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MERCER INTERNATIONAL INC.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

MERC$0.26+4.3%Stored close · as of Nov 6, 2026
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Item 1. FINANCIAL STATEMENTS

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

QUARTERLY REPORT - PAGE 2

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except per share data)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenues$460,278$453,524$949,582$960,498
Costs and expenses
Cost of sales, excluding depreciation and amortization449,798444,047902,783874,294
Cost of sales depreciation and amortization37,90337,45178,56977,741
Selling, general and administrative expenses31,55130,43060,09660,134
Operating loss(58,974)(58,404)(91,866)(51,671)
Other income (expenses)
Interest expense(30,920)(28,411)(60,021)(56,566)
Other income (expenses)503(1,120)2,323(1,305)
Total other expenses, net(30,417)(29,531)(57,698)(57,871)
Loss before income taxes(89,391)(87,935)(149,564)(109,542)
Income tax recovery13,4131,86421,5901,132
Net loss$(75,978)$(86,071)$(127,974)$(108,410)
Net loss per common share
Basic$(1.13)$(1.29)$(1.91)$(1.62)
Diluted$(1.13)$(1.29)$(1.91)$(1.62)
Dividends declared per common share$—$0.075$—$0.150

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net loss$(75,978)$(86,071)$(127,974)$(108,410)
Other comprehensive income (loss)
Loss related to defined benefit pension plans, net of tax(471)(269)(948)(531)
Foreign currency translation adjustments(15,037)99,249(37,033)133,586
Other comprehensive income (loss), net of tax(15,508)98,980(37,981)133,055
Total comprehensive income (loss)$(91,486)$12,909$(165,955)$24,645

QUARTERLY REPORT - PAGE 3

INTERIM CONSOLIDATED BALANCE SHEETS

June 30,2026December 31,2025
ASSETS
Current assets
Cash and cash equivalents$78,775$186,805
Restricted cash5,000—
Accounts receivable, net308,554298,889
Inventories375,301359,401
Prepaid expenses and other15,72020,707
Total current assets783,350865,802
Property, plant and equipment, net1,028,4691,115,490
Amortizable intangible assets, net24,33526,110
Operating lease right-of-use assets5,6966,818
Pension asset11,32812,975
Deferred income tax assets4,9297,839
Other long-term assets11,8006,386
Total assets$1,869,907$2,041,420
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and other$270,496$269,217
Pension and other post-retirement benefit obligations718745
Current debt329,66213,664
Total current liabilities600,876283,626
Long-term debt1,305,7111,605,144
Pension and other post-retirement benefit obligations10,78610,392
Operating lease liabilities3,0483,858
Deferred income tax liabilities33,07958,298
Other long-term liabilities14,38112,042
Total liabilities1,967,8811,973,360
Shareholders’ equity
Common shares $1 par value; 200,000,000 authorized; 67,018,000 issued and outstanding (2025 – 66,983,000)67,08366,871
Additional paid-in capital365,066365,357
Accumulated deficit(404,990)(277,016)
Accumulated other comprehensive loss(125,133)(87,152)
Total shareholders’ equity (deficit)(97,974)68,060
Total liabilities and shareholders’ equity$1,869,907$2,041,420
Commitments and contingencies (Note 14)

QUARTERLY REPORT - PAGE 4

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

Common shares
Three Months Ended June 30:Number(thousands of shares)Amount,at ParValueAdditionalPaid-inCapitalRetainedEarnings (Accumulated Deficit)AccumulatedOtherComprehensiveLossTotalShareholders’Equity (Deficit)
Balance as of March 31, 202666,983$66,871$366,228$(329,012)$(109,625)$(5,538)
Shares issued on grants of restricted shares25112(112)———
Shares issued on deferred stock units11100(100)———
Stock compensation expense——(950)——(950)
Net loss———(75,978)—(75,978)
Other comprehensive loss————(15,508)(15,508)
Balance as of June 30, 202667,019$67,083$365,066$(404,990)$(125,133)$(97,974)
Balance as of March 31, 202566,871$66,850$363,637$203,558$(196,694)$437,351
Shares issued on grants of restricted shares11221(21)———
Stock compensation expense——1,255——1,255
Net loss———(86,071)—(86,071)
Dividends declared———(5,024)—(5,024)
Other comprehensive income————98,98098,980
Balance as of June 30, 202566,983$66,871$364,871$112,463$(97,714)$446,491
Six Months Ended June 30:
Balance as of December 31, 202566,983$66,871$365,357$(277,016)$(87,152)$68,060
Shares issued on grants of restricted shares25112(112)———
Shares issued on deferred stock units11100(100)———
Stock compensation expense——(79)——(79)
Net loss———(127,974)—(127,974)
Other comprehensive loss————(37,981)(37,981)
Balance as of June 30, 202667,019$67,083$365,066$(404,990)$(125,133)$(97,974)
Balance as of December 31, 202466,871$66,850$362,782$230,912$(230,769)$429,775
Shares issued on grants of restricted shares11221(21)———
Stock compensation expense——2,110——2,110
Net loss———(108,410)—(108,410)
Dividends declared———(10,039)—(10,039)
Other comprehensive income————133,055133,055
Balance as of June 30, 202566,983$66,871$364,871$112,463$(97,714)$446,491

