Komori
Share Issuance and Disposal6758SONY GROUP CORPORATIONElectric Appliances & Precision Instruments

Notice Regarding the Disposal of Treasury Shares upon Vesting of Restricted Stock Units (RSUs)

Upon RSU vesting, Sony Group will dispose of a total of 6,300,770 treasury shares. Of these, 6,273,892 shares will be disposed of in exchange for an in-kind contribution of monetary compensation receivables, while 26,878 shares will be disposed of against cash payments by the recipients.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
6300770
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with the vesting of Restricted Stock Units (RSUs)

Who receives how much

Disposal of treasury shares through contribution in kind of monetary claims 6,273,892 shares (may decrease by the payment date) / Disposal of treasury shares through cash payment 26,878 shares (may decrease by the payment period)

Directors and other officers of affiliated companies2 / 252,694 shares
Employees of affiliated companies1 / 515 shares
The Company's executive officers and other officers2 / 29,847 shares
Employees of the Company504 people / 315,389 shares
Directors and other officers of affiliated companies66 people / 303,355 shares
Employees of affiliated companies3,835 people / 4,403,342 shares
The Company's executive officers and other officers6 / 210,100 shares
Employees of the Company427 people / 182,129 shares
Directors and other officers of affiliated companies29 people / 60,032 shares
Employees of affiliated companies2,413 people / 516,489 shares
Directors and other officers of affiliated companies2 / 823 shares
Employees of affiliated companies84 / 26,055 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥4,281 per share
Total issue value

Disposal of treasury shares through contribution in kind of monetary claims ¥26,858,531,652 / Disposal of treasury shares through cash payment ¥115,064,718

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Conditions for lifting transfer restrictions
Plan B vests 3 years after the grant date, Plan C vests in equal annual installments of one-third over 3 years from the grant date, and Plan F vests 1 year after the grant date. As a general rule, vesting is conditional on the recipient continuing to hold the position of officer or employee of a group company. Special provisions apply if the recipient loses that position due to death, retirement at the mandatory retirement age or other legitimate reasons.
Reason for acquisition without consideration
All unvested RSUs lapse if, before the vesting date, the recipient relinquishes the RSUs, is sentenced to imprisonment or a more severe penalty, becomes subject to a petition to commence bankruptcy or other proceedings, becomes subject to attachment or similar measures, or falls under any other circumstances specified in advance by the Company.
Categories and Number of Persons Covered
8 executive officers and other officers of the Company, 931 employees of the Company, 99 directors and other officers of the Company's related companies, and 6,333 employees of the Company's related companies. Separately, for the cash payment portion, 2 directors and other officers of related companies and 84 employees of related companies.
Payment date
Contribution in kind of monetary claims 1 December 2026 / Cash payment From 1 December 2026 through 15 December 2026
Basis for determining the amount to be paid
The closing price for regular trading on the Tokyo Stock Exchange on 12 November 2026 was ¥4,281. The amount is based on the closing price on the business day preceding the decision date of the Representative Executive Officer and is set at an amount that is not particularly favorable. No numerical discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
A decision by the Representative Executive Officer based on a delegation under a resolution of the Board of Directors. No statement is made regarding obtaining an independent third-party opinion or confirming shareholder intent.
Impact on Business Performance
Although the document states that the purpose is to improve Sony Group's business performance, it does not state the specific impact of this treasury share disposal on business performance or financial results.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with the vesting of Restricted Stock Units (RSUs)
Number of shares to be issued or disposed ofDisposal of treasury shares through contribution in kind of monetary claims 6,273,892 shares (may decrease by the payment date) / Disposal of treasury shares through cash payment 26,878 shares (may decrease by the payment period)
Issue price and disposal price¥4,281 per share
Total issue valueDisposal of treasury shares through contribution in kind of monetary claims ¥26,858,531,652 / Disposal of treasury shares through cash payment ¥115,064,718
Payment dateContribution in kind of monetary claims 1 December 2026 / Cash payment From 1 December 2026 through 15 December 2026
Intended allotteeName Directors and other officers of affiliated companies / Number of Employees 2 / Number of Shares 252,694 shares / plans B, Name Employees of affiliated companies / Number of Employees 1 / Number of Shares 515 shares / plans B, Name The Company's executive officers and other officers / Number of Employees 2 / Number of Shares 29,847 shares / plans C, Name Employees of the Company / Number of Employees 504 people / Number of Shares 315,389 shares / plans C, Name Directors and other officers of affiliated companies / Number of Employees 66 people / Number of Shares 303,355 shares / plans C, Name Employees of affiliated companies / Number of Employees 3,835 people / Number of Shares 4,403,342 shares / plans C, Name The Company's executive officers and other officers / Number of Employees 6 / Number of Shares 210,100 shares / plans F, Name Employees of the Company / Number of Employees 427 people / Number of Shares 182,129 shares / plans F, Name Directors and other officers of affiliated companies / Number of Employees 29 people / Number of Shares 60,032 shares / plans F, Name Employees of affiliated companies / Number of Employees 2,413 people / Number of Shares 516,489 shares / plans F, Name Directors and other officers of affiliated companies / Number of Employees 2 / Number of Shares 823 shares / plans C · Cash payment, Name Employees of affiliated companies / Number of Employees 84 / Number of Shares 26,055 shares / plans C · Cash payment
Basis for determining the amount to be paidThe closing price for regular trading on the Tokyo Stock Exchange on 12 November 2026 was ¥4,281. The amount is based on the closing price on the business day preceding the decision date of the Representative Executive Officer and is set at an amount that is not particularly favorable. No numerical discount or premium rate is stated.
Conditions for lifting transfer restrictionsPlan B vests 3 years after the grant date, Plan C vests in equal annual installments of one-third over 3 years from the grant date, and Plan F vests 1 year after the grant date. As a general rule, vesting is conditional on the recipient continuing to hold the position of officer or employee of a group company. Special provisions apply if the recipient loses that position due to death, retirement at the mandatory retirement age or other legitimate reasons.
Reason for acquisition without considerationAll unvested RSUs lapse if, before the vesting date, the recipient relinquishes the RSUs, is sentenced to imprisonment or a more severe penalty, becomes subject to a petition to commence bankruptcy or other proceedings, becomes subject to attachment or similar measures, or falls under any other circumstances specified in advance by the Company.
Categories and Number of Persons Covered8 executive officers and other officers of the Company, 931 employees of the Company, 99 directors and other officers of the Company's related companies, and 6,333 employees of the Company's related companies. Separately, for the cash payment portion, 2 directors and other officers of related companies and 84 employees of related companies.
Procedures under the Corporate Code of ConductA decision by the Representative Executive Officer based on a delegation under a resolution of the Board of Directors. No statement is made regarding obtaining an independent third-party opinion or confirming shareholder intent.
Impact on Business PerformanceAlthough the document states that the purpose is to improve Sony Group's business performance, it does not state the specific impact of this treasury share disposal on business performance or financial results.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To link Sony Group's performance with the recipients' interests, increase their motivation to contribute to improved performance, and improve Sony Group's performance.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares upon Vesting of Restricted Stock Units (RSUs) | SONY GROUP CORPORATION (6758) timely disclosure | Komori