ORXCF Orix Corp (PK)

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 February 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

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.

Consolidated Financial Results

April 1, 2024 – December 31, 2024

February 10, 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: orix_corpcomm@orix.jp

Consolidated Financial Results from April 1, 2024 to December 31, 2024

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

1. Performance Highlights as of and for the Nine Months Ended December 31, 2024

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥332,813 million for the nine months ended December 31, 2024 (year-on-year change was a 0.1% decrease) and ¥333,131 million for the nine months ended December 31, 2023 (year-on-year change was a 3.6% increase)

(2) Performance Highlights - Financial Position (Unaudited)

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

2. Dividends (Unaudited)

Regarding the interim dividend for the fiscal year ending March 31, 2025, we have decided the dividend per share of ¥62.17 by applying the dividend payout ratio of 39% to earnings per share for the six months ended September 30, 2024.

For the fiscal year ending March 31, 2025, the annual dividend is at the higher of either payout ratio of 39% or ¥98.60 per share and the minimum dividend has been stated in the above table.

The annual dividend will be determined in accordance with the progress to the consolidated earnings forecast which is net income attributable to ORIX Corporation Shareholders of ¥390 billion. We will promptly announce the forecast for the annual dividend as soon as it is updated.

3. Forecast for the Year Ending March 31, 2025 (Unaudited)

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.

4. Other Information

(4) Number of Issued Shares (Ordinary Shares)

1. The number of issued shares, including treasury stock, was 1,214,961,054 as of December 31, 2024, and 1,214,961,054 as of March 31, 2024.

2. The number of treasury stock was 75,258,068 as of December 31, 2024, and 60,748,162 as of March 31, 2024.

3. The average number of outstanding shares was 1,144,429,487 for the nine months ended December 31, 2024, and 1,161,753,483 for the nine months ended December 31, 2023.

The Company’s shares held through the Board Incentive Plan Trust (3,535,096 shares as of December 31, 2024, and 2,727,686 shares as of March 31, 2024) 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, 2024 to December 31, 2024 are not subject to certified public accountant’s or audit firm’s quarterly review.

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1. Summary of Consolidated Financial Results

(1) Financial Highlights

Financial Results for the Nine Months Ended December 31, 2024

Overview of Business Performance (April 1, 2024 to December 31, 2024)

Total revenues for the nine months ended December 31, 2024 increased 5% to ¥2,154,484 million compared to ¥2,043,756 million during the same period of the previous fiscal year primarily due to increases in operating leases revenues and services income, partially offset by decreases in finance revenues.

Total expenses increased 5% to ¥1,863,760 million compared to ¥1,777,749 million during the same period of the previous fiscal year primarily due to increases in costs of operating leases, services expense, other expense and selling, general and administrative expenses, partially offset by decreases in interest expense.

Equity in net income of equity method investments increased by ¥15,945 million to ¥48,367 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 ¥32,708 million to ¥44,286 million compared to the same period of the previous fiscal year.

Due to the above results, income before income taxes for the nine months ended December 31, 2024 increased 24% to ¥383,377 million compared to ¥310,007 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 24% to ¥271,777 million compared to ¥219,205 million during the same period of the previous fiscal year.

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Segment Information

Total segment profits for the nine months ended December 31, 2024 increased 16% to ¥427,515 million compared to the same period of the previous fiscal year.

The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, segment data for the nine months ended December 31, 2023 have been retrospectively reclassified.

Since April 1, 2024, the interest expense allocation method for each segment was changed to include a part of interest expenses in corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for the nine months ended December 31, 2023 have been retrospectively reclassified.

Since April 1, 2024, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts and other receivable, and others. As a result, segment data as of the end of fiscal 2024 have been retrospectively reclassified.

Segment information for the nine months ended December 31, 2024 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

Segment profits increased 9% to ¥66,214 million compared to the same period of the previous fiscal year due to primarily increases in operating leases revenues and gains on sales of subsidiaries and equity method investments.

Segment assets increased 4% to ¥1,840,241 million compared to the end of the previous fiscal year primarily due to increases in installment loans and investment in operating leases.

