ORIX (NYSE: IX) plans sale of Network Connex holding subsidiary IX NTI

Rhea-AI Filing Summary

ORIX Corporation reports that an affiliate has signed an equity interest transfer agreement to sell 100% of IX NTI Holdings, LLC, the holding company for U.S.-based Network Connex, to NTI Buyer LLC, an Olympus Partners–affiliated special purpose company. IX NTI Holdings, invested in 2018 via ORIX Capital Partners, has supported add‑on acquisitions, organic growth and governance improvements, with Network Connex’s revenue reaching a record high in the previous fiscal year. ORIX will transfer its membership interest from 100.00% to 0.00%, so IX NTI Holdings will cease to be a specified subsidiary after closing, which is planned promptly once conditions precedent, including Hart‑Scott‑Rodino antitrust approvals, are satisfied. ORIX states that the gain on the sale cannot yet be reasonably estimated and that there is no revision to its consolidated earnings forecast for the fiscal year ended March 31, 2026.

Insights

Equity transactions analyst

ORIX plans a full exit from Network Connex’s holding company, but financial impact is still undefined.

ORIX is divesting IX NTI Holdings, LLC, the holding company for Network Connex, by transferring 100% of its membership interest to NTI Buyer LLC, an entity indirectly owned by Olympus Partners funds. This converts a successful private equity investment into realized value once conditions are met.

IX NTI Holdings showed revenue growth from USD262.5 million in FY22.12 to USD284.5 million in FY24.12, but net profit swung from a USD9.8 million profit to a USD38.0 million loss over the same period. Closing depends on conditions precedent, including approvals under the Hart-Scott-Rodino Antitrust Improvements Act.

ORIX notes that foreign exchange and other factors will affect the eventual gain on sale and that it cannot yet reasonably estimate that gain. As of this disclosure, ORIX keeps its consolidated earnings forecast for the fiscal year ended March 31, 2026 unchanged, indicating that any material impact will be announced only after the transaction is completed and quantifiable.

Key Figures

IX NTI paid-in capital: USD285.3 million IX NTI revenue FY22.12: USD262.5 million IX NTI revenue FY24.12: USD284.5 million +5 more

8 metrics

IX NTI paid-in capital USD285.3 million Capital of IX NTI Holdings, LLC

IX NTI revenue FY22.12 USD262.5 million Consolidated revenue for FY22.12

IX NTI revenue FY24.12 USD284.5 million Consolidated revenue for FY24.12

IX NTI net profit FY22.12 USD9.8 million Consolidated net profit for FY22.12

IX NTI net loss FY24.12 USD38.0 million Consolidated net loss for FY24.12

IX NTI net assets FY24.12 USD246.3 million Consolidated net assets at FY24.12

Ownership before transfer 100.00% membership percentage ORIX interest in IX NTI Holdings before sale

Ownership after transfer 0.00% membership percentage ORIX interest in IX NTI Holdings after sale

Key Terms

equity interest transfer agreement, Hart-Scott-Rodino Antitrust Improvements Act, Specified Subsidiary, extraordinary report, +1 more

5 terms

equity interest transfer agreement financial

"has entered into an equity interest transfer agreement on April 13, 2026 U.S. Time"

Hart-Scott-Rodino Antitrust Improvements Act regulatory

"including obtaining the necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act"

A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.

Specified Subsidiary regulatory

"As this transaction will result in a change in a Specified Subsidiary"

extraordinary report regulatory

"announced today that it filed an extraordinary report with the Director-General"

Financial Instruments and Exchange Act regulatory

"pursuant to Article 24-5, paragraph (4) of the Financial Instruments and Exchange Act"

Form 6-K: How Foreign Companies Report to the SEC →

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-14856

ORIX Corporation

(Translation of Registrant’s Name into English)

World Trade Center Bldg., SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku,

Tokyo, JAPAN

(Address of Principal Executive Offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F ☒  Form 40-F ☐

