ORIX Corporation filed a Form 6-K with the U.S. Securities and Exchange Commission on October 27, 2026, announcing the disposal of 81,040 of its own shares as restricted stock to employees and subsidiary directors under its Restricted Stock Grant Plan.

Key Highlights

  • Shares disposed: 81,040 common shares at a disposal price of 5,732 yen per share
  • Total disposal value: 464,521,280 yen, representing the aggregate paid-in amount under the Companies Act of Japan
  • Offerees: 355 total persons, comprising 240 Company employees, 112 subsidiary employees, and 3 subsidiary directors
  • Transfer restriction period: December 18, 2026 to November 30, 2029, for all eligible persons
  • Authorization basis: A resolution by the Company's Representative Executive Officer on October 26, 2026, pursuant to a Board of Directors delegation granted on June 23, 2026
  • Capital treatment: The paid-in amount will not be incorporated into capital, as the offering is conducted through disposal of the Company's own shares

ORIX Restricted Stock Grant Plan: Terms and Offeree Breakdown

According to the filing, ORIX Corporation (TSE: 8591; NYSE:IX) announced it filed an extraordinary report with the Director-General of the Kanto Financial Bureau in Japan in connection with the disposal of its own shares under its Restricted Stock Grant Plan. The disposal was resolved by the Company's Representative Executive Officer on October 26, 2026, under authority delegated by the Board of Directors at its June 23, 2026 meeting, in accordance with Article 416, Paragraph 4 of the Companies Act of Japan.

The filing discloses that 81,040 common shares will be allotted to 355 eligible persons in total: 240 Company employees receiving 56,280 shares, 112 subsidiary employees receiving 23,980 shares, and 3 subsidiary directors receiving 780 shares. The disposal price is 5,732 yen per share, for a total disposal value of 464,521,280 yen. The Company disclosed that this consideration will be funded through in-kind contributions of monetary claims held by the eligible persons, which will be provided by the Company or its subsidiaries.

The transfer restriction period runs from December 18, 2026 to November 30, 2029 for all eligible persons. For employees, restrictions lift at the end of the period if the eligible person has continuously served in an eligible position throughout. The filing also states that if the Company undergoes certain organizational restructuring events during the restriction period, such as a merger under which it would become a defunct company or a share exchange under which it would become a wholly owned subsidiary, the Company may lift transfer restrictions prior to the effective date of such event, and shall acquire without consideration any shares for which restrictions have not been lifted.

What Was Disclosed

ORIX Corporation disclosed the disposal of 81,040 of its own common shares as restricted stock to 355 employees and subsidiary directors, at 5,732 yen per share for a total of 464,521,280 yen, with transfer restrictions running through November 30, 2029.