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

Segment profits increased 184% to ¥66,181 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 subsidiaries and equity method investments resulting from the sale of investees.

Segment assets decreased 8% to ¥981,845 million compared to the end of the previous fiscal year primarily due to decreases in cash and cash equivalents and investment in securities.

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

Segment profits increased 14% to ¥61,735 million compared to the same period of the previous fiscal year primarily due to an increase in life insurance premiums and related investment income, partially offset by an increase in life insurance costs.

Segment assets increased 3% to ¥3,005,315 million compared to the end of the previous fiscal year primarily due to an increase in investment in securities.

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Banking and Credit: Banking; consumer finance

Segment profits increased 54% to ¥44,598 million compared to the same period of the previous fiscal year primarily due to an increase in operating leases revenues as a result of a new acquisition of a subsidiary in the fourth quarter of fiscal 2024.

Segment assets increased 13% to ¥1,325,638 million compared to the end of the previous fiscal year primarily due to an increase in investment in operating leases and a general increase in resulting from foreign exchange effects.

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

Segment profits increased 25% to ¥38,141 million compared to the same period of the previous fiscal year primarily due to an increase in services income, partially offset by an increase in selling, general and administrative expenses.

Segment assets increased 8% to ¥715,603 million compared to the end of the previous fiscal year primarily due to increases in cash and cash equivalents and investment in securities.

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

Segment profits decreased 7% to ¥27,904 million compared to the same period of the previous fiscal year primarily due to decreases in finance revenues and equity in net income (loss) of equity method investments and an increase in provision for credit losses in Greater China.

Segment assets increased 2% to ¥1,747,909 million compared to the end of the previous fiscal year primarily due to an increase in net investment in leases and a general increase in resulting from foreign exchange effects, partially offset by a decrease in installment loans.

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(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

Total assets increased 4% to ¥16,917,024 million compared to the end of the previous fiscal year primarily due to increases in cash and cash equivalents, installment loans, investment in operating leases and investment in securities. In addition, segment assets increased 3% to ¥16,478,506 million compared to the end of the previous fiscal year.

Total liabilities increased 4% to ¥12,743,540 million compared to the end of the previous fiscal year primarily due to increases in short-term debt, deposits and long-term debt, partially offset by a decrease in trade notes, accounts and other payable.

Shareholders’ equity increased 4% to ¥4,086,346 million compared to the end of the previous fiscal year.

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2. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

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(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

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

(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

(Adoption of New Accounting Standards)

In March 2023, Accounting Standards Update 2023-02 (“Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method”) was issued as the amendments to ASC 323 (“Investments—Equity Method and Joint Ventures”). This update expands the investments eligible to elect to apply the proportional amortization method to tax equity investments in similar tax credit programs other than the low-income housing tax credit (LIHTC). This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company and its subsidiaries adopted this update on April 1, 2024, on a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings as of the fiscal year of adoption. The effects of adopting this update on the Company and its subsidiaries’ financial position at the adoption date were a decrease of ¥157 million in other assets and a decrease of ¥157 million in retained earnings in the consolidated balance sheets.

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(7) Segment Information (Unaudited)

The financial information about the operating segments reported below is that which is available for each segment and evaluated regularly by the chief operating decision maker in charge of resource allocation and performance assessment.

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

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 the performance of the segments based on the amount equivalent to income before income taxes, net income attributable to noncontrolling interests and net income attributable to redeemable noncontrolling interests before the applicable tax effects. Income taxes are not included in segment profits or losses because management evaluates segments’ performance on a pre-tax basis. 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 write-downs of certain long-lived assets 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.

The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, segment data for the nine months ended December 31, 2023 have been retrospectively reclassified.

Since April 1, 2024, the interest expense allocation method for each segment was changed to include a part of interest expenses in corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for the nine months ended December 31, 2023 have been retrospectively reclassified.

Since April 1, 2024, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts and other receivable, and others. As a result, segment data as of the end of fiscal 2024 have been retrospectively reclassified.

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Segment information for the nine months ended December 31, 2023 and nine months ended December 31, 2024 is as follows:

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