The Same Twelve Months, Twice

At 06:12:45 on June 18, 2026, by EDGAR's clock, the SEC's servers accepted accession number 0001193125-26-274893 from Sony Group Corp, CIK 0000313838: a Form 20-F covering the period ended March 31, 2026, filed as 212 documents, the main one a single HTML file of 9,446,502 bytes. The same day, Sony's Japanese annual securities report went to regulators in Tokyo. That report's share table answers the question of where the stock trades in one field: the Tokyo and New York stock exchanges, side by side. One line, two rulebooks.

The same index exists for the year before. Accession 0001193125-25-143137, accepted at 06:07:16 on June 20, 2025, period of report March 31, 2025: 213 documents, the main one 11,209,030 bytes. The filer line on that index reads File No. 001-06439, CIK 0000313838, SIC 3651, fiscal year end 0331 — the same CIK the current year's index carries. Two Junes, two accession numbers, one form.

Form 20-F is the annual report of foreign private issuers under Sections 13 or 15(d) of the Exchange Act — asset-backed issuers excepted — and it is due within four months of fiscal year end. Sony's year ends March 31; it filed June 18, with weeks to spare. What follows is a field-by-field walk: what the Japanese form contains, what the American form's numbered Items demand, and where the same company's same year lands in each. Both documents are public. Every comparison here can be re-run at home.

Four months is itself a rule with a date on it. The Commission adopted the shortened deadline in Release Nos. 33-8959 and 34-58620, File No. S7-05-08, effective December 5, 2008: every foreign private issuer, regardless of size, files its Form 20-F annual report within four months of fiscal year end, in place of the six months that had stood before, with compliance beginning for fiscal years ending on or after December 15, 2011 after a three-year transition period. The release states its reasoning as a set of comparisons. Many foreign private issuers registered with the Commission face a three-month home-country deadline, so four months leaves an additional month; domestic filers of Form 10-K have 60 days if large accelerated, 75 days if accelerated, 90 days otherwise, against which four months is described as a substantial accommodation. A deadline pinned to each issuer's own home-country deadline was rejected as confusing for investors and difficult to administer; a five-month deadline was rejected as not answering the concern about timeliness.

First, scale. Continuing-operations sales for fiscal 2025 were ¥12,479.6 billion (US$76.2 billion), up 4 percent. Net income attributable to shareholders from continuing operations was ¥1,030.9 billion (US$6.3 billion). Include discontinued operations and the same line reads as a loss of ¥326.9 billion (US$2.0 billion). The financial business was partially spun off, and since May 14, 2025 the company's mid-term targets run on a continuing-operations basis. So fiscal 2025 is a year in which Sony both earned a trillion yen and posted a bottom-line loss, depending on which line you read. The filings report both.

Those figures were public six weeks before either annual form. On May 8, 2026 Sony filed a Form 6-K carrying the consolidated financial summary for the year ended March 31, 2026: sales of ¥12,479,620 million (US$76.2 billion), the year-on-year change printed beside it as 3.7 percent; operating income of ¥1,447,507 million (US$8.84 billion), up 13.4 percent; net income attributable to Sony Group Corporation's stockholders of ¥1,030,893 million (US$6.3 billion), down 3.4 percent. The same document states the scheduled date to file the annual securities report: June 18, 2026. The equity-method line sits on the same page: a loss of ¥64,194 million (US$392 million) for the year ended March 31, 2026, against a loss of ¥7,865 million (US$48 million) for the year ended March 31, 2025. The forecast for the year to March 2027 — sales ¥12,300,000 million (US$75.1 billion), operating income ¥1,600,000 million (US$9.77 billion), attributable net income ¥1,160,000 million (US$7.08 billion) — carries a note that no net income or loss from discontinued operations is expected, so the two readings of the bottom line that fiscal 2025 produced are not expected to be two next year.

The same 6-K records what left. Sony Financial Group Inc. and 67 other companies, structured entities included, were excluded from the consolidation. Deposits from customers in the banking business stood at ¥3,981,193 million (US$24.3 billion) at March 31, 2025 and at a dash a year later. Total assets went from ¥35,293,173 million (US$215.5 billion) to ¥15,683,490 million (US$95.7 billion). The partial spin-off took effect October 1, 2025, under a plan the board resolved on May 14, 2025. One line item vanishing and a balance sheet contracting by roughly half are the same event, entered in two places.

Now the shareholders. The Japanese form's ownership-by-category table, dated March 31, 2026, is a census: it sorts every holder of record into a taxonomy running from governments to individuals and counts 579,051 of them (the category counts sum exactly — we checked). The lines to read are the foreign ones. Foreign entities other than individuals: 1,657 holders, 35,805,705 units of 100 shares each, 58.24 percent. Foreign individuals: 3,579 holders, 12,368 units, 0.02 percent. Add the two lines and 58.26 percent of the units sit with holders the table classifies as foreign.

