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 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 |
| |
|
(Signature) |
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Lin Tao |
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Chief Financial Officer |
Date:
October 30, 2026
List
of Materials
Documents attached
hereto:
Granting of Performance Share Units (“PSUs”)
October 30, 2026
Sony Group Corporation
Granting of Performance Share Units (“PSUs”)
Sony Group Corporation (the “Corporation”)
announced in its press release “Introduction of Stock Compensation Plan through Performance Share Units (the “PSUs”)”
dated today that it resolved at today’s meeting of the Compensation Committee to introduce a stock compensation plan where shares
of its common stock will be delivered after the vesting of PSUs (such plan, the “Plan”), and today the Corporation announces
that it has decided to grant PSUs to the corporate executive officers and other officers, and employees of the Corporation and the directors
and other officers of the subsidiaries of the Corporation (the “Recipient(s)”) under the Plan, as follows.
| 1. | Summary of First Series PSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of PSUs to be granted |
| Corporate Executive Officers and other officers of the Corporation |
6 persons |
(a total of 404,930 units, corresponding to up to 809,860 shares) |
| Employees of the Corporation |
4 persons |
(a total of 15,140 units, corresponding to up to 30,280 shares) |
| Directors and other officers of the subsidiaries of the Corporation |
8 persons |
(a total of 202,290 units, corresponding to up to 404,580 shares) |
| Total |
18 persons |
(a total of 622,360 units, corresponding to up to 1,244,720 shares) |
The maximum numbers
of shares described above represent the numbers of shares of common stock of the Corporation (the “Share(s)”) deliverable
upon vesting if the value determined based on the level of achievement of the performance conditions reaches the maximum of 200%.
Subject to
the Recipient continuously holding any position as a director, a corporate executive officer or any other officer at, or as an employee
of, any of the Corporation or Related Companies 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 the same article (hereinafter the same shall
apply), and together with the Corporation, the “Group Companies”) from the date of grant of the PSUs through the last day
of the three-year period (consisting of three fiscal years) commencing on the first day of the fiscal year in which the date of grant
of the PSUs falls (the “Performance Evaluation Period”), the PSUs shall vest on the date prescribed in the internal rules related
to PSUs (the “PSU Regulations”) with respect to the Shares, the number of which is equal to (a) the number of units granted
multiplied by (b) the value determined based on the level of achievement (0%-200%) of the performance conditions set forth in the
PSU Regulations, such as the Corporation’s Total Shareholder Return (as defined in the PSU Regulations) and other factors during
the Performance Evaluation Period.
Notwithstanding the foregoing, if
the Recipient ceases to hold his or her position as a director, a corporate executive officer or any other officer at, or as an employee
of any of, the Group Companies due to death, the Recipient’s PSUs shall vest at a certain time after the loss of such position with
the Group Companies and the number of Shares to be delivered shall be determined based on the number of units held by the Recipient as
of his or her death, taking into account the level of achievement of the performance conditions with such adjustments as the Corporation
considers necessary or desirable; provided, however, that the Compensation Committee or the Senior Executive in charge of Human Resources
of the Corporation may adjust the number of Shares to be delivered to a reasonable extent.
In addition, on or before the last
day of the Performance Evaluation Period, in the case that the Recipient ceases to hold all such positions due to any justifiable reason
other than death 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, the Recipient’s PSUs shall vest at a certain time after the loss of such position with the Group
Companies and the number of Shares to be delivered shall be determined based on the number of units held by the Recipient as of the time
the Recipient ceases to hold all such positions, taking into account the level of achievement of the performance conditions with such
adjustments as the Corporation considers necessary or desirable and the Recipient’s period of service; provided, however, that the
Compensation Committee or the Senior Executive in charge of Human Resources of the Corporation may adjust the number of Shares to be delivered
to a reasonable extent.
November 25,
2026 (scheduled)
| 3. | Method and Timing of Delivery of the Shares |
After the vesting
of the First Series PSUs, the Corporation will promptly deliver the Shares 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). 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 by paying cash to the Corporation in exchange for such 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 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 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 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 his or her successor.
| (1) | Events that would extinguish the PSUs |
In the event
that (i) the Recipient chooses to forego his or her PSUs 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 PSUs will be extinguished.
| (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, 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.
| (3) | Restriction on disposal of the PSUs |
The Recipients
may not transfer or encumber or otherwise dispose of any PSUs in any manner whatsoever.
If, before
the granting of PSUs, 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, the Corporation will not grant PSUs
to such Recipient.
In addition
to the above, for the purpose of the introduction of the Plan and the outline of the Plan, please refer to “Introduction of Stock
Compensation Plan through Performance Share Units (“PSUs”)” announced by the Corporation dated today.
The Corporation
will file the extraordinary report regarding disposition of treasury shares upon vesting of the First Series PSUs 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