QUARTERLY REPORT - PAGE 5

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Cash flows from (used in) operating activities
Net loss$(75,978)$(86,071)$(127,974)$(108,410)
Adjustments to reconcile net loss to cash flows from operating activities
Depreciation and amortization37,98137,52378,72177,878
Deferred income tax recovery(13,254)(1,632)(21,263)(11,138)
Inventory impairment29,00011,00051,00011,000
Defined benefit pension plans and other post-retirement benefit plan expense (income)(82)175(161)344
Stock-based compensation(857)1,036(69)2,042
Foreign exchange transaction losses (gains)(621)9,361(5,261)17,779
Other2,4623,0122,2504,640
Changes in working capital
Accounts receivable18,58031,588(13,452)14,790
Inventories(46,597)(17,175)(81,727)(24,066)
Accounts payable and accrued expenses(87)(12,046)12,57916,386
Prepaid expenses and other34,33718,7034,575(8,760)
Net cash used in operating activities(15,116)(4,526)(100,782)(7,515)
Cash flows from (used in) investing activities
Purchase of property, plant and equipment(12,164)(24,331)(25,330)(44,413)
Proceeds from government grants4,8253,1154,8253,115
Other821(1,557)1,162(1,335)
Net cash used in investing activities(6,518)(22,773)(19,343)(42,633)
Cash flows from (used in) financing activities
Proceeds from revolving credit facilities, net24,1533,60730,00125,361
Dividend payments—(5,015)—(5,015)
Payment of finance lease obligations(3,753)(2,405)(7,316)(4,913)
Other(4,551)545(5,078)545
Net cash from (used in) financing activities15,849(3,268)17,60715,978
Effect of exchange rate changes on cash, cash equivalents and restricted cash19(4,407)(512)(4,256)
Net decrease in cash, cash equivalents and restricted cash(5,766)(34,974)(103,030)(38,426)
Cash, cash equivalents and restricted cash, beginning of period89,541181,473186,805184,925
Cash, cash equivalents and restricted cash, end of period$83,775$146,499$83,775$146,499
Supplemental cash flow disclosure:
Cash paid for interest$29,183$28,209$54,230$53,415
Cash paid for income taxes$—$12,679$—$29,591
Supplemental schedule of non-cash investing and financing activities:
Leased production and other equipment$1,011$4,072$4,413$5,460

QUARTERLY REPORT - PAGE 6

Note 1. The Company, Going Concern, and Summary of Significant Accounting Policies

Nature of Operations and Basis of Presentation

The interim consolidated financial statements contained herein (the “Interim Consolidated Financial Statements”) include the accounts of Mercer International Inc. (“Mercer Inc.”) and all of its subsidiaries (collectively the “Company”). Mercer Inc. owns 100% of its subsidiaries. The Company’s shares of common stock are quoted and listed for trading on the NASDAQ Global Select Market.

The Interim Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The consolidated balance sheet information as of December 31, 2025 was derived from the Company’s audited Consolidated Financial Statements, but does not contain all of the footnote disclosures from the annual Consolidated Financial Statements. The footnote disclosure included herein has been prepared in accordance with accounting principles generally accepted for interim financial statements in the United States (“GAAP”). The unaudited Interim Consolidated Financial Statements should be read together with the audited Consolidated Financial Statements and accompanying notes included in the Company’s latest Annual Report on Form 10‑K for the fiscal year ended December 31, 2025. In the opinion of the Company, the unaudited Interim Consolidated Financial Statements contained herein have been prepared on a consistent basis with the audited Consolidated Financial Statements and accompanying notes included in the Company’s latest Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 and contain all adjustments necessary for a fair statement of the results of the interim periods included. The results for the periods included herein may not be indicative of the results for the entire year.

In these Interim Consolidated Financial Statements, unless otherwise indicated, all amounts are expressed in United States dollars (“U.S. dollars” or “$”). The symbol “€” refers to euros and the symbol “C$” refers to Canadian dollars.

Going Concern

These Interim Consolidated Financial Statements have been prepared in accordance with GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business within one year from the issuance of these Interim Consolidated Financial Statements. However, as further described below, substantial doubt exists regarding the Company’s ability to continue as a going concern for the one-year period from the issuance of these Interim Consolidated Financial Statements.

