ORIX approves ¥465M in staff and director stock grants

The restricted shares are subject to transfer limits through November 30, 2029, with release tied to continued service and the plan’s other stated conditions.

Rhea-AI Filing Summary

ORIX Corporation resolved to dispose of 81,040 of its own common shares under its Restricted Stock Grant Plan, at 5,732 yen per share and a total value of 464,521,280 yen. Recipients are 240 ORIX employees (56,280 shares), 112 subsidiary employees (23,980 shares), and three subsidiary directors (780 shares). The allotment will be made through in-kind contributions of monetary claims provided by ORIX or its subsidiaries; the paid-in amount will not be incorporated into capital. The transfer restriction period runs from December 18, 2026, through November 30, 2029. Employees generally receive release at the end if they remain in an eligible position throughout, while subsidiary directors' restrictions are released at expiry; the terms also provide for specified early releases and acquisition by ORIX without consideration. During the period, the shares will be held in dedicated Nomura Securities accounts and cannot be transferred, pledged or otherwise disposed of.

Key Figures

Shares to be disposed: 81,040 shares Disposal price: 5,732 yen per share Total value of shares to be disposed: 464,521,280 yen +3 more

6 metrics

Shares to be disposed 81,040 shares Restricted Stock Grant Plan

Disposal price 5,732 yen per share Restricted Stock Grant Plan

Total value of shares to be disposed 464,521,280 yen Aggregate paid-in amount for the disposal

Shares allotted to employees of ORIX 56,280 shares 240 persons

Shares allotted to employees of ORIX subsidiaries 23,980 shares 112 persons

Shares allotted to directors of ORIX subsidiaries 780 shares 3 persons

Key Terms

Restricted Stock Grant Plan, Transfer Restriction Period, Specified Restricted Shares, in-kind contributions, +1 more

5 terms

Restricted Stock Grant Plan financial

"under the Restricted Stock Grant Plan"

Transfer Restriction Period financial

"From December 18, 2026 to November 30, 2029"

Specified Restricted Shares regulatory

"expected to fall under “Specified Restricted Shares”"

in-kind contributions financial

"conducted through in-kind contributions of the monetary claims"

In-kind contributions are non-cash assets or services provided to a company or project instead of money — for example equipment, inventory, professional services, or shares. For investors, they matter because they change what a business owns and owes without affecting its cash balance, which can affect valuation, reported expenses, ownership stakes or future cash needs; think of receiving a useful tool instead of a check, which helps operations but may be harder to convert to cash.

Organizational Restructuring Event regulatory

"an “Organizational Restructuring Event”"

FAQ

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

How many ORIX (IX) shares are being disposed of, and at what price?

ORIX will dispose of 81,040 shares at 5,732 yen per share, for a total value of 464,521,280 yen. The shares are allotted to employees of ORIX and its subsidiaries and directors of its subsidiaries under the Restricted Stock Grant Plan.

When can recipients transfer ORIX (IX) restricted shares?

Restrictions run from December 18, 2026, through November 30, 2029. Company and subsidiary employees generally receive release at the end if they remain in an eligible position throughout; subsidiary directors' restrictions are released at expiry. The terms also provide for specified early releases and acquisition by ORIX without consideration in stated circumstances. The shares are held in dedicated Nomura Securities accounts and cannot be transferred, pledged or otherwise disposed of during the period.

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

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

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Available on EDGAR 10/27/2026 - 06:09 AM EDT Accepted by SEC EDGAR 10/27/2026 - 06:08 AM EDT Learn about SEC filing dates

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 October 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 ☐

Table of Contents

Material Contained in this Report

1. Announcement Regarding Disposal of Own Shares as Restricted Stock

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: October 27, 2026				By		/s/ Masataka Yamada
						Masataka Yamada
						Member of the Board of Directors Senior Managing Executive Officer Chief Financial Officer and Chief Strategy Officer Responsible for Corporate Strategy and Management Unit ORIX Corporation

Announcement Regarding Disposal of Own Shares as Restricted Stock

TOKYO, Japan — October 27, 2026 (U.S. time) — ORIX Corporation (the “Company”) (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 disposal of its own shares (the “Disposal”).

