MERCER INTERNATIONAL INC.

Note 1. The Company and Summary of Significant Accounting Policies

Background

Mercer International Inc. (“Mercer Inc.”) is a Washington corporation and its shares of common stock are quoted and listed for trading on the NASDAQ Global Select Market.

Mercer Inc. owns and operates four pulp manufacturing facilities, two in Canada andtwo in Germany, one sawmill andone timber processing and value-add pallet production facility in Germany. The Company also owns three mass timber production facilities, two located in the U.S. and one in Canada.

In these consolidated financial statements, unless otherwise indicated, all amounts are expressed in U.S. dollars (“$”). The symbol “€” refers to euros and the symbol “C$” refers to Canadian dollars.

Basis of Presentation

These consolidated financial statements contained herein include the accounts of Mercer Inc. and all of its subsidiaries (collectively, the “Company”). The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). All significant intercompany balances and transactions have been eliminated upon consolidation.

Mercer Inc. owns 100% of its subsidiaries. In 2024, the Company disposed of its 50% joint venture interest in Cariboo Pulp & Paper Company (“CPP”) with West Fraser Mills Ltd. (“West Fraser”) which prior to the disposal was accounted for using the equity method.

Use of Estimates

Preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant management judgment is required in determining the accounting for, among other things, future cash flows associated with impairment testing for long-lived assets, depreciation and amortization, pension and other post-retirement benefit obligations, deferred income taxes (valuation allowance and permanent reinvestment), revenues under long-term contracts, inventory impairment, legal liabilities and contingencies. Actual results could differ materially from these estimates, and changes in these estimates are recorded when known.

Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents include cash held in bank accounts and highly liquid investments with original maturities of three months or less.

Accounts Receivable

Accounts receivable are recorded at cost, net of an allowance for doubtful accounts. The Company reviews the collectability of accounts receivable at each reporting date and maintains an allowance for doubtful accounts at an amount estimated to cover the expected losses on uninsured accounts receivable. Any amounts that are determined to be uncollectible and uninsured are offset against the allowance. The allowance is based on the Company’s evaluation of numerous factors, including the payment history, financial position of the debtors and current market conditions.

The Company’s credit risk associated with its sales is currently managed through the purchase of credit insurance, obtaining letters of credit and setting credit limits prior to the sale. The Company reviews new customers’ credit history before granting credit and conducts regular reviews of existing customers’ credit.

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Inventories

Inventories of raw materials, finished goods and work in progress are valued at the lower of cost or net realizable value and are released from inventory on the same basis. Spare parts and other materials are valued at the lower of cost and replacement cost. Cost includes labor, materials and production overhead and is determined by using the weighted-average cost method. Raw materials inventories include pulp logs, sawlogs, wood chips and lumber. These inventories are located both at the mills, or facilities, and at various offsite locations. In accordance with industry practice, physical inventory counts utilize standardized techniques to estimate quantities of such inventory volumes. These techniques historically have provided reasonable estimates of such inventories.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation of buildings and production equipment is based on the estimated useful lives of the assets and is computed using the straight-line method. The amortization periods have been provided in the Property, Plant and Equipment, Net Note.

The costs of major rebuilds, replacements and those expenditures that substantially increase the useful lives of existing property, plant and equipment are capitalized. The Company capitalizes interest on borrowings during the construction period of major capital projects as part of the related asset. The cost of repairs and maintenance as well as planned shutdown maintenance performed on manufacturing facilities, composed of labor, materials and other incremental costs, is recognized as an expense in the Consolidated Statements of Operations as incurred.

The Company provides for asset retirement obligations when there is a legislated or contractual basis for those obligations. An obligation is recorded as a liability at fair value in the period in which the Company incurs a legal obligation associated with the retirement of an asset. The associated costs are capitalized as part of the carrying value of the related asset and amortized over its remaining useful life. The liability is accreted using a credit adjusted risk-free interest rate.

Impairment of Long-Lived Assets

The unit of account for impairment testing for long-lived assets is its “Asset Group”, which includes property, plant and equipment and amortizable intangible assets, and liabilities directly related to those assets. The Company evaluates an Asset Group for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, such as continuing operating losses. When an indicator that the carrying value of an Asset Group may not be recoverable is triggered, the Company compares the carrying value of the Asset Group to its forecasted undiscounted future cash flows. If the carrying value of the Asset Group is greater than the forecasted undiscounted future cash flows, an impairment charge is recorded based on the excess of the Asset Group’s carrying value over its fair value.

Leases

The Company determines if a contract contains a lease at inception. Leases are classified as either operating or finance leases. Leases with a term of less than 12 months are not recorded in the Consolidated Balance Sheets, and are expensed over the term of the lease in the Consolidated Statements of Operations.

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Operating and finance lease right-of-use assets and the related liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the term of the lease. Renewal and termination options are included in the lease terms when it is reasonably certain that they will be exercised. In determining the present value of lease payments, the Company uses the implicit rate when readily determinable, or the Company’s estimated incremental borrowing rate, which is based on information available at the lease commencement date.

Government Grants

The Company records grants from federal, provincial and state governments when the conditions of their receipt are complied with and there is reasonable assurance that the grants will be received. Grants related to assets are government grants whose primary condition is that the company qualifying for them should purchase, construct or otherwise acquire long-term assets. Secondary conditions may also be attached, including restricting the type or location of the assets and/or other conditions that must be met. Grants related to assets are deducted from the cost of the assets in the Consolidated Balance Sheets and amortized over the same period as the related asset in “Cost of sales depreciation and amortization” in the Consolidated Statements of Operations. Grants related to income are government grants which are either unconditional, related to reduced environmental emissions or related to the Company’s normal business operations, and are reported as a reduction of related expenses in the Consolidated Statements of Operations.

The Company is required to pay certain fees based on wastewater emissions at its German mills. Accrued fees can be reduced upon the mills’ demonstration of improved wastewater emissions. The fees are expensed as incurred and the fee reduction is recognized once the Company has reasonable assurance that the German regulators will accept the lower level of wastewater emissions. Both the fees and the fee reduction are recognized in “Cost of sales, excluding depreciation and amortization” in the Consolidated Statements of Operations. There may be a significant period of time between recognition of the wastewater expense and recognition of the wastewater fee reduction.

