6-K 1 d128761d6k.htm FORM 6-K Form 6-K
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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 August 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 ☐


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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.

ORIX Corporation

Date: August 6, 2026

By

/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


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Consolidated Financial Results

April 1, 2026 – June 30, 2026

August 6, 2026

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 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]


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Consolidated Financial Results from April 1, 2026 to June 30, 2026

(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 Three Months Ended June 30, 2026

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

Total
Revenues *2
Year-on-Year
Change
Operating
Income *2
Year-on-Year
Change
Income from
Continuing
Operations before
Income Taxes *2
Year-on-Year
Change
Net Income
Attributable to
ORIX Corporation
Shareholders
Year-on-Year
Change

June 30, 2026

876,628 17.4 % 133,919 11.7 % 406,150 178.8 % 280,832 161.8 %

June 30, 2025

746,973 7.7 % 119,918 49.6 % 145,666 27.8 % 107,288 23.7 %
*Note 1:

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥335,588 million for the three months ended June 30, 2026 (year-on-year change was a 132.3% increase) and ¥144,448 million for the three months ended June 30, 2025 (year-on-year change was a 30.3% decrease).

*Note 2:

As a result of the decision to sell the shares of ORIX Bank Corporation, a consolidated subsidiary of the Company (hereinafter, the “Target”), in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations, the business of the Target has been classified as held for sale and a discontinued operation. Accordingly, total revenues, operating income and income before income taxes for the three months ended June 30, 2026 are presented on a continuing operations basis, excluding the results of the business of the Target, which has been separately presented as discontinued operations. The corresponding amounts for the three months ended June 30, 2025 have also been retrospectively reclassified to conform to the current-period presentation. For further information on the discontinued operations, see 2. Financial Information (8) Discontinued Operations Information (Unaudited).

Basic
Earnings Per Share
Diluted
Earnings Per Share

June 30, 2026

256.07 255.56

June 30, 2025

94.63 94.44
*Note 3:

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)

Total
Assets
Total
Equity
Shareholders’
Equity
Shareholders’
Equity Ratio

June 30, 2026

18,256,420 4,790,217 4,710,425 25.8 %

March 31, 2026

18,002,776 4,573,068 4,482,500 24.9 %
*Note 4:

“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)

First
Quarter-end
Second
Quarter-end
Third
Quarter-end
Year-end Total

March 31, 2026

—  93.76 —  62.34 156.10

March 31, 2027

— 

March 31, 2027 (Est.)

107.27 —  —  187.36
*Note 5:

Revision from previously announced dividend forecast: Yes

*Note 6:

For the fiscal year ending March 31, 2027, after-tax gains or losses arising from the sale and valuation of shares of Kioxia Holdings Corporation (Head office: Minato-ku, Tokyo; President and CEO: Hiroo Ota; “Kioxia”), recognized through TB Investment Limited Partnership, an equity-method affiliate of ORIX Corporation, in connection with transactions by Toshiba Corporation (Head Office: Kawasaki City, Kanagawa Prefecture; President and CEO: Taro Shimada; “Toshiba”), will be recognized in ORIX Corporation’s consolidated earnings. Although a substantial amount of such gains or losses is expected to be recognized in net income attributable to ORIX Corporation Shareholders for the six months ending September 30, 2026, such gains or losses are expected to fluctuate with future changes in Kioxia’s share price and therefore remain uncertain. In addition, ORIX Corporation will not directly receive cash inflows corresponding to such gains or losses.

Accordingly, at the Board of Directors meeting held on August 6, 2026, ORIX Corporation resolved to revise its dividend policy for the fiscal year ending March 31, 2027, such that the annual dividend will be the higher of either an amount calculated by applying 39% to adjusted EPS calculated based on adjusted net income attributable to ORIX Corporation Shareholders excluding such gains or losses stated above, or ¥156.10 per share. The forecasted dividend for the second quarter-end shown below assumes adjusted net income attributable to ORIX Corporation Shareholders of ¥300,000 million for the six months ending September 30, 2026, as set forth in the Forecast below. Dividends per share are calculated based on the number of issued shares excluding treasury shares and may fluctuate due to changes in the number of treasury shares resulting from share repurchases.

