2026, the Federal Reserve Board will take a more
holistic approach in determining whether it considers covered companies to be well managed. The impact of these will
depend on the implementation by examination staff at these agencies.
In addition, in August 2025, a presidential executive order directed the US federal banking agencies to identify supervised
institutions that have previously engaged or are currently engaged in “politicized or unlawful debanking”, which the
order defined as restrictions on access to financial services based on a customer’s political or religious beliefs or lawful
business activities. In December 2025, the OCC released preliminary findings from its supervisory review of debanking
activities at the nine largest national banks that it supervises. The OCC determined that the banks had policies or practices
that limited access to banking services for certain customers and has recommended documentation of individualized,
objective, risk-based analyses for any decision to restrict access to banking services. The full impact of this issue will be
dependent on the outcome of ongoing debanking reviews of the OCC and other federal banking agencies.
In January 2026, the OCC issued a conditional approval for UBS Bank USA’s application to become a national bank.
Developments related to environmental, social and governance matters, and sustainable finance
Developments in the EU to simplify regulations regarding environmental, social and governance matters
In February 2025, the EC published proposals to simplify the requirements of the Corporate Sustainability Reporting
Directive (the CSRD), the reporting requirements under the Taxonomy Regulation and the Corporate Sustainability Due
Diligence Directive (the CSDDD), with a view to reducing the reporting and regulatory burden, in particular for small and
medium-sized enterprises, and to enhancing the EU’s competitiveness. In April 2025, EU legislators approved the
directive, delaying certain application dates of the CSRD and the CSDDD, with that directive entering into force on
17 April 2025.
In July 2025, the EC adopted amendments to the European Sustainability Reporting Standards (the ESRS) to allow wave
one companies subject to CSRD reporting to omit certain of the ESRS disclosures for the 2025 and 2026 financial years.
Also in July 2025, the EC adopted final measures to simplify the disclosure requirements under Art. 8 of the EU Taxonomy
Regulation.
In July 2025, Germany’s Federal Ministry of Justice and Consumer Protection published a new draft bill to implement the
CSRD. While legislative steps were taken, full enactment before 31 December 2025, for application to the 2025 financial
year, has not taken place. As a result, CSRD reporting was not made mandatory in Germany for the 2025 financial year
for large companies that are subject to wave one reporting requirements of the CSRD, which would have included
UBS AG (having selected Germany as its EU home member state under the EU Transparency directive).
Annual Report 2025 |
Our business model and environment | Regulatory and legal developments 23
In December 2025, EU legislators reached a final agreement on proposals to simplify the requirements of the CSRD and
the CSDDD. The agreement provides for a significantly reduced scope of application of both the CSRD and the CSDDD,
while maintaining their extra-territorial application. Companies within the scope of the CSDDD will be required to take a
risk-based approach when conducting due diligence and will no longer have to adopt a transition plan for climate change
mitigation. EU Member States will have to transpose the revised CSRD into national law within the 12 months following
its entry into force, which is expected in the first quarter of 2026. With regard to the CSDDD, the transposition deadline
has been further postponed until July 2028, with compliance to be achieved by July 2029. UBS AG and UBS Europe SE,
would remain within the scope of the revised CSRD and become subject to CSRD reporting once Germany has transposed
this directive. We are assessing the expected impact of scope changes of the revised CSDDD.
On 1 January 2026, simplification measures to the reporting requirements under Art. 8 of the EU Taxonomy Regulation
became effective. Companies have the option of implementing the changes for the 2025 financial year or the 2026
financial year. The measures aim to reduce the burden and costs of taxonomy reporting for companies pending the
completion of the comprehensive review of the EU Taxonomy Regulation and related reporting rules in 2026. UBS is
applying the changes to the taxonomy reporting of UBS AG standalone and UBS Europe SE consolidated for the 2025
financial year.
›
Refer to the “Sustainability statement” section of the UBS AG Annual Report 2025 (for filing in the EU), available under “Annual
reporting” at
ubs.com/investors
, for more information
US climate disclosure requirements
In March 2025, the US Securities and Exchange Commission (the SEC) announced that it would end its legal defense of
its 2024 climate disclosure regulation. The implementation of the regulation had previously been suspended by the SEC
as a result of legal challenges. Certain US states have adopted or intend to adopt specific state-level climate risk disclosure
requirements for companies operating in their respective states. UBS will monitor these developments to assess impact
as rules are finalized.