Amortizable Intangible Assets

Amortizable intangible assets are stated at cost less accumulated amortization. Amortization is based on the estimated useful lives of the intangible assets and is computed using the straight-line method. The amortization periods have been provided in the Amortizable Intangible Assets, Net Note.

Pension Plans

The Company maintains defined benefit pension plans for its Peace River employees and its salaried employees at the Celgar mill which are funded and non-contributory. The cost of the benefits earned by the employees is determined using the projected unit credit benefit method prorated on years of service. The pension expense reflects the current service cost, the interest on the unfunded liability and the amortization over the estimated average remaining service life of the employees of: (i) prior service costs, and (ii) the net actuarial gain or loss that exceeds 10% of the greater of the accrued benefit obligation and the fair value of plan assets as of the beginning of the year. The Company recognizes the net funded status of the plan.

The Company also has a multiemployer pension plan and defined contribution plans for which contributions are expensed in the Consolidated Statements of Operations.

Foreign Operations and Currency Translation

The Company determines its foreign subsidiaries’ functional currency by reviewing the currency of the primary economic environment in which the foreign subsidiaries operate, which is normally the currency of the environment in which the foreign subsidiaries generate and expend cash. The Company translates assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using the rate in effect at the balance sheet date and revenues and expenses are translated at the average rate of exchange throughout the period. Foreign currency translation gains and losses are recognized within “Accumulated other comprehensive loss” in the Consolidated Balance Sheets.

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Transactions in foreign currencies are translated to the respective functional currencies of each operation using exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency using the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies are translated to the functional currency using historical exchange rates. Gains and losses resulting from foreign currency transactions related to operating activities are included in “Cost of sales, excluding depreciation and amortization” while those related to non-operating activities are included in “Other income” in the Consolidated Statements of Operations.

Where intercompany loans are of a long-term investment nature, exchange rate changes are included as a foreign currency translation adjustment within “Accumulated other comprehensive loss” in the Consolidated Balance Sheets.

Revenue Recognition

The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally this occurs with the transfer of control of the products sold. Transfer of control to the customer is based on the standardized shipping terms in the contract as this determines when the Company has the right to payment, the customer has legal title to the asset and the customer has the risks of ownership. Payment is due, and revenue and a receivable is recognized after control has transferred to the customer. Payment terms are defined in the contract as typically due within three months after control has transferred to the customer, and as such, the contract does not have a significant financing component.

A contract liability is created when the customer prepays for goods prior to the Company transferring control over those goods to the customer. The contract liability is reduced and revenue is recognized once control of the goods is transferred to the customer.

The Company excludes value-added taxes, sales and other taxes it collects from the customer on behalf of third parties concurrent with revenue-producing activities from revenues.

The Company may arrange shipping and handling activities as part of the sale of its products. The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of the product as a fulfillment cost rather than as an additional promised service.

The following is a description of the principal activities from which the Company generates its revenues. For a breakdown of revenues by product and geographic location see the Segment Information Note.

Pulp and Lumber Revenues

For European sales sent by truck or train from the mills directly to the customer, the contracted sales terms are such that control transfers once the truck or train leaves the mill. For orders sent by ocean freighter, the contract terms state that control transfers at the time the product passes the ship’s rail. For North American sales shipped by truck or train, the contracts state that control transfers once the truck or train has arrived at the customer’s specified location.

The transaction price is included in the sales contract and is net of customer discounts, rebates and other selling concessions.

The Company’s pulp sales are to tissue and paper producers and the Company’s lumber sales are to manufacturers and retailers. The Company’s sales in Europe and North America are direct to the customer. The Company’s pulp sales to overseas customers are primarily through third-party sales agents and the Company’s lumber sales to overseas customers are either direct to the customer or through third-party sales agents. The Company is the principal in all of the arrangements with third-party sales agents.

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Energy Revenues

Energy sales are to utility companies in Canada and Germany. Sales of energy are recognized as the electricity is consumed by the customer and is based on contractual usage rates and meter readings that measure electricity consumption.

Pallet, Chemical, Biofuel and Wood Residual Revenues

Pallet, chemical, biofuel and wood residual revenues sold from the German mills are sold primarily into the European market. Pallet and biofuel sales are sold to the customer or to a trader. Chemical and wood residual sales are sold direct to the customer. These sales typically have shipping terms where control transfers once the product is loaded onto the truck at the mill.

Mass Timber Revenues

Mass timber includes cross-laminated timber (“CLT”) and glue-laminated timber (“glulam”), manufactured at our mass timber production facilities. A mass timber sales contract will typically represent a single distinct performance obligation due to the highly interdependent and interrelated nature of the underlying goods and services provided.

Mass timber contract revenue is recognized over the contract term as the work progresses because of the continuous transfer of control to the customer. The customer typically controls the work in process as evidenced by the Company's right to payment of the transaction price associated with work performed to date on products or services that do not have an alternative use to the Company.

The accounting for the mass timber contracts involves a judgmental process of estimating total sales, costs and profit for the performance obligation. Cost of sales is recognized as incurred. The amount reported as revenues is determined by adding a proportionate amount of the estimated profit to the amount reported as cost of sales. Recognizing revenue as costs are incurred provides an objective measure of progress and thereby best depicts the extent of transfer of control to the customer. Changes in estimated revenues, cost of sales and the related effect on operating income (loss) are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on the contract’s percentage-of-completion.

The Company has elected to omit disclosure of information about the transaction price allocated to remaining performance obligations and when revenue will be recognized for its mass timber contracts as these contracts are expected to be completed within 12 months.

Shipping and Handling Costs

Amounts charged to customers for shipping and handling costs are recognized in “Revenues” in the Consolidated Statements of Operations. Shipping and handling costs incurred by the Company are included in “Cost of sales, excluding depreciation and amortization” in the Consolidated Statements of Operations at the time the related revenue is recognized.

