SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D. C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
Pursuantto Rule 13a-16 or 15d-16 of
theSecurities Exchange Act of 1934
Forthe month of June 2025
CommissionFile Number: 001-06439
SONYGROUP CORPORATION
(Translationof registrant’s name into English)
1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN
(Addressof principal executive offices)
Theregistrant files annual reports under cover of Form 20-F.
Indicateby 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
Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned, 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
Grantingof Restricted Stock Units (“RSUs”)
In the fiscal year ended March 31, 2023, SonyGroup Corporation (the “Corporation”) introduced a stock compensation plan under which shares of its common stock are deliveredafter 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 theCorporation (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) |
| (2) | Method of Vesting |
On the conditionthat the Recipient holds, throughout the period between the date of grant of the RSUs and the first day of the month following the monthof the ninth anniversary of the date of grant (if such date falls on a holiday of the Corporation, the following business day), a positionas 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 ninthanniversary 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 aU.S. taxpayer, the Recipient ceases to hold his or her position in a way that such loss of position constitutes a “separation fromservice” as defined under U.S. Treasury Regulation Section 1.409A-1(h)), due to his or her death or any other justifiable reasonthat 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 timeof 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) |
| (2) | Method of Vesting |
On the conditionthat the Recipient holds, throughout the period between the date of grant of the RSUs and the first day of the month following the monthof the third anniversary of the date of grant (if such date falls on a holiday of the Corporation, the following business day), a positionas a director, a corporate executive officer and/or any other officer at, or an employee of, the Corporation and/or a Related Companyof the Corporation (a “Related Company” means a “subsidiary (kogaisha)” as defined in Article 8, Paragraph3 of the Ordinance on the Terminology, Forms and Preparation Methods of Financial Statements, etc. or an “affiliated company (kanrenkaisha)” 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 thirdanniversary 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 anyother officer at, and, if applicable, ceases to be an employee of, the Group Companies due to his or her death or any other justifiablereason that is approved by the Compensation Committee or the Representative Corporate Executive Officer of the Corporation, at a certaintime after the loss of such position with the Group Companies as stated in Section 6, a pro-rata portion of the outstanding RSUs shallvest and the Number of Shares for RSUs shall be delivered; the pro-rata portion of RSUs shall be determined by the Corporation accordingto 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 theCorporation 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) |
| (2) | Method of Vesting |
On the conditionthat the Recipient holds, throughout the period between the date of grant of the RSUs and each date of vesting set out in column (1) ofthe table below, a position as a director, a corporate executive officer and/or any other officer at, or an employee of any of the GroupCompanies, 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 holidayof the Corporation, the following business day). The number of the units that vest on the first day of the month following the month ofthe first anniversary of the date of grant or the first day of the month following the month of the second anniversary of the date ofgrant 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 approvedby the Compensation Committee or the Representative Corporate Executive Officer of the Corporation, at a certain time after the loss ofsuch position with the Group Companies as stated in Section 6. below, a pro-rata portion of the outstanding RSUs shall vest and the Numberof Shares for RSUs shall be delivered; the pro-rata portion of RSUs shall be determined by the Corporation according to the length oftime between the grant date of the RSUs and the date of the loss of such position with the Group Companies. However, the CompensationCommittee the Representative Corporate Executive Officer or the Senior Executive in charge of Human Resources of the Corporation may adjustthe 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) |
| (2) | Method of Vesting |
All the RSUs heldby the Recipient shall vest on the date specified below corresponding to the period in which the Recipient ceases to hold a position asa 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 ceaseto be a Senior Executive, such as the case when the Recipient continues to hold any other executive position of the Corporation even afterthe loss of such position, all the RSUs held by such Recipient shall not vest when the Recipient cease to be a Senior Executive and shallvest on the date specified below corresponding to the period in which such Recipient ceases to hold all the positions that he or she holdsas 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 positionsmentioned above before the first day of the month following the month of the 1st anniversary of the date of grant, the date of vestingshall be adjusted to fall after the date on which the annual securities report of the Corporation for the fiscal year in which the dateof grant falls (or, if the date of grant falls within six months after the start of the fiscal year of the Corporation, semi-annual securitiesreport of the Corporation) has been submitted. In addition, the Corporation may adjust the date of the vesting within a reasonable extentfrom 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 GroupCompanies as stated in Section 6. below, the outstanding RSUs at the time of his or her death shall vest and the Number of Shares forRSUs shall be delivered.
