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6-K

Fairfax Financial Holdings Ltd/ Can (FRFHF)

6-K 2026-06-17 For: 2026-06-16
View Original
Added on June 17, 2026

UNITED STATESSECURITIES 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: June 2026 Commission File Number: 001-31556

FAIRFAX FINANCIALHOLDINGS LIMITED

(Name of Registrant)

95 Wellington Street WestSuite 800

Toronto, Ontario

Canada 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<br>June 16, 2026 titled Fairfax Launches C$300 Million 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: June 16, 2026 By: /s/ Derek Bulas
Name:<br><br> <br>Title: Derek Bulas <br><br>Vice President, Chief Legal Officer and Corporate Secretary

Exhibit 99.1

FAIRFAX News Release

TSX Stock Symbol: FFH and FFH.U


TORONTO, June 16, 2026


Not for distribution to U.S. news wire servicesor dissemination in the United States.


FAIRFAX LAUNCHES C$300 MILLION SENIOR NOTESOFFERING

The base shelf prospectus is accessible, andthe shelf prospectus supplement for this offering will be accessible within two business days, through SEDAR+

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it intends to offer an additional C$300 million aggregate principal amount of its 4.40% Senior Notes due 2036 (the “Senior Notes”) to be priced at C$98.991 per C$100 principal amount, plus accrued interest (the “Offering”). The Senior Notes will be offered through a syndicate of dealers to be led by BMO Nesbitt Burns Inc., as sole bookrunner, and including Scotia Capital Inc., CIBC World Markets Inc., Merrill Lynch Canada Inc., National Bank Financial Inc., RBC Dominion Securities Inc., TD Securities Inc., Citigroup Global Markets Canada Inc., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., Mizuho Securities Canada Inc. and Morgan Stanley Canada Limited, as agents. The Senior Notes will pay a fixed rate of interest of 4.40% per annum and will be unsecured obligations of Fairfax.

Fairfax currently has outstanding C$400 million aggregate principal amount of its 4.40% senior notes due 2036 (the “Original 2036 Notes”). The Senior Notes will have the same terms as the Original 2036 Notes, except for the issue date and offering price, and will form part of the same series as the Original 2036 Notes.

Fairfax intends to use the net proceeds from the Offering for general corporate purposes, which may include the refinancing, repayment or redemption of outstanding debt, equity or other corporate obligations of Fairfax and its subsidiaries and/or to pursue potential acquisition or investment opportunities. The Offering is expected to close on or about June 19, 2026, subject to the satisfaction of customary conditions.

The Senior Notes will be offered in all provinces and territories of Canada pursuant to Fairfax’s base shelf prospectus dated November 3, 2025 (the “base shelf prospectus”), as supplemented by a prospectus supplement (the “shelf prospectus supplement”) to be filed with the Canadian securities regulators in all of the provinces and territories of Canada. Access to the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to such documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus is accessible, and the shelf prospectus supplement will be accessible within two business days from the date hereof, through SEDAR+ at www.sedarplus.ca.

The Senior Notes are offered under the shelf prospectus supplement. An electronic or paper copy of the shelf prospectus supplement, the base shelf prospectus and any amendment to the documents may be obtained, without charge, from: BMO Nesbitt Burns Inc. at [email protected]; by providing the contact with an email address or address, as applicable. The base shelf prospectus and shelf prospectus supplement contain important, detailed information about Fairfax and the proposed Offering. Prospective investors should read the base shelf prospectus and shelf prospectus supplement (when filed) before making an investment decision.

FAIRFAX FINANCIAL HOLDINGS LIMITED

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

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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended.

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

Certain statements contained herein may constitute “forward-looking statements” and are made pursuant to the “safe harbour” provisions of applicable Canadian andU.S. securities laws. Such forward-looking statements may include, among other things, the anticipated completion of the Offering andthe intended use of proceeds from the Offering. Such forward-looking statements are subject to known and unknown risks, uncertaintiesand other factors which may cause the actual results, performance or achievements of Fairfax to be materially different from any futureresults, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limitedto: the failure to successfully complete the Offering; our ability to complete acquisitions and other strategic transactions on the termsand timeframes contemplated, and to achieve the anticipated benefits therefrom; a reduction in net earnings if our loss reserves are insufficient;underwriting losses on the risks we insure that are higher than expected; the occurrence of catastrophic events with a frequency or severityexceeding our estimates; changes in market variables, including unfavourable changes in interest rates, foreign exchange rates, equityprices and credit spreads, which could negatively affect our operating results and investment portfolio; the cycles of the insurance marketand general economic conditions, which can substantially influence our and our competitors’ premium rates and capacity to writenew business; insufficient reserves for asbestos, environmental and other latent claims; exposure to credit risk in the event our reinsurersfail to make payments to us under our reinsurance arrangements; exposure to credit risk in the event our insureds, insurance producersor reinsurance intermediaries fail to remit premiums that are owed to us or failure by our insureds to reimburse us for deductibles thatare paid by us on their behalf; our inability to maintain our long term debt ratings, the inability of our subsidiaries to maintain financialor claims paying ability ratings and the impact of a downgrade of such ratings on derivative transactions that we or our subsidiarieshave entered into; risks associated with implementing our business strategies; the timing of claims payments being sooner or the receiptof reinsurance recoverables being later than anticipated by us; risks associated with any use we may make of derivative instruments; thefailure of any hedging methods we may employ to achieve their desired risk management objective; a decrease in the level of demand forinsurance or reinsurance products, or increased competition in the insurance industry; the impact of emerging claim and coverage issuesor the failure of any of the loss limitation methods we employ; our inability to access cash of our subsidiaries; an increase in the amountof capital that we and our subsidiaries are required to maintain and our inability to obtain required levels of capital on favourableterms, if at all; the loss of key employees; our inability to obtain reinsurance coverage in sufficient amounts, at reasonable pricesor on terms that adequately protect us; the passage of legislation subjecting our businesses to additional adverse requirements, supervisionor regulation, including additional tax regulation, in the United States, Bermuda, Canada or other jurisdictions in which we operate;risks associated with applicable laws and regulations relating to sanctions, anti-money laundering and corrupt practices in Canada andin 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 relating to deferredtaxes associated with amendments to IAS 12 – Income Taxes; impairment of the carrying value of our goodwill, indefinite-lived intangibleassets or investments in associates; our failure to realize deferred income tax assets; risks associated with Canadian or foreign taxlaws, or the interpretation thereof; technological or other change that adversely impacts demand, or the premiums payable, for the insurancecoverages we offer; disruptions of our information technology systems; assessments and shared market mechanisms that may adversely affectour insurance subsidiaries; risks associated with economic disruptions from global conflicts and the development of other geopoliticalevents worldwide; and risks associated with tariffs, trade restrictions, or other regulatory measures imposed by domestic or foreign governmentsthat may, directly or indirectly, affect our business. Additional risks and uncertainties are described in our most recently issued AnnualReport, which is available at www.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.