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 June 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,
| Form 20-F x | |
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.
| |
SONY GROUP CORPORATION
(Registrant)
|
| |
|
|
| |
By: |
/s/ Lin Tao |
| |
|
  (Signature) |
| |
Lin Tao |
| |
Chief Financial Officer |
Date: June 25, 2025
List of Materials
Documents attached hereto:
i) Press release: Granting of Restricted Stock Units (“RSUs”)
June 25, 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”). Today the Corporation announces that it has decided to grant RSUs to the directors,
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 Thirteenth Series RSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of RSUs to be granted |
| Directors
of the Corporation |
9 persons |
(RSUs
corresponding to a total of up to 38,520 shares) |
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 ninth 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 of the Corporation, all RSUs held by the Recipient shall vest on the first day of the month following the month of the ninth
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 his or her position as a director of the Corporation (and if such Recipient is a
U.S. taxpayer, the Recipient ceases to hold his or her position in a way that such loss of position constitutes a “separation from
service” as defined under U.S. Treasury Regulation Section 1.409A-1(h)), due to his or her death or any other justifiable reason
that is approved by the Compensation Committee (which shall be accepted by the Compensation Committee unless there is a special circumstance)
at a certain time after the loss of such position with the Corporation as stated in Section 6. below, the outstanding RSUs at the time
of the loss of such position shall vest and the same number of shares (the “Number of Shares for RSUs”) shall be delivered.
| 2. | Summary of Fourteenth Series RSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of RSUs to be granted |
| Corporate executive
officers of the Corporation |
6 persons |
(RSUs corresponding
to a total of up to 532,730 shares) |
| Employees of the Corporation |
2 persons |
(RSUs corresponding to
a total of up to 128,780 shares) |
| Directors and any other officers
of the subsidiaries of the Corporation |
7 persons |
(RSUs corresponding to
a total of up to 436,888 shares) |
| Total |
15 persons |
(RSUs corresponding to
a total of up to 1,098,398 shares) |
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/or any
other officer at, and, if applicable, ceases to be an employee of, the Group Companies due to his or her death or any other justifiable
reason that is approved by 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 6, 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 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.
| 3. | Summary of Fifteenth Series RSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of RSUs to be granted |
| Employee of
the Corporation |
1 person |
(RSUs corresponding
to a total of up to 16,330 shares) |
| Director and any other officers
of the subsidiaries of the Corporation |
23 persons |
(RSUs corresponding to
a total of up to 153,013 shares) |
| Employees of the subsidiaries
of the Corporation |
358 persons |
(RSUs corresponding to
a total of up to 1,478,396 shares) |
| Total |
382 persons |
(RSUs corresponding to
a total of up to 1,647,739 shares) |
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.
| |
<Date of vesting> (1) |
<Number of vesting units> (2) |
| |
|
|
| a. |
First day of the month following the month of the 1st anniversary of the date of grant |
One-third of the number of units granted |
| |
|
|
| b. |
First day of the month following the month of the 2nd anniversary of the date of grant |
One-third of the number of units granted |
| |
|
|
| c. |
First day of the month following the month of the 3rd anniversary of the date of grant |
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/or any other officer at, and,
if applicable, ceases to be an employee of, the Group Companies due to his or her death or any other justifiable reason that is approved
by 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 6. 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.
| 4. | Summary of Sixteenth Series RSUs |
| (1) | Designation of the Recipients, the number of Recipients and the number of RSUs to be granted |
| Corporate
executive officers of the Corporation |
4 persons |
(RSUs
corresponding to a total of up to 43,460 shares) |
All the RSUs held
by the Recipient shall vest on the date specified below corresponding to the period in which the Recipient ceases to hold a position as
a Senior Executive of the Corporation (or, if the date falls on a holiday of the Corporation, the following business day); provided, however,
if the Compensation Committee deems that there is a special circumstances under which the RSUs should not vest when the Recipient cease
to be a Senior Executive, such as the case when the Recipient continues to hold any other executive position of the Corporation even after
the loss of such position, all the RSUs held by such Recipient shall not vest when the Recipient cease to be a Senior Executive and shall
vest on the date specified below corresponding to the period in which such 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
(or, if the date falls on a holiday of the Corporation, the following business day). If the Recipient ceases to hold his or her positions
mentioned above before the first day of the month following the month of the 1st anniversary of the date of grant, the date of vesting
shall be adjusted to fall after the date on which the annual securities report of the Corporation for the fiscal year in which the date
of grant falls (or, if the date of grant falls within six months after the start of the fiscal year of the Corporation, semi-annual securities
report of the Corporation) has been submitted. In addition, the Corporation may adjust the date of the vesting within a reasonable extent
from the perspective of administrative procedures.
| Period |
Date of vesting (JST) |
| |
|
| a) |
April 1 to July 17 |
August 1 of the same year |
| b) |
July 18 to November 16 |
December 1 of the same year |
| c) |
November 17 to March 31 |
April 15 immediately following the period indicated on the left |
If, before the vesting,
the Recipient ceases to hold all of his or her positions as a director, a corporate executive officer and/or an officer at, and, if applicable,
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 as stated in Section 6. below, the outstanding RSUs at the time of his or her death shall vest and the Number of Shares for
RSUs shall be delivered.
July 25, 2025 (scheduled)
| 6. | Method and Timing of Delivery of the Shares of Common Stock of the Corporation |
After the vesting
of the Thirteenth Series RSUs, the Fourteenth Series RSUs, the Fifteenth Series RSUs and the Sixteenth 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), provided, however, if any Recipient that received the Thirteenth Series
RSUs is a U.S. taxpayer and a “specified employee” (as determined in accordance with Section 409A of the Internal Revenue
Code of 1986, as amended, and the regulations and guidance promulgated thereunder, including the exemptions therefrom (“Section
409A”)), the delivery of shares may be delayed to the extent necessary to comply with the requirements of Section 409A. 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.
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 monies of equal value as a substitute for the delivery of the shares of common stock of the Corporation.
| 7. | Other matters common to the Thirteenth Series RSUs, the Fourteenth Series RSUs, the Fifteenth Series RSUs
and the Sixteenth 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.
| (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.
Today, the Corporation
filed the extraordinary report regarding disposition of treasury shares upon vesting of the Thirteenth Series RSUs, the Fourteenth Series
RSUs, the Fifteenth Series RSUs and the Sixteenth 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
