Mercer International plans Chapter 11 restructuring
The plan would cancel existing common stock, while the 2028 notes' interest grace period has been extended to 90 days.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Mercer International Inc. entered restructuring support agreements backed by holders of approximately 87% of its senior notes and 50% of its existing common stock. Mercer expects to pursue a prepackaged Chapter 11 plan with one non-operating subsidiary; milestones call for commencing cases by November 9, 2026, with completion targeted by December 31, 2026.
The plan contemplates a fully backstopped rights offering of $420.0 million of new-money senior secured notes, including $20.0 million of original issue discount and excluding the put option premium. Senior noteholders are expected to receive 91.5% of new common stock and 56.5% of new convertible preferred stock; existing shareholders are expected to receive 8.5% and 3.5%, respectively. Each allocation is subject to dilution, and existing common stock is expected to be canceled upon completion. Mercer expects operations to continue in the ordinary course.
Mercer elected not to make the approximately $25.8 million interest payment due October 1, 2026 on its 2028 notes. A supplemental indenture dated October 30 extended the interest-payment grace period from 30 to 90 calendar days. The restructuring remains subject to court confirmation, regulatory approvals and financing conditions, with no assurance of consummation.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed restructuring includes a fully backstopped $420.0 million rights offering. 50× market cap
Negative
- Major pointMercer elected not to make approximately $25.8 million of 2028 notes interest due October 1, 2026. 3.1× market cap
- Major pointMercer lists substantial doubt about its ability to continue as a going concern.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Existing common stock is expected to be canceled under the plan.
8-K Event Classification
Key Figures
Key Terms
prepackaged plan of reorganization regulatory
debtors-in-possession regulatory
Rights Offering financial
original issue discount financial
Plan Effective Date regulatory
FAQ
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Why did MERC extend the 2028 notes' interest grace period?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
Prepackaged Restructuring Pursuant to Restructuring Support Agreements
Mercer International Inc. (“Mercer”) and one non-operating subsidiary of Mercer (each, a “Company Party” and, together with their affiliates, the “Company”) intend to implement a comprehensive restructuring of the Company’s debt obligations and capital structure (the “Restructuring”) in accordance with the Restructuring Support Agreements (as defined below) with holders of (i)(a) approximately 85.3% of the aggregate outstanding principal amount of Mercer’s 12.875% Senior Notes due 2028 (the “2028 Senior Notes”) and (b) approximately 88.2% of the aggregate outstanding principal amount of Mercer’s 5.125% Senior Notes due 2029 (the “2029 Senior Notes” and, together with the 2028 Senior Notes, the “Senior Notes”), and (ii) approximately 50% of Mercer’s aggregate common stock (the “Existing Equity Interests”), pursuant to which such holders have committed, among other things, to vote in favor of the Plan (as defined below). The Restructuring is expected to be effectuated through a joint prepackaged plan of reorganization (the “Plan”) of Mercer and one non-operating subsidiary (the Company Parties that commence such cases, collectively, the “Debtors”) under voluntary cases (the “Chapter 11 Cases”) to be commenced under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code” and such chapter, “chapter 11”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). The Company does not expect any operational impact from the Restructuring and plans to continue to operate its business as usual and to serve customers and pay vendors and employees in the ordinary course of business, with the Debtors operating as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company expects to complete the Restructuring by the end of calendar year 2026. Mercer’s operating subsidiaries will not commence chapter 11 cases and will continue to operate their businesses as usual and in the ordinary course.
Pursuant to the Restructuring, holders of Senior Notes are expected to receive, among other things, their pro rata share of the Takeback Senior Secured Notes (as defined below), 91.5% of the New Common Stock (as defined below) and 56.5% of the New Convertible Preferred Stock (as defined below) (each subject to dilution as described below), and the right to participate in a fully backstopped rights offering of $420.0 million (inclusive of $20.0 million of original issue discount but exclusive of the Put Option Premium (as defined below)) of New Money Senior Secured Notes (as defined below). Holders of Existing Equity Interests are expected to receive their pro rata share of 8.5% of the New Common Stock and 3.5% of the New Convertible Preferred Stock (each subject to dilution as described below). General unsecured creditors are expected to be unimpaired under the Plan.
Capitalized terms used but not defined herein have the meanings given to them in the Restructuring Support Agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K (this “Current Report”).
| Item 1.01 | Entry into a Material Definitive Agreement. |
Restructuring Support Agreements
On November 2, 2026, the Company Parties entered into (i) a Restructuring Support Agreement with certain holders, or investment advisors, sub-advisors, or managers for the accounts of beneficial holders or beneficial holders, which such accounts or beneficial holders such investment advisors, sub-advisors, or managers have authority to bind or direct, of Senior Notes (collectively, the “Consenting Senior Noteholders”) and (ii) a Restructuring Support Agreement with materially similar terms with certain holders, or investment advisors, sub-advisors, or managers for the accounts of beneficial holders or beneficial holders, which such accounts or beneficial holders such investment advisors, sub-advisors, or managers have authority to bind or direct, of Existing Equity Interests (collectively, the “Consenting Equityholders” and, together with the Consenting Senior Noteholders, the “Consenting Stakeholders”) (in each case, together with all exhibits and schedules thereto, including the restructuring term sheet attached in each case thereto (the “Restructuring Term Sheet”), and together, the “Restructuring Support Agreements”).
As of the date of the Restructuring Support Agreements, the Consenting Senior Noteholders hold, own, or control approximately 87% of the aggregate outstanding principal amount of the Senior Notes and the Consenting Equityholders hold, own, or control approximately 50% of the aggregate outstanding amount of Existing Equity Interests.
The Restructuring Support Agreements contemplate that the Restructuring will be effectuated through the Plan, and the specific terms of the Restructuring will be further detailed in the Plan and the other definitive documents contemplated by the Restructuring Support Agreements.
Commitments and Representations
The applicable Company Parties and the Consenting Stakeholders have made certain customary commitments and representations in the Restructuring Support Agreements, including, among other things, to support and take all commercially reasonable actions reasonably necessary to facilitate the implementation and consummation of the Restructuring. Specifically, the Consenting Stakeholders have committed, among other things, to timely vote to accept the Plan and not to opt out of the releases provided under the Plan, and the Consenting Senior Noteholders have committed, during the Agreement Effective Period (as defined in the Restructuring Support Agreements), to forbear from exercising rights or remedies under the Existing Senior Notes Documents (as defined in the Restructuring Support Agreements) during the effectiveness of the Restructuring Support Agreement with the Consenting Senior Noteholders. The Company Parties have agreed, among other things, (i) to pay the reasonable and documented fees and expenses of the advisors to an ad hoc group of holders of Senior Notes Claims (as defined below) (the “Majority Ad Hoc Group”) and of the advisors to the trustees under the indentures governing the Senior Notes, (ii) not to enter into any commitment, agreement, amendment, waiver, forbearance, extension, or refinancing with respect to certain other indebtedness, or any new asset-based revolving credit facility, without the prior written consent of at least two unaffiliated Consenting Senior Noteholders holding at least 50.1% of the aggregate principal amount of the Senior Notes held by all Consenting Senior Noteholders (the “Required Consenting Senior Noteholders”), (iii) not to declare or pay dividends or repurchase equity, incur certain third-party indebtedness, or dispose of material assets outside the ordinary course of business, in each case subject to certain exceptions, (iv) not to seek or enter into any financing or other credit support from any governmental authority without the consent of the Required Consenting Senior Noteholders, and (v) to timely file all reports required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to take all commercially reasonable actions to list the New Common Stock on the New York Stock Exchange, the NASDAQ Capital Market, or other national securities exchange, on or as soon as reasonably practicable after the Plan Effective Date (as defined below), each in accordance with the terms of the Restructuring Support Agreements.
Milestones
The Restructuring Support Agreement with the Consenting Senior Noteholders contains certain milestones (the “Milestones”) relating to the progress of the Chapter 11 Cases, which include, among other things: (i) commencement of solicitation of votes on the Plan no later than one calendar day before the date on which the Chapter 11 Cases are commenced (the “Petition Date”); (ii) commencement of the Chapter 11 Cases no later than November 9, 2026; (iii) filing of the Plan, the disclosure statement relating to the Plan (the “Disclosure Statement”), and a motion seeking approval of the Disclosure Statement no later than one calendar day after the Petition Date; (iv) entry of an order conditionally approving the Disclosure Statement no later than three calendar days after the filing of the Disclosure Statement; (v) entry of an order approving the Debtors’ entry into the Backstop Commitment Letter (as defined below) (the “Backstop Order”) no later than twenty-two (22) calendar days after the Petition Date; (vi) entry of an order approving the Disclosure Statement and an order confirming the Plan (the “Confirmation Order”) no later than forty-five (45) calendar days after the Petition Date; and (vii) the occurrence of the date on which all conditions precedent to the effectiveness of the Plan have been satisfied in full or waived and the Plan becomes effective (the “Plan Effective Date”) no later than the earlier of (a) December 31, 2026 and (b) the date that is fourteen (14) calendar days after the Confirmation Order is entered. The Milestones may be extended with the prior written consent of the Required Consenting Senior Noteholders and the Company Parties.
Summary of Material Terms
The following is a summary of the material terms of the transactions contemplated by the Restructuring Support Agreements:
| • | Senior Notes: Holders of Allowed (as defined in the Restructuring Support Agreements) claims on account of the Senior Notes (“Senior Notes Claims”) are expected to receive their pro rata share of (i) the right to participate in the Rights Offering described below, (ii) 91.5% of a voting class of common equity interests to be issued by Mercer, as reorganized pursuant to the Plan (“Reorganized Mercer”) on the Plan Effective Date (the “New Common Stock”), subject to dilution by the management incentive plan (the “MIP”), the New Common Stock issued as Stapled Equity (as defined below), and the New Convertible Preferred Stock (if converted), (iii) 56.5% of a new class of convertible preferred equity interests in an aggregate amount of $325.0 million (the “New Convertible Preferred Stock”), and (iv) $150.0 million of takeback senior secured notes (the “Takeback Senior Secured Notes”). |
| • | Rights Offering: Holders of Allowed Senior Notes Claims will be offered the right (the “Rights”) to purchase their pro rata share of new money senior secured notes (the “New Money Senior Secured Notes” and, together with the Takeback Senior Secured Notes and the Put Option Premium Notes (as defined below), the “New Senior Secured Notes”) in an aggregate principal amount of $420.0 million, inclusive of $20.0 million of original issue discount but exclusive of the Put Option Premium (the “Rights Offering”). Each participant that elects to receive its Rights will also receive its pro rata share of 40.0% of the New Common Stock and 40.0% of the New Convertible Preferred Stock (the “Stapled Equity”), which will be issued as separate securities and will each be separately transferable from one another and from the New Money Senior Secured Notes. The Rights Offering will be fully backstopped by certain members of the Majority Ad Hoc Group, as described below under “Backstop Commitment Letter.” |
| • | New ABL Facility: On the Plan Effective Date, the Reorganized Company (as defined in the Restructuring Support Agreements) will enter into a new asset-based revolving credit facility, which may be implemented through a global facility or one or more regional facilities (the “New ABL Facility”), in an aggregate principal amount of up to $300.0 million, reduced by the principal amount the lenders under the Canadian ABL Facility (as defined below) agree to reinstate, extend, or provide under a new or amended facility. |
| • | Other Existing Indebtedness: The Company Parties will use best efforts to negotiate an amendment to the credit agreement governing the existing Canadian asset-based revolving credit facility of certain of Mercer’s subsidiaries (the “Canadian ABL Facility”) extending its maturity by five years (the “Canadian ABL Amendment”), although neither the execution nor the consummation of the Canadian ABL Amendment is a condition to the Restructuring. Subject to any Canadian ABL Amendment, indebtedness under the Canadian ABL Facility will be reduced by at least $41.0 million on the Plan Effective Date. The existing German revolving credit facility of certain of Mercer’s subsidiaries (the “German RCF”) will be repaid in full and terminated, and any outstanding letters of credit thereunder will be either transferred to the New ABL Facility or cash collateralized. The Demand Loan Facility and the Canadian Standby L/C Facility (each as defined in the Restructuring Term Sheet) are expected to remain unchanged and outstanding or to receive such other treatment as is reasonably agreed to by the Company Parties, the Required Consenting Senior Noteholders, and the holder of the applicable facility. |
| • | General Unsecured Creditors: All other unsecured creditors, including ongoing trade claims, will be unimpaired and paid in full on the Plan Effective Date or in the ordinary course of business. |
| • | Existing Equity Interests: Existing Equity Interests will be cancelled, and holders of Existing Equity Interests are expected to receive their pro rata share of 8.5% of the New Common Stock and 3.5% of the New Convertible Preferred Stock, subject to dilution by the MIP and the New Convertible Preferred Stock (if converted). Existing Unexercised Equity Interests (as defined in the Restructuring Support Agreements), including unexercised options and warrants, will be cancelled without any distribution. |
| • | Management Incentive Plan: The Reorganized Company will adopt the MIP reserving up to 8.5% of the New Common Stock on a fully diluted basis for directors, officers, and employees of the Reorganized Debtors (as defined in the Restructuring Support Agreements), with structure, awards, and terms to be determined by the Reorganized Board (as defined in the Restructuring Support Agreements) after the Plan Effective Date. |
Termination. Each of the parties to the Restructuring Support Agreements may terminate the applicable agreement under certain circumstances and subject to the terms set forth therein, including, among other things: (i) in the case of the Required Consenting Senior Noteholders, the failure to meet a Milestone, certain uncured material breaches by any Company Party, the termination of the Backstop Commitment Letter, or if any Company Party seeks or obtains an order of the Bankruptcy Court authorizing the rejection of the Restructuring Support Agreement with the Consenting Senior Noteholders; (ii) in the case of the Company, certain uncured material breaches by the Consenting Senior Noteholders or the Consenting Equityholders, as applicable, or the termination of the Backstop Commitment Letter; (iii) in the case of the Consenting Equityholders, certain uncured material breaches by the Company Parties or the termination of the Restructuring Support Agreement with the Consenting Senior Noteholders; (iv) the mutual agreement of the Company Parties and the Required Consenting Senior Noteholders or the requisite Consenting Equityholders, as applicable; and (v) in the case of the Company, upon written notice that any Company Party has made a Fiduciary Out Determination (as defined in the Restructuring Support Agreement with the Consenting Senior Noteholders), being a determination by its board of directors or similar governing body, acting reasonably, in good faith after consultation with outside counsel, that proceeding with the Restructuring would be inconsistent with the exercise of its fiduciary duties under applicable law. The Restructuring Support Agreements terminate automatically on the Plan Effective Date.
