6-K

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN (FRFHF)

6-K 2025-05-16 For: 2025-05-15
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Added on April 09, 2026

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549

Form 6-K

Report of Foreign Private IssuerPursuant to Rule 13a-16 or 15d-16 ofthe Securities Exchange Act of 1934

For the month of: May 2025 Commission File Number: 001-31556

FAIRFAXFINANCIAL HOLDINGS LIMITED(Name of Registrant)

95Wellington Street WestSuite 800Toronto, OntarioCanada M5J 2N7(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 x

EXHIBIT INDEX

Exhibit Description of Exhibit
99.1 News Release dated May 15, 2025 titled Fairfax<br> Announces Pricing of Senior Notes Offering

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.

FAIRFAX FINANCIAL HOLDINGS LIMITED
Date: May 15, 2025 By: /s/ Derek Bulas
Name:<br>Derek Bulas
Title: Vice President, Chief Legal Officer and Corporate Secretary

Exhibit 99.1

FAIRFAX News Release

TSX Stock Symbol: FFH and FFH.U

TORONTO, May 15, 2025

FAIRFAX ANNOUNCES PRICING OF SENIOR NOTES OFFERING

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it has priced a private offering of US$500,000,000 of senior notes due 2035 (the “2035 Notes”) at an issue price of 99.632% and US$400,000,000 of senior notes due 2055 (the “2055 Notes” and, together with the 2035 Notes, the “Notes”) at an issue price of 99.725%. The Notes will be unsecured senior obligations of Fairfax. The 2035 Notes will pay a fixed rate of interest of 5.750% per annum, and the 2055 Notes will pay a fixed rate of interest of 6.500% per annum.

Fairfax intends to use the net proceeds of this offering to refinance, repay or redeem outstanding debt, equity or other corporate obligations of Fairfax and its subsidiaries, to pursue potential acquisition or investment opportunities (which may include acquisitions of minority interests in its subsidiaries), and for general corporate purposes. This may include the redemption or repurchase of certain of Fairfax’s previously issued debt or equity securities. As of the date of this press release, Fairfax has not made any determination as to the specific debt, equity or other corporate obligations to be repaid or redeemed, nor the amount, timing or method of such repurchase or redemption. Similarly, as of the date hereof, Fairfax has not made any determination as to the specific acquisitions or investment opportunities to be pursued, nor the cost, timing or method of such acquisitions or investments. Any such repurchase, redemption, acquisition or investment will be subject to market conditions. Any proceeds not used to refinance, repay or redeem outstanding debt, equity or other corporate obligations or to pursue potential acquisition or investment opportunities will be used for general corporate purposes, which may include to augment our cash position or to increase short-term investments and marketable securities held at the holding company level.

Fairfax also intends to enter into a registration rights agreement in connection with the offering of the Notes. The offering is expected to close on or about May 20, 2025, subject to the satisfaction of customary closing conditions.

The offering is being made solely by means of a private placement either to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes have not been and will not be qualified for sale under the securities laws of any province or territory of Canada and may not be offered or sold directly or indirectly in Canada or to or for the benefit of any resident of Canada, except pursuant to applicable prospectus exemptions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

For further information contact: John Varnell, Vice President, Corporate Development at (416) 367-4941

FAIRFAX FINANCIAL HOLDINGS LIMITED

95 Wellington Street West, Suite 800, Toronto,Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946

Forward-looking information

Certain statements contained herein may constitute “forward-looking statements” and are made pursuant to the “safe harbour” provisions of the United States PrivateSecurities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. Such forward-looking statements may include,among other things, the intended use of net proceeds from the offering of the Notes and the anticipated completion of the offering ofthe Notes. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause theactual results, performance or achievements of Fairfax to be materially different from any future results, performance or achievementsexpressed or implied by such forward-looking statements. Such factors include, but are not limited to: our ability to complete acquisitionsand other strategic transactions on the terms and timeframes contemplated, and to achieve the anticipated benefits therefrom; a reductionin net earnings if our loss reserves are insufficient; underwriting losses on the risks we insure that are higher than expected; the occurrenceof catastrophic events with a frequency or severity exceeding our estimates; changes in market variables, including unfavourable changesin interest rates, foreign exchange rates, equity prices and credit spreads, which could negatively affect our operating results and investmentportfolio; the cycles of the insurance market and general economic conditions, which can substantially influence our and our competitors’premium rates and capacity to write new business; insufficient reserves for asbestos, environmental and other latent claims; exposureto credit risk in the event our reinsurers fail to make payments to us under our reinsurance arrangements; exposure to credit risk inthe event our insureds, insurance producers or reinsurance intermediaries fail to remit premiums that are owed to us or failure by ourinsureds to reimburse us for deductibles that are paid by us on their behalf; our inability to maintain our long term debt ratings, theinability of our subsidiaries to maintain financial or claims paying ability ratings and the impact of a downgrade of such ratings onderivative transactions that we or our subsidiaries have entered into; risks associated with implementing our business strategies; thetiming of claims payments being sooner or the receipt of reinsurance recoverables being later than anticipated by us; risks associatedwith any use we may make of derivative instruments; the failure of any hedging methods we may employ to achieve their desired risk managementobjective; a decrease in the level of demand for insurance or reinsurance products, or increased competition in the insurance industry;the impact of emerging claim and coverage issues or the failure of any of the loss limitation methods we employ; our inability to accesscash of our subsidiaries; an increase in the amount of capital that we and our subsidiaries are required to maintain and our inabilityto obtain required levels of capital on favourable terms, if at all; the loss of key employees; our inability to obtain reinsurance coveragein sufficient amounts, at reasonable prices or on terms that adequately protect us; the passage of legislation subjecting our businessesto additional adverse requirements, supervision or regulation, including additional tax regulation, in the United States, Bermuda, Canadaor other jurisdictions in which we operate; risks associated with applicable laws and regulations relating to sanctions and corrupt practicesin foreign jurisdictions in which we operate; risks associated with government investigations of, and litigation and negative publicityrelated to, insurance industry practice or any other conduct; risks associated with political and other developments in foreign jurisdictionsin which we operate; risks associated with legal or regulatory proceedings or significant litigation; failures or security breaches ofour computer and data processing systems; the influence exercisable by our significant shareholder; adverse fluctuations in foreign currencyexchange rates; our dependence on independent brokers over whom we exercise little control; financial reporting risks associated withIFRS 17– Insurance Contracts; financial reporting risks relating to deferred taxes associated with amendments to IAS 12– IncomeTaxes; impairment of the carrying value of our goodwill, indefinite-lived intangible assets or investments in associates; our failureto realize deferred income tax assets; technological or other change that adversely impacts demand, or the premiums payable, for the insurancecoverages we offer; risks associated with Canadian or foreign tax laws, or the interpretation thereof; disruptions of our informationtechnology systems; assessments and shared market mechanisms that may adversely affect our insurance subsidiaries; risks associated withthe conflicts in Ukraine and Israel and the development of other geopolitical events and economic disruptions worldwide; and risks associatedwith tariffs, trade restrictions, or other regulatory measures imposed by domestic or foreign governments that may, directly or indirectly,affect our business. Additional risks and uncertainties are described in our most recently issued Annual Report, which is available atwww.fairfax.ca, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and in our Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca.Fairfax disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information,future events or otherwise, except as required by applicable securities law.