3. Forecast for the Year Ending March 31, 2027 (Unaudited)

Net Income
Attributable to
ORIX Corporation Shareholders
Year-on-Year
Change

Six Months Ending September 30, 2026

840,000 209.9 %

Fiscal Year Ending March 31, 2027

530,000 18.5 %
*Note 7:

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 8:

Revision from previously announced forecast for the year ending March 31, 2027: Yes

*Note 9:

Adjusted net income attributable to ORIX Corporation Shareholders for the six months ending September 30, 2026 is forecasted at ¥300,000 million, excluding the after-tax amount of gains on sales and valuation of Kioxia shares recognized through TB Investment Limited Partnership, an equity-method affiliate of ORIX Corporation, and recorded by Toshiba Corporation (the “Adjustment”).

The amount of the Adjustment for the fiscal year ending March 31, 2027 is expected to fluctuate due to future changes in Kioxia’s share price and other factors. As it is currently difficult to reasonably estimate such amount, adjusted net income attributable to ORIX Corporation Shareholders for the fiscal year ending March 31, 2027 has not been disclosed.

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 1,124,106,624 as of June 30, 2026, and 1,124,106,624 as of March 31, 2026.

2. The number of treasury stock was 28,838,843 as of June 30, 2026, and 22,484,702 as of March 31, 2026.

3. The average number of outstanding shares was 1,096,391,135 for the three months ended June 30, 2026, and 1,133,591,927 for the three months ended June 30, 2025.

The Company’s shares held through the Board Incentive Plan Trust (3,035,102 shares as of June 30, 2026 and 3,035,102 shares as of March 31, 2026) 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, 2026 to June 30, 2026 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 Three Months Ended June 30, 2026

Three months
ended
June 30, 2025
Three months
ended
June 30, 2026
Change
Amount Percent
(%)

Total Revenues *3

(millions of yen) 746,973 876,628 129,655 17

Total Expenses *3

(millions of yen) 627,055 742,709 115,654 18

Income from Continuing Operations before Income Taxes *3

(millions of yen) 145,666 406,150 260,484 179

Net Income Attributable to ORIX Corporation Shareholders

(millions of yen) 107,288 280,832 173,544 162

Earnings Per Share (Basic)

(yen) 94.63 256.07 161.44 171

                   (Diluted)

(yen) 94.44 255.56 161.12 171

ROE (Annualized) *1

(%) 10.4 24.4 14.0 — 

ROA (Annualized) *2

(%) 2.53 6.20 3.67 — 
*1

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

*2

ROA is calculated based on Net Income Attributable to ORIX Corporation Shareholders.

*3

As a result of the decision to sell the shares of ORIX Bank Corporation, a consolidated subsidiary of the Company (hereinafter, the “Target”), in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations, the business of the Target has been classified as held for sale and a discontinued operation. Accordingly, Total Revenues, Total Expenses and Income from Continuing Operations before Income Taxes for the three months ended June 30, 2026 are presented on a continuing operations basis, excluding the results of the business of the Target, which has been separately presented as discontinued operations. The corresponding amounts for the three months ended June 30, 2025 have also been retrospectively reclassified to conform to the current-period presentation. For further information on the discontinued operations, see 2. Financial Information (8) Discontinued Operations Information (Unaudited).

Overview of Business Performance (April 1, 2026 to June 30, 2026)

Total revenues for the three months ended June 30, 2026 (hereinafter, “the first consolidated period”) increased 17% to ¥876,628 million compared to ¥746,973 million during the same period of the previous fiscal year primarily due to increases in gains on investment securities and dividends, as well as life insurance premiums and related investment income.

Total expenses increased 18% to ¥742,709 million compared to ¥627,055 million during the same period of the previous fiscal year primarily due to increases in life insurance costs and selling, general and administrative expenses.

Equity in net income of equity method investments increased 970% to ¥207,918 million compared to the same period of the previous fiscal year, primarily due to increased equity in net income from a certain equity method investee, and gains on sales of subsidiaries and equity method investments and liquidation losses, net increased 920% to ¥64,313 million compared to the same period of the previous fiscal year.

Due to the above results, income from continuing operations before income taxes for the first consolidated period increased 179% to ¥406,150 million compared to ¥145,666 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation Shareholders, including net income from discontinued operations, increased 162% to ¥280,832 million compared to ¥107,288 million during the same period of the previous fiscal year.

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Segment Information

Total segment profits for the first consolidated period increased 173% to ¥424,088 million compared to the same period of the previous fiscal year.

Beginning with the current consolidated fiscal year, the Company has reorganized its reportable segments into Japan & APAC, Infrastructure, USA & Europe, and Insurance, reflecting changes in the segments used by the CODM for resource allocation and performance evaluation purposes. In connection with this change, segment information as of March 31, 2026 and for the three months ended June 30, 2025 presented below has been recast to conform to the current presentation.