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Material Contained in this Report

1.		“Notice Regarding Transfer of Equity Interest (change in subsidiary): IX NTI Holdings, LLC (U.S. PE Investment: Network Connex)”
2.		“Filing of Extraordinary Report”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ORIX Corporation
Date: April 14, 2026		By		/s/ Masataka Yamada
				Masataka Yamada
				Senior Managing Executive Officer Chief Financial Officer and Chief Strategy Officer Responsible for Corporate Strategy and Management Unit ORIX Corporation

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Notice Regarding Transfer of Equity Interest (change in subsidiary): IX NTI Holdings, LLC (U.S. PE Investment: Network Connex)

TOKYO, Japan – April 14, 2026 – ORIX Corporation (”ORIX”) announced today that one of its affiliates has entered into an equity interest transfer agreement on April 13, 2026 U.S. Time with a special purpose company (“The SPC”) affiliated with Olympus Partners (”Olympus”) to transfer all of the equity interest in IX NTI Holdings, LLC (“IX NTI Holdings”) to Olympus.

1. Purpose of transfer of all equity interest

IX NTI Holdings is the holding company for NTI Connect, LLC (DBA “Network Connex”), in which our company invested^*1 in 2018 through a fund managed by ORIX Capital Partners (“OCP”), the operationally-focused private equity (PE) team of our wholly owned subsidiary, ORIX Corporation USA. Network Connex was founded in 2003 and provides network deployment solutions in data centers, fiber optics, and wireless services in the United States.

Since our investment, OCP has made significant contributions to Network Connex, including add-on acquisitions, organic growth initiatives, strengthening governance and operational improvements. Network Connex continues to deliver strong performance, with revenue reaching a record high in the previous fiscal year.

In this context, OCP has determined that Olympus, a PE fund, would be the optimal partner to support the continued growth of Network Connex and therefore resolved to transfer its equity interest.

*1 ORIX Capital Partners Acquires NTI Connect, LLC (December 4, 2018)

2. Summary of Transfer of Equity Interest

(1)		Method		Transfer of (issued) equity interest owned by the specific subsidiary of ORIX
(2)		Shareholding ratio before and after		Before the transfer		IX Capital NTI Holdings, LLC 100%
				After the transfer		The SPC 100%

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3. Overview of Specific Subsidiary to Be Transferred

(1)		Name		IX NTI Holdings, LLC
(2)		Location		c/o ORIX Capital Partners, 2001 Ross Ave Suite 1900, Dallas, TX 75201
(3)		Name and title of representative		Christopher Suan, President of ORIX Capital Partners
(4)		Description of business		Holding company
(5)		Paid-in capital		USD 285.3 million*2
(6)		Date of establishment		September 12, 2018
(7)		Major shareholders and shareholding ratio		IX Capital NTI Holdings, LLC 100%
(8)		Relationship between the listed company and aforementioned company		Capital relationship		IX Capital NTI Holdings, LLC, a specific subsidiary of ORIX, owns 100% of the membership interest.
				Personnel relationship		Not applicable
				Business relationship		Not applicable
(9)		Consolidated subsidiary results and financial position for the past three years*3

Fiscal year				FY22.12		FY23.12		FY24.12
		Net assets		USD223.2 million		USD219.1 million		USD246.3 million
		Total assets		USD451.9 million		USD453.5 million		USD449.1 million
		Revenue		USD262.5 million		USD276.1 million		USD284.5 million
		Net Profit and Loss		USD9.8 million		USD-3.2 million		USD-38.0 million

*2 as of Dec-25, Unaudited

*3 Audited consolidated financial statements of IX Capital NTI Holdings, LLC, the parent company of IX NTI Holdings. IX Capital NTI Holdings, LLC is a holding company with no material operations, and IX NTI Holdings is its sole subsidiary.

