The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

 Filed Pursuant to Rule 424(b)(5)​

 Registration No. 333-296885​

SUBJECT TO COMPLETION, DATED JUNE 22, 2026

SONY GROUP CORPORATION

(incorporated under the laws of Japan with limited liability)

U.S.$                  % Senior Notes due 2031
U.S.$                 % Senior Notes due 2036

Sony Group Corporation (“Sony”) will issue an aggregate principal amount of U.S.$        of senior notes due            , 2031 (the “2031 notes”), and an aggregate principal amount of U.S.$        of senior notes due 2036 (the “2036 notes” and, together with the 2031 notes, the “notes”). The 2031 notes and 2036 notes will bear interest commencing            , 2026, at an annual rate of       % and       %, respectively, payable semiannually in arrears on June            and December            of each year, beginning on            , 2026.

The notes of each series may be redeemed at any time prior to maturity in the circumstances described under “Description of the Notes — Optional Redemption” below and as set forth under “Description of Senior Debt Securities — Optional Tax Redemption” in the accompanying prospectus. The notes will not be subject to any sinking fund. The notes will be issued only in registered form in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.

The notes will not be listed on any securities exchange or quoted on an automated dealer quotation system.

Investing in the notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information — D. Risk Factors” of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) in the “Risk Factors” section beginning on page S-23 of this prospectus supplement and in the documents that are incorporated by reference herein before making any decision to invest in the notes.

(1)

Plus accrued interest from            , 2026, if settlement occurs after that date.

​

(2)

For additional underwriting compensation information, see “Underwriting.”

​

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The notes of each series will be represented by one or more global certificates deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”). Beneficial interests in these global certificates will be shown on, and transfers thereof will be effected through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). Except as described in this prospectus supplement or the accompanying prospectus, notes in definitive certificated form will not be issued in exchange for global certificates.

It is expected that the notes will be delivered in book-entry form only, through the facilities of DTC and its participants, including Euroclear and Clearstream, on or about            , 2026.

Joint Lead Managers and Joint Bookrunners

Prospectus Supplement dated            , 2026

 

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

 

S-i

 

The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (the “FIEA”), and are subject to the Act on Special Measures Concerning Taxation of Japan (the “Act on Special Measures Concerning Taxation”). The notes may not be offered or sold in Japan, to any person resident in Japan, or to others for reoffering or resale directly or indirectly in Japan or to a person resident in Japan, for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan) except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental guidelines of Japan. In addition, the notes are not, as part of the distribution by the underwriters under the applicable underwriting agreement at any time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the issuer of the notes as described in Article 6, Paragraph (4) of the Act on Special Measures Concerning Taxation, or a specially-related person of the Issuer, or (ii) a Japanese financial institution, designated in Article 6, Paragraph (11) of the Act on Special Measures Concerning Taxation.

Interest payments on the notes will generally be subject to Japanese withholding tax unless it is established that the notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Issuer, (ii) a Japanese financial institution designated in Article 6, Paragraph (11) of the Act on Special Measures Concerning Taxation which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, a Japanese financial institution or a Japanese financial instruments business operator described in Article 3-3, Paragraph (6) of the Act on Special Measures Concerning Taxation which complies with the requirement for tax exemption under that paragraph.

Interest payments on the notes to an individual resident of Japan, to a Japanese corporation (except as described in the preceding paragraph), or to an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Issuer will be subject to deduction in respect of Japanese income tax at a rate of 15.315% (15.15% on or after January 1, 2048) of the amount of such interest.

Representation by Investor upon Distribution

By subscribing for any notes, an investor will be deemed to have represented that it is a beneficial owner who is (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Issuer or (ii) a Japanese financial institution, designated in Article 6, Paragraph (11) of the Act on Special Measures Concerning Taxation.

NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

PRIIPs Regulation / Prohibition of sales to EEA retail investors.   The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.​

This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of the notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of notes. Accordingly, any person making or intending to make any offer in a Member State of notes which are the subject of the offering

 

S-ii

 

contemplated by this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither we nor the underwriters have authorized, nor do we or they authorize, the making of any offer of notes in circumstances in which an obligation arises for us or the underwriters to publish or supplement a prospectus for such offer.

NOTICE TO PROSPECTIVE INVESTORS IN THE UK

UK PRIIPs Regulation / Prohibition of sales to UK retail investors.   The notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is either one or both of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

This prospectus supplement and the accompanying prospectus are only being distributed to, and are only directed at, persons who are outside the UK, or if in the UK, persons that are (1) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (2) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (3) other persons to whom the prospectus supplement and the accompanying prospectus may otherwise lawfully be communicated (each such person being referred to as a “Relevant Person”). This prospectus supplement and the accompanying prospectus and their contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the UK. The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, a Relevant Person. Any person in the UK that is not a Relevant Person should not act or rely on this prospectus supplement and/or the accompanying prospectus or any of their contents.

This prospectus supplement and the accompanying prospectus have not been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) by a person authorized under the FSMA. This prospectus supplement and the accompanying prospectus are being distributed and communicated to persons in the UK only in circumstances in which Section 21(1) of the FSMA does not apply to Sony.

Notice Concerning Singapore

Notification under Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”) — In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) that the notes are “prescribed capital markets products” ​(as defined in the CMP Regulations 2018) and “Excluded Investment Products” ​(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

 

S-iii

 

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the notes and also adds to, updates and changes information contained in the prospectus dated June 18, 2026 and filed with the SEC on the same date, and the documents incorporated by reference in this prospectus supplement. The second part is the above-mentioned prospectus, which we refer to as the “accompanying prospectus.” The accompanying prospectus contains a description of the senior debt securities and gives more general information, some of which may not apply to the notes. If the description of the notes in this prospectus supplement differs from the description in the accompanying prospectus, the description in this prospectus supplement supersedes the description in the accompanying prospectus.

Neither we, nor any agent, underwriter or dealer has authorized any person to provide you with any information other than that contained in or incorporated by reference into this prospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. “Incorporated by reference” means that we can disclose important information to you by referring you to another document filed separately with the SEC. We and any agent, underwriter or dealer are not responsible for, and can provide no assurance as to the accuracy or reliability of, any other information that any other person may give you. Neither we, nor any agent, underwriter or dealer are making, nor will make, an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any information incorporated by reference herein or therein, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

This prospectus supplement may only be used for the purposes for which it has been published.

 

S-iv

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We may from time to time make written or oral “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Written forward-looking statements may appear in documents filed with the SEC, including this prospectus supplement, the accompanying prospectus, documents incorporated by reference herein or therein and other communications.

The U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as the information is identified as forward looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. We rely on this safe harbor in making forward-looking statements.

Forward-looking statements appear in a number of places in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and include statements regarding our current intent, belief, targets or expectations or those of our management. In many, but not all cases, we use words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning, as they relate to us or our management, to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those which are anticipated, aimed at, believed, estimated, expected, intended or planned.

Forward-looking statements, which include statements contained in “Item 3. Key Information — D. Risk Factors,” “Item 4. Information on the Company — B. Business Overview,” “Item 5. Operating and Financial Review and Prospects” and elsewhere in our most recent annual report on Form 20-F and in “Summary — Our Company” in this prospectus supplement, are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those set forth in such statements.

The forward-looking statements included or incorporated by reference in this prospectus supplement are made only as of the dates on which such statements were made. We expressly disclaim any obligation or undertaking to release any update or revision to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

 

S-v

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Unless the context otherwise requires or as otherwise expressly stated, references in this prospectus supplement to “Sony,” “we,” “us,” “our” and similar terms refer to Sony Group Corporation and its consolidated subsidiaries, as a group. References to the “Issuer” refer to Sony Group Corporation. We use the word “you” to refer to prospective investors in the notes.

Our consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards, as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), which includes IAS® Standards, SIC® Interpretations and IFRIC® Interpretations.

Unless otherwise stated or the context otherwise requires, all amounts in our financial statements are expressed in Japanese yen.

In this prospectus supplement, when we refer to “dollars,” “U.S.$” and “$,” we mean U.S. dollars, and, when we refer to “yen” and “¥,” we mean Japanese yen. This prospectus supplement contains a translation of certain dollar amounts into yen solely for your convenience. However, these translations should not be construed as representations that the yen amounts have been, could have been or could be converted into dollars at that or any other rate or at all.

In this prospectus supplement, all financial information presented in Japanese yen has been rounded to the nearest million Japanese yen. Due to rounding, the total amounts presented in tables may not be equal to the sum of the individual figures shown.

Our fiscal year end is March 31. References to “FY2020,” “FY2021,” “FY2022,” “FY2023,” “FY2024” and “FY2025” refer to the fiscal years ended March 31, 2021, 2022, 2023, 2024, 2025 and 2026, respectively. References to years not specified as being fiscal years are to calendar years. In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless we state otherwise.