Insurance Claims

The Company records business interruption insurance proceeds once the insurance provider acknowledges that the claim is covered and agrees in writing to the amount to be paid for the claim. The Company reports business interruption insurance proceeds in “Cost of sales, excluding depreciation and amortization” in the Consolidated Statements of Operations.

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The Company records property insurance proceeds up to the amount of the related impairment when it is probable the proceeds will be received. Proceeds in excess of the impairment are recorded once the insurance provider acknowledges that the claim is covered and agrees in writing to the amount to be paid for the claim. The Company reports property insurance proceeds in the same line item in which the related impairment was recognized in the Consolidated Statements of Operations.

Stock-Based Compensation

The Company's stock incentive plan consists of stock options, restricted stock units (“RSUs”), deferred stock units (“DSUs”), restricted shares, performance shares, performance share units (“PSUs”) and stock appreciation rights. The stock-based compensation expense is recognized over an award’s requisite service period based on the award’s fair value in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations. The Company issues new shares upon the exercise of stock-based compensation awards.

PSUs provide the holder the right to receive upon vesting a common share of the Company, a cash payment or a combination of common shares or cash, as determined by the Company, if certain market and/or performance goals established by the Company are met. The performance objective period is generally three years. The fair value of PSUs granted with a performance condition is based on the expected number of shares to be awarded and the quoted price of the Company’s shares on the grant date. The fair value of PSUs granted with a market condition is estimated using a Monte Carlo simulation model which utilizes inputs such as the current share price, expected volatility and a risk-free interest rate.

The fair value of equity settled restricted shares, RSUs, and DSUs (“Equity DSUs”) is based on the quoted price of the Company’s shares on the grant date. The vesting period for restricted shares and Equity DSUs is generallyone year. The vesting period for RSUs is generally three years.

DSUs which are settled in cash (“Cash Only DSUs”), are settled based on the quoted price of the Company's shares on the redemption date. Prior to its settlement, Cash Only DSUs are accounted for as a liability and measured based on the quoted price of the Company's shares on the balance sheet date. The change in the fair value of the outstanding Cash Only DSUs is recorded as an expense in the Consolidated Statements of Operations. The vesting period is generallyone year or less.

Income Taxes

Deferred income taxes are recognized using the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating loss and tax credit carryforwards. Valuation allowances are provided if, after considering both positive and negative available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.

Deferred income taxes are determined separately for each tax-paying component of the Company. For each tax-paying component, all deferred tax liabilities and assets are offset and presented as a single net amount.

Derivative Financial Instruments

The Company occasionally enters into derivative financial instruments to manage certain market risks. These derivative instruments are not designated as hedging instruments and accordingly, are recorded at fair value in the Consolidated Balance Sheets with the changes in fair value recognized in “Other income” in the Consolidated Statements of Operations. Periodically, the Company enters into derivative contracts to purchase materials for its own use, and also enter into contracts to sell commodities that result in physical delivery. As these contracts result in physical delivery and are intended to be utilized or sold as part of the Company’s ordinary course of business, they qualify for the normal purchases and normal sales exception and as such are exempt from mark-to-market accounting.

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Fair Value Measurements

The fair value methodologies and, as a result, the fair value of the Company’s assets and liabilities measured at fair value are determined based on the fair value hierarchy provided in the Fair Value Measurements and Disclosures topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, and are as follows:

Level 1 – Valuations based on quoted prices in active markets for identical assets and liabilities.

Level 2 – Valuations based on observable inputs in active markets for similar assets and liabilities, other than Level 1 prices, such as quoted commodity prices or interest or currency exchange rates.

Level 3 – Valuations based on significant unobservable inputs that are supported by little or no market activity, such as discounted cash flow methodologies based on internal cash flow forecasts.

The financial instrument’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Net Income (Loss) Per Common Share

Basic net income (loss) per common shareis computed by dividing net income (loss) by the weighted average number of common shares outstanding in the period. Diluted net income (loss) per common share is calculated to give effect to all potentially dilutive common shares outstanding by applying the “Treasury Stock” and “If-Converted” methods. Instruments that could have a potentially dilutive effect on the Company’s weighted average shares outstanding include all or a portion of outstanding stock options, RSUs, Equity DSUs, restricted shares, performance shares, PSUs and stock appreciation rights.

Assets and Liabilities Classified as Held for Sale

Assets (and disposal groups) are classified as held for sale if their carrying amount will be recovered primarily through a sale as opposed to continued use by the Company. Assets (and disposal groups) to be disposed that meet the held for sale criteria are reported at the lower of their carrying amount and fair value less costs to sell and are no longer depreciated.

Operating Segments

An operating segment is a component of the Company for which discrete financial information is available and whose operating results are regularly reviewed by the Company’s chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and that engages in business activities from which it may earn revenue and incur expenses, including revenue and expenses that relate to transactions with any of the Company’s other operations. The Company makes adjustments and eliminations in preparing the financial statements and allocates revenues, expenses, and gains and losses in determining the reported segment performance measures, only if they are included in the performance measures used by the CODM.

New Accounting Pronouncements Adopted

Improvements to Income Tax Disclosures

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, which requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid. The amendments improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information by jurisdiction. ASU 2023-09 iseffective for annual periods beginning after December 15, 2024. The Company has elected to apply this guidance prospectively in the Income Taxes Note by providing the required disclosures for the period ended December 31, 2025 and continuing to provide the pre-ASU 2023-09 disclosures for the comparative periods.

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Accounting Pronouncements to be Adopted

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which expands disclosures about specific expense categories presented on the face of the statement of operations and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, and depreciation and amortization) in commonly presented expense captions (such as cost of sales and selling, general and administrative expenses). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods thereafter with early adoption permitted. The Company is currently assessing the impact of ASU 2024-03 to the consolidated financial statements.