The January 2027 maturity of the Canadian joint revolving credit facility (the “Canadian Facility”) represents the Company’s primary liquidity requirement over the next 12 months. Currently, the Company is not projected to generate sufficient cash flow to settle this obligation at maturity unless external refinancing or alternative funding is obtained. This situation stems from delayed industry recovery due to an extended cyclical downturn in global pulp prices and prolonged geopolitical conflicts. Additionally, fiber costs for the German pulp mills are experiencing upward pressure driven by regional supply shortages and increased competition for sawmill residuals from energy producers. A default under the Canadian Facility, absent a waiver, could also trigger a cross-default under the Company’s senior notes if lenders under the Canadian Facility exercise their acceleration rights.

As of June 30, 2026, the Company had cash and cash equivalents of $78,775, current assets of $783,350, and current liabilities of $600,876. These current liabilities include $329,662 of current debt, of which $85,500 relates to the Canadian Facility and $230,159 relates to the German joint revolving credit facility (the“German Facility”). While the German Facility matures in September 2027, it has been classified as current due to a probable covenant breach in the fourth quarter of 2026 and is subject to potential acceleration if unwaived (refer to the Debt Note for more information). If accelerated during that period, the Company is not projected to generate sufficient cash flow to settle the obligation. During the six months ended June 30, 2026, the Company incurred a net loss of $127,974 and used $100,782 of cash in operating activities.

The Company currently anticipates renegotiating or replacing the Canadian Facility ahead of its maturity and has

QUARTERLY REPORT - PAGE 7 engaged advisors to review strategic alternatives and broader financing initiatives. As part of this process, the Company has entered into discussions with holders of the 2028 and 2029 senior notes, as well as other stakeholders across its capital structure, regarding potential financing and other liquidity-enhancing transactions. While management currently believes that it will reach a resolution prior to the maturity or potential acceleration of current debt, there can be no assurance that the Company will successfully renegotiate or amend the facilities, or complete any such financing, refinancing or strategic transactions on acceptable terms, or at all.

The Interim Consolidated Financial Statements do not include any adjustments, which could be material, to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

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, the Company’s ability to continue as a going concern, future cash flows associated with the Company’s debt covenant compliance and related debt classification and 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.

Accounting Pronouncements to be Adopted

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update (“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.

Note 2. Supplemental Financial Statement Information

The following table reconciles cash, cash equivalents and restricted cash reported on the Interim Consolidated Balance Sheets to the total amount presented in the Interim Consolidated Statements of Cash Flows.

June 30,2026December 31,2025
Cash and cash equivalents$78,775$186,805
Restricted cash (a)5,000—
$83,775$186,805

(a)

Restricted cash consists of deposits held as collateral for a standby letters of credit facility.

QUARTERLY REPORT - PAGE 8

Note 3. Inventories

Inventories as of June 30, 2026 and December 31, 2025, were comprised of the following:

June 30,2026December 31,2025
Raw materials$100,106$92,885
Finished goods128,999118,674
Spare parts and other146,196147,842
$375,301$359,401

For the three and six months ended June 30, 2026, the Company recorded inventory impairment charges of$29,000 and$51,000, respectively, as a result of low pulp prices and high fiber costs. As of June 30, 2026,$18,000 of the write-down was recorded against raw materials inventory and$11,000 was recorded primarily against finished goods inventory. The inventory impairment charges are included in “Cost of sales, excluding depreciation and amortization” in the Interim Consolidated Statements of Operations.

For the three months ended June 30, 2025, the Company recorded inventory impairment charges of $10,000 against raw materials inventory and $1,000 against finished goods inventory as a result of low hardwood pulp prices.

Note 4. Accounts Payable and Other

Accounts payable and other as of June 30, 2026 and December 31, 2025, was comprised of the following:

June 30,December 31,
20262025
Trade payables$74,404$72,046
Accrued expenses85,81585,720
Interest payable33,39532,946
Income tax payable10,53911,099
Payroll-related accruals29,03425,156
Deposits for mass timber sales contracts (a)8,21616,434
Wastewater fee (b)13,68210,570
Operating lease liability2,7253,097
Other12,68612,149
$270,496$269,217

(a)

Revenues recognized for the six months ended June 30, 2026 and 2025 from amounts recorded as deposits, advances or progress billings within “Accounts payable and other” at the beginning of each year were $14,602 and$4,273, 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.

