Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM T-1

 

 

 

¨CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

 

 

New York 13-5160382

(Jurisdiction of incorporation of

organization if not a U.S. national bank)

(I.R.S. Employer

Identification Number)

 

240 Greenwich Street, New York, N.Y.

 

10286

(Address of principal executive offices) (Zip Code)

 

SONY GROUP CORPORATION

(Exact name of obligor as specified in its charter)

 

 

 

Japan Not applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

   

7-1, Konan 1-chome, Minato-ku

Tokyo 108-0075, Japan

+81-3-6748-2111

 

 

108-0075

(Address and telephone number of principal executive
offices)
(Zip Code)

 

 

 

SENIOR DEBT SECURITIES

(Title of the indenture securities)

 

 

 

 

 

 

Item 1.General Information.

 

Furnish the following information as to the trustee—

 

(a)Name and address of each examining or supervising authority to which it is subject.

 

Superintendent of Department of Financial Services of the State of New York

One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

 

Federal Reserve Bank of New York

33 Liberty Street, New York, N.Y. 10045

 

Federal Deposit Insurance Corporation

550 17th Street NW, Washington, D.C. 20429

 

The Clearing House Association L.L.C

100 Broad Street, New York, N.Y. 10004

 

(b)Whether it is authorized to exercise corporate trust powers.

 

Yes

 

Item  2.Affiliations with the obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None

 

Item  16.List of exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits la and lb to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

4.A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494).

 

6.The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

 

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of New York with limited liability, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Singapore, on the 18th day of June, 2026.

 

  The Bank of New York Mellon
     
  By: /s/ Larissa Lambino
  Name: Larissa Lambino
  Title Senior Vice President

 

 

 

 

 EXHIBIT 7

Consolidated Report of Condition of

 

THE BANK OF NEW YORK MELLON

 

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

 

a member of the Federal Reserve System, at the close of business March 31, 2026, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

   Dollar amounts in thousands 
ASSETS    
Cash and balances due from depository institutions:     
Noninterest-bearing balances and currency and coin    5,151,000 
Interest-bearing balances    179,331,000 
Securities:     
Held-to-maturity securities    48,830,000 
Available-for-sale debt securities    106,552,000 
Equity securities with readily determinable fair values not held for trading   0 
Federal funds sold and securities purchased under agreements to resell:     
Federal funds sold in domestic offices    0 
Securities purchased under agreements to resell   24,813,000 
Loans and lease financing receivables:     
Loans and leases held for sale   0 
Loans and leases held for investment   60,448,000 
LESS: Allowance for credit losses on loans and leases   211,000 
Loans and leases held for investment, net of allowance    60,237,000 
Trading assets    8,224,000 
Premises and fixed assets (including right-of-use assets)    3,478,000 
Other real estate owned    0 
Investments in unconsolidated subsidiaries and associated companies    2,481,000 
Direct and indirect investments in real estate ventures   0 
Intangible assets   7,343,000 
Other assets    20,909,000 
Total assets    467,349,000 
      
LIABILITIES     
Deposits:     
In domestic offices    302,628,000 
Noninterest-bearing    124,486,000 
Interest-bearing    178,142,000 
In foreign offices, Edge and Agreement subsidiaries, and IBFs    117,096,000 
Noninterest-bearing    10,404,000 
Interest-bearing    106,692,000 
Federal funds purchased and securities sold under agreements to repurchase:     
Federal funds purchased in domestic offices   0 
Securities sold under agreements to repurchase    2,787,000 
Trading liabilities    2,480,000 
Other borrowed money:     
(includes mortgage indebtedness)   3,682,000 
Not applicable     
Not applicable     
Subordinated notes and debentures    0 
Other liabilities    9,576,000 
Total liabilities    438,249,000 
      
EQUITY CAPITAL     
Perpetual preferred stock and related surplus   0 
Common stock    1,135,000 
Surplus (exclude all surplus related to preferred stock)    13,112,000 
Retained earnings    16,871,000 
Accumulated other comprehensive income   -2,018,000 
Other equity capital components   0 
Total bank equity capital    29,100,000 
Noncontrolling (minority) interests in consolidated subsidiaries   0 
Total equity capital    29,100,000 
Total liabilities and equity capital    467,349,000 

 

I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

  Dermot McDonogh
  Chief Financial Officer

 

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

Robin A. Vince
Jeffrey A. Goldstein
Joseph J. Echevarria
  Directors