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 October 2026
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:
October 30, 2026
List
of Materials
Documents attached
hereto:
Granting of Restricted Stock Units (“RSUs”)
October 30, 2026
Sony Group Corporation
Granting of Restricted Stock Units (“RSUs”)
In
the fiscal year ended March 31, 2023, Sony Group Corporation (the “Corporation”) introduced a stock compensation
plan under which shares of its common stock are delivered after the vesting of RSUs (the “Plan”). The Corporation today announced
that it had decided to grant RSUs to the employees of the Corporation, and to the directors and other officers, and employees of the subsidiaries
of the Corporation (the “Recipients”) under the Plan, as follows.
| 1. | Summary of Twenty-Fourth Series RSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of RSUs to be granted |
| Directors and other officers of the subsidiaries of the Corporation |
2 persons |
(RSUs corresponding to a total of up to 111,140 shares) |
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|
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| Employees of the subsidiaries of the Corporation |
11 persons |
(RSUs corresponding to a total of up to 154,130 shares) |
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|
|
| Total |
13 persons |
(RSUs corresponding to a total of up to 265,270 shares) |
On
the condition that the Recipient holds, throughout the period between the date of grant of the RSUs and the first day of the month following
the month of the third anniversary of the date of grant (if such date falls on a holiday of the Corporation, the following business day),
a position as a director, a corporate executive officer and/or any other officer at, or an employee of, the Corporation and/or a Related
Company of the Corporation (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); and together
with the Corporation, the “Group Companies”), all RSUs held by the Recipient shall vest on the first day of the month following
the month of the third anniversary of the date of grant (if such date falls on a holiday of the Corporation, the following business day);
provided, however, (i) if, before the vesting, the Recipient ceases to hold all of his or her positions as a director, a corporate
executive officer and/or any other officer at, and, if applicable, the Recipient ceases to be an employee of the Group Companies, due
to his or her death, at a certain time after the loss of such position with the Group Companies as stated in Section 4 below, the
outstanding RSUs at the time of the loss of such position shall vest and (ii) if, before the vesting, the Recipient ceases to hold
all of his or her positions as a director, a corporate executive officer and/or any other officer at, and, if applicable, the Recipient
ceases to be an employee of the Group Companies, due to any other justifiable reason that is approved by and subject to the discretion
of the Compensation Committee or the Senior Executive in charge of Human Resources of the Corporation, at a certain time after the loss
of such position with the Group Companies as stated in Section 4 below, a pro-rata portion of the outstanding RSUs shall vest;
the pro-rata portion of RSUs shall be determined by the Corporation according to the length of time between the date of grant of the RSUs
and the date of the loss of such position with the Group Companies. In addition, in the cases stated in (i) and (ii) above,
the Compensation Committee or the Senior Executive in charge of Human Resources of the Corporation may adjust the Number of Shares for
RSUs (as defined below) within the number of RSUs that the Recipient holds.
| 2. | Summary of Twenty-Fifth Series RSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of RSUs to be granted |
| Employees of the Corporation |
408 persons |
(RSUs corresponding to a total of up to 337,747 shares) |
| Directors and other officers of the subsidiaries of the Corporation |
59 persons |
(RSUs corresponding to a total of up to 289,756 shares) |
| Employees of the subsidiaries of the Corporation |
3,709 persons |
(RSUs corresponding to a total of up to 5,522,315 shares) |
| Total |
4,176
persons
(Note) |
(RSUs corresponding to a total of up to 6,149,818 shares) |
(Note)
These persons include individuals who, as of the date hereof, have not yet joined the Corporation or any of its subsidiaries but
are scheduled to join the Corporation or one of its subsidiaries by the date of grant of the RSUs.
The Corporation will grant RSUs only to those individuals who have joined the Corporation or one of its subsidiaries by
the date of grant of the RSUs.
On the condition
that the Recipient holds, throughout the period between the date of grant of the RSUs and each date of vesting set out in column (1) of
the table below, a position as a director, a corporate executive officer and/or any other officer at, or an employee of any of the Group
Companies, the RSUs shall vest on each date of vesting as set out in column (2) of the table below (or, if the date falls on a holiday
of the Corporation, the following business day). The number of the units that vest on the first day of the month following the month of
the first anniversary of the date of grant or the first day of the month following the month of the second anniversary of the date of
grant will be rounded down to the nearest one (1) units.
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<Date of vesting> (1) |
<Number of vesting units> (2) |
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| a. |
First day of the month following the month of the first anniversary of the date of grant |
One-third of the number of units granted |
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| b. |
First day of the month following the month of the second anniversary of the date of grant |
One-third of the number of units granted |
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| c. |
First day of the month following the month of the third anniversary of the date of grant |
Remaining number of units granted |
(i) If,
before the vesting, the Recipient ceases to hold all of his or her positions as a director, a corporate executive officer and/or any other
officer at, and, if applicable, the Recipient ceases to be an employee of the Group Companies, due to his or her death, at a certain time
after the loss of such position with the Group Companies as stated in Section 4 below, the outstanding RSUs at the time of the loss
of such position shall vest and (ii) if, before the vesting, the Recipient ceases to hold all of his or her positions as a director,
a corporate executive officer and/or any other officer at, and, if applicable, the Recipient ceases to be an employee of the Group Companies,
due to any other justifiable reason that is approved by and subject to the discretion of the Compensation Committee or the Senior Executive
in charge of Human Resources of the Corporation, at a certain time after the loss of such position with the Group Companies as stated
in Section 4 below, a pro-rata portion of the outstanding RSUs shall vest; the pro-rata portion of RSUs shall be determined by the
Corporation according to the length of time between the grant date of the RSUs and the date of the loss of such position with the Group
Companies. In addition, in the cases stated in (i) and (ii) above, the Compensation Committee or the Senior Executive in charge
of Human Resources of the Corporation may adjust the Number of Shares for RSUs (as defined below) within the number of RSUs that the Recipient
holds.
