SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of September 2025
Commission
File Number: 001-06439
SONY
GROUP CORPORATION
(Translation
of registrant’s name into English)
1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN
(Address
of principal executive offices)
The
registrant files annual reports under cover of Form 20-F.
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F,
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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SONY GROUP CORPORATION
(Registrant) |
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|
|
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By: |
/s/ Lin Tao |
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(Signature) |
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Lin Tao |
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Chief Financial Officer |
Date: September 30, 2025
List of Materials
Documents attached hereto:
Withdrawal of Shelf Registration
Statement regarding Issuance of New Shares or Disposal of Treasury Shares
September 30, 2025
Sony Group Corporation
Withdrawal
of Shelf Registration Statement regarding
Issuance
of New Shares or Disposal of Treasury Shares
Sony Group Corporation (the “Corporation”)
announced that it has, as of today, withdrawn the shelf registration statement (the “Shelf Registration Statement”) dated
November 8, 2024, as announced in the Corporation’s press release titled “Granting of Restricted Stock Units (“RSUs”)
and Filing of Shelf Registration Statement regarding Issuance of New Shares or Disposal of Treasury Shares” dated November 8, 2024.
Furthermore, the Corporation has, as of today,
filed an extraordinary report (the “Extraordinary Report”) with the Director-General of the Kanto Local Finance Bureau regarding
the disposition of treasury shares upon the vesting of previously granted Restricted Stock Units (RSUs) (excluding the Corporation’s
shares of common stock vested and delivered on or before September 29, 2025), which were the subject of the Shelf Registration Statement
based on the amendments to the Cabinet Order for Enforcement of the Financial Instruments and Exchange Act of Japan and its related regulations,
effective from February 2025. The withdrawal of the Shelf Registration Statement will not affect matters related to said granted Restricted
Stock Units (RSUs).
| 1. | Summary of the Withdrawn Shelf Registration Statement |
| 1. Submission Date of the Shelf Registration Statement |
November 8, 2024 |
| 2. Types of securities offered |
Shares |
| 3. Scheduled period of issuance |
Scheduled effective date of the shelf registration (November 16, 2024) through the date that is two years from such scheduled effective date (November 15, 2026). |
| 4. Scheduled amount of issuance |
25,800 million yen |
| 5. Use of proceeds |
In principle, there will be no proceeds, as the shares of common stock of the Corporation will be allocated to the recipients through contribution in kind of monetary compensation receivables that will be provided to the recipients. However, if the Corporation takes measures it deems appropriate, such as having the Related Company (a “Related Company” means a “subsidiary (kogaisha)” as defined in Article 8, Paragraph 3 of the Ordinance on the Terminology, Forms and Preparation Methods of Financial Statements, etc. or an “affiliated company (kanren kaisha)” as defined in Paragraph 5 of such Article (hereinafter the same shall apply).) pay money to such recipient, instead of such Related Company granting a monetary compensation receivable to the recipient, some proceeds are charged. The proceeds will be allocated to the payment of various expenses related to the program and other operating funds. |
| 2. | Issuance Results under the Shelf Registration Statement |
| Total Issuance Price: 9,238,798,560 yen |
| 3. | Reason for Withdrawal of the Shelf Registration Statement |
| The Shelf Registration Statement has been withdrawn because the Extraordinary Report regarding the
disposal of treasury shares upon the vesting of previously granted Restricted Stock Units (RSUs), which were subject of the Shelf
Registration Statement, has been filed. |
End
