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ORIX CORP

Foreign Filer Report Nov 12, 2025

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6-K 1 d201688d6k.htm FORM 6-K Form 6-K

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 November 2025

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. ORIX’s Second Quarter Consolidated Financial Results (April 1, 2025 –September 30, 2025) filed with the Tokyo Stock Exchange on Wednesday, November 12, 2025.

  2. Announcement Regarding Interim Dividend and Revisions to Consolidated Earnings Forecast and Year-end Dividend Forecast for the Fiscal Year Ending March 31, 2026.

  3. Notice of Partial Amendments to the Repurchase of Own Shares (Expansion of Repurchase Limit).

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.

/s/ Yasuaki Mikami
Yasuaki Mikami
Member of the Board of Directors Senior Managing Executive Officer Responsible for Corporate Function Unit Responsible for Work Style Reform Project ORIX Corporation

Consolidated Financial Results

April 1, 2025 - September 30, 2025

November 12, 2025

In preparing its consolidated financial information, ORIX Corporation (the “Company”) and its subsidiaries have complied with generally accepted accounting principles in the United States of America.

This document may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on the Company’s current expectations and are subject to uncertainties and risks that could cause actual results to 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 most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission.

The Company believes that it may have been a “passive foreign investment company” for U.S. federal income tax purposes in the year to which these consolidated financial results relate by reason of the composition of its assets and the nature of its income. In addition, the Company may be a PFIC for the foreseeable future. Assuming that the Company is a PFIC, a U.S. holder of the shares or American depositary shares of the Company will be subject to special rules generally intended to eliminate any benefits from the deferral of U.S. federal income tax that a holder could derive from investing in a foreign corporation that does not distribute all of its earnings on a current basis. Investors should consult their tax advisors with respect to such rules, which are summarized in the Company’s annual report.

For further information please contact:

Investor Relations and Sustainability Department

ORIX Corporation

World Trade Center Bldg., SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-Ku, Tokyo, 105-5135

JAPAN

Tel: +81-3-3435-3121 Fax: +81-3-3435-3154

E-mail: [email protected]

Consolidated Financial Results from April 1, 2025 to September 30, 2025

(U.S. GAAP Financial Information for ORIX Corporation and its Subsidiaries)

Corporate Name: ORIX Corporation
Listed Exchanges: Tokyo Stock Exchange (Securities No. 8591)
New York Stock Exchange (Trading Symbol: IX)
Head Office: Tokyo JAPAN
Tel: +81-3-3435-3121
(URL https://www.orix.co.jp/grp/en/ir/)

1. Performance Highlights as of and for the Six Months Ended September 30, 2025

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

September 30, 2025 1,564,497 11.5 % 242,878 23.3 % 391,482 52.3 % 271,096 48.2 %
September 30, 2024 1,403,633 3.2 % 196,972 20.0 % 256,991 39.3 % 182,946 42.8 %

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥488,394 million for the six months ended September 30, 2025 (year-on-year change was a 715.4% increase) and ¥59,896 million for the six months ended September 30, 2024 (year-on-year change was a 80.0% decrease)

September 30, 2025 240.42 239.91
September 30, 2024 159.42 159.15

*Note 1: Unless otherwise stated, all amounts shown herein are in millions of Japanese yen, except for per share and dividend amounts, which are in single yen.

(2) Performance Highlights - Financial Position (Unaudited)

September 30, 2025 17,604,283 4,521,858 4,441,677 25.2 %
March 31, 2025 16,866,251 4,171,783 4,089,782 24.2 %

*Note 2: “Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity.”

“Shareholders’ Equity Ratio” is the ratio of “Total ORIX Corporation Shareholders’ Equity” to “Total Assets.”

2. Dividends (Unaudited)

March 31, 2025 62.17 57.84 120.01
March 31, 2026 93.76
March 31, 2026 (Est.) 120.01

*Note 3: Revision from the previously announced dividend forecast: Yes

Regarding the interim dividend for the fiscal year ending March 31, 2026, we have decided the dividend per share of ¥93.76 by applying the dividend payout ratio of 39% to earnings per share for the six months ended September 30, 2025.

For the fiscal year ending March 31, 2026, the annual dividend will be the higher of either a payout ratio of 39% or ¥120.01 per share. The minimum dividend amount is shown in the above table. If the net income attributable to ORIX Corporation Shareholders for the fiscal year ending March 31, 2026 is ¥440 billion, as stated in the consolidated earnings forecast below, the annual dividend per share is expected to be ¥153.67.

3. Forecast for the Year Ending March 31, 2026 (Unaudited)

March 31, 2026 640,000 33.2 % 440,000 25.1 %

*Note 4: Although forward-looking statements in this document are based on information currently available to ORIX Corporation and are based on assumptions deemed reasonable by ORIX Corporation, actual financial results may differ materially due to various factors. Readers are urged not to place undue reliance on such forward-looking statements.

Factors causing a result that differs from forward-looking statements include, but are not limited to, those described under “Risk Factors” in our Form 20-F submitted to the U.S. Securities and Exchange Commission.

