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 office)
,
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:
Title of each class
Trading symbol(s)
Name of each exchange on
which registered
Ordinary Shares (par value of USD 0.10 each)
UBS
New York Stock Exchange
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
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of 31 December 2025:
UBS Group AG
Ordinary shares, par value USD 0.10 per share:
(including 249,882,523 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.
☑
Accelerated filer
☐
Non-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:
U.S. GAAP
☐
Standards Board
☑
Other
☐
Annual Report 2025
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
☐
☑
Annual Report 2025
Cautionary Statement:
Refer to the
Cautionary statement regarding forward-looking statements
2025 (page 374).
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
hereof.
●
Supplement
refers to certain supplemental information contained in this forepart of the Form 20-F, starting on page
11 following the cross-reference table.
●
Financial Statements
refers to the consolidated financial statements of UBS Group 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 9 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,
(50-61).
Item 4
. Information on the Company.
A
– History and Development of
the Company
1-3: Annual Report,
Corporate information
and
Contacts
(7). The registrants' agent is
Patrick T. Shilling, 11 Madison Avenue, New York, New York 10010.
4: Annual Report,
Our evolution
(14);
Integration of Credit Suisse
Our strategy
(17-18);
Our businesses
(21-28); Note 28 to the Financial Statements (
Changes in
organization and acquisitions and disposals of subsidiaries and businesses
) (347-348).
5-6: Annual Report,
Our businesses
(21-28), Note 11 to the Financial Statements
(
Property, equipment and software)
Note 28 to the Financial Statements
(
Changes in organization and acquisitions and disposals of subsidiaries and businesses
)
(347-348).
7: Annual Report,
Integration of Credit Suisse
(
Changes in organization and acquisitions and disposals of subsidiaries and businesses
)
(347-348). See also Item 10.C below.
8: Annual Report, Appendix
Information sources
B – Business Overview.
1, 2 and 5: Annual Report,
Our strategy, business model and environment
2a to the Financial Statements (
Segment reporting)
(272-273)
and Note 2b to the
Financial Statements (
Segment reporting by geographic location)
(274). See also
Supplement (11).
3: Annual Report,
Seasonal characteristics
(69).
4: Not applicable.
6: None.
7: The basis for any statement generally accompanies the statement, except where
marked in the Annual Report as a statement based on publicly available information or
internal estimates. Annual Report,
Our businesses
(21-28),
Our stakeholders
8: Annual Report,
Regulation and supervision
(41-45),
developments
Risk factors
Supplement (12).
C – Organizational Structure.
Annual Report,
Our evolution
(14) and Note 27 to the Financial Statements (
Interests in
subsidiaries and other entities
) (344-347).
Annual Report 2025
D – Property, Plant and
Equipment.
Annual Report,
Property, plant and equipment
(359)
,
Note 1a) 8) to the Financial
Statements (
Summary of material accounting policies, Material accounting policies:
Property, equipment and software
) (269), Note 11 to the Financial Statements (
Property,
equipment and software)
Information required by SEC
Regulation S-K Part 1400
Annual Report,
Information required by Subpart 1400 of Regulation S-K
(360-365),
Loss
history statistics
(110-111), and Note 9 to the Financial Statements (
Financial assets at
amortized cost and other positions in scope of expected credit loss measurement)
284).
Item 4A
. Unresolved Staff
Comments.
None.
Item 5
. Operating and Financial Review and Prospects.
A
– Operating Results.
1: Annual Report,
Our key figures
(8),
(19-20),
Our businesses
(21-28),
Financial and operating performance
Income statement
(246), Note 1b to the Financial Statements (
Changes in IFRS Accounting Standards and
Interpretations
(271), Note 2a to the Financial Statements (
Segment reporting)
(272-273),
and
(358-359). The Notes to the Financial Statements provide
additional detail on the components of revenue and expenses.
2: Not applicable
3: Annual Report,
Risk factors
(50-61),
Capital management
(131-141),
Currency
Management
(151) and Note 24 to the Financial Statements (
Hedge Accounting)
334).
4:
Annual Report,
Our environment
(28-33),
Regulation and supervision
(41-45)
and
Regulatory and legal developments
Accounting and financial reporting
Note 1 b) to the Financial Statements (
Changes to IFRS accounting standards and
interpretations
(271).
A discussion on the results for the year 2024 compared with 2023 can be found in UBS
annual report 2024 filed with the SEC on Form 20-F on March 17, 2025, under
Financial
and operating performance
and under
Financial statements
B – Liquidity and Capital
Resources.
1: Annual Report,
Risk factors
(50-61)
,
Financial and operating performance
Seasonal characteristics
Interest rate risk in the banking book
Risk
,
capital,
liquidity and funding, and balance sheet
(88-153)
,
Note 22 to the Financial
Statements (
Restricted and transferred financial assets)
(326-329), Note 23 to the
Financial Statements (
Maturity analysis of assets and liabilities
) (329-331) and Note 27
to the Financial Statements (
Interests in subsidiaries and other entities
) (344-347).
Liquidity and capital management is undertaken at UBS as an integrated asset and
liability management function. While we believe our 'working capital' is sufficient for the
company's present requirements, it is our opinion that, as a bank, our liquidity coverage
ratio (LCR) is the more relevant measure. For more information see, Annual Report,
Liquidity coverage ratio
2: Annual Report,
Risk
,
capital,
liquidity and funding, and balance sheet
(88-153),
Currency Management
(151), Note 10 to the Financial Statements (
Derivative
instruments)
(284-285), Note 15 to the Financial Statements (
Debt issued designated at
fair value)
(289), Note 16 to the Financial Statements (
Debt issued measured at
amortized cost
) (290), Note 18 to the Financial Statements (
Other liabilities
) (298), and
Note 24 to the Financial Statements (
Hedge Accounting
) (332-334).
3: Annual Report,
Material cash requirements
Liquidity and funding management
(142-145), Note 23 to the Financial Statements (
Maturity analysis of assets and
liabilities
) (329-331), and Note 11 to the Financial Statements (
Property, equipment and
software)
C—Research and Development,
Patents and Licenses, etc.
Not applicable.
D—Trend Information.
Annual Report,
Our businesses
Our environment
Regulatory and legal
developments
Risk factors
Financial and operating performance
85), and
Top and emerging risks
E—Critical Accounting
Estimates
Not applicable.
Annual Report 2025
Item 6.
A
– Directors and Senior
Management.
1, 2 and 3: Annual Report,
Board of Directors
(164-179) and
Group Executive Board
(180-188).
4, 5: None.
B – Compensation.
1: Annual Report,
Compensation
(194-237), Note 1a, 4) to the Financial Statements
(
Share-based and other deferred compensation plans
) (267-268), Note 26 to the Financial
Statements (
Employee benefits: variable compensation)
Financial Statements (
Related parties)
(349-350).
2: Annual Report,
Compensation
(194-237), and Note 25 to the Financial Statements
(
Post-employment benefit plans)
(334-339).
C – Board practices.
1: Annual Report,
Board of Directors
(164-179). The term of office for members of the
Board of Directors and its Chairman expires after completion of the next Annual General
Meeting. The next UBS Group AG Annual General Meeting is scheduled for 15 April
2026.
2: Annual Report,
Board of Directors
(164-179),
Compensation
(194-237),
Clauses on
change of control
Related parties
) (349-
350).
3: Annual Report,
Audit Committee
Compensation Committee
(174) and
Auditors
189-191).
D—Employees.
Annual Report,
(36-38).
UBS’s Human Rights Statement and the Code of Conduct and Ethics of UBS (the Code)
reinforce the firm’s responsibility for respecting workers’ rights. We actively engage with
our formal employee representation groups and specifically the UBS European Employee
Forum, which includes representatives from all the EU member states where the UBS
Group has a presence. This forum considers topics related to performance, operations and
workplace conditions, while local works councils focus on topics such as benefits,
workplace conditions and potential reorganizations. Together, they represent 51.8% of
our global workforce (2024: 52.0%). Where applicable, our operations are subject to
collective bargaining agreements.
