6-K
Orix Corp (IX)
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SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 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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Material Contained in this Report
| 1. | “Notice regarding Transfer of equity interest: IX PUSG Holdings, LLC (U.S. PE Investment: Peak Utility)” |
|---|---|
| 2. | “Filing of Extraordinary Report” |
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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: March 11, 2026 | By | /s/ Hidetake Takahashi |
| Hidetake Takahashi | ||
| Member of the Board of Directors<br><br><br>Representative Executive Officer<br><br><br>President and Chief Executive Officer<br><br><br>Responsible for Digital Innovation Unit<br><br><br>Responsible for Corporate Strategy and Management Unit<br><br><br>ORIX Corporation |
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Notice regarding Transfer of equity interest (change in subsidiary): IX PUSG Holdings, LLC (U.S.PE Investment: Peak Utility)
TOKYO, Japan – March 11, 2026 – ORIX Corporation (”ORIX”) announced today that one of its affiliates has entered into an equity interest transfer agreement on March 10, 2026 U.S. Time with a special purpose company (“The SPC”) affiliated with Greenbelt Capital Partners (”Greenbelt”) to transfer all of the equity interest in IX PUSG Holdings, LLC (“IX PUSG Holdings”) to Greenbelt.
- Purpose of transfer of all equity interest
IX PUSG Holdings is the holding company for Peak Utility Services Group, Inc. (“Peak”), in which our company invested^*1^ in 2018 through a fund managed by ORIX Capital Partners (“OCP”), the operationally-focused private equity team of our wholly owned subsidiary, ORIX Corporation USA. Peak was founded in 2002 and provides utility infrastructure services in the United States.
Since our investment, OCP has made significant contributions to Peak, including add-on acquisitions, organic growth initiatives, strengthening governance and operational improvements. **** Peak continues to deliver stable and strong performance, with revenue reaching a record high in the previous fiscal year.
As Peak has matured into a strong platform, OCP has determined that a new partnership is the logical next step for Peak to continue to grow into the future. Greenbelt, an Austin, Texas based private equity firm, which has extensive investment experience in energy and infrastructure, was identified as the optimal partner.
| *1 | ORIX Capital Partners Acquires Peak Utility Services Group (June 29, 2018) |
|---|
- Summary of Transfer of All Equity interest
| (1) | Method | Transfer of (issued) equity interest owned by the specific subsidiary of ORIX | |
|---|---|---|---|
| (2) | Shareholding ratio before and<br>after | Before the transfer | IX Capital Peak<br>Holdings, LLC 100% |
| After the transfer | The SPC<br>100% |
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- Overview of Specific Subsidiary to be Transferred
| (1) | Name | IX PUSG Holdings, LLC |
|---|---|---|
| (2) | Location | c/o ORIX<br>Capital Partners, 2001 Ross Ave Suite 1900, Dallas, TX 75201 |
| (3) | Name and title of representative | Christopher<br>Suan, President of ORIX Capital Partners |
| (4) | Description of business | Holding<br>company |
| (5) | Paid-in capital | 312.7<br>million*2 |
| (6) | Date of<br><br><br>establishment | April 9, 2018 |
| (7) | Major shareholders and shareholding<br>ratio | IX Capital<br>Peak Holdings, LLC 100% |
| (8) | Relationship between the listed<br>company and aforementioned company | Capital relationship |
| Personnel relationship | ||
| Business relationship | ||
| (9) | Consolidated subsidiary results and financial position for the past three years*^3^ |
All values are in US Dollars.
| Fiscal year | FY22.12 | FY23.12 | FY24.12 | |
|---|---|---|---|---|
| Net assets | USD55.0 million | USD19.9 million | USD35.3 million | |
| Total assets | USD336.9 million | USD284.2 million | USD255.0 million | |
| Revenue | USD298.8 million | USD330.3 million | USD351.3 million | |
| Net Loss | USD-21.3 million | USD-35.2 million | USD-48.0 million | |
| *2 | as of Dec-25, Unaudited | |||
| --- | --- | |||
| *3 | IX PUSG Holdings, LLC’s sole wholly-owned subsidiary Peak Utility Service Group, Inc. Audited<br>Consolidated Financial Statement | |||
| --- | --- |
- Overview of the Company to Which the equity interests are Being Transferred^*4^
| (1) | Name | Seahawk Buyer, LLC | |
|---|---|---|---|
| (2) | Location | c/o Greenbelt<br>Capital Partners, 301 Congress Avenue, Suite 2050, Austin, TX, 78701 | |
| (3) | Name and title of representative | Gabriel Allen,<br>Chief Financial Officer | |
| (4) | Description of Business | Holding<br>company | |
| (5) | Date of establishment | February 18, 2026 | |
| (6) | Major shareholders and shareholding ratio | 100% owned by<br>funds and accounts managed by Greenbelt | |
| (7) | Relationship between the listed company and the aforementioned company | Capital relationship | Not applicable |
| Personnel relationship | Not applicable | ||
| Business relationship | Not applicable | ||
| Related party status | The SPC and its related parties and affiliates are not related parties of ORIX. | ||
| *4 | Due to the wishes of the transferee, we will refrain from disclosing the “Paid-in-capital” “Net assets” and “Total assets.” | ||
| --- | --- |
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- Number of equity interest to be Transferred and Status of equity interest Held Before and After Transfer^*5^
| (1) | Number of<br>equity interest held before the transfer | 100% Membership Percentage |
|---|---|---|
| (2) | Number of equity interest to be<br>transferred | 100% Membership<br>Percentage |
| (3) | Number of equity interest held after the<br>transfer | 0.00% Membership<br>Percentage<br> <br>(Percentage of voting rights: 0%) |
| *5 | Due to the wishes of the transferee, we will refrain from disclosing the “Transfer price.”<br> | |
| --- | --- |
- Schedule of the transaction
| (1) | Date of<br>share transfer agreement for the transaction | March 10, 2026 U.S. Time |
|---|---|---|
| (2) | Effective date of the share<br>transfer | April 2026<br>(Tentative) |
- Outlook
This transaction is subject to customary conditions precedent, including obtaining the necessary regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act.