The Swiss Federal Council pauses the revision of the Ordinance on Climate Disclosures
In June 2025, the Swiss Federal Council decided to pause the revision of the Ordinance on Climate Disclosures until the
approval of the ongoing revision of the overarching legislation on sustainability reporting in the Swiss Code of Obligations
or until 1 January 2027, at the latest.
Changes to the UK senior management function and material risk taker compensation schemes
In October 2025, the Prudential Regulation Authority and Financial Conduct Authority adopted changes to their
regulations on the compensation of senior managers and material risk takers. The revised regulations generally reduce
the portion of incentive compensation subject to mandatory deferral, reduce the mandatory deferral periods for incentive
compensation to a uniform four years, eliminate post-vesting blocked periods and permit awards to accrue interest and
dividends. Changes are generally effective immediately and companies may elect to apply certain elements of the revised
requirements to awards in the current compensation year, as well as to outstanding deferred incentive compensation
plans. UBS is assessing the changes and the related impacts.
Mutual recognition agreement with the UK approved by the Swiss Parliament
In March 2025, the Swiss Parliament approved the Berne Financial Services Agreement (the BFSA) with the UK, which
facilitates cross-border financial activities based on a new model for regulatory cooperation and outcomes-based mutual
recognition of domestic rules. The BFSA is supplemented by an enhanced and closer supervisory process and additional
supervisory arrangements where new market access is granted. Regulations to implement the BFSA in the UK were
submitted to UK Parliament in July 2025 and entered into force on 1 January 2026.
Digital assets and artificial intelligence
Developments related to digital assets
In October 2025, the Swiss Federal Council launched a consultation on proposed amendments to the Financial Institutions
Act aimed at improving the framework conditions for market development, the attractiveness of the Swiss financial center
and the integration of innovative financial technologies into the existing financial system. The proposal introduces two
new license categories: a payment instrument institution (PII) license, which would allow the holder to issue a 1:1-backed,
single currency regulated stablecoin; and a crypto-institution (CI) license to provide cryptocurrency services, including
staking, custody and trading. Under the proposal, banks would need to have a separate PII-licensed entity to issue a
regulated stablecoin. However, existing banking licenses would allow banks to conduct CI services. The Swiss Federal
Council plans to submit a draft bill to the Swiss Parliament, likely by the end of 2026. Separately, the Swiss Parliament
decided in November 2025 to postpone debate on the national implementation of the Crypto Asset Reporting Framework,
issued by the Organisation for Economic Co-operation and Development, pushing implementation beyond 2026. In
September 2025, FINMA issued guidance on the disclosure of crypto-based assets in the annual financial statements of
banks and securities firms.
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Our business model and environment | Regulatory and legal developments 24
In the US, the Guiding and Establishing National Innovation for US Stablecoins Act (the GENIUS Act) was signed into law
in July 2025, establishing a federal framework for stablecoin issuers. The banking agencies and the US Treasury are now
working to implement the law. In January 2025, a presidential executive order (an EO) was issued to promote the growth
and use of US digital assets. Federal agencies have taken some actions in response to the EO and the final report issued
following the EO, including the SEC rescinding its Staff Accounting Bulletin 121.
The Bank of England (the BoE) published a consultation in November 2025 on a regulatory framework for sterling-
denominated systemic stablecoins. The BoE sets out a proposed prudential and supervisory regime for non-bank issuers
of stablecoins deemed “systemic”. The final rules and supervisory approach are expected in the second half of 2026.
Developments related to artificial intelligence
In February 2025, the Swiss Federal Council decided on its approach to regulating artificial intelligence (AI) in Switzerland,
formally clarifying that a general cross-sector AI law will not be adopted. Under this approach, the Council of Europe’s
Framework Convention on Artificial Intelligence will be incorporated into Swiss law, and adjustments to existing laws
should be sector specific. Only key areas relevant to fundamental rights, such as data protection, will be subject to
general, cross-sectoral regulation. The government will draft a bill for consultation to implement the Framework
Convention on Artificial Intelligence by the end of 2026. Separately, non-legally binding measures will be proposed by
the end of 2026.
Risk factors
Certain risks, including those described below, may affect our ability to execute our strategy or our business activities,
financial condition, results of operations and prospects. We are inherently exposed to multiple risks, many of which may
become apparent only with the benefit of hindsight. As a result, risks that we do not consider to be material, or of which
we are not currently aware, could also adversely affect us. Within each category, the risks that we consider to be most
material are presented first.