4. Overview of the Company to Which the Equity Interests are Being Transferred^*4

(1)		Name		NTI Buyer LLC
(2)		Location		c/o Olympus Growth Fund VIII, L.P., Metro Center, 4th Floor, One Station Place, Stamford, CT 06902
(3)		Name and title of representative		Matthew Boyd, President
(4)		Description of Business		Holding company
(5)		Date of establishment		March 26, 2026
(6)		Major shareholders and shareholding ratio		100% indirectly owned by funds and accounts managed by Olympus
(7)		Relationship between the listed company and the aforementioned company		Capital relationship		Not applicable
				Personnel relationship		Not applicable
				Business relationship		Not applicable
				Related party status		The SPC and its related parties and affiliates are not related parties of ORIX.

*4 Due to the wishes of the transferee, we will refrain from disclosing the “Paid-in-capital” “Net assets” and “Total assets.”

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5. Number of Equity Interest to Be Transferred and Status of Equity Interest Held Before and After Transfer^*5

(1)		Number of equity interest held before the transfer		100% Membership Percentage
(2)		Number of equity interest to be transferred		100% Membership Percentage
(3)		Number of equity interest held after the transfer		0.00% Membership Percentage (Percentage of voting rights: 0%)

*5 Due to the wishes of the transferee, we will refrain from disclosing the “Transfer price.”

6. Schedule of the Transaction

(1)		Date of share transfer agreement for the transaction		April 13, 2026 U.S. Time
(2)		Effective date of the share transfer		The share transfer is planned promptly after the conditions precedent under the equity interest transfer agreement are satisfied.

7. Outlook

This transaction is subject to certain conditions precedent, including obtaining the necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act. In addition, the amount of the gain on the sale of this transaction will fluctuate due to factors such as foreign exchange fluctuations. Accordingly, ORIX is unable to reasonably estimate the impact of this transaction on its consolidated business performance.

If the conditions precedent are satisfied and the transaction is completed, and the gain on the sale is subsequently reasonably estimable and is determined to have material impact on ORIX’s consolidated business performance, ORIX will make an announcement. As of the date of this announcement, the amount of the gain on the sale remains undetermined, and therefore, there is no revision to the consolidated earnings forecast for the fiscal year ended March 31, 2026.

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Contact Information:

Investor Relations Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX Group:

ORIX Group (ORIX Corporation TSE: 8591; NYSE: IX) was established in 1964 and has grown from its roots in leasing in Japan to become a global, diverse, and unique corporate group. Today, it is active around the world in financing and investment, life insurance, banking, asset management, real estate, concession, environment and energy, automobile-related services, industrial/ICT equipment, ships and aircraft. Since expanding outside of Japan in 1971, ORIX Group has grown its business globally and now operates in around 30 countries and regions across the world with approximately 36,000 people. ORIX Group unites globally around its Purpose: “Finding Paths. Making Impact.” combining diverse expertise and innovative thinking to help our world develop in a sustainable way.

For more details, please visit our website: https://www.orix.co.jp/grp/en/

(As of September 30, 2025)

Caution Concerning Forward Looking Statements:

These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results that differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “(4) Risk Factors” of the “1. Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2024 – March 31, 2025” furnished on Form 6-K.

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Filing of Extraordinary Report

TOKYO, Japan — April 13, 2026 (U.S. time) — ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, announced today that it filed an extraordinary report with the Director-General of the Kanto Financial Bureau in Japan concerning the potential sale of IX NTI Holdings, LLC (“Target”), the holding company for NTI Connect, LLC d/b/a Network Connex (“Network Connex”). Network Connex is a portfolio company of ORIX Capital Partners (“OCP”), the operationally-focused private equity team of our wholly-owned subsidiary, ORIX Corporation USA (“OCU”).

1. Reason for Filing

ORIX Corporation submits this extraordinary report as an affiliate has entered into a purchase agreement with NTI Buyer LLC (“Buyer”), an entity affiliated with Olympus Partners, to sell Target to Buyer. This transaction is subject to customary conditions precedent, including obtaining the necessary regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act.