Note 2. Disposal of Investment in Joint Venture

In 2024, the Company entered into an agreement with West Fraser to dissolve the CPP joint venture and effectively relinquished its contractual sharing of control over the joint venture. A non-cash loss in the Consolidated Statements of Operations of $23,645 was recognized as the estimated proceeds, comprised of inventory, were less than the net carrying amount of the disposal group. The disposal group included the equity investment and the actuarial gains related to a defined benefit pension plan recognized in “Accumulated other comprehensive loss” in the Consolidated Balance Sheet. The estimated fair value of the proceeds was determined using Level 2 inputs based on the market value of inventory.

Note 3. Assets and Liabilities Classified as Held for Sale

In 2023, the Company committed to a plan to sell the sandalwood business and classified the assets and associated liabilities of the business, referred to as the “disposal group”, as held for sale. Concurrently with this classification, the Company determined the net book value of the disposal group exceeded its estimated fair value and recognized a non-cash impairment charge of $33,734 in the Consolidated Statements of Operations.

In 2024 and 2025, substantially all the assets and liabilities were sold or settled in line with their initial estimated fair values and therefore, no gain or loss was recognized upon disposal or settlement.

Note 4. Business Interruption Insurance

For the year ended December 31, 2025, there wereno business interruption insurance claims.

For the year ended December 31, 2024, the Company received business interruption insurance payments of C$2.3 million ($1,688) and property insurance payments of C$1.1 million ($773) as a result of damage to the Celgar mill’s lime kiln equipment.

For the year ended December 31, 2023, the Company received business interruption insurance payments of €15.2

million ($16,553) as a result of damage to the Rosenthal mill’s turbine in 2021. In 2023, the Company also received

business interruption insurance payments of €16.3 million ($17,665) and property insurance payments of €11.2 million ($12,203) related to a fire which occurred in the woodyard of the Stendal mill in 2022.

The business interruption and property insurance proceeds were recognized in “Cost of sales, excluding depreciation and amortization” in the Consolidated Statements of Operations.

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Note 5. Accounts Receivable, Net

Accounts receivable, net as of December 31,2025 and December 31, 2024, was comprised of the following:

Note 6. Inventories

Inventories as of December 31,2025 and December 31, 2024, were comprised of the following:

For the year ended December 31, 2025, the Company recorded inventory impairment charges of$54,400 primarily as a result of low pulp prices and high fiber costs. As of December 31, 2025,$17,800 of the write-down was recorded against raw materials inventory and$5,200 was recorded against finished goods inventory.

For the year ended December 31, 2024, the Company recorded inventory impairment charges of $9,000 as a result of low hardwood pulp prices. As of December 31,2024, $3,500 of the write-down was recorded against raw materials inventory and $1,500 was recorded against finished goods inventory.

The inventory impairment charges are recorded in "Cost of sales, excluding depreciation and amortization" in the Consolidated Statements of Operations.

Note 7. Property, Plant and Equipment, Net

Property, plant and equipment, net as of December 31,2025 and December 31, 2024, was comprised of the following:

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In late 2025, a revised forecast reflecting sustained weakness in hardwood pulp prices led the Company to perform a recoverability test on the long-lived assets of its Peace River mill, referred to as the “asset group”. Based on this assessment, the Company determined that the asset group’s carrying value was not recoverable through forecasted undiscounted future cash flows. Consequently, an impairment charge of $203,435 was recognized, representing the excess of the asset group’s carrying value of $328,720 over its estimated fair value of$125,285. Of the total impairment, the Company charged $176,944 and $26,491 against property, plant, and equipment and intangible assets, respectively. The remaining assets within the asset group are reported under the pulp segment. The asset group’s fair value is a Level 3 measurement derived from a discounted cash flow model. This valuation relies on significant unobservable inputs, including estimated periods of operation, future production and sales volumes, selling prices, fiber costs, and long-term growth and discount rates. The model utilizes a 2% long-term growth rate and an 11.5% discount rate. Estimated selling prices were derived from forecasts provided by an independent third-party pricing service.

In 2025, the Company recognized an impairment loss of $12,247 related to certain non-core equipment identified as obsolete. Based on the results of a recoverability test, the Company determined these assets had no future service potential and were written down to their estimated fair value of approximately $1,144. The fair value measurement of the non-core equipment was determined using Level 3 unobservable inputs, reflecting management's assessment of nominal salvage value and the absence of an active secondary market.

As of December 31, 2025, property, plant and equipment was net of$92,442 of unamortized government grants (2024 –$107,196). Amortization expense related to government grants for the year ended December 31, 2025 was$15,694 (2024 –$18,233; 2023 –$18,720). In 2025, the Company received government grants of$3,357 (2024 –$787; 2023 – $5,569). The 2025 government grants partially funded strategic projects at our mass timber facilities and the Celgar mill wood room. These grants were netted against “Property, plant and equipment, net” in the Consolidated Balance Sheets.

The Company maintains industrial landfills on its premises for the disposal of waste, primarily from the mills’ pulp processing activities. The mills have obligations under their landfill permits to decommission these disposal facilities pursuant to certain regulations. As of December 31, 2025, the Company had recorded$10,648 (2024 –$9,931) of asset retirement obligations in “Other long-term liabilities” in the Consolidated Balance Sheets.

Note 8. Amortizable Intangible Assets, Net

Amortizable intangible assets, net as of December 31,2025 and December 31, 2024, were comprised of the following:

In connection with the Peace River mill recoverability test, the Company recognized an impairment charge of $26,491 in 2025, comprised of $25,876 against timber cutting rights and the remainder against software and other intangible assets. See the Property, Plant and Equipment, Net Note for additional detail.

Amortization expense related to intangible assets for the year ended December 31, 2025 was$6,711 (2024 –$5,953; 2023 –$13,645).

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Amortization expense for the next five years related to intangible assets as of December 31,2025 is expected to be as follows:

Note 9. Goodwill

In 2024, the Company performed an impairment test for goodwill assigned to the Torgau facility, the reporting unit, due to ongoing weakness in lumber, pallet and biofuels markets in Europe stemming from high interest rates and other economic conditions. The fair value measurement of the reporting unit is classified as Level 3 in the fair value hierarchy as it was determined based on a discounted cash flow model which uses significant unobservable inputs, including future estimated sales volumes, selling prices and costs, capital expenditures and the discount rate. As a result of the lower revised cash flow forecast, the impairment test showed the fair value of the reporting unit was less than its carrying value and this difference was greater than the carrying value of the goodwill. Accordingly, the Company recognized an impairment against all of the goodwill in 2024.