Consummation. Consummation of the Restructuring is subject to, among other things, confirmation of the Plan by the Bankruptcy Court, receipt of required regulatory approvals, entry into and funding of the New ABL Facility, funding of the New Senior Secured Notes, and payment of the Put Option Premium. Accordingly, no assurance can be given that the transactions contemplated by the Restructuring Support Agreements will be consummated.
The foregoing description of the Restructuring Support Agreements is not complete and is qualified in its entirety by reference to the Restructuring Support Agreement with the Consenting Senior Noteholders and the Restructuring Support Agreement with the Consenting Equityholders, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and are hereby incorporated by reference into this Item 1.01.
Backstop Commitment Letter
On November 2, 2026, the Company Parties entered into a Backstop Commitment Letter (the “Backstop Commitment Letter”) with certain members of the Majority Ad Hoc Group (the “Backstop Parties”). The following is a summary of the material terms of the transactions contemplated by the Backstop Commitment Letter:
| • | Rights Offering: The Backstop Commitment Letter provides that, as contemplated by the Restructuring Support Agreement with the Consenting Senior Noteholders, the Company Parties will conduct the Rights Offering pursuant to the Plan, in which each Rights Offering Participant (as defined in the Restructuring Support Agreements) will be offered the right to purchase its pro rata share of New Money Senior Secured Notes having, before inclusion of the Put Option Premium, an aggregate principal amount of $420.0 million, as it may be reduced in accordance with the Restructuring Term Sheet (the “New Money Amount”), and each Rights Offering Participant that exercises its Rights will receive its pro rata share of the Stapled Equity. The Company Parties may not change the record date or the subscription deadline for the Rights Offering without the prior written consent of the Required Backstop Parties (as defined below). |
| • | Commitments: The Backstop Commitment Letter provides that, subject to the terms and conditions therein, each Backstop Party has agreed, severally and not jointly, to give the Company Parties the right to require such Backstop Party to (i) exercise in full all Rights distributed to it in respect of Senior Notes held by it and purchase, at the Closing (as defined below), the New Money Senior Secured Notes subscribed for |
| thereby (the “Primary Commitments”) and (ii) purchase, at the Closing, its Backstop Commitment Percentage (as set forth in the Backstop Commitment Letter) of all New Money Senior Secured Notes not subscribed for in the Rights Offering (the “Backstop Commitments”), in each case subject to a cap equal to such Backstop Party’s Backstop Commitment Percentage of the New Money Amount. |
| • | Funding Defaults: If a Backstop Party fails to fund all or any portion of its Primary Commitment or Backstop Commitment by the applicable funding deadline (a “Defaulting Backstop Party”), each non-defaulting Backstop Party has the right, but not the obligation, to elect to purchase up to its adjusted pro rata share (based on Backstop Commitment Percentages of the non-defaulting Backstop Parties) of the New Money Senior Secured Notes that the Defaulting Backstop Party failed to fund, which notes will be accompanied by the related Stapled Equity, together with a corresponding portion of the Put Option Premium that would have been payable to the Defaulting Backstop Party. A Defaulting Backstop Party is not entitled to receive any portion of the Put Option Premium. |
| • | Put Option Premium: The Backstop Commitment Letter provides that, as consideration for the Company Parties’ right to require the Backstop Parties to fund their Primary Commitments and Backstop Commitments, the Company Parties will pay to the Backstop Parties, on the Plan Effective Date, a nonrefundable put option premium equal to $56.0 million in the aggregate (the “Put Option Premium”), allocated pro rata based on each Backstop Party’s Backstop Commitment Percentage, in the form of additional New Money Senior Secured Notes in an aggregate principal amount equal to the Put Option Premium (the “Put Option Premium Notes”), which will be fungible with the other New Money Senior Secured Notes and will not reduce the New Money Amount. If the Backstop Commitment Letter is terminated prior to the Plan Effective Date for any reason other than a breach by the Backstop Parties, the Put Option Premium is payable in cash on the earlier of twenty (20) business days after such termination and the consummation of an Alternative Transaction (as defined in the Restructuring Support Agreements). The Put Option Premium is fully earned as of the date of the Backstop Commitment Letter and will be deemed an administrative expense claim. |
| • | Backstop Order: The Company Parties are required to file a motion seeking entry of the Backstop Order no later than one (1) business day after the Petition Date and to obtain entry of the Backstop Order no later than twenty-two (22) days after the Petition Date (the “Backstop Order Deadline”); provided that if the Bankruptcy Court (as defined in the Restructuring Support Agreements) is unavailable to hold a hearing on such motion on or prior to such date for reasons not attributable to any act or omission of the Company Parties, the Backstop Order Deadline shall automatically be extended to the first date thereafter on which the Bankruptcy Court is available to hold such hearing, but in no event later than twenty-eight (28) days after the Petition Date. The Backstop Order Deadline may be extended only with the prior written consent of the Required Backstop Parties. |
| • | Indemnification: The Company Parties have agreed, jointly and severally, to indemnify the Backstop Parties and their related parties, subject to customary exceptions, including for losses resulting from fraud, bad faith, willful misconduct, or material breach by the indemnified party. |
The occurrence of the Plan Effective Date and the consummation of the Rights Offering (the “Closing”), including the obligations of the Backstop Parties to fund their Primary Commitments and Backstop Commitments, are subject to the satisfaction or waiver by the Required Backstop Parties of certain conditions, including, among other things, that (i) the Backstop Commitment Letter and the Restructuring Support Agreement with the Consenting Senior Noteholders shall remain in full force and effect, and the Company Parties shall be in compliance in all material respects with such Restructuring Support Agreement, including the Milestones, (ii) the Bankruptcy Court shall have entered the Backstop Order and the Confirmation Order, which shall have become a final order, and all conditions to the Plan Effective Date shall have been satisfied or waived, (iii) the Rights Offering shall have been conducted and New Money Senior Secured Notes in an aggregate principal amount equal to the New Money Amount shall have been subscribed for and purchased, and (iv) the Company Parties shall have issued the Put Option Premium Notes. The Backstop Commitment Letter terminates automatically upon the earliest of, among other things, (a) the termination of the Restructuring Support Agreement with the Consenting Senior Noteholders as to all parties thereto, (b) the Closing, and (c) 5:00 p.m. (Eastern Time) on December 31, 2026 (which time shall be automatically
extended for thirty (30) additional calendar days if the Plan Effective Date has not occurred solely because required Regulatory Approvals have not yet been obtained), subject to extension by up to 30 days with the written consent of the Backstop Parties that are not Defaulting Backstop Parties holding at least 50.1% of the aggregate Backstop Commitment Percentages (the “Required Backstop Parties”), and may be terminated by the Required Backstop Parties upon written notice following a material breach by any Company Party that remains uncured for five (5) business days after written notice or the failure of the Company Parties to comply with the deadline for entry of the Backstop Order.
The foregoing description of the Backstop Commitment Letter is not complete and is qualified in its entirety by reference to the Backstop Commitment Letter, a copy of which is filed as Exhibit 10.3 to this Current Report and is hereby incorporated by reference into this Item 1.01.
2028 Senior Notes Supplemental Indenture
On October 30, 2026, Mercer entered into a Second Supplemental Indenture (the “2028 Notes Supplemental Indenture”) with Computershare Trust Company, N.A., as trustee (the “2028 Senior Notes Trustee”), to the Indenture, dated as of September 21, 2023, between Mercer and the 2028 Senior Notes Trustee (as supplemented by the First Supplemental Indenture, dated as of April 15, 2026, between Mercer and the 2028 Senior Notes Trustee, the “2028 Senior Notes Indenture”), governing the 2028 Senior Notes. Mercer and the 2028 Senior Notes Trustee entered into the 2028 Notes Supplemental Indenture following receipt of consents from holders of at least a majority in aggregate principal amount of the outstanding 2028 Senior Notes, in accordance with Section 9.02 of the 2028 Senior Notes Indenture.
The 2028 Notes Supplemental Indenture amends Section 6.01(1) of the 2028 Senior Notes Indenture by extending the grace period for the payment of interest due on the 2028 Senior Notes from 30 calendar days to 90 calendar days.
As previously disclosed in Mercer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 2, 2026, Mercer elected not to make the approximately $25.8 million interest payment due October 1, 2026 on the 2028 Senior Notes and instead elected to utilize the 30-day grace period provided under the 2028 Senior Notes Indenture, the use of which did not constitute an Event of Default (as defined in the 2028 Senior Notes Indenture) under the 2028 Senior Notes Indenture.
The foregoing descriptions of the 2028 Notes Supplemental Indenture and the 2028 Notes Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of the 2028 Notes Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report and is hereby incorporated by reference into this Item 1.01, and the 2028 Notes Indenture, which is incorporated herein by reference to Exhibit 4.1 to Mercer’s Current Report on Form 8-K filed with the SEC on September 21, 2023.
| Item 7.01 | Regulation FD Disclosure. |
Press Release
On November 2, 2026, Mercer issued a press release announcing the Company Parties’ entry into the Restructuring Support Agreements and the Backstop Commitment Letter. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is hereby incorporated by reference into this Item 7.01.
Cleansing Material
Mercer entered into confidentiality agreements (the “Confidentiality Agreements”) with certain holders of the Senior Notes (the “Creditors”), including certain of the Consenting Senior Noteholders. The Confidentiality Agreements facilitated Mercer’s ability to engage in discussions with the Creditors regarding one or more potential restructuring
transactions (a “Potential Transaction”). Pursuant to the Confidentiality Agreements, Mercer agreed to publicly disclose certain confidential information previously disclosed to the Creditors (collectively, the “Cleansing Material”) upon the occurrence of certain events set forth in the Confidentiality Agreements. The Cleansing Material attached as Exhibit 99.2 hereto was prepared as of an earlier date and is being furnished in satisfaction of Mercer’s public disclosure obligations under the Confidentiality Agreements.
Cautionary Note on Information Regarding Projections
The financial projections, prospective financial information and forecasts (collectively, the “Projections”) included in the Cleansing Material were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the Public Company Accounting Oversight Board for the presentation and preparation of “prospective financial information.” The Company generally does not publicly disclose detailed prospective financial information. The Projections were prepared solely for the limited purpose of providing information in connection with the Company’s discussions about a Potential Transaction and should not be relied on to make an investment decision with respect to the Company.
The Projections have been prepared by, and are the responsibility of, the Company’s management. The Projections do not purport to present the Company’s financial condition in accordance with generally accepted accounting principles in the United States (“GAAP”). Neither the Company’s independent registered public accounting firm nor any other independent accountant has audited, reviewed, examined, compiled, or performed any procedures with respect to the Projections and, accordingly, none has expressed any opinion or any other form of assurance on such information or its achievability and none assumes any responsibility for the Projections.
The inclusion of the Projections should not be regarded as an indication that the Company or any other person considered, or now considers, the Projections to be a reliable prediction of future events, and does not constitute an admission or representation by any person that the expectations, beliefs, opinions, and assumptions that underlie such forecasts remain the same as of the date of this Current Report, and readers are cautioned not to place undue reliance on the prospective financial information.
The estimates and assumptions underlying the Projections are subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and many of which are beyond the control of the Company and may not prove to be accurate. The Projections also do not reflect future changes in general business or economic conditions, or any other transaction or event that may occur and that was not anticipated at the time this information was prepared. The Projections are not, and should not be regarded as, a representation that any of the expectations contained in, or forming a part of, the Projections will be achieved. The Projections are forward-looking in nature. Further, the Projections relate to multiple future years and such information by its nature becomes less predictive with each succeeding day.
The Projections include non-GAAP financial measures, as described in the Cleansing Material. The Company cannot provide a reconciliation between the non-GAAP financial measures included in the Projections and the most directly comparable GAAP measures without unreasonable efforts because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items required for the reconciliation. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results.