*Note 5: Revision from previously announced forecast for the year ending March 31, 2026: Yes

4. Other Information

(1) Significant Changes in Scope of Consolidation Yes ( )  No ( x )
Addition - None (        ) Exclusion - None (        )
(2) Adoption of Simplified Accounting Method Yes ( )  No ( x )
(3) Changes in Accounting Principles, Procedures and Disclosures
1. Changes due to adoptions of new accounting standards Yes ( )  No ( x )
2. Other than those above Yes ( )  No ( x )

(4) Number of Issued Shares (Ordinary Shares)

  1. The number of issued shares, including treasury stock, was 1,162,962,244 as of September 30, 2025, and 1,162,962,244 as of March 31, 2025.

  2. The number of treasury stock was 44,330,296 as of September 30, 2025, and 23,259,695 as of March 31, 2025.

  3. The average number of outstanding shares was 1,127,416,302 for the six months ended September 30, 2025, and 1,147,474,112 for the six months ended September 30, 2024.

The Company’s shares held through the Board Incentive Plan Trust (3,386,167 shares as of September 30, 2025, and 3,413,000 shares as of March 31, 2025) are not included in the number of treasury stock as of the end of the periods, but are included in the average number of shares outstanding as treasury stock that are deducted from the basis of the calculation of per share data.

  • These consolidated financial results from April 1, 2025, to September 30, 2025, are not subject to certified public accountant’s or audit firm’s interim review.

  • 1 -

1. Summary of Consolidated Financial Results

(1) Financial Highlights

Financial Results for the Six Months Ended September 30, 2025

Amount Percent (%)
Total Revenues (millions of yen) 1,403,633 1,564,497 160,864 11
Total Expenses (millions of yen) 1,206,661 1,321,619 114,958 10
Income before Income Taxes (millions of yen) 256,991 391,482 134,491 52
Net Income Attributable to ORIX Corporation Shareholders (millions of yen) 182,946 271,096 88,150 48
Earnings Per Share (Basic) (yen) 159.42 240.42 81.00 51
(Diluted) (yen) 159.15 239.91 80.76 51
ROE (Annualized) *1 (%) 9.3 12.7 3.4
ROA (Annualized) *2 (%) 2.24 3.15 0.91

*Note 1: ROE is the ratio of Net Income Attributable to ORIX Corporation Shareholders for the period to average ORIX Corporation Shareholders’ Equity.

*Note 2: ROA is calculated based on Net Income Attributable to ORIX Corporation Shareholders.

Overview of Business Performance (April 1, 2025 to September 30, 2025)

Total revenues for the six months ended September 30, 2025 increased 11% to ¥1,564,497 million compared to ¥1,403,633 million during the same period of the previous fiscal year primarily due to gains on investment securities and dividends, including the recognition of a gain of ¥11,840 million related to the transfer of shares of Greenko Energy Holdings, as well as increases in life insurance premiums, related investment income, and service income.

Total expenses increased 10% to ¥1,321,619 million compared to ¥1,206,661 million during the same period of the previous fiscal year primarily due to increases in life insurance costs and selling, general and administrative expenses, offset by decreases in other (income) and expenses.

Equity in net income of equity method investments increased by ¥21,890 million to ¥50,406 million compared to the same period of the previous fiscal year, and gains on sales of subsidiaries and equity method investments and liquidation losses, net increased by ¥66,695 million to ¥98,198 million compared to the same period of the previous fiscal year, mainly due to the recognition of a gain of ¥83,135 million from the transfer of shares of Greenko Energy Holdings.

Due to the above results, income before income taxes for the six months ended September 30, 2025 increased 52% to ¥391,482 million compared to ¥256,991 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 48% to ¥271,096 million compared to ¥182,946 million during the same period of the previous fiscal year.

  • 2 -

Segment Information

Total segment profits for the six months ended September 30, 2025 increased 42% to ¥409,382 million compared to the same period of the previous fiscal year.

Segment information for the six months ended September 30, 2025 is as follows:

Corporate Financial Services and Maintenance Leasing : Finance and fee business; leasing and rental of automobiles, electronic measuring instruments and ICT-related equipment

Amount (millions of yen) Percent (%)
Segment Profits 45,566 58,640 13,074 29
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,884,565 1,855,316 (29,249 ) (2 )

Segment profits increased 29% to ¥58,640 million compared to the same period of the previous fiscal year primarily due to increases in operating leases revenues, finance revenues, equity in net income (loss) of equity method investment, and gains on sales of subsidiaries and equity method investments.

Segment assets decreased 2% to ¥1,855,316 million compared to the end of the previous fiscal year primarily due to decreases in installment loans and loans to ORIX and its subsidiaries, partially offset by an increase in investment in operating leases.

Real Estate : Real estate development, rental and management; facility operations; real estate asset management

Amount (millions of yen) Percent (%)
Segment Profits 50,357 49,094 (1,263 ) (3 )
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,158,293 1,160,346 2,053 0

Segment profits decreased 3% to ¥49,094 million compared to the same period of the previous fiscal year primarily due to a decrease in operating leases revenues, and increases in selling, general and administrative expenses and costs of goods and real estate sold, partially offset by an increase in services income.

Segment assets totaled ¥1,160,346 million, remaining relatively unchanged compared to the end of the previous fiscal year primarily due to decreases in trade notes, accounts and other receivable and property under facility operations, partially offset by increases in equity method investments, inventories, and investment in operating leases.