Note 10. Accounts Payable and Other

Accounts payable and other as of December 31,2025 and December 31, 2024, was comprised of the following:

(a)

Revenues recognized for the year ended December 31, 2025 and 2024 from amounts recorded as deposits,

advances or progress billings within “Accounts payable and other” at the beginning of each year were$4,345

and$15,262, respectively.

(b)

The Company is required to pay certain fees based on wastewater emissions at its German mills. Accrued fees can be reduced upon the mills’ demonstration of improved wastewater emissions. Reduction to the wastewater fee for the year ended December 31, 2025 was approximately $nil (2024 –$2,189; 2023 –$4,348).

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Note 11. Debt

Debt as of December 31,2025 and December 31, 2024, was comprised of the following:

The maturities of the principal portion of debt as of December 31,2025 were as follows:

Certain of the Company’s debt instruments were issued under agreements which, among other things, may limit its ability and the ability of its subsidiaries to make certain payments, including dividends. These limitations are subject to specific exceptions. As of December 31,2025, the Company was in compliance with the terms of its debt agreements.

(a)

In October 2024, the Company completed a $200,000 add-on offering of the existing 12.875% senior notes which mature on October 1, 2028 (the “2028 Senior Notes”) at a 103.000% premium to their principal amount. The net proceeds of the offerings were $202,008 after deducting the underwriter's discount and offering expenses. The net proceeds and cash on hand were used to redeem $300,000 in principal amount of senior notes which were to mature in January 2026.

In September 2023, the Company issued $200,000 in aggregate principal amount of 2028 Senior Notes. The net proceeds from this issuance was $195,668 after deducting the underwriter’s discount and offering expenses.

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The senior notes which mature on February 1, 2029 (the “2029 Senior Notes” and collectively with the 2028 Senior Notes, the “Senior Notes”) and the 2028 Senior Notes are general unsecured senior obligations of the Company. The Company may redeem all or a part of the Senior Notes upon not less than 10 days’ or more than 60 days’ notice at the redemption price plus accrued and unpaid interest to (but not including) the applicable redemption date.

The 2029 Senior Notes can be redeemed at 100.00% of their principal amount. The following table presents the redemption prices (expressed as percentages of principal amount) and the redemption periods of the 2028 Senior Notes:

(b)

A €370.1 million joint revolving credit facility for the German mills that matures in September 2027. Borrowings under the facility are unsecured and bear interest at Euribor plus a variable margin ranging from 1.40% to 2.35% dependent on conditions including but not limited to a prescribed leverage ratio. The facility is sustainability linked whereby the interest rate margin is subject to upward or downward adjustments of up to 0.05% per annum if the Company achieves, or fails to achieve, certain specified sustainability targets. As of December 31, 2025, approximately€171.0 million ($200,925) of this facility was drawn and accruing interest at a rate of 3.310%, approximately€14.4 million ($16,958) was supporting bank guarantees and approximately€184.7 million ($217,014) was available.

(c)

A C$160.0 million joint revolving credit facility for the Celgar mill, Peace River mill and certain other Canadian subsidiaries that matures in January 2027. The facility is available by way of: (i) Canadian dollar denominated advances, which bear interest at adesignated prime rate per annum; (ii)Canadian dollar denominated advances, which bear interest at the applicable Adjusted Term Canadian Overnight Repo Rate Average plus 1.20% to 1.45% per annum; (iii) dollar denominated base rate advances at the greater of thefederal funds rate plus 0.50%, an Adjusted Term Secured Overnight Financing Rate (“SOFR”) for a one month tenor plus 1.00% and thebank’s applicable reference rate for dollar denominated loans; and (iv) dollar denominated SOFR advances, which bear interest at Adjusted Term SOFR plus 1.20% to 1.45% per annum. As of December 31, 2025, approximately C$129.9 million ($94,758) of this facility was drawn and accruing interest at a rate of 4.270%, approximately C$0.6 million ($470)was supporting letters of credit and approximately C$17.5 million ($12,753) was available.

(d)

A €2.6 million demand loan for Rosenthal that does not have a maturity date. Borrowings under this facility are unsecured and bear interest at the rate of thethree-month Euribor plus 2.50%. As of December 31,2025, approximately€2.6 million of this facility was supporting bank guarantees and approximately$nil was available.

(e)

In October 2025, the Company entered into a C$20.0 million revolving credit facility for the Celgar mill and Peace River mill that matures in August 2027. This facility is available through letters of credit denominated in Canadian dollars and dollars, which incur fees at the greater of 0.50% per annum of the face amount of the letter of credit or C$300. The facility and all letters of credit issued under the facility are guaranteed by Export Development Canada until August 2026. As of December 31,2025, C$1.1 million ($800) of this facility was supporting letters of credit and approximately C$18.9 million ($13,792) was available.

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Note 12. Pension and Other Post-Retirement Benefit Obligations

Defined Benefit Plans

Pension benefits are based on employees’ earnings and years of service. The defined benefit plans are funded by contributions from the Company based on actuarial estimates and statutory requirements. Information about the Celgar and Peace River defined benefit plans, in aggregate for the year ended December 31,2025 was as follows:

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Information about the Celgar and Peace River defined benefit plans, in aggregate for the year ended December 31, 2024 was as follows:

The components of the net benefit cost other than service cost are recognized in “Other income” in the Consolidated Statements of Operations. The amortization of unrecognized items relates to net actuarial losses (gains) and prior service costs.