 

S-vi

 

S-1

 

S-2

 

S-3

 

S-4

 

​

​

​

Yen in millions

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2021(1)

​

​

2022(1)

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Consolidated total sales and financial services revenue

​

​

​

​

8,998,661

​

​

​

​

​

9,921,513

​

​

​

​

​

10,974,373

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Financial services revenue

​

​

​

​

1,674,002

​

​

​

​

​

1,533,829

​

​

​

​

​

889,082

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Intersegment elimination(2)

​

​

​

​

(15,281)

​

​

​

​

​

(14,533)

​

​

​

​

​

(16,688)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sales without Financial Services (FY2020 – FY2022) or Sales from continuing operations (FY2023 – FY2025)(3)

​

​

​

​

7,339,940

​

​

​

​

​

8,402,217

​

​

​

​

​

10,101,979

​

​

​

​

​

11,260,037

​

​

​

​

​

12,034,917

​

​

​

​

​

12,479,620

​

​

G&NS

​

​

​

​

2,656,278

​

​

​

​

​

2,739,763

​

​

​

​

​

3,644,598

​

​

​

​

​

4,267,734

​

​

​

​

​

4,670,044

​

​

​

​

​

4,685,651

​

​

Music

​

​

​

​

939,867

​

​

​

​

​

1,116,949

​

​

​

​

​

1,380,632

​

​

​

​

​

1,618,958

​

​

​

​

​

1,842,604

​

​

​

​

​

2,120,110

​

​

Pictures

​

​

​

​

752,987

​

​

​

​

​

1,238,911

​

​

​

​

​

1,369,422

​

​

​

​

​

1,493,050

​

​

​

​

​

1,505,944

​

​

​

​

​

1,499,290

​

​

ET&S

​

​

​

​

2,068,087

​

​

​

​

​

2,339,186

​

​

​

​

​

2,476,025

​

​

​

​

​

2,453,718

​

​

​

​

​

2,409,275

​

​

​

​

​

2,260,532

​

​

I&SS

​

​

​

​

1,012,497

​

​

​

​

​

1,076,424

​

​

​

​

​

1,402,187

​

​

​

​

​

1,602,738

​

​

​

​

​

1,799,005

​

​

​

​

​

2,151,533

​

​

All Other

​

​

​

​

100,736

​

​

​

​

​

98,783

​

​

​

​

​

87,623

​

​

​

​

​

89,370

​

​

​

​

​

96,333

​

​

​

​

​

89,072

​

​

Corporate and elimination

​

​

​

​

(205,793)

​

​

​

​

​

(222,332)

​

​

​

​

​

(275,196)

​

​

​

​

​

(265,531)

​

​

​

​

​

(288,288)

​

​

​

​

​

(326,568)

​

​

Other Adjustments(4)

​

​

​

​

15,281

​

​

​

​

​

14,533

​

​

​

​

​

16,688

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

S-5

 

​

​

​

Yen in millions, except margins

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2021(1)

​

​

2022(1)

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Consolidated operating income

​

​

​

​

955,255

​

​

​

​

​

1,202,339

​

​

​

​

​

1,302,389

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income from Financial Services

​

​

​

​

154,765

​

​

​

​

​

150,111

​

​

​

​

​

318,118

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Intersegment elimination(2)

​

​

​

​

227

​

​

​

​

​

(18)

​

​

​

​

​

950

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income without Financial Services (FY2020 – FY2022)(3) or Operating income from continuing operations (FY2023 – FY2025)

​

​

​

​

800,263

​

​

​

​

​

1,052,246

​

​

​

​

​

983,321

​

​

​

​

​

1,035,255

​

​

​

​

​

1,276,635

​

​

​

​

​

1,447,507

​

​

G&NS

​

​

​

​

341,718

​

​

​

​

​

346,089

​

​

​

​

​

250,006

​

​

​

​

​

290,184

​

​

​

​

​

414,819

​

​

​

​

​

463,258

​

​

Music

​

​

​

​

184,786

​

​

​

​

​

210,933

​

​

​

​

​

263,107

​

​

​

​

​

301,662

​

​

​

​

​

357,255

​

​

​

​

​

446,986

​

​

Pictures

​

​

​

​

79,851

​

​

​

​

​

217,393

​

​

​

​

​

119,255

​

​

​

​

​

117,702

​

​

​

​

​

117,284

​

​

​

​

​

104,872

​

​

ET&S

​

​

​

​

127,859

​

​

​

​

​

212,942

​

​

​

​

​

179,461

​

​

​

​

​

187,399

​

​

​

​

​

190,926

​

​

​

​

​

158,584

​

​

I&SS

​

​

​

​

145,884

​

​

​

​

​

155,597

​

​

​

​

​

212,214

​

​

​

​

​

193,541

​

​

​

​

​

261,147

​

​

​

​

​

357,318

​

​

All Other

​

​

​

​

7,178

​

​

​

​

​

17,981

​

​

​

​

​

16,849

​

​

​

​

​

1,600

​

​

​

​

​

(17,996)

​

​

​

​

​

(74,646)

​

​

Corporate and elimination

​

​

​

​

(86,786)

​

​

​

​

​

(108,707)

​

​

​

​

​

(56,621)

​

​

​

​

​

(56,833)

​

​

​

​

​

(46,800)

​

​

​

​

​

(8,865)

​

​

Other Adjustments(4)

​

​

​

​

(227)

​

​

​

​

​

18

​

​

​

​

​

(950)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income margin without Financial Services (FY2020 – FY2022) or Operating income margin from continuing operations (FY2023 – FY2025)(5)

​

​

​

​

10.9%

​

​

​

​

​

12.5%

​

​

​

​

​

9.7%

​

​

​

​

​

9.2%

​

​

​

​

​

10.6%

​

​

​

​

​

11.6%

​

​

​

S-6

 

​

​

​

Yen in millions, except ratios

​

​

​

​

As of March 31

​

​

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Consolidated cash and cash equivalents

​

​

​

​

1,480,900

​

​

​

​

​

1,907,113

​

​

​

​

​

2,980,956

​

​

​

​

​

2,208,879

​

​

Cash and cash equivalents from Financial Services

​

​

​

​

756,493

​

​

​

​

​

913,815

​

​

​

​

​

1,216,277

​

​

​

​

​

​

​

​

Cash and cash equivalents without Financial Services (FY2022 – FY2024) or Cash and cash equivalents (FY2025)(1)

​

​

​

​

724,407

​

​

​

​

​

993,298

​

​

​

​

​

1,764,679

​

​

​

​

​

2,208,879

​

​

Consolidated debt(2)

​

​

​

​

3,870,572

​

​

​

​

​

4,088,433

​

​

​

​

​

4,198,246

​

​

​

​

​

1,669,669

​

​

Short-term debt(3)

​

​

​

​

2,102,876

​

​

​

​

​

2,030,316

​

​

​

​

​

2,131,404

​

​

​

​

​

311,753

​

​

Short-term debt attributable to Financial Services

​

​

​

​

1,891,856

​

​

​

​

​

1,802,337

​

​

​

​

​

1,872,486

​

​

​

​

​

​

​

​

Short-term debt without Financial Services (FY2022 – FY2024) or Short-term debt (FY2025)(1)

​

​

​

​

211,020

​

​

​

​

​

227,979

​

​

​

​

​

258,918

​

​

​

​

​

311,753

​

​

Long-term debt(3)

​

​

​

​

1,767,696

​

​

​

​

​

2,058,117

​

​

​

​

​

2,066,842

​

​

​

​

​

1,357,916

​

​

Long-term debt attributable to Financial Services

​

​

​

​

663,352

​

​

​

​

​

703,106

​

​

​

​

​

690,249

​

​

​

​

​

​

​

​

Long-term debt without Financial Services (FY2022 – FY2024) or Long-term debt (FY2025)(1)

​

​

​

​

1,104,344

​

​

​

​

​

1,355,011

​

​

​

​

​

1,376,593

​

​

​

​

​

1,357,916

​

​

Debt without Financial Services (FY2022 – FY2024) or Debt (FY2025)(1)

​

​

​

​

1,315,364

​

​

​

​

​

1,582,990

​

​

​

​

​

1,635,511

​

​

​

​

​

1,669,669

​

​

Net debt without Financial Services (FY2022 – FY2024) or Net debt (FY2025)(1)(4)

​

​

​

​

590,957

​

​

​

​

​

589,692

​

​

​

​

​

(129,168)

​

​

​

​

​

(539,210)

​

​

Net income ratio without Financial Services (FY2022 –  FY2024)(5) or Net income ratio (FY2025)(5)

​

​

​

​

0.72x

​

​

​

​

​

0.66x

​

​

​

​

​

(0.12)x

​

​

​

​

​

(0.52)x

​

​

Adjusted EBITDA ratio(6)​

​

​

​

​

0.39x

​

​

​

​

​

0.35x

​

​

​

​

​

(0.07)x

​

​

​

​

​

(0.25)x

​

​

​

S-7

 

​

​

​

Yen in millions

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2021(1)

​

​

2022(1)

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Consolidated operating cash flow

​

​

​

​

1,140,217

​

​

​

​

​

1,233,643

​

​

​

​

​

314,691

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating cash flow from Financial Services

​

​

​

​

9,914

​

​

​

​

​

459,710

​

​

​

​

​

(56,282)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Intersegment elimination(2)

​

​

​

​

(19,962)

​

​

​

​

​

(39,335)

​

​

​

​

​

(44,500)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating cash flow without Financial Services (FY2020 – FY2022) or Total net cash provided by operating activities from continuing operations (FY2023 – FY2025)(3)

​

​

​

​

1,150,265

​

​

​

​

​

813,268

​

​

​

​

​

415,473

​

​

​

​

​

1,103,645

​

​

​

​

​

1,971,349

​

​

​

​

​

1,966,292

​

​

S-8

 

​	​	​	Yen in millions				​
​	​	​	Fiscal year ended March 31, 2026				​
Japan	​	​	​	​	1,333,202	​	​
United States	​	​	​	​	4,064,440	​	​
Europe	​	​	​	​	2,826,805	​	​
China	​	​	​	​	1,428,677	​	​
Asia-Pacific	​	​	​	​	1,694,889	​	​
Other Areas	​	​	​	​	1,131,607	​	​

​	​	​	Percentage				​
​	​	​	Fiscal year ended March 31, 2026				​
Japan	​	​	​	​	10.7%	​	​
United States	​	​	​	​	32.6%	​	​
Europe	​	​	​	​	22.7%	​	​
China	​	​	​	​	11.4%	​	​
Asia-Pacific	​	​	​	​	13.6%	​	​
Other Areas	​	​	​	​	9.1%	​	​

​	​	​	Percentage(1)				​
​	​	​	Fiscal year ended March 31, 2026				​
G&NS	​	​	​	​	36.8%	​	​
Music	​	​	​	​	16.7%	​	​
Pictures	​	​	​	​	11.8%	​	​
ET&S	​	​	​	​	17.8%	​	​

S-9

 

​	​	​	Percentage(1)				​
​	​	​	Fiscal year ended March 31, 2026				​
I&SS	​	​	​	​	16.9%	​	​
% of Entertainment Businesses(2)	​	​	​	​	65.3%	​	​

