SEC Form 6-K filed by 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 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 ☐

Table of Contents

Material Contained in this Report

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.

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.

2. Summary of Transfer of Equity Interest

3. Overview of Specific Subsidiary to Be Transferred

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

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

6. Schedule of the Transaction

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.

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.

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”).

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.