UBS Group AG
As of
Full-time equivalents
31.12.25
31.12.24
31.12.23
Personnel (full-time equivalents)
103,177
108,648
112,842
Global Wealth Management
29,057
30,093
31,367
Personal & Corporate Banking
11,208
10,709
10,385
Asset Management
3,443
3,412
3,753
Investment Bank
11,559
11,235
11,305
Non-Core and Legacy
650
2,470
3,684
Group functions
47,261
50,728
52,348
E—Share Ownership.
1 and 2: Annual Report,
Compensation
(194-237), Note 26 to the Financial Statements
(
Employee benefits: variable compensation
) (340-343) and Note 29, b) to the Financial
Statements (Related Parties,
Equity holdings of key management personnel
)
(350).
F—Disclosure of a registrant’s
action to recover erroneously
awarded compensation.
Not applicable.
Annual Report 2025
Item 7.
A—Major Shareholders.
Annual Report,
Group structure and shareholders
(157-158),
(158-162) and
(162).
According to the mandatory FMIA disclosure notifications filed with UBS Group AG and
SIX, the following entities held more than 3% of the total voting rights of UBS Group
AG, with the following number of shares:
Shareholder, date of last notification
Number of shares disclosed
BlackRock Inc., New York, on 30 November 2023
173,509,685
Shareholder
Percentage of shares held (according to last
notification received up to end of given year)
2025
2024
2023
Norges Bank, Oslo
4.90
5.00
4.79
BlackRock Inc., New York
5.01
5.01
5.01
On 17 February 2026, Norges Bank, Oslo, disclosed a holding of less than 3% of the total
share capital of UBS Group AG. No new disclosures of significant shareholdings have
been made since that date.
B—Related Party Transactions.
1, 2: Annual Report,
Loans granted to GEB members
(231)
, Loans granted to BoD
members
(232)
and
Note 29 to the Financial Statements (
Related parties
)
(349-350).
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
)
(274).
7: Information on material legal and regulatory proceedings is in Note 17 to the Financial
Statements (
Provisions and contingent liabilities
) (290-298).
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 April 30,
2025, July 30, 2025 and October 29, 2025 (respectively), as well as the
Provisions and
contingent liabilities
February 4, 2026. The disclosures in each such quarterly report speak only as of their
respective dates.
8: Annual Report,
(151)
, Distributions to shareholders
(161).
B—Significant Changes.
None.
Item 9
. The Offer and Listing.
A
– Offer and Listing Details.
1, 2, 3, 5, 6, 7: Not applicable.
4: Annual Report,
Listing of UBS Group AG shares
(153).
B—Plan of Distribution.
Not applicable.
C—Markets.
Cover page (1).
Annual Report,
Listing of UBS Group AG shares
D—Selling Shareholders.
Not applicable.
E—Dilution.
Not applicable.
F—Expenses of the Issue.
Not applicable.
Annual Report 2025
Item 10
. Additional Information.
A—Share Capital.
Not applicable.
B—Memorandum and Articles
of Association.
1: Supplement (13-16).
2: Annual Report,
Compensation governance
(202-203),
Compensation for the
Board of
Directors
(221-223). Supplement (13-16).
3: Annual Report,
Share
capital structure
(158-162),
Shareholders' participation rights
(162-163),
Elections and terms of office
Change of control and defense measures
(189). Supplement (13-16).
4: Supplement (13-16).
5: Annual Report,
Shareholders' participation rights
6: Annual Report,
Transferability, voting rights and nominee registration
Shareholders' participation rights
7: Annual Report,
Change of control and defense measures
8: Annual Report,
Significant Shareholders
(157-158).
9: Supplement (13-16) and Annual Report, D
ifferences from corporate governance
standards relevant to US-listed companies
(156-157),
Compensation governance
(202-
203),
Compensation for the
Board of Directors
(221-223),
Share
capital structure
(158-
162),
Shareholders' participation rights
Elections and terms of office
Transferability, voting rights and nominee registration
Change of control and
defense measures
Significant Shareholders
(157-158).
10:
Supplement (13-16).
C—Material Contracts.
The Terms & Conditions of the several series of capital instruments issued to date, and to
be issued pursuant to Deferred Capital Contingent Plans, are exhibits 4.1 through 4.25 to
this Form 20-F. These notes are described under
Swiss SRB total loss-absorbing capacity
framework
Our deferred compensation plans
on pages 214-215 of the Annual Report.
The Asset Transfer Agreement by which certain assets and liabilities of UBS AG were
transferred to UBS Switzerland AG is filed as Exhibit 4.26, and is described under
Joint
liability of UBS AG and UBS Switzerland AG
on page 137 of the Annual Report.
For detailed information regarding material agreements concluded in connection with
litigation, please refer to Exhibits 4.27 and 4.28, the Annual Report, Note 17 to the
Financial Statements (
Provisions and Contingent Liabilities
) (290-298) and to the UBS
Group AG Annual Report 2024, Note 18 (
Provisions and Contingent Liabilities
) (304-
312). 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.
UBS AG entered into a definitive merger agreement with Credit Suisse AG on 7
December 2023, which was filed as Exhibit 4.22 to UBS'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 4.23 to UBS'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.
Annual Report 2025
D—Exchange Controls.
Other than in relation to economic sanctions, there are no restrictions under the Articles
of Association of UBS Group 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.
Supplement (17-19).
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
(111-118),
Total loss-absorbing capacity
(134-137), and
Currency management
(151).
(b) Qualitative Information
About Market Risk.
Annual Report,
Market risk
(111-118),
Total loss-absorbing capacity
(134-137), and
Currency management
(151).
(c) Interim Periods.
Not applicable.
Item 12.
A
– Debt Securities
Not applicable.
B – Warrants and Rights
Not applicable.
C – Other Securities
Not applicable.
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 Group 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
(192), 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
Annual Report,
Reports of Independent Registered Public Accounting Firm
(240-245).
(d) Changes in Internal Control
over Financial Reporting
None.
Item 16A.
Audit Committee
Financial Expert.
Annual Report,
Audit Committee
(173).
All Audit Committee members have accounting or related financial management
expertise and, in compliance with the rules established pursuant to the US Sarbanes-
Oxley Act of 2002, at least one member, the Chairperson Jeremy Anderson, qualifies as a
financial expert.
Item 16B.
Code of Ethics.
Annual Report,
The Code of Conduct and Ethics of UBS
(40).
UBS's Code of Conduct and Ethics (the Code) is published on our website under
https://www.ubs.com/code. The Code does not include a waiver option, and no waiver
from any provision of the Code was granted to any employee in 2025. Minor adjustments
were made following our 2025 review, focused on updating language to reflect relevant
developments, not affecting key elements of the Code.
Annual Report 2025
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.
Exemptions from the
Listing Standards for Audit
Committees.
Not applicable.
Item 16E.
Purchases of Equity
Securities by the Issuer and
Affiliated Purchasers.
Annual Report,
Holding of UBS Group AG shares
Letter to Shareholders
6).
Item 16F.
Changes in
Registrant’s Certifying
Accountant.
Not applicable.
Item 16G.
Corporate
Governance.
Annual Report,
companies
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.
Annual Report,
Operational risks affect our business
Risk management and
control
Board of Directors
Cybersecurity governance
Group Executive Board
Item 17.
Financial Statements.
Not applicable.
Item 18.
Annual Report,
Financial statements
(238-354),
Significant regulated subsidiary and
sub-group information
(355-356) and
Additional regulatory information
Item 19.
Exhibits
Supplement (20-21).
