Business Context and Reporting Period
Company: ORIX Corporation (TSE: 8591; NYSE: IX)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: October 1, 2025
Subject: Announcement regarding the disposal of own shares as restricted stock to employees under the Restricted Share Grant Plan.
Key Financial Metrics
This filing is a corporate governance and equity compensation announcement. It does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
| Metric | Value |
|---|---|
| Total Shares Disposed | 142,400 shares |
| Disposal Price per Share | 3,882 Yen |
| Total Value of Disposal | 552,796,800 Yen |
| Amount Incorporated into Capital | None (Paid-in amount not incorporated into capital) |
Material Changes
The filing details a specific transaction rather than a period-over-period financial comparison. The material change is the reduction of the company's treasury stock (own shares) by 142,400 shares, which are being re-issued to eligible employees.
Guidance, Outlook, and Management Commentary
- Plan Structure: Shares are being disposed of to 234 employees of ORIX Corporation and 84 employees of its subsidiaries.
- Restriction Period: A transfer restriction period is set from December 1, 2025, to November 30, 2028.
- Lifting Conditions: Restrictions are lifted if the employee remains in an eligible position through the restriction period. Restrictions may be lifted early upon retirement or other justifiable circumstances.
- Forfeiture: The Company may acquire shares without consideration if an employee loses their eligible position for reasons other than retirement or if restrictions are not lifted by the end of the period.
- Organizational Restructuring: In the event of a merger or share exchange, the Company may lift restrictions or acquire shares without consideration immediately prior to the effective date.
- Payment Date: December 1, 2025.
Investor Verification Checklist
- Verify the impact of the 142,400 share re-issuance on total outstanding shares and potential dilution.
- Confirm the accounting treatment of the 552,796,800 Yen paid-in amount, noting it is not incorporated into capital.
- Review the specific eligibility criteria for the "Eligible Position" to assess retention risks.
- Monitor the dedicated account management arrangement with Nomura Securities Co., Ltd. for compliance with transfer restrictions.