On April 27, 2026, the Company decided to sell all shares in ORIX Bank Corporation (hereinafter, the “Target”), a consolidated subsidiary, to Daiwa Next Bank, Ltd. As a result of this decision, the operations of the Target, which had previously been reported as continuing operations, have been classified as discontinued operations in the current fiscal year in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations. Segment information presents amounts relating only to continuing operations and excludes the discontinued operations. Comparative segment information for the previous fiscal year has also been revised to reflect this change. For further details regarding discontinued operations, please refer to Note (8), “Discontinued Operations,” under “2. Quarterly Consolidated Financial Statements and Notes.”

Segment information for the fiscal year is as follows:

Japan & APAC: Financial services, fee-based businesses, and corporate investment

Three months ended
June 30, 2025
(millions of yen)
Three months ended
June 30, 2026
(millions of yen)
Change
Amount
  (millions of yen)  
  Percent  
(%)

Segment Profits

52,201 289,811 237,610 455
As of March 31, 2026
(millions of yen)
 As of June 30,
2026 

(millions of yen)
Change
Amount
(millions of yen)
Percent
(%)

Segment Assets

4,720,861 4,742,729 21,868 0

Segment profits increased 455% to ¥289,811 million compared to the same period of the previous fiscal year primarily due to an increase in equity in net income of equity method investments. This increase mainly reflected the recognition, through TB Investment Limited Partnership, an equity-method affiliate of the Company, of gains on the sale and valuation gains relating to shares of Kioxia Holdings Corporation recorded by Toshiba Corporation in the fourth quarter of the fiscal year ended March 31, 2026, as well as a gain on the sale of shares of SUGIKO GROUP HOLDINGS CO., LTD. (“SUGIKO”), a consolidated subsidiary, recognized in the first quarter of the current fiscal year.

Segment assets totaled ¥4,742,729 million, remaining relatively unchanged compared to the end of the previous fiscal year, as the decrease in various assets associated with the sale of SUGIKO was offset by an increase in equity method investments resulting from the recognition of equity in net income of equity method investments through TB Investment Limited Partnership.

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Infrastructure: Investment, development, operation, and asset management of real estate, aircraft, ships, and environmental & energy-related assets

Three months ended
June 30, 2025
(millions of yen)
Three months ended
June 30, 2026
(millions of yen)
Change
Amount
  (millions of yen)  
  Percent  
(%)

Segment Profits

68,407 43,317 (25,090 ) (37 )
As of March 31,
2026

(millions of yen)
 As of June 30,
2026 

(millions of yen)
Change
Amount
(millions of yen)
Percent
(%)

Segment Assets

3,575,072 3,567,338 (7,734 ) (0 )

Segment profits decreased 37% to ¥43,317 million compared to the same period of the previous fiscal year primarily due to the absence of a gain on the sale of Hotel Universal Port Vita that was recognized in the first quarter of the previous fiscal year.

Segment assets totaled ¥3,567,338 million, remaining relatively unchanged compared to the end of the previous fiscal year.

USA & Europe: Financial services, investments, asset management, and advisory services

Three months ended
June 30, 2025
(millions of yen)
Three months ended
June 30, 2026
(millions of yen)
Change
Amount
  (millions of yen)  
  Percent  
(%)

Segment Profits

10,594 63,000 52,406 495
As of March 31,
2026

(millions of yen)
As of June 30, 2026
(millions of yen)
Change
Amount
(millions of yen)
Percent
(%)

Segment Assets

2,741,031 2,856,699 115,668 4

Segment profits increased 495% to ¥63,000 million compared to the previous fiscal year primarily due to valuation gains recognized in ORIX USA’s private equity investment business.

Segment assets increased 4% to ¥2,856,699 million compared to the end of the previous fiscal year primarily due to an increase in installment loans at ORIX USA and the favorable impact of foreign exchange movements.

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Insurance: Life insurance

Three months ended
June 30, 2025
(millions of yen)
Three months ended
June 30, 2026
(millions of yen)
Change
Amount
  (millions of yen)  
  Percent  
(%)

Segment Profits

24,063 27,960 3,897 16
As of March 31,
2026

(millions of yen)
As of June 30, 2026
(millions of yen)
Change
Amount
(millions of yen)
Percent
(%)

Segment Assets

3,198,270 3,259,346 61,076 2

Segment profits increased 16% to ¥27,960 million compared to the previous fiscal year primarily due to an increase in life insurance premiums and related investment income.

