ORIX restructures Tsukuba Lease via company split

ORIX Corporation plans a simplified absorption-type company split to integrate its consolidated subsidiary Tsukuba Lease Corporation into ORIX and ORIX Auto Corporation.

Rhea-AI Filing Summary

ORIX Corporation plans a simplified absorption-type company split to integrate its consolidated subsidiary Tsukuba Lease Corporation into ORIX and ORIX Auto Corporation. All lease and installment sales businesses of Tsukuba Lease, which generated revenues of JPY 1,701 million for the fiscal year ended March 2025, will transfer to the successor companies.

The board decided the split and subsequent dissolution/liquidation of Tsukuba Lease on April 13, 2026, with the split scheduled to take effect on August 1, 2026. ORIX will pay consideration based on the book value of Tsukuba Lease’s lease and installment receivables as of July 31, 2026. ORIX states there will be no change to its name, capital, or fiscal year-end, and it expects the impact on consolidated financial results to be immaterial.

Key Figures

Tsukuba Lease revenues: JPY 1,701 million Tsukuba Lease total assets: JPY 4,176 million Tsukuba Lease total liabilities: JPY 3,186 million +5 more

8 metrics

Tsukuba Lease revenues JPY 1,701 million Fiscal year ended March 2025, lease and installment sales business

Tsukuba Lease total assets JPY 4,176 million Assets of business division subject to split and liquidation

Tsukuba Lease total liabilities JPY 3,186 million Liabilities to be succeeded by ORIX and ORIX Auto per agreement

ORIX consolidated revenues JPY 2,874,821 million Fiscal year ended March 2025

ORIX consolidated net income JPY 351,630 million Fiscal year ended March 2025

ORIX Auto revenues JPY 368,070 million Non-consolidated, fiscal year ended March 2025

Effective date of company split August 1, 2026 Scheduled effective date for absorption-type company split

Board resolution date April 13, 2026 Decision on company split and dissolution/liquidation

Key Terms

absorption-type company split, simplified absorption-type company split, short-form absorption-type company split, consolidated subsidiary, +2 more

6 terms

absorption-type company split financial

"implement an absorption-type company split (the “Company Split”), whereby ORIX and ORIX Auto Corporation"

simplified absorption-type company split financial

"The Company Split will be carried out through a simplified absorption-type company split and a short-form absorption-type"

short-form absorption-type company split financial

"simplified absorption-type company split and a short-form absorption-type company split, with ORIX and ORIX Auto"

consolidated subsidiary financial

"ORIX Auto Corporation (“ORIX Auto”), a consolidated subsidiary of ORIX, will act as the absorbing split successor"

A consolidated subsidiary is a company that a parent company controls and therefore includes, line-by-line, in the parent’s consolidated financial statements. Control is usually shown by owning a majority of voting shares or having the power to direct the subsidiary’s activities; the parent combines the subsidiary’s assets, liabilities, income and expenses with its own, eliminates intercompany transactions, and reports any ownership by outside shareholders as a noncontrolling (minority) interest.

lease receivables and installment receivables financial

"pay, as consideration for the absorption-type company split, the valuation of Tsukuba Lease’s lease receivables and installment receivables business"

forward-looking statements financial

"These documents may contain forward-looking statements about expected future events and financial results that involve risks"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What restructuring did ORIX Corporation (IX) announce regarding Tsukuba Lease?

ORIX Corporation will execute an absorption-type company split, transferring Tsukuba Lease Corporation’s lease and installment sales business to ORIX and ORIX Auto. After the split becomes effective, Tsukuba Lease will be dissolved and liquidated, while its business continues under the successor companies.

When will the ORIX–Tsukuba Lease company split take effect?

The effective date of the absorption-type company split is scheduled for August 1, 2026. ORIX’s board approved the split and dissolution on April 13, 2026, and execution of the split agreement is planned for mid-May 2026, subject to the stated schedule.

How large is Tsukuba Lease’s business being absorbed by ORIX (IX)?

The business division subject to the split is Tsukuba Lease’s entire lease and installment sales operations, which generated revenues of JPY 1,701 million in the fiscal year ended March 2025. Related assets total JPY 4,176 million and liabilities total JPY 3,186 million at the same time.

Will ORIX Corporation’s capital or corporate profile change after the split?

