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 and in our quarterly reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.

Risks Related to our Debt

We are subject to risks and uncertainties associated with our Chapter 11 Cases and the RSAs, and the Plan may not be confirmed or consummated on the anticipated terms or timeline, or at all.

We and one of our non-operating subsidiaries intend to commence voluntary cases under chapter 11 of the Bankruptcy Code to pursue confirmation of a prepackaged plan of reorganization implementing the terms of the RSAs. Although we entered into RSAs with holders of more than 87% of the aggregate outstanding principal amount of our Senior Notes and a majority of the outstanding shares of our common stock, there can be no assurance that the Bankruptcy Court will confirm the Plan, that the conditions to its effectiveness will be satisfied, or that the RSAs will not be terminated in accordance with their terms. If the Plan is not confirmed or consummated, we may be required to pursue alternative restructuring transactions on less favorable terms, which could include a non-prepackaged chapter 11 case or liquidation.

The pendency of the Chapter 11 Cases may adversely affect our relationships with customers, suppliers, employees and other third parties, divert management’s attention from operations, and result in significant professional fees and other costs. During the Chapter 11 Cases, transactions outside the ordinary course of business will require Bankruptcy Court approval, which may limit our ability to respond to business opportunities and market conditions.

Upon consummation of the Plan, holders of our Senior Notes are expected to receive approximately 91.5% of our newly issued common shares, subject to dilution, together with convertible preferred shares, new senior secured notes and subscription rights. As a result, our existing shareholders will experience substantial dilution, and the trading price of our common stock may be volatile or decline significantly. Following emergence, we will continue to have significant indebtedness, including the new senior secured notes, borrowings under the New ABL Facility of up to $300.0 million (reduced by any amount the lenders under our Canadian Facility agree to reinstate, extend or provide), any reinstated or amended Canadian Facility, and convertible preferred shares expected to be classified as a liability, which could limit our flexibility and adversely affect our financial condition, results of operations and liquidity.

If the Plan is not consummated before the extended grace period under the indenture governing our 2028 Senior Notes expires, an event of default could occur, which could result in the acceleration of our indebtedness.

Under the Second Supplemental Indenture entered into on October 30, 2026, the grace period for the payment of the approximately $25.8 million of interest due October 1, 2026 on our 2028 Senior Notes was extended from 30 calendar days to 90 calendar days. If the Plan is not consummated, and the interest is not paid, before the extended grace period expires, an event of default would occur under the indenture governing the 2028 Senior Notes. Such an event of default could permit the trustee or holders to accelerate the 2028 Senior Notes and could trigger cross-defaults or

QUARTERLY REPORT - PAGE 51 cross-acceleration under our other indebtedness, including our 2029 Senior Notes, the German Facility and the Canadian Facility, any of which would materially adversely affect our liquidity and financial condition.

Our common stock is expected to be delisted from Nasdaq and will be cancelled under the Plan.

We expect that Nasdaq will delist our existing common stock following the commencement of the Chapter 11 Cases. Delisting would likely reduce the liquidity and trading price of our common stock and could limit our ability to raise capital. Under the Plan, our existing common stock will be cancelled on the effective date of the Plan, and holders will receive only their pro rata share of 8.5% of the new common stock and 3.5% of the new convertible preferred stock, subject to dilution. Although we intend to apply to list the new common stock on Nasdaq or another national securities exchange on or after the effective date of the Plan, there can be no assurance that the new common stock will be approved for listing or that an active trading market will develop.

Our consolidated financial statements as of and for the period ended September 30, 2026 have been prepared assuming we will continue as a going concern. However, as described in Note 1 to our consolidated financial statements and under “Liquidity and Capital Resources –Going Concern” in Part I, Item 2 of this report, conditions and events exist that raise substantial doubt about our ability to continue as a going concern for the one-year period from the date of this report. The substantial doubt about our ability to continue as a going concern may affect the price of our common stock and our credit ratings, may negatively impact relationships with third parties with whom we do business, including customers, vendors and lenders, and may impact our ability to raise additional capital or implement our business plan.

Investors should also review the risk factors under “Item 1A. 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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