Annual Report 2025
Supplemental information
Item 4. Information on the Company
B – Business Overview
Item 4.B.2. Geographic breakdown of total revenues of UBS Group AG consolidated
UBS Group AG’s Financial Statements are prepared in accordance with IFRS Accounting Standards, as issued by the
International Accounting Standards Board and are stated in USD. The operating regions shown in the table below correspond to
the regional management structure of UBS. The allocation of total revenues to these regions reflects, and is consistent with, the
basis on which the business is managed and its performance is evaluated. These allocations involve assumptions and judgments
that management considers to be reasonable and may be refined to reflect changes in estimates or management structure. The
main principles of the allocation methodology are that client revenues are attributed to the domicile of the given client, and
trading and portfolio management revenues are attributed to the country where the risk is managed. This revenue attribution is
consistent with the mandate of the regional Presidents. Certain revenues, such as those related to Non-core and Legacy and
Group Items, are included in the
Global
For 2023, the allocation of total revenues by geographical region for Credit Suisse is not available on the same allocation basis
as for the UBS Group and the cost to develop this information would have been excessive. Therefore, as permitted under IFRS
8, the respective information is not disclosed. UBS AG and Credit Suisse AG disclosed total revenues by geographical region in
their 2023 annual reports according to their respective allocation methodologies.
USD billion
Business Division
FY
Americas
1
Asia Pacific
EMEA
Switzerland
Global
2
Total
Global Wealth
Management
2025
12.2
4.0
4.9
4.2
0.7
26.0
2024
11.3
3.6
4.7
4.1
0.9
24.5
2023
3
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
Personal &
Corporate Banking
2025
0.0
0.0
0.0
9.2
0.0
9.2
2024
0.0
0.0
0.0
9.3
0.0
9.3
2023
3
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
Asset Management
2025
0.9
0.4
0.5
1.4
0.0
3.2
2024
0.8
0.4
0.4
0.9
0.7
3.2
2023
3
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
Investment Bank
2025
4.5
3.6
3.1
1.1
0.0
12.3
2024
4.8
2.9
2.6
0.7
0.0
10.9
2023
3
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
Non-core and
Legacy
2025
0.0
0.0
0.0
0.0
0.2
2024
0.0
0.0
0.0
0.0
1.6
1.6
2023
3
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
Group Items
2025
0.0
0.0
0.0
0.0
(1.2)
(1.2)
2024
0.0
0.0
0.0
0.0
(1.0)
(1.0)
2023
3
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
Group
2025
8.0
8.5
15.8
(0.4)
49.6
2024
16.8
6.8
7.7
15.1
2.2
48.6
2023
3
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
1
2
to geographical regions; 2024 includes certain revenues within Asset Management and Global Wealth Management that were
not allocated to geographical regions.
3
available on the same allocation basis as for the UBS Group and the cost to develop this information would have been excessive.
Therefore, as permitted under IFRS 8, the respective information is not disclosed.
Annual Report 2025
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 Group AG (Exhibit 1.1 to this Form 20-F) and the Organization Regulations of
UBS Group 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 Group AG (the “Articles”),
Organization Regulations of UBS Group AG (the “Organization Regulations”) and relevant Swiss laws, in particular the Swiss
Code of Obligations, relating to the ordinary shares of UBS Group 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 Group AG operates, and under which the shares are issued, is the Swiss Code of
Obligations.
The Company
Registration and Business Purpose
UBS Group AG was incorporated and registered as a corporation limited by shares (
Aktiengesellschaft
) under the laws of
Switzerland. UBS Group AG was entered into the commercial register of Canton Zurich on June 10, 2014 under the
registration number CHE-395.345.924 and has its registered domicile in Zurich, Switzerland. The business purpose of UBS
Group AG, as set forth in article 2 of the Articles, is the acquisition, holding, management and sale of direct and indirect
participations in enterprises of any kind, in particular in the area of banking, financial, advisory, trading and service activities
in Switzerland and abroad. UBS Group AG may establish enterprises of any kind in Switzerland and abroad, hold equity
interests in these companies, and conduct their management. UBS Group AG is authorized to acquire, mortgage and sell real
estate and building rights in Switzerland and abroad. UBS Group AG may provide loans, guarantees and other types of
financing and security for group companies and borrow and invest capital on the money and capital markets.
Repurchase of Shares
Swiss law limits a corporation’s ability to hold or repurchase its own shares. UBS Group AG and its subsidiaries may
repurchase shares only if and to the extent that (i) UBS Group AG has freely distributable reserves in the amount of the
purchase price and (ii) the aggregate nominal value of all shares held by UBS Group AG and its subsidiaries does not exceed
10% of UBS Group AG’s nominal share capital (or 20% of UBS Group AG’s 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 Group 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 Group AG’s consolidated financial
statements, own shares are recorded at cost and reported as treasury shares, resulting in a reduction in total shareholders’
equity. Shares held by UBS Group AG or its subsidiaries do not carry any rights to vote at shareholders’ meetings, but are
entitled to the economic benefits applicable to UBS Group AG’s shares generally.
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 Group 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 Group AG is the Swiss parent of a financial group, the
Swiss Financial Market Supervisory Authority FINMA is the only competent authority to open restructuring or liquidation
(bankruptcy) proceedings with respect to UBS Group 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 Group 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 Group 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 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 and a double vote (meaning a vote with and a vote without the conflicted individual) shall take
place. A binding decision on the matter requires the same outcome in both votes. This is subject to exceptional circumstances
in which the best interests of UBS dictate that the member of the BoD or senior management with a conflict of interest shall
not participate in the discussions and decision-making involving the interest at stake.
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.
UBS Group AG, as a listed company, may grant loans to members of its BoD based on the Articles. The Articles restrict UBS
Group AG’s ability to grant loans to BoD members 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.
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). The shares are fully paid up, and there is no
liability of shareholders to further capital calls by UBS Group AG. The shares rank
pari passu
including voting rights, entitlement to dividends, share of the liquidation proceeds in case of the liquidation of UBS Group 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
).
The Articles provide that we may elect to print and deliver certificates for shares at any time. However, shareholders have no
right to request the printing and delivery of certificates for shares or the conversion of the shares into another form.
Net Profits and Dividends
Swiss law requires that at least 5% of the annual net profits of UBS Group 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 Group 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 Group AG only if, based on its audited standalone statements prepared in
accordance with Swiss law, UBS Group 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 Group 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 are allocated to a
special reserve of UBS Group AG).
Annual Report 2025
Share Register
Swiss law and the Articles require UBS Group 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, it will be registered as a
shareholder without voting rights.
In order to register shares in UBS Group 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 our share register.
UBS Group AG’s share register is kept by UBS Shareholder Services, P.O. Box, 8098 Zurich, Switzerland. UBS Shareholder
Services is responsible for the registration of the shares. The share register is split into two parts – a Swiss register, which is
maintained by UBS Group AG, acting as Swiss share registrar, and a US register, which is maintained by Computershare Trust
Company NA, c/o Computershare Investor Services, P.O. Box 505000, Louisville, KY 40233-5000, United States, acting as
US transfer agent.
Transfer of Shares
The transfer of shares constituting intermediated securities (
Bucheffekten
) (within the meaning of the Swiss Federal
Intermediated Securities Act) is effected by entries in securities accounts in accordance with applicable law. The transfer of
shares that do not constitute intermediated securities is effected by way of a written declaration of assignment and may require
notice to UBS Group AG.
Shareholders’ Meetings
A shareholders’ meeting is convened by the Board of Directors (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 published in the Swiss Official Gazette of Commerce. 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 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;
●
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.
Votes and elections are generally conducted electronically to ascertain the exact number of votes cast. Voting by a show of
hands is possible if a clear majority is predictable. Shareholders representing at least 3% of the votes represented may always
request that a vote or election take place electronically or by a written ballot.