Segment assets increased 2% to ¥3,259,346 million compared to the end of the previous fiscal year primarily due to increases in investment in securities and reinsurance recoverables.

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(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

As of March 31,
2026
As of June 30,
2026
Change
Amount Percent (%)

Total Assets

(millions of yen) 18,002,776 18,256,420 253,644 1

(Segment Assets) *3

14,235,234 14,426,112 190,878 1

Total Liabilities

(millions of yen) 13,378,965 13,413,847 34,882 0

(Short-term and Long-term Debt) *3

6,343,295 6,308,802 (34,493 ) (1 )

(Deposits) *3

2,330 2,448 118 5

Shareholders’ Equity *1

(millions of yen) 4,482,500 4,710,425 227,925 5

Shareholders’ Equity Per Share *2

(yen) 4,080.24 4,312.66 232.42 6
*1

Shareholders’ Equity refers to total ORIX Corporation Shareholders’ Equity based on U.S. GAAP.

*2

Shareholders’ Equity Per Share is calculated using total ORIX Corporation Shareholders’ Equity.

*3

As a result of the decision to sell the shares of ORIX Bank Corporation, a consolidated subsidiary of the Company (hereinafter, the “Target”), in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations, the business of the Target has been classified as held for sale and a discontinued operation. Accordingly, as a result of presenting the assets and liabilities related to the business of the Target separately as “Assets of Discontinued Operations Held for Sale” and “Liabilities of Discontinued Operations Held for Sale,” respectively, Segment Assets, Short-term and Long-term Debt and Deposits as of June 30, 2026 are presented on a continuing operations basis, excluding the balances of the discontinued operations. The corresponding balances as of March 31, 2026 have also been retrospectively reclassified to conform to the current-period presentation. For further information on the discontinued operations, see 2. Financial Information (8) Discontinued Operations Information (Unaudited).

Total assets increased 1% to ¥18,256,420 million compared to the end of the previous fiscal year primarily due to increases in equity method investments, assets of discontinued operations held for sale (mainly installment loans), and installment loans, partially offset by decreases in cash and cash equivalents and property under facility operations. In addition, segment assets increased 1% to ¥14,426,112 million compared to the end of the previous fiscal year.

Total liabilities were ¥13,413,847 million, relatively unchanged from the end of the previous fiscal year primarily due to increases in liabilities of discontinued operations held for sale (mainly deposits) and current and deferred income taxes, partially offset by decreases in long-term debt and other liabilities.

Shareholders’ equity increased 5% to ¥4,710,425 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)

Assets

As of March 31,
2026
As of June 30,
2026

Cash and Cash Equivalents

1,015,359 968,923

Restricted Cash

114,129 122,693

Net Investment in Leases

1,247,491 1,234,360

Installment Loans

1,488,263 1,534,403

The amounts which are measured at fair value by electing the fair value option are as follows:

March 31, 2026

¥78,020 million

June 30, 2026

¥92,664 million

Allowance for Credit Losses

(76,342 ) (67,284 )

Investment in Operating Leases

2,152,820 2,161,945

Investment in Securities

3,142,498 3,181,187

The amounts which are measured at fair value by electing the fair value option are as follows:

March 31, 2026

¥39,796 million

June 30, 2026

¥39,175 million

The amounts which are associated to available-for-sale debt securities are as follows:

March 31, 2026

Amortized Cost

¥3,230,567 million

Allowance for Credit Losses

¥(3,505) million

June 30, 2026

Amortized Cost

¥3,297,405 million

Allowance for Credit Losses

¥(3,358) million

Property under Facility Operations

779,075 746,746

Equity method investments

1,304,073 1,497,252

Trade Notes, Accounts and Other Receivable

495,080 466,570

Inventories

269,187 271,570

Office Facilities

189,279 176,686

Other Assets

2,686,462 2,699,340

The amounts which are measured at fair value by electing the fair value option are as follows:

March 31, 2026

¥1,163 million

June 30, 2026

¥578 million

Assets of Discontinued Operations Held for Sale

3,195,402 3,262,029

Total Assets

18,002,776 18,256,420

Liabilities and Equity

Short-term Debt

544,135 582,680

Deposits

2,330 2,448

Trade Notes, Accounts and Other Payable

354,995 325,684

Policy Liabilities and Policy Account Balances

1,943,710 1,984,095

The amounts which are measured at fair value by electing the fair value option are as follows:

March 31, 2026

¥138,027 million

June 30, 2026

¥155,186 million

Current and Deferred Income Taxes

684,072 730,499

Long-term Debt

5,799,160 5,726,122

Other Liabilities

1,107,475 1,055,648

Liabilities of Discontinued Operations Held for Sale

2,943,088 3,006,671

Total Liabilities

13,378,965 13,413,847

Redeemable Noncontrolling Interests

50,743 52,356

Commitments and Contingent Liabilities

Common Stock

221,111 221,111

Additional Paid-in Capital

235,239 235,898

Retained Earnings

3,502,509 3,714,666

Accumulated Other Comprehensive Income

605,110 659,866

Treasury Stock, at Cost

(81,469 ) (121,116 )

Total ORIX Corporation Shareholders’ Equity

4,482,500 4,710,425

Noncontrolling Interests

90,568 79,792

Total Equity

4,573,068 4,790,217

Total Liabilities and Equity

18,002,776 18,256,420

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Note 1:

Breakdown of Accumulated Other Comprehensive Income (Loss)

As of March 31,
2026
As of June 30,
2026

Accumulated Other Comprehensive Income (Loss)

Net unrealized gains (losses) on investment in securities

(618,351 ) (647,246 )

Impact of changes in policy liability discount rate

715,382 752,261

Debt valuation adjustments

242 235

Defined benefit pension plans

31,953 41,398

Foreign currency translation adjustments

469,262 498,988

Net unrealized gains on derivative instruments

6,622 14,230

Total

605,110 659,866
Note 2:

As a result of the decision to sell the shares of ORIX Bank Corporation, a consolidated subsidiary of the Company (hereinafter, the “Target”), in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations, the business of the Target has been classified as held for sale and a discontinued operation. Accordingly, the assets and liabilities related to the business of the Target are presented separately as “Assets of Discontinued Operations Held for Sale” and “Liabilities of Discontinued Operations Held for Sale,” respectively. In addition, the prior-period balances of the assets and liabilities related to the business of the Target have been retrospectively reclassified to conform to the current-period presentation. For further information on the discontinued operations, see 2. Financial Information (8) Discontinued Operations Information (Unaudited).

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(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

Three months
ended
June 30, 2025
Three months
ended
June 30, 2026

Revenues :

Finance revenues

66,221 72,591

Gains on investment securities and dividends

16,486 58,203

Operating leases

152,076 163,427

Life insurance premiums and related investment income

132,543 172,541

Sales of goods and real estate

110,952 126,917

Services income

268,695 282,949
Total Revenues 746,973 876,628
Expenses :

Interest expense

41,507 44,898

Costs of operating leases

99,784 105,466

Life insurance costs

94,237 130,618

Costs of goods and real estate sold

83,302 95,174

Services expense

146,730 155,706

Other (income) and expense

(1,068 ) 3,745

Selling, general and administrative expenses

158,188 197,821

Provision for credit losses

3,244 (538 )

Write-downs of long-lived assets

1,004 9,819

Write-downs of securities

127 0

Total Expenses

627,055 742,709

Operating Income

119,918 133,919

Equity in Net Income of Equity method investments

19,440 207,918

Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net

6,308 64,313

Income from Continuing Operations before Income Taxes

145,666 406,150

Provision for Income Taxes

43,220 125,582

Net Income from Continuing Operations

102,446 280,568

Discontinued Operations

Income (Loss) from Discontinued Operations before Income Taxes

9,815 (334 )

Provision for Income Taxes

2,990 (4,742 )

Net Income from Discontinued Operations

6,825 4,408

Net Income

109,271 284,976

Net Income Attributable to the Noncontrolling Interests

1,933 5,065

Net Income (Loss) Attributable to the Redeemable Noncontrolling Interests

50 (921 )

Net Income Attributable to ORIX Corporation Shareholders

107,288 280,832
Note :

As a result of the decision to sell the shares of ORIX Bank Corporation, a consolidated subsidiary of the Company (hereinafter, the “Target”), in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations, the business of the Target has been classified as held for sale and a discontinued operation. Accordingly, the results of operations of the Target are presented separately from continuing operations. The prior-period results of operations related to the business of the Target have also been retrospectively reclassified to conform to the current-period presentation. For further information on the discontinued operations, see 2. Financial Information (8) Discontinued Operations Information (Unaudited).