Strategy, management and operational risks
Substantial changes in regulation may adversely affect our businesses and our ability to execute our strategic plans
We are subject to significant regulatory requirements, including capital and liquidity, legal structure requirements,
recovery and resolution planning, new and revised market standards and fiduciary duties, as well as new and developing
environmental, social and governance (ESG) standards and requirements. In addition, measures adopted or proposed for
banking and other regulation differ significantly across the major jurisdictions, making it increasingly difficult to manage
a global institution. Regulatory reviews of the events leading to the failures of US banks and the acquisition of Credit
Suisse by UBS Group AG in 2023, as well as regulatory measures to complete the implementation of the Basel III
standards, may increase capital, liquidity and other requirements applicable to banks, including UBS AG. Swiss regulatory
changes with regard to such matters as capital and liquidity have often proceeded more quickly than those in other major
jurisdictions, and Switzerland’s requirements for major international banks are among the strictest of the major financial
centers. Switzerland has implemented the final Basel III requirements effective 1 January 2025, while implementation in
other jurisdictions, including the United States, the EU and the UK, remains uncertain.
In June 2025, the Swiss Federal Council published for consultation proposed amendments to the Swiss Capital Adequacy
Ordinance. As currently proposed, such amendments would become effective in January 2027. In September 2025, the
Swiss Federal Council began a second public consultation on legislative amendments to capital requirements related to
foreign subsidiaries, which are intended to become effective in 2028, at the earliest, and are expected to be phased in
over a period of six to eight years. The Swiss Federal council is expected to publish for consultation, in the first half of
2026, the remainder of the legislative changes implementing the recommendations from the review. The capital measures
proposed by the Swiss Federal Council, if adopted as proposed, would require significant additional capital at UBS AG.
Increased capital or liquidity requirements would put us at a disadvantage when competing with peer financial institutions
subject to lower capital or liquidity requirements.
Our implementation of additional regulatory requirements and changes in supervisory standards, as well as our
compliance with existing laws and regulations, has entailed significant implementation and ongoing costs and continues
to receive heightened scrutiny from supervisors. If we do not meet supervisory expectations in relation to these or other
matters, or if additional supervisory or regulatory issues arise, we would likely be subject to further regulatory scrutiny, as
well as measures that may constrain our strategic flexibility.
Resolvability and resolution and recovery planning:
We have moved significant operations into subsidiaries to improve
resolvability and meet other regulatory requirements, and this has resulted in substantial implementation costs, increased
our capital and funding costs and reduced operational flexibility. For example, we have transferred all of our US
subsidiaries under a US intermediate holding company to meet US regulatory requirements and have transferred
substantially all the operations of Personal & Corporate Banking booked in Switzerland to UBS Switzerland AG to improve
resolvability.
Annual Report 2025 |
Our business model and environment | Risk factors 25
These changes create operational, capital, liquidity, funding and tax inefficiencies. Our operations in subsidiaries are
subject to local capital, liquidity, stable funding, capital planning and stress testing requirements. These requirements
have resulted in increased capital and liquidity requirements in affected subsidiaries, which limit our operational flexibility
and negatively affect our ability to benefit from synergies between business units and to distribute earnings to the Group.
Under the Swiss too-big-to-fail (TBTF) framework, we are required to put in place a viable emergency plan to preserve
the operation of systemically important functions in the event of a failure. Moreover, under this framework and similar
regulations in the US, the UK, the EU and other jurisdictions in which we operate, we are required to prepare credible
recovery and resolution plans detailing the measures that would be taken to recover in a significant adverse event or in
the event of winding down the Group, UBS AG or the operations in a host country through resolution or insolvency
proceedings. If a recovery or resolution plan that we produce is determined by the relevant authority to be inadequate or
not credible, relevant regulation may permit the authority to place limitations on the scope or size of our business in that
jurisdiction, or oblige us to hold higher amounts of capital or liquidity or to change our legal structure or business in order
to remove the relevant impediments to resolution.
The authorities in Switzerland and internationally have published lessons learned from the Credit Suisse and the US
regional bank failures, which are expected to result in additional requirements regarding recovery and resolution planning
as well as early intervention tools for authorities. In September 2025, FINMA published its 2025 resolution report on UBS
related to the 2024 fiscal year and FINMA concluded that UBS remains resolvable under UBS’s existing preferred resolution
strategy. However, given the lessons learned from the Credit Suisse crisis, FINMA also determined that the Swiss
emergency plan of UBS – although largely compliant with the current legal requirements – requires further development,
in particular better integration into UBS’s global resolution plan, to meet the objective of maintaining systemically
important functions while also safeguarding financial stability at the international level. Due to the ongoing integration
of Credit Suisse into UBS, FINMA has refrained from assessing UBS’s recovery plan, which outlines measures that aim to
restore financial strength if UBS should come under severe capital or liquidity stress. We expect to make adjustments to
our resolution plans to reflect additional guidance from FINMA and may be required to make further adjustments to
reflect any changes to law that are enacted.
