Fairfax converts US$150M Orla notes into shares

Fairfax Financial Holdings Limited reports that it has increased its investment in Orla Mining Ltd. by converting senior unsecured convertible notes into equity.

Rhea-AI Filing Summary

Fairfax Financial Holdings Limited reports that it has increased its investment in Orla Mining Ltd. by converting senior unsecured convertible notes into equity. Fairfax, through its insurance subsidiaries, converted US$150,000,000 principal amount of Orla notes into 26,582,275 common shares at a conversion price of CDN$7.90 per share.

These newly issued shares represent about 7.1% of Orla’s outstanding common shares and bring Fairfax’s total Orla position to 58,399,504 common shares plus 17,544,302 warrants exercisable at CDN$11.50 per warrant. Fairfax now holds approximately 15.7% of Orla on a non-diluted basis and about 19.5% on a partially-diluted basis, assuming exercise of the warrants. Before this conversion, Fairfax held 31,817,229 shares, the same warrants, and the notes.

Insights

Equity & credit analyst

Fairfax converts US$150M of Orla notes into a larger equity stake.

Fairfax has exchanged US$150,000,000 of Orla Mining senior unsecured convertible notes for 26,582,275 common shares at CDN$7.90 per share. This shifts part of its exposure from creditor to shareholder, removing note principal while increasing equity ownership.

After the conversion, Fairfax holds 58,399,504 Orla shares and 17,544,302 warrants exercisable at CDN$11.50. This corresponds to roughly 15.7% non‑diluted and 19.5% partially‑diluted ownership. The filing describes the position as held for investment purposes, with future actions depending on Orla’s operations, strategy and market prices.

The move consolidates Fairfax’s role as a significant Orla shareholder while maintaining additional upside through warrants. Subsequent disclosures from Fairfax or Orla may further clarify how this larger equity stake fits into each company’s long‑term plans.

Key Figures

Notes converted: US$150,000,000 principal Shares received on conversion: 26,582,275 common shares Conversion price: CDN$7.90 per share +5 more

8 metrics

Notes converted US$150,000,000 principal Senior unsecured convertible notes of Orla converted into shares

Shares received on conversion 26,582,275 common shares Conversion shares of Orla at CDN$7.90 per share

Conversion price CDN$7.90 per share Price used to convert Orla notes into common shares

Post‑conversion shares held 58,399,504 common shares Total Orla shares held by Fairfax after conversion

Warrants held 17,544,302 warrants Warrants to acquire Orla shares at CDN$11.50

Non‑diluted ownership 15.7% of common shares Fairfax’s Orla stake on a non‑diluted basis

Partially‑diluted ownership 19.5% of common shares Assuming exercise of Fairfax’s Orla warrants

Prior non‑diluted ownership 9.2% of common shares Before note conversion, based on 31,817,229 shares

Key Terms

senior unsecured convertible notes, warrants, partially-diluted basis, early warning report, +1 more

5 terms

senior unsecured convertible notes financial

"principal amount of senior unsecured convertible notes (the “Notes”) of Orla"

A senior unsecured convertible note is a type of loan a company issues that pays interest and ranks ahead of common shareholders if the company fails, but has no specific assets pledged as collateral. Holders can convert the loan into the company’s stock under agreed terms, so the instrument offers regular income plus potential upside like an option to own shares; investors care because it balances bond-like safety and possible equity gains while bearing higher risk than secured debt.

warrants financial

"17,544,302 warrants (“Warrants”), which allow Fairfax to acquire up to 17,544,302 Common Shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

partially-diluted basis financial

"approximately 19.5% of the issued and outstanding Common Shares (on a partially-diluted basis, assuming exercise of the Warrants)"

A partially-diluted basis is a way of counting a company’s shares that includes currently outstanding shares plus certain likely additional shares from things like vested options, warrants, and convertible securities, but excludes more speculative or unissued items. For investors it gives a more realistic view of ownership stakes and per-share figures — like earnings per share — by showing dilution that is probable today, much as counting people with purchased tickets (but not those who might buy later) gives a clearer sense of how full a theater really is.

early warning report regulatory

"An early warning report will be filed by Fairfax in accordance with applicable securities laws"

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

National Instrument 62-103 regulatory

"item 5 of Form 62-103F1 of National Instrument 62-103 – The Early Warning System"

National Instrument 62-103 is a Canadian securities rule that requires public disclosure when someone builds a large ownership stake or launches a takeover attempt for a company’s shares. Think of it as a neighborhood rule that forces anyone buying a big slice of a pie to put up a sign so neighbors know a change of ownership might be coming. For investors it matters because these filings signal potential shifts in control, can move the stock price, and trigger other regulatory steps that affect trading and governance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Fairfax Financial Holdings (FAXRF) report involving Orla Mining Ltd.?

