tm2617950-3_424b5 - none

424B5 1 tm2617950-3_424b5.htm 424B5 tm2617950-3_424b5 - none - 9.0046079s

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

PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated June 18, 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.

Per 2031
note

Per 2036
note

Total

Public offering price(1)

U.S.$

Underwriting discount(2)

U.S.$

Proceeds, before expenses(1)

U.S.$

(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

	BofA Securities			Morgan Stanley
	J.P. Morgan

Prospectus Supplement dated , 2026

	Page
About This Prospectus Supplement		S-iv
Cautionary Note Regarding Forward-Looking Statements		S-v
Presentation of Financial and Other Information		S-vi
Summary		S-1
Risk Factors		S-23
Use of Proceeds		S-25
Capitalization and Indebtedness		S-26
Description of the Notes		S-28
Taxation		S-33
Underwriting		S-40
Experts		S-45
Legal Matters		S-46
Where You Can Find More Information		S-47

	Page
About This Prospectus		1
Cautionary Note Regarding Forward-Looking Statements		2
Sony Group Corporation		3
Risk Factors		4
Offering Information		5
Capitalization and Indebtedness		6
Use of Proceeds		7
Description of Senior Debt Securities		8
Taxation		24
Certain Benefit Plan Investor Considerations		25
Plan of Distribution		27
Experts		29
Legal Matters		30
Enforcement of Civil Liabilities		31
Where You Can Find More Information		32

	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

	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%

	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

	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%

	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%

SEC Form 424B5 filed by Sony Group Corporation