​

​

​

Yen in millions, except margins

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2021

​

​

2022

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Sales

​

​

​

​

2,656,278

​

​

​

​

​

2,739,763

​

​

​

​

​

3,644,598

​

​

​

​

​

4,267,734

​

​

​

​

​

4,670,044

​

​

​

​

​

4,685,651

​

​

Digital Software and Add-on Content

​

​

​

​

1,454,654

​

​

​

​

​

1,424,459

​

​

​

​

​

1,523,045

​

​

​

​

​

1,934,586

​

​

​

​

​

2,290,498

​

​

​

​

​

2,415,305

​

​

Network Services

​

​

​

​

382,950

​

​

​

​

​

409,355

​

​

​

​

​

464,676

​

​

​

​

​

545,537

​

​

​

​

​

669,873

​

​

​

​

​

763,126

​

​

Hardware and Others

​

​

​

​

767,109

​

​

​

​

​

840,542

​

​

​

​

​

1,550,812

​

​

​

​

​

1,692,871

​

​

​

​

​

1,583,200

​

​

​

​

​

1,391,622

​

​

Intersegment

​

​

​

​

51,565

​

​

​

​

​

65,407

​

​

​

​

​

106,065

​

​

​

​

​

94,740

​

​

​

​

​

126,473

​

​

​

​

​

115,598

​

​

Operating income

​

​

​

​

341,718

​

​

​

​

​

346,089

​

​

​

​

​

250,006

​

​

​

​

​

290,184

​

​

​

​

​

414,819

​

​

​

​

​

463,258

​

​

Operating income margin(1)

​

​

​

​

12.9%

​

​

​

​

​

12.6%

​

​

​

​

​

6.9%

​

​

​

​

​

6.8%

​

​

​

​

​

8.9%

​

​

​

​

​

9.9%

​

​

​

​

​

Yen in millions, except margins

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2021

​

​

2022

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Sales

​

​

​

​

939,867

​

​

​

​

​

1,116,949

​

​

​

​

​

1,380,632

​

​

​

​

​

1,618,958

​

​

​

​

​

1,842,604

​

​

​

​

​

2,120,110

​

​

Recorded Music – Streaming

​

​

​

​

337,100

​

​

​

​

​

462,368

​

​

​

​

​

598,868

​

​

​

​

​

709,453

​

​

​

​

​

788,772

​

​

​

​

​

852,672

​

​

Recorded Music – Others

​

​

​

​

179,167

​

​

​

​

​

206,412

​

​

​

​

​

286,270

​

​

​

​

​

356,646

​

​

​

​

​

407,260

​

​

​

​

​

492,656

​

​

Music Publishing

​

​

​

​

156,862

​

​

​

​

​

200,334

​

​

​

​

​

276,665

​

​

​

​

​

326,727

​

​

​

​

​

379,812

​

​

​

​

​

419,864

​

​

Visual Media & Platform

​

​

​

​

254,121

​

​

​

​

​

231,418

​

​

​

​

​

203,012

​

​

​

​

​

202,129

​

​

​

​

​

244,419

​

​

​

​

​

325,342

​

​

Intersegment

​

​

​

​

12,617

​

​

​

​

​

16,417

​

​

​

​

​

15,817

​

​

​

​

​

24,003

​

​

​

​

​

22,341

​

​

​

​

​

29,576

​

​

Operating income

​

​

​

​

184,786

​

​

​

​

​

210,933

​

​

​

​

​

263,107

​

​

​

​

​

301,662

​

​

​

​

​

357,255

​

​

​

​

​

446,986

​

​

Operating income margin(1)

​

​

​

​

19.7%

​

​

​

​

​

18.9%

​

​

​

​

​

19.1%

​

​

​

​

​

18.6%

​

​

​

​

​

19.4%

​

​

​

​

​

21.1%

​

​

​

S-10

 

​

​

​

Yen in millions, except margins

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2021

​

​

2022

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Sales

​

​

​

​

752,987

​

​

​

​

​

1,238,911

​

​

​

​

​

1,369,422

​

​

​

​

​

1,493,050

​

​

​

​

​

1,505,944

​

​

​

​

​

1,499,290

​

​

Motion Pictures

​

​

​

​

265,301

​

​

​

​

​

518,840

​

​

​

​

​

464,043

​

​

​

​

​

542,044

​

​

​

​

​

610,313

​

​

​

​

​

495,655

​

​

Television Productions

​

​

​

​

267,123

​

​

​

​

​

419,494

​

​

​

​

​

536,250

​

​

​

​

​

551,035

​

​

​

​

​

459,281

​

​

​

​

​

512,372

​

​

Media Networks

​

​

​

​

219,376

​

​

​

​

​

298,065

​

​

​

​

​

364,594

​

​

​

​

​

393,638

​

​

​

​

​

428,940

​

​

​

​

​

478,269

​

​

Intersegment

​

​

​

​

1,187

​

​

​

​

​

2,512

​

​

​

​

​

4,535

​

​

​

​

​

6,333

​

​

​

​

​

7,410

​

​

​

​

​

12,994

​

​

Operating income

​

​

​

​

79,851

​

​

​

​

​

217,393

​

​

​

​

​

119,255

​

​

​

​

​

117,702

​

​

​

​

​

117,284

​

​

​

​

​

104,872

​

​

Operating income margin(1)

​

​

​

​

10.6%

​

​

​

​

​

17.5%

​

​

​

​

​

8.7%

​

​

​

​

​

7.9%

​

​

​

​

​

7.8%

​

​

​

​

​

7.0%

​

​

​

​

​

Yen in millions, except margins

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2021

​

​

2022

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Sales(2)

​

​

​

​

2,068,087

​

​

​

​

​

2,339,186

​

​

​

​

​

2,476,025

​

​

​

​

​

2,453,718

​

​

​

​

​

2,409,275

​

​

​

​

​

2,260,532

​

​

Imaging

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

714,492

​

​

​

​

​

737,639

​

​

​

​

​

722,465

​

​

Sound

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

295,592

​

​

​

​

​

290,538

​

​

​

​

​

278,846

​

​

Network Services

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

179,200

​

​

​

​

​

179,704

​

​

​

​

​

188,308

​

​

Displays

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

662,179

​

​

​

​

​

597,777

​

​

​

​

​

476,305

​

​

Other

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

563,483

​

​

​

​

​

557,180

​

​

​

​

​

518,891

​

​

Intersegment

​

​

​

​

51,200

​

​

​

​

​

41,300

​

​

​

​

​

39,286

​

​

​

​

​

38,772

​

​

​

​

​

46,437

​

​

​

​

​

75,717

​

​

Operating income

​

​

​

​

127,859

​

​

​

​

​

212,942

​

​

​

​

​

179,461

​

​

​

​

​

187,399

​

​

​

​

​

190,926

​

​

​

​

​

158,584

​

​

Operating income margin(1)

​

​

​

​

6.2%

​

​

​

​

​

9.1%

​

​

​

​

​

7.2%

​

​

​

​

​

7.6%

​

​

​

​

​

7.9%

​

​

​

​

​

7.0%

​

​

​

​

​

Yen in millions, except margins

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2021

​

​

2022

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Sales

​

​

​

​

1,012,497

​

​

​

​

​

1,076,424

​

​

​

​

​

1,402,187

​

​

​

​

​

1,602,738

​

​

​

​

​

1,799,005

​

​

​

​

​

2,151,533

​

​

Intersegment

​

​

​

​

74,638

​

​

​

​

​

84,224

​

​

​

​

​

100,706

​

​

​

​

​

98,832

​

​

​

​

​

86,471

​

​

​

​

​

92,513

​

​

Operating income

​

​

​

​

145,884

​

​

​

​

​

155,597

​

​

​

​

​

212,214

​

​

​

​

​

193,541

​

​

​

​

​

261,147

​

​

​

​

​

357,318

​

​

Operating income margin(1)

​

​

​

​

14.4%

​

​

​

​

​

14.5%

​

​

​

​

​

15.1%

​

​

​

​

​

12.1%

​

​

​

​

​

14.5%

​

​

​

​

​

16.6%

​

​

​

S-11

 

S-12

 

​

​

​

Yen in millions

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

Net income (loss) attributable to Sony Group Corporation’s stockholders

​

​

​

​

1,005,277

​

​

​

​

​

970,573

​

​

​

​

​

1,141,600

​

​

​

​

​

(326,865)

​

​

Net income from Financial Services

​

​

​

​

227,849

​

​

​

​

​

123,986

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Intersegment elimination(1)

​

​

​

​

(40,678)

​

​

​

​

​

(50,049)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to Sony Group Corporation’s stockholders from discontinued operations (FY2024 – FY2025)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

74,169

​

​

​

​

​

(1,357,758)

​

​

Net income attributable to Sony Group Corporation’s stockholders without Financial Services (FY2022 – FY2023) or Net income attributable to Sony Group Corporation’s stockholders from continuing operations (FY2024 – FY2025)

​

​

​

​

818,106

​

​

​

​

​

896,636

​

​

​

​

​

1,067,431

​

​

​

​

​

1,030,893

​

​

Net income attributable to noncontrolling interests without Financial Services (FY2022 – FY2023) or Net income attributable to noncontrolling interests from continuing operations (FY2024 – FY2025)

​

​

​

​

6,124

​

​

​

​

​

9,394

​

​

​

​

​

18,287

​

​

​

​

​

24,373

​

​

Income taxes without Financial Services (FY2022 – FY2023) or Income taxes from continuing operations (FY2024 – FY2025)

​

​

​

​

172,528

​

​

​

​

​

239,105

​

​

​

​

​

257,480

​

​

​

​

​

367,108

​

​

Interest expenses (income), net, recorded in financial income (expense) without Financial Services (FY2022 – FY2023) or Interest expenses (income), net, recorded in financial income (expense) from continuing operations (FY2024 – FY2025)

​

​

​

​

3,999

​

​

​

​

​

3,416

​

​

​

​

​

(10,049)

​

​

​

​

​

(27,297)

​

​

S-13

 