The information included in this Current Report under Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings. The information set forth in this Current Report and the exhibits attached hereto is not an offer to sell or exchange, or a solicitation of an offer to buy, any securities, or a solicitation of consents with respect to any securities.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report contains forward-looking statements involving risks and uncertainties, both known and unknown, that may cause the Company’s actual results to differ materially from those indicated in the forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including estimates, forecasts, and projections about possible or assumed future results of the Company’s business, financial condition, liquidity, results of operations, plans, and objectives and the Company’s industry and market growth. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “forward” or “continue” and similar expressions are used to identify forward-looking statements. All statements in this Current Report that are not historical are forward-looking statements, including statements regarding the timing and implementation of the transactions contemplated by the Restructuring Support Agreements and the Backstop Commitment Letter, the intent to solicit approval of the Plan and to implement the transactions contemplated by the Restructuring Support Agreements and file the anticipated Chapter 11 Cases, the Company’s ability to continue operating in the ordinary course, including continuing to serve customers and pay vendors and employees in the ordinary course, and the potential benefits of the transactions contemplated by the Restructuring Support Agreements, and the potential effects of such transactions on the Company’s financial position, capital structure, outstanding debt, interest expense, profitability and growth. Actual results could differ materially due to a number of factors, including, but not limited to, risks and uncertainties associated with the anticipated Chapter 11 Cases; the effects of the anticipated Chapter 11 Cases on the Company and the Company’s relationship with its various stakeholders, including vendors, suppliers, partners and customers; the Company’s ability to develop and implement the transactions contemplated by the Restructuring Support Agreements and whether the Plan will be approved by the Bankruptcy Court and the ultimate outcome of the anticipated Chapter 11 Cases in general; the length of time the Company will operate under the anticipated Chapter 11 Cases; the potential adverse effects of the anticipated Chapter 11 Cases on the Company’s liquidity and results of operations; the Company’s ability to confirm and consummate the Plan in the event that either of the Restructuring Support Agreements or the Backstop Commitment Letter is terminated; the Company’s ability to satisfy the significant conditions and milestones in the Restructuring Support Agreements; the timing or amount of any recovery, if any, to the Company’s stakeholders; uncertainty regarding the Company’s ability to retain key personnel; increased administrative and legal costs related to the anticipated Chapter 11 Cases; changes in the Company’s ability to meet its financial obligations during the Chapter 11 Cases and to maintain contracts that are critical to its operations; the effectiveness of the overall restructuring activities pursuant to the anticipated Chapter 11 Cases and any additional strategies that the Company may employ to address its liquidity and capital resources and achieve its stated goals; the actions and decisions of equity holders, creditors, regulators, and other third parties that have an interest in the anticipated Chapter 11 Cases, which may interfere with the ability to confirm and consummate the Plan and implement the transactions contemplated by the Restructuring Support Agreements; risks relating to the potential delisting of the Company’s common stock from the Nasdaq Global Select Market and future quotation of the common stock; the highly cyclical nature of the Company’s business; cyclical fluctuations in the price and supply of the Company’s raw materials, particularly fiber; inflation or a sustained increase in the Company’s key production and other costs, which would lead to higher manufacturing costs and could reduce the Company’s margins; disruptions in the global and European economies caused by geopolitical conflicts, including in the Middle East and Ukraine; the impacts of changes in international trade policies, including tariffs, duties or other trade barriers imposed by the United States or other nations; intense competition in the forest products industry; risks associated with climate change and social and governmental responses thereto; fluctuations in prices and demand for lumber and mass timber products; declines in demand for the Company’s solid wood segment lumber products due to competing technologies or materials; material disruptions to the Company’s production; the substantial capital requirements of the Company’s operations and the risk that the Company may be unable to maintain adequate capital resources to provide for such requirements; trends in non-print media and changes in consumer habits regarding the use of paper, which have adversely affected and are expected to continue to adversely affect the demand for market pulp; risks related to the Company’s employees and its dependence on key personnel; the risk that the Company’s long-lived assets become impaired, requiring the Company to record non-cash impairment charges that could have a material impact on its results of operations; the risk that the Company’s insurance coverage may not be adequate; the Company’s reliance on third parties for transportation services; the Company’s ability to offer products certified to globally recognized forestry management and chain of custody standards and to meet customers’ product or project specifications; failures or security breaches of the Company’s information technology systems; risks and uncertainties resulting from acquisitions; evolving sustainability reporting requirements and the environmental, social and governance preferences of customers, investors and other stakeholders; potential increases to the Company’s restructuring costs; the Company’s ability to obtain additional funding, including, among other things, from government funding, public
or private equity offerings, or debt financings, on favorable terms and on a timely basis, if at all; the Company’s ability to take certain actions with respect to its capital and debt structure; the Company’s level of indebtedness and its impact on the Company’s financial condition, results of operations and liquidity; the Company’s ability to comply with the terms of the temporary waiver obtained under its German revolving credit facility, to return to compliance by the end of the waiver period, or to obtain additional relief; changes in credit ratings issued by nationally recognized statistical rating organizations, which could adversely affect the Company’s cost of financing and the market price of its securities; the Company’s exposure to interest rate fluctuations; a weakening of the global economy, including capital and credit markets; political uncertainty, an increase in trade protectionism or geopolitical conflict and their effects on global macroeconomic activity and trade; the Company’s exposure to currency exchange rate fluctuations; a sustained relatively high interest rate environment, which could dampen macroeconomic conditions and business activity and reduce demand for the Company’s products; health epidemics or pandemics; losses resulting from unforeseen or catastrophic events, including terrorist attacks or natural disasters; extensive environmental regulation and the risk that the Company could incur substantial costs as a result of compliance with, violations of or liabilities under applicable environmental laws and regulations; changing energy legislation in Germany, where the Company sells surplus green energy, in response to high prices and energy shortages; the risk of violations of applicable laws relating to trade, export controls, foreign corrupt practices and competition by the Company’s international sales and operations; product liability claims; risks associated with any ongoing or new litigation; the risk that customers do not maintain their favorable perception of the Company’s brand and products, resulting in lower demand for its products; the risk that the Company’s products fail to perform or fail to meet customer requirements or expectations, resulting in significant additional costs; risks associated with strategic transactions; the risk that the Company is not able to successfully execute or achieve the potential benefits of the Company’s efforts to enhance its value; the substantial doubt about the Company’s ability to continue as a going concern; and other factors discussed in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent reports filed with the SEC. These forward-looking statements represent the Company’s judgment as of the date of this Current Report. Except as required under the U.S. federal securities laws and the rules and regulations of the SEC, the Company disclaims any intent or obligation to update any forward-looking statements after the date of this Current Report, whether as a result of new information, future events, developments, changes in assumptions or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 4.1 | 2028 Notes Supplemental Indenture, dated as of October 30, 2026, between Mercer International Inc. and Computershare Trust Company, N.A., as trustee, relating to the 12.875% Senior Notes due 2028. | |
| 10.1* | Restructuring Support Agreement, dated as of November 2, 2026, by and among Mercer International Inc., certain of its subsidiaries, and the Consenting Senior Noteholders (as defined therein). | |
| 10.2* | Restructuring Support Agreement, dated as of November 2, 2026, by and among Mercer International Inc., certain of its subsidiaries, and the Consenting Equityholders (as defined therein). | |
| 10.3* | Backstop Commitment Letter, dated as of November 2, 2026, by and among Mercer International Inc., certain of its subsidiaries, and the Backstop Parties (as defined therein). | |
| 99.1 | Press Release, dated November 2, 2026. | |
| 99.2 | Cleansing Material. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |
| * | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and certain identified information has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 2, 2026 | MERCER INTERNATIONAL INC. | |||||
| By: | /s/ Richard Short | |||||
| Richard Short | ||||||
| Chief Financial Officer and Secretary | ||||||
Exhibit 99.1
For Immediate Release
MERCER INTERNATIONAL ANNOUNCES COMPREHENSIVE RECAPITALIZATION AGREEMENT WITH SIGNIFICANT SUPPORT FROM NOTEHOLDERS AND SHAREHOLDERS
The Company Has Entered into an Agreement to Effectuate a Balance Sheet Restructuring Which Will Address $1.275 Billion of Senior Notes and Provide $400 Million of Fully Backstopped New Capital to Position Mercer for Long-Term Success
Operations will Continue in the Ordinary Course with No Impact on Customers, Suppliers and Employees
Highlights
| • | Significantly stronger balance sheet: Approximately $1.1 billion of Senior Notes to be exchanged for equity, reducing existing Senior Note debt by approximately 88%, with minimal cash interest requirements over the first two years following emergence, and no bond maturities until 2031. The Recapitalization eliminates approximately $96 million of annual cash interest on the Senior Notes |
| • | Substantial new capital and liquidity: $400 million of new money through a rights offering of new senior secured notes 100% backstopped by certain members of the Ad Hoc Group to provide significant liquidity to support Mercer’s operations post-emergence |
| • | Meaningful shareholder participation: Existing shareholders to receive approximately 8.5% of the new common stock and 3.5% of the new convertible preferred stock of the reorganized Company |
| • | Strong stakeholder support: Restructuring support agreements signed with holders of more than 87% of outstanding principal amount of Mercer’s Senior Notes and a majority of the outstanding shares of its common stock |
| • | Continuity of business operations: The Company and its operating businesses will continue to operate in the ordinary course of business: customers will continue to be served, vendors and unsecured claims will be paid in the ordinary course, and employee wages and benefits will continue without interruption |
| • | Expedited implementation: The Recapitalization is being implemented through a prepackaged joint Chapter 11 plan of reorganization for Mercer International Inc., the parent company, and Mercer International (Texas) LLC. No other subsidiary is directly impacted by the implementation of the plan of reorganization. Confirmation of the plan of reorganization is expected within approximately 45 days of filing, and the Recapitalization is expected to be completed by the end of 2026, subject to customary conditions, including receipt of any requisite regulatory approvals |
NEW YORK, NY, November 2, 2026 – Mercer International Inc. (Nasdaq: MERC) (“Mercer” or the “Company”) today announced that it has entered into restructuring support agreements (the “RSAs”) with holders of more than 87% of the aggregate outstanding principal amount of its 12.875% Senior Notes due 2028 and 5.125% Senior Notes due 2029 (together, the “Senior Notes”), including the members of an ad hoc group of noteholders (the “Ad Hoc Group”), and with holders of a majority of the outstanding shares of its common stock. The RSAs set out the terms of a comprehensive recapitalization of the Company (the “Recapitalization”) that is expected to significantly reduce Mercer’s debt, extend its maturity runway and provide substantial new liquidity.
Juan Carlos Bueno, President and Chief Executive Officer, stated: “This transaction is a decisive step forward for Mercer and is the result of constructive and arm’s-length negotiations between Mercer and key stakeholder groups.
With the support of the majority of our noteholders and shareholders, we are putting in place a much stronger balance sheet and the liquidity to navigate current pulp and lumber market and geopolitical conditions. Upon emergence, we will be better positioned to invest in, and grow, our business.
This is a balance sheet recapitalization only. Our mills in Germany, Canada and the United States are operating as usual, and we expect to continue to meet our commitments to customers, suppliers and employees in the ordinary course.”
Mr. Bueno continued, “I want to thank our employees for their dedication and hard work, our customers, suppliers and community partners for their continued support, and our noteholders and shareholders for their confidence in Mercer’s future. Their support reflects their confidence in our people, long-term business plan and high-quality pulp, lumber and mass timber products. We look forward to completing this process efficiently and emerging as a stronger company.”
The Recapitalization
The RSAs provide for the following principal terms, among others:
| • | New money rights offering: Holders of Senior Notes will have the right to purchase their pro rata share of $420.0 million aggregate principal amount of new senior secured notes (the “New Money Senior Secured Notes”), inclusive of $20.0 million of original issue discount, for aggregate cash proceeds of $400.0 million, subject to the terms of the RSAs (the “Rights Offering”). Each participant in the Rights Offering that exercises its rights will also receive their pro rata share of 40.0% of the new common stock and 40.0% of the new convertible preferred stock. |
| • | Full backstop: The Rights Offering is fully backstopped by certain members of the Ad Hoc Group, subject to the terms of a backstop commitment letter (the “Backstop Commitment Letter”). |
| • | Senior Notes: Holders of Senior Notes will receive their pro rata share of (i) 91.5% of the new common stock (subject to dilution by the management incentive plan, the new common stock issued in the Rights Offering, and the conversion of the new convertible preferred stock), (ii) 56.5% of the new convertible preferred stock, (iii) $150.0 million of new takeback senior secured notes and (iv) the rights to participate in the Rights Offering. |
| • | New senior secured notes: The New Money Senior Secured Notes, as well as $150 million of takeback notes and $56 million of put option notes, will (i) be issued under a single new indenture, (ii) will mature four years and 364 days after issuance and (iii) will have no scheduled amortization. For the first two years after issuance, the Company may elect to pay interest substantially in kind, preserving cash for the business. |
| • | Existing shareholders: Holders of existing common stock will receive their pro rata share of 8.5% of the new common stock and 3.5% of the new convertible preferred stock, in each case subject to dilution only by the management incentive plan and conversion of the new convertible preferred stock. Existing common stock will be cancelled when the plan of reorganization becomes effective. |
| • | New convertible preferred stock: The reorganized Company will issue $325.0 million of new convertible preferred stock, with dividends payable in kind and convertible into new common stock, on the terms set out in the RSAs. |
| • | Trade and other unsecured creditors: Trade claims and other general unsecured claims are unimpaired and are to be paid in full on the effective date of the plan of reorganization or in the ordinary course of business. |
In connection with the Recapitalization, the Company expects to repay, in whole or in part, its existing credit facilities and establish one or more new revolving credit facilities providing up to $300 million of aggregate revolving commitments.
The foregoing is a summary only. The RSAs will be filed as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, and investors should refer to those documents for further information, including their complete terms.
Implementation of the Recapitalization
To implement the transactions, Mercer and Mercer International (Texas) LLC, a non-operating U.S. subsidiary, expect to commence voluntary Chapter 11 prepackaged cases under the United States Bankruptcy Code (the “Chapter 11 Cases”) and file a plan of reorganization (the “Plan”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”). Completion of the Recapitalization is subject to customary conditions, including any requisite regulatory approvals and the Company is optimistic that it will be able to conclude this expedited Chapter 11 process by the end of 2026.
Mercer’s common stock continues to trade on Nasdaq under the symbol “MERC.” Nasdaq has discretionary authority under its listing rules to delist the securities of a company that commences Chapter 11 cases, and Mercer expects that it will receive notice from Nasdaq that it has determined to delist the common stock. If trading of the common stock on Nasdaq is suspended, Mercer expects that its common stock will be quoted on an over-the-counter market, although there can be no assurance that it will be quoted or that an active trading market will exist.
When the Recapitalization is completed, the existing common stock will be cancelled and holders will receive their pro rata share of the new common stock and new convertible preferred stock described above. On or after the effective date of the Plan, the Company intends to apply to list the new common stock on Nasdaq or another national securities exchange, subject to meeting the applicable initial listing requirements, and expects to continue to file periodic reports with the Securities and Exchange Commission. Shareholders will not need to take any action to receive their new securities, other than voting on the Plan if they wish to do so.