November 25,
2026 (scheduled)
| 4. | Method and Timing of Delivery of the Shares |
After
the vesting of the Twenty-Fourth Series RSUs and the Twenty-Fifth Series RSUs, the Corporation will promptly deliver the shares
of common stock of the Corporation (the “Share(s)”) equal in number to such vested RSUs (the “Number of Shares
for RSUs”) by way of transferring treasury shares pursuant to the decision of the Representative Corporate Executive Officer of
the Corporation through contribution in kind of monetary compensation receivables against the Group Companies that are provided by the
Group Companies to the Recipients (the Corporation will cumulatively assume the debt obligation owed to the Recipients of the Related
Companies in relation to the monetary compensation receivables that are granted to such Recipients of its Related Companies). However,
the foregoing notwithstanding, if deemed necessary by the Corporation, instead of the Related Company granting a monetary compensation
receivable to the Recipient, the Corporation may take measures it deems appropriate, such as having such Related Company pay money to
such Recipient in an amount equal to the amount of such monetary compensation receivable. In this case, such Recipient shall acquire the
Shares in the Number of Shares for RSUs by paying cash to the Corporation in exchange for such Shares. If the total number of issued Shares
increases or decreases due to stock consolidation or stock split (including free distribution of shares (musho wariate)), the Corporation
will adjust the number of Shares to be delivered by multiplying such number by the ratio of the consolidation or split.
In addition,
the amount to be paid per share for the Shares to be transferred under the Plan shall be determined by the Corporation (i) based
on the closing price of the Share in the regular trading thereof on the Tokyo Stock Exchange on the trading day immediately preceding
the date when the Representative Corporate Executive Officer of the Corporation makes a decision with respect to such transfer (or, if
no transaction has been effected on such trading day, the closing price on the immediately preceding trading day) and (ii) at a price
that is not particularly favorable to the Recipients and within a range that will be in compliance with applicable laws and regulations.
If
the Recipient dies, if any special circumstances make it difficult to deliver the Shares or if the Corporation otherwise deems
it necessary, the Corporation may, at its discretion, pay compensation of equal value as a substitute for the delivery of the Shares to
such Recipient or his or her successor.
| 5. | Other matters common to the Twenty-Fourth Series RSUs and the Twenty-Fifth Series RSUs |
| (1) | Events that would extinguish the RSUs |
In the event
that (i) the Recipient chooses to forego his or her RSUs by the date of vesting, or (ii) the Recipient is subject to imprisonment
or other serious criminal penalty, (iii) a petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
proceedings or the commencement of any other similar proceedings is filed against the Recipient, (iv) a petition for attachment,
provisional attachment, provisional disposition, compulsory execution or public auction is filed against the Recipient, or the Recipient
receives a penalty for any default on the payment of taxes or other public dues, or (v) certain other events stipulated in advance
by the Corporation occur, all of the unvested RSUs will be extinguished.
| (2) | Handling in the event where reorganization
or any other similar events occur |
If a proposal
with respect to a merger agreement under which the Corporation will be dissolved, a share exchange agreement or a share transfer plan
under which the Corporation will become a wholly-owned subsidiary, or any other reorganization is approved at a shareholders’ meeting
of the Corporation (or by the Board of the Corporation if such approval at a shareholders’ meeting of the Corporation is not required
with respect to such reorganization) or any other events stipulated by the Corporation occur, the Corporation may deliver to the Recipients
the Shares, compensation, or shares of the other party to such reorganization in the number or amount reasonably stipulated in accordance
with the resolution of the Compensation Committee or the decision of the Representative Corporate Executive Officer of the Corporation
based on the period that has elapsed between the date of grant and the effective date of such reorganization or any other factors.
| (3) | Restriction on disposal of the RSUs |
The Recipients
may not transfer or encumber or otherwise dispose of any RSUs in any manner whatsoever.
If,
before the granting of RSUs, the Recipient ceases to hold all of his or her positions as a director, a corporate executive officer and/or
any other officer at, and, if applicable, the Recipient ceases to be an employee of, the Group Companies, the Corporation will not grant
RSUs to such Recipient.
The Corporation
will file the extraordinary report regarding disposition of treasury shares upon vesting of the Twenty-Fourth Series RSUs and the
Twenty-Fifth Series RSUs with the Director-General of the Kanto Local Finance Bureau.
The Corporation
will file a registration statement (Form S-8) regarding the delivery of shares under the Plan with the U.S. Securities and Exchange
Commission.
End
