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:
EXHIBIT INDEX
| Exhibit |
|
Description
of Exhibit |
| 99.1 |
|
News
Release dated June 16, 2026 titled Fairfax Announces Completion of Kennedy Wilson Take-Private Transaction |
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: |
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,
June 16, 2026
FAIRFAX ANNOUNCES
COMPLETION OF KENNEDY WILSON TAKE-PRIVATE TRANSACTION
Fairfax Financial
Holdings Limited (TSX: FFH and FFH.U) (“Fairfax”) announced today that the previously announced acquisition of Kennedy-Wilson
Holdings, Inc. (“Kennedy Wilson”) by an entity affiliated with a consortium (the “Consortium”)
led by William McMorrow, Chairman and Chief Executive Officer of Kennedy Wilson, certain other senior executives of the Company (collectively,
the “KW Management Group”), and certain affiliates of Fairfax for US$10.90 per share in cash pursuant to a Merger
Agreement has been completed. The KW Management Group, led by William McMorrow, has effective and operational control of and continues
to lead and have ultimate responsibility for Kennedy Wilson and its subsidiaries while Fairfax holds a majority of the economic interest.
In addition, an
affiliate of the Consortium (the “Borrower”) entered into a Term Loan Credit Agreement (the “Credit Agreement”)
pursuant to which it obtained a three-year US$1.3 billion term loan facility. In connection with the Credit Agreement, Fairfax agreed
to provide a stand-by guarantee pursuant to which Fairfax would agree, upon the occurrence of certain events under the Credit Agreement,
to guarantee in favour of the lenders the obligations of the Borrower under the Credit Agreement.
About Fairfax
Fairfax Financial
Holdings Limited is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance
and the associated investment management.
Fairfax Financial
Holdings Limited’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
Certain statements
contained herein may constitute “forward-looking statements” and are made pursuant to the “safe harbour” provisions
of applicable Canadian and U.S. securities laws. Such forward-looking statements are subject to known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of Fairfax to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited
to: our ability to complete acquisitions and other strategic transactions on the terms and 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 severity exceeding our estimates; changes
in market variables, including unfavourable changes in interest rates, foreign exchange rates, equity prices and credit spreads, which
could negatively affect our operating results and investment portfolio; 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; exposure to credit risk in the event our reinsurers fail to make payments to us
under our reinsurance arrangements; exposure to credit risk in the event our insureds, insurance producers or reinsurance intermediaries
fail to remit premiums that are owed to us or failure by our insureds to reimburse us for deductibles that are paid by us on their behalf;
our inability to maintain our long term debt ratings, the inability of our subsidiaries to maintain financial or claims paying ability
ratings and the impact of a downgrade of such ratings on derivative transactions that we or our subsidiaries have entered into; risks
associated with implementing our business strategies; the timing of claims payments being sooner or the receipt of reinsurance recoverables
being later than anticipated by us; risks associated with any use we may make of derivative instruments; the failure of any hedging methods
we may employ to achieve their desired risk management objective; 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 access cash of our subsidiaries; an increase in the amount of capital that we and our
subsidiaries are required to maintain and our inability to obtain required levels of capital on favourable terms, if at all; the loss
of key employees; our inability to obtain reinsurance coverage in sufficient amounts, at reasonable prices or on terms that adequately
protect us; the passage of legislation subjecting our businesses to additional adverse requirements, supervision or 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 and in foreign jurisdictions in which
we operate; risks associated with government investigations of, and litigation and negative publicity related to, insurance industry
practice or any other conduct; risks associated with political and other developments in foreign jurisdictions in which we operate; risks
associated with legal or regulatory proceedings or significant litigation; failures or security breaches of our computer and data processing
systems; the influence exercisable by our significant shareholder; adverse fluctuations in foreign currency exchange rates; our dependence
on independent brokers over whom we exercise little control; financial reporting risks relating to deferred taxes associated with amendments
to IAS 12 – Income Taxes; impairment of the carrying value of our goodwill, indefinite-lived intangible assets or investments in
associates; our failure to realize deferred income tax assets; risks associated with Canadian or foreign tax laws, or the interpretation
thereof; technological or other change that adversely impacts demand, or the premiums payable, for the insurance coverages we offer;
disruptions of our information technology systems; assessments and shared market mechanisms that may adversely affect our insurance subsidiaries;
risks associated with economic disruptions from global conflicts and the development of other geopolitical events worldwide; and risks
associated with 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 at www.fairfax.ca and 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.