  • 3 -

PE Investment and Concession : Private equity investment and concession

Amount (millions of yen) Percent (%)
Segment Profits 46,997 56,657 9,660 21
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,022,944 1,054,794 31,850 3

Segment profits increased 21% to ¥56,657 million compared to the same period of the previous fiscal year primarily due to increases in equity in net income (loss) of equity method investments and gains on sales of office facilities, partially offset by the absence of gains on sales of subsidiaries and equity method investments recorded in the first quarter of the previous fiscal year as a result of the sale of investees.

Segment assets increased 3% to ¥1,054,794 million compared to the end of the previous fiscal year primarily due to increases in equity method investments, property under facility operations, restricted cash, and goodwill, intangible assets acquired in business combinations, partially offset by a decrease in cash and cash equivalents.

Environment and Energy : Domestic and overseas renewable energy; electric power retailing; ESCO services; sales of solar panels; recycling and waste management

Amount (millions of yen) Percent (%)
Segment Profits 2,346 119,685 117,339
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,016,175 977,372 (38,803 ) (4 )

Segment profits increased by ¥117,339 million to ¥119,685 million compared to the same period of the previous fiscal year primarily due to increases in gains on sales of subsidiaries and equity method investments and gains on investment securities and dividends.

Segment assets decreased 4% to ¥977,372 million compared to the end of the previous fiscal year primarily due to decreases in equity method investments and goodwill, intangible assets acquired in business combinations, partially offset by increases in investment in securities and loans to ORIX and its subsidiaries.

  • 4 -

Insurance : Life insurance

Amount (millions of yen) Percent (%)
Segment Profits 40,857 50,856 9,999 24
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 3,009,234 3,140,645 131,411 4

Segment profits increased 24% to ¥50,856 million compared to the same period of the previous fiscal year primarily due to an increase in life insurance premiums and related investment income.

Segment assets increased 4% to ¥3,140,645 million compared to the end of the previous fiscal year primarily due to increases in reinsurance recoverables and investment in securities, partially offset by a decrease in cash and cash equivalents.

Banking and Credit : Banking and consumer finance

Amount (millions of yen) Percent (%)
Segment Profits 13,107 12,529 (578 ) (4 )
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 3,144,571 3,253,617 109,046 3

Segment profits decreased 4% to ¥12,529 million compared to the same period of the previous fiscal year primarily due to a decrease in gains on investment securities and dividends and an increase in selling, general and administrative expense, partially offset by an increase in finance revenues.

Segment assets increased 3% to ¥3,253,617 million compared to the end of the previous fiscal year primarily due to increases in installment loans and cash and cash equivalents, partially offset by a decrease in investment securities.

  • 5 -

Aircraft and Ships : Aircraft investment and management; ship-related finance and investment, maritime asset management and ship brokerage

Amount (millions of yen) Percent (%)
Segment Profits 32,011 21,952 (10,059 ) (31 )
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,231,973 1,256,054 24,081 2

Segment profits decreased 31% to ¥21,952 million compared to the same period of the previous fiscal year primarily due to an increase in costs of operating leases and a decrease in foreign exchange (gains) losses in the ship-related business, partially offset by an increase in operating leases revenues in the same business.

Segment assets increased 2% to ¥1,256,054 million compared to the end of the previous fiscal year primarily due to increases in investment in operating leases and net investment in leases in the aircraft business, partially offset by decreases in investment in operating leases and installment loans in the ship-related business.

ORIX USA : Finance, investment and asset management in the Americas

Amount (millions of yen) Percent (%)
Segment Profits 16,607 (1,803 ) (18,410 )
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,593,939 1,917,168 323,229 20

Segment profits decreased by ¥18,410 million to losses of ¥1,803 million compared to the same period of the previous fiscal year primarily due to a decrease in gains on sales of subsidiaries and equity method investments, and increases in provision for credit losses and selling, general and administrative expenses, partially offset by an increase in gains on investment securities and dividends.

Segment assets increased 20% to ¥1,917,168 million compared to the end of the previous fiscal year due to an increase in goodwill, intangible assets acquired in business combinations as a result of a new acquisition of a subsidiary in the second quarter of fiscal 2026, and increases in installment loans and trade notes, accounts and other receivables.

  • 6 -

ORIX Europe : Asset management of global equity and fixed income

Amount (millions of yen) Percent (%)
Segment Profits 20,797 22,079 1,282 6
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 669,306 719,789 50,483 8

Segment profits increased 6% to ¥22,079 million compared to the same period of the previous fiscal year primarily due to an increase in services income.

Segment assets increased 8% to ¥719,789 million compared to the end of the previous fiscal year primarily due to a general increase as a result of foreign exchange effects.

Asia and Australia : Finance and investment businesses in Asia and Australia

Amount (millions of yen) Percent (%)
Segment Profits 19,124 19,693 569 3
As of March 31, 2025 (millions of yen) As of September 30, 2025 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,725,627 1,741,117 15,490 1

Segment profits increased 3% to ¥19,693 million compared to the same period of the previous fiscal year primarily due to decreases in equity in net income (loss) of equity method investments and finance revenues in Greater China, partially offset by a decrease in credit loss expenses in Greater China, as well as increases in finance revenues and equity in net income (loss) of equity method investments in Asia-Pacific.

Segment assets increased 1% to ¥1,741,117 million compared to the end of the previous fiscal year primarily due to increases in investment in operating leases and net investment in leases as a result of foreign exchange effects in Asia-Pacific, partially offset by decreases in net investment in leases and installment loans in Greater China.