1 Reason for Filing

On October 26, 2026, the Company’s Representative Executive Officer resolved to dispose of its own shares (the “Allotted Shares”) to employees of the Company and its subsidiaries and directors of the Company’s subsidiaries (the “Eligible Persons ”) under the Restricted Stock Grant Plan (the “Plan”), pursuant to the delegation authorized by the resolution of the Board of Directors held on June 23, 2026, in accordance with Article 416, Paragraph 4 of the Companies Act of Japan.

Accordingly, this Extraordinary Report is hereby submitted pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item (ii)-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs.

2 Description of Report

(1) Outline of Disposal

Stock name		Class		Details of the shares
ORIX Corporation  shares		Common  stock		These shares are standard common stock of the Company with full voting rights and no restrictions on shareholder rights. The number of shares per unit is 100.

Number of shares to be disposed		Disposal price		Total value of shares to be disposed		Amount   incorporated into   capital		Total amount incorporated into capital
81,040 shares		5,732 yen		464,521,280 yen		—		—

* The disposal price represents the paid-in amount under the Companies Act of Japan in connection with the Disposal of its own shares, and the total disposal value corresponds to the aggregate paid-in amount under the Companies Act for the Disposal.

It should be noted that, as the offering covered by this Extraordinary Report is conducted through the disposal of its own shares, the paid-in amount will not be incorporated into capital.

(2) Number and breakdown of offerees for the solicitation of acquisition or sale

Offerees		Number of  offerees		Number of shares to be disposed
Employees of the Company		240 persons		56,280 shares
Employees of the Company’s subsidiaries		112 persons		23,980 shares
Directors of the Company’s subsidiaries		3 persons		780 shares

* The term “subsidiary” refers to a subsidiary as defined in Article 8, Paragraph 3 of the Regulation on Terminology, Forms, and Preparation Methods of Financial Statements. The same applies hereinafter.

- 1 -

(3) Relationship between the filing company and its subsidiary when the offeree is a director, etc. of the subsidiary (as defined in Article 2-12, Paragraph 1, Item (i) of the Cabinet Order for Enforcement of the Financial Instruments and Exchange Act)

Subsidiaries that are either wholly owned by the Company or in which the Company holds a majority of voting rights on its own account.

(4) Content of the agreement between the filing company and the offeree

The Company plans to enter into a Restricted Stock Grant Agreement with the Eligible Persons , which will include, in essence, the following terms. Accordingly, the shares of common stock of the Company subject to this Extraordinary Report are expected to fall under “Specified Restricted Shares” as defined in Article 54, Paragraph 1 of the Corporation Tax Act and Article 84, Paragraph 1 of the Cabinet Order for Enforcement of the Income Tax Act.

This Disposal will be conducted through in-kind contributions of the monetary claims held by the Eligible Persons, which will be provided by the Company or its subsidiaries as consideration for the Restricted Shares under the Plan. The total amount of the monetary claims to be contributed is 464,521,280 yen, with 5,732 yen per share to be allocated as the contribution value.

(i) If the Eligible Persons are employees of the Company or its subsidiaries

1. Transfer Restriction Period

From December 18, 2026 to November 30, 2029

2. Conditions to Lift Transfer Restrictions

If an Eligible Person continues to serve as an employee of the Company or the Company’s subsidiaries in a position determined by the Company to be eligible (the “Eligible Position,” as used in this Section 2 and Section 3 below) throughout the Transfer Restriction Period, the transfer restrictions will be lifted for all of the Eligible Person’s Allotted Shares at the end of the Transfer Restriction Period.

However, if the Eligible Person loses such Eligible Position due to reaching retirement age or in such other circumstances as the Company may deem justifiable, then the transfer restrictions shall be lifted for all of the Allotted Shares held by the Eligible Person as of that date on the first day of June or December (whichever comes first) following the day such circumstances occur.

3. Acquisition by the Company Without Consideration

If certain events occur during the Transfer Restriction Period, such as the Eligible Person’s loss of the Eligible Position due to reasons other than those stipulated in 2 above, the Company shall acquire all of the Allotted Shares held by the Eligible Person at that point in time without consideration.

In addition, the Company shall acquire without consideration all of the Allotted Shares held by the Eligible Person at the time immediately following the expiration of the Transfer Restriction Period if the transfer restrictions have not been lifted at that time.

