UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Date: November 9, 2023

UBS Group AG

Commission File Number: 1-36764

(Registrants' Name)

Bahnhofstrasse 45, Zurich, Switzerland and

(Address of principal executive offices)

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

20-F or Form 40-

F.

Form 20-F 

☒

 Form 40-F 

☐

This Form 6-K consists of the news release which appear immediately following this page.

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 9 November 2023 Page 1

9 November 2023

Pricing of UBS Group AG Additional

Tier 1 instruments

UBS Group AG priced its first Additional Tier 1 instruments since the acquisition of 

Credit Suisse. 

Zurich, 9 November 2023 – UBS Group AG priced an offering of an aggregate of USD 3.5bn of Additional

Tier 1 capital notes on 8 November 2023. The offering comprised two tranches: USD 1.75bn of 9.25%

perpetual notes redeemable at the option of UBS after five years and USD 1.75bn of 9.25% perpetual notes

redeemable at the option of UBS after 10 years. Each issue is a direct, unsecured, and subordinated obligation

of UBS Group AG.

The notes will qualify as Additional Tier 1 capital under Swiss law and, accordingly, are subject to write-down

upon occurrence of a Trigger Event or a Viability Event. The notes provide that, following approval of a

minimum amount of conversion capital by UBS Group AG's shareholders, upon occurrence of a Trigger Event

or a Viability Event, the notes will be converted into UBS Group AG ordinary shares rather than be subject to

write-down. UBS Group AG believes that the conversion feature more closely aligns the terms of its

Additional Tier 1 capital instruments with current market practice.

Disclaimer

This announcement is intended solely for information purposes and does not constitute an offer of securities

for sale in the United States or any other jurisdiction. No investment decision relating to securities should be

made on the basis of this document. The Notes and any ordinary shares that may be delivered upon

conversion have not been, and will not be, registered under the United States Securities Act of 1933, as

amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in

the United States. The Notes and any ordinary shares that may be delivered upon conversion may not be

offered or sold in the United States absent registration or an applicable exemption from the registration

requirements of the Securities Act. There will be no public offer of the Notes or any ordinary shares that may

be delivered upon conversion in the United States. This media release constitutes neither an offer prospectus

nor a prospectus for admission to trading under the terms of article 35 of the Swiss Financial Services Act

(FinSA). This announcement is not for distribution, directly or indirectly, in or into Australia, Canada, Japan or

South Africa. The publication of this media release as well as the offer and sale of securities may be subject to

restrictions in certain jurisdictions. Persons who might come into possession of this media release must inform

themselves about and comply with any applicable legal or regulatory restrictions.

Investor Relations

Tel. +41-44-234 41 00

Media Relations

Tel. +41-44-234 85 00

UBS Group AG, News Release, 9 November 2023 Page 2

This announcement contains statements that constitute “forward-looking statements,” including, but not

limited to, statements relating to the terms of our proposed securities offering. While these forward-looking

statements represent our judgments and future expectations concerning the development of UBS Group’s or

any of its member’s business, a number of risks, uncertainties and other important factors could cause actual

developments and results to differ materially from our expectations. For a discussion of the risks and

uncertainties that may affect UBS please refer to the "Risk Factors" and other sections of UBS’s most recent

Annual Report on Form 20-F, quarterly reports and other information furnished to or filed with the US

Securities and Exchange Commission on Form 6-K. UBS is not under any obligation to (and expressly disclaims

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

future events, or otherwise.

UBS Group AG

Media contact

Switzerland:

+41-44-234 85 00

www.ubs.com/media

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly

caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

UBS Group AG

By: _/s/ David Kelly______________

Name: David Kelly

Title: Managing Director

By: _/s/ Kelsang Tsün_____________

Name: Kelsang Tsün

Title: Managing Director

Date: November 9, 2023