​

​

​

Yen in millions

​

​

​

​

Fiscal year ended March 31

​

​

​

​

2023

​

​

2024

​

​

2025

​

​

2026

​

(Gain) loss on revaluation of equity instruments, net, recorded in financial income (expense) without Financial Services (FY2022 – FY2023) or (Gain) loss on revaluation of equity instruments, net, recorded in financial income (expense) from continuing operations (FY2024 – FY2025)

​

​

​

​

4,623

​

​

​

​

​

(71,385)

​

​

​

​

​

(77,755)

​

​

​

​

​

(2,636)

​

​

Depreciation and amortization expense without Financial Services (FY2022 – FY2023) or Depreciation and amortization expense from continuing operations (FY2024 – FY2025)

​

​

​

​

515,915

​

​

​

​

​

615,379

​

​

​

​

​

662,279

​

​

​

​

​

664,571

​

​

(Profit) loss items (the “Adjustment”)(2)

​

​

​

​

(5,694)

​

​

​

​

​

(6,008)

​

​

​

​

​

​

​

​

​

​

​

124,082

​

​

Adjusted EBITDA without Financial Services (FY2022 – FY2023) or Adjusted EBITDA from continuing operations (FY2024 – FY2025)

​

​

​

​

1,515,601

​

​

​

​

​

1,686,537

​

​

​

​

​

1,917,673

​

​

​

​

​

2,181,094

​

​

S-14

 

S-15

 

S-16

 

S-17

 

S-18

 

S-19

 

S-20

 

S-21

 

S-22

 

RISK FACTORS

Investing in the notes involves risks. You should consider carefully the risks relating to the notes described below, as well as the other information presented in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, before you decide whether to invest in the notes. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and the trading prices and liquidity of the notes offered could decline, in which case you may lose all or part of your investment. The following does not describe all the risks of an investment in the notes. Prospective investors should consult their own financial and legal advisers about risks associated with investment in a particular series of notes and the suitability of investing in the notes in light of their particular circumstances.

This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below and in “Item 3. Key Information — D. Risk Factors” of our annual report on Form 20-F for the fiscal year ended March 31, 2026, which is incorporated herein by reference.

Risks Related to the Notes

The notes are unsecured obligations.

The notes are unsecured obligations and repayment of the notes may be compromised if:

•

we enter into bankruptcy, corporate reorganization, civil rehabilitation, liquidation or similar proceedings;

​

•

we default in payment of any existing or future indebtedness; or

​

•

any of our existing or future indebtedness is accelerated.

​

If any of these events occurs, our assets may be insufficient to pay amounts due on the notes.

The Indenture and the notes contain very limited restrictive covenants and provide no protection in the event of a change in control, and the notes will be effectively subordinated to the liabilities of our subsidiaries.

The Indenture and the notes do not contain any financial covenants or other restrictions on our ability to securitize our assets, pay dividends on the shares of our common stock, incur unsecured indebtedness, issue new securities or repurchase our outstanding securities. In addition, there are only limited restrictions on our ability to pledge assets to secure other indebtedness or to sell or otherwise dispose of our assets. These or other actions by us could adversely affect our ability to pay amounts due on the notes. Furthermore, claims of the creditors of our subsidiaries will generally have priority with respect to the assets of such subsidiaries over the claims of holders of the notes. Accordingly, the notes will be effectively subordinated to the liabilities of our subsidiaries. In addition, the Indenture and the notes do not contain any covenants or other provisions that prevent a highly leveraged transaction or a change in control or require us to repurchase the notes in the event of a highly leveraged transaction or a change in control.

There is no prior market for the notes and, if a market develops, it may not be liquid.

The notes of each series are new securities that may not be widely distributed and for which there is currently no existing market. We do not intend to list the notes on any securities exchange or to seek their quotation on any automated dealer quotation system. There can be no assurance that any liquid market for the notes will ever develop or be maintained. The underwriters have advised us that they currently intend to make a market in the notes that they distribute. However, the underwriters have no obligation to make a market in the notes and they may stop at any time. Furthermore, there can be no assurance as to the liquidity of any markets that may develop for the notes or the prices at which you will be able to sell your notes, if at all. Future trading prices of the notes will depend on many factors, including:

•

prevailing interest rates;

​

•

our financial condition and results of operations;

​

•

the then-current ratings assigned to the notes;

​

 

S-23

 

•

the market for similar securities; and

​

•

general economic conditions.

​

Any trading markets that develop would be affected by many factors independent of and in addition to the foregoing, including the time remaining to the maturity of the notes; the outstanding amounts of the notes; and the level, direction and volatility of market interest rates generally. If active trading markets for the notes do not develop or are not sustained, the market prices and liquidity of the notes may be adversely affected and you may be unable to resell the notes or may only be able to sell them at a substantial discount.

The ratings of the notes may change after issuance of the notes, and those changes may have an adverse effect on the market prices and liquidity of the notes.

The notes are expected to receive a credit rating from one or more credit rating agencies. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but reflect only the view of each rating agency at the time the rating is issued. There is no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant. Ratings may be affected by a number of factors which can change over time, including the credit rating agency’s assessment of: our strategy and management’s capability; our financial condition including in respect of capital, funding and liquidity; competitive and economic conditions in our key markets; the level of political support for the industries in which we operate; and legal and regulatory frameworks affecting our legal structure, business activities and the rights of our creditors, including the effect of trade policies, and our reactions thereto, on our business, financial condition and results of operations. The credit rating agencies may also revise the ratings methodologies applicable to us or other issuers within our industry, or operating in the political or economic regions in which we operate. If credit rating agencies perceive there to be adverse changes in the factors affecting our creditworthiness, including by virtue of changes to applicable ratings methodologies, the credit rating agencies may downgrade, suspend or withdraw the ratings assigned to us or to our securities, including the notes.

A downgrade or potential downgrade in our ratings (including those of the notes) or the assignment of new ratings that are lower than existing ratings could reduce the number of potential investors in the notes and adversely affect the prices and liquidity of the notes. A security rating is not a recommendation to buy, sell or hold the notes and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

We may redeem the notes at our option prior to maturity.

We may redeem the notes of each series, in whole or in part, at our option prior to the maturity date at any time and from time to time. In the case of such discretionary optional redemption, if made on or after the Par Call Date for the relevant series of notes, we will not be required to pay any premium or other make-whole payments on the notes being redeemed. Moreover, upon the occurrence of certain changes in tax law, we will be permitted to redeem the notes at par. See “Description of the Notes — Optional Redemption” herein and “Description of Senior Debt Securities — Optional Tax Redemption” in the accompanying prospectus.

Any decision by us as to whether we will exercise our option to redeem the notes will be made at our absolute discretion. Our decision may be influenced by factors such as, but not limited to, the economic impact of exercising such option to redeem the notes, any tax consequences, and the prevailing market conditions. We may, for example, decide to redeem the notes prior to their maturity date if the interest payable on the notes is greater than the interest that would be payable on our other outstanding financial instruments of a comparable maturity, of comparable terms and of a comparable credit rating.

You will not have the right to request the redemption of the notes. As a result, you may be required to bear the financial risks of an investment in the notes until maturity. You should not invest in the notes with the expectation that we will exercise our option to redeem the notes. In addition, our optional redemption of the notes or the perception that the notes may be redeemed in the circumstances described above may negatively affect the market value of the notes. Moreover, in the event we choose to redeem the notes, the holders of such notes may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on such notes.

 

S-24

 

USE OF PROCEEDS

We estimate that the net proceeds (after deducting underwriting commissions and estimated offering expenses) from the sale of the notes will be approximately U.S.$      million.

We intend to use the net proceeds of this offering for general corporate purposes.

 

S-25

 

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our consolidated capitalization and indebtedness as of March 31, 2026, on an actual basis and an adjusted basis to give effect to the issuance of the notes offered hereby, but not the use of proceeds therefrom. You should read this table together with our audited consolidated financial statements, including the notes thereto, and the other financial data appearing elsewhere, or incorporated by reference, in this prospectus supplement.

Notes:

(1)

Translation of the U.S. dollar amounts of the notes into yen has been made at the exchange rate of ¥159.08 = U.S.$1.00, which was the noon buying rate in New York City for cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2026. The as adjusted amount does not give effect to financing fees, underwriters’ discounts and related costs and expenses.

​

(2)

Our Board of Directors resolved and approved the establishment of a facility for the repurchase of shares of our own common stock pursuant to the Companies Act of Japan and our Articles of Incorporation at the meeting of the Board of Directors held on May 8, 2026. The May 8, 2026 resolution authorized the repurchase of up to the lesser of (i) an aggregate of 230,000,000 shares of our common stock (approximately 3.89% of the total outstanding shares of our common stock (excluding treasury stock)) and (ii) up to ¥500 billion between May 11, 2026 and May 10, 2027. Under the May 8, 2026 resolution, between May 11, 2026 and May 31, 2026, we have repurchased 19,069,900 shares of our common stock for an aggregate amount of 67,260 million yen.

​

(3)

The “Treasury stock, at cost” amount under “As adjusted” reflects the repurchases of shares of our own common stock described in note (2) above.

​

(4)

Pursuant to the decision by our Representative Corporate Executive Officer delegated by the Board of Directors, we canceled 184,494,319 shares of our own common stock (consisting entirely of treasury stock and representing approximately 3.0% of the total number of shares issued and outstanding as of April 30, 2026) on May 29, 2026.

​

 

S-26

 

(5)

Total capitalization is the sum of total equity and total long-term debt, excluding the current portion of long-term debt.

​

Except as stated above, there has been no material change in our capitalization or indebtedness since March 31, 2026.

 

S-27

 

DESCRIPTION OF THE NOTES

The following description of the notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of our senior debt securities set forth in the accompanying prospectus under the heading “Description of Senior Debt Securities.” It is important for you to consider the information contained in this prospectus supplement and in the accompanying prospectus and any applicable free writing prospectus in making your investment decision with respect to the notes. Whenever a defined term is referred to but not defined in this section, the definition of that term is contained in the accompanying prospectus or in the Indenture (as described below).

When we refer to “the Company,” “we,” “our,” and “us” in this section, we mean Sony Group Corporation, excluding, unless the context otherwise requires or as otherwise expressly stated, any existing or future subsidiaries.

