{"url_path":"/sec/sony/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Description of Securities Other Than Equity Securities","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/313838/0001193125-26-274893-index.html","accession_number":"0001193125-26-274893","cik":"0000313838","ticker":"SONY","issuer_name":"Sony Group Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/313838/0001193125-26-274893-index.html","primary_entity_key":"0000313838","primary_entity_name":"Sony Group Corp"},"word_count":1687,"has_tables":true,"body_markdown":"Item 12.\n\nDescription of Securities Other Than Equity Securities\n\n \n\nA.\n\nDebt Securities\n\nNot Applicable\n\n \n\nB.\n\nWarrants and Rights\n\nNot Applicable\n\n \n\nC.\n\nOther Securities\n\nNot Applicable\n\n \n\nD.\n\nAmerican Depositary Shares\n\nJPMorgan Chase Bank, N.A. (the “Depositary”) serves as the depositary for Sony Group Corporation’s ADSs pursuant to a deposit agreement between Sony Group Corporation, the Depositary, and the holders and beneficial owners of ADSs issued thereunder from time to time (the “Deposit Agreement”) (attached as Exhibit 2.1 to this report). ADS holders (“Holders”) may be required to pay various fees to the Depositary and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid. The following fees may at any time and from time to time be changed by agreement between Sony Group Corporation and the Depositary.\n\nThe Depositary may charge, and collect from (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits of Sony Group Corporation’s Common Stock, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by Sony Group Corporation, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the deposited property, and (ii) each person surrendering ADSs for withdrawal of Sony Group Corporation’s Common Stock or other deposited property or whose ADSs are cancelled or reduced for any other reason, a fee of up to U.S. $5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered, or upon which a share distribution or elective distribution is made or offered (as the case may be). The Depositary may sell (by public or private sale) sufficient securities and property received in respect of share distributions, rights and other distributions prior to such deposit to pay such charge.\n\n(a) Additional Fees, Charges and Expenses by the Depositary. The following additional fees, charges and expenses shall also be incurred by the Holders, by beneficial owners of ADSs, by any party depositing or withdrawing Sony Group Corporation’s Common Stock or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuances pursuant to a stock dividend or stock split declared by Sony Group Corporation or an exchange of stock regarding the ADSs or the Sony Group Corporation Common Stock or other deposited property or a distribution of ADSs, whichever is applicable):\n\n \n\n \n(i)\n\na fee of up to U.S. $0.05 per ADS held for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the Deposit Agreement,\n\n \n\n \n(ii)\n\na fee of up to U.S. $0.05 per ADS held for the direct or indirect distribution of securities (other than ADSs or rights to purchase additional ADSs) or the net cash proceeds from the public or private sale of any such securities, regardless of whether any such distribution and/or sale is made by, for, or received from, or (in each case) on behalf of, the Depositary, Sony Group Corporation and/or any third party (which fee may be assessed against Holders as of a record date set by the Depositary),\n\n \n\n \n(iii)\n\nan aggregate fee of up to U.S. $0.05 per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against Holders as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and\n\n \n\n- 106 -\n\n##### Table of Contents\n\n \n(iv)\n\nan amount for the reimbursement of such charges and expenses as are incurred by the Depositary and/or any of its agents (including, without limitation, the Custodian (as defined in the Deposit Agreement), as well as charges and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Sony Group Corporation Common Stock or other deposited property, the sale of securities (including, without limitation, deposited property), the delivery of Sony Group Corporation Common Stock or other deposited property or otherwise in connection with the Depositary’s or its Custodian’s compliance with applicable law, rule or regulation (which charges and expenses may be assessed on a proportionate basis against Holders as of the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge or expense from one or more cash dividends or other cash distributions).\n\n(b) Other Obligations, Fees, Charges and Expenses. Sony Group Corporation will pay all other fees, charges and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to agreements from time to time between Sony Group Corporation and the Depositary, except:\n\n \n\n \n(i)\n\nstock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares);\n\n \n\n \n(ii)\n\na transaction fee per cancellation request (including any cancellation request made through SWIFT (Society for Worldwide Interbank Financial Telecommunications), facsimile transmission or any other method of communication) as disclosed on the “Disclosures” page (or successor page) of www.adr.com (as updated by the Depositary from time to time, “ADR.com”) and any applicable delivery expenses (which are payable by such persons or Holders); and\n\n \n\n \n(iii)\n\ntransfer or registration expenses for the registration or transfer of Sony Group Corporation Common Stock and other deposited property on any applicable register in connection with the deposit or withdrawal of Sony Group Corporation Common Stock and other deposited property (which are payable by persons depositing Sony Group Corporation Common Stock or Holders withdrawing Sony Group Corporation Common Stock or other deposited property).\n\n(c) The right of the Depositary to charge and receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. Upon the resignation or removal of the Depositary, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness of such resignation or removal.\n\nIn the case of ADSs issued by the Depositary into the Depository Trust Company or presented to the Depositary via the Depository Trust Company, the ADS issuance and cancellation fees and charges will be payable by the Depository Trust Company participant(s) receiving the ADSs from the Depositary or the Depository Trust Company participant(s) surrendering the ADSs to the Depositary for cancellation, as the case may be, on behalf of the beneficial owner(s) and will be charged by the Depository Trust Company participant(s) to the account(s) of the applicable beneficial owner(s) in accordance with the procedures and practices of the Depository Trust Company participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS record date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS record date established by the Depositary will be invoiced for the amount of the ADS fees and charges. For ADSs held through the Depository Trust Company, the ADS fees and charges for distributions other than cash and the ADS service fee are charged to the Depository Trust Company participants in accordance with the procedures and practices prescribed by the Depository Trust Company from time to time and the Depository Trust Company participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.\n\nIn the event of refusal by a Holder to pay the Depositary fees, the Depositary may, under the terms of the Deposit Agreement, refuse the requested service until payment is received or may set off the amount of the Depositary fees from any distribution to be made to the Holder. Note that the fees and charges Holders may be required to pay may vary over time and may be changed by Sony Group Corporation and by the Depositary. Holders will receive prior notice of such changes. The Depositary may reimburse Sony Group Corporation for certain expenses incurred by it that are related to the establishment and maintenance of the ADR program upon such terms and conditions as Sony Group Corporation and the Depositary may agree from time to time.\n\nThe Depositary may agree to reduce or waive certain fees, charges and expenses to Holders that would normally be charged on ADSs issued to or at the direction of, or otherwise held by, Sony Group Corporation and/\n\n \n\n- 107 -\n\n##### Table of Contents\n\nor certain Holders and beneficial owners of ADSs and holders and beneficial owners of Sony Group Corporation’s Common Stock.\n\nThe Depositary reserves the right to utilize a division, branch or affiliate of the Depositary to direct, manage and/or execute any public and/or private sale of securities hereunder. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated under the Deposit Agreement.\n\nDirect and Indirect Payments by the Depositary to Sony\n\nThe Depositary may make available to Sony Group Corporation a set amount or a portion of the Depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as Sony Group Corporation and the Depositary may agree from time to time.\n\nThe Depositary reimbursed Sony for certain expenses Sony incurred in connection with its ADR program, subject to certain ceilings. These reimbursable expenses included, but were not limited to, legal and accounting fees, investor relations expenses and fees payable to service providers for the distribution of material to ADR holders. For the fiscal year ended March 31, 2026, such amounts paid by the Depositary to Sony Group Corporation totaled 216,228.30 U.S. dollars."}