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

(millions of yen)

Three months
ended
June 30, 2025
Three months
ended
June 30, 2026

Net Income :

109,271 284,976

Other comprehensive income (loss), net of tax:

Net change of unrealized gains (losses) on investment in securities

(61,363 ) (28,895 )

Impact of changes in policy liability discount rate

143,120 36,879

Net change of debt valuation adjustments

62 (7 )

Net change of defined benefit pension plans

5,465 9,433

Net change of foreign currency translation adjustments

(44,298 ) 32,193

Net change of unrealized gains (losses) on derivative instruments

(7,172 ) 7,619

Total other comprehensive income

35,814 57,222

Comprehensive Income

145,085 342,198

Comprehensive Income Attributable to the Noncontrolling Interests

701 6,731

Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling Interests

(64 ) (121 )

Comprehensive Income Attributable to ORIX Corporation Shareholders

144,448 335,588

(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.

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(7) Segment Information (Unaudited)

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

Beginning with the current consolidated fiscal year, the Company has reorganized its reportable segments into Japan & APAC, Infrastructure, USA & Europe, and Insurance, reflecting changes in the segments used by the CODM for resource allocation and performance evaluation purposes. In connection with this change, segment information for the previous fiscal year has been recast to conform to the current presentation.

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

Japan & APAC

:

Financial services, fee-based businesses, and corporate investment

Infrastructure

:

Investment, development, operation, and asset management of real estate, aircraft, ships, and environmental & energy-related assets

USA & Europe

:

Financial services, investment, asset management, and advisory services

Insurance

:

Life insurance

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 CODM 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.

Effective from the current fiscal year, the Company has revised the method of allocating interest expense for certain transactions. Accordingly, segment figures for the previous fiscal year have been recast to conform to the current presentation.

On April 27, 2026, the Company decided to sell all shares in ORIX Bank Corporation (hereinafter, the “Target”), a consolidated subsidiary, to Daiwa Next Bank, Ltd. As a result of this decision, the operations of the Target, which had previously been reported as continuing operations, have been classified as discontinued operations in the current fiscal year in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations. Segment information presents amounts relating only to continuing operations and excludes the discontinued operations. Comparative segment information for the previous fiscal year has also been revised to reflect this change. For further details regarding discontinued operations, please refer to Note (8), “Discontinued Operations,” under “2. Quarterly Consolidated Financial Statements and Notes.”

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Segment information for the three months ended June 30, 2025 and three months ended June 30, 2026 is as follows:

Millions of yen
Three months ended June 30, 2025
Japan & APAC Infrastructure USA & Europe Insurance Total

Finance revenues

38,426 2,558 25,511 38 66,533

Gains on investment securities and dividends

2,069 5,428 9,014 0 16,511

Operating leases

115,365 37,684 436 0 153,485

Life insurance premiums and related investment income

0 0 0 133,086 133,086

Sales of goods and real estate

65,224 44,468 187 0 109,879

Services income

51,408 147,761 68,440 0 267,609

Total Segment Revenues

272,492 237,899 103,588 133,124 747,103

Interest expense

13,325 10,458 11,878 127 35,788

Costs of operating leases

80,436 19,740 550 0 100,726

Life insurance costs

0 0 0 94,395 94,395

Costs of goods and real estate sold

45,773 36,862 87 0 82,722

Services expense

31,165 99,012 16,812 0 146,989

Other (income) and expense *

1,786 (5,268 ) 2,259 (4 ) (1,227 )

Selling, general and administrative expenses

56,927 22,110 57,496 14,563 151,096

Provision for credit losses, and write-downs of long-lived assets and securities

2,818 30 1,547 (20 ) 4,375

Total Segment Expenses

232,230 182,944 90,629 109,061 614,864

Equity in Net income (Loss) of equity method investments and others

11,939 13,452 (2,365 ) (0 ) 23,026

Segment Profits

52,201 68,407 10,594 24,063 155,265

Significant non-cash items:

Depreciation and amortization

68,637 21,363 2,305 7,812 100,117

Increase in policy liabilities and policy account balances

0 0 0 83,836 83,836

Expenditures for long-lived assets

108,758 106,104 902 11 215,775
*

Other (income) and expense includes items such as expenses of taxes and insurance premiums related to finance leases, impairment of goodwill and intangible assets, gains and losses on derivatives, and foreign exchange gains and losses.