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 are made by publication in the Swiss Official Gazette of Commerce. The BoD may designate further
means of communication for publishing notices to shareholders.
Mandatory Tender Offer
Under the applicable provisions of the Swiss Financial Market Infrastructure Act, anyone who directly or indirectly or acting in
concert with third parties acquires more than 33 1/3% of the voting rights (whether exercisable or not) of a Swiss-listed
company will have to submit a takeover bid to acquire all other listed equity securities of such company. A waiver from the
mandatory bid rule may be granted by the Swiss Takeover Board or the Swiss Financial Market Supervisory Authority
FINMA. If no waiver is granted, the mandatory takeover bid must be made pursuant to the procedural rules set forth in the
Swiss Financial Market Infrastructure Act and its implementing ordinances.
Annual Report 2025
E—Taxation.
This section outlines the material Swiss tax and US federal income tax consequences of the ownership of UBS Group AG's
ordinary shares (defined as "UBS ordinary shares " in this section) by a US holder (as defined below) who holds UBS ordinary
shares as capital assets. This discussion addresses only US federal income taxation and Swiss income and capital taxation and
does not discuss all of the tax consequences that may be relevant to holders in light of their individual circumstances, including
other foreign tax consequences, state or local tax consequences, estate and gift tax consequences, and tax consequences arising
under the Medicare contribution tax on net investment income or the alternative minimum tax. It is designed to explain the
major interactions between Swiss and US taxation for US persons who hold UBS ordinary shares.
The discussion does not address the tax consequences to persons who hold UBS ordinary shares in particular circumstances,
such as tax-exempt entities, banks, financial institutions, life insurance companies, broker-dealers, traders in securities that
elect to use a mark-to-market method of accounting for securities holdings, holders that actually or constructively own 10% or
more of the total combined voting power of the voting stock of UBS Group AG or of the total value of stock of UBS Group
AG, holders that hold UBS ordinary shares as part of a straddle or a hedging or conversion transaction, holders that purchase or
sell UBS ordinary shares as part of a wash sale for tax purposes or holders whose functional currency for US tax purposes is
not the US dollar. This discussion also does not apply to holders who acquired their UBS ordinary shares through a tax-
qualified retirement plan, nor generally to unvested UBS ordinary shares held under deferred compensation arrangements.
If a partnership (or other entity treated as a partnership for US federal income tax purposes) holds UBS ordinary shares, the US
federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the
partnership. A partner in a partnership holding the UBS ordinary shares should consult its tax advisor with regard to the US
federal income tax treatment of an investment in the ordinary shares.
The discussion is based on the tax laws of Switzerland and the United States, including the US Internal Revenue Code of 1986,
as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and
court decisions, as in effect on the date of this document, as well as the Convention between the United States of America and
the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income (the “Treaty”), all of which
may be subject to change or change in interpretation, possibly with retroactive effect.
For purposes of this discussion, a “US holder” is any beneficial owner of UBS ordinary shares that is for US federal income
tax purposes:
●
A citizen or resident of the United States;
●
A domestic corporation or other entity taxable as a corporation;
●
An estate, the income of which is subject to US federal income tax without regard to its source; or
●
A trust, if a court within the United States is able to exercise primary supervision over the administration of the trust
and one or more US persons have the authority to control all substantial decisions of the trust.
Holders of UBS ordinary shares are urged to consult their tax advisors regarding the US federal, state and local and the Swiss
and other tax consequences of owning and disposing of these shares in their particular circumstances.
Dividends and Distributions
Dividends paid by UBS Group AG to a holder of UBS ordinary shares (including dividends on liquidation proceeds and stock
dividends) are in principle subject to a Swiss federal withholding tax at a rate of 35%.
Under the Capital Contribution Principle, the repayment of capital contributions, including share premiums made by the
shareholders after December 31, 1996 is in principle not subject to Swiss withholding tax if certain requirements regarding the
booking of these capital contributions are met.
Swiss companies listed on a Swiss stock exchange such as UBS Group AG can repay reserves from capital contributions to
their shareholders without deduction of Swiss withholding tax only if they distribute at least the same amount of taxable
dividends. For this reason UBS Group AG pays half of the dividend from capital contribution reserves and half of the dividend
from taxable dividends which is subject to 35% Swiss withholding tax.
Annual Report 2025
A US holder resident in the US that qualifies for Treaty benefits may apply for a refund of the withholding tax withheld in
excess of the 15% Treaty rate (or for a full refund in case of qualifying retirement arrangements). The claim for refund must be
filed with the Swiss Federal Tax Administration, Eigerstrasse 65, CH-3003 Berne, Switzerland no later than December 31 of
the third year following the end of the calendar year in which the income subject to withholding was due. The form used for
obtaining a refund is one of the Swiss Tax Forms 82 (82 C for US companies; 82 E for other US entities; 82 I for individuals;
82 R for regulated investment companies), which may be obtained from the Swiss Federal Tax Administration at the address
above or downloaded from the web page of the Swiss Federal tax Administration. The form must be filled out in triplicate with
each copy duly completed and signed before a notary public in the United States. The form must be accompanied by evidence
of the deduction of withholding tax withheld at the source.
A US holder resident outside the US may be eligible for a withholding tax reclaim. If the US holder is resident in Switzerland,
a full reclaim based on the Swiss withholding tax Act is possible provided all necessary conditions are met. A US holder
resident neither in the US nor in Switzerland may be eligible for a partial reclaim provided that a Treaty between Switzerland
and the country of residence is applicable and that all necessary conditions are met.
Transfers of UBS Ordinary Shares
The purchase or sale of UBS ordinary shares, whether by Swiss resident or non-resident holders (including US holders), may
be subject to a Swiss securities transfer stamp duty of up to 0.15% calculated on the purchase price or sale proceeds if it occurs
through or with a bank or other securities dealer as defined in the Swiss Federal Stamp Tax Act in Switzerland or the
Principality of Liechtenstein. In addition to the stamp duty, the sale of UBS ordinary shares by or through a member of a
recognized stock exchange may be subject to a stock exchange levy.
Capital gains realized by a US holder upon the sale of UBS ordinary shares are not subject to Swiss income or gains taxes,
unless such US holder holds such shares as business assets of a Swiss business operation qualifying as a permanent
establishment. In the latter case, gains are taxed at ordinary Swiss individual or corporate income tax rates, as the case may be,
and losses are deductible for purposes of Swiss income taxes. Furthermore, a US holder who is an individual resident in
Switzerland and holds such shares as business assets (as he qualifies as a professional trader of securities as per Swiss tax law)
may be liable to Swiss income taxes on gains.
(b) Ownership of UBS Ordinary Shares - US Federal Income Taxation
The tax treatment of the UBS ordinary shares will depend in part on whether or not UBS Group AG is classified as a passive
foreign investment company, or PFIC, for US federal income tax purposes. Except as discussed below under “—Passive
Foreign Investment Company (PFIC) Rules”, this discussion assumes that UBS Group AG is not classified as a PFIC for
United States federal income tax purposes.
Dividends and Distributions
A US holder will include in gross income and treat as a dividend the gross amount of any distribution paid, before reduction
for Swiss withholding taxes, by UBS Group AG out of its current or accumulated earnings and profits (as determined for US
federal income tax purposes), other than certain pro-rata distributions of UBS ordinary shares, when the distribution is actually
or constructively received by the US holder. Distributions in excess of current and accumulated earnings and profits (as
determined for US federal income tax purposes) will be treated as a return of capital to the extent of the US holder’s basis in its
UBS ordinary shares and thereafter as capital gain. However, UBS Group AG does not expect to calculate earnings and profits
in accordance with US federal income tax principles. Accordingly, a US holder should expect to generally treat distributions
made on UBS ordinary shares as dividends.