General

The 2031 notes and the 2036 notes will each constitute a series of senior debt securities to be issued under an indenture between us and The Bank of New York Mellon, as Trustee (the “Trustee”), to be dated as of June   , 2026, as amended or supplemented from time to time (the “Indenture”). The Indenture is qualified under the U.S. Trust Indenture Act of 1939, as amended. The Indenture is more fully described in the accompanying prospectus. Upon prior written request and satisfactory proof of holding, copies of the Indenture and any amendments or supplements thereto will be available during normal office hours (being 9:00 a.m. to 3:00 p.m.) at the corporate trust office of the Trustee located at 240 Greenwich Street, New York, NY 10286, United States of America.

We will issue the notes in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. The notes of each series will be represented by one or more registered notes in global form without coupons deposited with a custodian and registered in the name of DTC or its nominee, in each case for credit to the accounts of direct and indirect participants, including Euroclear and Clearstream.

The notes of each series may be redeemed at any time prior to maturity in the circumstances described under “— Optional Redemption” below and as set forth under “Description of Senior Debt Securities — Optional Tax Redemption” in the accompanying prospectus. The notes will not be subject to any sinking fund.

The notes will constitute our direct, unconditional, unsecured and unsubordinated general obligations and will at all times rank pari passu without any preference among themselves and with all our other unsecured obligations, other than our subordinated obligations and except for statutorily preferred obligations.

The Indenture and the notes will not contain any financial covenants or restrictions on the payment of dividends, the incurrence of indebtedness, including other senior indebtedness (other than as set forth below under “— Negative Pledge”), or the issuance or repurchase of our securities. The Indenture and the notes will not contain any covenants or other provisions that afford protection or grant special rights to holders of the notes in the event of a highly leveraged transaction or a change in control of us.

Principal, Maturity and Interest

We expect to issue one or more series of senior fixed rate notes in the initial aggregate principal amount(s) and with the maturity date(s) set forth in the applicable pricing term sheet and described on the cover page and under “Summary — The Offering.”

Interest on the notes of each series will accrue at the rate per annum, and from the date, set forth in the applicable pricing term sheet and described on the cover page and under “Summary — The Offering.” We will pay interest on the notes of each series semiannually in arrears, on June     and December     of each year, beginning on December   , 2026, to the persons in whose names the notes of each series are registered as of the close of business on June     and December     of each year (whether or not a business day) immediately preceding the relevant interest payment date; provided that for so long as the notes of each series are held by DTC, the record date for the notes of such series will be the close of business on the business day preceding the relevant interest payment date. Interest on the notes will be paid to but excluding the

 

S-28

 

relevant interest payment date. We will compute interest on the basis of a 360-day year consisting of twelve 30-day months and rounding the resulting figure to the nearest cent (half a cent being rounded upwards). We will pay the principal of and interest on the notes of each series in U.S. dollars or in such other coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts.

If any payment is due on the notes on a day that is not a business day, we will make the payment on the day that is the next succeeding business day. Payments postponed to the next succeeding business day in this situation will be treated under the Indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the notes or the Indenture, and no interest will accrue on the postponed amount from the original due date to the next day that is a business day.

All payments in respect of the notes will be subject in all cases to any applicable fiscal laws or other laws and regulations, and, except as described in “Description of Senior Debt Securities — Taxation and Additional Amounts” in the accompanying prospectus, no additional amounts will be payable as a result of the withholding or deduction of any taxes or duties of whatever nature imposed or levied as a result of such laws or regulations.

The term “business day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking or trust institutions in New York City or in Tokyo are authorized generally or obligated by law, regulation or executive order to be closed.

Optional Redemption

We have the option to redeem the notes of each series, in whole or in part, at any time and from time to time prior to,     , 2031 (the date that is     month(s) prior to maturity) in the case of the 2031 notes and       , 2036 (the date that is         month(s) prior to maturity) in the case of the 2036 notes (in each case, the “Par Call Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes being redeemed matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus    basis points in the case of the 2031 notes and         basis points in the case of the 2036 notes less (b) interest accrued to the date of redemption for each such series to be redeemed; and

​

(ii)

100% of the principal amount of the notes to be redeemed,

​

plus, in either case, accrued and unpaid interest thereon to the redemption date for each such series to be redeemed.

On or after the Par Call Date for such series of notes, we may redeem the notes of each series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes of such series being redeemed plus accrued and unpaid interest thereon to the redemption date for each such series to be redeemed.

Neither the Trustee nor the Paying Agent shall be responsible for calculating or verifying the redemption price.

As used herein:

“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.

We shall determine the Treasury Rate after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” ​(or any

 

S-29

 

successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal” ​(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, we shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. In addition, notwithstanding anything to the contrary in the Indenture or the notes, we may designate an independent investment banking or commercial banking institution of national standing in the United States appointed by us at our sole discretion to cause it to make any determination, decision or election that we shall make in determining the Treasury Rate or the redemption price. The actions and determinations made by such independent investment banking or commercial banking institution in determining the Treasury Rate or the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of notes of such series to be redeemed and the Trustee.

In the case of a partial redemption, selection of the notes of such series for redemption will be made on a pro rata pass-through distribution of principal basis, by lot or by such other method as the Trustee in its sole and absolute discretion deems appropriate and fair. No notes of such series of a principal amount of less than the minimum denomination will be redeemed in part. If any note of such series is to be redeemed in part only, the notice of redemption that relates to the note will state the portion of the principal amount of the note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the name of the holder of the note upon surrender for cancellation of the original note. Notwithstanding the foregoing, for so long as the notes are held by DTC (or another depositary), the redemption of the notes, including a partial redemption, shall be done in accordance with the policies and procedures of the depositary, which in the case of DTC will be made on a “Pro Rata Pass-Through Distribution of Principal” basis.

 

S-30

 

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.

Optional Tax Redemption

We have the option to redeem the notes prior to maturity in the event of certain changes in tax laws or regulations and certain other conditions are met. See “Description of Senior Debt Securities — Optional Tax Redemption” in the accompanying prospectus.

Negative Pledge

So long as any of the notes remain outstanding, we may not create or permit to subsist any Lien (as defined below) on any of our property, assets or revenues, present or future, to secure, for the benefit of the holders of Public External Indebtedness (as defined below), payment of any sum owing in respect of any such Public External Indebtedness, any payment under any guarantee of any such Public External Indebtedness or any payment under any indemnity or other like obligation relating to any such Public External Indebtedness, unless contemporaneously therewith effective provision is made to secure the outstanding notes equally and ratably with such Public External Indebtedness with a similar Lien on the same property, assets or revenues securing such Public External Indebtedness for so long as such Public External Indebtedness is secured by such Lien. Notwithstanding the foregoing, this restriction will not apply to Liens on money paid to or money or securities deposited by us with a fiscal agent, trustee or depository to pay, defease or discharge in full over time our obligations in respect of other Public External Indebtedness (provided that such money or securities so paid or deposited, and the proceeds therefrom, will be sufficient to pay or discharge such obligations in full).

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such property or asset and any other right of or arrangement with any creditor to have its claims satisfied out of any property or assets, or the proceeds therefrom, prior to any general creditor of the owner thereof.

“Public External Indebtedness” means any bonds, debentures, notes or any other similar investment securities of ours evidencing indebtedness for borrowed money, or guarantees thereof, which (a) are either (i) by their terms payable, or confer a right to receive payment, in any currency other than Japanese yen or (ii) denominated in Japanese yen and more than 50% of the aggregate principal amount thereof is initially distributed outside of Japan by or with our authorization; and (b) are, are capable of being or are intended to be, quoted, listed, ordinarily dealt in or traded on a stock exchange or over-the-counter or other securities market outside Japan.

Events of Default and Remedies

Holders of the notes will have certain rights if an event of default occurs. You should read the information under the heading “Description of Senior Debt Securities — Events of Default under the Indenture” in the accompanying prospectus.

Methods of Receiving Payments

The principal of, and interest and additional amounts on, the notes represented by the global certificates will be payable in U.S. dollars. Subject to the terms of the Indenture, the paying agent will hold all sums received by it for the payment of the principal and interest on the notes. We will cause the paying agent to pay such amounts received by it, on the dates payment is to be made, directly to DTC.

Trustee, Paying Agent, Transfer Agent and Registrar

The Bank of New York Mellon, located at 240 Greenwich Street, New York, NY 10286, United States of America, will initially act as trustee, paying agent, transfer agent and registrar for the notes. We may change the paying agent, transfer agent or registrar without prior notice to the holders of the notes, and we or any of our subsidiaries may act as paying agent, transfer agent or registrar.

 

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In considering the interests of holders of the notes while title to the notes is registered in the name of a nominee of DTC, the trustee, the transfer agent, the paying agent and the notes registrar may (but will not be obliged to) rely conclusively upon any information made available to it by DTC as to the identity (either individually or by category) of its participants with entitlements to notes and may (but will not be obliged to) consider such interests as if such accountholders were the holders of the notes.

Governing Law

The notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

Book Entry, Delivery and Form

The notes will be represented by one or more global certificates. The global certificates will be deposited upon issuance with Cede & Co., as nominee for DTC, and registered in the name of DTC or its nominee, in each case for credit to the accounts of direct or indirect participants, including Clearstream and Euroclear.

Except as otherwise described in this prospectus supplement or the accompanying prospectus, the global certificates may be transferred, in whole and not in part, only to DTC, a nominee of DTC or to a successor of DTC or its nominee. You may not exchange your beneficial interests in the global certificates for notes in certificated form except in limited circumstances. In addition, transfers of beneficial interests in the global certificates will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Clearstream and Euroclear), which may change from time to time.

It is expected that delivery of the notes will be made against payment for the notes on the date set forth in the applicable pricing term sheet and described on the cover page and under “Summary — The Offering.”

Clearance and Settlement

The notes have been accepted for clearance through DTC, Euroclear and Clearstream.

