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 November 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:
November 13, 2026
List
of Materials
Documents attached
hereto:
Disposal
of Treasury Shares upon Vesting of Restricted Stock Units (“RSUs”)
November 13, 2026
Sony Group Corporation
Disposal of Treasury Shares upon Vesting
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”), and today announced that, pursuant to the delegation of authority approved
by resolutions of the Board of Directors of the Corporation, the Representative Corporate Executive Officer of the Corporation decided
to dispose of treasury shares (the “Disposal of Treasury Shares”) upon the vesting of a certain number of the RSUs previously
granted, as follows:
1. Outline
of the Disposal of Treasury Shares
(a) Disposal of Treasury Shares through an
in-kind contribution of monetary compensation receivables
| (1) Payment date |
December 1, 2026 |
| (2) Class and number of shares to be disposed of |
6,273,892 shares of common stock of the
Corporation
(However, this number of shares to be disposed
of may be reduced before the payment date due to the death of the allottee or for other reasons as specified in the Corporation’s
internal rules related to RSUs.) |
| (3) Disposal price |
4,281 yen per share |
| (4) Total disposal price of shares to be disposed |
26,858,531,652 yen |
| (5) Allottees |
Plan B
2 directors
and other officers of the Related Companies (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)) of the Corporation:
252,694 shares
in total
1 employee of
the Related Company of the Corporation:
515 shares
in total
|
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Plan C
2 corporate executive
officers and other officers of the Corporation:
29,847 shares
in total
504 employees
of the Corporation:
315,389 shares
in total
66 directors
and other officers of the Related Companies of the Corporation:
303,355 shares
in total
3,835 employees
of the Related Companies of the Corporation:
4,403,342 shares
in total
Plan F
6 corporate executive
officers and other officers of the Corporation:
210,100 shares
in total
427 employees
of the Corporation:
182,129 shares
in total
29 directors
and other officers of the Related Companies of the Corporation:
60,032 shares
in total
2,413 employees
of the Related Companies of the Corporation:
516,489 shares in total
|
(b) Disposal
of Treasury Shares through payment of money
| (1) Payment period |
From December 1, 2026 to December 15, 2026 |
| (2) Class and number of shares to be disposed |
26,878 shares of common stock of the Corporation
(However, this number of shares to be disposed
of may be reduced before the payment period due to the death of the allottee or for other reasons as specified in the Corporation’s
internal rules related to RSUs.) |
| (3) Disposal price |
4,281 yen per share |
| (4) Total disposal price of shares to be disposed |
115,064,718 yen |
| (5) Allottees |
Plan C
2 directors and
other officers of the Related Companies of the Corporation:
823 shares in
total
84 employees
of the Related Companies of the Corporation:
26,055 shares
in total |
2. Purpose
of and Reasons for the Disposal of Treasury Shares
The Corporation introduced the Plan in the fiscal
year ended March 31, 2023. The Plan was introduced with the purpose of giving the recipients under the Plan (the “Recipients”)
an incentive to contribute towards the improvement of the business performance of the Corporation and the Related Companies of the Corporation
(together with the Corporation, the “Group Companies”) and thereby improve the business performance of the Group Companies
by making the economic interest, which the Recipients will receive, correspond to the business performance of the Group Companies.
<Overview of the Plan>
(1) Designation of the Recipients
The Recipients under the Plan are the directors
(including outside directors), Corporate Executive Officers, other officers and employees of the Corporation, and directors (including
outside directors), other officers and employees of its subsidiaries.
* These are the Recipients’ positions at
the time of grant of the RSUs, and the positions at the time of vesting may differ.
(2) Outline of RSUs
Under the Plan, the Corporation will grant, in
advance, the Recipients the number of RSUs determined by the Corporation and will deliver shares of common stock of the Corporation (the
“Share(s)”), the number of which is the same as the number of such units that vest (the “Number of Shares for RSUs”)
if the RSUs vest by any of the methods set out in (3) below.
(3) Vesting of RSUs
Plan A, Plan B, Plan C, Plan D, Plan E, and Plan
F are established as the method of vesting, and, in principle, RSUs shall vest in accordance with the methods described below.