Increases in capital and changes in liquidity requirements may, in the aggregate require us to maintain significantly higher
levels of capital, which may have an effect on our ability to achieve our strategic plans, to meet ambitions for return on
capital, and to achieve our ambitions for capital returns to shareholders. Significantly higher capital or liquidity
requirements applied to the UBS Group or UBS AG relative to competitors in Switzerland or abroad may affect UBS’s
ability to compete with firms subject to less stringent capital requirements and increase UBS’s costs to serve customers.
Market regulation and fiduciary standards:
Our businesses operate in an environment of increasing regulatory scrutiny
and changing standards with respect to fiduciary and other standards of care and the focus on mitigating or eliminating
conflicts of interest between a manager or advisor and the client, which require effective implementation across the
global systems and processes of investment managers and other industry participants. Future changes in the regulation
of our duties to customers, including any potential changes to banking examination and oversight practices and standards
as a result of interpretations of law, may require us to make further changes to our businesses, which would result in
additional expense and may adversely affect our business. We may also become subject to other similar regulations
substantively limiting the types of activities in which we may engage or the way we conduct our operations.
In many instances, we provide services on a cross-border basis, and we are therefore sensitive to barriers restricting market
access for third-country firms. In particular, efforts in the EU to harmonize the regime for third-country firms to access
the European market may have the effect of creating new barriers that adversely affect our ability to conduct business in
these jurisdictions from Switzerland. In addition, a number of jurisdictions are increasingly regulating cross-border
activities based on determinations of equivalence of home country regulation, substituted compliance or similar principles
of comity. A negative determination with respect to Swiss equivalence could limit our access to the market in those
jurisdictions and may negatively influence our ability to act as a global firm.
Annual Report 2025 |
Our business model and environment | Risk factors 26
UBS’s acquisition of Credit Suisse Group AG exposes UBS AG to heightened litigation risk and regulatory scrutiny and
entails significant additional costs, liabilities and business integration risks
UBS Group AG acquired Credit Suisse Group AG under exceptional circumstances and the continued outflows and
deteriorating overall financial position of Credit Suisse, in order to avert a failure of Credit Suisse and thus damage to the
Swiss financial center and to global financial stability. The acquisition was effected through a merger of Credit Suisse
Group AG with and into UBS Group AG, with UBS Group AG succeeding to all assets and all liabilities of Credit Suisse
Group AG, becoming the direct or indirect shareholder of the former Credit Suisse Group AG’s direct and indirect
subsidiaries. Therefore, on a consolidated basis, all assets, risks and liabilities of the Credit Suisse Group became a part
of UBS. This includes all ongoing and future litigation, regulatory and similar matters arising out of the business of the
Credit Suisse Group, thereby materially increasing UBS’s exposure to litigation and regulatory risks. UBS, including
UBS AG, has, and expects to continue to, incur substantial costs to manage and resolve litigation, regulatory and other
issues arising from Credit Suisse. In addition to the litigation and regulatory risks inherited from Credit Suisse Group AG,
various legal challenges to the acquisition transaction have been brought by former securityholders of Credit Suisse
Group AG. Former Credit Suisse shareholders have brought claims challenging the amount of merger consideration
received and seeking a valuation under the Swiss Merger Act. Former holders of Credit Suisse additional tier 1 capital
instruments have brought claims seeking a determination that FINMA’s order directing Credit Suisse Group AG to write
down such instruments was unauthorized and unlawful. In a partial ruling, the Swiss Federal Administrative Court has
ruled that FINMA’s order was unlawful without addressing any potential remedy. This ruling has been appealed by FINMA
and by UBS to the Swiss Federal Supreme Court. Although UBS believes these claims are without merit, a final adverse
decision in any of these matters could be material to UBS AG.
UBS AG has also incurred and expects to continue to incur costs to manage other issues arising from Credit Suisse. This
includes substantial resources in connection with our voluntary review of historical records relating to Credit Suisse’s
World War II-era conduct.
