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Sony Group (NYSE: SONY) files Form 6-K adding senior note forms to F-3 shelf

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Sony Group Corporation filed a Form 6-K mainly to submit exhibits related to recently issued senior debt securities. The filing includes the forms of 4.657% Senior Notes due 2031 and 5.089% Senior Notes due 2036, along with associated legal opinions and consents.

These exhibits are incorporated by reference into Sony’s existing shelf registration statement on Form F-3 (Registration No. 333-296885), which was filed with the SEC on June 18, 2026.

Positive

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Negative

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Senior Notes Coupon 4.657% Coupon rate on Senior Notes due 2031 (Form of notes)
Maturity 2031 Notes 2031 Stated maturity year of 4.657% Senior Notes
Senior Notes Coupon 5.089% Coupon rate on Senior Notes due 2036 (Form of notes)
Maturity 2036 Notes 2036 Stated maturity year of 5.089% Senior Notes
Registration Number 333-296885 Form F-3 registration referenced for incorporation by reference
Form Type Form 6-K Report of foreign private issuer for June 2026
Senior Notes financial
"Form of 4.657% Senior Notes due 2031"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Form 6-K regulatory
"SECURITIES AND EXCHANGE COMMISSION FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.
Form F-3 regulatory
"Registration Statement on Form F-3 (Registration No. 333-296885)"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
Registration Statement regulatory
"Registration Statement on Form F-3 (Registration No. 333-296885)"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Opinion financial
"Opinion of Nagashima Ohno & Tsunematsu"
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Learn about SEC filing dates

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE MONTH OF JUNE 2026

 

COMMISSION FILE NUMBER: 001-06439

 

 

Sony Group Kabushiki Kaisha

(Name of registrant)

 

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)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x   Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

 

Contents

 

Exhibit Index

 

Exhibit Number
   
4.1   Form of 4.657% Senior Notes due 2031
   
4.2   Form of 5.089% Senior Notes due 2036
   
5.1   Opinion of Nagashima Ohno & Tsunematsu
   
5.2   Opinion of Cleary Gottlieb Steen & Hamilton LLP
   
23.1   Consent of Nagashima Ohno & Tsunematsu (included in Exhibit 5.1)
   
23.2   Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2)

 

The registrant hereby incorporates Exhibits 4.1, 4.2, 5.1 and 5.2 to this report on Form 6-K by reference in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-296885) of the registrant, filed with the Securities and Exchange Commission on June 18, 2026.

 

 

 

 

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)
    Name: Lin Tao
    Title: Chief Financial Officer, Corporate Executive Officer and Member of the Board

 

Date: June 30, 2026

 

 

 

FAQ

What is the purpose of Sony (SONY) filing this Form 6-K?

The Form 6-K submits exhibits related to senior notes and legal opinions. Sony incorporates these exhibits into its existing Form F-3 shelf registration, supporting documentation for previously registered securities offerings.

What senior notes are referenced in Sony (SONY) June 2026 Form 6-K?

The filing references a form of 4.657% Senior Notes due 2031 and a form of 5.089% Senior Notes due 2036. These note forms outline key terms for those debt securities as part of Sony’s registered offerings.

How does this Form 6-K relate to Sony (SONY) Form F-3 registration?

Sony’s Form 6-K incorporates Exhibits 4.1, 4.2, 5.1, and 5.2 by reference into its Form F-3 Registration Statement No. 333-296885. This links the senior note forms and legal opinions directly to the shelf registration.

Who signed Sony (SONY) June 2026 Form 6-K for the company?

The Form 6-K was signed on behalf of Sony Group Corporation by Lin Tao. Lin Tao is identified as Chief Financial Officer, Corporate Executive Officer and Member of the Board, acting as the authorized signatory.

What is the registration number of Sony (SONY) Form F-3 referenced here?

The Form 6-K incorporates exhibits into Sony’s existing Form F-3 Registration Statement with registration number 333-296885. This registration statement was filed with the SEC on June 18, 2026 as noted in the filing.

Filing Exhibits & Attachments

4 documents