 

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TAXATION

The following is a general description of certain aspects of Japanese and U.S. federal income taxation applicable to the notes. It does not purport to be a comprehensive description of the tax aspects of the notes. Prospective purchasers should note that, although the general tax information on Japanese and U.S. taxation is described hereunder for convenience, the statements below are general in nature and not exhaustive.

Prospective purchasers are advised to consult their own legal, tax, accountancy or other professional advisers in order to ascertain their particular circumstances regarding taxation. The statements below are based on current tax laws and regulations in Japan and the United States and applicable income tax treaties executed by Japan and the United States all as in effect on the date of this prospectus supplement, all of which are subject to change or differing interpretations (possibly with retroactive effect). Neither such statements nor any other statements in this document are to be regarded as advice on the tax position of any beneficial owner of the notes or any person purchasing, selling or otherwise dealing in the notes or any tax implication arising from the purchase, sale or other dealings in respect of the notes.

Japanese Taxation

The Notes

The notes do not fall under the concept of so-called “taxable linked bonds” as described in Article 6, Paragraph (4) of the Act on Special Measures Concerning Taxation, i.e., bonds of which the amount of interest is to be calculated by reference to certain indexes (as prescribed by the Cabinet Order No. 43 of 1957, as amended (the “Cabinet Order” under the Act on Special Measures Concerning Taxation) relating to the issuer of the notes or a specially-related person of the Issuer.

Representation by Investor upon Distribution

By subscribing for the notes, an investor will be deemed to have represented that it is a beneficial owner that is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Issuer or (ii) a Designated Financial Institution, as defined below. The notes are not as part of the distribution by the underwriters under the underwriting agreement at any time to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is described in (i) or (ii) above.

Interest Payments on Notes and Redemption Gain or Redemption Loss

The following description of Japanese taxation (limited to national taxes) applies exclusively to interest on the notes and the redemption gain or redemption loss, meaning any positive or negative difference between the acquisition price of the interest-bearing notes of the holder and the amount which the holder receives upon redemption of such interest-bearing notes (the “Redemption Gain” or the “Redemption Loss,” as the case may be), where such notes are issued by the issuer of the notes outside Japan and payable outside Japan. In addition, the following description assumes that only global certificates are issued for the notes, and no definitive notes and coupons that are independently traded are issued, in which case different tax consequences may apply. It is not intended to be exhaustive and prospective purchasers are recommended to consult their tax advisors as to their exact tax position.

1.   Non-resident Investors

If the recipient of interest on the notes or of the Redemption Gain with respect to such interest-bearing notes is an individual non-resident of Japan or a non-Japanese corporation for Japanese tax purposes, as described below, the Japanese tax consequences on such individual non-resident of Japan or non-Japanese corporation are significantly different depending upon whether such individual non-resident of Japan or non-Japanese corporation is a specially-related person of the Issuer. Most importantly, if such individual non-resident of Japan or non-Japanese corporation is a specially-related person of the Issuer, income tax at the rate of 15.315% of the amount of such interest will be withheld by the issuer of the notes under Japanese tax law.

 

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1.1.   Interest

(1)   If the recipient of interest on the notes is an individual non-resident of Japan or a non-Japanese corporation having no permanent establishment within Japan or having a permanent establishment within Japan but where the receipt of the interest on the notes is not attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, no Japanese income tax or corporate tax is payable with respect to such interest whether by way of withholding or otherwise, if certain requirements are complied with, inter alia:

1.

if the relevant notes are held through certain participants in an international clearing organization such as DTC or certain financial intermediaries prescribed by the Act on Special Measures Concerning Taxation and the Cabinet Order (each such participant or financial intermediary, a Participant), the requirement that such recipient provide, at the time of entrusting a Participant with the custody of the relevant notes, certain information prescribed by the Cabinet Order together with the Act on Special Measures Concerning Taxation and the ministerial ordinance and other regulations thereunder (the “Law”), to enable the Participant to establish that the recipient is exempt from the requirement for Japanese tax to be withheld or deducted (“Interest Recipient Information”) and advise the Participant if such individual non-resident of Japan or non-Japanese corporation ceases to be so exempted (including the case where it became a specially-related person of the Issuer), and that the issuer of the notes prepare and file a certain confirmation prescribed by the Law (an “Interest Recipient Confirmation”) with the competent local tax office in a timely manner based upon the Interest Recipient Information communicated through the Participant and the relevant clearing organization; and

​

2.

if the relevant notes are not held by a Participant, the requirement that such recipient submit to the relevant paying agent a written application for tax exemption (hikazei tekiyo shinkokusho) (the “Written Application for Tax Exemption”), together with certain documentary evidence, and that the issuer of the notes file the Written Application for Tax Exemption so received with the competent local tax office in a timely manner.

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Failure to comply with such requirements described above (including the case where the Interest Recipient Information is not duly communicated as required under the Law) will result in the withholding by the issuer of the notes of income tax at the rate of 15.315% of the amount of such interest.

(2)   If the recipient of interest on the notes is an individual non-resident of Japan or a non-Japanese corporation having a permanent establishment within Japan and the receipt of interest is attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, such interest will not be subject to a 15.315% withholding tax by the issuer of the notes, if the requirements concerning the Interest Recipient Information and the Interest Recipient Confirmation or the Written Application for Tax Exemption as set out in paragraph 1.1(1) are complied with. Failure to do so will result in the withholding by the issuer of the notes of income tax at the rate of 15.315% of the amount of such interest. The amount of such interest will be subject to regular income tax or corporate tax, as appropriate.

(3)   Notwithstanding paragraphs 1.1(1) and (2), if an individual non-resident of Japan or a non-Japanese corporation mentioned above is a person who has a special relationship with the issuer of the notes (that is, in general terms, a person who directly or indirectly controls or is directly or indirectly controlled by, or is under direct or indirect common control with, the issuer of the notes) within the meaning prescribed by the Cabinet Order under Article 6, Paragraph (4) of the Act on Special Measures Concerning Taxation (such person is referred to as a specially-related person of the Issuer) as of the beginning of the fiscal year of the issuer of the notes in which the relevant interest payment date falls, the exemption from Japanese withholding tax on interest mentioned above will not apply, and income tax at the rate of 15.315% of the amount of such interest will be withheld by the issuer of the notes. If such individual non-resident of Japan or non-Japanese corporation has a permanent establishment within Japan, regular income tax or corporate tax, as appropriate, collected otherwise by way of withholding, could apply to such interest under Japanese tax law.

(4)   If an individual non-resident of Japan or a non-Japanese corporation (regardless of whether it is a specially-related person of the Issuer) is subject to Japanese withholding tax with respect to interest on the

 

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notes under Japanese tax law, a reduced rate of withholding tax or exemption from such withholding tax may be available under the relevant income tax treaty between Japan and the country of tax residence of such individual non-resident of Japan or non-Japanese corporation. As of the date of this prospectus supplement, Japan has income tax treaties, conventions or agreements whereby the above-mentioned withholding tax rate is reduced, generally to 10% with, inter alia, Australia, Canada, Finland, France, Hong Kong, Ireland, Italy, Luxembourg, the Netherlands, New Zealand, Norway, Portugal and Singapore. Under the tax treaties between Japan and Austria, Belgium, Denmark, Germany, Spain, Sweden, Switzerland, the United Kingdom or the United States, interest paid to qualified Austrian, Belgian, Danish, German, Spanish, Swedish, Swiss, United Kingdom or United States residents is generally exempt from Japanese withholding tax (for Belgium, only for a Belgian enterprise). Under the current income tax treaties between Japan and Australia, France, the Netherlands or New Zealand, certain limited categories of qualified Australian, French, Dutch or New Zealand residents receiving interest on the notes may, subject to compliance with certain procedural requirements under Japanese law, be fully exempt from Japanese withholding tax on payments of interest on the notes (provided that no exemption will apply to pension funds in the case of Australia and New Zealand). In order to avail themselves of such reduced rate of, or exemption from, Japanese withholding tax under any applicable income tax treaty, individual non-residents of Japan or non-Japanese corporations which are entitled, under any applicable income tax treaty, to a reduced rate of, or exemption from, Japanese withholding tax on payment of interest by the issuer of the notes are required to submit an Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Interest (as well as any other required forms and documents) in advance through the issuer of the notes to the relevant tax authority before payment of interest.

(5)   Under the Law, if an individual non-resident of Japan or a non-Japanese corporation that is a beneficial owner of the notes becomes a specially-related person of the Issuer, or an individual non-resident of Japan or a non-Japanese corporation that is a specially-related person of the Issuer becomes a beneficial owner of the notes, and, if such notes are held through a Participant, then such individual non-resident of Japan or non-Japanese corporation should notify the Participant of such change in status by the immediately following interest payment date of the notes. As described in paragraph 1.1(3) above, as the status of such individual non-resident of Japan or non-Japanese corporation as a specially-related person of the Issuer for Japanese withholding tax purposes is determined based on the status as of the beginning of the fiscal year of the issuer in which the relevant interest payment date falls, such individual non-resident of Japan or non-Japanese corporation should, by such notification, identify and advise the Participant of the specific interest payment date on which Japanese withholding tax starts to apply with respect to such individual non-resident of Japan or non-Japanese corporation as being a specially-related person of the Issuer.

1.2.   Redemption Gain or Redemption Loss

(1)   If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese corporation having no permanent establishment within Japan or having a permanent establishment within Japan but where the receipt of such Redemption Gain is not attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, no income tax or corporate tax is payable by way of withholding or otherwise with respect to such Redemption Gain. If there is any Redemption Loss, such Redemption Loss will be disregarded for purposes of regular income tax or corporate tax, as appropriate, of the recipient.

(2)   If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese corporation having a permanent establishment within Japan and the receipt of such Redemption Gain is attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, such Redemption Gain will not be subject to any withholding tax but will be subject to regular income tax or corporate tax, as appropriate. If there is any Redemption Loss, such Redemption Loss may be taken into account in computing the net taxable income, if any, for purposes of regular income tax or corporate tax, as appropriate, of the recipient.