The Company anticipates that it will make contributions to the defined benefit plans of approximately $nil in 2026. Estimated future benefit payments under these plans as of December 31,2025 were as follows:

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Weighted Average Assumptions

The weighted-average assumptions used to determine the benefit obligations at the measurement dates and the net benefit costs for the years ended December 31,2025, 2024 and 2023 were as follows for Celgar’s defined benefit plan:

The weighted-average assumptions used to determine the benefit obligations at the measurement dates and the net benefit costs for the years ended December 31,2025, 2024 and 2023 were as follows for Peace River’s defined benefit plan:

The discount rate assumption is adjusted annually to reflect the rates available on high-quality debt instruments, with a duration that is expected to match the timing and amount of expected pension and other post-retirement benefit payments. High-quality debt instruments are corporate bonds with a rating of “AA” or better.

The expected rate of return on plan assets is a management estimate based on, among other factors, historical long-term returns, expected asset mix and an active management premium.

The expected rate of compensation increase is a management estimate based on, among other factors, historical compensation increases and promotions, while considering current industry conditions, the terms of collective bargaining agreements with employees and the outlook for the industry.

The assumed health care cost trend rates used to determine the other post-retirement benefit obligations as of December 31,2025 and December 31, 2024 were as follows:

The expected health care cost trend rates are based on historical trends for these costs, as well as recently enacted health care legislation. The Company also compares health care cost trend rates to those of the industry.

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Investment Objective and Asset Allocation

The investment objective for the defined benefit pension plans is to sufficiently diversify invested plan assets to maintain a reasonable level of risk without imprudently sacrificing the return on the invested funds, and ultimately to achieve a long-term total rate of return, net of fees and expenses, at least equal to the long-term interest rate assumptions used for funding actuarial valuations. To achieve this objective, the Company’s overall investment strategy is to maintain an investment allocation mix of long-term growth investments (equities) and fixed income investments (debt securities). Investment allocation targets have been established by asset class after considering the nature of the liabilities, long-term return expectations, the risks associated with key asset classes, funded position, inflation and interest rates and related management fees and expenses. In addition, the defined benefit pension plan’s investment strategy seeks to minimize risk beyond legislated requirements by constraining the investment managers’ investment options. There are a number of specific constraints based on investment type, but they all have the general purpose of ensuring that the investments are fully diversified and that risk is appropriately managed. For example, there are constraints on the book value of assets that can be invested in any one entity or group, and all equity holdings must be listed on a public exchange. Reviews of the investment objectives, key assumptions and the independent investment managers are performed periodically.

Concentrations of Risk in the Defined Benefit Pension Plans’ Assets

The Company has reviewed the defined benefit pension plans’ equity investments and determined that they are allocated based on the specific investment managers’ stated investment strategies with only slight over- or under-weightings within any specific category, and that those investments are within the constraints that have been set by the Company. Those constraints include a limitation on the value that can be invested in any one entity or investment category. The Company has concluded that there are no significant concentrations of risk.

The following table presents the Celgar and Peace River defined benefit pension plans’ assets fair value measurements as of December 31,2025 under the fair value hierarchy:

The following table presents the Celgar and Peace River defined benefit pension plans’ assets fair value measurements as of December 31,2024 under the fair value hierarchy:

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Defined Contribution Plans

Effective December 31, 2008, the defined benefit plans at the Celgar mill were closed to new members. In addition, the related defined benefit service accrual ceased on December 31, 2008, and members began to receive pension benefits, at a fixed contractual rate, under a defined contribution plan effective January 1, 2009. The Company’s head office employees also participate in a defined contribution plan. During the year ended December 31, 2025, the Company made contributions of $2,752 to these plans (2024 –$2,634; 2023 –$2,477).

Multiemployer Plan

The Company participates in a multiemployer plan for the hourly-paid employees at the Celgar mill. The contributions to the plan are determined based on a percentage of pensionable earnings pursuant to a collective bargaining agreement. The Company has no current or future contribution obligations in excess of the contractual contributions. During the year ended December 31, 2025, the Company made contributions of$2,253 to this plan (2024 –$2,128; 2023 –$2,193).

Plan details for the years ended December 31,2025, 2024 and 2023 were as follows:

Note 13. Income Taxes

The components ofloss before income taxes for the years ended December 31, 2025, 2024 and 2023 were as follows:

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Income tax recovery recognized in the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 was comprised of the following:

For the years ended December 31, 2025, 2024 and 2023, the foreign current income tax provision (recovery) was primarily for German entities.

The Company’s effective income tax rate can be affected by many factors, including but not limited to, changes in the mix of earnings in tax jurisdictions with differing statutory rates, changes in corporate structure, changes in the valuation of deferred tax assets and liabilities, the result of audit examinations of previously filed tax returns and changes in tax laws and rates. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

The Company and/or one or more of its subsidiaries file income tax returns in the U.S., Germany, Canada and Australia. Currently, the Company does not anticipate that the expiration of the statute of limitations or the completion of audits in the next fiscal year will result in liabilities for uncertain income tax positions that are materially different than the amounts accrued or disclosed as of December 31, 2025. However, this could change as tax years are examined by taxing authorities, the timing of which are uncertain at this time. The German tax authorities have completed examinations up to and including the 2021 tax year for all but one German entity which had its examination completed up to and including the 2019 tax year. The Company is generally not subject to U.S. or Canadian income tax examinations for tax years before 2022 and 2021, respectively. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to its tax audits and that any settlement will not have a material adverse effect on its consolidated results.

The liability in the Consolidated Balance Sheets related to unrecognized tax benefits was$nil as of December 31, 2025 (2024 –$nil). The Company recognizes interest and penalties related to unrecognized tax benefits in “Income tax recovery” in the Consolidated Statements of Operations. During the years ended December 31, 2025, 2024 and 2023, the Company didnot record any interest and penalties related to unrecognized tax benefits.

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The difference between the U.S. Federal statutory and the Company’s effective rate for the year ended December 31,2025 was as follows:

(a)

Primarily includes return-to-provision adjustments, non-taxable government subsidies, tax benefit of partnership structure and the effect of statutory tax rate changes enacted during the period.

(b)

In 2025, state income taxes in Maryland and Louisiana comprise the majority of the U.S. state income taxes, net of federal income tax effect category.

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Differences between the U.S. Federal statutory and the Company’s effective rates for the years ended December 31, 2024 and 2023 were as follows:

(a)

Primarily due to the impact of the global intangible low-taxed income provision in the Tax Cuts and Jobs Act of 2017.