We have incurred and will continue to incur, substantial integration and restructuring costs as we combine the operations
of UBS and Credit Suisse. In addition, we may not realize all of the expected cost reductions and other benefits of the
transaction. We may not be able to successfully execute our strategic plans or to achieve the expected benefits of the
acquisition of the Credit Suisse Group. The success of the transaction, including anticipated benefits and cost savings,
will depend, in part, on the ability to successfully complete the integration of the operations of both firms rapidly and
effectively, while maintaining stability of operations and high levels of service to customers of the combined franchise.
Our ability to complete the integration of Credit Suisse will depend on a number of factors, some of which are outside
of our control, including our ability to:
–
combine the operations of the two firms in a manner that preserves client service, simplifies infrastructure and results
in operating cost savings, including successful completion of the transfer of clients from legacy Credit Suisse platforms
to UBS platforms in Switzerland, our largest booking center;
–
maintain deposits and client invested assets in our Global Wealth Management division and in Switzerland, and to
attract additional deposits and invested assets to the combined firm;
–
achieve cost reductions at the levels and in the timeframe we plan;
–
enhance, integrate and, where necessary, remediate risk management and financial control and other systems and
frameworks;
–
complete the simplification of the legal structure of the combined firm in an expedited manner, including obtaining
regulatory approvals and licenses required to implement these changes;
–
complete the wind-down of the assets and liabilities in our Non-core and Legacy division and release capital and
resources for other purposes;
–
decommission the information technology and other legacy Credit Suisse operational infrastructure to simplify our
infrastructure, reduce operational complexity and lower our operating expenses; and
–
resolve outstanding litigation, regulatory and similar matters, including matters relating to Credit Suisse, on terms that
are not significantly adverse to us, as well as to successfully remediate outstanding regulatory and supervisory matters
and meet other regulatory commitments.
The level of success in the absorption of Credit Suisse, in the integration of the two groups and their businesses, the
execution of cost reductions and divestment of non-core assets, as well as resulting impairments and write-downs, may
impact the operational results, share price and the credit rating of UBS entities. The combined Group will be required to
devote significant management attention and resources to integrating its business practices and support functions. The
diversion of management’s attention and any delays or difficulties encountered in connection with the transaction and
the coordination of the two companies’ operations could have an adverse effect on the business, financial results,
financial condition or the share price of the combined Group following the transaction.
Annual Report 2025 |
Our business model and environment | Risk factors 27
Our reputation is critical to our success
Our reputation is critical to the success of our strategic plans, business and prospects. Reputational damage is difficult to
reverse, and improvements tend to be slow and difficult to measure. In the past, our reputation has been adversely
affected by our losses during the 2008 financial crisis, investigations into our cross-border private banking services,
criminal resolutions of London Interbank Offered Rates (LIBOR)-related and foreign exchange matters, as well as other
matters. We believe that reputational damage as a result of these events was an important factor in our loss of clients
and client assets across our asset-gathering businesses. The Credit Suisse Group was more recently subject to significant
litigation and regulatory matters and to financial losses that adversely affected its reputation and the confidence of clients,
which played a significant role in the events leading to the acquisition of the Credit Suisse Group in March 2023. These
events, or new events that cause reputational damage, could have a material adverse effect on our results of operation
and financial condition, as well as our ability to achieve our strategic goals and financial targets.
Operational risks affect our business
Our businesses depend on our ability to process a large number of transactions, many of which are complex, across
multiple and diverse markets in different currencies, to comply with requirements of many different legal and regulatory
regimes to which we are subject and to prevent, or promptly detect and stop, unauthorized, fictitious or fraudulent
transactions. We also rely on access to, and on the functioning of, systems maintained by third parties, including clearing
systems, exchanges, information processors and central counterparties. Any failure of our or third-party systems could
have an adverse effect on us. These risks may be greater as we deploy newer technologies, such as blockchain, or
processes, platforms or products that rely on these technologies. Our operational risk management and control systems
and processes are designed to help ensure that the risks associated with our activities – including those arising from
process error, failed execution, misconduct, unauthorized trading, fraud, system failures, financial crime, cyberattacks,
breaches of information security, inadequate or ineffective access controls and failure of security and physical protection
– are appropriately controlled. If our internal controls fail or prove ineffective in identifying and remedying these risks,
we could suffer operational failures that might result in material losses. The acquisition of the Credit Suisse Group may
elevate these risks, particularly during the first phases of integration, as the firms have historically operated under different
procedures, IT systems, risk policies and structures of governance.
We use automation as part of our efforts to improve efficiency, reduce the risk of error and improve our client experience.
We intend to expand the use of robotic processing, machine learning and artificial intelligence (AI) to further these goals.