QUARTERLY REPORT - PAGE 9

Note 5. Debt

Debt as of June 30, 2026 and December 31, 2025, was comprised of the following:

MaturityJune 30,2026December 31,2025
Senior notes (a)
12.875% senior notes2028$400,000$400,000
5.125% senior notes2029875,000875,000
Credit arrangements
€370.1 million German Facility (b)2027230,159200,925
C$160.0 million Canadian Facility (c)202785,50094,758
€2.6 million demand loan (d)——
C$20 million standby letters of credit facility (e)2027——
Finance lease liability50,34454,873
Less: unamortized senior note issuance costs(5,630)(6,748)
1,635,3731,618,808
Less current portion of debt:
Finance lease liability(14,003)(13,664)
German Facility(230,159)—
Canadian Facility(85,500)—
Current debt(329,662)(13,664)
Long-term debt$1,305,711$1,605,144

The maturities of the long-term principal portion of debt as of June 30, 2026 were as follows:

Senior Notes
2028$400,000
2029875,000
$1,275,000

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 June 30, 2026, the Company was in compliance with the terms of its debt agreements with the exception of a financial covenant under its German Facility, which non-compliance has been waived during the applicable waiver period. Refer to (b) below for additional details.

(a)

The senior notes which mature on October 1, 2028 (the “2028 Senior Notes”) and on February 1, 2029 (the “2029 Senior Notes” and collectively with the 2028 Senior Notes, the “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, plus accrued and unpaid interest. The 2028 Senior Notes can be redeemed at the prices (expressed as percentages of principal amount) and during the periods specified in the table below, plus accrued and unpaid interest:

2028 Senior Notes
12 Month Period BeginningPercentage
October 1, 2025106.438%
October 1, 2026103.219%
October 1, 2027 and thereafter100.000%

QUARTERLY REPORT - PAGE 10

(b)

A €370.1 million joint revolving credit facility for the German mills that matures in September 2027, which has been reclassified as a current liability due to management’s determination that it is probable that the Company will not meet the required leverage ratio financial covenant with respect to the quarter ending December 31, 2026, as discussed further below. Borrowings under the facility are otherwise unsecured and subject to interest at the Euro Interbank Offered Rate (“Euribor”) plus a variable margin ranging from 1.40% to 2.35% dependent on conditions including but not limited to a prescribed leverage ratio (currently secured on a temporary basis, and subject to an increased margin of 2.50% to 4.25%, in connection with the waiver described below). 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 June 30, 2026, approximately€202.0 million ($230,159) of this facility was drawn and accruing interest at a rate of 5.361% and approximately€21.4 million ($24,414) was supporting bank guarantees.

Debt Covenants and Waiver

As of March 31, 2026, the Company’s German subsidiaries that are borrowers under the German Facility did not meet the required leverage ratio thereunder. A waiver dated May 4, 2026, was received with respect to the leverage ratio financial covenant for thefirst three quarters of 2026, such that the leverage ratio financial covenant will not be required to be tested with respect to any quarter until the quarter ending December 31, 2026 (and thereafter), following the expiration of the existing waiver. Under the terms of thewaiver, distributions to the parent entity are prohibited until September 30, 2026 (subject to limited exceptions). Additionally, certain covenants were modified, one of which limits facility utilization to €300.0 million while the leverage ratio exceeds 2.00:1.00. The waiver also provides for, among other things, modifications to the existing variable marginto a range of 2.50% to 4.25% depending on prescribed leverage ratios, a grant of security over certain assets, and creates additional events of default such as cross-defaults to certain of the Company’s other indebtedness, including the outstanding Senior Notes and Canadian Facility, and provides other ancillary lender protections. Management has determined it is probable that the Company will not meet the required leverage ratio with respect to the quarter ending December 31, 2026, following the expiration of the existing waiver. As a result, the amount due under the German Facility has been classified as current in the Interim Consolidated Balance Sheet.

As of June 30, 2026, adjusting for the utilization limit, approximately€76.6 million ($87,247) was available for future draws. While non-compliance with the leverage ratio financial covenant addressed pursuant to the waiver did not and does not trigger any cross-default provisions under the Company’s Senior Notes or Canadian Facility, an unwaived breach with respect to the quarter ending December 31, 2026 could lead to a default and subsequent cross-defaults if the lenders under the German Facility exercise their acceleration rights.

(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 the bank’s applicable reference rate for dollar denominated loans; and (iv) dollar denominated SOFR advances, which bear interest atthe applicable Adjusted Term SOFR plus 1.20% to 1.45% per annum. As of June 30, 2026, approximately C$121.5 million ($85,500) of this facility was drawn and accruing interest at a rate of 4.014%, approximately C$0.6 million ($425) was supporting letters of credit and approximately C$19.5 million ($13,787) was available.

(d)

A €2.6 million demand loan for the Rosenthal mill 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 June 30, 2026, approximately€2.6 million ($2,908) of this facility was supporting bank guarantees and approximately$nil was available.

