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 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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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, 2025
List of Materials
Documents attached hereto:
Granting of Restricted Stock Units (“RSUs”)
October 30, 2025
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 corporate executive officers and employees of the Corporation, and to the directors, officers
and employees of the subsidiaries of the Corporation (the “Recipients”) under the Plan, as follows.
| 1. | Summary of Seventeenth Series RSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of RSUs to be granted |
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Corporate executive officers of the Corporation |
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1 person |
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(RSUs corresponding to up to 5,440 shares) |
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Directors of the subsidiaries of the Corporation |
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1 person |
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(RSUs corresponding to up to 46,010 shares) |
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Employees of the subsidiaries of the Corporation |
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8 persons |
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(RSUs corresponding to a total of up to 32,350 shares) |
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Total |
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10 persons |
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(RSUs corresponding to a total of up to 83,800 shares) |
| (2) | Method of Vesting |
| | | 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,
if, before the vesting, the Recipient ceases to hold all of his or her positions as a director, a corporate executive officer and any
other officer at, and, if applicable, the Recipient ceases to be an employee of, the Group Companies due to his or her death or any other
justifiable reason that is approved by and subject to the discretion of the Compensation Committee or the Representative Corporate Executive
Officer of the Corporation, at a certain time after the loss of such position with the Group Companies as stated in Section 5, a pro-rata
portion of the outstanding RSUs shall vest and the same number of shares (the “Number of Shares for RSUs”) shall be delivered;
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. However, the Compensation Committee, the Representative Corporate
Executive Officer or the Senior Executive in charge of Human Resources of the Corporation may adjust the number of shares to be delivered
within the number of RSUs that the Recipient holds. |
| 2. | Summary of Eighteenth Series RSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of RSUs to be granted |
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Employees of the Corporation |
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480 persons |
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(RSUs corresponding to a total of up to 302,326 shares) |
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Directors and any other officers of the subsidiaries of the Corporation |
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64 persons |
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(RSUs corresponding to a total of up to 245,423 shares) |
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Employees of the subsidiaries of the Corporation |
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3,587 persons |
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(RSUs corresponding to a total of up to 4,385,059 shares) |
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Total |
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4,131 persons |
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(RSUs corresponding to a total of up to 4,932,808 shares) |
| (2) | Method of Vesting |
| | | 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) |
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<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 |
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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 |
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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 |
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Remaining number of units granted |
If,
before the vesting, the Recipient ceases to hold all of his or her positions as a director, a corporate executive officer and any other
officer at, and, if applicable, the Recipient ceases to be an employee of, the Group Companies due to his or her death or any other justifiable
reason that is approved by and subject to the discretion of the Compensation Committee or the Representative Corporate Executive Officer
of the Corporation, at a certain time after the loss of such position with the Group Companies as stated in Section 5 below, a pro-rata
portion of the outstanding RSUs shall vest and the Number of Shares for RSUs shall be delivered; 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. However, the Compensation Committee the Representative Corporate Executive Officer or the Senior Executive in
charge of Human Resources of the Corporation may adjust the number of shares to be delivered within the number of RSUs that the Recipient
holds.
| 3. | Summary of Nineteenth Series RSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of RSUs to be granted |
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Corporate executive officers of the Corporation |
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6 persons |
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(RSUs corresponding to a total of up to 210,100 shares) |
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Employees of the Corporation |
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510 persons |
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(RSUs corresponding to a total of up to 201,558 shares) |
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Directors and any other officers of the subsidiaries of the Corporation |
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22 persons |
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(RSUs corresponding to a total of up to 75,466 shares) |
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Employees of the subsidiaries of the Corporation |
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2,485 persons |
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(RSUs corresponding to a total of up to 553,255 shares) |
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Total |
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3,023 persons |
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(RSUs corresponding to a total of up to 1,040,379 shares) |
| (2) | Method of Vesting |
| | | 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 (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 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 (if such 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 an 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 Representative Corporate Executive
Officer, 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 and the Corporation shall pay compensation of equal value to the number of such outstanding
RSUs as a substitute for the delivery of the shares of common stock of the Corporation. |
| 4. | Date of Grant |
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| | November 25, 2025
(scheduled) |
| 5. | Method and Timing of Delivery of the Shares of Common Stock of the Corporation |
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| | After
the vesting of the Seventeenth Series RSUs, the Eighteenth Series RSUs and the Nineteenth Series RSUs, the Corporation will promptly deliver
the shares of common stock of the Corporation in 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 of common stock of the Corporation 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 of common stock of the Corporation
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 of common stock of the Corporation to be transferred under the Plan shall be determined by
the Corporation (i) based on the closing price of the share of common stock of the Corporation 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. |
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| | If
any special circumstances make it difficult to deliver the shares of common stock of the Corporation or if the Corporation otherwise deems
it necessary, the Corporation may, in its discretion, pay compensation of equal value as a substitute for the delivery of the shares
of common stock of the Corporation. |
| 6. | Other matters common to the Seventeenth Series RSUs, the Eighteenth Series RSUs and the Nineteenth 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. In addition, 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 an 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. |
| (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 of common stock of the Corporation, money, 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. |
| 7. | Other |
| | |
| | The Corporation will
file the extraordinary report regarding disposition of treasury shares upon vesting of the Seventeenth Series RSUs, the Eighteenth Series
RSUs and the Nineteenth 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