Plan A: All RSUs shall vest after nine years from
the date of granting.
Plan B: All RSUs shall vest after three years
from the date of granting.
Plan C: Over the three-year period from the date
of granting, one-third of the number of granted RSUs shall vest after each one-year period.
Plan D: All RSUs shall vest when the Recipient
ceases to hold all the positions that he or she holds as a director, a corporate executive officer and/or any other officer at, and, if
applicable, ceases to be an employee of, the Group Companies.
Plan E: In principle, all RSUs shall vest when
the Recipient ceases to hold a position as a Senior Executive of the Corporation.
Plan F: All RSUs shall vest after one year from
the date of granting.
Details of the plan applicable to RSUs related
to the Disposal of Treasury Shares are as follows:
| Plan |
Details |
Relevant Series |
| Plan B |
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 (or, if the 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, any of 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 (or, if the 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, 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, 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 within the number of RSUs that the Recipient holds. |
Fifth Series RSUs (granted on November 27,
2023)
|
| Plan C |
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) unit. |
Sixth Series RSUs (granted on November 27, 2023)
Twelfth Series RSUs (granted on November 25, 2024)
Eighteenth Series RSUs (granted on November 25, 2025) |
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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 |
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(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, 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, 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 within the number of RSUs that the Recipient holds. |
|
| Plan F |
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 first anniversary of the date of grant (or, if the 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 any of the Group Companies, all RSUs held by the Recipient shall vest on the first day of the month following the month of the first anniversary of the date of grant (or, if the date falls on a holiday of the Corporation, the following business day); provided, however, 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, the mandatory retirement age set by the Group Companies, or 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, the outstanding RSUs at the time of his or her ceasing to hold all of his or her positions shall vest. |
Nineteenth Series RSUs (granted on November 25, 2025) |
(4) Method and Timing of Delivery of the
Shares
After the vesting, the Corporation will promptly
deliver the amount of Shares corresponding to the Number of Shares for RSUs by way of issuing new shares or 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 the 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 the 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 for RSUs 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 issued or 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 issuance or 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 its successor. However, with respect to
Plan F, if 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, reaching the mandatory
retirement age, or any other justifiable reason that is approved by the Corporation, the Corporation shall pay compensation of equal value
to the Shares corresponding to the number of the outstanding RSUs as a substitute for the delivery of the Shares to such Recipient or
its successor.
(5) 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.
(6) 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.
Pursuant to the decision of the Representative
Corporate Executive Officer of the Corporation dated November 13, 2026 and based on the delegation of authority approved by resolutions
of the Board of Directors of the Corporation, the Disposal of Treasury Shares will be carried out upon the vesting of a certain number
of the Fifth, Sixth, Twelfth, and Eighteenth Series RSUs and all of the Nineteenth Series RSUs on December 1, 2026.
3. Basis
of Calculation of the Payment Amount and Specific Details thereof
The Disposal of Treasury Shares through an in-kind
contribution of monetary compensation receivables as described in 1.(a) above shall be carried out under the Plan through an in-kind
contribution to the Corporation of the monetary compensation receivables that are provided by the Group Companies (the Corporation will
jointly assume the obligation of the Related Companies owed toward the director, officer or employee of such Related Company arising from
the monetary compensation receivables granted to such director, officer or employee).
The Disposal of Treasury Shares through the payment
of money as described in 1.(b) above shall be carried out under the Plan through a payment made by the Recipient to the Corporation
of money that is provided by the Related Companies.
The disposal price for the Disposal of Treasury
Shares shall be 4,281 yen, which is the closing price of the Shares in the regular trading thereof on the Tokyo Stock Exchange, Inc.
on November 12, 2026 (the business day immediately before the date on which the Representative Corporate Executive Officer of the
Corporation made a decision on the Disposal of Treasury Shares). We believe that the disposal price is reasonable as it is the market
stock price immediately prior to the date on which the Representative Corporate Executive Officer of the Corporation made the decision
relating to the Disposal of Treasury Shares, and we also believe that the disposal price does not represent a price that is particularly
favorable to the Recipients.
End of Document