QUARTERLY REPORT - PAGE 11

(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 prior to August 2026 are guaranteed by Export Development Canada through their maturity in August 2027. As of June 30, 2026, C$3.1 million ($2,200) of this facility was supporting letters of credit and approximately C$16.9 million ($11,874) was available.

Note 6. 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. The components of the net benefit costs for the Celgar and Peace River defined benefit plans, in aggregate for thethree and six months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,
20262025
PensionOther Post-RetirementBenefitsPensionOther Post-RetirementBenefits
Service cost$642$21$671$36
Interest cost1,0741061,015111
Expected return on plan assets(1,452)—(1,389)—
Amortization of unrecognized items(283)(190)(82)(187)
Net benefit costs (gains)$(19)$(63)$215$(40)
Six Months Ended June 30,
20262025
PensionOther Post-RetirementBenefitsPensionOther Post-RetirementBenefits
Service cost$1,291$43$1,318$70
Interest cost2,1582131,995219
Expected return on plan assets(2,916)—(2,727)—
Amortization of unrecognized items(569)(381)(163)(368)
Net benefit costs (gains)$(36)$(125)$423$(79)

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

Defined Contribution Plan

Effective December 31, 2008, the defined benefit plans at the Celgar mill were closed to new members and the service accrual ceased. Effective January 1, 2009, the members began to receive pension benefits, at a fixed contractual rate, under a defined contribution plan. During the three and six months ended June 30, 2026, the Company made contributions of $335 and$782, respectively, to this plan (2025 –$402 and$613).

QUARTERLY REPORT - PAGE 12

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 three and six months ended June 30, 2026, the Company made contributions of $628 and$1,178, respectively, to this plan (2025 –$683 and$1,389).

Note 7. Income Taxes

The U.S. Federal statutory income tax rate and the Company’s effective income tax rate are as follows:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
U.S. Federal statutory rate21.0%21.0%21.0%21.0%
Effective income tax rate15.0%2.1%14.4%1.0%

The differences between the 21% U.S. Federal statutory rate and the effective income tax rates for thethree and six months ended June 30, 2026, were driven by changes in valuation allowances, the effect of foreign earnings, the tax benefit of a partnership structure and return-to-provision adjustments.

Note 8. Shareholders’ Equity

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. During thethree and six months ended June 30, 2026, there wereno issued and outstanding stock options, performance shares or stock appreciation rights. As of June 30, 2026, after factoring in all allocated shares, there remain approximately 3.2 million common shares available for grant.

The following table summarizes non-vested PSU activity during the period:

Number of PSUs
Balance as of January 1, 20264,393,692
Granted3,596
Forfeited(1,214,616)
Balance as of June 30, 20263,182,672

The following table summarizes non-vested restricted share, RSU and DSU activity during the period:

Number of Equity Based Awards · Liability Based Awards
Restricted SharesRSUsEquity DSUsCash Only DSUs
Balance as of January 1, 2026111,732273,501101,95655,866
Granted25,000971,882159,72975,000
Vested(111,732)—(145,435)(55,866)
Balance as of June 30, 202625,0001,245,383116,25075,000

There were 228,667 equity-settled DSUs (“Equity DSUs”) and 137,709 cash-settled DSUs (“Cash Only DSUs”) granted to directors that were vested but not settled as of June 30, 2026.

QUARTERLY REPORT - PAGE 13

Note 9. Net Loss Per Common Share

The reconciliation of basic and dilutednet loss per common share for the three and six months ended June 30, 2026 and 2025 was as follows:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net loss
Basic and diluted$(75,978)$(86,071)$(127,974)$(108,410)
Net loss per common share
Basic$(1.13)$(1.29)$(1.91)$(1.62)
Diluted$(1.13)$(1.29)$(1.91)$(1.62)
Weighted average number of common shares outstanding:
Basic (a)67,039,23866,914,28267,002,09266,903,741
Diluted67,039,23866,914,28267,002,09266,903,741

(a)

For the three and six months ended June 30, 2026, the weighted average number of common shares outstanding excludes 25,000 restricted shares which have been issued, but have not vested as of June 30, 2026 (2025 –111,732 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. Non-vested instruments excluded from the calculation ofnet loss per common share because they were anti-dilutive for the three and six months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
PSUs3,182,6725,169,0403,182,6725,169,040
Restricted shares25,000111,73225,000111,732
RSUs1,245,383—1,245,383—
Equity DSUs116,250101,956116,250101,956

QUARTERLY REPORT - PAGE 14

Note 10. Accumulated Other Comprehensive Loss

The change in theaccumulated other comprehensive loss by component (net of tax) for the three and six months ended June 30, 2026 and 2025 was as follows:

Foreign Currency Translation AdjustmentsDefined Benefit Pension and Other Post-Retirement Benefit ItemsTotal
Three Months Ended June 30:
Balance as of March 31, 2026$(138,634)$29,009$(109,625)
Other comprehensive loss before reclassifications(15,037)—(15,037)
Amounts reclassified—(471)(471)
Other comprehensive loss(15,037)(471)(15,508)
Balance as of June 30, 2026$(153,671)$28,538$(125,133)
Balance as of March 31, 2025$(215,660)$18,966$(196,694)
Other comprehensive income before reclassifications99,249—99,249
Amounts reclassified—(269)(269)
Other comprehensive income (loss)99,249(269)98,980
Balance as of June 30, 2025$(116,411)$18,697$(97,714)
Six Months Ended June 30:
Balance as of December 31, 2025$(116,638)$29,486$(87,152)
Other comprehensive loss before reclassifications(37,033)—(37,033)
Amounts reclassified—(948)(948)
Other comprehensive loss(37,033)(948)(37,981)
Balance as of June 30, 2026$(153,671)$28,538$(125,133)
Balance as of December 31, 2024$(249,997)$19,228$(230,769)
Other comprehensive income before reclassifications133,586—133,586
Amounts reclassified—(531)(531)
Other comprehensive income (loss)133,586(531)133,055
Balance as of June 30, 2025$(116,411)$18,697$(97,714)

Note 11. Related Party Transactions

For the three and six months ended June 30, 2026, services from the Company’s 20% owned logging and chipping operation were$596 and$2,991, respectively (2025 –$805 and$3,774) and as of June 30, 2026, the Company had apayable balance to the operation of$19 (December 31, 2025 –receivable of$1,077).

For the three and six months ended June 30, 2026, services from the Company’s 26% owned wood purchasing operation were$3,939 and$5,292, respectively, (2025 –$3,434 and$5,662) and as of June 30, 2026, the Company had apayable balance to the operation of $154 (December 31, 2025 – $nil).

The Company maintains a commercial surety bond facility to support its mass timber project bidding and contract performance requirements with an entity owned by a major shareholder of the Company. Under the terms of the arrangement, the Company pays standard commercial premiums to the entity upon the issuance of any surety bonds. As of June 30, 2026, the facility provided up to $30,000 dollars in total bonding capacity of which a nominal portion was utilized.

QUARTERLY REPORT - PAGE 15

Note 12. 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 chief operating decision maker (the “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.

QUARTERLY REPORT - PAGE 16

Information about certain segment data for the three and six months ended June 30, 2026 and 2025 was as follows:

Three Months Ended June 30, 2026PulpSolid WoodTotal of Segments (a)
Revenues from external customers$325,074$134,203$459,277
Intersegment revenues52713,86514,392
325,601148,068473,669
Less segment expenses:
Fiber178,24990,741
Maintenance (b)24,4689,946
Freight37,43416,215
Labor (c)23,51316,854
Chemicals34,330—
Energy12,9558,494
Other (d)27,30314,056
Segment Operating EBITDA$(12,651)$(8,238)$(20,889)
Purchase of property, plant and equipment$10,457$1,697$12,154

(a)

Three Months Ended June 30, 2026PulpSolid WoodTotal
Reconciliation to loss before income taxes
Total of segments’ Segment Operating EBITDA$(20,889)
Segment depreciation and amortization(22,624)(15,279)(37,903)
Interest expense(30,920)
Other income503
Corporate items and eliminations(182)
Loss before income taxes$(89,391)

(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.

QUARTERLY REPORT - PAGE 17

Three Months Ended June 30, 2026PulpSolid WoodCorporate and OtherConsolidated
Revenues from external customers by major products
Pulp$303,340$—$—$303,340
Lumber—56,643—56,643
Energy and chemicals21,7346,296—28,030
Manufactured products (a)—25,821—25,821
Pallets—31,908—31,908
Biofuels (b)—10,724—10,724
Wood residuals—2,8111,0013,812
Total revenues from external customers$325,074$134,203$1,001$460,278
Revenues from external customers by geography (c)
U.S.$31,872$44,294$—$76,166
Foreign countries
Germany70,17357,885—128,058
China114,884106—114,990
Other countries108,14531,9181,001141,064
293,20289,9091,001384,112
Total revenues from external customers$325,074$134,203$1,001$460,278

(a)

(b)

(c)