Use of these tools presents their own risks, including the need for effective design and testing; the quality of the data
used for development and operation of machine learning and AI tools may adversely affect their functioning and result
in errors and other operational risks.
Financial services firms have increasingly been subject to breaches of security and to cyber- and other forms of attack,
some of which are sophisticated and targeted attacks intended to gain access to confidential information or systems,
disrupt service or steal or destroy data, which may result in business disruption or the corruption or loss of data at
UBS AG’s locations or those of third parties. Cyberattacks by hackers, terrorists, criminal organizations, nation states and
extremists have also increased in frequency and sophistication. Current geopolitical tensions have also led to increased
risk of cyberattack from foreign state actors. In particular, the Russia–Ukraine war and the imposition of significant
sanctions on Russia by Switzerland, the US, the EU, the UK and others has resulted and may continue to result in an
increase in the risk of cyberattacks. Such attacks may occur on our own systems or on the systems that are operated by
external service providers, may be attempted through the introduction of ransomware, viruses or malware, phishing and
other forms of social engineering, distributed denial of service attacks and other means. These attempts may occur directly
or using equipment or security passwords of our employees, third-party service providers or other users. Cybersecurity
risks also have increased due to the widespread use of digital technologies, cloud computing and mobile devices to
conduct financial business and transactions, as well as due to generative AI, which increases the capabilities of adversaries
to mount sophisticated phishing attacks, for example, through the use of deepfake technologies, and presents new
challenges to the protection of our systems and networks and the confidentiality and integrity of our data. In addition to
external attacks, we have experienced loss of client data from failure by employees and others to follow internal policies
and procedures and from misappropriation of our data by employees and others.
We may not be able to anticipate, detect or recognize threats to our systems or data and our preventative measures may
not be effective to prevent an attack or a security breach. In the event of a security breach, notwithstanding our
preventative measures, we may not immediately detect a particular breach or attack. The acquisition of the Credit Suisse
Group may elevate and intensify these risks, as would-be attackers have a larger potential target in the combined bank
and differences in systems, policies, and platforms could make threat detection more difficult. In addition, the
implementation of the large-scale technological change program that is necessary to integrate the combined bank’s
systems at pace may also result in increased risks. Once a particular attack is detected, time may be required to investigate
and assess the nature and extent of the attack, and to restore and test systems and data. If a successful attack occurs at
a service provider, as we have recently experienced, we may be dependent on the service provider’s ability to detect the
attack, investigate and assess the attack and successfully restore the relevant systems and data. A successful breach or
circumvention of security of our or a service provider’s systems or data could have significant negative consequences for
us, including disruption of our operations, misappropriation of confidential information concerning us or our clients,
damage to our systems, financial losses for us or our clients, violations of data privacy and similar laws, litigation exposure,
and damage to our reputation. We may be subject to enforcement actions as regulatory focus on cybersecurity increases
and regulators have announced new rules, guidance and initiatives on ransomware and other cybersecurity-related issues.
Annual Report 2025 |
Our business model and environment | Risk factors 28
We are subject to complex and frequently changing laws and regulations governing the protection of client and personal
data, such as the EU General Data Protection Regulation. Ensuring that we comply with applicable laws and regulations
when we collect, use and transfer personal information requires substantial resources and may affect the ways in which
we conduct our business. In the event that we fail to comply with applicable laws, we may be exposed to regulatory fines
and penalties and other sanctions. We may also incur such penalties if our vendors or other service providers or clients
or counterparties fail to comply with these laws or to maintain appropriate controls over protected data. In addition, any
loss or exposure of client or other data may adversely damage our reputation and adversely affect our business.
A major focus of US and other countries’ governmental policies relating to financial institutions in recent years has been
on fighting money laundering and terrorist financing. We are required to maintain effective policies, procedures and
controls to detect, prevent and report money laundering and terrorist financing, and to verify the identity of our clients
under the laws of many of the countries in which we operate. We are also subject to laws and regulations related to
corrupt and illegal payments to government officials by others, such as the US Foreign Corrupt Practices Act and the UK
Bribery Act. We have implemented policies, procedures and internal controls that are designed to comply with such laws
and regulations. Failure to maintain and implement adequate programs to combat money laundering, terrorist financing
or corruption, or any failure of our programs in these areas, could have serious consequences both from legal
enforcement action and from damage to our reputation. Frequent changes in sanctions imposed and increasingly
complex sanctions imposed on countries, entities and individuals, as exemplified by the breadth and scope of the
sanctions imposed in relation to the war in Ukraine, increase our cost of monitoring and complying with sanctions
requirements and increase the risk that we will not identify in a timely manner client activity that is subject to a sanction.