Millions of yen
Three months ended June 30, 2026
Japan & APAC Infrastructure USA & Europe Insurance Total

Finance revenues

39,462 7,660 26,196 36 73,354

Gains on investment securities and dividends

(1,571 ) 249 59,637 0 58,315

Operating leases

122,625 41,068 1,138 0 164,831

Life insurance premiums and related investment income

0 0 0 173,086 173,086

Sales of goods and real estate

84,642 40,562 835 0 126,039

Services income

65,228 113,346 102,115 0 280,689

Total Segment Revenues

310,386 202,885 189,921 173,122 876,314

Interest expense

15,705 10,225 14,338 112 40,380

Costs of operating leases

85,855 19,466 1,193 0 106,514

Life insurance costs

0 0 0 130,686 130,686

Costs of goods and real estate sold

62,414 31,876 407 0 94,697

Services expense

43,162 89,922 21,940 0 155,024

Other (income) and expense *

5,839 (4,010 ) 2,454 0 4,283

Selling, general and administrative expenses

63,381 24,155 86,377 14,390 188,303

Provision for credit losses, and write-downs of long-lived assets and securities

777 56 (1,143 ) (26 ) (336 )

Total Segment Expenses

277,133 171,690 125,566 145,162 719,551

Equity in Net income (Loss) of equity method investments and others

256,558 12,122 (1,355 ) (0 ) 267,325

Segment Profits

289,811 43,317 63,000 27,960 424,088

Significant non-cash items:

Depreciation and amortization

75,599 21,231 3,220 5,339 105,389

Increase in policy liabilities and policy account balances

0 0 0 89,110 89,110

Expenditures for long-lived assets

119,241 58,269 4,821 70 182,401
*

Other (income) and expense includes items such as expenses of taxes and insurance premiums related to finance leases, impairment of goodwill and intangible assets, gains and losses on derivatives, and foreign exchange gains and losses.

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Segment information as of March 31, 2026 and June 30, 2026 is as follows:

Millions of yen
As of March 31, 2026
Japan & APAC Infrastructure USA & Europe Insurance Total

Net investment in leases

1,194,048 52,913 433 0 1,247,394

Installment loans

680,872 35,097 757,103 15,191 1,488,263

Investment in operating leases

1,118,843 976,673 39,605 25,457 2,160,578

Investment in securities

80,956 154,105 618,885 2,288,116 3,142,062

Property under facility operations and servicing assets

119,002 656,847 82,749 0 858,598

Inventories

45,020 223,164 699 0 268,883

Advances for finance lease and operating lease

11,317 78,924 0 0 90,241

Equity method investments

457,931 685,773 71,582 46,002 1,261,288

Advances for property under facility operations

4,001 123,899 0 0 127,900

Goodwill, intangible assets acquired in business combinations

384,231 221,750 690,949 4,452 1,301,382

Other assets *

624,640 365,927 479,026 819,052 2,288,645

Segment Assets

4,720,861 3,575,072 2,741,031 3,198,270 14,235,234
*

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.

Millions of yen
As of June 30, 2026
Japan & APAC Infrastructure USA & Europe Insurance Total

Net investment in leases

1,195,852 38,066 427 0 1,234,345

Installment loans

666,718 36,032 815,710 15,942 1,534,402

Investment in operating leases

1,094,947 1,001,215 47,888 25,465 2,169,515

Investment in securities

74,888 157,938 613,298 2,334,336 3,180,460

Property under facility operations and servicing assets

88,449 652,466 86,126 0 827,041

Inventories

44,893 225,494 833 0 271,220

Advances for finance lease and operating lease

16,310 62,440 475 0 79,225

Equity method investments

613,377 716,723 78,689 46,648 1,455,437

Advances for property under facility operations

915 127,002 0 0 127,917

Goodwill, intangible assets acquired in business combinations

367,787 210,618 697,318 4,452 1,280,175

Other assets *

578,593 339,344 515,935 832,503 2,266,375

Segment Assets

4,742,729 3,567,338 2,856,699 3,259,346 14,426,112
*

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.

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

Millions of yen
Three months ended
June 30, 2025
Three months ended
June 30, 2026

Segment revenues:

Total revenues for segments

747,103 876,314

Revenues related to corporate assets

18,376 21,540

Revenues from inter-segment transactions

(18,506 ) (21,226 )

Total consolidated revenues

746,973 876,628

Segment profits:

Total profits for segments

155,265 424,088

Corporate profits (losses)

(11,843 ) (22,575 )

Net income attributable to the noncontrolling interests and net income attributable to the redeemable noncontrolling interests

2,244 4,637

Total consolidated income from continuing operations before income taxes

145,666 406,150

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(8) Discontinued Operations Information (Unaudited)

On April 27, 2026, the Company entered into a share transfer agreement with Daiwa Next Bank, Ltd. to sell all shares in ORIX Bank Corporation, a consolidated subsidiary of the Company (hereinafter, the “Target”). Pursuant to this agreement, the sale of the shares was completed on August 3, 2026. As a result, starting from the second quarter of the current fiscal year, the Target will be excluded from the Company’s scope of consolidation.

