Fairfax Financial arranges share buyback

Executive Summary

• Fairfax Financial Holdings Ltd. announced its intention to commence a new Normal Course Issuer Bid (NCIB) for up to 2,271,157 subordinate voting shares and specified series of preferred shares (Series I, J, K).
• The NCIB will run from September 30 2025 through September 29 2026; purchased subordinate voting shares may be cancelled or used for share‑based payment awards, while preferred shares will be cancelled.
• An Automatic Share Purchase Plan (ASPP) has been entered into to allow purchases during trading blackout periods, enhancing flexibility in executing the bid.

Key Details

• Authorized Purchase Limits:
• Subordinate voting shares: up to 2,271,157 shares
• Series I preferred shares: up to 1,042,010 shares
• Series J preferred shares: up to 157,989 shares

• Series K preferred shares: up to 950,000 shares

• Historical Purchases (existing NCIB):

• 837,057 subordinate voting shares purchased in the prior 12 months at a VWAP of $2,090.47 per share.

• No preferred shares have been purchased under the existing NCIB.

• Purpose of New NCIB:

• To capitalize on what Fairfax views as an attractive investment opportunity for its subordinate voting and preferred shares.

• To enhance the value of remaining subordinate voting shares held by other shareholders.

• Automatic Share Purchase Plan (ASPP):

• Effective September 30 2025; terminates upon reaching purchase limits, NCIB expiry, or Fairfax’s termination.
• Allows purchases during internal trading blackout periods at the broker’s discretion, based on parameters set by Fairfax.

• Outside blackout periods, Fairfax may purchase shares at its discretion under the NCIB.

• Purchase Mechanics:

• All purchases will comply with TSX rules and policies.
• Subordinate voting shares bought may be either cancelled or reserved for future share‑based payment awards.

• Preferred shares purchased will be cancelled.

• Corporate Context: Fairfax is a holding company primarily engaged in property & casualty insurance, reinsurance, and investment management through its subsidiaries.