欧力士美股招股说明书(2025-09-03版)

US$500,000,000 4.450% Senior Notes due 2030 We will issue an aggregate principal amount of U.S.$500,000,000 of senior notes due September9, 2030, or the notes. The notes will bear interest commencing September 9, 2025 at aper annum rate of 4.450%, payable in arrears on March9 and September 9 ofeach year, with the first interest payment to be made on March9, 2026. The notes will not be redeemable prior to maturity, except as set forth under“Description of Notes—Optional Tax Redemption” in this prospectus supplement, and will not be subject to any sinking fund. The notes will be issued only in registered form in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.The notes are not and will not be listed on any securities exchange. Investing in the notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—Risk Factors” of ourmost recent annual report on Form20-Ffiled with the U.S. Securities and Exchange Commission, or the SEC, and in the “Risk Factors” sectionbeginning on pageS-9of this prospectus supplement before making any decision to invest in the notes. (1)Plus accrued interest from September9, 2025, if settlement occurs after that date. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy ofthis prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense. The notes will be ready for delivery in book-entry form through the book-entry delivery system of The Depository Trust Company, or DTC, forthe accounts of its participants, including Clearstream Banking S.A., or Clearstream, and Euroclear Bank SA / NV, or Euroclear, on or aboutSeptember9, 2025. Joint Book-Running Managers Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementCautionary Note Regarding Forward-Looking StatementsProspectus Supplement SummaryRisk FactorsSelected Financial DataCapitalization and IndebtednessUse of ProceedsDescription of NotesTax ConsiderationsUnderwritingExpertsLegal MattersIncorporation By ReferenceAnnex Prospectus AboutThisProspectusCautionary Note Regarding Forward-Looking StatementsORIX CorporationOffering InformationCapitalization and IndebtednessUse of ProceedsDescription of Senior Debt SecuritiesClearance and Settlement TaxationCertain Benefit Plan Investor ConsiderationsPlan of DistributionExpertsLegal MattersEnforcement of Civil LiabilitiesWhere You Can Find More Information Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the notesand also adds to, updates and changes information contained in the base prospectus filed with the SEC dated July7, 2023, and the documentsincorporated by reference in this prospectus supplement. The second part is the above-mentioned base prospectus, to which we refer as the“accompanying prospectus.” The accompanying prospectus contains a description of the senior debt securities and gives more general information,some of which may not apply to the notes. If the description of the notes in this prospectus supplement differs from the description in the accompanyingprospectus, the description in this prospectus supplement supersedes the description in the accompanying prospectus. We have not authorized any other person to provide you with any information other than that contained in or incorporated by reference into thisprospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referredyou. “Incorporated by reference” means that we can disclose important information to you by referring you to another document filed separately withthe SEC. We are not responsible for, and can provide no assurance as to the accuracy of, any other information that any other person may give you. Weare not making, nor are the underwriters making, an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should notassume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or onbehalf of us or to which we have referred you, including any information incorporated by reference herein or therein, is accurate as of any date otherthan its respective date. Our business, financial condition, results of operations and prospects may have changed since those respective dates. Unless the context otherwise requires, references in this prospectus supplement to “ORIX” refer to ORIX Corporation, and to “we,” “us,” “our,”“ORIX Group” and similar terms refer to ORIX Corporation and its subsidiaries, taken as a whole. We use the word “you” to refer to prospectiveinvestors in the notes. Our consolidated financial statements have bee