  • 7 -

(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

Amount Percent
Total Assets (millions of yen) 16,866,251 17,604,283 738,032 4
(Segment Assets) 16,456,627 17,076,218 619,591 4
Total Liabilities (millions of yen) 12,691,036 13,034,239 343,203 3
(Short-term and Long-term Debt) 6,282,798 6,521,348 238,550 4
(Deposits) 2,449,812 2,628,153 178,341 7
Shareholders’ Equity *1 (millions of yen) 4,089,782 4,441,677 351,895 9
Shareholders’ Equity Per Share *2 (yen) 3,599.24 3,982.69 383.45 11

*Note 1: “Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity” based on U.S. GAAP.

*Note 2: “Shareholders’ Equity Per Share” is calculated using “Total ORIX Corporation Shareholders’ Equity”.

Total assets increased 4% to ¥17,604,283 million compared to the end of the previous fiscal year primarily due to increases in investment in securities, installment loans, investment in operating leases and other assets (mainly goodwill, intangible assets acquired in business combinations and reinsurance recoverable), primarily offset by decreases in equity method investments. In addition, segment assets increased 4% to ¥17,076,218 million compared to the end of the previous fiscal year.

Total liabilities increased 3% to ¥13,034,239 million compared to the end of the previous fiscal year primarily due to increases in long-term debt and deposits, primarily offset by decreases in policy liabilities and policy account balances and trade notes, accounts and other payable.

Shareholders’ equity increased 9% to ¥4,441,677 million compared to the end of the previous fiscal year.

  • 8 -

2. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets — Cash and Cash Equivalents 1,206,573 1,275,912
Restricted Cash 115,410 119,811
Net Investment in Leases 1,167,380 1,200,669
Installment Loans 4,081,019 4,208,241
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2025 ¥97,694 million
September 30, 2025 ¥85,724 million
Allowance for Credit Losses (56,769 ) (58,990 )
Investment in Operating Leases 1,967,178 2,086,405
Investment in Securities 3,234,547 3,393,331
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2025 ¥41,018 million
September 30, 2025 ¥41,499 million
The amounts which are associated to available-for-sale debt securities are as follows:
March 31, 2025
Amortized Cost ¥3,174,036 million
Allowance for Credit Losses ¥(670) million
September 30, 2025
Amortized Cost ¥3,394,683 million
Allowance for Credit Losses ¥(771) million
Property under Facility Operations 771,851 767,159
Equity method investments 1,320,015 1,240,679
Trade Notes, Accounts and Other Receivable 411,012 413,144
Inventories 229,229 240,377
Office Facilities 191,957 192,910
Other Assets 2,226,849 2,524,635
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2025 ¥2,586 million
September 30, 2025 ¥1,515 million
Total Assets 16,866,251 17,604,283
Liabilities and Equity
Short-term Debt 549,680 609,876
Deposits 2,449,812 2,628,153
Trade Notes, Accounts and Other Payable 339,787 317,205
Policy Liabilities and Policy Account Balances 1,948,047 1,724,828
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2025 ¥136,257 million
September 30, 2025 ¥142,700 million
Current and Deferred Income Taxes 578,781 675,172
Long-term Debt 5,733,118 5,911,472
Other Liabilities 1,091,811 1,167,533
Total Liabilities 12,691,036 13,034,239
Redeemable Noncontrolling Interests 3,432 48,186
Commitments and Contingent Liabilities
Common Stock 221,111 221,111
Additional Paid-in Capital 234,193 235,206
Retained Earnings 3,354,911 3,560,087
Accumulated Other Comprehensive Income 341,298 558,624
Treasury Stock, at Cost (61,731 ) (133,351 )
Total ORIX Corporation Shareholders’ Equity 4,089,782 4,441,677
Noncontrolling Interests 82,001 80,181
Total Equity 4,171,783 4,521,858
Total Liabilities and Equity 16,866,251 17,604,283
  • 9 -

Note : Breakdown of Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities (403,914 ) (491,973 )
Impact of changes in policy liability discount rate 416,124 727,583
Debt valuation adjustments 49 237
Defined benefit pension plans 14,791 20,339
Foreign currency translation adjustments 304,657 299,909
Net unrealized gains on derivative instruments 9,591 2,529
Total 341,298 558,624
  • 10 -

(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

Revenues :
Finance revenues 164,734 177,350
Gains on investment securities and dividends 6,550 37,697
Operating leases 310,848 309,624
Life insurance premiums and related investment income 233,808 299,708
Sales of goods and real estate 190,874 206,964
Services income 496,819 533,154
Total Revenues 1,403,633 1,564,497
Expenses :
Interest expense 83,717 93,811
Costs of operating leases 192,799 201,850
Life insurance costs 166,863 220,628
Costs of goods and real estate sold 139,155 154,612
Services expense 290,952 305,228
Other (income) and expense 10,902 401
Selling, general and administrative expenses 314,225 332,954
Provision for credit losses 7,319 9,989
Write-downs of long-lived assets 506 1,397
Write-downs of securities 223 749
Total Expenses 1,206,661 1,321,619
Operating Income 196,972 242,878
Equity in Net Income of Equity method investments 28,516 50,406
Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net 31,503 98,198
Income before Income Taxes 256,991 391,482
Provision for Income Taxes 74,862 116,622
Net Income 182,129 274,860
Net Income (Loss) Attributable to the Noncontrolling Interests (973 ) 3,691
Net Income Attributable to the Redeemable Noncontrolling Interests 156 73
Net Income Attributable to ORIX Corporation Shareholders 182,946 271,096
  • 11 -