(3)   Notwithstanding paragraphs 1.2(1) and (2), if an individual non-resident of Japan or a non-Japanese corporation mentioned above is a specially-related person of the Issuer as of the beginning of the fiscal year of the issuer of the notes in which such individual non-resident of Japan or non-Japanese

 

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corporation acquired such notes, the Redemption Gain will not be subject to withholding tax but will be subject to regular income tax or corporate tax, as appropriate, under Japanese tax law, regardless of whether such individual non-resident of Japan or non-Japanese corporation has a permanent establishment within Japan; provided that an exemption may be available under the relevant income tax treaty. If there is any Redemption Loss, such Redemption Loss may be taken into account in computing the net taxable income, if any, for purposes of regular income tax or corporate tax, as appropriate, of the recipient.

2.   Resident Investors

If the recipient of interest on the notes is an individual resident of Japan or a Japanese corporation for Japanese tax purposes, as described below, regardless of whether such recipient is a specially-related person of the Issuer, in addition to any applicable local tax, income tax will be withheld at the rate of 15.315% of the amount of such interest, if such interest is paid to an individual resident of Japan or a Japanese corporation (except for (i) a Designated Financial Institution which complies with the requirement for tax exemption under Article 6, Paragraph (11) of the Act on Special Measures Concerning Taxation, or (ii) a Public Corporation, etc., as defined below, or a Specified Financial Institution, as defined below, to which such interest is paid through the Japanese Custodian, as defined below, in compliance with the requirement for tax exemption under Article 3-3, Paragraph (6) of the Act on Special Measures Concerning Taxation.) In addition to the withholding tax consequences upon resident investors as explained in this section 2, resident investors should consult their own tax advisors regarding income tax or corporate tax consequences otherwise than by way of withholding, including the treatment of the Redemption Loss.

2.1.   Interest

(1)   If an individual resident of Japan or a Japanese corporation (other than a Specified Financial Institution or a Public Corporation etc. who complies with the requirement as referred to in paragraph 2.1(2)) receives payments of interest on the notes through certain Japanese payment handling agents, each a Japanese Payment Handling Agent, income tax at the rate of 15.315% of the amount of such interest will be withheld by the Japanese Payment Handling Agent rather than by the issuer of the notes. As the issuer of the notes is not in a position to know in advance the recipient’s status, the recipient of interest falling within this category should inform the issuer of the notes through a paying agent of its status in a timely manner. Failure to so inform may result in double withholding.

(2)   If the recipient of interest on the notes is a Japanese public corporation or a Japanese public-interest corporation designated by the relevant law, or a Public Corporation etc., or a Japanese bank, a Japanese insurance company, a Japanese financial instruments business operator or other Japanese financial institution falling under certain categories prescribed by the relevant Cabinet Order under Article 3-3, Paragraph (6) of the Act on Special Measures Concerning Taxation (each, a “Specified Financial Institution”) that keeps its notes deposited with, and receives the interest through, a Japanese Payment Handling Agent with custody of the notes, or the Japanese Custodian, and such recipient submits through such Japanese Custodian to the competent tax authority the report prescribed by the Law, no withholding tax is levied on such interest. However, since the issuer of the notes is not in a position to know in advance the recipient’s such tax exemption status, the recipient of interest falling within this category should inform the issuer of the notes through a paying agent of its status in a timely manner. Failure to so notify the issuer of the notes may result in the withholding by the issuer of the notes of a 15.315% income tax.

(3)   If an individual resident of Japan or a Japanese corporation (except for a Designated Financial Institution which complies with the requirements described in paragraph 2.1(4)) receives interest on the notes not through a Japanese Payment Handling Agent, income tax at the rate of 15.315% of the amount of such interest will be withheld by the issuer of the notes.

(4)   If a Japanese bank, a Japanese insurance company, a Japanese financial instruments business operator or other Japanese financial institution falling under certain categories prescribed by the Cabinet Order under Article 6, Paragraph (11) of the Act on Special Measures Concerning Taxation, each, a Designated Financial Institution, receives interest on the notes not through a Japanese Payment Handling Agent and the requirements concerning the Interest Recipient Information and the Interest Recipient Confirmation or the Written Application for Tax Exemption as referred to in paragraph 1.1(1) are complied with, no withholding tax will be imposed.

 

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2.2.   Redemption Gain

If the recipient of the Redemption Gain is an individual resident of Japan or a Japanese corporation, such Redemption Gain will not be subject to any withholding tax.

3.

Special Additional Taxes for Reconstruction from the Great East Japan Earthquake and for Strengthening Japan’s National Defense Capabilities

​

Due to the imposition of a special additional withholding tax of 0.315% (or 2.1% of 15%) to secure funds for reconstruction from the Great East Japan Earthquake of March 11, 2011 (the “reconstruction surtax”), the withholding tax rate has been effectively increased to 15.315%. This overall 15.315% withholding tax rate continues to apply until December 31, 2047, while the breakdown of the 0.315% surtax portion is (i) the reconstruction surtax of 0.315% (or 2.1% of 15%) until December 31, 2026, and (ii) during the period beginning on January 1, 2027 and ending on December 31, 2047, the reconstruction surtax of 0.165% (or 1.1% of 15%) and another special additional withholding tax of 0.15% (or 1.0% of 15%) to fund strengthening Japan’s national defense capabilities (the “defense surtax”). The 2026 tax reform, which was promulgated on March 31, 2026, has introduced the defense surtax while accordingly reducing the reconstruction surtax, to maintain the overall 15.315% withholding tax rate. On or after January 1, 2048, the overall withholding tax rate will be 15.15%, instead of 15.315%, where the only surtax will be the defense surtax of 0.15% (or 1.0% of 15%). All references to the tax rate of 15.315% in the foregoing descriptions should be read accordingly, taking into account these developments. There are also reconstruction surtax and defense surtax imposed in relation to regular income tax due other than by way of withholding for individual non-residents of Japan, as referred to in the foregoing descriptions, for the periods mentioned above.

Capital Gains, Stamp Tax and Other Similar Taxes, Inheritance and Gift Taxes

Gains derived from the sale of notes outside Japan by an individual non-resident of Japan or a non-Japanese corporation having no permanent establishment within Japan are, in general, not subject to Japanese income tax or corporate tax.

No stamp, issue, registration or similar taxes or duties will, under current Japanese law, be payable in Japan by holders of the notes in connection with the issue of the notes, nor will such taxes be payable by holders of the notes in connection with their transfer if such transfer takes place outside Japan.

Japanese inheritance tax or gift tax at progressive rates may be payable by an individual, wherever resident, who has acquired notes from another individual as legatee, heir or donee.

United States Taxation

The following is a summary of material U.S. federal income tax considerations that may be relevant to a U.S. holder (as defined below) of a note. This summary is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury regulations, laws, rulings and decisions now in effect, all of which are subject to change, possibly with retroactive effect. This summary deals only with beneficial owners of notes that will hold notes as capital assets and acquired notes upon original issuance at their issue price. This summary does not address particular tax considerations that may be applicable to investors that are subject to special tax rules, such as banks, tax-exempt entities, insurance companies, regulated investment companies, dealers in securities or currencies, traders in securities electing to mark to market, persons that will hold notes as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction, entities taxed as partnerships or the partners therein, U.S. expatriates, nonresident alien individuals present in the United States for more than 182 days in a taxable year, or persons that have a “functional currency” other than the U.S. dollar.

This summary addresses only U.S. federal income tax consequences, and does not address consequences arising under state, local, foreign tax laws, the alternative minimum tax or the Medicare tax on net investment income or under special timing rules prescribed under section 451(b) of the Code. Investors should consult their own tax advisors in determining the tax consequences to them of holding notes under such tax laws, as well as the application to their particular situation of the U.S. federal income tax considerations discussed below.

 

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As used herein, a “U.S. holder” is a beneficial owner of a note that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income taxation on a net income basis in respect of the note.

Payments of Interest and Additional Amounts.   The gross amount of stated interest and additional amounts (i.e., without reduction for Japanese withholding tax at the appropriate Japanese withholding tax rate applicable to the U.S. holder) will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is actually or constructively received, in accordance with the holder’s method of accounting for U.S. federal income tax purposes. It is expected, and this discussion assumes, that the notes will be issued without original issue discount (“OID”) for U.S. federal income tax purposes. In general, however, if the notes are issued with OID at or above a de minimis threshold, a U.S. holder will be required to include OID in gross income, as ordinary income, under a “constant-yield method” before the receipt of cash attributable to such income, regardless of the U.S. holder’s regular method of accounting for U.S. federal income tax purposes.

Subject to generally applicable limitations and conditions, Japanese withholding tax paid at the appropriate rate applicable to the U.S. holder may be eligible for credit against such U.S. holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021 and any Japanese tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that either (i) is eligible for, and properly elects, the benefits of the Convention between the Government of the United States of America and the Government of Japan for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or (ii) consistently elects to apply a modified version of these rules under temporary guidance and complies with specific requirements set forth in such guidance, the Japanese tax on interest generally will be treated as meeting the requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Japanese tax on interest is uncertain and we have not determined whether these requirements have been met. If the Japanese tax is not a creditable tax for a U.S. holder or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. holder may be able to deduct the Japanese tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. Interest and additional amounts will constitute income from sources without the United States and, for U.S. holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes.

The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of these rules to their particular situations.

Sale, Exchange and Retirement of Notes.   Upon the sale, exchange or retirement of a note, a U.S. holder generally will recognize gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (less any accrued interest, which will be taxable as such) and the U.S. holder’s tax basis in such note. A U.S. holder’s tax basis in a note will generally equal the cost of the note to such holder. Gain or loss recognized by a U.S. holder generally will be long-term capital gain or loss if the U.S. holder has held the note for more than one year at the time of disposition. Long-term capital gains recognized by an individual holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. The deduction of capital losses is subject to limitations.

