Sec Form 3 Filing - Totoki Hiroki @ Sony Group Corp - 2026-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Totoki Hiroki
2. Issuer Name and Ticker or Trading Symbol
Sony Group Corp [ SONY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
1-7-1 KONAN, MINATO-KU
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2026
(Street)
TOKYO108-0075
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 398,250 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Restricted Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 202,000 D
Restricted Stock Units ( 2 ) ( 2 ) ( 2 ) Common Stock 236,225 D
Restricted Stock Units ( 3 ) ( 3 ) ( 3 ) Common Stock 292,044 D
Restricted Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 26,402 D
Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 47,992 D
Employee Stock Option (right to buy) $ 8.25 ( 13 ) ( 6 ) 10/30/2028 Common Stock 132,000 D
Employee Stock Option (right to buy) $ 11.84 ( 13 ) ( 7 ) 10/28/2030 Common Stock 150,000 D
Employee Stock Option (right to buy) $ 18.39 ( 13 ) ( 8 ) 10/28/2031 Common Stock 250,000 D
Employee Stock Option (right to buy) $ 14.6 ( 13 ) ( 9 ) 11/01/2032 Common Stock 250,000 D
Employee Stock Option (right to buy) $ 16.59 ( 13 ) ( 10 ) 11/09/2033 Common Stock 450,000 D
Employee Stock Option (right to buy) $ 18.89 ( 13 ) ( 11 ) 11/08/2034 Common Stock 450,000 D
Employee Stock Option (right to buy) $ 28.91 ( 13 ) ( 12 ) 10/30/2035 Common Stock 525,700 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Totoki Hiroki
1-7-1 KONAN, MINATO-KU
TOKYO108-0075
X President and CEO
Signatures
/s/ Yujiro Okusuka, as Attorney-in-Fact for Hiroki Totoki 03/18/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of phantom restricted stock is the economic equivalent of one share of SONY common stock. The shares of phantom restricted stock will be settled in cash upon the Reporting Person's retirement from a position as a senior executive of the issuer, which cash value shall be determined by multiplying the accumulated number of phantom shares by price of a share of SONY common stock based on the higher of (i) the closing price of a share of SONY common stock on the day before retirement and (ii) the average closing price of a share of SONY common stock for the ten trading days up to (and including) the day before retirement.
( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of SONY common stock. The RSUs vest on August 2, 2027. The grant is subject to forfeiture and accelerated vesting in accordance with its terms.
( 3 )Each RSU represents a contingent right to receive one share of SONY common stock. The RSUs vest on August 1, 2028. The grant is subject to forfeiture and accelerated vesting in accordance with its terms.
( 4 )Each RSU represents a contingent right to receive one share of SONY common stock. The RSUs vest on a specified date corresponding to the date upon which the Reporting Person ceases to hold a position as a senior executive of the Issuer: (a) if the termination occurs between April 1 to July 17, the RSUs will vest on August 1 of the year of termination; (b) if the termination occurs between July 18 to November 16, the RSUs will vest on December 1 of the year of termination; (c) if the termination occurs between November 17 to March 31, the RSUs will vest on the April 15 following the date of termination. The grant is subject to forfeiture and accelerated vesting in accordance with its terms.
( 5 )Each RSU represents a contingent right to receive one share of SONY common stock. The RSUs vest on December 1, 2026. The grant is subject to forfeiture and accelerated vesting in accordance with its terms.
( 6 )The allocation agreement provides that the option to acquire common stock became exercisable in three equal installments on each of October 31, 2020, November 20, 2020, and November 20, 2021. The option was granted on November 20, 2018.
( 7 )The allocation agreement provides that the option to acquire common stock became exercisable in three equal installments on each of October 29, 2022, November 18, 2022, and November 18, 2023. The option was granted on November 18, 2020.
( 8 )The allocation agreement provides that the option to acquire common stock became exercisable in three equal installments on each of October 29, 2023, November 18, 2023, and November 18, 2024. The option was granted on November 18, 2021.
( 9 )The allocation agreement provides that the option to acquire common stock became exercisable in three equal installments on each of November 2, 2024, November 16, 2024, and November 16, 2025. The option was granted on November 16, 2022.
( 10 )The allocation agreement provides that the option to acquire common stock becomes exercisable in three equal installments on each of November 10, 2025, November 27, 2025, and November 27, 2026. The option was granted on November 27, 2023.
( 11 )The allocation agreement provides that the option to acquire common stock becomes exercisable in three equal installments on each of November 9, 2026, November 25, 2026, and November 25, 2027. The option was granted on November 25, 2024.
( 12 )The allocation agreement provides that the option to acquire common stock becomes exercisable in three equal installments on each of October 31, 2027, November 25, 2027, and November 25, 2028. The option was granted on November 25, 2025.
( 13 )For purposes of this Form 3, a conversion rate of USD $0.006408 for each JPY 1.00 was used.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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