As this transaction will result in a change in a Specified Subsidiary, this extraordinary report is submitted pursuant to Article 24-5, paragraph (4) of the Financial Instruments and Exchange Act and Article 19, paragraph (2), item (3) of the Cabinet Office Ordinance on Disclosure of Corporate Information.

2. Description of Report

(1) Name, location, name and job title of representative, capital, and business description of the Specified Subsidiary

Name		IX NTI Holdings, LLC
Location		c/o ORIX Capital Partners, 2001 Ross Ave Suite 1900, Dallas, TX 75201
Name of representative		Christopher Suan, President of ORIX Capital Partners
Capital		USD 285.3 million (as of December 31, 2025)*
Business description		Holding company for Network Connex, a provider of network deployment solutions

* Unaudited

(2) The number of voting rights held in the Specified Subsidiary before and after the transfer, and the percentage of the total voting rights of the Specified Subsidiary’s shareholders, etc.

a. Number of voting rights of the Specified Subsidiary held by the Company and its subsidiaries

Before the transfer		- units
After the transfer		- units

b. Ownership percentage of voting rights of the Specified Subsidiary in the total number of voting rights held by all the shareholders of the Specified Subsidiary

Before the transfer		100.00%
After the transfer		0.00%

(3) Reason and date of transfer

Reason		On April 13, 2026 (U.S. time), an affiliate of ORIX Corporation entered into a purchase agreement with Buyer, an entity affiliated with Olympus Partners, to sell Target, which is considered a Specified Subsidiary of ORIX Corporation, to Buyer. Upon the closing of this transaction, Target will cease to be a subsidiary of ORIX Corporation, resulting in a change in a Specified Subsidiary.
Date		The share transfer is planned promptly after the conditions precedent under the equity interest transfer agreement are satisfied.

FAQ

What transaction involving IX NTI Holdings did ORIX (IX) announce?

ORIX announced an agreement for an affiliate to transfer 100% of its equity interest in IX NTI Holdings, LLC to NTI Buyer LLC, an entity affiliated with Olympus Partners. IX NTI Holdings is the holding company for Network Connex in the United States.

How has IX NTI Holdings, LLC performed financially before the planned sale by ORIX (IX)?

IX NTI Holdings reported revenue of USD262.5 million, USD276.1 million, and USD284.5 million for FY22.12, FY23.12, and FY24.12, respectively. Net profit shifted from USD9.8 million profit in FY22.12 to losses of USD3.2 million and USD38.0 million in FY23.12 and FY24.12.

Will IX NTI Holdings remain a subsidiary of ORIX (IX) after the transaction closes?

No. ORIX plans to transfer a 100.00% membership percentage in IX NTI Holdings, LLC, reducing its holding to 0.00%. Upon closing, IX NTI Holdings will cease to be a subsidiary and will no longer be treated as a Specified Subsidiary under Japanese disclosure rules.

What conditions must be satisfied before ORIX (IX) can complete the sale of IX NTI Holdings?

Completion of the sale is subject to conditions precedent under the equity interest transfer agreement, including obtaining necessary regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act. The share transfer is planned promptly after those conditions are satisfied, according to ORIX.

How does this planned sale affect ORIX’s (IX) earnings forecast?

ORIX states that the gain on the sale cannot yet be reasonably estimated because of factors such as foreign exchange fluctuations. As of this announcement, ORIX makes no revision to its consolidated earnings forecast for the fiscal year ended March 31, 2026, but may update if the impact becomes material.

Who is Network Connex, the business held through IX NTI Holdings, in ORIX’s (IX) portfolio?

Network Connex is a U.S. provider of network deployment solutions in data centers, fiber optics, and wireless services. ORIX invested in 2018 via ORIX Capital Partners, which supported add-on acquisitions, organic growth initiatives, and governance and operational improvements at Network Connex.