(3) Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Six months ended September 30, 2024 Six months ended September 30, 2025
Net Income : 182,129 274,860
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities (54,756 ) (88,065 )
Impact of changes in policy liability discount rate 2,741 311,459
Net change of debt valuation adjustments (75 ) 188
Net change of defined benefit pension plans (526 ) 5,545
Net change of foreign currency translation adjustments (63,533 ) (4,988 )
Net change of unrealized gains (losses) on derivative instruments (8,229 ) (7,093 )
Total other comprehensive income (loss) (124,378 ) 217,046
Comprehensive Income 57,751 491,906
Comprehensive Income (Loss) Attributable to the Noncontrolling Interests (2,132 ) 3,043
Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling
Interests (13 ) 469
Comprehensive Income Attributable to ORIX Corporation Shareholders 59,896 488,394

(4) Assumptions for Going Concern

There is no corresponding item.

(5) Significant Changes in Shareholders’ Equity

There is no corresponding item.

(6) Changes in Accounting Policies

There are no changes in accounting policies.

  • 12 -

(7) Segment Information (Unaudited)

The Group CEO, as the Chief Operating Decision Maker (“CODM”), regularly assesses segment performance and allocates management resources by using the amount equivalent to income before income taxes attributable to ORIX Corporation Shareholders of each business segment.

An overview of the operations for each of the ten operating segments follows below.

Corporate Financial Services and Maintenance Leasing : Finance and fee business; leasing and rental of automobiles, electronic measuring instruments and ICT-related equipment
Real Estate : Real estate development, rental and management; facility operations; real estate asset management
PE Investment and Concession : Private equity investment and concession
Environment and Energy : Domestic and overseas renewable energy; electric power retailing; ESCO services; sales of solar panels; recycling and waste
management
Insurance : Life insurance
Banking and Credit : Banking and consumer finance
Aircraft and Ships : Aircraft investment and management; ship-related finance and investment, maritime asset management and ship
brokerage
ORIX USA : Finance, investment and asset management in the Americas
ORIX Europe : Asset management of global equity and fixed income
Asia and Australia : Finance and investment businesses in Asia and Australia

The accounting policies of the segments are almost the same as accounting policies for condensed consolidated financial statements except for the treatment of income tax expenses, net income attributable to noncontrolling interests, and net income attributable to redeemable noncontrolling interests. The chief operating decision maker evaluates segment performance based on the amount equivalent to income before income taxes attributable to ORIX Corporation shareholders. Therefore, net income attributable to noncontrolling interests, net income attributable to redeemable noncontrolling interests, and income tax expenses are not included in segment profit or loss. Most of selling, general and administrative expenses, including compensation costs that are directly related to the revenue generating activities of each segment and excluding the expenses that should be borne by ORIX Group as a whole, have been accumulated by and charged to each segment. Gains and losses that management does not consider for evaluating the performance of the segments, such as certain interest expenses and certain foreign exchange gains or losses (included in other (income) and expense) are excluded from the segment profits or losses, and are regarded as corporate items.

Assets attributed to each segment are total assets except for certain cash and head office assets.

  • 13 -

Segment information for the six months ended September 30, 2024 and six months ended September 30, 2025 is as follows:

Six months ended September 30, 2024
Corporate Financial Services and Maintenance Leasing Real Estate PE Investment and Concession Environment and Energy Insurance Banking and Credit Aircraft and Ships
Finance revenues 30,890 2,467 5,978 616 159 28,818 3,333
Gains on investment securities and dividends 1,460 845 586 (8 ) 0 65 139
Operating leases 139,859 37,842 20,605 39 0 0 41,900
Life insurance premiums and related investment income 0 0 0 0 235,014 0 0
Sales of goods and real estate 1,812 61,793 122,384 1,481 0 0 196
Services income 54,783 157,232 31,473 86,834 (1 ) 1,567 5,734
Total Segment Revenues 228,804 260,179 181,026 88,962 235,172 30,450 51,302
Interest expense 3,278 1,172 1,655 6,211 81 2,745 8,563
Costs of operating leases 98,878 11,941 13,072 9 0 0 17,581
Life insurance costs 0 0 0 0 166,834 0 0
Costs of goods and real estate sold 1,489 49,789 84,951 836 0 0 199
Services expense 29,522 125,059 21,928 65,705 0 4,433 2,151
Other (income) and expense 8,757 703 (449 ) 562 (140 ) 106 (2,543 )
Selling, general and administrative expenses 45,051 20,873 43,194 10,828 27,539 10,635 5,004
Provision for credit losses, and write-downs of long-lived assets and securities 1,060 60 93 238 1 308 (0 )
Total Segment Expenses 188,035 209,597 164,444 84,389 194,315 18,227 30,955
Equity in Net income (Loss) of equity method investments and others 4,797 (225 ) 30,415 (2,227 ) (0 ) 884 11,664
Segment Profits 45,566 50,357 46,997 2,346 40,857 13,107 32,011
Significant non-cash items:
Depreciation and amortization 77,763 9,494 12,910 16,713 14,842 326 13,728
Increase in policy liabilities and policy account balances 0 0 0 0 41,053 0 0
Expenditures for long-lived assets 100,876 40,706 7,941 21,293 77 0 174,188
Millions of yen
Six months ended September 30, 2024
ORIX USA ORIX Europe Asia and Australia Total
Finance revenues 53,163 1,990 37,885 165,299
Gains on investment securities and dividends (280 ) 3,821 (47 ) 6,581
Operating leases 292 0 67,510 308,047
Life insurance premiums and related investment income 0 0 0 235,014
Sales of goods and real estate 235 0 246 188,147
Services income 22,255 120,866 12,016 492,759
Total Segment Revenues 75,665 126,677 117,610 1,395,847
Interest expense 22,225 373 20,972 67,275
Costs of operating leases 649 0 48,902 191,032
Life insurance costs 0 0 0 166,834
Costs of goods and real estate sold 151 0 229 137,644
Services expense 854 32,629 7,599 289,880
Other (income) and expense (2,284 ) 4,609 (621 ) 8,700
Selling, general and administrative expenses 45,360 69,026 21,782 299,292
Provision for credit losses, and write-downs of long-lived assets and securities 1,617 115 4,555 8,047
Total Segment Expenses 68,572 106,752 103,418 1,168,704
Equity in Net income (Loss) of equity method investments and others 9,514 872 4,932 60,626
Segment Profits 16,607 20,797 19,124 287,769
Significant non-cash items:
Depreciation and amortization 1,736 3,202 47,103 197,817
Increase in policy liabilities and policy account balances 0 0 0 41,053
Expenditures for long-lived assets 878 480 86,152 432,591
  • 14 -
Six months ended September 30, 2025
Corporate Financial Services and Maintenance Leasing Real Estate PE Investment and Concession Environment and Energy Insurance Banking and Credit Aircraft and Ships
Finance revenues 35,585 2,439 6,433 3,772 72 39,642 2,020
Gains on investment securities and dividends 2,398 1,103 475 20,092 0 (3,976 ) 251
Operating leases 150,390 25,700 17,492 48 0 0 44,048
Life insurance premiums and related investment income 0 0 0 0 300,947 0 0
Sales of goods and real estate 2,020 64,965 134,971 1,534 0 0 553
Services income 54,211 179,647 38,124 89,295 0 1,237 9,064
Total Segment Revenues 244,604 273,854 197,495 114,741 301,019 36,903 55,936
Interest expense 5,666 2,566 2,436 6,946 259 8,790 10,189
Costs of operating leases 103,609 12,224 11,359 9 0 0 23,031
Life insurance costs 0 0 0 0 221,076 0 0
Costs of goods and real estate sold 1,631 54,982 94,912 1,022 0 0 420
Services expense 29,578 133,414 25,863 65,685 0 4,289 3,857
Other (income) and expense 10,190 (3,014 ) (4,027 ) (5,249 ) (3 ) 13 1,282
Selling, general and administrative expenses 44,986 22,995 44,318 12,875 28,857 11,961 6,657
Provision for credit losses, and write-downs of long-lived assets and securities 609 138 936 335 (26 ) 207 (1 )
Total Segment Expenses 196,269 223,305 175,797 81,623 250,163 25,260 45,435
Equity in Net income (Loss) of equity method investments and others 10,305 (1,455 ) 34,959 86,567 (0 ) 886 11,451
Segment Profits 58,640 49,094 56,657 119,685 50,856 12,529 21,952
Significant non-cash items:
Depreciation and amortization 82,359 9,409 10,476 15,972 12,195 (100 ) 16,487
Increase in policy liabilities and policy account balances 0 0 0 0 196,700 0 0
Expenditures for long-lived assets 121,442 25,671 8,878 21,758 102 65 121,490
Millions of yen
Six months ended September 30, 2025
ORIX USA ORIX Europe Asia and Australia Total
Finance revenues 51,219 1,518 35,309 178,009
Gains on investment securities and dividends 7,801 9,437 167 37,748
Operating leases 1,038 0 67,820 306,536
Life insurance premiums and related investment income 0 0 0 300,947
Sales of goods and real estate 575 0 219 204,837
Services income 24,039 122,930 11,168 529,715
Total Segment Revenues 84,672 133,885 114,683 1,557,792
Interest expense 24,980 265 18,916 81,013
Costs of operating leases 1,297 0 48,393 199,922
Life insurance costs 0 0 0 221,076
Costs of goods and real estate sold 267 0 198 153,432
Services expense 867 33,764 7,235 304,552
Other (income) and expense (395 ) 3,429 (325 ) 1,901
Selling, general and administrative expenses 49,684 74,172 22,405 318,910
Provision for credit losses, and write-downs of long-lived assets and securities 6,911 148 2,877 12,134
Total Segment Expenses 83,611 111,778 99,699 1,292,940
Equity in Net income (Loss) of equity method investments and others (2,864 ) (28 ) 4,709 144,530
Segment Profits (1,803 ) 22,079 19,693 409,382
Significant non-cash items:
Depreciation and amortization 717 3,365 46,718 197,598
Increase in policy liabilities and policy account balances 0 0 0 196,700
Expenditures for long-lived assets 1,796 303 89,653 391,158
  • 15 -

Segment information as of March 31, 2025 and September 30, 2025 is as follows:

As of March 31, 2025
Corporate Financial Services and Maintenance Leasing Real Estate PE Investment and Concession Environment and Energy Insurance Banking and Credit Aircraft and Ships
Net investment in leases 569,380 45,810 1,640 2,092 0 0 0
Installment loans 424,370 30 124,411 3,609 12,805 2,511,736 36,119
Investment in operating leases 557,625 311,377 46,796 237 26,167 0 599,813
Investment in securities 29,690 6,209 6,117 32,032 2,234,453 305,441 9,387
Property under facility operations and servicing assets 43,857 175,153 53,832 487,241 0 0 28
Inventories 433 182,652 41,021 2,551 0 0 1,588
Advances for finance lease and operating lease 6,177 78,044 3 0 0 0 27,816
Equity method investments 16,375 177,956 148,274 170,946 35,865 43,934 402,567
Advances for property under facility operations 143 7,401 728 70,081 0 0 0
Goodwill, intangible assets acquired in business combinations 25,268 50,801 331,003 120,743 4,452 0 43,024
Other assets * 211,247 122,860 269,119 126,643 695,492 283,460 111,631
Segment Assets 1,884,565 1,158,293 1,022,944 1,016,175 3,009,234 3,144,571 1,231,973
Millions of yen
As of March 31, 2025
ORIX USA ORIX Europe Asia and Australia Total
Net investment in leases 451 0 547,966 1,167,339
Installment loans 652,805 0 315,128 4,081,013
Investment in operating leases 21,260 0 394,764 1,958,039
Investment in securities 487,022 86,008 37,768 3,234,127
Property under facility operations and servicing assets 76,469 0 1,844 838,424
Inventories 137 0 615 228,997
Advances for finance lease and operating lease 0 0 4,833 116,873
Equity method investments 54,817 8,578 260,395 1,319,707
Advances for property under facility operations 0 0 51 78,404
Goodwill, intangible assets acquired in business combinations 171,884 354,801 6,986 1,108,962
Other assets * 129,094 219,919 155,277 2,324,742
Segment Assets 1,593,939 669,306 1,725,627 16,456,627
  • Other assets include cash and cash equivalents, restricted cash, allowance for credit losses, trade notes, accounts and other receivables, office facilities, loans to ORIX and its subsidiaries, and reinsurance recoverables.

  • 16 -

As of September 30, 2025
Corporate Financial Services and Maintenance Leasing Real Estate PE Investment and Concession Environment and Energy Insurance Banking and Credit Aircraft and Ships
Net investment in leases 569,392 42,489 1,375 1,838 0 0 11,768
Installment loans 397,929 21 129,094 4,884 13,849 2,631,885 25,993
Investment in operating leases 583,204 329,729 46,504 229 26,050 0 626,577
Investment in securities 32,341 10,042 6,371 148,462 2,296,469 255,716 4,506
Property under facility operations and servicing assets 43,219 158,463 66,860 487,081 0 0 26
Inventories 643 192,716 41,897 2,330 0 0 1,842
Advances for finance lease and operating lease 5,242 66,865 39 0 0 0 34,820
Equity method investments 8,338 206,442 190,703 10,365 40,348 43,840 402,807
Advances for property under facility operations 19 7,578 3,383 74,608 0 0 0
Goodwill, intangible assets acquired in business combinations 24,774 49,752 337,643 112,496 4,452 0 50,960
Other assets * 190,215 96,249 230,925 135,079 759,477 322,176 96,755
Segment Assets 1,855,316 1,160,346 1,054,794 977,372 3,140,645 3,253,617 1,256,054
Millions of yen
As of September 30, 2025
ORIX USA ORIX Europe Asia and Australia Total
Net investment in leases 428 0 573,261 1,200,551
Installment loans 721,213 0 283,373 4,208,241
Investment in operating leases 27,312 0 438,307 2,077,912
Investment in securities 508,690 95,095 35,054 3,392,746
Property under facility operations and servicing assets 75,660 0 2,033 833,342
Inventories 518 0 206 240,152
Advances for finance lease and operating lease 0 0 3,217 110,183
Equity method investments 79,389 8,517 249,690 1,240,439
Advances for property under facility operations 0 0 0 85,588
Goodwill, intangible assets acquired in business combinations 329,036 377,703 6,840 1,293,656
Other assets * 174,922 238,474 149,136 2,393,408
Segment Assets 1,917,168 719,789 1,741,117 17,076,218
  • Other assets include cash and cash equivalents, restricted cash, allowance for credit losses, trade notes, accounts and other receivables, office facilities, loans to ORIX and its subsidiaries, and reinsurance recoverables.

  • 17 -

The reconciliation of segment totals to the condensed consolidated financial statement amounts is as follows:

Six months ended September 30, 2024 Six months ended September 30, 2025
Segment revenues:
Total revenues for segments 1,395,847 1,557,792
Revenues related to corporate assets 34,620 43,292
Revenues from inter-segment transactions (26,834 ) (36,587 )
Total consolidated revenues 1,403,633 1,564,497
Segment profits:
Total profits for segments 287,769 409,382
Corporate profits (losses) (30,109 ) (21,949 )
Net income (loss) attributable to the noncontrolling interests and net income (loss) attributable
to the redeemable noncontrolling interests (669 ) 4,049
Total consolidated income before income taxes 256,991 391,482

(8) Subsequent Events

There are no material subsequent events.