As a result of new and changed regulatory requirements and the changes we have made in our legal structure, the
volume, frequency and complexity of our regulatory and other reporting has remained elevated. Regulators have also
significantly increased expectations regarding our internal reporting and data aggregation, as well as management
reporting. We have incurred, and continue to incur, significant costs to implement infrastructure to meet these
requirements. Failure to meet external reporting requirements accurately and in a timely manner or failure to meet
regulatory expectations of internal reporting, data aggregation and management reporting could result in enforcement
action or other adverse consequences for us.
In addition, despite the contingency plans that we have in place, our ability to conduct business may be adversely affected
by a disruption in the infrastructure that supports our businesses and the communities in which we operate. This may
include a disruption due to natural disasters, pandemics, civil unrest, war or terrorism and involve electrical,
communications, transportation or other services that we use or that are used by third parties with whom we conduct
business.
We depend on our risk management and control processes to avoid or limit potential losses in our businesses
Controlled risk-taking is a major part of the business of a financial services firm. Some losses from risk-taking activities
are inevitable, but, to be successful over time, we must balance the risks we take against the returns generated. Therefore,
we must diligently identify, assess, manage and control our risks, not only in normal market conditions but also as they
might develop under more extreme, stressed conditions, when concentrations of exposures can lead to severe losses.
We have not always been able to prevent serious losses arising from risk management failures and extreme or sudden
market events. We recorded substantial losses on fixed-income trading positions in the 2008 financial crisis, in the
unauthorized trading incident in 2011 and, more recently, positions resulting from the default of a US prime brokerage
client. Credit Suisse has suffered very significant losses from the default of the US prime brokerage client and losses in
supply chain finance funds managed by it, as well as other matters.
We regularly revise and strengthen our risk management and control frameworks to seek to address identified
shortcomings. Nonetheless, we could suffer further losses in the future if, for example:
–
we do not fully identify the risks in our portfolio, in particular risk concentrations and correlated risks;
–
our assessment of the risks identified, or our response to negative trends, proves to be untimely, inadequate,
insufficient or incorrect;
–
our risk models prove insufficient to predict the scale of financial risks the bank faces;
–
markets move in ways that we do not expect – in terms of their speed, direction, severity or correlation – and our
ability to manage risks in the resulting environment is, therefore, affected;
–
third parties to whom we have credit exposure or whose securities we hold are severely affected by events and we
suffer defaults and impairments beyond the level implied by our risk assessment; or
–
collateral or other security provided by our counterparties and clients proves inadequate to cover their obligations at
the time of default.
We also hold legacy risk positions, primarily in Non-core and Legacy, that, in many cases, are illiquid and may deteriorate
in value. The acquisition of the Credit Suisse Group and the integration of UBS AG with Credit Suisse AG have increased,
materially, the portfolio of business that is outside of our risk appetite and subject to exit in the Non-core and Legacy
segment.
We also manage risk on behalf of our clients. The performance of assets we hold for our clients may be adversely affected
by the aforementioned factors. If clients suffer losses or the performance of their assets held with us is not in line with
relevant benchmarks against which clients assess investment performance, we may suffer reduced fee income and a
decline in assets under management, or withdrawal of mandates.
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Our business model and environment | Risk factors 29
Investment positions, such as equity investments made as part of strategic initiatives and seed investments made at the
inception of funds that we manage, may also be affected by market risk factors. These investments are often not liquid
and generally are intended or required to be held beyond a normal trading horizon. Deteriorations in the fair value of
these positions would have a negative effect on our earnings.
We may be unable to identify or capture revenue or competitive opportunities, or retain and attract qualified
employees
The financial services industry is characterized by intense competition, continuous innovation, restrictive, detailed and
sometimes fragmented regulation and ongoing consolidation. We face competition at the level of local markets and
individual business lines and from global financial institutions that are comparable to us in their size and breadth, as well
as competition from new technology-based market entrants, which may not be subject to the same level of regulation.
Barriers to entry in individual markets and pricing levels are being eroded by new technology. We expect these trends to
continue and competition to increase. Our competitive strength and market position could be eroded if we are unable
to identify market trends and developments, do not respond to such trends and developments by devising and
implementing adequate business strategies, do not adequately develop or update our technology, including our digital
channels and tools and deployment of artificial intelligence, or are unable to attract or retain the qualified people needed.
The amount and structure of our employee compensation is affected not only by our business results but also by
competitive factors and regulatory considerations.