Dividends paid to a noncorporate US holder that constitute qualified dividend income will be taxable to the holder at
preferential rates, provided that the holder has a holding period in the shares of more than 60 days during the 121-day period
beginning 60 days before the ex-dividend date and meets other holding period requirements. Dividends paid by UBS Group
AG with respect to the ordinary shares will generally be qualified dividend income provided that, in the year that the US holder
receives the dividend, the UBS ordinary shares are readily tradable on an established securities market in the United States.
The UBS ordinary shares are listed on the New York Stock Exchange, and UBS Group AG therefore expects that dividends
will be qualified dividend income.
For US federal income tax purposes, a dividend will include a distribution characterized under Swiss law as a repayment of
capital contributions if the distribution is made out of current or accumulated earnings and profits, as described above.
Dividends will generally be income from sources outside the United States for foreign tax credit limitation purposes, and will
generally be "passive" income for purposes of computing the foreign tax credit allowable to the holder. However, if (a) we are
50% or more owned, by vote or value, by US persons and (b) at least 10% of our earnings and profits are attributable to
sources within the United States, then for foreign tax credit purposes, a portion of our dividends would be treated as derived
from sources within the United States. With respect to any dividend paid for any taxable year, the US source ratio of our
dividends for foreign tax credit purposes would be equal to the portion of our earnings and profits from sources within the
United States for such taxable year, divided by the total amount of our earnings and profits for such taxable year. Special rules
apply in determining the foreign tax credit limitation with respect to dividends that are subject to preferential rates. The
dividend will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends
received from other US corporations.
Annual Report 2025
Dividends on the UBS ordinary shares are taxable to a US holder when the US holder receives the dividends, actually or
constructively. In the case of dividends that are paid in Swiss francs, the amount of the dividend distribution included in
income of a US holder will be the US dollar value of the Swiss franc payments made, determined at the spot Swiss franc/US
dollar rate on the date such dividend distribution is includible in the income of the US holder, regardless of whether the
payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during
the period from the date the dividend payment is included in income to the date such dividend payment is converted into US
dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified
dividend income. Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit
limitation purposes.
Subject to US foreign tax credit limitations, the nonrefundable Swiss tax withheld and paid over to Switzerland will generally
be creditable or deductible against the US holder’s US federal income tax liability. Special rules apply in determining the
foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a reduction or
refund of the tax withheld is available to a US holder under the laws of Switzerland or under the Treaty, the amount of tax
withheld that is refundable will not be eligible for credit against the US holder’s US federal income tax liability, whether or not
the refund is actually obtained. See “(a) Ownership of UBS Ordinary Shares – Swiss Taxation” above, for the procedures for
obtaining a tax refund.
Transfers of UBS Ordinary Shares
A US holder that sells or otherwise disposes of UBS ordinary shares generally will recognize capital gain or loss for US federal
income tax purposes equal to the difference between the US dollar value of the amount realized and its tax basis, determined in
US dollars, in such UBS ordinary shares. Capital gain of a non-corporate US holder is generally taxed at preferential rates if
the UBS ordinary shares were held for more than one year. The gain or loss will generally be income or loss from sources
within the United States for foreign tax credit limitation purposes. A US holder will not be allowed a foreign tax credit in
respect of any stamp duty or stock exchange levy that is imposed upon a transfer of UBS ordinary shares.
Passive Foreign Investment Company (PFIC) Rules
UBS Group AG believes that it should not currently be classified as a PFIC for US federal income tax purposes, and it does not
expect to become a PFIC in the foreseeable future. However, this conclusion is a factual determination made annually and
thus may be subject to change. In addition, UBS Group AG’s current position that it is not currently, and it does not expect to
become, a PFIC is based on the position that UBS Group AG qualifies for a special rule that treats income recognized by a
bank in the active conduct of a banking business as active income for PFIC purposes (the “active bank exception”). It is
possible, however, that UBS Group AG may not satisfy the requirements of the active bank exception in the current or a future
taxable year, or that the U.S. Internal Revenue Service may issue guidance in the future under which UBS Group AG would
not satisfy the requirements of the active bank exception. It is therefore possible that UBS Group AG could become a PFIC in
a future taxable year. In general, UBS Group AG will be a PFIC with respect to a US holder if, for any taxable year in which
the US holder held UBS ordinary shares, either (i) at least 75% of the gross income of UBS Group AG for the taxable year is
passive income or (ii) at least 50% of the value, determined on the basis of a quarterly average, of UBS Group AG’s assets is
attributable to assets that produce or are held for the production of passive income (including cash). “Passive income”
generally includes dividends, interest, gains from the sale or exchange of investment property rents and royalties and certain
other specified categories of income. If a foreign corporation owns at least 25% by value of the stock of another corporation,
the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other
corporation, and as receiving directly its proportionate share of the other corporation's income.
If UBS Group AG were to be treated as a PFIC, special rules apply with respect to (i) any gain a US holder realizes on the sale
or other disposition of UBS ordinary shares, and (ii) any excess distribution that UBS Group AG makes to a US holder
(generally, any distributions to the US holder during a single taxable year, other than the taxable year in which the US holder’s
holding period in the UBS ordinary shares begins, that are greater than 125% of the average annual distributions received by
the US holder in respect of the UBS ordinary shares during the three preceding taxable years or, if shorter, the US holder’s
holding period for the UBS ordinary shares that preceded the taxable year in which the US holder receives the distribution).
Under these rules: (i) the gain or excess distribution will be allocated ratably over the US holder’s holding period for the UBS
ordinary shares, (ii) the amount allocated to the taxable year in which the US holder realized the gain or excess distribution or
to prior years before the first year in which UBS Group AG is a PFIC with respect to the US holder will be taxed as ordinary
income, (iii) the amount allocated to each other prior year will be taxed at the highest tax rate in effect for that year, and (iv)
the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such
year.
Special rules apply for calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC. With
certain exceptions, a US holder’s UBS ordinary shares will be treated as stock in a PFIC if UBS Group AG was a PFIC at any
time during the holder’s holding period in the UBS ordinary shares. In addition, dividends received from UBS Group AG
would not be eligible for the preferential tax rate applicable to qualified dividend income if UBS Group AG were to be treated
as a PFIC either in the taxable year of the distribution or the preceding taxable year, but would instead be taxable at rates
applicable to ordinary income. If a US holder owns UBS ordinary shares during any year that UBS Group AG is PFIC with
respect to the US holder, the US holder may be required to file Internal Revenue Service Form 8621.
Annual Report 2025
Item 19. Exhibits.
Exhibit
number
Description
1.1
. (Incorporated by reference to Form 6-K of UBS
Group AG filed on April 17, 2025)
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)
4.1
(Incorporated by reference to Exhibit 4.20 to UBS's Annual Report on Form 20-F for the fiscal year
ended December 31, 2020)
4.2
.
