IX 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 March 2024

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 of Transfer of Consolidated Subsidiary (Partial Transfer of Shares) and Joint Venture

TOKYO, Japan – March 6, 2024 – ORIX Corporation (“ORIX”) announced today that it has decided to enter into a share transfer agreement with NTT DOCOMO, INC. (“NTT DOCOMO”) and to transfer a part of its shares in ORIX Credit Corporation (“ORIX Credit”), a consolidated subsidiary of ORIX, to NTT DOCOMO, and to make ORIX Credit a joint venture in accordance with the shareholder agreement.

1. Purpose of joint venture through partial transfer of shares

As a comprehensive consumer finance company within ORIX Group, ORIX Credit is engaged in the consumer finance, credit guarantee, and mortgage banking businesses.

In the consumer finance business, ORIX Credit launched the “VIP Loan Card” as a low-interest, high limit product in 1987. This was pioneering among premium card loans. More recently, it has evolved into the “ORIX MONEY” smartphone-based personal loan product, meeting current needs for digitalization and cashless transactions.

In the credit guarantee business, ORIX Credit utilizes the expertise developed in its consumer finance business to guarantee unsecured loans, which are mainly provided by other financial institutions. Currently, ORIX Credit has partnerships with over 250 financial institutions throughout Japan.

In the mortgage banking business, ORIX Credit offers popular products that meet diverse financing needs related to housing (primarily Flat 35 fixed-interest rate housing loans).

NTT DOCOMO has a 36.1%^*1 share of mobile communication subscribers in Japan, a direct customer contact channel through its approximately 2,160^*2 “docomo Shop” stores, and a membership base of 98.76 million^*3 using the “d POINT CLUB” marketing platform.

In July 2022, NTT DOCOMO launched “d Sumaho Loan” ^*4, a loan service for individuals that offers preferential interest rate discounts of up to 3.0% per annum, depending on the customer’s contracted usage of NTT DOCOMO services such as “d Card” ^*4 and NTT DOCOMO line subscriptions. The cumulative amount of loans disbursed exceeded 37 billion yen in February 2024.

The market for retail financial services is changing on a daily basis, as funding needs diversify due to changes in the social structure, including an aging society with a declining birthrate, and as new entrants from other industries with strength in IT and digital applications join the market. With this joint venture, ORIX and NTT DOCOMO will leverage ORIX Credit’s operational and screening expertise in retail finance, as well as NTT DOCOMO’s customer and membership bases and the data associated with them, as they aim to both expand financing-related businesses in “smart living” areas as well as develop and provide new financial services, housing loans, and other products.

2. Summary of Partial Transfer of Shares

3. Outline of consolidated subsidiary to be transferred

4. Outline of buyer

5. Number of shares to be transferred, transfer price and status of shares held before and after transfer

6. Schedule of the transaction

7. Outlook

Although ORIX will report a gain on the sale of shares in a subsidiary of approximately 57.0 billion yen as a result of this transaction, the impact had already been included in the consolidated earnings forecast for ORIX for the fiscal year ending March 31, 2024, which was included in the Consolidated Financial Results announced on February 7, 2024. Thus, there are no changes to our consolidated earnings forecasts.

Contact Information:

Investor Relations and Sustainability 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 35,000 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 November 1, 2023)

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, 2022 – March 31, 2023” furnished on Form 6-K.

Filing of Extraordinary Report

TOKYO, Japan — March 6, 2024 — 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 transfer of subsidiary (transfer of shares).

This extraordinary report is being submitted due to the occurrence of an event materially affecting our Group’s financial position, results of operations and cash flows, pursuant to Article 24-5, paragraph (4) of the Financial Instruments and Exchange Act and Article 19, paragraph (2), item (12) of the Cabinet Office Ordinance on Disclosure of Corporate Information.

(1) Date of occurrence of the event

March 6, 2024 (date of agreement)

(2) Content of such event

On March 6, 2024, we decided to enter into a share transfer agreement with NTT DOCOMO, INC (“NTT DOCOMO”) and to transfer a part of its shares in ORIX Credit Corporation (“ORIX Credit”), a consolidated subsidiary of ORIX Corporation, to NTT DOCOMO. The share transfer is scheduled to be completed on or about March 29, 2024. As a result of this event, ORIX Credit will no longer be a consolidated subsidiary of ORIX Corporation.

(3) Impact of the event on income

As a result of this event, we expect to record approximately ¥67 billion in gains on sales of affiliates as an extraordinary gain in the non-consolidated financial statements for the fiscal year ending March 31, 2024. In the consolidated financial statements for the fiscal year ending March 31, 2024, we expect to record approximately ¥57 billion in gains on sales of subsidiaries and affiliates and liquidation losses, net.