2028 Senior Notes Supplemental Indenture
As previously announced, Mercer elected not to make the interest payment due October 1, 2026 on its 12.875% Senior Notes due 2028 and to utilize the applicable grace period. On October 30, 2026, Mercer entered into a supplemental indenture extending that grace period from 30 calendar days to 90 calendar days.
Advisors
Houlihan Lokey is serving as investment banker, Alvarez & Marsal is serving as financial advisor, and Latham & Watkins LLP and Sangra Moller LLP are serving as legal counsel to the Company. Ducera Partners LLC is serving as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to the Ad Hoc Group. Stretto, Inc. is serving as claims and solicitation agent under the Recapitalization.
Additional Information
For additional information regarding the Restructuring, including related materials, please visit the Company’s investor relations website at https://mercerint.com/investors/.
About Mercer International Inc.
Mercer International Inc. is a global forest products company with operations in Germany, the United States and Canada with consolidated annual production capacity of 2.1 million tonnes of pulp, 1,023 million board feet of lumber, 210,000 cubic meters of cross-laminated timber, 45,000 cubic meters of glulam, 17 million pallets and 230,000 metric tonnes of biofuels. For further information about the Company, please visit www.mercerint.com.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. This press release is not a solicitation of votes to accept or reject the Plan or any other Chapter 11 plan. Any such solicitation will be made only pursuant to and in accordance with the disclosure statement and related solicitation materials, and only to the extent permitted by applicable law. The New Money Senior Secured Notes, put option notes, takeback senior secured notes and any new common stock or new convertible preferred stock to be issued in connection with the Rights Offering have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The new common stock and new convertible preferred stock to be distributed under the Plan, other than in connection with the Rights Offering, are expected to be issued pursuant to section 1145 of the Bankruptcy Code or another available exemption from registration under the Securities Act.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including statements regarding the Recapitalization and the Plan and its anticipated terms and the Company’s operations, liquidity and business plan. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to obtain the requisite acceptances of the Plan; the Company’s ability to complete the Chapter 11 Cases and obtain Court approval of the Plan and related relief on the anticipated timeline; the Company’s ability to satisfy the milestones and conditions under the RSAs and the conditions to effectiveness of the Plan; the termination of the RSAs or the Backstop Commitment Letter; the Company’s ability to consummate the Rights Offering and enter into new revolving credit facilities on the expected terms or at all; the effect of the Recapitalization and the Chapter 11 Cases on the Company’s liquidity, operations and relationships with customers, suppliers, employees and other stakeholders; the trading price and volatility of, and any suspension or delisting of, the Company’s existing common stock; the dilution of existing shareholders’ interests; whether the new common stock is listed on a national securities exchange; conditions in pulp, lumber and mass timber markets; and other operational and business risks, including those described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update them except as required by law.
APPROVED BY:
William D. McCartney
Chairman
(604) 684-1099
Juan Carlos Bueno
Chief Executive Officer
(604) 684-1099
Exhibit 99.2 Cleansing Materials OCTOBER 2026 SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT | SUBJECT TO FRE 408 & EQUIVALENTS
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Disclaimer This documen t (along with any related oral commentary and supplemental materials or updates, th is “Presen tation”) has been pr epared by Mercer International Inc. (“Mercer” or the “Company”) solely to provide each recipient h ereof with 98 certain information, in summary form only, relating to the Company and the Company’s proposed transaction(s). This Presentation is provided as of the date hereof, and Mercer undertakes no obligation to update or revise the financial 168 information set forth in this Presentation as a result of new information, future events or otherwise, except as otherwise required by law. The delivery of this Presentation should not create an y implication that there has been no change in 220 the business and affairs of the Company since such date. #62A8DC This Presentatio n contains information that is p roprietary or confidential in nature. By accepting this Presentation, each re cipient agrees to treat this Presentation and the information con tained herein in a confidential manner, to use this Presentation and such information only in conn ection with any prop osed transaction, and that this Presentation and such information shall not be divulged to any person or en tity or reproduced, disseminated, disclosed by the recipient, directly or indirectly, in whole or in part, in each case, other than to the extent permitted pursuant to the terms of the applicable confid entiality agreement or other non-disclosure agreement between the recipient and the Company entered 1 into in connection herewith. 95 Receipt of this Presentation does not create, nor is it intended to create, a contract or commitment between the Company and the recipient or any other party with respect to consummation o f any transaction. This P resentation may not be 0 relied upon by any party as the basis for any such contract or commitment. #015F00 Certain statements herein constitute “forward-looking statements” within the meaning of the Private Securities Litigatio n Reform Act of 1995, as amended, including, with out limitation financial projections and other estimates (collectively, the “Projections”) with respect to the anticipated performance of Mercer, that do not directly or exclusively relate to historica l facts. These forward-looking statements and Projections reflect Mercer’s intentions, plans, expectations, assumptions 0 and beliefs about future events and are subject to risks (including regu latory risks), u ncertainties and other factors, many of which are outside o f Mercer’s control. The risks described above are not exhaustive and additional factors could 37 adversely affect our business and financial performance, including the risk factors discussed u nder the section captioned “Ri sk Factors” in the Company's most recent Annu al R eport on Form 10-K and Company's Quarterly Reports on Form 10-Q, and as may be updated in Company's o ther filings with the U.S. Securities and Exchange Commission (the SEC ). These fo rwa rd-looking statements are generally identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” 61 “believe,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. The Projections have been prepared in good faith based upon assumptions that Mercer believes to be reasonable as of the date on the cover of this #00253D Presentation, it being understood that the Projections are as to future events and are not to be viewed as facts, that the Pr ojections are subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, that no assurance can be given that any particular Pro jections will be realized and that actual results during the period o r periods covered by any such Projections may differ significantly from the projected results an d such differences may be material. In addition, such forward-looking statements, estimates and Projections were not prepared with a view to public dis closure or compliance with published guidelines of the SEC, the guidelines established by the American Institute 145 of Certified Public Accountants or U.S. generally accepted accoun ting principles (“U.S. GAAP”) or any other applicable accoun ting principles. 26 Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. Accordingly, there can be no assurance that such forward - 57 looking statements and estimates will be realized. Because actual resu lts could differ materially from our intentions, p lans, expectations, assumptions and beliefs about the future, all forward-looking statements contained herein with #911A39 caution. Mercer does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, this Presentation contains certain non -U.S. GAAP financial measures. Because not all comp anies calculate non -U.S. GAAP fin ancial information identically (or at all), the presentations herein may not be comp arable to other 255 similarly titled measures used by other companies. The no n-U.S. GAAP financial information presented herein should b e considered in addition to, not as a substitute for, or superior to, finan cial measures calculated in accordance with U.S. GAAP . They are no t measurements of the Company’s financial performance under U.S. G AAP and should not be considered as altern atives to any performance measures derived in accordance with U.S. GAAP. The n on-U.S. GAAP financial 192 information has limitations as analytical tools, and you sh ould not consider it in isolation or as a substitute for analysis of the Company’s operating results as reported under U.S. GAAP. The Company compensates for these limitations by 0 relyin g primarily on the Company’s U .S. GAAP results and using the non-U.S. GAAP financial information on ly for supplemental pur poses. #FFC000 Mercer does not guarantee the accuracy or completeness of information which is contained in this Presentation (including info rmation which is stated to have been obtained from or is based upon trade and statistical services or other third- party sources). Any data on p ast performance, modeling or back-testing contained herein is no indication as to future performanc e. No representation, guarantee or warranty (express or implied) is made as to the reasonableness of the assumptions made with in or the accuracy or completeness of any modeling or back testin g. All opinions and estimates are given as of the date hereof and are subject to change. The information in this Presentation is not intended to predict 119 actual results and no assu rances are given with respect thereto. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accou nting or other advice. 119 This Presentatio n is for discussion and settlement purposes only and is subject to the provisions of Rule 408 of the Federal Rules of Evidence and other applicable statutes, rules, and doctrines protecting the use or disclosure of confidential 119 information and information exchanged in the context of settlement discussions. #777777 THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY BUSINESS, SECURITY, OPTION, COMMOD ITY, FUTU RE, LOAN OR CU RRENCY. IT IS NOT A COMMITMENT TO UNDERWRITE ANY SECURITY, TO LOAN ANY FUNDS OR TO MAKE ANY INVESTMENT. 192 NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY SECU RITIES IN ANY JUR ISDICTION IN WHICH ACTION FOR THAT PURPOSE IS R EQUIRED. NO OFFERS, SALES, R ESALES OR DELIVER Y OF ANY 192 SECURITIES OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO ANY SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND 192 REGULATIONS AND WHICH WILL NOT IMPOSE ANY OBLIGATION ON MERCER OR ANY OF ITS RESPECTIVE AFFILIATES. #C0C0C0 THIS DOCUMENT IS NOT INTENDED TO PROVIDE THE SOLE BASIS FOR ANY INVESTMENT DECISION IN CONNECTION WITH ANY PR OPOSED INVESTMEN T IN OR TRANSACTION INVOLVING THE COMPANY’S SECUR ITIES AND IS NOT A RECOMMENDATION WITH RESPECT TO ANY TR ANSACTION. RECIPIENTS SHOULD MAKE THEIR OWN. INDEPENDENT BUSINESS DECISION BASED ON ALL OTHER INFORMATION, ADVICE AND THEIR OWN JUDGEMENT. THE INFORMATION CONTAINED HER EI N IS NOT INTENDED TO BE D ISTRIBUTED TO ANY PROSPECTIVE OR ACTUAL INVESTORS AND , ACCORDINGLY, MAY NOT BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN THE RECIPIENT, AND IS NOT TO BE FORWARDED TO ANY OTHER P ERSON (INCLUDING ANY R ETAIL INVESTOR OR CUSTOMER), COPIED OR OTHERWISE REPRODUCED OR D ISTRIBUTED TO ANY SUCH PERSON IN ANY MANNER WHATSOEVER. Mercer and its respective affiliates, officers, directors, employees, legal counsel, professional advisors and agents do not accept responsibility, obligation or liability for the accuracy or completeness (or lack thereof) o f this Presentation or its contents including the Projections (except to the extent that such liability cannot be excluded by law). 2
Contents COMPANY & SITUATION OVERVIEW 4 01 LIQUIDITY OVERVIEW 13 02 FINANCIAL FORECAST 15 03 APPENDIX 21 04 Mill Detail 22 Mercer Mass Timber Overview 30 Financial Forecast Detail 36 Capital Structure (September 30, 2026) 51 German RCF Waiver Term Sheet 53 Simplified Legal Entity Chart 55 3
01 Company & Situation Overview