Form 20-F asks a different question of the same register. Item 7.A.1 wants shareholders who beneficially own 5 percent or more of a class of voting securities, as of the most recent practicable date — unless the home country requires disclosure at a lower threshold, in which case the lower threshold applies. Item 7.A.2 wants the portion of each class held in the host country and the number of record holders there. A census by nationality and category on one side; a roll call above a threshold on the other. Neither form asks the other's question.

The Japanese form also carries a major-shareholders table: ten names, 2,674,095 thousand shares between them, 45.26 percent of shares outstanding excluding treasury stock. Treasury stock gets its own precision exercise — the shareholder register shows 242,144,891 shares under Sony's own name, while actual holdings on March 31, 2026 were 242,143,391 shares. The register figure, a note explains, is built from 2,421,448 units in the individuals-and-others column plus the 91 shares sitting in the fractional-lot column; multiply the units by 100, add the 91, and you land on 242,144,891 to the share. This is the register-keeping level of granularity the Japanese form operates at.

On to segments, where the yuho's MD&A does real decomposition. Pictures splits into three lines of external sales. Motion pictures: ¥610,313 million (US$3.73 billion) in fiscal 2024, down to ¥495,655 million (US$3.03 billion) in fiscal 2025. Television productions: ¥459,281 million (US$2.80 billion), up to ¥512,372 million (US$3.13 billion). Media networks: ¥428,940 million (US$2.62 billion), up to ¥478,269 million (US$2.92 billion). The three lines sum to the stated totals in both years — ¥1,498,534 million, then ¥1,486,296 million (US$9.15 billion, then US$9.07 billion). So a nearly flat top line decomposes into film production down ¥114,658 million while television added ¥53,091 million and networks added ¥49,329 million, netting to the ¥12,238 million decline in external sales. The flatness is composition, not stasis.

Here the filing does something quietly interesting: it explains this segment in dollars. Sony Pictures Entertainment, based in the US, consolidates its worldwide subsidiaries in dollars, so the yuho narrates Pictures on a dollar basis. On that basis, fiscal 2025 segment revenue rose by US$18 million. In yen, segment sales went from ¥1,505,944 million to ¥1,499,290 million (US$9.19 billion to US$9.15 billion at our rate) — a decrease of ¥6,654 million (US$41 million at our rate). The segment shrank in yen and grew in dollars, on the same page, because the yen averaged ¥150.7 to the dollar in fiscal 2025, 1.8 yen stronger than the prior year. Operating income shows the same effect in degree rather than direction: down ¥12.4 billion in yen, which is US$76 million at our house rate but US$87 million in Sony's own dollar accounting. Two conversions, both labeled, both right.

Where does the American rulebook put this material? Item 5 of Form 20-F requires an operating review covering the company and every segment, with the causes of material changes given both quantitatively and qualitatively; Item 5.A.1 specifically asks that significant revenue movements be attributed to price, volume, or new products. Item 4.B wants revenue broken down by category of activity and by geographic market for the last three financial years. The Japanese form supplies geography in its own way: fiscal 2025 sales were 10.6 percent Japan, 32.6 percent United States, 22.7 percent Europe.

Segment data on the American side is not something the issuer elects into, and that too has a date. The 2008 release deleted Instruction 3 to Item 17 of Form 20-F, which had allowed certain foreign private issuers to omit segment data from U.S. GAAP financial statements and, as a consequence of that omission, to present a qualified U.S. GAAP audit report. The Commission recorded that approximately five foreign private issuers had used the accommodation in the preceding years and concluded it was no longer necessary or appropriate; compliance began with first fiscal years ending on or after December 15, 2009. The same release required Item 18 rather than Item 17 financial information in 20-F annual reports and in Securities Act registration statements on Forms F-1, F-3 and F-4, from first fiscal years ending on or after December 15, 2011 — under Item 17, footnote disclosure on business segments, along with pensions, leases, tax attributes, share-based compensation and financial instruments, had not been required unless the issuer's home GAAP required it. And an issuer filing financial statements under IFRS as issued by the IASB without a U.S. GAAP reconciliation must comply with IFRS in full, segment data included.