(Incorporated by reference to Exhibit 4.21 to UBS's Annual Report on Form 20-F for the fiscal year
ended December 31, 2020)
4.3
(Incorporated by reference to Exhibit 4.22 to UBS's Annual Report on Form 20-F for the fiscal year
ended December 31, 2020)
4.4
(Incorporated by reference to Exhibit 4.18 to UBS's Annual Report on Form 20-F for the fiscal year
ended December 31, 2021)
4.5
(Incorporated by reference to Exhibit 4.19 to UBS's Annual Report on Form 20-F for the fiscal year
ended December 31, 2021)
4.6
(Incorporated by reference to Exhibit 4.20 to UBS's Annual Report on Form 20-F for the fiscal year
ended December 31, 2021)
4.7
ended December 31, 2021)
4.8
ended December 31, 2022)
4.9
Report on Form 20-F for the fiscal year ended December 31, 2023)
4.10
Report on Form 20-F for the fiscal year ended December 31, 2023)
4.11
. (Incorporated by reference to Exhibit 4.18 to UBS's Annual Report on Form 20-F for the fiscal year
ended December 31, 2023)
4.12
. (Incorporated by reference to Exhibit 4.19 to UBS's Annual Report on
Form 20-F for the fiscal year ended December 31, 2023)
4.13
. (Incorporated by reference to Exhibit 4.20 to UBS's Annual Report on
Form 20-F for the fiscal year ended December 31, 2023)
4.14
(Incorporated by reference to Exhibit 4.19 to UBS's Annual Report on Form 20-F for the fiscal year
ended December 31, 2024)
Annual Report 2025
4.15
(Incorporated by reference to Exhibit 4.20 to UBS's Annual Report on Form
20-F for the fiscal year ended December 31, 2024)
4.16
(Incorporated by reference to Exhibit 4.21 to UBS's Annual
Report on Form 20-F for the fiscal year ended December 31, 2024)
4.17
(Incorporated by reference to Exhibit 4.22 to UBS's Annual Report on
Form 20-F for the fiscal year ended December 31, 2024)
4.18
(Incorporated by reference to Exhibit 4.23 to UBS's Annual Report on
Form 20-F for the fiscal year ended December 31, 2024)
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
(Incorporated by
reference to Form 6-K of UBS AG filed on June 17, 2015)
4.27
4.28
8
Significant Subsidiaries of UBS Group AG.
Please see Note 27 to the Financial Statements (
Interests in subsidiaries and other entities),
the Annual Report.
11.1
11.2
(Incorporated by
reference to Exhibit 11.2 to UBS Group 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 Group 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 Group AG
_/s/ Sergio Ermotti ____________
Name: Sergio Ermotti
Title: Group Chief Executive Officer
_/s/ Todd Tuckner ______________
Name: Todd Tuckner
Title: Group Chief Financial Officer
_/s/ Steffen Henrich_____________
Name: Steffen Henrich
Title: Group Controller
Date: March 9, 2026
Our external reporting approach
The scope and content of our external reports are determined by Swiss legal and regulatory requirements, accounting
standards, relevant stock and debt listing rules, including regulations promulgated by the Swiss Financial Market
Supervisory Authority (FINMA), the SIX Swiss Exchange, the US Securities and Exchange Commission (the SEC) and other
regulatory requirements, as well as by our financial reporting policies.
At the center of our external reporting approach is the annual report of the UBS Group, which consists of disclosures for
UBS Group AG and its consolidated subsidiaries. We also provide a separate annual report for UBS AG on a sub-
consolidated basis. Both of the aforementioned annual reports are the basis for the corresponding 2025 SEC Form 20-F
filings for UBS Group AG and UBS AG. For filing purposes in the European Union, the UBS AG Annual Report also includes
disclosures required by the EU Non-financial Reporting Directive (the NFRD) and the EU Taxonomy Regulation.
Annual Reports
The UBS Group Annual Report 2025 and the UBS AG Annual Report 2025 include the consolidated financial statements
of UBS Group AG and UBS AG, respectively, and together provide comprehensive information about our Group, including
strategy, businesses, financial and operating performance, and other key information.
The consolidated financial statements of UBS Group AG and UBS AG have been prepared in accordance with IFRS
Accounting Standards. The sections within “Risk, capital, liquidity and funding, and balance sheet“ include certain
audited financial information, which forms part of the consolidated financial statements. The UBS Group and UBS AG
reports are presented in US dollars.
The UBS Group Annual Report 2025 is partly translated into German.
Sustainability Report
The UBS Group Sustainability Report 2025 provides our Swiss-law-governed disclosures on environmental, social and
governance (ESG) topics.
Standalone reports of UBS Group AG and significant regulated entities
We publish separate 2025 statutory financial statements for UBS Group AG, which are the basis for our proposed
appropriation of total profit and dividend distribution, subject to shareholder approval at the Annual General Meeting.
We also publish standalone reports for UBS AG and UBS Switzerland AG. Selected financial and regulatory key figures
for our significant regulated subsidiaries and sub-groups are included in the UBS Group Annual Report.
Pillar 3 Report of UBS Group AG including significant regulated entities and sub-groups
The Pillar 3 Report as of 31 December 2025 provides detailed quantitative and qualitative information about risk, capital,
leverage, and liquidity and funding for the UBS Group and prudential key figures and regulatory information for our
significant regulated subsidiaries and sub-groups. Scopes subject to disclosure are UBS Group AG consolidated, UBS AG
consolidated and standalone, UBS Switzerland AG standalone, UBS Europe SE consolidated, UBS Americas Holding LLC
consolidated and Credit Suisse International standalone.
Contents
1
Our strategy, business model and
environment
2
Financial and
operating performance
3
Risk, capital, liquidity and funding,
and balance sheet
4
Corporate governance
and compensation
5
Financial statements
6
Significant regulated subsidiary and sub-
group information
7
Additional
regulatory information
A
Appendix
Annual Report 2025 |
Letter to shareholders 2
Dear shareholders,
The year 2025 proved another pivotal chapter for UBS. We helped clients navigate a complex global environment,
delivered excellent financial performance, fulfilled our commitments to stakeholders and rewarded shareholders with
attractive capital returns. Our unique global business model was the bedrock for these achievements, enabling clients to
manage uncertainty and seize new opportunities.
We also made decisive progress with the integration of Credit Suisse, one of the most complex mergers in banking history.
This further strengthened our position as the world’s only truly global wealth manager and Switzerland’s leading bank,
supported by strong capabilities in asset management and investment banking.
Our performance puts us firmly on track to meet our targets for the end of 2026 and beyond. We are proud of what we
have accomplished together and remain committed to delivering sustainable growth and long-term value for our clients,
shareholders, employees and the communities where we live and work.
We advanced our integration of Credit Suisse at pace
In 2025, we achieved several of the most important milestones in integrating Credit Suisse, including the bulk of the
client account migrations.
We transitioned all client accounts booked outside of Switzerland and 85% of those booked in Switzerland to UBS
platforms and are on track to carry out the remaining client transfers by the end of March. We also finished the integration
of Asset Management (AM), including the final portfolio migrations onto UBS platforms.
After delivering further efficiency improvements, we exceeded our cost-reduction targets, with cumulative gross cost
savings reaching USD 10.7
billion in 2025, above our guidance of around USD 10 billion. This reflects our progress in
decommissioning legacy technology applications and infrastructure, and in simplifying our legal entity structure. We
identified an additional USD 0.5 billion of incremental gross cost savings, taking the planned cumulative total to
USD 13.5 billion by the end of 2026.
Our Non-core and Legacy (NCL) unit continued to wind down non-strategic positions and reduce exposures. Since its
inception in 2023, NCL has freed up USD
8
billion of capital and reduced its risk-weighted assets by two-thirds and its
underlying operating expenses by around 80% compared with the full-year
2022 baseline. We also exited the costliest
debt inherited from Credit Suisse, which was issued at distressed spreads prior to the acquisition, and resolved several
outstanding legacy litigation matters.
Our efforts in streamlining our post-acquisition balance sheet are complete. This gives us confidence that over the
economic cycle we will be capable of delivering revenues of around 10% on our average risk-weighted assets. That
stronger footing, coupled with the capital efficiency embedded in how we allocate resources across the Group, means
we are well positioned to deploy incremental balance sheet to support profitable revenue growth across our core
businesses.
Our progress so far has kept us on track to substantially complete the integration by the end of 2026 and meet our 2026
exit-rate targets.
We achieved excellent financial results
Our 2025 financial performance was excellent based on strong operating leverage, with net profit rising 53% year on
year to USD 7.8 billion and Group invested assets surpassing USD
7
trillion for the first time. Underlying profit before tax
rose by 33% to USD 11.7
billion, while reported profit before tax increased by 30% to USD 8.9
billion.