ORIX states there will be no changes to its name, location, representative, business description, capital, or fiscal year-end as a result of the company split and Tsukuba Lease’s dissolution. The transaction is an internal reorganization within the ORIX Group rather than a capital-raising event.

What financial impact does ORIX (IX) expect from the Tsukuba Lease company split?

ORIX expects the impact of the company split and subsequent dissolution and liquidation of Tsukuba Lease on its consolidated financial results to be immaterial. This reflects Tsukuba Lease’s relatively small scale compared with ORIX’s consolidated revenues and assets for the fiscal year ended March 2025.

How will consideration for Tsukuba Lease’s business be determined in the split?

ORIX and ORIX Auto plan to pay consideration equal to the valuation of Tsukuba Lease’s lease receivables and installment receivables business as of July 31, 2026. That valuation will be calculated and determined based on the book value of those receivables according to the companies’ agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 Company Split (Simplified Absorption-Type Company Split) of Tsukuba Lease Corporation

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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 13, 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 Company Split (Simplified Absorption-Type Company Split) of Tsukuba Lease Corporation

Tokyo, Japan – April 13, 2026 – ORIX Corporation (“ORIX”) announced today that it has decided to implement an absorption-type company split (the “Company Split”), whereby ORIX and ORIX Auto Corporation (“ORIX Auto”), a consolidated subsidiary of ORIX, will act as the absorbing split successor companies (the “Successor Companies”), and Tsukuba Lease Corporation (“Tsukuba Lease”), a consolidated subsidiary of ORIX, will act as the absorbed split company (the “Split Company”). ORIX has also decided that, following the effectiveness of the Company Split, Tsukuba Lease will be dissolved and liquidated. The business currently operated by Tsukuba Lease will be continued by the Successor Companies after the Company Split.

As the Company Split is implemented as a simplified absorption-type company split involving ORIX’s consolidated subsidiary, ORIX is omitting certain disclosure items and details in this notice.

1. Purpose of the Company Split

The Company Split aims to enhance operational efficiency and effective utilization of management resources through a management integration within the ORIX Group, taking into account the future growth prospects of Tsukuba Lease. Tsukuba Lease is expected to be dissolved and liquidated following the Company Split.

2. Summary of the Company Split and Dissolution/Liquidation

(1) Schedule

Date of Board Resolution for the Company Split and Dissolution/Liquidation		April 13, 2026
Date of Execution of the Company Split Agreement (scheduled)		Mid-May, 2026
Effective Date of the Company Split (scheduled)		August 1, 2026

Notes:

- The Company Split qualifies as a simplified absorption-type company split pursuant to Article 796, Paragraph 2 of the Companies Act of Japan, and therefore no shareholders’ meeting pursuant to Article 795, Paragraph 1 of the Companies Act of Japan will be convened by ORIX.

- Because ORIX holds 90% or more of the voting rights of Tsukuba Lease and therefore has a special controlling relationship with Tsukuba Lease, the Company Split between ORIX and Tsukuba Lease qualifies as a short-form absorption-type company split pursuant to Article 784, Paragraph 1 of the Companies Act of Japan, and no shareholders’ meeting will be convened by Tsukuba Lease.

- The dissolution and liquidation of Tsukuba Lease will be carried out sequentially after the effective date of the Company Split.

(2) Method of the Company Split

The Company Split will be carried out through a simplified absorption-type company split and a short-form absorption-type company split, with ORIX and ORIX Auto as the Successor Companies and Tsukuba Lease as the Split Company.

(3) Details of Allotment in Connection with the Company Split

ORIX and ORIX Auto plan to pay, as consideration for the absorption-type company split, the valuation of Tsukuba Lease’s lease receivables and installment receivables business as of July 31, 2026. In determining such consideration, the valuation shall be calculated and determined based on their book value.

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(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Company Split

None.

(5) Changes in Capital as a Result of the Company Split

There will be no change in ORIX’s capital as a result of the Company Split.

(6) Rights and Obligations to be Succeeded by the Successor Companies

As a result of the Company Split, ORIX and ORIX Auto will succeed to the assets, liabilities, contractual positions, and the rights and obligations incidental thereto held by Tsukuba Lease, as of the effective date, within the scope specified in the absorption-type company split agreement.

(7) Prospects for the Performance of Obligations

With respect to the obligations to be assumed by ORIX and ORIX Auto on and after the effective date of the Company Split, ORIX has determined that there will be no issues with the performance of such obligations.