| 5. | Date of Grant |
July 25, 2025 (scheduled)
| 6. | Method and Timing of Delivery of the Shares of Common Stock of the Corporation |
After the vestingof the Thirteenth Series RSUs, the Fourteenth Series RSUs, the Fifteenth Series RSUs and the Sixteenth Series RSUs, the Corporation willpromptly deliver the shares of common stock of the Corporation in the Number of Shares for RSUs by way of transferring treasury sharespursuant to the decision of the Representative Corporate Executive Officer of the Corporation through contribution in kind of monetarycompensation receivables against the Group Companies that are provided by the Group Companies to the Recipients (the Corporation willcumulatively assume the debt obligation owed to the Recipients of the Related Companies in relation to the monetary compensation receivablesthat are granted to such Recipients of its Related Companies), provided, however, if any Recipient that received the Thirteenth SeriesRSUs is a U.S. taxpayer and a “specified employee” (as determined in accordance with Section 409A of the Internal RevenueCode of 1986, as amended, and the regulations and guidance promulgated thereunder, including the exemptions therefrom (“Section409A”)), the delivery of shares may be delayed to the extent necessary to comply with the requirements of Section 409A. The foregoingnotwithstanding, if deemed necessary by the Corporation, instead of the Related Company granting a monetary compensation receivable tothe Recipient, the Corporation may take measures it deems appropriate, such as having such Related Company pay money to such Recipientin an amount equal to the amount of such monetary compensation receivable. In this case, such Recipient shall acquire the shares of commonstock of the Corporation in the Number of Shares for RSUs by paying cash to the Corporation in exchange for such shares. If the totalnumber of issued shares of common stock of the Corporation increases or decreases due to stock consolidation or stock split (includingfree distribution of shares (musho wariate)), the Corporation will adjust the number of shares to be delivered by multiplying suchnumber by the ratio of the consolidation or split.
In addition, theamount to be paid per share for the shares of common stock of the Corporation to be transferred under the Plan shall be determined bythe Corporation (i) based on the closing price of the share of common stock of the Corporation in the regular trading thereof on the TokyoStock Exchange on the trading day immediately preceding the date when the Representative Corporate Executive Officer of the Corporationmakes a decision with respect to such transfer (or, if no transaction has been effected on such trading day, the closing price on theimmediately preceding trading day) and (ii) at a price that is not particularly favorable to the Recipients and within a range that willbe in compliance with applicable laws and regulations.
If any special circumstances makeit difficult to deliver the shares of common stock of the Corporation or if the Corporation otherwise deems it necessary, the Corporationmay, 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 RSUsand 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 otherserious criminal penalty, (iii) a petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation proceedingsor 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 forany 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 withrespect to a merger agreement under which the Corporation will be dissolved, a share exchange agreement or a share transfer plan underwhich the Corporation will become a wholly-owned subsidiary, or any other reorganization is approved at a shareholders’ meetingof the Corporation (or by the Board of the Corporation if such approval at a shareholders’ meeting of the Corporation is not requiredwith respect to such reorganization) or any other events stipulated by the Corporation occur, the Corporation may deliver to the Recipientsthe shares of common stock of the Corporation, money, or shares of the other party to such reorganization in the number or amount reasonablystipulated in accordance with the resolution of the Compensation Committee or the decision of the Representative Corporate Executive Officerof the Corporation based on the period that has elapsed between the date of grant and the effective date of such reorganization or anyother factors.
| (3) | Restriction on disposal of the RSUs |
The Recipients maynot transfer or encumber or otherwise dispose of any RSUs in any manner whatsoever.
| 8. | Other |
Today, the Corporationfiled the extraordinary report regarding disposition of treasury shares upon vesting of the Thirteenth Series RSUs, the Fourteenth SeriesRSUs, the Fifteenth Series RSUs and the Sixteenth Series RSUs with the Director-General of the Kanto Local Finance Bureau.
The Corporation willfile a registration statement (Form S-8) regarding the delivery of shares under the Plan with the U.S. Securities and Exchange Commission.
End