The impact of this transaction on ORIX’s consolidated results for this and next fiscal year is expected to be immaterial.
Contact Information:
Investor Relations Department
ORIX Corporation
Tel: +81-3-3435-3121
About ORIX Group:
ORIX Group (ORIX Corporation TSE: 8591; NYSE: IX) was established in 1964 and has grown from its roots in leasing in Japan to become a global, diverse, and unique corporate group. Today, it is active around the world in financing and investment, life insurance, banking, asset management, real estate, concession, environment and energy, automobile-related services, industrial/ICT equipment, ships and aircraft. Since expanding outside of Japan in 1971, ORIX Group has grown its business globally and now operates in around 30 countries and regions across the world with approximately 36,000 people. ORIX Group unites globally around its Purpose: “Finding Paths. Making Impact.” combining diverse expertise and innovative thinking to help our world develop in a sustainable way.
For more details, please visit our website: https://www.orix.co.jp/grp/en/
(As of September 30, 2025)
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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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Filing of Extraordinary Report
TOKYO, Japan — March 10, 2026 (U.S. time) — ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, announced today that it filed an extraordinary report with the Director-General of the Kanto Financial Bureau in Japan concerning the potential sale of IX PUSG Holdings, LLC (“Target”), the holding company for Peak Utility Services Group, Inc. (“Peak”). Peak is a portfolio company of ORIX Capital Partners (“OCP”), the operationally-focused private equity team of our wholly-owned subsidiary, ORIX Corporation USA (“OCU”).
| 1. | Reason for Filing |
|---|
ORIX Corporation submits this extraordinary report as an affiliate has entered into a purchase agreement with Seahawk Buyer, LLC (“Buyer”), an entity affiliated with Greenbelt Capital Partners, to sell Target to Buyer. This transaction is subject to customary conditions precedent, including obtaining the necessary regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act.
As this transaction will result in a change in a Specified Subsidiary, this extraordinary report is submitted pursuant to Article 24-5, paragraph (4) of the Financial Instruments and Exchange Act and Article 19, paragraph (2), item (3) of the Cabinet Office Ordinance on Disclosure of Corporate Information.
| 2. | Description of Report |
|---|---|
| (1) | Name, location, name and job title of representative, capital, and business description of the Specified<br>Subsidiary |
| --- | --- |
| Name | IX PUSG Holdings, LLC |
| --- | --- |
| Location | c/o ORIX Capital Partners, 2001<br>Ross Ave Suite 1900, Dallas, TX 75201 |
| Name of representative | Christopher Suan, President of<br>ORIX Capital Partners |
| Capital | USD 312.7 million (as of<br>December 31, 2025)* |
| Business description | Holding company for Peak<br>Utility Services Group, Inc., a provider of utility infrastructure services |
| * | Unaudited |
| --- | --- |
| (2) | The number of voting rights held in the Specified Subsidiary before and after the transfer, and the<br>percentage of the total voting rights of the Specified Subsidiary’s shareholders, etc. |
| --- | --- |
| a. | Number of voting rights of the Specified Subsidiary held by the Company and its subsidiaries<br> |
| --- | --- |
| Before the transfer | -<br>units |
| --- | --- |
| After the transfer | - units |
| b. | Ownership percentage of voting rights of the Specified Subsidiary in the total number of voting rights held<br>by all the shareholders of the Specified Subsidiary |
| --- | --- |
| Before the transfer | 100.00% |
| --- | --- |
| After the transfer | 0.00% |
| (3) | Reason and date of transfer |
| --- | --- |
| Reason | On March 10, 2026 (U.S. time), an affiliate of ORIX Corporation has entered into a purchase agreement with Buyer, an entity affiliated<br>with Greenbelt Capital Partners, to sell Target, which is considered a Specified Subsidiary of ORIX Corporation, to Buyer. Upon the closing of this transaction, Target will cease to be a subsidiary of ORIX Corporation, resulting in a change in a<br>Specified Subsidiary. |
| --- | --- |
| Date | April, 2026<br>(Tentative) |