QUARTERLY REPORT - PAGE 18

Three Months Ended June 30, 2025PulpSolid WoodTotal of Segments (a)
Revenues from external customers$332,308$117,268$449,576
Intersegment revenues16511,54811,713
332,473128,816461,289
Less segment expenses:
Fiber167,00069,975
Maintenance (b)47,09712,140
Freight32,90713,364
Labor (c)24,94715,038
Chemicals32,044—
Energy11,8284,771
Other (d)26,91218,389
Segment Operating EBITDA$(10,262)$(4,861)$(15,123)
Purchase of property, plant and equipment$15,802$8,549$24,351

(a)

Three Months Ended June 30, 2025PulpSolid WoodTotal
Reconciliation to loss before income taxes
Total of segments’ Segment Operating EBITDA$(15,123)
Segment depreciation and amortization(24,689)(12,664)(37,353)
Interest expense(28,411)
Other expenses(1,120)
Corporate items and eliminations(5,928)
Loss before income taxes$(87,935)

(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.

QUARTERLY REPORT - PAGE 19

Three Months Ended June 30, 2025PulpSolid WoodCorporate and OtherConsolidated
Revenues from external customers by major products
Pulp$313,705$—$—$313,705
Lumber—66,332—66,332
Energy and chemicals18,6034,2421,82324,668
Manufactured products (a)—12,418—12,418
Pallets—26,586—26,586
Biofuels (b)—5,095—5,095
Wood residuals—2,5952,1254,720
Total revenues from external customers$332,308$117,268$3,948$453,524
Revenues from external customers by geography (c)
U.S.$32,179$40,275$607$73,061
Foreign countries
Germany67,53147,028220114,779
China130,411113—130,524
Other countries102,18729,8523,121135,160
300,12976,9933,341380,463
Total revenues from external customers$332,308$117,268$3,948$453,524

(a)

(b)

(c)

QUARTERLY REPORT - PAGE 20

Six Months Ended June 30, 2026PulpSolid WoodTotal of Segments (a)
Revenues from external customers$670,057$265,945$936,002
Intersegment revenues1,28926,57127,860
671,346292,516963,862
Less segment expenses:
Fiber351,343170,785
Maintenance (b)47,94919,181
Freight74,26131,145
Labor (c)48,35133,511
Chemicals66,133—
Energy27,21116,905
Other (d)61,85234,858
Segment Operating EBITDA$(5,754)$(13,869)$(19,623)
Purchase of property, plant and equipment$22,198$3,119$25,317

(a)

Six Months Ended June 30, 2026PulpSolid WoodTotal
Reconciliation to loss before income taxes
Total of segments’ Segment Operating EBITDA$(19,623)
Segment depreciation and amortization(48,462)(30,069)(78,531)
Interest expense(60,021)
Other income2,323
Corporate items and eliminations6,288
Loss before income taxes$(149,564)

(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.

QUARTERLY REPORT - PAGE 21

Six Months Ended June 30, 2026PulpSolid WoodCorporate and OtherConsolidated
Revenues from external customers by major products
Pulp$622,510$—$—$622,510
Lumber—116,734—116,734
Energy and chemicals47,54711,89452559,966
Manufactured products (a)—46,862—46,862
Pallets—61,768—61,768
Biofuels (b)—22,904—22,904
Wood residuals—5,78313,05518,838
Total revenues from external customers$670,057$265,945$13,580$949,582
Revenues from external customers by geography (c)
U.S.$67,866$86,336$—$154,202
Foreign countries
Germany141,340115,991—257,331
China270,487510—270,997
Other countries190,36463,10813,580267,052
602,191179,60913,580795,380
Total revenues from external customers$670,057$265,945$13,580$949,582

(a)

(b)

(c)

QUARTERLY REPORT - PAGE 22

Six Months Ended June 30, 2025PulpSolid WoodTotal of Segments (a)
Revenues from external customers$713,388$239,988$953,376
Intersegment revenues50921,56922,078
713,897261,557975,454
Less segment expenses:
Fiber305,284136,343
Maintenance (b)89,06321,333
Freight68,33926,688
Labor (c)49,14029,685
Chemicals60,105—
Energy26,23513,195
Other (d)76,12139,466
Segment Operating EBITDA$39,610$(5,153)$34,457
Purchase of property, plant and equipment$29,562$14,830$44,392

(a)

Six Months Ended June 30, 2025PulpSolid WoodTotal
Reconciliation to loss before income taxes
Total of segments’ Segment Operating EBITDA$34,457
Segment depreciation and amortization(52,911)(24,624)(77,535)
Interest expense(56,566)
Other expenses(1,305)
Corporate items and eliminations(8,593)
Loss before income taxes$(109,542)

(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.

