Form 6-K

ORIX Corporation

Date: October 27, 2026

/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

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.

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.

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(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.

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(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.

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

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(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

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