edgar1kubs401k2025pr

11-K 1 edgar1kubs401k2025pr.htm edgar1kubs401k2025pr

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM 11-K

ANNUAL REPORT

☒

ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transaction period from

COMMISSION FILE NUMBER 1-36764

Full title of the plan: UBS Financial Services Incorporated of Puerto Rico Savings Plus Plan

Name of issuer of the securities held pursuant to the plan and the address of its principal

executive office:

UBS GROUP AG

Bahnhofstrasse 45

CH-8098, Zurich, Switzerland

UBS FINANCIAL SERVICES INCORPORATED OF

PUERTO RICO SAVINGS PLUS PLAN

Financial Statements and Supplemental Schedule

As of December 31, 2025 and 2024 and

For the Year Ended December 31, 2025

With Report of Independent Registered Public Accounting Firm

UBS FINANCIAL SERVICES INCORPORATED OF

PUERTO RICO SAVINGS PLUS PLAN

Financial Statements and Supplemental Schedule

December 31, 2025 and 2024

and Year Ended December 31, 2025

TABLE OF CONTENTS

Page(s)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits

Statement of Changes in Net Assets Available for Benefits

Notes to Financial Statements

4-10

SUPPLEMENTAL SCHEDULE

Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)

11-13

Signature

Report of Independent Registered Public Accounting Firm

To the Plan Participants and the Plan Administrator of UBS Financial Services Incorporated of Puerto Rico Savings Plus Plan

Opinion on the Financial Statements

We have audited

the accompanying statements

of net assets

available for benefits

of UBS Financial

Services Incorporated of

Puerto

Rico Savings Plus Plan (the Plan) as of December 31, 2025 and 2024, and the related statement of changes in net assets available

for benefits for the year ended December 31, 2025, and the related notes (collectively referred to

as the “financial statements”).

In our opinion,

the financial statements

present fairly,

in all material respects,

the net assets available

for benefits of

the Plan at

December 31, 2025 and 2024, and the changes in its net assets available for benefits for the

year ended December 31, 2025, in

conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial

statements are

the responsibility

of the

Plan’s management.

Our responsibility

is to

express

an opinion

on the

Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be

independent with respect to the Plan in

accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those

standards require that we plan and perform the

audit to obtain reasonable

assurance about whether the

financial statements are free

of material misstatement, whether due

error or fraud.

The Plan is

not required

to have, nor

were we engaged

to perform, an

audit of its

internal control over

financial

reporting. As part of our audits

we are required to obtain an understanding of

internal control over financial reporting but

not for

the purpose of expressing an opinion

on the effectiveness of the Plan’s

internal control over financial reporting. Accordingly,

express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement

of the financial statements, whether due

to error

or fraud, and

performing procedures

that respond

to those risks.

Such procedures

included examining, on

a test basis,

evidence regarding

the amounts and

disclosures in the

financial statements. Our

audits also included

evaluating the accounting

principles used

and significant

estimates made

by management,

as well

as evaluating

the overall

presentation of

the financial

statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedule Required by ERISA

The

accompanying

supplemental

schedule

assets

(held

end

year)

December

31,

2025

(referred

the

“supplemental schedule”), has been subjected

to audit procedures performed in conjunction

with the audit of the

Plan’s financial

statements. The information in

the supplemental schedule is

the responsibility of

the Plan’s management. Our

audit procedures

included

determining

whether

the

information

reconciles

the

financial

statements

the

underlying

accounting

and

other

records,

as applicable,

and performing

procedures

to test

the completeness

and accuracy

of the

information presented

in the

supplemental schedule.

In forming

our opinion

on the

information, we

evaluated whether

such information,

including its

form

and content, is presented in

conformity with the Department

of Labor’s Rules and

Regulations for Reporting and Disclosure

under

the Employee Retirement Income Security

Act of 1974. In our

opinion, the information is fairly

stated, in all material respects,

relation to the financial statements as a whole.

/s/ Ernst & Young LLP

We have served as the Plan’s auditor since 2000.

New York, New York

June 29, 2026

UBS FINANCIAL SERVICES INCORPORATED OF

PUERTO RICO SAVINGS PLUS PLAN

Statements of Net Assets Available for Benefits

As of December 31, 2025 and 2024

2025

2024

ASSETS

Investments, at fair value

$64,812,290

$55,855,971

Notes receivable from participants

780,254

923,592

Investment income receivable

16,869

18,376

Contributions receivable

Participant Contributions receivable

23,291

9,576

Company, net of forfeitures

473,417

541,256

Total assets

66,106,121

57,348,771

LIABILITIES

Accrued expenses

3,522

3,459

Total liabilities

3,522

3,459

Net assets available for benefits

$66,102,599

$57,345,312

The accompanying notes are an integral part of these financial statements.

