Sony Group Corporation SEC Filings

SONY (6-K, 16 Jul 2025): Disposal of treasury shares upon RSU vesting

Sony Group Corporation will transfer 376,095 treasury shares on 1 Aug 2025 to settle Restricted Stock Units granted under its FY 2023 stock-compensation plan. The disposal price is ¥3,566 per share (Tokyo close, 15 Jul 2025), for an aggregate ¥1.34 bn. Recipients include 2 Sony directors (12,400 shares), 1 Sony employee (8,585), 10 subsidiary directors/officers (84,530), 165 subsidiary employees (267,580) and 1 subsidiary director (3,000). The transaction is executed under a November 2024 shelf registration and authorised by prior Board resolutions.

The shares are sourced from treasury, meaning no new issuance; Sony’s treasury balance falls while outstanding shares rise marginally—an immaterial dilution against the group’s multi-billion-share float. The move aligns executive and employee interests with shareholders through equity-based pay and uses a market-based price to avoid preferential treatment.

Sony Group Corporation filed a Form 6-K to disclose the results of the 108th Ordinary General Meeting of Shareholders held on 24 June 2025. A total of 50,176,516 voting rights were exercised, representing an 83.3 % participation rate from the 60,235,316 voting rights outstanding. All items on the agenda were approved with overwhelming support, each registering approximately 99 % favorable votes.

• Proposal 1 – Reduction of capital reserves: 49,952,502 votes for; 90,942 against; 117,011 abstentions.
• Proposal 2 – Election of 11 directors: Each nominee, including Kenichiro Yoshida and Hiroki Totoki, received ~99 % approvals; the lowest favorable total was 49,740,049 for Joseph A. Kraft Jr.
• Proposal 3 – Introduction of a U.S. tax-advantaged component of the Sony Global Employee Stock Purchase Plan for U.S. subsidiaries: 49,942,997 votes for; 98,219 against; 119,545 abstentions.

Sony Group Corporation has announced a significant RSU (Restricted Stock Units) grant program across four series targeting different employee levels:

Key Details:

• Thirteenth Series: 38,520 shares allocated to 9 directors with 9-year vesting period
• Fourteenth Series: 1,098,398 shares for 15 recipients including corporate officers and subsidiary directors with 3-year vesting
• Fifteenth Series: 1,647,739 shares for 382 recipients including employees with 3-year staged vesting (1/3 annually)
• Sixteenth Series: 43,460 shares for 4 corporate executive officers with position-dependent vesting

Grant date is scheduled for July 25, 2025. The plan includes provisions for early vesting upon death or justified departures, and adjustments for corporate reorganizations. Share delivery will be executed through treasury shares, with pricing based on Tokyo Stock Exchange closing prices.