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Executive Summary 98 Mercer is in the process of evaluating transaction alternatives in light of macroeconomic headwinds and the Company’s recent and projected 168 financial performance 220 #62A8DC Macroeconomic & Industry Outlook 1 · Following cycle lows in 2025, the 2026 macroeconomic environment for both pulp and wood products remains challenged by sluggish global growth 95 · Northern Bleached Softwood Kraft (“NBSK”) markets remain challenging with some stabilization occurring in North America and Europe, but weak demand for 0 #015F00 market pulp in China · While the broader NBSK market manages through this period with both capacity closures and outages, producers continue to face a perfect storm of increased 0 wood and energy costs with sluggish demand growth in global markets 37 61 – Sawmills in Canada and Europe are contending with tariff impacts while European sawmills are also experiencing higher log costs as Russian sanctions, #00253D driven by its invasion of Ukraine, limited wood supply across the region. Sawmill closures and curtailments have had a knock-on effect in driving up woodchip prices globally for pulp mills. In addition, high energy prices in Germany have also impacted the price of wood chips, as they are a raw material 145 for the growing biofuel (wood pellets) industry 26 57 – More recently, the ongoing conflict in the Middle East has impacted global energy and transportation costs #911A39 · Foreign currency volatility is also impacting Mercer’s earnings and cash flows as the Company incurs most of its costs in either Euros or Canadian dollars and sells 255 most of its products in U.S. dollars 192 - A strengthening U.S. dollar relative to the Euro and Canadian dollar benefits the Company as the costs incurred in those currencies are reduced 0 #FFC000 - Based on 2025 operating costs, a $0.01 change in the USD/Euro exchange rate results in an ~$11 million change in operating costs and a $0.01 change in the USD/CAD exchange rate yields a ~$9 million change in operating costs 119 119 Incremental Liquidity Need & Near-Term Maturities 119 · Due to recent financial performance as well as the Company’s projected liquidity forecast, Mercer will need a holistic liquidity solution to fund operations and #777777 address its upcoming maturities under the Canadian ABL (January 2027) and German RCF (September 2027) 192 (1) · The Company is forecasting a peak liquidity need of ~$428 million , of which ~$414 million is used to repay the existing credit facilities, ~$54 million is used to 192 fund the Company’s projected operating cash flow need and ~$40 million is used to fund illustrative transaction fees, partially offset by ~$80 million of projected 192 cash on hand #C0C0C0 - The peak liquidity need is based on the unlevered free cash flow under the Company’s financial forecast and assumes a full take-out of the existing Canadian ABL and German RCF on December 31, 2026 - The peak liquidity does not include (i) any further interest payments to existing Senior Notes and (ii) any interest associated with any new financing to fund the peak liquidity need Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Does not reflect impact of unscheduled downtime and unforeseen additional costs at Rosenthal in Q4 2026, currently estimated at $15 million and subject to confirmation 5
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Financial Challenges Driven by Temporary Geopolitical Factors 98 Mercer’s financial position is a result of three major geopolitical events that are not permanent in nature 168 220 #62A8DC Wood competing with fossil fuels for energy with Russian gas embargo 1 95 0 Incremental wood scarcity driven by reduced Russian imports Russia / Ukraine Conflict #015F00 0 Higher energy costs and Ukraine pallet dumping resulting in lower 37 product demand 61 #00253D 145 Weakening U.S. dollar driving higher costs in Germany and Canada 26 57 #911A39 Chinese exports redirected resulting in reduced softwood pulp demand U.S. Tariff Regime 255 192 Inflation impact keeping interest rates higher for longer 0 #FFC000 119 119 Freight and fuel costs elevated 119 #777777 Chemical input costs rising 192 Iran Conflict 192 192 #C0C0C0 Global uncertainty All three geopolitical events affecting Mercer are event driven and transitory 6
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Global Pulp Trends 98 Pulp prices remain depressed given challenging industry dynamics 168 220 (2) Commentary Historical Global Pulp Prices, Net ($ / ADMT) #62A8DC • Global NBSK and Northern Bleached Hardwood Kraft (“NBHK”) pulp North American NBSK China NBSK 1 prices (net) are down 20% - 30% relative to peak pricing realized in 2022 North American NBHK China NBHK 95 $1,200 0 • Given pricing dynamics, over 2.7 million tons of Bleached Softwood Kraft #015F00 Pulp (“BSKP”) market capacity have been removed from the market since 2023 $900 $759 0 • In addition to capacity closures, market-related curtailments regularly $698 37 occurred in 2025 and are repeating in 2026, further reducing market pulp 61 $635 $600 volumes #00253D $585 (1) – YTD 2026 curtailments totaled ~0.5 million metric tons 145 $300 • Since 2019, Chinese Bleached Hardwood Kraft Pulp (“BHKP”) imports 26 increased ~0.85 million metric tons per year on average while BSKP 57 imports decreased ~0.1 million metric tons per year on average – #911A39 Q1 2022 Q1 2023 Q1 2024 Q1 2025 Q1 2026 255 (1)(3) 192 Historical China Pulp Imports (mm MT) Global BSKP Capacity Shutdown (‘000s MT) 0 #FFC000 BSKP Shutdown Cumulative BSKP Shutdown 119 119 3,425 119 2,725 #777777 2,305 192 1,675 192 192 700 630 #C0C0C0 420 2023 2024 2025 YTD 2026 Source: Company estimates and various industry consultants (1) YTD 2026, as of June 2026 (2) Reflects the average net pulp price as reported by RISI, TTO BMA and Hawkins Wright (3) Excludes ~500k MT of 2026 curtailments (non-permanent) announced 2026 YTD 7
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Fiber Update 98 Fiber costs continue to rise in Germany on higher demand and less supply while Mercer’s Canadian operations are relatively insulated from local 168 fiber price dynamics 220 #62A8DC Commentary German Wood Pellet Production for Energy (mm MT) 1 · German Fiber: Ukraine / Russia conflict resulted in (i) higher 95 demand for heating wood pellets driven by government policy to 0 incentivize burning wood for energy production and (ii) lower #015F00 4.0 3.5 Russian wood fiber imports 2.5 2.2 0 – Annual wood pellet production for energy use in Germany 1.3 1.0 37 0.9 increased at a ~28.2% CAGR since 2019, thereby increasing 61 competition for wood chips #00253D 2019 2020 2021 2022 2023 2024 2025 – In Northern Europe, Russian wood fiber flow ceased, creating 145 a higher fiber pricing environment as Northern Europe began 26 sourcing more fiber from Germany and Poland 57 3 #911A39 – Calamity wood (i.e., wood that must be harvested due to Russian Wood & Timber Export Volume to Europe (mm m ) beetle infestations or unexpected environmental disasters) 255 expectations also did not materialize, which led to low harvest 192 levels and reduced the amount of wood available in the 0 19.8 18.5 market #FFC000 16.5 · Canadian Fiber: Mercer’s Canadian pulp mills are relatively 119 insulated from localized fiber supply shortages and price dynamics 119 relative to its competitors 119 #777777 – The Celgar and Peace River pulp mills do not have a near term 5.5 fiber supply or cost issue despite rising fiber costs driven by 192 Canadian sawmill curtailments from U.S. tariffs 192 192 0.5 0.2 – Mercer manages 6 million hectares of forest tenures in Alberta 0.1 #C0C0C0 with more than enough forest area to harvest to serve Peace 2019 2020 2021 2022 2023 2024 2025 River – Celgar is able to effectively source wood from the U.S. despite lower harvest levels and sawmill closures in British Columbia Source: Natural Resources Canada and various industry consultants 8
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Mercer | Historical Pulp Segment Results 98 Pulp Sale Price ($ / ADMT) Fiber Cost ($ / ADMT) 168 • Pulp segment earnings 220 $368 #62A8DC $875 $347 and cash flow significantly $324 $761 $764 $293 $715 $708 $690 $273 declined since the 2022 1 $216 95 peak 0 #015F00 • Average pulp price per 0 ADMT declined at a ~2.3% 37 2021 2022 2023 2024 2025 LTM 2021 2022 2023 2024 2025 LTM 61 CAGR from 2021 through Q1'26 Q1'26 #00253D Pulp Sale Price Less Fiber Costs ($ / ADMT) Pulp Segment EBITDA ($mm) Q1 2026 145 $453 26 $367 • Fiber cost per ADMT $602 57 $545 $261 $472 #911A39 increased at a ~13.3% $391 $361 $322 255 CAGR from 2021 through $66 $16 192 Q1 2026 0 #FFC000 ($27) • Segment EBITDA for the 2021 2022 2023 2024 2025 LTM 2021 2022 2023 2024 2025 LTM 119 Q1'26 Q1'26 119 Q1 LTM 2026 period was 119 negative ~$27 million #777777 Pulp Segment CapEx ($mm) Pulp EBITDA Less CapEx ($mm) while cash flow, defined as $306 192 $147 $228 $139 $215 192 EBITDA less CapEx, was 192 $90 #C0C0C0 negative ~$88 million $63 $61 $46 ($24) ($47) ($88) 2021 2022 2023 2024 2025 LTM 2021 2022 2023 2024 2025 LTM Q1'26 Q1'26 (1) Historical segment results per public filings 9
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Mercer | Historical Solid Wood Segment Results 98 Lumber Price ($ / Mfbm) Solid Wood Fiber Cost ($mm) 168 • Solid wood segment 220 $284 $270 #62A8DC $703 $699 earnings and cash flow $243 $239 $543 $533 failed to gain traction after 1 $185 $462 $435 95 $126 posting positive results in 0 #015F00 2021 and 2022 0 • Average lumber price per 37 2021 2022 2023 2024 2025 LTM 2021 2022 2023 2024 2025 LTM 61 Mfbm declined ~5.8% per Q1'26 Q1'26 #00253D Solid Wood All Other Costs ($mm) Solid Wood EBITDA ($mm) year from 2021 through 145 $122 26 Q1 2026 $102 $555 57 $544 $538 $525 #911A39 • Total fiber cost increased $341 255 ~21.0% per year from $204 192 2021 through Q1 2026 0 ($4) #FFC000 ($25) ($30) ($31) while volumes only 2021 2022 2023 2024 2025 LTM 2021 2022 2023 2024 2025 LTM 119 increased modestly Q1'26 Q1'26 119 119 • Segment EBITDA for the #777777 Solid Wood CapEx ($mm) Solid Wood EBITDA Less CapEx ($mm) $46 Q1 LTM 2026 period was $103 192 $38 $71 192 negative ~$31 million $31 192 $25 #C0C0C0 $21 while cash flow, defined as $19 EBITDA less capex, was ($42) ($51) ($51) negative ~$51 million ($76) 2021 2022 2023 2024 2025 LTM 2021 2022 2023 2024 2025 LTM Q1'26 Q1'26 (1) Historical segment results per public filings 10
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Customer & Fiber Supply Contracts Overview 98 The Company sells pulp to contracted customers as well as the spot market, while lumber is sold almost entirely into the spot market. Fiber 168 purchases are made through the open market and on a contracted basis 220 #62A8DC 1 Structure 95 · The Company’s global sales and marketing group handles sales for North America & Europe to roughly 260 customers with no 0 customer accounting for more than 10% of revenue while sales to Asia are made directly or through commission agents #015F00 · North America: ~15% contracted and ~85% spot market 0 · Europe: ~80% contracted and ~20% spot market 37 Contracted Volumes 61 Pulp Sales · Contracts structured with buying incentives based on volume purchased #00253D · Mercer is able to strategically flex sales into the spot market to prioritize contract demand, if needed 145 Contracted Pricing 26 · North America: Quoted list price less negotiated discounts 57 #911A39 · Europe: Quoted list price less negotiated discounts · China / Asia: Quoted net price (no fixed-price sales) 255 192 0 #FFC000 Structure · Consistent with industry standard, substantially all solid wood products are sold in the spot market 119 Solid Wood Pricing 119 Sales 119 · North America: Priced using market benchmarks, primarily Random Lengths benchmarks #777777 · Europe: Negotiated per order given customized dimensions 192 192 192 Structure #C0C0C0 · Fiber requirements met through open market purchases and contract purchases Fiber Supply · Contract length varies from quarterly to annual purchases (with some multi-year contracts) Pricing · Volume based commitments with negotiated market price 11
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 One Goal One Hundred Program 98 Mercer continues to execute on its $100 million strategic profitability initiative with ~$29 million of benefits realized in 2025 relative to 2024 and 168 ~$85 million of benefits projected to be realized in 2026 when compared to 2024 220 #62A8DC (1) Overview Net Benefits by Location ($mm) 1 2026 · Company-wide profitability improvement program initiated in 95 (2) YTD 2025 Incremental 2026 0 April 2025 #015F00 Actual Realized Identified Total - Focused on increasing operating margins through mill Savings 0 reliability initiatives as well as aggressive cost reduction Celgar $0.4 $2.9 $3.2 $6.1 37 Peace River 2.2 3.6 4.3 7.9 programs across all business units 61 Stendal 11.9 7.3 9.7 17.0 #00253D · 2024 actuals used as baseline to measure improvement Rosenthal 2.6 3.8 1.8 5.6 Torgau 2.6 4.1 3.8 7.9 145 · Program is reviewed by management on a monthly basis 26 Friesau 0.9 1.6 1.0 2.6 57 · The costs savings illustrated are included in the Company’s Mass Timber 0.9 0.8 0.6 1.4 #911A39 financial forecast Forestry Services 0.1 0.1 – 0.1 Total Savings $21.6 $24.2 $24.4 $48.6 255 2026 Identified Revenue & Savings by Category 192 Reliability 0 #FFC000 Celgar $2.3 – $1.6 $1.6 Peace River 11.0 – 11.4 11.4 (3) 119 Stendal 1.4 – 9.9 9.9 119 Rosenthal (1.9) – 0.1 0.1 119 Friesau (0.6) – (0.1) (0.1) #777777 Torgau (0.1) – – – Mass Timber (4.9) – 13.5 13.5 ~$49mm 192 Forestry Services – – – – 192 192 Total Reliability $7.3 – $36.4 $36.4 #C0C0C0 Total Savings & Reliability $28.9 $24.2 $60.8 $85.0 Source: Company estimates (1) All benefits are shown on a net basis after deducting applicable costs to implement the benefit (2) As of June 2026 (3) Reflects yield improvement from consuming less wood per metric ton of pulp production 12