UBS FINANCIAL SERVICES INCORPORATED OF

PUERTO RICO SAVINGS PLUS PLAN

Statement of Changes in Net Assets Available for Benefits

For the Year December 31, 2025

2025

ADDITIONS TO NET ASSETS

Investment income

Net appreciation in the fair value of investments

$7,068,504

Dividend and interest income

1,808,355

Net investment Income

8,876,859

Interest income on notes receivable from participants

49,611

Contributions

Participants

1,341,138

Company, net of forfeitures

1,032,405

Total contributions

2,373,543

Total additions

11,300,013

DEDUCTIONS FROM NET ASSETS

Distributions to participants

2,523,575

Administrative expenses

19,151

Total deductions from net assets

2,542,726

Net increase in net assets available for benefits

8,757,287

Net assets available for benefits

Beginning of year

57,345,312

End of year

$66,102,599

The accompanying notes are an integral part of these financial statements.

UBS FINANCIAL SERVICES INCORPORATED OF

PUERTO RICO SAVINGS PLUS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

NOTE 1

DESCRIPTION OF THE PLAN

The

following

description of

the

UBS

Financial Services

Incorporated of

Puerto

Rico Savings

Plus Plan

(the

Plan)

provides

only

general information. Participants should refer to the Plan Document for a more complete description of the Plan’s provisions and

detailed definitions of several terms of the Plan.

General

Effective

July

31,

2021,

UBS

Financial

Services

Inc

(the

Company)

became

the

Plan

Sponsor

for

the

Plan

when

UBS

Financial

Services

Incorporated

Puerto

Rico

was

merged

with

the

parent

company

UBS

Financial

Services

Inc.

The

Plan,

defined

contribution plan, provides retirement benefits

to eligible employees of

UBS Financial Services and

any of its subsidiaries

who have

adopted

the

Plan

and

are

residents

Puerto

Rico.

Subject

certain

exceptions,

all

full-

and

part-time

employees

the

Company’s U.S. payroll

platform that are

residents of Puerto

Rico are eligible

to participate in

the Plan upon

completion of one

hour of service.

The Plan is

subject to the

provisions of the

Employee Retirement Income

Security Act of

1974 (ERISA), as

amended.

The Plan

is administered

by the

Company’s Plan

Administrator (Employee

Benefits Committee

of UBS

AG). Northern

Trust

(the

Custodian) is the custodian of the

assets and the UBS Trust

Company of Puerto Rico (the Trustee)

is the trustee. Alight (formerly

Aon Hewitt) is the Plan’s record-keeper and Mercer serves as the Plan’s investment advisor.

The Plan is established

under the laws of Puerto

Rico and is subject

to Puerto Rico’s contribution

limits. All other features

of the

Plan are similar to those of the UBS 401(k) Plan.

For a summary of investment options in the Plan, refer to Note 3.

Plan Amendments

The Plan, as

restated for

January 1,

2017, and amended,

as executed and

adopted on October

20, 2017, December

27, 2017,

November 2, 2018, May 4, 2020, July 1, 2021, July 27, 2021 and, most recently, on October

22, 2024 to reflect a change in the

Plan's

governance

structure,

including

naming

the

Employee

Benefits

Committee

UBS

the

Plan

Administrator

and

delegating authority to

the Defined Contribution

Investment Committee of

UBS AG as

appointed by the

Combined US Operations

Management Committee.

Administrative Expenses

Certain reasonable costs for administering

the Plan and the Trust

Fund are paid from

the assets of the Trust.

These costs for the

day-today

operation

the

Plan

are

generally

referred

“Recordkeeping

and

Administrative

Fees”

and

include

fees

for

recordkeeping, trustee services, investment consulting, auditing, and legal services rendered to the Plan. The Plan may pass these

expenses on

to Plan

participants in

the form

of a

deduction from

participants’ investments

(on a

pro-rate basis).

An additional

deduction is applied to participants’ account that are invested through the Mutual Fund Window Tier.

Participant Contributions

A participant’s

contributions can

consist of

“pre-tax

contributions,” which

reduce

the participant’s

taxable compensation

and

“after-tax

contributions,” which do

not reduce

a participant’s taxable

compensation, and “rollovers,”

which are

transfers from

other Puerto Rico tax-qualified retirement plans.