In response to the demands of various stakeholders, including regulatory authorities and shareholders, and in order to
better align the interests of our staff with other stakeholders, our compensation framework includes deferral periods for
stock awards, forfeiture provisions and clawback provisions for certain awards linked to business performance. We also
have individual caps on the proportion of fixed to variable pay for the members of the Executive Board (EB), as well as
certain other employees. UBS is also required to maintain and enforce provisions requiring UBS to recover from EB
members a portion of performance-based incentive compensation in the event that the UBS Group and UBS AG, or
another entity with securities listed on a US national securities exchange, is required to restate its financial statements as
a result of a material error.
Constraints on the amount or structure of employee compensation, high levels of deferral, performance conditions and
other circumstances triggering the forfeiture of unvested awards may adversely affect our ability to retain and attract key
employees, particularly where we compete with companies that are not subject to these constraints. The loss of key staff
and the inability to attract qualified replacements could seriously compromise our ability to execute our strategy and to
successfully improve our operating and control environment, and could affect our business performance. Swiss law
requires that shareholders approve the compensation of the Board of Directors of UBS Group AG (the Group BoD) and
the Group Executive Board (GEB) each year. If UBS Group AG’s shareholders fail to approve the compensation for the
GEB or the Group BoD, this could have an adverse effect on our ability to retain experienced directors and our senior
management.
Our operating results, financial condition and ability to pay our obligations in the future may be affected by funding,
dividends and other distributions received directly or indirectly from subsidiaries, which may be subject to restrictions
UBS AG’s ability to pay its obligations in the future will depend on the level of funding, dividends and other distributions,
if any, received from UBS Switzerland AG and other subsidiaries. The ability of such subsidiaries to make loans or
distributions, directly or indirectly, to UBS AG may be restricted as a result of several factors, including restrictions in
financing agreements and the requirements of applicable law and regulatory, fiscal or other restrictions. In particular,
UBS AG’s direct and indirect subsidiaries, including UBS Switzerland AG, UBS Americas Holding LLC, UBS Europe SE and
Credit Suisse International, are subject to laws and regulations that require the entities to maintain minimum levels of
capital and liquidity, that restrict dividend payments, that authorize regulatory bodies to block or reduce the flow of
funds from those subsidiaries to UBS AG or that could affect their ability to repay any loans made to, or other investments
in, such subsidiary by UBS AG or another member of the Group. Restrictions and regulatory actions could impede access
to funds that UBS AG may need to meet its obligations, to pay dividends to shareholders or to repurchase our shares. In
addition, UBS AG’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is
subject to all prior claims of the subsidiary’s creditors.
Furthermore, UBS AG may guarantee some of the payment obligations of certain of the Group’s subsidiaries from time
to time. These guarantees may require UBS AG to provide substantial funds or assets to subsidiaries or their creditors or
counterparties at a time when UBS AG is in need of liquidity to fund its own obligations.
Market, credit and macroeconomic risks
Performance in the financial services industry is affected by market conditions and the macroeconomic climate
Our businesses are materially affected by market and macroeconomic conditions. A market downturn and weak
macroeconomic conditions can be precipitated by a number of factors, including geopolitical events, such as international
armed conflicts, war, or acts of terrorism, the imposition of sanctions, global trade or global supply chain disruptions,
including energy shortages and food insecurity, changes in monetary or fiscal policy, changes in trade policies or
international trade disputes, significant inflationary or deflationary price changes, disruptions in one or more concentrated
economic sectors, natural disasters, pandemics or local and regional civil unrest. Such developments can have
unpredictable and destabilizing effects.
Annual Report 2025 |
Our business model and environment | Risk factors 30
Adverse changes in interest rates, credit spreads, securities prices, market volatility and liquidity, foreign exchange rates,
commodity prices, and other market fluctuations, as well as changes in investor sentiment, can affect our earnings and
ultimately our financial and capital positions. As financial markets are global and highly interconnected, local and regional
events can have widespread effects well beyond the countries in which they occur. Any of these developments may
adversely affect our business or financial results.
In periods of significant market volatility, our businesses may experience a decrease in client activity levels and market
volumes, which would adversely affect our ability to generate transaction fees and commissions, particularly in Global
Wealth Management and the Investment Bank. A market downturn would likely reduce the volume and valuation of
assets that we manage on behalf of clients, which would reduce recurring fee income that is charged based on invested
assets, primarily in Global Wealth Management and Asset Management. Such a downturn could also cause a decline in
the value of assets that we own and account for as investments or trading positions. In addition, reduced market liquidity
or volatility