Fairfax (TSX: FFH) details 19.9% stake in Blue Ant Media after dilution

Rhea-AI Filing Summary

Fairfax Financial Holdings Limited has filed an early warning report about its investment in Blue Ant Media Corporation after changes to its ownership percentage. Blue Ant issued 5,857,979 Subordinate Voting Shares as partial consideration for acquiring Thunderbird Entertainment Group Inc., increasing its outstanding Subordinate Voting Shares from 21,861,388 to 27,719,367.

Before this issuance, Fairfax held 4,964,723 Subordinate Voting Shares, or about 22.5% of Blue Ant’s Subordinate Voting Shares. The Thunderbird-related issuance diluted Fairfax’s stake to roughly 17.9%. Fairfax then purchased an additional 550,000 Subordinate Voting Shares and now holds 5,514,723 shares, representing about 19.9% of the 27,719,367 Subordinate Voting Shares outstanding.

Fairfax states it holds these shares for investment purposes and may in future buy, sell, vote or otherwise deal in Blue Ant shares as it deems appropriate, including in connection with potential strategic transactions involving Blue Ant.

Insights

Equity ownership and governance analyst

Fairfax discloses a near‑20% investment stake in Blue Ant.

Fairfax is updating markets on its position in Blue Ant Media after Blue Ant’s share issuance for the Thunderbird acquisition diluted existing holders. Fairfax’s percentage ownership fell but it partially rebuilt its stake through additional share purchases.

Fairfax now holds 5,514,723 Subordinate Voting Shares, or about 19.9% of Blue Ant’s 27,719,367 Subordinate Voting Shares. This level is below a control threshold but still large enough to be influential, depending on Blue Ant’s shareholder base and voting structure.

The filing emphasizes that Fairfax holds the position for investment purposes and may later buy, sell, or engage around potential strategic transactions. Actual impact depends on future decisions by Fairfax and Blue Ant’s management and board, which would be reflected in subsequent disclosures.

Key Figures

New shares issued for Thunderbird acquisition: 5,857,979 Subordinate Voting Shares Shares outstanding before issuance: 21,861,388 Subordinate Voting Shares Shares outstanding after issuance: 27,719,367 Subordinate Voting Shares +4 more

7 metrics

New shares issued for Thunderbird acquisition 5,857,979 Subordinate Voting Shares Blue Ant consideration for Thunderbird Entertainment acquisition

Shares outstanding before issuance 21,861,388 Subordinate Voting Shares Blue Ant shares outstanding prior to Thunderbird acquisition

Shares outstanding after issuance 27,719,367 Subordinate Voting Shares Blue Ant shares outstanding following Thunderbird acquisition

Fairfax holdings before dilution 4,964,723 shares (22.5%) Fairfax stake before Thunderbird-related share issuance

Fairfax percentage after dilution 17.9% of Subordinate Voting Shares Immediately after Thunderbird-related share issuance

Additional shares acquired by Fairfax 550,000 Subordinate Voting Shares Subsequent Fairfax purchase after dilution

Current Fairfax holdings 5,514,723 shares (19.9%) Fairfax stake in 27,719,367 Blue Ant Subordinate Voting Shares outstanding

Key Terms

early warning report, National Instrument 62-103, Subordinate Voting Shares, take-over bid, +2 more

6 terms

early warning report regulatory

"it has filed an early warning report (the “Early Warning Report”) under National Instrument 62-103"

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

"under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues"

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.

Subordinate Voting Shares financial

"its holdings of subordinate voting shares (“Subordinate Voting Shares”) of Blue Ant Media Corporation"

Subordinate voting shares are a type of company stock that typically carry fewer voting rights than regular shares, meaning holders have less influence over company decisions. They are often used to raise capital while allowing founders or main shareholders to retain control. For investors, understanding the difference helps assess their level of influence in company decisions and the potential risks or benefits of holding different types of shares.

take-over bid regulatory

"The Early Warning System and Related Take-Over Bid and Insider Reporting Issues"

A take-over bid is a formal offer by a buyer to purchase shares of a company, often enough to gain control of it. Think of it like someone making a public offer to buy enough houses on a block so they control the neighborhood — it can push the target’s share price up, change who runs the business, and alter future dividends or strategy, so investors care because it affects the value and control of their holdings.

insider reporting regulatory

"The Early Warning System and Related Take-Over Bid and Insider Reporting Issues"

Insider reporting is the public disclosure of stock trades and holdings by a company’s executives, directors or large shareholders, filed with market regulators so investors can see when people with inside knowledge buy or sell. It matters because these actions can signal confidence or concern about a company’s future—much like a shop owner restocking or clearing shelves, insiders’ moves give clues about how those closest to the business view its prospects.

dilutive effect financial

"which had a dilutive effect on Fairfax’s percentage ownership in the Corporation"

Dilutive effect is what happens when a company issues more shares or converts securities into shares, so each existing shareholder owns a smaller piece of the company and receives a smaller share of future profits. Think of a pizza being cut into more slices: your slice becomes smaller; for investors this can lower earnings-per-share and reduce voting influence, which may affect share value and investment returns.