For each plan year, a participant is eligible

to make pre-tax contributions through payroll

deductions, up to 85%

of his/her eligible

compensation. The dollar amount of a participant’s contributions cannot exceed certain Plan limits and those imposed under the

Internal Revenue Code for a

New Puerto Rico (the

Code). Eligible compensation is defined

as 499-R-2/W-2 Puerto Rico

earnings

(subject to certain

adjustments), not to

exceed $350,000 for

2025 and $345,000

for 2024. Pre

-tax contributions are

limited by

the Code to $15,000 for 2024 and 2025. Participants who

have attained age 50 on or before

December 31, 2025, were limited

to pre-tax contributions

of $16,500 for 2024

and 2025. These limits

are subject to

change in future

years to be consistent

with

limitations imposed by the Code.

Participants

are

also

permitted

make

after-tax

contributions

10%

their

eligible

compensation

the

IRC

compensation limit of $350,000

for 2025 (or $35,000

for 2025) provided that the

maximum combined rate of

a participant’s pre-

and after-tax

contributions does

not exceed

85% of

his/her eligible

compensation for

2024 and

2025. After-tax

contributions

may be considered in determining the Company’s matching contribution.

Additionally, participants may make rollover

contributions to the Plan, which are transfers from another Puerto Rico tax-qualified

retirement plan. The amount

rolled over will be

credited to a participant’s account

and will be treated

similar to appreciation on

pre-tax contributions for Plan accounting and Puerto Rico income tax purposes.

NOTE 1

DESCRIPTION OF THE PLAN

(continued)

Company Contributions

Each year, the Company uses

pre-

and after-tax contributions in

determining the amount

of the Company’s

matching contribution

for each participant. For Plan year beginning January 1,

2017 the Company Match is calculated by multiplying each participant's

pre-tax, and after-tax

contributions (up to 6%

of eligible compensation) by

100% and, is limited

on an annual

basis, to $3,000

for 2017; $ 4,500 for 2018 and $5,850 for 2019 and thereafter the annual Company Match is a maximum of $8,000. Company

Match contributions are

contributed on

a payroll

basis based

on the

participants contributions

and year

to date

annual eligible

retirement earnings.

Company match contributions

and earnings

are invested according to

the participant’s investment

elections in effect for

Company

contributions, which can be different or similar to their pre-tax and after-tax contribution elections.

The Company also provides a retirement contribution

(basic profit-sharing contribution) equal to a

percentage of the participant’s

eligible compensation

(up to

the annual

IRC compensation

limit -

$350,000 for

2025) and

based on

the participant’s

years of

service with the Company as of the beginning

of the plan year and eligible compensation. The retirement contribution is

invested

according to the participant’s investment elections in effect for Company contributions, which can be different

or similar to their

pre-

and after-tax contributions.

The Qualified Deferred

Payment (QDP) feature is

a supplemental profit-sharing

contribution provided to participants

who satisfy

certain eligibility requirements.

The contribution amount

is based on

a participant’s age

at the beginning

of the plan

year.

QDP

contributions and earnings are

invested according to the

participant’s investment elections in

effect for Company contributions,

which can be different or similar to their pre-

and after-tax contribution elections.

If a participant has

not selected his or

her investment elections, the

Company Contributions are invested

in the age-appropriate

Vanguard

Target

Date Retirement Fund,

the default investment

option. The determination

of the Target

Date Fund is

based on

the participant’s year of birth.

Participant Accounts

Under the Plan,

each participant has

two accounts—an employee

account (Employee Account)

and a company

account (Company

Account).

The

Company

Account

funded;

per

payroll

for

the

Company

Match,

annually

for

the

Company

Retirement

Contribution

and,

per

specific

payrolls

for

the

QDP.

The

participant

can

change

their

investment

elections

for

Company

Contributions (Company

Match, Company

Retirement Contribution,

and QDP)

as well

as their

own contributions

(pre-tax and

after-tax)

any

time.

addition, they

can

make

different

investment

elections

for

their

Company

Contributions,

before-tax

contributions,

and

after-tax

contribution.

The

participant’s

Employee

Account

reflects

all

the

participant’s

contributions

addition

income,

gains,

losses,

withdrawals,

distributions,

loans,

and

expenses

attributable

these

contributions.

The

participant’s Company

Account reflects

his/her share

of the

Company’s contributions

from the

Company match,

the Company

retirement

contribution,

and

the

QDP

for

each

plan

year

and

income,

gains,

losses,

withdrawals,

distributions,

and

expenses

attributable to these Company contributions.

Vesting

Participants are fully

vested in their

Employee Account. A

participant becomes fully

vested in his

or her Company

Account after

three years of service,

or,

while in service as an employee

and either attaining age 65, attaining

age 55 with 10 years of

service,

becoming totally and permanently disabled, or upon death.

Forfeited Accounts

Forfeited balances of

terminated participants’ unvested

Company Accounts are

used to reduce

the Company’s contributions

the Plan.

For the

year ended

December 31,

2025, total forfeitures

of $8,630

were used

to reduce

the Company

contributions.