02 Liquidity Overview
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Liquidity Trough 98 Mercer is currently forecasting a peak liquidity need of ~$428 million in July 2027 168 220 #62A8DC (1)(2)(3) Overview Illustrative Liquidity Trough Summary ($mm) 1 $ · The peak liquidity need is based on the Company’s financial 95 German RCF Balance as of 12/31 $315 forecast 0 Canadian ABL Balance as of 12/31 99 #015F00 · The peak liquidity need accounts for the cumulative unlevered free Total Credit Facility Balance as of 12/31 $414 cash flow deficit through July 2027 and does not include any (-) Projected Cash Balance as of 12/31 (Excludes Oct Interest) (80) 0 37 further interest payments to the existing Senior Notes and any Net Credit Facility Balance as of 12/31 $334 61 incremental interest on new money financing to fund the peak (+) Unlevered Free Cash Flow Deficit (Through July 2027) 54 #00253D liquidity need (+) Illustrative Transaction Fees 40 (+) 2029 Notes February Interest Payment – 145 · The peak liquidity need assumes the Company will have access to Consolidated Liquidity Trough $428 26 an undrawn global ABL facility to fund its minimum liquidity needs 57 #911A39 - To the extent a global ABL facility cannot be procured, the peak liquidity need would likely be increased 255 192 (1)(2)(3) Consolidated Liquidity Trough Based on Unlevered Free Cash Flow ($mm) 0 #FFC000 $400.0 $290.3 119 $151.1 July 2027 Peak Intra-quarter $200.0 119 $70.7 Liquidity Trough: ~$428.1mm 119 ($23.2) #777777 – ($139.3) ($201.9) ($234.0) 192 ($200.0) ($312.8) ($365.5) 192 ($374.4) ($409.1) 192 ($400.0) #C0C0C0 ($600.0) Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2026 2027 2027 2027 2027 2028 2028 2028 2028 2029 2029 2029 2029 2030 2030 2030 2030 2031 2031 2031 2031 Note: Excludes impact of maturities or reductions in facility commitments (3) Does not reflect impact of unscheduled downtime and unforeseen additional costs at Rosenthal in Q4 Note: Reflects preliminary results for Q3 2026 which are subject to change 2026, currently estimated at $15 million and subject to confirmation (1) Excludes liquidity balances from certain non-material subsidiaries (2) Excludes impact from potential government financing, beyond financing already received by MPR 14
03 Financial Forecast
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Financial Forecast Overview 98 168 · Forecast built on a “bottoms-up” basis, reflecting direct input from each business unit 220 #62A8DC · Global key assumptions developed based on internal management discussions, various third -party industry / market research publications and mill / location specific metrics 1 · All business segments assumed to operate in the ordinary course 95 · The forecast does not include any impact from the resolution of the Russia-Ukraine conflict or any modification to the existing U.S. tariff regime. It 0 does assume that the Iran conflict will be resolved by late 2027/early 2028, which will lower gas prices in Germany. The forecast also does not General include any positive results from further strategic initiatives outside Torgau’s operational restructuring #015F00 · Government funding has been included in the forecast: 0 – MPR government funding received: C$17.1mm provincial grant (C$10mm received Sept 1, 2026, C$7.1mm received Oct 8, 2026), C$9.4mm of federal grant (C$1mm received Aug 10, 2026) and loan (C$4.3mm received Aug 12, 2026 and C$4.1mm received Aug 19, 2026) 37 61 – Forecast assumes additional government grants during forecast period that are credited to Fixed Costs for accounting purposes #00253D · Peace River gradually reaches a 45 / 55 NBSK / NBHK production mix by the end of 2027 145 26 · Forecast pulp prices based on internal discussions with senior pulp sales executives in Europe and North America and then com pared to third-party 57 pricing sources (e.g., RISI, Hawkins Wright) to validate reasonableness #911A39 · Forecast lumber prices based on internal discussions with sales leaders and then compared to third-party pricing sources, where applicable, to validate reasonableness Revenue 255 · Sales volume forecast matches production schedule and output capacity for each mill 192 · Mass Timber contract revenue forecast based on an assessment of current ongoing projects, future high probability project win s and future 50/50- 0 probability projects #FFC000 · Forecasted wood costs set by Mercer’s wood buying group (Holz) based on internal expectations of the market and the productio n schedule of each 119 mill 119 · Freight expense assumptions calculated separately for each major customer and geography 119 Expenses · Chemical costs forecasted by the Company’s purchasing group based on market expectations and current contracts with volumes b ased on planned #777777 production · Labor expense calculated based on the forecasted shifts at each mill 192 192 · Stendal’s next major maintenance is scheduled to be in fall 2027, and subsequent major maintenance is scheduled every 18 months thereafter 192 Maintenance · Rosenthal's fall 2026 major maintenance shutdown was extended through October 2026 by unscheduled downtime from a wastewater discharge #C0C0C0 Expense issue · Capital expenditures reflect sustaining maintenance levels only: no growth or transformative capex at Peace River, Rosenthal and Stendal, which Capital Expenditures could provide material upside to the forecast Foreign Exchange · Foreign exchange rate assumptions developed from market research and bank forecasts Rates 16
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Key Financial Metrics 98 168 220 Revenue ($mm) Average Pulp Sale Price ($ / ADMT) #62A8DC $2,704 $2,641 $875 $872 1 $855 $2,494 $819 $2,427 $797 95 $790 $762 $765 $2,281 $2,233 0 $715 $708 $2,043 $670 $1,994 #015F00 $1,891 $1,868 $1,803 0 37 61 #00253D 145 26 57 #911A39 2021A2022A2023A2024A2025A2026E 2027E 2028E 2029E 2030E 2031E 2021A2022A2023A2024A2025A2026E 2027E 2028E 2029E 2030E 2031E 255 Gross Profit ($mm) Operating EBITDA ($mm) 192 0 #FFC000 $537 $622 $479 $540 119 $387 119 $482 $378 $472 119 $311 $400 #777777 $263 $354 $244 $331 $171 192 $259 192 192 $18 $115 #C0C0C0 $79 $62 ($4) ($22) 2021A2022A2023A2024A2025A2026E 2027E 2028E 2029E 2030E 2031E 2021A2022A2023A2024A2025A2026E 2027E 2028E 2029E 2030E 2031E Note: Does not reflect impact of unscheduled downtime and unforeseen additional costs at Rosenthal in Q4 2026, currently estimated at $15 million and subject to confirmation Note: Reflects preliminary results for Q3 2026 which are subject to change 17
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Annual Financial Forecast | Consolidated ($ in millions except per unit metrics) 98 168 2021A 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E 220 Revenue $1,803 $2,281 $1,994 $2,043 $1,868 $1,891 $2,233 $2,427 $2,494 $2,641 $2,704 #62A8DC (-) Selling Expenses (188) (242) (241) (227) (217) (245) (267) (289) (299) (313) (316) Net Mill Realizations $1,615 $2,039 $1,753 $1,816 $1,651 $1,646 $1,966 $2,137 $2,195 $2,327 $2,388 1 (-) Fiber (509) (676) (839) (765) (876) (937) (942) (942) (963) (1,002) (1,027) (-) Chemicals (100) (140) (152) (121) (125) (128) (156) (162) (167) (175) (176) 95 (-) Energy (107) (139) (136) (82) (67) (61) (73) (102) (104) (108) (103) 0 (-) Labor (103) (110) (135) (145) (153) (161) (160) (169) (175) (176) (180) #015F00 (-) Maintenance (164) (176) (175) (194) (222) (169) (205) (205) (242) (185) (216) (-) Other Variable Costs (10) (16) (40) (45) (28) (55) (66) (74) (85) (94) (104) 0 (-) Other Fixed Costs (52) (67) (54) (89) (110) (78) (96) (78) (107) (116) (106) 37 (-) Purchase of Finished Goods (88) (101) (98) (24) (0) (0) 0 – – – 0 61 (+/-) Change in Finished Goods 53 (3) (5) (33) 6 16 (8) (3) 4 0 5 #00253D (+/-) Exchange Gain (Loss) 5 12 (5) 14 (15) 5 (1) (1) (1) – – Gross Profit $540 $622 $115 $331 $62 $79 $259 $400 $354 $472 $482 Gross Margin % 29.9% 27.3% 5.8% 16.2% 3.3% 4.2% 11.6% 16.5% 14.2% 17.9% 17.8% 145 (-) SG&A (61) (85) (97) (87) (85) (83) (88) (89) (91) (93) (94) 26 Operating EBITDA $479 $537 $18 $244 ($22) ($4) $171 $311 $263 $378 $387 57 Operating EBITDA Margin % 26.6% 23.5% 0.9% 11.9% (1.2%) (0.2%) 7.7% 12.8% 10.5% 14.3% 14.3% #911A39 (+/-) Change in Net Working Capital (192) (26) 42 0 118 (75) (41) (27) (8) (16) (15) (-) Net Capital Expenditures (120) (173) (127) (85) (83) (48) (107) (120) (113) (95) (86) (2) 255 (+/-) Other (20) (19) 10 (29) 4 (1) (14) (33) (47) (57) (66) 192 Unlevered Free Cash Flow $147 $319 ($57) $130 $17 ($128) $9 $132 $95 $210 $220 0 Sales Volume Metrics #FFC000 Total Pulp ('000s ADMT) 1,813 1,918 1,951 1,900 1,830 1,794 1,885 1,998 1,977 2,029 2,011 Lumber (MMfbm) 420 410 501 470 465 453 523 565 567 562 561 119 Energy Sold ('000s MWh) 777 861 993 924 856 841 889 1,021 1,007 995 1,172 119 3 Manufactured Volume ('000s m ) 4 29 33 31 27 44 61 73 87 102 118 119 Pallets (mm units) – 3 11 10 9 8 8 8 8 8 8 #777777 Biofuels ('000s MT) – 50 145 184 136 151 140 123 123 123 123 192 192 192 #C0C0C0 Note: Does not include contribution from certain non-material subsidiaries Note: Does not reflect impact of unscheduled downtime at Rosenthal in Q4 2026, which is estimated to cost $15 million Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Numbers reflect financial contribution from acquired entities as of date of acquisition (2) Includes taxes, capital leases and changes due to foreign exchange 18
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Illustrative Forecast Sensitivities 98 The tables below highlight the 2026 and 2027 EBITDA sensitivities based on changes to pulp pricing, exchange rates and fiber costs. Note the 168 EBITDA impact from the increase in fiber costs may be offset by an increase in pulp prices and / or the strengthening of the U.S. dollar against both 220 the Canadian dollar and the Euro #62A8DC 1 95 Illustrative 2026E EBITDA Sensitivities ($mm) Illustrative 2027E EBITDA Sensitivities ($mm) 0 Change in Pulp Price ($ / ADMT) Change in Pulp Price ($ / ADMT) #015F00 Change in Pulp Price ($ / ADMT) ($20) ($10) – $10 $20 ($20) ($10) – $10 $20 0 $1 $5 $8 $11 $15 (10.0%) $202 $215 $228 $241 $254 (10.0%) 37 (5) (1) 2 5 9 (5.0%) 61 (5.0%) 173 187 200 213 226 #00253D 0.0% (11) (8) (4) (1) 3 145 158 171 184 198 0.0% (17) (14) (10) (7) (4) 5.0% 5.0% 117 130 143 156 169 145 26 (23) (20) (16) (13) (10) 10.0% 88 101 115 128 141 10.0% 57 #911A39 Change in USD / EUR Exchange Rate CC hh aa nn ge ge in in U U SD SD / / E U EU RR E x Ex ch ch aa nn ge ge R R aa te te 255 192 ($0.050) ($0.025) – $0.025 $0.050 ($0.050) ($0.025) – $0.025 $0.050 0 ($2) ($0) $1 $3 $4 $180 $186 $193 $199 $205 $0.050 $0.050 #FFC000 (4) (3) (2) (0) 1 170 176 182 188 194 $0.025 $0.025 119 – (7) (6) (4) (3) (2) – 159 165 171 178 184 119 (10) (8) (7) (6) (4) 148 154 161 167 173 ($0.025) ($0.025) 119 (12) (11) (10) (8) (7) 138 144 150 156 162 #777777 ($0.050) ($0.050) 192 192 192 #C0C0C0 Note: Does not reflect impact of unscheduled downtime at Rosenthal in Q4 2026, which is estimated to cost $15 million Note: 2026 is annualized and only Q4 has been sensitized 19 Change in USD % Change in / CAD Exchange Pulp Fiber Cost Rate / MT Change in USD % Change in / CAD Exchange Pulp Fiber Cost Rate / MT
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Historical and Projected Working Capital Metrics 98 168 Working Capital Metrics (Days) 220 #62A8DC Days Sales Outstanding FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 Pulp 67 69 69 67 68 68 67 67 1 Solid Wood DSO decreases in 2026, reflecting the Solid Wood 32 30 28 21 22 22 22 23 95 planned shift reduction at Torgau. It falls further Consolidated 58 58 56 53 54 53 53 53 0 through the forecast period as MMT moves from start-up to normalized operations #015F00 0 37 61 Days Payables Outstanding FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 #00253D Pulp 32 28 25 23 24 23 22 22 Solid Wood DPO is higher in 2024, driven by MMT's start-up phase and lower production 145 Solid Wood 33 23 21 23 22 22 21 21 costs. German pulp DPO is forecast to decrease 26 Consolidated 33 27 24 23 23 23 21 21 as average payables decrease in alignment with 57 mill shutdown timing; which lengthen to 18- month cycles at Stendal in the long-term plan #911A39 255 192 Pulp Fiber Inventory Days fall to 24 in 2026 from 0 Inventory Days (Fiber) FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 53 in 2024 and 44 in 2025. The elevated 2024 and #FFC000 Pulp 53 44 24 32 34 35 35 36 2025 levels reflect a fiber build-up after an MPR Solid Wood 25 19 16 18 20 21 21 22 mechanical failure in 2024, which caused 50 119 shutdown days. That excess inventory worked Consolidated 45 37 21 28 29 30 31 32 through the conversion cycle into 2025. Days 119 settle at 32–36 from 2027 as production levels 119 and fiber inventories return to historical levels in #777777 Germany 192 192 Inventory Days (Finished Goods) FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 192 Pulp Finished Goods Inventory Days were higher Pulp 29 23 23 18 20 20 19 21 in 2024 (29 vs. 23 in 2025), as Canadian #C0C0C0 Solid Wood 41 40 48 45 41 41 41 41 operations carried higher average finished goods inventory with lower production costs. European Consolidated 32 27 29 25 25 25 25 26 Solid Wood operations drive the decrease after 2026 (48 to 41 days) through increased production and stronger inventory management Note: The Pulp segment comprises Stendal, Rosenthal, Celgar and Peace River. The Solid Wood segment comprises Torgau, Friesau (MTP) and MMT. MMT has been excluded from the Finished Goods Inventory Days calculation as it carries an immaterial amount of finished goods. Corporate, intercompany (including Holz), and other immaterial entities have been excluded from the working capital metrics calculations Note: Does not reflect impact of unscheduled downtime and unforeseen additional costs at Rosenthal in Q4 2026, currently estimated at $15 million and subject to confirmation 20