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

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FAQ

What Blue Ant Media stake does Fairfax Financial (FAXRF) currently hold?

Fairfax currently holds 5,514,723 Blue Ant Subordinate Voting Shares, representing about 19.9% of the 27,719,367 shares outstanding. This follows both dilution from Blue Ant’s Thunderbird acquisition and Fairfax’s subsequent purchase of 550,000 additional shares.

Why did Fairfax Financial (FAXRF) file an early warning report about Blue Ant Media?

Fairfax filed an early warning report because its ownership percentage in Blue Ant changed materially after Blue Ant issued new shares for the Thunderbird acquisition. The report explains the dilution impact and Fairfax’s subsequent share purchases that brought its stake to approximately 19.9%.

How did Blue Ant’s Thunderbird acquisition affect Fairfax’s ownership percentage?

Blue Ant issued 5,857,979 new Subordinate Voting Shares for the Thunderbird acquisition, raising total shares to 27,719,367. Fairfax’s stake fell from about 22.5% to about 17.9% solely due to this issuance, before it later bought additional shares.

How many Blue Ant shares did Fairfax Financial add after the dilution event?

After dilution from the Thunderbird-related share issuance, Fairfax acquired an additional 550,000 Blue Ant Subordinate Voting Shares. This increased its holdings from 4,964,723 to 5,514,723 shares and lifted its ownership percentage to roughly 19.9% of shares outstanding.

What are Fairfax Financial’s stated intentions for its Blue Ant Media investment?

Fairfax states it holds Blue Ant Subordinate Voting Shares for investment purposes. It may in future purchase, hold, vote, trade, dispose of, or otherwise deal in the shares as it deems advisable, including in connection with possible sales, mergers, or other material transactions involving Blue Ant.

Where can investors find Fairfax’s early warning report on Blue Ant Media?

The early warning report will be available on SEDAR+ at www.sedarplus.com. It can also be obtained directly from Fairfax by contacting John Varnell, Vice President, Corporate Development, at the phone number provided in the disclosure.

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 o Form 40-F x

EXHIBIT INDEX 

Exhibit		Description of Exhibit
99.1		News Release dated June 5, 2026 titled Fairfax Files Early Warning Report in Respect of Blue Ant Media

- 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 5, 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 5, 2026

FAIRFAX FILES EARLY WARNING REPORT
IN RESPECT OF BLUE ANT MEDIA

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announced today that it has filed an early warning report (the “Early Warning Report”) under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with its holdings of subordinate voting shares (“Subordinate Voting Shares”) of Blue Ant Media Corporation (TSX: BAMI) (“Blue Ant” or the “Corporation”).

On January 28, 2026, the Corporation completed its acquisition of Thunderbird Entertainment Group Inc. (“Thunderbird”), pursuant to which the Corporation issued 5,857,979 Subordinate Voting Shares as partial consideration for the Thunderbird acquisition. As a result of this share issuance, the total number of outstanding Subordinate Voting Shares of the Corporation increased from 21,861,388 to 27,719,367, which had a dilutive effect on Fairfax’s percentage ownership in the Corporation.

Immediately prior to the Thunderbird acquisition, Fairfax held 4,964,723 Subordinate Voting Shares of the Corporation, representing approximately 22.5% of the then-outstanding Subordinate Voting Shares. Following the completion of the Thunderbird acquisition and the resulting issuance of 5,857,979 new Subordinate Voting Shares, Fairfax’s percentage ownership was diluted to approximately 17.9% of the outstanding Subordinate Voting Shares. Fairfax subsequently acquired 550,000 Subordinate Voting Shares. As a result, Fairfax now holds an aggregate of 5,514,723 Subordinate Voting Shares of the Corporation, representing approximately 19.9% of the 27,719,367 Subordinate Voting Shares currently outstanding.

Fairfax holds the Subordinate Voting Shares for investment purposes and, in the future, it may discuss with management and the board of directors of Blue Ant any of the transactions listed in clauses (a) to (k) of item 5 of 62-103F1 and may further purchase, hold, vote, trade, dispose or otherwise deal in the Subordinate Voting Shares in such manner as it deems advisable to benefit from changes in market prices of such securities, publicly disclosed changes in the operations of Blue Ant, its business strategy or prospects or from any sale, merger or other material transaction involving Blue Ant.

An early warning report will be filed by Fairfax in accordance with applicable securities laws and will be available on SEDAR+ at www.sedarplus.com or may be obtained directly from John Varnell, Vice President, Corporate Development of Fairfax upon request at the telephone number below. Blue Ant’s head and registered office is located at 99 Atlantic Avenue, 4th Floor, Toronto, Ontario M6K 3J8. Fairfax’s head and registered office is located at 95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7.

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

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

-30-

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 7.9 KB