QUARTERLY REPORT - PAGE 23

Six Months Ended June 30, 2025PulpSolid WoodCorporate and OtherConsolidated
Revenues from external customers by major products
Pulp$670,669$—$—$670,669
Lumber—131,718—131,718
Energy and chemicals42,7199,1084,99756,824
Manufactured products (a)—31,242—31,242
Pallets—49,763—49,763
Biofuels (b)—14,319—14,319
Wood residuals—3,8382,1255,963
Total revenues from external customers$713,388$239,988$7,122$960,498
Revenues from external customers by geography (c)
U.S.$71,027$87,585$1,249$159,861
Foreign countries
Germany144,58993,657381238,627
China267,981506—268,487
Other countries229,79158,2405,492293,523
642,361152,4035,873800,637
Total revenues from external customers$713,388$239,988$7,122$960,498

(a)

(b)

(c)

Note 13. Financial Instruments and Fair Value Measurement

Due to their short-term maturity, the carrying amounts of cash and cash equivalents, restricted cash, 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 June 30, 2026 and December 31, 2025 were as follows:

Fair value measurements as of
June 30, 2026 using:
DescriptionLevel 1Level 2Level 3Total
Revolving credit facilities$—$315,659$—$315,659
Senior notes—692,640—692,640
$—$1,008,299$—$1,008,299
Fair value measurements as of
December 31, 2025 using:
DescriptionLevel 1Level 2Level 3Total
Revolving credit facilities$—$295,683$—$295,683
Senior notes—868,137—868,137
$—$1,163,820$—$1,163,820

The carrying value of the revolving credit facilities classified as Level 2 approximates the fair value, as their variable interest rates, combined with the underlying collateral, reflect current market terms for similar secured instruments.

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 in the Interim Consolidated Balance Sheets as of June 30, 2026 or December 31, 2025. However, fair value disclosure is required. The carrying value of the Company’s senior notes, net of unamortized note issuance costs, was$1,269,370 as of June 30, 2026 (December 31, 2025 –$1,268,252).

QUARTERLY REPORT - PAGE 24

Credit Risk

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 June 30, 2026, the Company has not had significant credit losses.

As of June 30, 2026, the carrying amount of cash and cash equivalents of$78,775, restricted cash of$5,000, and accounts receivable of$308,554 recorded in the Interim Consolidated Balance Sheet, net of any allowances for losses, represent the Company’s maximum exposure to credit risk.

Note 14. Commitments and Contingencies

(a)

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.

(b)

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.

QUARTERLY REPORT - PAGE 25

NON-GAAP FINANCIAL MEASURES

This quarterly report on Form 10-Q contains “non-GAAP financial measures”, that is, financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance with the generally accepted accounting principles in the United States, referred to as “GAAP”. Specifically, we make use of the non-GAAP financial measure “Operating EBITDA”.

We define Operating EBITDA as operating income (loss) plus depreciation and amortization and long-lived asset impairment charges.

We use Operating EBITDA as a benchmark measurement of our own operating results and as a benchmark relative to our competitors. We consider it to be a meaningful supplement to operating income (loss) as a performance measure primarily because depreciation expense and long-lived asset impairment charges are not actual cash costs, and depreciation expense varies widely from company to company in a manner that we consider largely independent of the underlying cost efficiency of our operating facilities. In addition, we believe Operating EBITDA is commonly used by securities analysts, investors and other interested parties to evaluate our financial performance.

Operating EBITDA does not reflect the impact of a number of items that affect our net income (loss), including financing costs, income taxes and the effect of derivative instruments. Operating EBITDA is not a measure of financial performance under GAAP, and should not be considered as an alternative to net income (loss) or operating income (loss) as a measure of performance, or as an alternative to net cash from (used in) operating activities as a measure of liquidity. Operating EBITDA is an internal measure and therefore may not be comparable to other companies.

Operating EBITDA has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that Operating EBITDA does not reflect: (i) our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) changes in, or cash requirements for, working capital needs; (iii) the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our outstanding debt; (iv) the impact of realized or marked-to-market changes in our derivative positions, which can be substantial; and (v) the impact of impairment charges against our investments or long-lived assets. Because of these limitations, Operating EBITDA should only be considered as a supplemental performance measure and should not be considered as a measure of liquidity or cash available to us to invest in the growth of our business. Because all companies do not calculate Operating EBITDA in the same manner, Operating EBITDA as calculated by us may differ from Operating EBITDA or EBITDA as calculated by other companies. We compensate for these limitations by using Operating EBITDA as a supplemental measure of our performance and by relying primarily on our GAAP financial statements.

Operating EBITDA is a non-GAAP financial measure at the consolidated level and is considered different from Operating EBITDA at the segment level, referred to as “Segment Operating EBITDA”, which is our single measure of segment profit or loss presented in our financial statements under GAAP. For more information on Segment Operating EBITDA, refer to the segment information note within our consolidated financial statements.

QUARTERLY REPORT - PAGE 26

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