04 Appendix
04 Appendix Mill Detail
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Facility Locations 98 168 Celgar: Castlegar, 220 British Columbia, #62A8DC Canada 1 520,000 ADMTs (pulp) 95 Peace River: Peace 0 Stendal: Arneburg, River, Alberta, Canada #015F00 Germany 475,000 ADMTs (pulp) 740,000 ADMTs (pulp) 0 37 61 Torgau: Torgau, #00253D (1) Germany Okanagan: Penticton, 145 473 MMfbm (lumber) British Columbia, 26 17 million (pallets) Canada 57 3 230,000 tonnes 40,000 m (CLT & #911A39 (biofuels) Glulam) 255 192 Friesau: Friesau, 0 Spokane: Spokane Germany #FFC000 Valley, Washington, US 500 MMfbm (lumber) 3 140,000 m (CLT) 119 119 119 Rosenthal: Rosenthal #777777 am Rennsteig, Conway: Conway, Germany 192 Arkansas, US 192 360,000 ADMTs (pulp) 3 192 75,000 m (CLT & #C0C0C0 Glulam) Canada US Germany Pulp Solid Wood MMT (1) Stated capacities as of March 31, 2026 23
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mill Overview | Stendal 98 168 Description Facility Overview 220 #62A8DC · In September 2004, Mercer completed construction of the Stendal mill at an aggregate cost of ~$1.1 billion. Mercer’s Stendal mill is one of the largest 1 Location · Arneburg, Germany 95 and most modern NBSK pulp mills in Europe 0 · Stendal, along with the rest of Mercer’s pulp facilities, produces enough #015F00 green energy to meet its internal needs, while also providing a significant amount of power to the electricity grid Year Built · 2004 0 · Stendal has a modern turpentine and tall oil extraction plant providing 37 61 incremental revenue opportunities #00253D Primary · NBSK pulp (740,000 ADMTs of annual · Stendal has made progress on a project that could allow the mill to Products production capacity) produce 95,000 tons of Sustainable Aviation Fuel (SAF) by gasifying part of 145 its black liquor, which could add in excess of $300 million EBITDA to the 26 site 57 #911A39 – Neither this project nor the capital expenditures associated with it are Legal Entity · Mercer Stendal GmbH included in the financial forecast 255 Mill Photo 192 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 Note: Capital expenditures and potential EBITDA benefits associated with the growth projects are not included in the Financial Forecast 24
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mill Overview | Rosenthal 98 168 Description Facility Overview 220 #62A8DC · In December 1994, Mercer acquired Rosenthal from the German government’s Treuhandanstalt (agency tasked with privatizing state-owned 1 Location · Rosenthal am Rennsteig, Germany 95 enterprises after German reunification) 0 · Mercer invested ~$380 million into Rosenthal in 1996, (i) boosting pulp #015F00 capacity, (ii) trimming operational costs and (iii) decreasing the mill’s · 1883 environmental impact Year Built · In 1994, Mercer acquired and extensively 0 modernized the mill · Rosenthal is equipped with an operational, state-of-the-art pilot lignin 37 61 facility capable of producing approximately 300 tonnes of lignin per year #00253D Primary · NBSK pulp (360,000 ADMTs of annual · Rosenthal has developed a project for a commercial-sized lignin plant production capacity) Products capable of producing 35,000 tons of lignin that could contribute an 145 additional $30 million of EBITDA per year 26 – Neither this project nor the capital expenditures associated with it are 57 #911A39 included in the financial forecast Legal Entity · Mercer Rosenthal GmbH 255 Mill Photo 192 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 Note: Capital expenditures and potential EBITDA benefits associated with the growth projects are not included in the Financial Forecast 25
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mill Overview | Celgar 98 168 Description Facility Overview 220 #62A8DC · In February 2005, Mercer acquired Celgar. Celgar had previously 1 undergone an $850 million rebuild in 1993, transforming it into a Location · Castlegar, British Columbia, Canada 95 high quality, continuous process pulp mill 0 #015F00 · In 2007 and 2010, Mercer completed two modernization projects at · 1960 Celgar, increasing (i) operational efficiencies and (ii) the mill’s Year Built · In 2005, Mercer acquired the mill for ~$210 0 energy-generating capacity million 37 61 · Celgar’s close proximity to the British Columbia coast offers #00253D Primary · NBSK pulp (520,000 ADMTs of annual logistical advantages for distribution and access to raw materials production capacity) Products 145 26 57 #911A39 Legal Entity · Mercer Celgar Limited Partnership 255 Mill Photo 192 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 26
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mill Overview | Peace River 98 168 Description Facility Overview 220 #62A8DC · In December 2018, Mercer acquired Daishowa-Marubeni International Ltd., which included Peace River and a 50% interest in Cariboo Pulp and Paper 1 Location · Peace River, Alberta, Canada (divested the 50% stake in 2024) 95 0 · Peace River holds two 20-year renewable governmental forest management #015F00 agreements and three deciduous timber allocations in Alberta, Canada · 1990 Year Built · Peace River has an aggregate allowable annual cut of (i) ~2.9 million cubic 0 · Mercer acquired the mill in 2018 meters of hardwood and (ii) softwood allocations totaling 375,000 cubic 37 meters 61 #00253D · Peace River is developing a project with Svante for a Bioenergy with Carbon Primary · NBSK and NBHK pulp (475,000 ADMTs of Capture and Storage (BECCS) project that would allow it to capture and annual production capacity) Products 145 sequester 500,000 tons of carbon dioxide, which could add $50 million to its 26 EBITDA per year 57 – Neither this project nor the capital expenditures associated with it are #911A39 Legal Entity · Mercer Peace River Pulp Ltd. included in the financial forecast 255 Mill Photo 192 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 Note: Capital expenditures and potential EBITDA benefits associated with the growth projects are not included in the Financial Forecast 27
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mill Overview | Friesau 98 168 Description Facility Overview 220 #62A8DC · In April 2017, Mercer established Mercer Timber Products with the 1 acquisition of the Friesau sawmill Location · Friesau, Germany 95 · Friesau’s product line ranges from custom rough green and dry 0 #015F00 lumber for the European market to kiln-dried dimensional lumber · 1992 for the United States, Japan, United Kingdom and other export Year Built 0 · Mercer acquired the mill in 2017 markets 37 61 · Friesau is a manufacturer of softwood lumber products procured #00253D Primary · Diverse wood products (500 MMfbm of from sustainably managed forests annual lumber production capacity) Products 145 26 57 #911A39 Legal Entity · Mercer Timber Products GmbH 255 Mill Photo 192 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 28
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mill Overview | Torgau 98 168 (1) Description Facility Overview 220 #62A8DC · In October 2022, Mercer acquired Holzindustrie Torgau and 1 renamed it Mercer Torgau Location · Torgau, Germany 95 · Torgau’s annual production capacity extends across a variety of 0 #015F00 products, including (i) 473 MMfbm of lumber, (ii) 17 million pallets · 1999 and (iii) 230,000 tonnes of biofuels (wood pellets and briquettes) Year Built 0 · Mercer acquired the mill in 2022 37 · Torgau is one of the world’s largest producers of Euro-pallets, 61 which is the standard European shipping pallet #00253D Primary · Diverse wood products Products 145 26 57 #911A39 Legal Entity · Mercer Torgau Holdings GmbH 255 Mill Photo 192 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 (1) Stated capacities are as of March 31, 2026 29
04 Appendix Mercer Mass Timber Overview
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mercer Mass Timber Overview 98 Mercer Mass Timber consists of three cross-laminated timber (“CLT”) and glue-laminated timber (“glulam”) manufacturing facilities located in the 168 United States & Canada 220 #62A8DC Historical & Projected Revenue ($mm) Overview 1 · Mercer is well-positioned to capture sustained demand from 95 hyperscaler data centers due to its existing capacity and 0 #015F00 geographic footprint $95 $92 – Data centers are increasingly incorporating mass timber into 0 37 hybrid structural systems, fueling incremental demand 61 · North American CLT consumption more than doubled from 2019 #00253D $51 $50 to 2024 and is forecasted to grow at a 25% CAGR between 2025 145 and 2029 $21 26 57 · In addition, proposed legislation in the U.S. could mandate and/or #911A39 incentivize mass timber products in public construction which could increase U.S. demand by 20%-30% 2022A 2023A 2024A 2025A 2026E 255 192 Facility Overview Historical Backlog ($mm) 0 #FFC000 Capacity Mfg. Space 119 Facility Product 3 (m ) (sq ft.) 119 119 #777777 Spokane 140,000 CLT 253,000 (Spokane, WA) 192 192 192 Conway CLT & #C0C0C0 75,000 280,000 Glulam (Conway, AR) Okanagan CLT & 40,000 111,000 Glulam (Penticton, BC) Note: Reflects preliminary results for Q3 2026 which are subject to change 31
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mercer Mass Timber | Leading Market Position 98 168 Largest Mass Timber Panel Manufacturer by Installed Capacity in North America 220 #62A8DC Structurecraft 1 Vaagen 3% 95 Freres 3% 0 4% North American facilities #015F00 with wide geographic Mercer Mass Kalesnikoff 3 Timber 0 reach 5% 37 30% 61 #00253D Element 5 State-of-the-art facilities in 5% 145 Northwest and Southeast 26 2 57 United States #911A39 SilvaSpan 6% 255 192 0 3 #FFC000 45,000 m 119 Nordic 119 Total glulam capacity 9% 119 #777777 192 192 3 192 210,000 m #C0C0C0 Sterling 22% SmartLam 13% Total CLT capacity 32
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mercer Mass Timber | Key Product Benefits 98 168 Grounded in Wood Science, Driven by Innovation World-class Assets and Innovation 220 #62A8DC State-of-the-art CLT facilities in Spokane, WA and Conway, AR; equipped with extensive automation technologies including one of the largest CLT presses 1 Speed of Mass timber construction is ~30% faster than in the world 95 Assembly traditional steel and concrete construction 0 #015F00 High-precision manufacturing for specific 0 end-use applications with little to no job Biophilic Wooden environments can improve productivity, 37 Design site waste – MMT can manufacture more Properties learning and overall wellbeing 61 Precision than 210,000 cubic metres of CLT per year #00253D - more than 1/4 of total North American capacity 145 Sustainably sourced renewable wood sequesters Sustainability 26 carbon and has a lower intensity than steel Impact Rapid assembly and construction 57 and concrete Prefabrication improves efficiency and results in lower #911A39 and Assembly capital costs, including reduced demand for skilled workers and faster occupancy 255 192 Design High-precision manufacturing for specific end-use 0 Precision applications with little or no job site waste #FFC000 Construction timber made of sustainably sourced renewable wood, sequesters 119 Eco-Living carbon, at a lower carbon intensity than 119 steel and concrete alternatives Jobsite Rapid assembly improved efficiency and occupation, 119 Efficiency and reduces demand for skilled workers #777777 192 Code-compliant construction materials for 192 residential, commercial and industrial Concrete of 192 buildings. 5x lighter than concrete - lower Cost Lightness (compared to concrete) and rapid the future #C0C0C0 foundation costs, easier transportation to Competitive assembly results in lower capital site and rapid prefabricated assembly 33
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mercer Mass Timber | Unprecedented Projected Growth 98 168 220 #62A8DC (1)(2) 3 North American Forecasted Consumption (000s m ) 1 Mass Timber is on the Rise 95 0 From 2014 to 2024, the floor area of U.S. Projects CLT Glulam #015F00 2 started or completed has grown from 0.2 million ft 2 2 to 7.4 million ft , with 75.3 million ft currently in 0 711 (1) 37 design 61 #00253D 602 Evolving Building Codes 185 145 26 Government appetite for tall wood buildings 57 continues to increase, with both Canada and the U.S. 156 #911A39 485 now permitting up to 18 stories 255 395 128 192 0 Intensifying ESG Efforts #FFC000 106 291 Mass timber buildings emit anywhere from 14% to 119 52% less carbon than buildings made from steel and 526 119 79 (1) concrete 119 446 #777777 357 289 192 Increased Demand for Data Centers 212 192 Rapid growth in AI-driven data center construction is 192 #C0C0C0 accelerating adoption of mass timber as a scalable, fast-to-install and lower-carbon building solution 2025 2026 2027 2028 2029 (1) FEA 2024 Mass Timber Annual Report (2) As of mid-2024 34