As a result of the decision to sell the shares, in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations, the business of the Target has been classified as held for sale and a discontinued operation.

Accordingly, in the condensed consolidated balance sheets, the assets and liabilities related to the business of the Target are presented separately as “Assets of Discontinued Operations Held for Sale” and “Liabilities of Discontinued Operations Held for Sale,” respectively. In addition, the prior-period balances of the assets and liabilities related to the business of the Target have been retrospectively reclassified to conform to the current-period presentation. Furthermore, in the condensed consolidated statements of income, the results of operations of the Target are presented separately from continuing operations. The prior-period results of operations related to the business of the Target have also been retrospectively reclassified to conform to the current-period presentation.

No loss was recognized upon classification as held for sale for the three months ended June 30, 2026.

The following table presents the classes of assets and liabilities of discontinued operations classified as held for sale as of March 31, 2026 and June 30, 2026.

(millions of yen)

As of March
31, 2026
As of June
30, 2026

Assets

Cash and Cash Equivalents

319,586 318,612

Restricted Cash

2,025 1,991

Installment Loans

2,685,320 2,763,403

Allowance for Credit Losses

(3,852 ) (3,965 )

Investment in Operating Leases

0 0

Investment in Securities

166,331 155,952

Equity method investments

2,239 2,180

Trade Notes, Accounts and Other Receivable

826 879

Office Facilities

13,890 6,970

Other Assets

9,037 16,007

Total Assets of Discontinued Operations Held for Sale

3,195,402 3,262,029

Liabilities

Short-term Debt

28,100 56,100

Deposits

2,623,225 2,666,451

Trade Notes, Accounts and Other Payable

1,013 1,430

Current and Deferred Income Taxes

3,712 2,796

Long-term Debt

166,600 156,451

Other Liabilities

120,438 123,443

Total Liabilities of Discontinued Operations Held for Sale

2,943,088 3,006,671

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The following table presents the classes of net income from discontinued operations for the three months ended June 30, 2025 and 2026.

(millions of yen)

Three months
ended
June 30, 2025
Three months
ended
June 30, 2026

Revenues :

Finance revenues

21,017 20,174

Gains (Losses) on investment securities and dividends

30 (18 )

Services income

621 620

Total Revenues

21,668 20,776

Expenses :

Interest expense

3,855 6,014

Services expense

1,940 2,002

Other (income) and expense

57 (3 )

Selling, general and administrative expenses

5,865 6,087

Provision for credit losses

119 107

Write-downs of long-lived assets

0 6,827

Total Expenses

11,836 21,034

Operating Income (Loss)

9,832 (258 )

Equity in Net Income (Loss) of Equity method investments

(17 ) (76 )

Income (Loss) from Discontinued Operations before Income Taxes

9,815 (334 )

Provision for Income Taxes

2,990 (4,742 )

Net Income from Discontinued Operations

6,825 4,408

(9) Cash flow information (Unaudited)

ORIX Group does not prepare the consolidated statements of cash flows for the three months ended June 30, 2026. Depreciation and amortization for the three months ended June 30, 2025 and 2026 were ¥101,250 million and ¥106,400 million, respectively.

Note:

As a result of the decision to sell the shares of ORIX Bank Corporation, a consolidated subsidiary of the Company (hereinafter, the “Target”), in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations, the business of the Target has been classified as held for sale and a discontinued operation. Accordingly, as a result of presenting the results of the business of the Target separately from continuing operations, depreciation and amortization for the three months ended June 30, 2026 are presented on a continuing operations basis, excluding the results of the discontinued operations. The corresponding amounts for the three months ended June 30, 2025 have also been retrospectively reclassified to conform to the current-period presentation. For further information on the discontinued operations, see 2. Financial Information (8) Discontinued Operations Information (Unaudited).

(10) Subsequent Events

On April 27, 2026, the Company entered into a share transfer agreement with Daiwa Next Bank, Ltd. to sell all shares in ORIX Bank Corporation, a consolidated subsidiary of the Company (hereinafter, the “Target”). Pursuant to this agreement, the sale of the shares was completed on August 3, 2026. As a result, starting from the second quarter of the current fiscal year, the Target will be excluded from the Company’s scope of consolidation, and the Company expects to record a gain in connection with the sale in the consolidated financial statements.

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