Total operating expenses on a reported basis decreased by around 2.5% year-on-year to USD
40.2
billion, and around
2.3% to USD 35.6
billion on an underlying basis. This reflects our successful cost-reduction initiatives in driving integration
synergies, which helped improve the Group’s reported cost / income ratio to 81.1%, or 74.4% on an underlying basis.
All regions made a strong contribution to our full-year performance, underscoring the power of our diversified model
and unrivaled global connectivity. Switzerland remains our anchor, making the largest contribution to our underlying pre-
tax profit across core businesses and achieving solid year-on-year growth. Outside of Switzerland, each region – Asia
Pacific, EMEA and the Americas – delivered robust underlying profitability and growth. These results provide clear
evidence that our scale, reach and disciplined integration are building a more balanced earnings profile, positioning us
to perform through the cycle and to capitalize on growth opportunities.
Global Wealth Management (GWM), our largest division, continued to deliver growth with reported profit before tax
rising to USD 5.2 billion and USD
6.3 billion on an underlying basis. GWM’s full-year underlying revenues grew by 7.4%
to USD
25.4
billion, as we continued to leverage our global reach, regional expertise and connectivity with the Investment
Bank (IB), AM and Personal & Corporate Banking (P&C) to deliver advice and solutions to clients.
Annual Report 2025 |
Letter to shareholders 3
The reported profit before tax for P&C was CHF 2.1
billion and CHF 2.4
billion on an underlying basis. Our custody assets
increased, due in part to healthy growth in net new investment products in 2025.
P&C’s performance in 2025 reflects
our commitment to stay close to clients while executing one of the industry’s most complex client account migrations
ever.
In AM, reported profit before tax increased to USD 719
million, and USD
975
million on an underlying basis, reflecting
positive operating leverage and the substantial completion of our integration priorities. Net new money reached USD
30.4
billion.
The IB saw reported profit before tax rise by nearly half to USD 2.8 billion and USD
2.7
billion on an underlying basis.
Global Markets delivered its best full-year revenues since 2013, increased its market share in equities, Foreign Exchange
and precious metals, and was recognized by
Euromoney
We generated attractive capital returns
We maintained a robust capital position, with a reported common equity tier 1 (CET1) ratio of 14.4% and a CET1 leverage
ratio of 4.4%, both comfortably above our guidance.
At the same time, our performance enables us to fulfill our commitment to you, our shareholders, to provide sustainably
higher returns. In 2025, our shareholders benefited from USD 6.4 billion in total capital returns, with USD 3.4 billion
coming in the form of planned dividends and the rest as share repurchases.
For the 2025 financial year, the Board of Directors intends to propose a dividend of USD
1.10 per share, an increase of
22% year over year, subject to approval at the Annual General Meeting.
In 2026, we are accruing for a mid-teen percentage increase in dividend per share. We also intend to repurchase USD 3
billion of shares in 2026, with the aim to do more. The amount of additional buybacks is subject to further clarity around
the future regulatory regime in Switzerland, our financial performance and maintaining a CET1 capital ratio of around
14%.
Beyond 2026, we intend to continue to pursue a progressive dividend, complemented by share repurchases that will be
calibrated based on our financial results, our capital ratio and the final outcome, and timing, of the implementation of
the new regulatory regime in Switzerland.
We continued to be a pillar of Swiss prosperity
In 2025, we were a steadfast partner to Swiss businesses and households. Our balance sheet for all seasons enabled us
to grant or renew around CHF 80 billion in loans, part of our continued commitment of approximately CHF 350
billion
in total lending to support growth and opportunities across Switzerland.
As the country’s third-largest private employer, and a purchaser of nearly CHF 4
billion of Swiss goods and services each
year, we play a vital role in supporting the Swiss economy. Our longstanding presence has helped cultivate talent across
the financial sector and beyond, with many industry leaders having developed their expertise at UBS or one of its
predecessors. As a partner to the Swiss economy, we stand at the center of a vibrant and diversified financial ecosystem,
supporting innovative start-ups and investing in the future. By scaling innovation and fostering partnerships, we help
create new jobs and ensure Switzerland continues to punch above its weight on many economic measures.
As the leading player in wealth management in Switzerland, our firm, along with other financial institutions, contributes
to a healthy funding environment in our home nation. Together we attract international assets that increase the supply
of funds and help keep interest rates lower for Swiss families and businesses, directly supporting national prosperity.
The financial center provides other benefits to Switzerland as well. It accounts for over 5% of jobs and around 9% of
gross domestic product.
And in recent years the financial sector has often paid more than one-third of all corporate taxes
– a huge contribution to fiscal revenue. UBS, Credit Suisse and their employees have paid around CHF 24
billion in Swiss
taxes over the past decade alone.
Annual Report 2025 |
Letter to shareholders 4
Colm Kelleher
Chairman of the Board of Directors
Sergio
P.
Ermotti
Group Chief Executive Officer
We support proportionate, targeted and internationally aligned regulation
In June 2025, the Swiss Federal Council published its proposals for amendments to Switzerland’s banking regulation. Our
firm fully supports the Council’s ambition for Switzerland to remain one of the world’s leading financial centers with an
internationally competitive large bank at its core. We also recognize that amending Swiss banking regulation is a complex,
multi-year political process, which, since the commencement of this process, has introduced uncertainty and negatively
impacted the relative performance of our share price compared to our peers.
So far, two public consultations have taken place, to which we have submitted responses. We remain committed to
engaging constructively on behalf of our clients, shareholders, employees and other stakeholders.
Robust oversight is essential for a healthy financial center. At the same time, all parties agree that any regulatory
amendments must be targeted, proportionate and internationally aligned. Experience shows that past idiosyncratic crises
in the banking sector mostly stemmed from poor business strategy and risk management, not from insufficient capital
requirements. By granting substantial regulatory concessions and not publicly communicating early on about Credit
Suisse’s weaknesses, the Swiss authorities enabled Credit Suisse to muddle through and avoid the market’s discipline,
forestalling timely action to adjust its business model.
Regulation works best when it fosters financial stability without stifling innovation or damaging competitiveness.
Excessive or narrowly focused regulation risks undermining the very strengths that have made Swiss banking a global
benchmark. Overly restrictive measures lead to higher costs for clients and the broader economy and reduce the
international competitiveness of the country’s financial sector. The goal should be to preserve Switzerland’s unique
advantages while ensuring that its regulatory environment stays resilient and forward-looking.
With the integration of Credit Suisse, we are creating an even more resilient firm, not only for our shareholders, clients
and employees, but for all stakeholders and the whole of Switzerland. Protecting and expanding Switzerland’s
competitiveness is an obligation shared by both political and economic spheres. If we walk down this path together,
Switzerland will remain successful. It will remain a country that proves time and again how much can be achieved by
acting with clarity, responsibility and foresight
We have positioned our firm for growth
With most of the integration work behind us, we are well placed to harvest the full benefits of the acquisition and
produce sustainably higher returns, building toward our ambition to restore and surpass pre-acquisition levels of
profitability.
Our strategy is stronger than ever. It is anchored in our unique, globally diversified business model, which underpins the
breadth and depth of our franchise and enables us to serve clients across regions and market cycles. We are committed
to remaining the world’s only truly global wealth manager and the number one Swiss universal bank, with a leading
Asset Management franchise and a competitive and focused Investment Bank. This approach allows us to offer the best
service for clients while maintaining disciplined risk and cost management and delivering attractive capital returns.
With that in mind, we have set our ambitions for 2028, including a reported return on CET1 capital of approximately
18% and a reported cost / income ratio of around 67%, based on the current capital framework and assuming a CET1
capital ratio of around 14%. Each core business division will play a part, and each has clear profitability ambitions.