3. Overview of the Companies Involved in the Company Split

		Successor company in an absorption-type company split		Successor company in an absorption-type company split		Split company in an absorption-type company split
(1)   Name		ORIX Corporation		ORIX Auto Corporation		Tsukuba Lease Corporation
(2)   Location		2-4-1 Hamamatsu-cho, Minato-ku, Tokyo		3-22-8 Shiba, Minato-ku, Tokyo		15-4 Higashi-Arai, Tsukuba City, Ibaraki
(3)   Name and title of representative		Hidetake Takahashi, Member of the Board of Directors, Representative Executive Officer, President and Chief Executive Officer		Susumu Naito, President		Akinobu Nagashima, Representative Director
(4)   Description of business		Diversified Financial Services		Automobile leasing, Rental, Car Sharing, and Sales of Used Automobiles		Leasing
(5)   Paid-in Capital		JPY 221,111 million		JPY 500 million		JPY 20 million
(6)   Date of establishment		April 1964		June 1973		June 1981
(7)   Number of shares issued		1,162,962,244 shares		100,000 shares		40,000 shares
(8)   Fiscal year-end		March		March		March
(9)   Major shareholders and shareholding ratios (As of March 31, 2025)		The Master Trust Bank of Japan, Ltd. (Trust Account) 18.95%		ORIX Corporation 100.00%		ORIX Corporation 95.00%
		Custody Bank of Japan, Ltd. (Trust Account) 8.37%		-		Tsukuba Bank, Ltd. 5.00%
		STATE STREET BANK AND TRUST COMPANY 505001 3.03%		-		-
		CITIBANK, N.A.-NY, AS DEPOSITARY BANK FOR DEPOSITARY SHARE HOLDERS 2.23%		-		-
		STATE STREET BANK WEST CLIENT-TREATY 505234 2.06%		-		-

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10.  Financial conditions and operating results for the immediately preceding fiscal year
		ORIX Corporation (Consolidated) (Fiscal Year Ended March 2025)		ORIX Auto Corporation (Non-consolidated) (Fiscal Year Ended March 2025)		Tsukuba Lease Corporation (Non-consolidated) (Fiscal Year Ended March 2025)
Net Assets		JPY 4,089,782 million		JPY 35,483 million		JPY 990 million
Total Assets		JPY 16,866,251 million		JPY 520,365 million		JPY 4,176 million
Net Assets per Share		JPY 3,599.24		JPY 354,830		JPY 24,738.79
Revenues		JPY 2,874,821 million		JPY 368,070 million		JPY 1,701 million
Operating Profit		JPY 331,826 million		JPY 45,291 million		JPY 37 million
Ordinary Profit		JPY 480,463 million		JPY 46,550 million		JPY 37 million
Net Income		JPY 351,630 million		JPY 32,940 million		JPY 25 million
Net Income per Share		JPY 307.74		JPY 329,400		JPY 625.57

Note: As ORIX prepares its financial statements in accordance with U.S. GAAP, Total revenues are presented under the caption “Revenues,” and Income before income taxes is presented under the caption “Ordinary Profit.” In addition, net assets represent shareholders’ equity of ORIX, and net income and per-share information represent amounts attributable to shareholders of ORIX.

4. Overview of the Business Division Subject to the Company Split and Liquidation

(1) Details of the Business Division Subject to the Company Split and Liquidation

All lease and installment sales businesses currently conducted by Tsukuba Lease.

(2) Operating Results of the Business Division Subject to the Company Split and Liquidation (Fiscal year ended March 2025)

Revenues: JPY 1,701 million

(3) Items and Amounts of Assets and Liabilities Subject to the Company Split and Liquidation

(Unit: JPY million)

Assets				Liabilities
Item		Amount		Item		Amount
Current Assets		4,136		Current Liabilities		1,994
Fixed Assets		40		Fixed Liabilities		1,193
Total		4,176		Total		3,186

5. Status after the Company Split and Dissolution/Liquidation

There will be no changes to ORIX’s name, location, title and name of its representative, business description, capital, or fiscal year-end as a result of the Company Split and dissolution/liquidation.

6. Outlook

The impact of the Company Split and the subsequent dissolution/liquidation on ORIX’s consolidated financial results is expected to be immaterial.

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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.