Deferred income tax assets and liabilities as of December 31,2025 and December 31, 2024 were comprised of the following:

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The following table details the scheduled expiration dates of the Company’s net operating loss, interest, investment tax credit and other tax attributes carryforwards as of December 31,2025:

At each reporting period, the Company assesses whether it is more likely than not that the deferred tax assets will be realized, based on the review of all available positive and negative evidence, including future reversals of existing taxable temporary differences, estimates of future taxable income, past operating results and prudent and feasible tax planning strategies. The carrying value of the Company’s deferred tax assets reflects its expected ability to generate sufficient future taxable income in certain tax jurisdictions to utilize these deferred income tax benefits. Significant judgment is required when evaluating this positive and negative evidence.

Changes in valuation allowances related to net deferred tax assets for the years ended December 31,2025 and 2024 were as follows:

As of December 31, 2025, the Company has a full valuation allowance against the net deferred tax assets of its U.S., Canadian and certain German entities.

The Company has not recognized a tax liability on the undistributed earnings of its foreign subsidiaries as of December 31, 2025 because these earnings are expected to be permanently reinvested outside the U.S. or repatriated without incurring a tax liability.

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Income tax payments (net of refunds) by jurisdiction for the year ended December 31,2025 were as follows:

Global Corporate Minimum Tax Rate

In 2021, the Organisation for Economic Co-operation and Development proposed a global corporate minimum tax rate of 15% (the “Pillar Two” rules). As of December 31,2025, Germany, Canada and Australia have enacted laws to conform with the Pillar Two rules, but the U.S. has not. The enacted Pillar Two rules have not had a material impact to the Company's effective tax rates and tax liabilities as of December 31, 2025. The Company will continue to monitor the impact of proposed and enacted legislative changes in the geographic regions in which we operate.

Note 14. Shareholders’ Equity

Dividends

The Company’s board of directors declared quarterly dividends during the years ended December 31,2025 and 2024 as follows:

Share Capital

Preferred Shares

The Company has authorized 50,000,000 preferred shares (2024 –50,000,000) with $1 par value issuable in series, of which 2,000,000 shares have been designated as Series A. The preferred shares may be issued in one or more series. Designations and preferences for each series shall be stated in the resolutions providing for the designation and issuance of each such series adopted by the Company’s board of directors. The board of directors is authorized by the

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Company’s articles of incorporation to determine the voting, dividend, redemption and liquidation preferences pertaining to each such series. As of December 31, 2025, no preferred shares had been issued by the Company.

Stock-Based Compensation

The Company has a stock incentive plan which provides for stock options, RSUs, DSUs, restricted shares, performance shares, PSUs, and stock appreciation rights to be awarded to employees, consultants and non-employee directors. During the year ended December 31, 2025, there wereno issued and outstanding stock options, performance shares or stock appreciation rights. As of December 31,2025, after factoring in all allocated shares, there remain approximately 3.1 million common shares available for grant.

As of December 31, 2025, the total compensation cost related to non-vested PSUs, restricted shares, RSUs and DSUs not recognized was approximately$4,288 which will be recognized over a weighted average period of approximatelytwo years.

The following table summarizes non-vested PSU activity during the year ended December 31,2025:

The weighted-average grant date fair value per unit of all PSUs granted in 2024 and 2023 was$7.71 and$11.36, respectively. The total fair value of PSUs vested and issued in 2025, 2024 and 2023 was $nil,$2,609 and$2,943, respectively.

The following table summarizes non-vested restricted share and DSU activity during the year ended December 31,2025:

The weighted-average grant date fair value per share of all restricted shares and Equity DSUs granted in 2024 and 2023 was$9.43 and$8.83, respectively. The total fair value of restricted shares and Equity DSUs vested and issued in 2025, 2024 and 2023 was$262,$787 and$920, respectively.

For the year ended December 31, 2025, the Company granted 273,501 RSUs with a weighted-average grant date fair value of $6.50 per unit. There were 50,397 Equity DSUs granted to directors that were vested but not settled as of December 31, 2025.

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Note 15. Net Loss Per Common Share

The reconciliation of basic and dilutednet loss per common share for the years ended December 31, 2025, 2024 and 2023 was as follows:

(a)

For the year ended December 31, 2025, the basic weighted average number of common shares outstanding excludes 111,732 restricted shares which have been issued, but have not vested as of December 31, 2025 (2024 –21,054 restricted shares; 2023 –54,227 restricted shares) and includes vested Equity DSUs.

The calculation of diluted net loss per common share does not assume the exercise of any instruments that would have an anti-dilutive effect on net loss per common share. Instruments excluded from the calculation ofnet loss per common share because they were anti-dilutive for the years ended December 31, 2025, 2024 and 2023 were as follows:

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Note 16. Accumulated Other Comprehensive Loss

The change inaccumulated other comprehensive loss by component (net of tax) for the years ended December 31, 2025, 2024 and 2023 was as follows:

Foreign currency translation adjustments recognized in other comprehensive income (loss) include intra-entity foreign currency loans that are of a long-term investment nature. For the year ended December 31, 2025, the foreign currency translation gain from these transactions was$1,491 (2024 – loss of$1,355; 2023 – gain of$2,190).

Note 17. Related Party Transactions

For the year ended December 31, 2025, services from the Company’s 20% owned logging and chipping operation were$8,390 (2024 –$7,356; 2023 –$11,350) and as of December 31, 2025, the Company had a receivable balance from the operation of$1,077 (December 31, 2024 – receivable of$348).

For the year ended December 31, 2025, services from the Company's 26% owned wood purchasing operations were$9,851 (2024 –$5,044; 2023 –$2,274) and as of December 31, 2025, the Company had a $nil balance outstanding with the operation (December 31, 2024 – receivable of$50).

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Note 18. Segment Information

The Company is managed based on the primary products it manufactures: pulp and solid wood, whose operating results are regularly reviewed by the Company’s CODM to assess segment performance and to make decisions about resource allocation. The Company’s CODM is the Chief Executive Officer. Accordingly, the Company'sfour pulp mills are aggregated into the pulp segment. The Friesau sawmill, the Torgau facility and the mass timber facilities are aggregated into the solid wood segment.