  • 18 -

Announcement Regarding Interim Dividend and Revisions to Consolidated Earnings Forecast and Year-end Dividend Forecast for the Fiscal Year Ending March 31, 2026

TOKYO, Japan – November 12, 2025 – ORIX Corporation (“ORIX”) announced today that its Board of Directors passed a resolution approving the interim dividend, the record date of which is September 30, 2025.In addition, ORIX has revised its consolidated earnings forecast and year-end dividend forecast for the fiscal year ending March 31, 2026, which were previously announced on May 12, 2025, as below.

1. Interim Dividend Detail for the Fiscal Year Ending March 31, 2026

Regarding the interim dividend for the fiscal year ending March 31, 2026, we have decided a dividend per share of 93.76 yen based on the dividend policy announced on May 12, 2025.

Determined Items Previously Announced Dividend Forecast Interim Dividend Paid for the Fiscal Year Ended March 31, 2025
Record Date September 30, 2025 September 30, 2025 September 30, 2024
Dividend Per Share 93.76 yen *1 60.00 yen *2 62.17 yen
Total Dividend Amount 104,883million yen 71,185million yen
Effective Date December 9, 2025 December 9, 2024
Source of Dividend Retained earnings Retained earnings

*1 The dividend payout ratio of 39% is applied to earnings per share for the six months ended September 30, 2025.

*2 For the fiscal year ending March 31, 2026, the annual dividend is at the higher of either payout ratio of 39% or 120.01 yen per share. The above table shows the interim dividend of 60.00 yen per share, which is 50% of the minimum annual dividend per share of 120.01 yen.

2. Revision of Consolidated Earnings Forecast

(1) Details of Revision

Revision of Consolidated Earnings Forecast for the fiscal year ending March 31, 2026 (April 1, 2025 - March 31, 2026)

(Unit: Millions of yen)

Previous Forecast (A) Income before Income Taxes — — 380,000
Revised Forecast (B) 640,000 440,000
Difference (B-A) 60,000
Difference (%) 16 %
(For Reference) Results for the previous fiscal year (ended March 31, 2025) 480,463 351,630
Year-on-Year Change 33% 25 %

(2) Reasons for the Revision

This revision reflects the strong performance of the consolidated financial results for the six months ended September 30, 2025, as well as the expectation that each business segment will continue to perform steadily in and after the third quarter.

3. Revision of Year-end Dividend Forecast

The year-end dividend for the fiscal year ending March 31, 2026 is forecasted as “—”.

Dividend Per Share — Interim (restated) Fiscal Year-End Total
Previously Announced Dividend Forecast 60.00 yen 60.01 yen 120.01 yen
Dividend (Actual and Forecast) for the Fiscal Year Ending March 31, 2026 93.76 yen 120.01 yen *3

*3 For the fiscal year ending March 31, 2026, the annual dividend will be the higher of either a payout ratio of 39% or ¥120.01 per share. The minimum dividend amount is shown in the above table. If the net income attributable to ORIX Corporation Shareholders for the fiscal year ending March 31, 2026 is ¥ 440 billion, as stated in the section “2. Revision of Consolidated Earnings Forecast”, the annual dividend per share is expected to be ¥153.67.

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 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.

Notice of Partial Amendments to the Repurchase of Own Shares (Expansion of Repurchase Limit)

TOKYO, Japan – November 12, 2025 – ORIX Corporation (“ORIX”) announced today that its Board of Directors resolved, for the purpose of enhancing capital efficiency and shareholder returns, to partially amend certain matters concerning the repurchase of its own shares under Article 156, Paragraph 1 of the Companies Act, which were authorized at the meeting of the Board of Directors held on May 12, 2025, pursuant to Article 34 of its Articles of Incorporation under Article 459, Paragraph 1 of the Companies Act.

1. Reason for Changes

To enhance capital efficiency and further expand shareholder returns through the agile capital policy execution.

2. Details of Amendments Relating to the Repurchase

(Changes are Underlined)

Before Change (Board of Directors resolution on May 12, 2025) After Change (Board of Directors resolution on November 12, 2025)
(1) Class of shares to be repurchased Common shares Common shares
(2) Total number of shares to be repurchased Up to 40 million shares (approx. 3.5% of the total outstanding shares (excluding treasury shares)) Up to 60 million shares (approx. 5.4% of the total outstanding shares (excluding treasury shares))
(3) Total purchase price of shares to be repurchased Up to 100 billion yen Up to 150 billion yen ( Additional 50 billion yen )
(4) Repurchase Period From May 19, 2025 to March 31, 2026 From May 19, 2025 to March 31, 2026
(5) Method of share repurchase Market purchases based on the discretionary dealing contract regarding repurchase of own shares Market purchases based on the discretionary dealing contract regarding repurchase of own shares

(Reference)

  1. Cumulative number of shares repurchased based on the above resolution at the Board of Directors Meeting (as of October 31, 2025)

(1) Total number of shares repurchased 22,739,700 shares

(2) Total purchase price of shares repurchased JPY 78,031,748,500

  1. Status of Treasury Shares as of October 31, 2025

Total outstanding shares (excluding treasury shares): 1,116,950,988 shares

Treasury shares: 46,011,256 shares*

  • The Company’s shares held through the Board Incentive Plan Trust (3,386,167 shares) are not included in the number of treasury shares.

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 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

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