The Japanese form also prints standalone profit-and-loss tables for subsidiaries whose sales exceed 10 percent of consolidated revenue. Sony Semiconductor Solutions: sales ¥2,085,962 million (US$12.7 billion), net income ¥206,702 million (US$1.26 billion). Sony Interactive Entertainment LLC: sales ¥2,473,173 million (US$15.1 billion). Sony Interactive Entertainment Europe: sales ¥1,911,794 million (US$11.7 billion) — each of the latter two consolidating their own subsidiaries. The filing's note labels all of these as figures before the elimination of intercompany transactions; the corollary — that they cannot be stacked against the consolidated total — is ours rather than the filing's, though it follows directly from the label.

Which sets up a small exercise in reading two numbers with similar names. The I&SS segment reported fiscal 2025 segment sales of ¥2,151,533 million (US$13.1 billion), a figure the filing notes includes intersegment transactions. Sony Semiconductor Solutions, the legal entity from the paragraph above, reported ¥2,085,962 million (US$12.7 billion), a pre-elimination company figure. Two different perimeters: one is a slice of the consolidated group including sales between segments, the other is one company's own books before intercompany consolidation. The reader who divides one by the other gets a ratio of two incompatible things, which is why we have not.

The affiliate list works the same way — names for the notable, a count for the rest. Two equity-method companies are itemized: M3, capital ¥29,351 million (US$179 million), 34.5 percent of voting rights held; Sony Financial Group, capital ¥20,029 million (US$122 million), 17.4 percent. Then a single line: 130 more companies, aggregated as 'other,' no names, no numbers. The Japanese form names two and counts a hundred and thirty; that is the resolution the form settles on.

The second of those two named affiliates filed its own document on the same Japanese form. On September 8, 2025 Sony Financial Group Inc. submitted a listing-application securities report — the Ⅰの部, drawn on the annual-report format — to the Tokyo Stock Exchange, and its five-year table of parent-company indicators prints capital of ¥20,029 million (US$122 million) at each of March 2021, 2022, 2023, 2024 and 2025, the same figure Sony's affiliate list carries. That document sets out the mechanics: Sony Group, holding 100 percent as of the submission date, would distribute more than 80 percent of its shares in the company to its own shareholders as a dividend in kind, one share for one, on a planned record date of September 30, 2025 with the distribution effective October 1, 2025, retaining under 20 percent — at which point the company moves from subsidiary to 'other affiliated company.' Where Sony's yuho prints 17.4 percent of voting rights, the listing document says under 20 percent; the reorganization plan was certified by the Minister of Economy, Trade and Industry under the Industrial Competitiveness Enhancement Act on February 13, 2024. The company's own consolidated total assets at March 31, 2025 were ¥23,370,923 million (US$142.7 billion), on its own consolidation basis — a third perimeter, not additive with the parent's totals above, and not added here.

Risk lives in structurally different homes. Form 20-F Item 3.D wants risk factors specific to the company or industry, prominently placed under a heading titled 'Risk Factors,' written as a summary of fuller discussion elsewhere in the document; ordering by priority is encouraged but not required, and the instructions ask for concision and a clear line from risk to effect. The Japanese form's business-risk section, meanwhile, records that Sony has been the target of cyberattacks and that no security measures guarantee complete safety; that the headquarters and many of the most advanced sensor-manufacturing sites sit in Japan, where earthquake risk is comparatively high; and that the company is subject to litigation and regulatory action in various countries.

The cyber datapoint with a year attached sits elsewhere in the Japanese filing, dozens of pages past the risk section: during fiscal 2025 Sony suffered multiple cyberattacks, none of which was assessed as material, with no material effect on strategy, results, or financial condition — accompanied by the caveat that future incidents carry no such assurance. The risk section speaks in the perpetual tense; that later passage speaks in the past tense with a fiscal year attached. Same subject, two grammatical moods, two locations.

The American form acquired a standing home for this subject in 2023. Release Nos. 33-11216 and 34-97989, File No. S7-09-22, effective September 5, 2023, added Item 16K to Form 20-F, and the Item's own text sets out what it asks. Item 16K(b)(1) wants the registrant's processes, if any, for assessing, identifying, and managing material risks from cybersecurity threats, in sufficient detail for a reasonable investor to understand those processes. Item 16K(b)(2) wants a description of whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the registrant, including its business strategy, results of operations, or financial condition and if so, how. Item 16K(c) wants the board of directors' oversight of those risks and management's role in assessing and managing them, and an instruction adds that Item 16K applies only to annual reports, and does not apply to registration statements on Form 20-F. Updated incident disclosure — for a material cybersecurity incident a foreign private issuer discloses or otherwise publicises in a foreign jurisdiction, to any stock exchange, or to security holders — goes on Form 6-K rather than Form 20-F. The disclosure is to be presented in Inline XBRL. So the two moods the Japanese filing sets dozens of pages apart sit on the American side under one Item heading, in adjacent branches of it: (b)(1) in the perpetual tense, (b)(2) asking in so many words about previous incidents and their effect on business strategy, results of operations, or financial condition — the same three nouns the fiscal-year passage above works through. What moves to another document is the current report on a material incident, not the annual retrospective.