4. Treatment in the Event of Organizational Restructuring, Etc.

If, during the Transfer Restriction Period, a merger agreement under which the Company will become a defunct company, a share exchange agreement under which the Company will become a wholly owned subsidiary, a share transfer plan, or any other matter relating to organizational restructuring, etc. is approved at a general meeting of the shareholders of the Company (or, if approval at a general meeting of the shareholders of the Company is not required for such organizational restructuring, by the Board of Directors of the Company) (an “Organizational Restructuring Event”), the Company may, at the Company’s discretion, lift the transfer restrictions on all of the Allotted Shares held by the Eligible Person as of the date of such approval, immediately prior to the business day preceding the effective date of such Organizational Restructuring Event. Further, on the business day immediately preceding the effective date of such Organizational Restructuring Event, the Company shall acquire without consideration all of the Allotted Shares held by the Eligible Person as of such business day for which the transfer restrictions have not been lifted.

- 2 -

(ii) If the Eligible Persons are directors of the Company’s subsidiaries

1. Transfer Restriction Period

From December 18, 2026 to November 30, 2029

2. Conditions to Lift Transfer Restrictions

At the expiration of the Transfer Restriction Period, the transfer restrictions will be lifted for all of the Allotted Shares held by the Eligible Person as of that time. at the end of the Transfer Restriction Period.

However, if the Eligible Person loses a position as a director of the Company’s subsidiary determined by the Company to be eligible (the “Eligible Position,” as used in this Section 2 and Section 3 below) due to any reason other than those stipulated in Section 3 below, then the transfer restrictions shall be lifted for all of the Allotted Shares held by the Eligible Person as of that date on the first day of June or December (whichever comes first) following the day such circumstances occur.

3. Acquisition by the Company Without Consideration

If certain events occur during the Transfer Restriction Period, such as an Eligible Person losing the Eligible Position due to death or removal from office, the Company shall acquire all of the Allotted Shares held by the Eligible Person at that point in time without consideration.

In addition, the Company shall acquire without consideration all of the Allotted Shares held by the Eligible Person at the time immediately following the expiration of the Transfer Restriction Period if the transfer restrictions have not been lifted at that time.

4. Treatment in the Event of Organizational Restructuring, Etc.

If, during the Transfer Restriction Period, a merger agreement under which the Company will become a defunct company, a share exchange agreement under which the Company will become a wholly owned subsidiary, a share transfer plan, or any other matter relating to organizational restructuring, etc. is approved at a general meeting of the shareholders of the Company (or, if approval at a general meeting of the shareholders of the Company is not required for such organizational restructuring, by the Board of Directors of the Company) (an “Organizational Restructuring Event”), the Company may, at the Company’s discretion, lift the transfer restrictions on all of the Allotted Shares held by the Eligible Person as of the date of such approval, immediately prior to the business day preceding the effective date of such Organizational Restructuring Event. Further, on the business day immediately preceding the effective date of such Organizational Restructuring Event, the Company shall acquire without consideration all of the Allotted Shares held by the Eligible Person as of such business day for which the transfer restrictions have not been lifted.

- 3 -

(5) Method of managing the relevant share certificates separately from other share certificates not subject to transfer restrictions

The Allotted Shares will be managed in a dedicated account opened by the Eligible Person at Nomura Securities Co., Ltd. during the Transfer Restriction Period so that the Allotted Shares may not be transferred, pledged as collateral or otherwise disposed of during the Transfer Restriction Period. Even if a request is made by the Eligible Person, the Allotted Shares managed in the dedicated account will be subject to restrictions on transfer or other disposition, and will be segregated from other shares of the Company that are not subject to transfer restrictions. In order to ensure the effectiveness of the transfer restrictions of the Allotted Shares, the Company has entered into an agreement with Nomura Securities Co., Ltd. to manage the Allotted Shares account held by each Eligible Person, and the Eligible Person agrees to the details of this management arrangement.

(6) Payment date for the Allotted Shares

December 18, 2026

(7) Name and address of the transfer institution

Name: Japan Securities Depository Center, Incorporated

Address: 7-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo 103-0026, Japan

- 4 -