Unallocated forfeited balances as of December 31, 2025 and 2024 were $305 and $102 respectively.

Distributions and Withdrawals

After-tax contributions, including any income and loss thereon, may be withdrawn by participants

at any time in accordance with

the Plan’s

provisions.

Withdrawals of

pre-tax

contributions or

vested Company

contributions are

permitted, subject

to certain

limitations as set forth in the Code. All withdrawals or a portion thereof are subject to taxation as set forth in the Code.

Upon termination of service,

a participant may elect

to receive a

distribution of the vested

portion of his/her account

in a lump-

sum amount.

NOTE 1

DESCRIPTION OF THE PLAN

(continued)

Notes Receivable from Participants

Notes receivable

from participants

represent

participant loans

which are

permitted under

the Plan.

The minimum

amount that

may be borrowed

is $1,000 and

the maximum amount

is limited to

the lesser of

50% of the

value of a

participant’s vested account

balance, or

$50,000, reduced

by the

participant’s highest

outstanding loan

balance over

the previous

12 months.

The interest

rates ranged from 5.25%

to 10.50%. All loans,

including interest, are

to be repaid in

level amounts through payroll

deductions

to be no less frequent than quarterly over the life of the loan.

Loans are payable in

equal installments, representing a

combination of interest and

principal by withholding

from the participant’s

paychecks. The outstanding principal amount of any loan can be repaid on

any business day. In the event a participant has a loan

outstanding under the Plan, various

limitations exist on such participant’s

right to receive additional loans under

the Plan. If a loan

is not repaid within 90 days, it will automatically be treated as a distribution to the participant.

Plan Termination

While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time subject to the provisions of

ERISA. In

the event

the Plan

is wholly

or partially

terminated, or

upon the

complete discontinuance

of contributions

under the

Plan

any

entity

the

Company,

each

participant

affected

shall

become

fully

vested

his/her

Company

Account.

Any

unallocated assets

the

Plan then

held by

the Custodian

shall

allocated

among the

appropriate

Company

Accounts and

Employee Accounts of the participants and will be distributed in a manner determined by the Company.

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying

financial statements are

prepared on the

accrual basis of

accounting in conformity

with U.S. generally

accepted

accounting principles (U.S. GAAP).

Payments of Benefits

Benefits to participants are recorded when paid.

Notes Receivable from Participants

Notes receivable from participants represent participant loans that are recorded at

their unpaid principal balance plus

any accrued

but unpaid interest. Interest income on loans receivable from participants is

recorded when it is earned. Related fees are recorded

as administrative

expenses and

are

expensed when

they are

incurred.

No allowance

for credit

losses has

been recorded

as of

December 31, 2025 or 2024.

If a participant does not

make loan repayments for

more than 90 days,

the Plan administrator will

deem the participant loan to be a distribution and the participant loan balance is reduced and a benefit payment is recorded.

Investment Valuation and Income Recognition

Purchases and sales of

securities are recorded on a trade-date

basis. Interest income is recorded on

the accrual basis and

dividends

are recorded on the ex-dividend

date. Net appreciation/depreciation includes the Plan’s

gains and losses on investments bought,

sold and held during the year.

Investments held

by the

Trust

are stated

at fair

value. Fair

value is

the price

that would

be received

to sell

an asset

or paid

transfer a liability in an orderly transaction between market participants at the measurement date. (See Note 3 for a discussion of

fair value measurement).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions

that affect the amounts reported in the financial statements and accompanying

notes and supplemental schedule. Actual results

could differ from those estimates.

NOTE 3

FAIR VALUE MEASUREMENT

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (i.e.,

exit price).

The fair value hierarchy

prioritizes the inputs to

valuation techniques used to

measure fair value

into three broad

levels. The fair

value hierarchy gives the highest

priority to quoted prices (unadjusted) in

active markets for identical financial

instruments (Level

1) and

the lowest

priority to

unobservable inputs

(Level 3).

In some

cases, the

inputs used

to measure

fair value

might fall

different

levels of

the fair

value hierarchy.

The level

in the

fair value

hierarchy

within which

the fair

value measurement

in its

entirety falls is

determined based on

the lowest level

input that is

significant to the

fair value measurement

in its entirety. Assessing

the significance

of a

particular input

to the

fair value

measurement in

its entirety

requires considerable

judgment and

involves

considering a number of factors specific to the financial instrument.

Level 1

Inputs are quoted

prices (unadjusted) in

active markets

for identical financial

instruments that the

reporting entity has

the

ability

access

the

measurement

date.

active

market

for

the

financial

instrument

market

which

transactions for the

financial instrument occur

with sufficient frequency

and volume to

provide pricing information

an ongoing basis.