On production and orders, the Japanese form contains a statement about itself: Sony does not present production or order volumes by segment, in money or in units, because its products are extremely wide-ranging and diverse and game consoles are, as a rule, built to forecast; sales are instead discussed within each segment's results. Form 20-F approaches the territory from other angles. Item 5.D asks for significant recent trends in production, sales, inventory, order book, and costs and selling prices since the last financial year. Item 4.D asks for the productive capacity and utilization of material facilities, and for construction plans to state the capacity they will add.

What the Japanese form does give on the capital side is money. Fiscal 2025 capital expenditure was ¥804,946 million (US$4.91 billion), of which ¥535,667 million (US$3.27 billion) went to the games, electronics, and sensor segments; the fiscal 2026 plan is ¥760,000 million (US$4.64 billion). Investment aimed at expanding image-sensor production capacity was ¥246.7 billion (US$1.51 billion) in fiscal 2025, up from ¥227.4 billion (US$1.39 billion) the year before. Capacity as capability and utilization is Item 4.D's vocabulary, one paragraph up; capacity as capex is the yuho's.

The audit is written into the American form itself. Item 18 specifies the financial statements; Item 8.A.1 requires audited consolidated statements with the audit report attached; Item 8.A.2 requires the latest three financial years; and the instructions to Item 8.A.2 require the issuer's statements to be audited under the standards of the PCAOB, by auditors qualified and independent under Regulation S-X Article 2. Which firm signed Sony's opinion, and what it said, is a question for the financial statements the report accompanies — the EDGAR filing index we quoted at the top lists documents, not their contents, and we have kept our claims at the level of what the index and the form's text actually show.

Regulation S-X Article 2 is where the two words in that instruction are defined. Section 210.1-02(d), as amended at 89 FR 14313 and effective July 1, 2024, defines an audit of an issuer's financial statements as an examination by an independent accountant in accordance with the standards of the Public Company Accounting Oversight Board (United States) for the purpose of expressing an opinion on them. Section 210.2-01(a) admits no one who is not duly registered and in good standing as a certified public accountant under the law of the place of residence or principal office. Section 210.2-01(b) carries the general standard: the Commission will not recognise an accountant as independent where the accountant is not capable of exercising objective and impartial judgment on all issues encompassed within the engagement, or where a reasonable investor with knowledge of all relevant facts and circumstances would conclude as much — and the relationships enumerated in (c) are a non-exclusive specification of circumstances inconsistent with that standard, not a substitute for it. As for the name this article declined to supply: an index can carry one. On the EDGAR filing index — this year's and the prior year's alike — exhibit EX-15.1 is described as CONSENT OF PRICEWATERHOUSECOOPERS JAPAN LLC.

For a miniature of the whole arrangement, read the warrant table. The 53rd series of stock acquisition rights — 20,307 of them, exercisable into 2,030,700 shares — carries an exercise price of ¥4,512 per share (US$27.55 at our rate). The 54th series — 9,383 warrants, 938,300 shares — carries an exercise price of US$28.88, written in dollars in a Japanese regulatory filing; its issue price and capitalization amount, the filing notes, were adjusted under the terms of issuance for the financial-business spin-off. Both series run from November 25, 2026 to November 24, 2035. The same filing whose share table lists the Tokyo and New York stock exchanges prices one warrant series in yen and the next in dollars, and prints both.

The share count offers a final arithmetic check, courtesy of the filing's own two dates. Shares outstanding: 6,149,810,645 at fiscal year end, 5,965,316,326 at the filing date — a difference of 184,494,319 shares. The post-balance-sheet events note records a cancellation of treasury shares on May 29, 2026, stated as a reduction of 184,494 thousand shares; the note's table rounds to thousands, the cover counts every share, and the two agree once you know which convention each is using. The reconciliation is there for anyone who does the subtraction.

The Japanese report compresses the question of where this company trades into one field — Tokyo and New York, each stock exchange. The 212 documents on EDGAR, and the numbered Items standing behind them, are the long form of that field. Readers with an afternoon can open both.

Currency note: all yen-to-dollar conversions in this article use ¥163.8 = US$1, the rate retrieved from the source below on 24 July 2026, applied uniformly to every period discussed, with figures keeping the precision of the underlying yen disclosure. This is a house convention for readability, not Sony's rate: the company's own fiscal 2025 average was ¥150.7 to the dollar, which is why its dollar-based Pictures figures differ from ours in the text above. Ratios, percentages, share counts, and headcounts are not converted.