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 May 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.
| |
SONY
GROUP CORPORATION
(Registrant) |
| |
|
|
| |
By: |
/s/
Lin Tao |
| |
|
(Signature) |
| |
Lin Tao |
| |
Chief Financial Officer |
Date: May
8, 2026
List
of Materials
Documents attached
hereto:
Notice Regarding the Establishment of a Facility
for the Repurchase of Shares of Common Stock, and the Cancellation of Treasury Stock (Repurchase of Shares Under the Provision of
Sony’s Articles of Incorporation Pursuant to Article 459, Paragraph 1 of the Companies Act, and Cancellation of Treasury Stock
Pursuant to the Provision of Article 178 of the Companies Act)
May 8, 2026
Sony Group Corporation
Notice Regarding the Establishment of a Facility
for the Repurchase of Shares of Common Stock, and the Cancellation of Treasury Stock
(Repurchase of Shares Under the Provision of
Sony’s Articles of Incorporation Pursuant to Article 459, Paragraph 1 of the Companies Act, and Cancellation of Treasury Stock
Pursuant to the Provision of Article 178 of the Companies Act)
Sony Group Corporation (“Sony”) approved,
at the meeting of its Board of Directors held today, the establishment of a facility for the repurchase of shares of its own common stock
pursuant to Article 459, Paragraph 1 of the Companies Act of Japan and Article 34 of Sony’s Articles of Incorporation,
as follows.
In addition, pursuant to the decision by Sony’s
Representative Corporate Executive Officer delegated by the Board of Directors, Sony has decided to cancel treasury stock as follows.
1. Reason for Establishing the Facility for the Repurchase of Shares
The following facility has been established for
the purpose of enabling Sony to flexibly repurchase its own shares in consideration of factors such as opportunities for strategic investment,
Sony’s financial condition and the price of its common stock as part of improving capital efficiency and implementing capital policy
according to the business environment.
In addition, Sony has introduced restricted stock,
restricted stock units and stock options as stock compensation plans, and Sony plans to curb dilution of its shares by repurchasing shares
to offset the securities to be delivered in connection with the stock compensation plans.
2. Facility for the Repurchase of Shares
| (1) |
Class of shares for repurchase |
Common stock of Sony |
| (2) |
Total number of shares for repurchase |
230 million shares (maximum)
(3.89% of total number of shares issued and outstanding (excluding treasury stock)) |
| (3) |
Total purchase amount for repurchase of shares |
500 billion yen (maximum) |
| (4) |
Period of repurchase |
May 11, 2026 to May 10, 2027 |
| (5) |
Method of repurchase |
Expected open market purchase through the Tokyo Stock Exchange based on a discretionary trading contract |
Depending on investment opportunities, market
environment and other factors, it is possible that no share repurchase, or a share repurchase of only a portion of the above, will be
carried out.
3. Cancellation of treasury stock
| (1) |
Class of shares to be cancelled |
Common stock of Sony |
| (2) |
Total number of shares to be cancelled |
184,494,319 shares
(3.0% of total number of shares issued and outstanding as of April 30, 2026) |
| (3) |
Planned cancellation date |
May 29, 2026 |
4. Change in general policy regarding holdings of treasury stock
As disclosed in the announcement entitled “Notice
Regarding the Status and Conclusion of Repurchase of Shares of Common Stock, and the Cancellation of Treasury Stock (Repurchase of Shares
Under the Provision of Sony’s Articles of Incorporation Pursuant to Article 459, Paragraph 1 of the Companies Act) (Cancellation
of Treasury Stock Pursuant to the Provision of Article 178 of the Companies Act)” dated March 18, 2020, Sony’s policy
was to generally maintain its level of treasury stock under an upper limit of approximately 3% of the total number of shares of its common
stock issued and outstanding by cancelling treasury stock in excess of that percentage.
Sony has now revised its policy, with the aim
of optimizing the level of treasury stock held by it, to retain treasury stock expected to be used for delivery in connection with stock
compensation plans, and, in principle, to cancel any treasury stock held in excess of that amount.
(For reference) Status of treasury stock as of April 30, 2026
| Total number of shares issued and outstanding (excluding treasury stock) |
5,908,061,149 shares |
| Number of treasury stock |
241,749,496 shares |
End of document