Level 2:

Inputs other than

quoted prices included

within Level 1

that are observable for

the financial instrument,

either directly

or indirectly.

Level 3

Unobservable inputs for the financial instrument

The following is a description of the

valuation methodologies used for assets measured at fair value.

There have been no changes

in the methodologies used at December 31, 2025 and 2024.

Mutual funds:

Funds that are actively traded on an exchange are priced at the net asset value (NAV) of shares held by the Plan at

year

end.

Funds

that

are

not

actively

traded

exchange

are

priced

NAV

using

inputs

that

corroborate

the

NAV

with

observable (i.e., ongoing redemption and/or subscription activity) market-based data.

Common and collective

trust funds:

Funds that are

actively traded on

an exchange are

priced at the

NAV of

shares held

by the

Plan at year

end (e.g., bond

funds, equity funds,

non-US equity funds,

etc.). Funds that

are not actively

traded on an

exchange

are priced at NAV

using inputs that corroborate

the NAV with

observable (i.e., ongoing redemption

and/or subscription activity)

market-based data.

Money market funds:

Records its corresponding value at $1 NAV.

Investments are valued at amortized cost unless this would not

represent fair value.

UBS Stock Fund:

Actively traded securities are

valued at the

closing price reported

on the active

market on which

the individual

securities are traded.

Common Stock:

Actively traded securities

are valued

at the closing

price reported

on the active

market on which

the individual

securities are traded.

Self-Directed Brokerage Accounts:

Mutual funds and

money market

funds valued at

the list

price at NAV

of shares

held by

the

Plan at the valuation date.

The methods described above may produce a fair value calculation that may not indicate net realizable value or reflect future fair

values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants,

the use

of different

methodologies or

assumptions to

determine the

fair value

of certain

financial instruments

could result

in a

different fair value measurement at the reporting date.

There were no transfers between levels in 2025 and 2024.

NOTE 3

FAIR VALUE MEASUREMENT (Continued)

At December 31, 2025, the investments held by the Plan within the fair value hierarchy are as follows:

Quoted Prices in

Active Markets

for Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs (Level 2)

Significant

Unobservable

Inputs (Level 3)

Total

Mutual funds

$24,669,900

—

$24,669,900

Self-directed brokerage accounts

15,163,758

—

15,163,758

UBS Stock Fund

2,386,817

—

2,386,817

Common

Stock

2,024,997

—

2,024,997

$44,245,472

$ —

$44,245,472

Investments measured at NAV:

Money market funds

(a)

$5,018,055

U.S. equity funds

(b)

13,575,164

U.S. bond funds

(c)

1,973,599

Total investments, at NAV

$20,566,818

Total investments at fair value

$64,812,290

At December 31, 2024, the investments held by the Plan within the fair value hierarchy are as follows:

Quoted Prices in

Active Markets

for Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Total

Mutual funds

$20,157,455

—

$20,157,455

Self-directed brokerage accounts

13,761,591

—

13,761,591

UBS Stock Fund

1,899,275

—

1,899,275

Common Stock

1,618,466

—

1,618,466

$37,436,787

$ —

$37,436,787

Investments measured at NAV:

Money market funds

(a)

$4,829,370

U.S. equity funds

(b)

11,771,680

Non-U.S. equity funds

(b)

277,092

U.S. bond funds

(c)

1,541,042

Total investments, at NAV

$18,419,184

Total investments at fair value

$55,855,971

(a)

Money market funds are designed to protect capital with low-risk investments and include cash, bank notes, corporate

notes, government bills, and various short-term debt instruments. These investments are held through collective trust

funds.

(b)

Equity common/collective trust funds seek to maintain portfolio diversification and approximate the risk and return

characterized by certain equity indices. Under normal circumstances, redemptions for participant activity may be made daily

with no notice period required. Plan sponsor-initiated activity may require prior written notice of 3 to 15 days.

(c)

U.S. bond common/collective trust funds seek to maintain an overall diversified portfolio whose investment return matches

the performance of certain bond indices. Under normal circumstances, redemptions for participant activity may be made

daily with no notice period required. Plan sponsor-initiated activity may require prior written notice of 15 days.

The

above

provides

general

description

the

investments.

Participants

should

refer

the

Investment

Options

Guide

for

information on the investment objectives and strategy of each investment option.

NOTE 4

RISKS AND UNCERTAINTIES

The Plan invests in various investment instruments that are exposed to various risks such as interest rate, market, and credit risks.

Due to the level of risk associated with

certain investment securities, it is at least reasonably possible

that changes in the values of

investment securities will occur in the near term and that such changes could materially affect participants’ account balances and

the amounts reported in the statements of net assets available for benefits.