To get there, we have reiterated ambitious 2026 exit-rate targets. These include achieving an underlying return on CET1
capital of approximately 15% and reducing our underlying cost / income ratio to below 70%. These targets reflect our
commitment to both profitability and efficiency.
Annual Report 2025 |
Letter to shareholders 5
We also aim to maintain a robust capital position, with a CET1 capital ratio of around 14% and a CET1 leverage ratio
above 4%. These goals underscore our disciplined approach toward a strong capitalization of our firm as we finish the
final stages of the Credit Suisse integration and continue to unlock new opportunities for growth.
In the US, we advanced our strategy in 2025 by applying for a national bank charter, an important step in improving our
performance in the world’s largest wealth market. Over time, this will allow us to build a platform offering a broader
suite of banking products to clients, including traditional bank accounts. This application received conditional approval
in January 2026.
Crucially, our firm continues to deepen collaboration across divisions, regions and functions, strengthening our One Bank
concept to bring the full power of our franchise to clients. This integrated approach, combined with a focus on high-
growth segments, such as high net worth clients, alternatives and banking, puts us in a position to capture new
opportunities and expand our market share in key regions. Our unified culture is the cornerstone of our long-term success.
This risk-aware mindset empowers every employee to do the right thing, keeps clients at the heart of our actions and
fosters pride in being part of a trusted, resilient firm.
We are harnessing the power of AI and technology
In 2025, we accelerated artificial intelligence (AI) implementation to increase employee productivity and enhance client
service. Using AI-powered chatbots we’re delivering seamless, instant mobile banking support for 1.2
million clients, and
our analytics tools in call centers are providing instant insights to improve service and boost efficiency. We’re enabling
our people to work smarter and faster through our in-house AI assistant, Red, and Microsoft 365 Copilot, which are now
deployed across the firm. Using digital assistants, we’re advancing the pace and scale of software development and
driving innovation and process reengineering. By the end of 2025, we had 380 live use cases.
We deepened our strategic relationships with technology companies and academia, launching the Oxford-UBS Centre
for Applied AI with the University of Oxford to develop pioneering AI research and solutions to implement at scale across
UBS.
With a client-led approach to digital assets, we are building out core infrastructure and exploring targeted offerings,
focusing on tokenized real-world assets and digital money. For example, we are developing our tokenized money market
fund, uMINT, using our in-house UBS Tokenize service and developing our UBS Digital Cash tokenized deposit solution.
We are also evaluating stablecoin use cases and exploring client access to cryptocurrencies.
We are rooted in responsibility
Long-term success is about more than execution and growth. It is rooted in the responsibility we share to help shape a
more sustainable future – for our clients, for our people and for the communities where we operate. In 2025, we bolstered
the foundations of our sustainability and impact agenda, as set out in our Sustainability Report.
We support clients as they transition to a low-carbon economy, assessing climate-related risks and opportunities across
our business to create value for clients, shareholders and other stakeholders. In 2025, we progressed toward our scope 1
and 2 net zero targets, reducing emissions by 48% through our energy reduction initiatives and renewable electricity
usage. For scope 3, we remain committed to our lending decarbonization targets in key sectors and to further developing
our approach to transition finance.
At the same time, we continued to improve our climate risk management capabilities, including identifying, measuring,
monitoring, managing and reporting climate-related risks, while further embedding regulatory requirements into our
financial risk management and stress testing frameworks. Our efforts remain anchored in our ambition to be a leader in
sustainability. Our progress is reflected in key ESG ratings, with MSCI reaffirming our AA score and continued performance
in the S&P Global Corporate Sustainability Assessment.
Annual Report 2025 |
Letter to shareholders 6
The 2026 Annual General Meeting
At the upcoming
Annual General Meeting, we will propose Markus Ronner to join the Board of Directors of UBS Group
AG as Vice Chairman. We have also nominated Agustín Carstens and Luca Maestri for election to the Board. Lukas
Gähwiler will not stand for re-election. After an exceptionally successful career spanning 45 years, he decided to retire
from his role as Vice Chairman, concluding his long career in banking, which included several leadership roles at UBS.
William C. Dudley and Jeanette Wong also decided to step down after seven years on the Board. We extend our deep
appreciation to those stepping down for their commitment and contributions over the past years.
Also at the
Annual General Meeting, you will be asked to vote on the proposed increase in dividends, the Compensation
Report and the UBS Group Sustainability Report.
Building on our achievements in 2025, we enter 2026 confident in our strategy and our ability to deliver. We are
positioned to generate sustainably higher returns and long-term value for all stakeholders. We are energized by the
opportunities ahead and dedicated to building an even stronger firm.
Thank you for your ongoing support. We look forward to welcoming you to the 2026
Annual General Meeting, which
will take place on 15 April in Basel, Switzerland.
Yours sincerely,
Colm Kelleher Sergio P. Ermotti
Chairman of the Board of Directors Group Chief Executive Officer
Annual Report 2025 |
Letter to shareholders 7
Corporate information
UBS Group AG
under Art. 620ff. of the Swiss Code of Obligations as an Aktiengesellschaft, a
corporation limited by shares. Its registered office is at Bahnhofstrasse 45,
CH-8001 Zurich, Switzerland, telephone +41-44-234 11 11, and its corporate
identification number is CHE-395.345.924. UBS Group AG was incorporated
on 10 June 2014 and was established in 2014 as the holding company of the
UBS Group. UBS Group AG shares are listed on the SIX Swiss Exchange and
on the New York Stock Exchange (ISIN CH0244767585; CUSIP H42097107).
UBS Group AG owns 100% of the outstanding shares in UBS AG.
Contacts
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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
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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
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mediarelations@ubs.com
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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
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For global registered share-related
inquiries in the US.
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P.O. Box 43006
Providence, RI, 02940-3006, USA
Shareholder online inquiries:
www.computershare.com/us/
investor-inquiries
Shareholder website:
computershare.com/investor
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Corporate calendar UBS Group AG
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Publisher: UBS Group 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 Group key figures
As of or for the year ended
USD m, except where indicated
31.12.25
31.12.24
31.12.23
Group results
Total revenues
Negative goodwill
Credit loss expense / (release)
Operating expenses
Operating profit / (loss) before tax
Net profit / (loss) attributable to shareholders
Diluted earnings per share (USD)
1
Profitability and growth
2
Return on equity (%)
3
Return on tangible equity (%)
3
Underlying return on tangible equity (%)
3,4
Return on common equity tier 1 capital (%)
3
Underlying return on common equity tier 1 capital (%)
3,4
Revenues over leverage ratio denominator, gross (%)
3
Cost / income ratio (%)
3,5
Underlying cost / income ratio (%)
3,4,5
Effective tax rate (%)
Net profit growth (%)
3
Resources
2
Total assets
Equity attributable to shareholders
Common equity tier 1 capital
6
Risk-weighted assets
6
Common equity tier 1 capital ratio (%)
6
Going concern capital ratio (%)
6
Total loss-absorbing capacity ratio (%)
6
Leverage ratio denominator
6
Common equity tier 1 leverage ratio (%)
6
Liquidity coverage ratio (%)
7
Net stable funding ratio (%)
Other
Invested assets (USD bn)
3,8
Internal and external personnel
9
Internal personnel (full-time equivalents)
Market capitalization
10,11
Total book value per share (USD)
10
Tangible book value per share (USD)
10
Credit-impaired lending assets as a percentage of total lending assets, gross (%)
3
Cost of credit risk (bps)
3
1 Refer to “Share information and earnings per share” in the “Consolidated financial statements” section of this report for more information. 2 Refer to the “Targets, capital guidance and ambitions” section of this
report for more information about our performance targets. 3 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.
4 Refer to the “Group performance” section of this report for more information about underlying results. 5 Negative goodwill is not used in the calculation as i