瑞银集团 2025年年度报告和过渡报告

(Mark One) ☐REGISTRATIONSTATEMENTPURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGE ACT OF 1934OR☑ANNUAL REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 UBS Group AGCommission file number:1-36764(Exact name of registrant as specified in its charter)Switzerland(Jurisdiction of incorporation or organization)Bahnhofstrasse 45,CH-8001Zurich,Switzerland(Address of principal executive office) Patrick T. Shilling, Esq.11 Madison Ave.New York, New York10010Telephone:212-713-3685(Name, Telephone,E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registeredpursuant to Section 12(g) of the Act:None. Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act:None. Indicate the number of outstanding shares of each of the issuer’s classes of capitalor common stock as of 31 December 2024: UBS Group AGOrdinary shares, par value USD 0.10 per share:3,462,087,722ordinary shares(including 287,262,471 treasury shares) Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not requiredto file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☑Note — Checking the box above will not relieve any registrant required tofile reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 from their obligations under thoseSections. Indicate by check mark whether the registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for thepast 90 days. Indicate by check mark whether the registrant has submitted electronicallyevery Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) duringthe preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer, a non-accelerated fileror anemerging growth company.See the definitions of “large accelerated filer”, “accelerated filer” and“emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statementsin accordance with U.S. GAAP,indicate by check markif the registrant has elected not to use the extended transition period forcomplying with any new or revised financialaccounting standards† provided pursuant to Section 13(a) of the ExchangeAct.☐ † The term “new or revised financial accounting standard” refers to any updateissued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on andattestation to its management’s assessment oftheeffectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that preparedor issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by checkmark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatementsthat required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuantto§240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has usedto prepare the financial statements included in thisfiling: International Financial Reporting Standardsas issued by the International AccountingStandards Board☑ If “Other” has been checked in response to the previous question, indicate bycheck mark which financial statement item theregistrant 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 definedin Rule 12b-2 of theExchange Act) Yes☐No☑ Cautionary Statement:Refer to theCautionary statement regardingforward-looking statementssection in the Annual Report2024(page 387). Cross-reference table Set forth below are the respective items of SEC Form 20-F,and the locations in this document where the correspondinginformation can be found.