NOTE 5

RELATED-PARTY TRANSACTIONS

The Plan invests

in the common

stock of UBS

Group AG.

In addition, certain

Plan investments are

shares/units of

mutual funds

and short-term investments managed

by the Custodian. These

transactions qualify as party-in-interest

transactions; however, they

are exempt from the prohibited transactions rules under ERISA. The Plan received a common stock dividend payment of $47,468

from UBS Group AG for 2025.

Certain officers

and employees of

the Plan’s sponsor

(who may

also be participants

in the Plan)

perform administrative services

related to the Plan’s operation, record keeping and financial

reporting. The Plan’s sponsor pays these individuals’ salaries

and also

pays certain other administrative

expenses on the Plan’s

behalf. The foregoing

transactions are not

deemed prohibited party-in-

interest transactions, because

they are

covered by statutory

and administrative exemptions

from the

Code and ERISA’s

rules on

prohibited transactions.

The UBS

mutual funds’

investment advisor, administrator, and distributor is

UBS Asset

Management (Americas) LP, a wholly

owned

subsidiary of

UBS Americas

Inc. UBS

AM earns management

fees from

the UBS

AM Funds

offered in

the self-directed

window

which is offered in one of the core funds. These fees were paid by the participants.

NOTE 6

TAX STATUS

The

Plan

has

received

favorable

determination

letter

from

the

Commonwealth

Puerto

Rico

Department

Treasury

(the

Treasury) dated August 25, 2015, stating that the Plan is qualified under Sections 1165(a) and 1165(e) of

the Puerto Rico Internal

Revenue

Code

1994

(PRIRC-94)

and,

therefore,

the

trust

exempt

from

taxation.

Subsequent

receiving

the

determination letter,

the Plan

was amended

and restated.

Puerto Rico

Treasury

confirmed in

letters dated

February 26,

2018,

February 21, 2019 and September 27, 2021 that the amendments to the Plan do not adversely affect the Plan’s qualified status.

Once qualified,

the Plan

is required

to operate

in conformity

with the

Puerto Rico

Code to

maintain its

qualification. The

Plan

administrator has indicated that

they will take the

necessary steps to bring

the Plan into compliance

with the Puerto Rico

Code.

The Plan has not been qualified

nor is intended to be qualified

under Sections 401(a) or 401(k) of

the U.S. Internal Revenue Code.

Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken

by the Plan. The financial statement

effects of a tax position

are recognized when the

position is more-likely-than-not, based on

the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by

the Plan, and has concluded that as of

December 31, 2025, there are

no uncertain positions taken or expected to be

taken. The

Plan has

recognized

no interest

or penalties

to uncertain

tax

positions. The

Plan is

subject to

routine

audits

taxing

jurisdictions; however, there are

currently no audits for any tax periods in progress.

NOTE 7

SUBSEQUENT EVENTS

The Plan has evaluated subsequent events through June

29, 2026, the date the financial statements were

available to be issued.

No subsequent events have been recognized or required additional disclosure in the financial statements.

SUPPLEMENTAL SCHEDULE

UBS FINANCIAL SERVICES INCORPORATED OF

PUERTO RICO SAVINGS PLUS PLAN

EIN: 13-3074649

Plan #: 003

Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)

As of December 31, 2025

Security Description / Asset ID

Shares / Par Value

Cost

Current Value

Corporate Stock - Common

Germany - USD

ADR BAYER A G SPONSORED ADR CUSIP : 072730302

5,326.000

49,775.07

57,627.32

SAP SE-SPONSORED ADR CUSIP : 803054204

252.000

48,525.64

61,213.32

Total Germany - USD

98,300.71

118,840.64

Netherlands - USD

ADR ASML HLDG NV NY REG 2012 (POST REV SPLIT) CUSIP : N07059210

50.000

39,596.20

53,493.00

AERCAP HOLDINGS N.V.

