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 February 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: February 26, 2026
List of Materials
Documents attached
hereto:
Notice Regarding
Partial Amendments to the Facility for the Repurchase of Shares of Common Stock (Expansion of the Facility for Repurchase)
(Repurchase
of Shares Under the Provision of Sony’s Articles of Incorporation Pursuant to Article
459, Paragraph 1 of the Companies Act)
February 26, 2026
Sony Group Corporation
Notice Regarding Partial Amendments to the Facility
for the Repurchase of Shares of Common Stock
(Expansion of the Facility for Repurchase)
(Repurchase of Shares Under the Provision of
Sony’s Articles of Incorporation Pursuant to Article 459, Paragraph 1 of the Companies Act)
Sony Group Corporation (“Sony”) approved,
at the meeting of its Board of Directors held on February 5, 2026, partial amendments to the facility for the repurchase of shares of
its own common stock, originally approved by the Board of Directors on November 11, 2025, pursuant to Article 459, Paragraph 1 of the
Companies Act of Japan and Article 34 of Sony’s Articles of Incorporation. Sony hereby announces that, with the resolution of its
Board of Directors as of today, it decided to further partially amend the facility for the repurchase of shares of common stock, as follows.
1. Reason for Partial Amendments to the Facility for the Repurchase
of Shares
Sony repurchases its own shares in consideration
of factors such as opportunities for strategic investment, financial condition and the price of its common stock as part of improving
capital efficiency and implementing capital policy according to the business environment. Sony resolved to expand the facility to allow it
to repurchase its own shares more flexibly in light of current repurchase progress, trends in the stock market and other factors.
2. Details of Partial Amendments to the Facility for the Repurchase
of Shares (Amendments are underlined.)
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|
Before
Partial Amendments
(Board
of Directors resolution on February 5, 2026) |
After
Partial Amendments
(Board
of Directors resolution on February 26, 2026) |
| (1) |
Class
of shares for repurchase |
Common
stock of Sony |
Common
stock of Sony |
| (2) |
Total
number of shares for repurchase |
55
million shares (maximum)
(0.92% of total number of shares issued and outstanding (excluding treasury stock)) |
90
million shares (maximum)
(1.51% of total number of shares issued and outstanding (excluding treasury stock)) |
| (3) |
Total
purchase amount for repurchase of shares |
150
billion yen (maximum) |
250
billion yen (maximum) |
| (4) |
Period
of repurchase |
November
12, 2025 to May 14, 2026 |
November
12, 2025 to May 14, 2026 |
| (5) |
Method
of repurchase |
Expected
open market purchase through the Tokyo Stock Exchange based on a discretionary trading contract |
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 a share repurchase of only a portion of the above will be carried out.
(For reference)
| 1. | Total number and purchase amount of shares repurchased pursuant to the Board of Directors resolutions on November 11, 2025 and February
5, 2026 (as of February 20, 2026) |
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(1) |
Total number of shares repurchased |
28,401,000 shares |
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(2) |
Total purchase amount for repurchased shares |
106,887,883,460 yen |
| 2. | Status of treasury stock as of February 20, 2026 |
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(1) |
Total number of shares issued and outstanding (excluding treasury stock) |
5,949,255,229 shares |
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(2) |
Number of treasury stock |
200,555,416 shares |
End of document