Specified Foreign Financial Assets.   Individual U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of $50,000 on the last day of the taxable year or $75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which may include notes issued in certificated form) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed

 

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or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the notes, including the application of the rules to their particular circumstances.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments on the notes, and of the proceeds of dispositions of notes, that are made within the United States or through certain U.S. (or U.S.-connected) intermediaries, unless the payee is an “exempt recipient.” In addition, United States persons may be subject to backup withholding in respect of such amounts if they do not provide their taxpayer identification numbers to the person from whom they receive payments. The amount of any backup withholding from a payment to a holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

 

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UNDERWRITING

Subject to the terms and conditions contained in the underwriting agreement, dated the date of this prospectus supplement, between us and the underwriters named below, for whom BofA Securities, Inc. and Morgan Stanley & Co. LLC are acting as representatives, we have agreed to sell to each underwriter, and each underwriter has agreed, severally and not jointly, to purchase from us, the respective principal amounts of the notes set forth opposite its name in the table below.

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the notes sold under the underwriting agreement if any of these notes are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters and their affiliates and controlling persons against certain liabilities in connection with this offering, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the notes, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Discounts

The representatives have advised us that the underwriters propose initially to offer each series of the notes to the public at the public offering prices set forth on the cover page of this prospectus supplement. After the initial offering, the public offering prices, concessions or any other term of the offering may be changed. The offering of the notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The expenses of the offering, including the SEC registration fee, printing expenses and fees and expenses of our legal and accounting advisors as well as the trustee but not including the underwriting commissions, are estimated at approximately U.S.$           million and are payable by us. We have agreed to reimburse the underwriters for certain other expenses in connection with this offering and the underwriters have agreed to reimburse us for certain expenses incurred by us in connection with this offering upon the closing of the offering.

New Issues of Notes

The notes are new issues of securities with no established trading markets. We do not intend to apply for listing of the notes on any national securities exchange or for inclusion of the notes on any automated dealer quotation system. We have been advised by the underwriters that they presently intend to make a market in the notes of each series after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading markets for the notes or that active public markets for the notes will develop. If active public trading markets for the notes do not develop, the market prices and liquidity of the notes may be adversely affected. If the notes are traded, they may trade at a discount from their initial offering

 

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prices, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors.

Settlement

We expect that delivery of the notes will be made to investors on or about           , 2026, which will be the New            York business day following the date of this prospectus supplement (such settlement being referred to as “T+    ”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder may be required, by virtue of the fact that the notes initially settle in T+    , to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

No Sales of Similar Securities

We have agreed that we will not, for a period commencing on the date hereof and ending the closing date of this offering, without first obtaining the prior written consent of the representatives of the underwriters, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, or otherwise transfer or dispose of, any other U.S. dollar-denominated senior debt securities or securities exchangeable for or convertible into U.S. dollar-denominated senior debt securities, except for the notes sold to the underwriters pursuant to the underwriting agreement.

Stabilization and Short Positions

In connection with the offering, the underwriters and/or any person acting on behalf thereof may purchase and sell the notes in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters and/or any person acting on behalf thereof of a greater principal amount of the notes than they are required to purchase from us in the offering. The underwriters must close out any short position by purchasing notes in the open market. A short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the prices of the notes in the open market after pricing that could adversely affect investors who purchase in the offering.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market prices of the notes or preventing or retarding a decline in the market prices of the notes. As a result, the prices of the notes may be higher than the prices that might otherwise exist in the open market.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the notes. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Stamp Taxes and Other Charges

Purchasers of the notes offered by this prospectus supplement and the accompanying prospectus may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the public offering prices on the cover of this prospectus supplement.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, various financial advisory, commercial banking, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or

 

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related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the underwriters or their affiliates has a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The underwriters and their respective affiliates may also make investment recommendations and may publish or express independent research views in respect of such securities or financial instruments, or in respect of assets, currencies or commodities that may be related to our business, and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities, instruments, assets, currencies or commodities.

Notice to Prospective Investors in Japan

The notes have not been and will not be registered under the FIEA and are subject to the Act on Special Measures Concerning Taxation. Each of the underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell, notes in Japan or to, or for the benefit of, any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, as part of its distribution pursuant to the underwriting agreement dated the date hereof at any time, directly or indirectly, offer or sell any notes to, or for the benefit of, any person other than a beneficial owner that is, (a) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with us as described in Article 6, Paragraph (4) of the Act on Special Measures Concerning Taxation or (b) a Japanese financial institution, designated in Article 6, Paragraph (11) of the Act on Special Measures Concerning Taxation.

Notice to Prospective Investors in European Economic Area

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by the PRIIPs Regulation for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of the notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. This prospectus supplement and the accompanying prospectus are not a prospectus for the purposes of the Prospectus Regulation.

Notice to Prospective Investors in the United Kingdom

The notes which are the subject of the offering contemplated by this prospectus supplement in relation thereto have not been offered, sold, distributed or otherwise made available and will not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For the purposes of this provision:

(a)

the expression retail investor means a person who is either one or both of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms

​

 

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part of domestic law by virtue of the EUWA; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024; and

(b)

the expression offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to buy or subscribe for the notes.

​

Notice to Prospective Investors in Hong Kong

The notes have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) (the “SFO”) and any rules made thereunder; or (ii) in other circumstances which do not result in this prospectus supplement being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No advertisement, invitation or document relating to the notes has been issued or will be issued or has been or will be in the possession of, any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong), other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Notice to Prospective Investors in Switzerland

This prospectus supplement does not constitute an offer to the public or a solicitation to purchase or invest in any notes. No notes have been offered or will be offered to the public in Switzerland, except that offers of notes may be made to the public in Switzerland at any time under the following exemptions under the Swiss Financial Services Act (“FinSA”):

(a)    to any person which is a professional client as defined under the FinSA;

(b)   to fewer than 500 persons (other than professional clients as defined under the FinSA), subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or

(c)   in any other circumstances falling within Article 36 FinSA in connection with Article 44 of the Swiss Financial Services Ordinance,

provided that no such offer of notes shall require the Company or any underwriter to publish a prospectus pursuant to Article 35 FinSA.

The notes have not been and will not be listed or admitted to trading on a trading venue in Switzerland.

Neither this document nor any other offering or marketing material relating to the notes constitutes a prospectus as such term is understood pursuant to the FinSA and neither this document nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus supplement relates to an Exempt Offer in accordance with the Markets Law, DIFC Law No. 1 of 2012, as amended. This prospectus supplement is intended for distribution only to persons of a type specified in the Markets Law, DIFC Law No. 1 of 2012, as amended. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority (“DFSA”) has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this prospectus supplement. The notes to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the notes offered should conduct their own due diligence on the notes. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.

 

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In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the notes may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to Prospective Investors in Canada

The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Singapore

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

 

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EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F for the fiscal year ended March 31, 2026 have been so incorporated in reliance on the report of PricewaterhouseCoopers Japan LLC, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

PricewaterhouseCoopers Japan LLC’s address is Otemachi Park Building, 1-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-0004, Japan.

 

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LEGAL MATTERS

The validity of the notes with respect to United States federal law and New York State law will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, our United States counsel, and for the underwriters by Davis Polk & Wardwell LLP, United States counsel for them. Nagashima Ohno & Tsunematsu, our Japanese counsel, will pass upon certain legal matters as to Japanese law for us.

 

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WHERE YOU CAN FIND MORE INFORMATION

Incorporation by Reference

The rules of the SEC allow us to incorporate by reference information into this prospectus supplement. The information incorporated by reference is considered to be a part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this information. This prospectus supplement incorporates by reference our annual report on Form 20-F for the fiscal year ended March 31, 2026, filed on June 18, 2026 (File Number 001-06439).

All subsequent documents filed by us pursuant to Sections 13(a), 13(c) or 15(d) of the Exchange Act, prior to the termination of the offering, shall be deemed to be incorporated by reference into this prospectus supplement. In addition, any Form 6-K subsequently furnished to the SEC specifying that it is being incorporated by reference into this prospectus supplement shall be deemed to be incorporated by reference. All such documents so incorporated by reference shall become a part of this prospectus supplement on the respective dates the documents are filed or furnished with the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus supplement shall be deemed to be modified or superseded for the purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any subsequently filed or furnished document which also is or is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

Upon written or oral request, we will provide without charge to each person to whom a copy of this prospectus supplement has been delivered, a copy of any document that has been incorporated by reference in this prospectus supplement but not delivered with this prospectus supplement. You may request a copy of these documents by writing or telephoning us at:

Sony Group Corporation
7-1, Konan 1-chome, Minato-ku, Tokyo 108-0075, Japan
Telephone number: +81-3-6748-2111

Except as described above, no other information is incorporated by reference in this prospectus supplement, including, without limitation, information on our internet site at https://www.sony.com/en/.

You may obtain a copy of any audited annual consolidated financial statements and any unaudited interim consolidated financial statements published by us subsequently to the date of this prospectus supplement on our internet site at https://www.sony.com/en/.

Except as described above, the information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus supplement or any accompanying prospectus or free writing prospectus. We have included our website address as an inactive textual reference only.

 

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PROSPECTUS

SONY GROUP CORPORATION

SENIOR DEBT SECURITIES

By this prospectus, Sony Group Corporation (“Sony”) may offer and sell senior debt securities from time to time in one or more offerings at prices and on terms to be determined at or prior to the time of the applicable offering.

This prospectus provides you with a general description of the senior debt securities Sony may offer and the manner in which they will be offered and sold.

Each time senior debt securities are sold using this prospectus, Sony will provide a supplement to this prospectus that contains specific terms of the senior debt securities and describes the specific manner in which the senior debt securities will be offered and sold. The supplement may also add to, update or change information contained in this prospectus. Before you invest in any of these senior debt securities, you should carefully read this prospectus and any applicable supplement, including documents incorporated by reference herein or therein.

The senior debt securities will be offered through underwriters, dealers or agents or directly to investors. The supplements to this prospectus will provide the specific terms of the plan of distribution.

The applicable prospectus supplement will contain information, where applicable, as to any listing on any securities exchange of the senior debt securities covered by the prospectus supplement.

Investing in the senior debt securities involves risk. You should carefully consider the information described under the heading “Risk Factors” on page 4 of this prospectus, in the documents incorporated by reference into this prospectus and in any applicable prospectus supplement before you invest in any of the securities of Sony.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these senior debt securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 18, 2026.

 

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