EUR0.01 CUSIP : N00985106

588.000

44,680.88

84,530.88

Total Netherlands - USD

84,277.08

138,023.88

Switzerland - USD

UBS GROUP AG COMMON STOCK CUSIP : H42097107

51,540.000

921,544.81

2,386,817.40

Total Switzerland - USD

921,544.81

2,386,817.40

Taiwan - USD

ADR TAIWAN SEMICONDUCTOR MANUFACTURING

ADS REP 5 TWD10 CUSIP : 874039100

304.000

41,622.87

92,382.56

Total Taiwan

- USD

41,622.87

92,382.56

United Kingdom - USD

LONDON STOCK EXCHANGE GROUP ADR CUSIP : 54211Y107

4,662.000

150,061.75

142,517.34

ROYAL DUTCH SHELL PLC SPONSORED ADR REPSTG ORD SH CUSIP : 780259305

507.000

32,813.37

37,254.36

Total United Kingdom - USD

182,875.12

179,771.70

United States - USD

ALPHABET INC CAP STK USD0.001 CL C CUSIP : 02079K107

310.000

42,164.93

97,278.00

AMAZON COM INC COM CUSIP : 023135106

674.000

106,265.46

155,572.68

AON PLC CUSIP : G0403H108

129.000

38,568.06

45,521.52

CAPITAL ONE FINL CORP COM CUSIP : 14040H105

378.000

50,201.83

91,612.08

CHARTER COMMUNICATIONS INC NEW CL A CL A CUSIP : 16119P108

3.000

938.98

626.25

COM ALCOA CORPORATION COM USD0.01 CUSIP : 013872106

922.000

35,106.17

48,995.08

COMCAST CORP NEW-CL A CUSIP : 20030N101

2,381.000

90,244.79

71,168.09

CONOCOPHILLIPS COM CUSIP : 20825C104

1,162.000

117,514.27

108,774.82

DANAHER CORP COM CUSIP : 235851102

370.000

73,825.09

84,700.40

ELEVANCE HEALTH

INC CUSIP : 036752103

85.000

35,150.96

29,796.75

ESTEE LAUDER COMPANIES INC CL A USD0.01 CUSIP : 518439104

495.000

36,649.13

51,836.40

HILTON

WORLDWIDE HLDGS INC COM NEW COM NEW CUSIP : 43300A203

100.000

15,679.21

28,725.00

HUMANA INC COM CUSIP : 444859102

184.000

54,797.21

47,127.92

INTUIT COM CUSIP : 461202103

30.000

17,968.70

19,872.60

LENNAR CORP CL A CL A CUSIP : 526057104

634.000

74,585.37

65,175.20

LIBERTY BROADBAND CORP COM SER A COM SERA CUSIP : 530307107

107.000

12,792.22

5,165.96

LIBERTY BROADBAND CORP COM SER C COM SERC CUSIP : 530307305

312.000

27,541.79

15,163.20

MARTIN MARIETTA MATLS

INC COM CUSIP : 573284106

20.000

9,581.36

12,453.20

MERCADOLIBRE INC COM STK CUSIP : 58733R102

24.000

48,344.17

48,342.24

META PLATFORMS INC COM USD0.000006 CL 'A' CUSIP : 30303M102

67.000

23,092.39

44,226.03

MICROSOFT CORP COM CUSIP : 594918104

217.000

69,916.36

104,945.54

PTC INC COM CUSIP : 69370C100

139.000

22,690.29

24,215.19

UNITEDHEALTH GROUP INC COM CUSIP : 91324P102

336.000

122,610.51

110,916.96

VULCAN MATERIALS CO COM CUSIP : 929160109

40.000

9,315.04

11,408.80

WOODWARD INC COM CUSIP : 980745103

249.000

38,381.79

75,277.68

WORKDAY INC CL A COM USD0.001 CUSIP : 98138H101

452.000

106,918.46

97,080.56

Total United States - USD

1,280,844.54

1,495,978.15

Total Corporate Stock - Common

2,609,465.13

4,411,814.33

Security Description / Asset ID

Shares / Par Value

Cost

Current Value

Participant Loans

United States - USD

UBS PR LOAN ASSET CUSIP : 000810283

780,253.860

780,253.86

Total United States - USD

780,253.86

Total Participant Loans

780,253.86

Value of Interest in Common/Collective Trusts

United States - USD

MFO PRUDENTIAL CORE PLUS BOND FUND CLASS 5 032884 74443R100 CUSIP : 74443R100

9,797.940

1,806,882.17

1,973,599.05

MFO SSGA GLOBAL ALL CAP EQUITY EX-US INDEX NL SERIES FD - CL K CUSIP : 85744W531

32,942.940

506,098.97

685,937.90

MFO SSGA RUSSELL SMALL/MID CAP INDEX NON- LENDING SERIES FUND CLASS K CUSIP : 85744W242

40,099.460

912,758.99

1,197,209.48

MFO STATE STR GLOBAL ADVISORS TR CO INV US BD INDEX NON LENDING SER FD CL M CUSIP :

857480404

30,604.220

347,588.31

368,872.66

NT COLLECTIVE GOVT SHORT TERM INVT FD CUSIP : 66586U445

5,018,055.450

5,018,055.45

NT COLLECTIVE SHORT TERM INVT FD CUSIP : 66586U452

0.000

0.00

MFO STATE STR GLOBAL ADVISORS TR CO INV S&P 500 INDEX NON-LENDING SER FD CL M CUSIP :