Revenues between segments are accounted for at prices that approximate fair value. These include revenues from the sale of residual fiber from the solid wood segment to the pulp segment for use in the pulp production process and from the sale of residual fuel from the pulp segment to the solid wood segment for use in energy production.

The CODM uses net income (loss) before interest, tax, depreciation and amortization and impairments of long-lived assets (“Segment Operating EBITDA”) as the primary measure in its review of segment operating performance, using the measure to assess segment trends and identify strategies to improve the allocation of resources among the reportable segments.

Total assets and the income or loss items following Segment Operating EBITDA, other than depreciation, amortization and impairment of long-lived assets, are not allocated to the segments, as those items are reviewed separately by management.

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Infor mation about certain segment data for the years ended December 31, 2025, 2024 and 2023, was as follows:

(a)

(b)

(c)

(d)

Other expenses primarily include selling, general and administrative expenses, the net change in finished goods

inventories and foreign exchange gains or losses on the revaluation of dollar denominated receivable balances.

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(a)

(b)

(c)

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(a)

(b)

(c)

(d)

Purchase of pulp inventory from the CPP mill prior to the disposition in 2024.

(e)

Other expenses primarily include selling, general and administrative expenses, the net change in finished goods

inventories and foreign exchange gains or losses on the revaluation of dollar denominated receivable balances.

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(a)

(b)

(c)

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(a)

(b)

(c)

(d)

Other expenses primarily includes selling, general and administrative expenses and the net change in finished goods inventories.

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(a)

(b)

(c)

The Company’s long-lived assets by geographic area based on the location of the assets as of December 31,2025 and December 31, 2024 were as follows:

In 2025, no single customer accounted for greater than 10%of the Company’s total revenues (2024 –no customer;2023 –no customer).

Note 19. Financial Instruments and Fair Value Measurement

Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and other, approximates their fair value.

The estimated fair values of the Company’s outstanding debt under the fair value hierarchy as of December 31,2025 and December 31, 2024 were as follows:

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The carrying value of the revolving credit facilities classified as Level 2 approximates the fair value as the variable interest rates reflect current interest rates for financial instruments with similar characteristics and maturities.

The fair value of the senior notes classified as Level 2 was determined using quoted prices in a dealer market, or using recent market transactions. The Company’s senior notes are not carried at fair value on the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024. However, fair value disclosure is required. The carrying value of the Company’s senior notes, net of note issuance costs is$1,268,252 as of December 31, 2025 (December 31, 2024– $1,266,018).

Credit Risk

The Company’s credit risk is primarily attributable to cash held in bank accounts and accounts receivable. The Company maintains cash balances in foreign financial institutions in excess of insured limits.

The Company limits its credit exposure on cash held in bank accounts by periodically investing cash in excess of short-term operating requirements and debt obligations in low risk government bonds, or similar debt instruments. The Company’s credit risk associated with its sales is managed through setting credit limits, the purchase of credit insurance and for certain customers a letter of credit is received prior to shipping the product. The Company reviews new customers’ credit history before granting credit and conducts regular reviews of existing customers’ credit. Concentrations of credit risk on its sales are with customers and agents based primarily in Germany, China and the U.S.

The Company’s exposure to credit losses may increase if its customers’ production and other costs are adversely affected by inflation, interest rate levels and tariffs. Although the Company has historically not experienced significant credit losses, it is possible that there could be a material adverse impact from potential adjustments of the carrying amount of trade receivables if the cash flows of the Company’s customers are adversely impacted by inflation, interest rate levels and tariffs. As of December 31, 2025, the Company has not had significant credit losses.

As of December 31, 2025, the carrying amount of cash and cash equivalents of$186,805 and accounts receivable of$298,889 recorded in the Consolidated Balance Sheet, net of any allowances for losses, represents the Company’s maximum exposure to credit risk.

Note 20. Lease Commitments

The Company has finance leases primarily for railcars and production equipment. The railcars primarily have a remaining lease term ofthree toseven years with annual renewal options thereafter. The production equipment has a weighted average remaining lease term offour years. The Company has operating leases primarily for offices and other facilities which have remaining terms ofone tofour years.

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The components of lease expense for the years ended December 31,2025, 2024 and 2023 were as follows:

Supplemental cash flow information related to leases for the years ended December 31,2025, 2024 and 2023 was as follows:

Other information related to leaseswas as follows:

The discount rate used to calculate the present value of the minimum lease payments is the incremental borrowing rate that the subsidiary entering into the lease would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

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Supplemental balance sheet information related to leases as of December 31,2025 and December 31, 2024 was as follows:

Maturities of operating lease liabilities as of December 31, 2025 were as follows:

Note 21. Commitments and Contingencies

(a)

In the normal course of business, the Company has entered into purchase obligations primarily for fiber. As of December 31,2025, these commitments were as follows:

(b)

The Company is involved in legal actions and claims arising in the ordinary course of business. While the outcome of any legal actions and claims cannot be predicted with certainty, it is the opinion of management that the outcome of any such claims which are pending or threatened, either individually or on a combined basis, will not have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company.

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(c)

The Company is subject to regulations that require the handling and disposal of asbestos in a prescribed manner if a property undergoes a major renovation or demolition. Otherwise, the Company is not required to remove asbestos from its facilities. Generally, asbestos is found on steam and condensate piping systems as well as certain cladding on buildings and in building insulation throughout older facilities. The Company’s obligation for the proper removal and disposal of asbestos products from the Company’s mills is a conditional asset retirement obligation. As a result of the longevity of the Company’s mills, due in part to the maintenance procedures and the fact that the Company does not have plans for major changes that require the removal of asbestos, the timing of the asbestos removal is indeterminate. As a result, the Company is currently unable to reasonably estimate the fair value of its asbestos removal and disposal obligation. The Company will recognize a liability in the period in which sufficient information is available to reasonably estimate its fair value.

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SIGNA TURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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