MERCER INTERNATIONAL INC.

Except as set forth below, there have been no material changes to the factors disclosed in “Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

Risks Related to our Debt

We have obtained a temporary Waiver under our German joint revolving credit facility, and any failure to comply with the terms of the Waiver, return to compliance by the end of the waiver period or obtain additional relief could materially adversely affect our liquidity and financial condition.

As of March 31, 2026, we did not meet the required leverage ratio covenant under our German joint revolving credit facility. We subsequently obtained a Waiver from our lenders, effective through September 30, 2026. Pursuant to the Waiver, we are subject to additional restrictions, including limitations on facility utilization, capital expenditures and distributions, as well as increased interest rate margins and security requirements. For more information, see “Liquidity and Capital Resources - Debt Covenants” in Part I, Item 2 of this report.

There can be no assurance that we will return to compliance with our financial covenants by the end of the Waiver period or that, if necessary, we would be able to obtain additional waivers under our existing indebtedness on acceptable terms, or at all. The Waiver also created additional events of default, including cross-defaults to certain of our other debt agreements and failure to comply with the Waiver’s covenants and reporting requirements. Our inability to maintain compliance or secure additional relief could result in an event of default, acceleration of amounts due, and a material adverse impact on our liquidity, financial condition and results of operations.

Investors should also review the risk factors under “Item 1.A. Risk Factors - Risks Related to our Debt” in our Form 10-K for the fiscal year ended December 31, 2025, which remain applicable.

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