856917729

951,604.630

9,827,048.94

11,323,143.49

Total United States - USD

18,418,432.83

20,566,818.03

Total Value of Interest in Common/Collective Trusts

18,418,432.83

20,566,818.03

Value of Interest in Registered Investment Companies

Emerging Markets Region - USD

MFO AMERICAN BEACON FUNDS NINETY ONE EMERGING MARKETS EQUITY FD R6 CUSIP : 02452A692

20,878.940

283,834.08

259,734.01

Total Emerging Markets Region - USD

283,834.08

259,734.01

Global Region - USD

MFO NATIXIS FUNDS TRUST I MIROVA GLOBAL SUSTAINABLE

FUND Y USD INC CUSIP : 63872R533

4,024.750

82,079.84

88,946.98

Total Global Region - USD

82,079.84

88,946.98

International Region - USD

MFO ARTISAN FDS INC INTL FD INSTL SHS CUSIP : 04314H402

8,302.040

255,068.29

249,559.32

MFO GALLERY TR MONDRIAN INTL EQUITY FD CUSIP : 36381Y108

9,206.290

140,221.34

159,545.01

Total International Region - USD

395,289.63

409,104.33

United States - USD

MFO LOOMIS SAYLES INVT TR FORMERLY

LOOMIS S CUSIP : 543495691

2,182.230

35,280.02

33,911.85

MFO T ROWE PRICE INSTITUTIONAL EQUITY FDS LARGE-CAP GROWTH FD CUSIP : 45775L408

30,908.000

1,935,986.46

2,626,252.76

MFO VANGUARD CHESTER FDS INSTITUTIONAL TARGET RETIREMENT

2070 CUSIP : 92202E664

3,771.760

96,496.32

120,017.40

MFO VANGUARD CHESTER FDS TARGET RETIREMENT 2020 FD CUSIP : 92202E805

110,729.510

3,003,284.06

3,039,525.05

MFO VANGUARD CHESTER FDS TARGET RETIREMENT 2030 FD CUSIP : 92202E888

160,837.380

5,176,348.96

6,808,246.30

MFO VANGUARD CHESTER FDS TARGET RETIREMENT 2040 FD CUSIP : 92202E870

60,446.910

2,089,250.81

3,019,323.15

MFO VANGUARD CHESTER FDS TARGET RETIREMENT 2050 FD CUSIP : 92202E862

12,670.200

539,173.84

751,089.46

MFO VANGUARD CHESTER FDS TARGET RETIREMENT 2060 FD CUSIP : 92202E839

25,089.840

1,118,335.76

1,529,978.44

MFO VANGUARD CHESTER FDS TARGET RETIREMENT 2065 FD INV SHS CUSIP : 92202E680

4,156.710

110,224.56

166,393.10

MFO VANGUARD TARGET RET

FD 2025 #304 CUSIP : 92202E409

40,390.460

773,261.61

805,789.68

MFO VANGUARD TARGET RET

FD 2035 CUSIP : 92202E508

60,737.710

1,231,485.03

1,662,998.50

MFO VANGUARD TARGET RET

FD 2045 #306 CUSIP : 92202E607

56,052.770

1,444,889.74

1,947,273.23

MFO VANGUARD TARGET RET

INC FD 308 CUSIP : 92202E102

68,991.200

907,326.73

956,907.94

MFO VANGUARD TARGET RETIREMENT

2055 FUND CUSIP : 92202E847

6,708.770

318,456.07

443,852.22

INVESCO ILLIQUID CUSIP : 998484570

1.000

1,531.34

555.13

Total United States - USD

18,781,331.31

23,912,114.21

Total Value of Interest in Registered Investment Companies

19,542,534.86

24,669,899.53

Other

United States - USD

UBS PUERTO RICO SDBA ASSET CUSIP : 000810457

1.000

13,143,619.39

15,163,758.35

REBATE ACCRUALS CUSIP : 999927320

0.000

0.00

Total United States - USD

13,143,619.39

15,163,758.35

Total Other

13,143,619.39

15,163,758.35

Payable Other

United States - USD

INVESTMENT MANAGEMENT EXPENSE ACCRUAL CUSIP : 994996916

0.000

0.00

Total United States - USD

0.00

Total Payable Other

0.00

Total

54,494,306.07

65,592,544.10

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the

UBS Financial Services Incorporated of Puerto Rico Savings Plus Plan has duly caused this annual

report to be signed on its behalf by the undersigned thereunto duly authorized.

UBS Financial Services Incorporated of Puerto Rico Savings Plus

Plan

By: _/s/ Jennifer Coughlin______________

Name: Jennifer Coughlin on behalf of the Plan Administrator

Title:

Chair, Employee Benefits Committee

Date: June 29, 2026