Fairfax reported converting US$150,000,000 principal of Orla Mining senior unsecured convertible notes into 26,582,275 common shares at CDN$7.90 per share. The conversion increased Fairfax’s equity stake in Orla while eliminating that portion of its note holdings.

How many Orla Mining shares does Fairfax (FAXRF) own after the note conversion?

After the conversion, Fairfax holds 58,399,504 Orla Mining common shares through its insurance subsidiaries. It also holds 17,544,302 warrants, giving it both a substantial current equity position and additional potential exposure if the warrants are exercised.

What percentage of Orla Mining does Fairfax (FAXRF) own following this transaction?

Following the transaction, Fairfax holds about 15.7% of Orla’s issued and outstanding common shares on a non‑diluted basis, and approximately 19.5% on a partially‑diluted basis, assuming exercise of all 17,544,302 warrants it holds.

What was Fairfax’s Orla Mining position before converting the US$150M notes?

Before the conversion, Fairfax held 31,817,229 Orla common shares, US$150,000,000 principal amount of senior unsecured convertible notes, and 17,544,302 warrants. That position represented about 9.2% non‑diluted ownership and roughly 19.5% on a partially‑diluted basis.

Why does Fairfax (FAXRF) say it holds its Orla Mining securities?

Fairfax states it holds Orla Mining common shares and warrants for investment purposes. It may buy, hold, vote, trade, or dispose of Orla securities as it deems advisable, considering market prices, Orla’s publicly disclosed operations and strategy, funding availability and alternative investments.

Will Fairfax file an early warning report for its Orla Mining holdings?

Yes. Fairfax indicates that an early warning report will be filed in accordance with applicable securities laws. This report will be available on SEDAR+ and may also be obtained directly from Fairfax’s Vice President, Corporate Development upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 08:51 AM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of: June 2026 Commission File Number: 001-31556

FAIRFAX FINANCIAL HOLDINGS LIMITED
(Name of Registrant)

95 Wellington Street West
Suite 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 June 8, 2026 titled Fairfax Announces Acquisition of Additional Orla Mining Ltd. Common Shares

- 3 -

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 8, 2026		By:	/s/ Derek Bulas
		Name: Title:	Derek Bulas Vice President, Chief Legal Officer and Corporate Secretary

 Exhibit 99.1

FAIRFAX News Release

TSX Stock Symbol: FFH and FFH.U

TORONTO, June 8, 2026

FAIRFAX ANNOUNCES ACQUISITION OF
ADDITIONAL ORLA MINING LTD. COMMON SHARES

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it has acquired, through its insurance company subsidiaries, 26,582,275 common shares (the “Conversion Shares”) of Orla Mining Ltd. (“Orla”) resulting from the conversion of an aggregate amount of US$150,000,000 principal amount of senior unsecured convertible notes (the “Notes”) of Orla, which were converted into common shares of Orla (the “Common Shares”) upon the election of Fairfax at a conversion price per Common Share of CDN$7.90 pursuant to the terms of the Notes.

The Conversion Shares represent approximately 7.1% of the issued and outstanding Common Shares of Orla and brings Fairfax’s total holdings, through its insurance subsidiaries, of Orla’s securities to 58,399,504 Common Shares and 17,544,302 warrants (“Warrants”), which allow Fairfax to acquire up to 17,544,302 Common Shares at an exercise price of CDN$11.50 per Warrant, representing approximately 15.7% of the issued and outstanding Common Shares (on a non-diluted basis) and approximately 19.5% of the issued and outstanding Common Shares (on a partially-diluted basis, assuming exercise of the Warrants). Immediately prior to the conversion of the Notes into Conversion Shares, Fairfax, through its insurance company subsidiaries, beneficially owned and controlled: (i) 31,817,229 Common Shares; (ii) US$150,000,000 principal amount of Notes; and (iii) 17,544,302 Warrants, representing approximately 9.2% of the issued and outstanding Common Shares (on a non-diluted basis) and approximately 19.5% of the issued and outstanding Common Shares (on a partially-diluted basis, assuming conversion of the Notes and exercise of the Warrants).

Fairfax holds the Common Shares and Warrants for investment purposes and in the future, it may discuss with management and/or the board of directors of Orla any of the transactions listed in clauses (a) to (k) of item 5 of Form 62-103F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues and it may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of Orla, in such manner as it deems advisable to benefit from changes in market prices of Orla securities, publicly disclosed changes in the operations of Orla, its business strategy or prospects or from a material transaction of Orla, and it will also consider the availability of funds, evaluation of alternative investments and other factors.

An early warning report will be filed by Fairfax in accordance with applicable securities laws and will be available on SEDAR+ at www.sedarplus.ca or may be obtained directly from John Varnell, Vice President, Corporate Development of Fairfax upon request at the telephone number below. Orla’s head and registered office is located at 1010-1075 W. Georgia St., Vancouver, British Columbia V6E 3C9.

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management. Fairfax’s head and registered office is located at 95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7.

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 6.7 KB