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Mercer Mass Timber | Development Timeline 98 MMT represented ~30% of the current North American mass timber manufacturing capacity in 2024 168 220 #62A8DC Mercer acquires Cross-laminated Timber (“CLT”) Facility 1 · In August 2021, Mercer acquired the Katerra CLT facility, located in Spokane Valley, 95 Washington, U.S. for ~$51 million, and renamed it Mercer Mass Timber 2021 0 · At inception, Mercer Mass Timber was a modern 253,000-square-foot facility with a capacity #015F00 of 13 million square feet per year – Based on 2 shifts, 20 hours per day, 5 days a week, it produces 140,000 cubic meters 0 annually 37 61 #00253D 145 26 Mercer announces strategic acquisition of Structurlam's assets 57 #911A39 · In June 2023, Mercer completed the strategic acquisition of Structurlam's assets for ~$82 million, including its mass timber facility in Conway, Arkansas 2023 255 – This acquisition established Mercer as North America's leading mass timber provider, 192 expanding the Company’s CLT capacity to ~210,000 cubic meters while adding 45,000 0 cubic meters of glue-laminated timber (“glulam”) production capacity #FFC000 – Incorporating glulam capability enhanced Mercer’s product offering and strengthened its ability to serve its growing customer base 119 119 119 #777777 Mercer acquires and combines three British Columbia facilities 192 192 · In June 2023, as part of the Structurlam acquisition, Mercer also acquired three mass 192 timber facilities in Penticton, British Columbia, Canada 2023 #C0C0C0 – Mercer subsequently consolidated the three facilities into one mass timber facility referred to as the Okanagan facility · The expanded geographic reach and market share Mercer Mass Timber gained from the expansion helped the Company facilitate the broader adoption of mass timber as a building material 35
04 Appendix Financial Forecast Detail
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Liquidity Forecast | 13-Week Cash Flow Detail ($ in millions) 1 2 3 4 5 6 7 8 9 10 11 12 98 10/16/26 10/23/26 10/30/26 11/06/26 11/13/26 11/20/26 11/27/26 12/04/26 12/11/26 12/18/26 12/25/26 1/01/27 Total 168 Operating Cash Flow Germany Receipts $45.6 $42.5 $44.1 $43.0 $65.4 $41.1 $42.4 $43.5 $58.7 $39.3 $43.4 $34.4 $543.4 220 North America Receipts 20.7 17.9 19.2 18.1 12.4 16.0 13.9 12.3 13.8 12.4 12.9 20.0 189.4 #62A8DC Total Operating Receipts $66.3 $60.4 $63.3 $61.1 $77.7 $57.1 $56.2 $55.8 $72.5 $51.7 $56.3 $54.4 $732.9 Germany Trade Disbursements ($48.6) ($51.6) ($49.1) ($45.6) ($58.7) ($47.2) ($44.0) ($41.1) ($47.1) ($36.9) ($35.3) ($34.8) ($540.0) 1 North America Trade Disbursements (13.3) (12.6) (22.2) (12.2) (22.1) (9.9) (18.3) (12.7) (13.1) (7.2) (13.7) (15.0) (172.2) Germany Salaries & Wages (0.6) (6.7) (1.8) (3.1) (1.0) – (9.4) (3.0) (1.1) (7.0) (2.2) – (35.8) 95 North America Salaries & Wages (5.5) (0.3) (7.1) (0.3) (4.1) (1.3) (2.8) (2.8) (2.7) (2.7) (2.7) (2.7) (35.2) 0 Total Operating Disbursements ($68.0) ($71.2) ($80.1) ($61.2) ($85.9) ($58.3) ($74.6) ($59.6) ($64.1) ($53.7) ($53.9) ($52.5) ($783.2) #015F00 Total Operating Cash Flow [A] ($1.7) ($10.8) ($16.8) ($0.1) ($8.1) ($1.3) ($18.4) ($3.8) $8.5 ($2.0) $2.4 $1.8 ($50.4) Memo: Germany Operating Cash Flow ($3.6) ($15.7) ($6.8) ($5.7) $5.6 ($6.1) ($11.1) ($0.5) $10.5 ($4.5) $6.0 ($0.4) ($32.4) 0 Memo: North America Operating Cash Flow 1.9 4.9 (10.1) 5.6 (13.8) 4.9 (7.3) (3.3) (2.0) 2.5 (3.6) 2.3 (18.0) 37 Financing, Restructuring & Other 61 Draw / (Paydown) on Facilities – $13.3 $7.1 $5.7 ($5.2) $6.1 $11.1 $0.8 ($10.1) $4.5 ($6.0) $0.7 $28.0 #00253D Interest Expense (0.3) – (0.6) (0.1) (0.4) – (0.0) (0.7) (0.4) – (0.0) (0.7) (3.2) Total Financing ($0.3) $13.3 $6.5 $5.5 ($5.6) $6.1 $11.1 $0.1 ($10.5) $4.5 ($6.0) $0.0 $24.8 145 Chapter 11 Professional Fees ($5.6) ($2.1) ($2.5) – ($0.2) – ($1.6) – ($0.7) – ($0.2) – ($12.9) 26 Total Financing, Restructuring & Other [B] ($5.9) $11.2 $4.1 $5.5 ($5.9) $6.1 $9.5 $0.1 ($11.2) $4.5 ($6.2) $0.0 $12.0 57 Liquidity #911A39 Beginning Cash Balance $70.9 $63.3 $63.7 $50.9 $56.4 $42.3 $47.2 $38.4 $34.7 $32.0 $34.5 $30.7 $70.9 Change in Cash [A] + [B] (7.6) 0.4 (12.8) 5.4 (14.0) 4.9 (8.9) (3.7) (2.7) 2.5 (3.8) 1.8 (38.4) Ending Cash Balance $63.3 $63.7 $50.9 $56.4 $42.3 $47.2 $38.4 $34.7 $32.0 $34.5 $30.7 $32.5 $32.5 255 RCF / ABL Availability 64.0 49.4 42.3 36.7 44.4 38.3 27.2 26.4 35.4 30.9 36.8 36.0 36.0 Ending Liquidity $127.3 $113.1 $93.2 $93.0 $86.8 $85.5 $65.5 $61.1 $67.4 $65.4 $67.5 $68.5 $68.5 192 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Canadian Facility draws and repayments reflect incremental increases and decreases in the borrowing base 37
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Consolidated Cash Flow Waterfall: Q1 2026 Through Q4 2026 ($ in millions) 98 168 220 Q1 2026 Through Q2 2026 Cash Flow Waterfall ($mm) #62A8DC $84.5 $24.1 $78.8 1 $7.8 95 0 ($9.6) #015F00 ($20.9) ($7.2) 0 37 (1) 61 Q1'26 Cash EBITDA Working Capital & Other Capex RCF / ABL Draws Debt Service Q2'26 Cash #00253D Q2 2026 Through Q3 2026 Cash Flow Waterfall ($mm) 145 26 $17.6 $30.3 57 $78.8 $71.1 #911A39 ($12.5) ($3.1) ($40.0) 255 192 (1)(2) 0 Q2'26 Cash EBITDA Working Capital & Capex RCF / ABL Draws Debt Service Q3'26 Cash #FFC000 Other 119 Q3 2026 Through Q4 2026 Cash Flow Waterfall ($mm) 119 119 $12.0 $70.1 $79.5 #777777 $71.1 192 ($18.3) 192 ($38.2) ($17.1) 192 #C0C0C0 (1)(2) Q3'26 Cash EBITDA Working Capital & Capex RCF / ABL Draws Debt Service Q4'26 Cash Other Note: Working capital comprises working capital, taxes, FX and Santanol sale proceeds; Capex net of grants and including capital lease additions; Debt service comprises net interest expense, capital lease repayments and refinancing costs; Cash balances reflect consolidated unrestricted cash and equivalents; figures may not foot due to rounding Note: Does not reflect impact of unscheduled downtime at Rosenthal in Q4 2026, which is estimated to cost $15 million Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Excluding quarterly debt services related to Notes (2) Including impacts related to professional fees 38
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Annual Financial Forecast | Consolidated ($ in millions except per unit metrics) 98 168 2021A 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E 220 Revenue $1,803 $2,281 $1,994 $2,043 $1,868 $1,891 $2,233 $2,427 $2,494 $2,641 $2,704 #62A8DC (-) Selling Expenses (188) (242) (241) (227) (217) (245) (267) (289) (299) (313) (316) Net Mill Realizations $1,615 $2,039 $1,753 $1,816 $1,651 $1,646 $1,966 $2,137 $2,195 $2,327 $2,388 1 (-) Fiber (509) (676) (839) (765) (876) (937) (942) (942) (963) (1,002) (1,027) (-) Chemicals (100) (140) (152) (121) (125) (128) (156) (162) (167) (175) (176) 95 (-) Energy (107) (139) (136) (82) (67) (61) (73) (102) (104) (108) (103) 0 (-) Labor (103) (110) (135) (145) (153) (161) (160) (169) (175) (176) (180) #015F00 (-) Maintenance (164) (176) (175) (194) (222) (169) (205) (205) (242) (185) (216) (-) Other Variable Costs (10) (16) (40) (45) (28) (55) (66) (74) (85) (94) (104) 0 (-) Other Fixed Costs (52) (67) (54) (89) (110) (78) (96) (78) (107) (116) (106) 37 (-) Purchase of Finished Goods (88) (101) (98) (24) (0) (0) 0 – – – 0 61 (+/-) Change in Finished Goods 53 (3) (5) (33) 6 16 (8) (3) 4 0 5 #00253D (+/-) Exchange Gain (Loss) 5 12 (5) 14 (15) 5 (1) (1) (1) – – Gross Profit $540 $622 $115 $331 $62 $79 $259 $400 $354 $472 $482 Gross Margin % 29.9% 27.3% 5.8% 16.2% 3.3% 4.2% 11.6% 16.5% 14.2% 17.9% 17.8% 145 (-) SG&A (61) (85) (97) (87) (85) (83) (88) (89) (91) (93) (94) 26 Operating EBITDA $479 $537 $18 $244 ($22) ($4) $171 $311 $263 $378 $387 57 Operating EBITDA Margin % 26.6% 23.5% 0.9% 11.9% (1.2%) (0.2%) 7.7% 12.8% 10.5% 14.3% 14.3% #911A39 (+/-) Change in Net Working Capital (192) (26) 42 0 118 (75) (41) (27) (8) (16) (15) (-) Net Capital Expenditures (120) (173) (127) (85) (83) (48) (107) (120) (113) (95) (86) (2) 255 (+/-) Other (20) (19) 10 (29) 4 (1) (14) (33) (47) (57) (66) 192 Unlevered Free Cash Flow $147 $319 ($57) $130 $17 ($128) $9 $132 $95 $210 $220 0 Sales Volume Metrics #FFC000 Total Pulp ('000s ADMT) 1,813 1,918 1,951 1,900 1,830 1,794 1,885 1,998 1,977 2,029 2,011 Lumber (MMfbm) 420 410 501 470 465 453 523 565 567 562 561 119 Energy Sold ('000s MWh) 777 861 993 924 856 841 889 1,021 1,007 995 1,172 119 3 Manufactured Volume ('000s m ) 4 29 33 31 27 44 61 73 87 102 118 119 Pallets (mm units) – 3 11 10 9 8 8 8 8 8 8 #777777 Biofuels ('000s MT) – 50 145 184 136 151 140 123 123 123 123 192 192 192 #C0C0C0 Note: Does not include contribution from certain non-material subsidiaries Note: Does not reflect impact of unscheduled downtime and unforeseen additional costs at Rosenthal in Q4 2026, currently estimated at $15 million and subject to confirmation Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Numbers reflect financial contribution from acquired entities as of date of acquisition (2) Includes taxes, capital leases and changes due to foreign exchange 39
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Quarterly Financial Forecast | Consolidated ($ in millions except per unit metrics) 98 168 220 Quarter Ended Year Ended #62A8DC Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 FY 2026 FY 2027 Revenue $489 $460 $441 $500 $524 $556 $553 $600 $1,891 $2,233 1 (-) Selling Expenses (59) (65) (59) (62) (63) (66) (66) (71) (245) (267) 95 Net Mill Realizations $430 $395 $382 $438 $461 $489 $487 $528 $1,646 $1,966 0 (-) Fiber (244) (245) (215) (232) (243) (235) (236) (228) (937) (942) (-) Chemicals (32) (34) (27) (35) (39) (38) (39) (40) (128) (156) #015F00 (-) Energy (20) (19) (20) (3) (25) (20) (21) (8) (61) (73) (-) Labor (42) (41) (37) (42) (40) (42) (38) (39) (161) (160) 0 (-) Maintenance (33) (34) (52) (50) (37) (61) (55) (53) (169) (205) 37 (-) Other Variable Costs (12) (15) (13) (15) (17) (16) (17) (17) (55) (66) (-) Other Fixed Costs (24) (21) (5) (28) (25) (25) (18) (28) (78) (96) 61 (-) Purchase of Finished Goods (0) – – (0) 0 – (0) 0 (0) 0 #00253D (+/-) Change in Finished Goods 1 11 4 0 6 (11) 10 (14) 16 (8) (+/-) Exchange Gain (Loss) 4 2 0 (1) (0) (0) (0) (0) 5 (1) 145 Gross Profit $29 ($1) $17 $34 $42 $42 $73 $102 $79 $259 26 Gross Margin % 5.9% (0.2%) 4.0% 6.7% 8.1% 7.5% 13.3% 16.9% 4.2% 11.6% (-) SG&A (21) (20) (20) (22) (22) (23) (21) (21) (83) (88) 57 Operating EBITDA $8 ($21) ($3) $12 $20 $18 $53 $80 ($4) $171 #911A39 Operating EBITDA Margin % 1.6% (4.5%) (0.7%) 2.4% 3.9% 3.3% 9.5% 13.4% (0.2%) 7.7% (+/-) Change in Net Working Capital (51) 3 13 (40) (17) 8 (3) (30) (75) (41) 255 (-) Net Capital Expenditures (12) (7) (12) (16) (30) (31) (28) (18) (48) (107) (2) (+/-) Other (1) 1 1 (2) 0 (4) (5) (6) (1) (14) 192 Unlevered Free Cash Flow ($57) ($24) ($1) ($46) ($26) ($9) $17 $27 ($128) $9 0 #FFC000 Sales Volume Metrics Total Pulp ('000s ADMT) 471 450 424 450 467 468 457 492 1,794 1,885 Lumber (MMfbm) 112 100 116 125 114 141 128 141 453 523 119 Energy Sold ('000s MWh) 217 206 193 225 234 225 205 225 841 889 119 3 Manufactured Volume ('000s m ) 11 11 8 15 14 15 15 16 44 61 119 Pallets (mm units) 2 2 2 2 2 2 2 2 8 8 #777777 Biofuels ('000s MT) 38 35 39 39 41 33 36 31 151 140 192 192 192 #C0C0C0 Note: Does not include contribution from certain non-material subsidiaries Note: Does not reflect impact of unscheduled downtime at Rosenthal in Q4 2026, which is estimated to cost $15 million Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Numbers reflect financial contribution from acquired entities as of date of acquisition (2) Includes taxes, capital leases and changes due to foreign exchange 40
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Annual Financial Forecast | Pulp Segment ($ in millions except per unit metrics) 98 168 2021A 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E 220 Revenue $1,498 $1,866 $1,516 $1,549 $1,387 $1,327 $1,616 $1,740 $1,756 $1,866 $1,889 #62A8DC (-) Selling Expenses (149) (190) (171) (159) (158) (162) (180) (196) (201) (211) (210) Net Mill Realizations $1,349 $1,676 $1,346 $1,389 $1,229 $1,166 $1,436 $1,544 $1,555 $1,655 $1,679 1 (-) Fiber (391) (524) (633) (568) (636) (674) (692) (686) (691) (721) (738) (-) Chemicals (100) (140) (152) (121) (125) (128) (156) (162) (167) (175) (176) 95 (-) Energy (100) (121) (98) (59) (42) (45) (46) (71) (72) (76) (69) 0 (-) Labor (88) (88) (85) (88) (93) (94) (97) (102) (106) (107) (109) #015F00 (-) Maintenance (151) (152) (128) (149) (178) (130) (172) (170) (207) (149) (179) (-) Other Variable Costs (20) (10) (9) (9) (9) (9) (10) (11) (11) (12) (11) 0 (-) Other Fixed Costs (48) (56) (37) (65) (85) (59) (74) (55) (83) (92) (81) 37 (-) Purchase of Finished Goods (88) (101) (98) (24) – – – – – – – 61 (+/-) Change in Finished Goods 38 2 5 (35) 3 10 (1) (2) 2 (0) 5 (+/-) Exchange Gain (Loss) 4 11 (5) 14 (15) 5 (1) (1) (1) – – #00253D Gross Profit $406 $497 $105 $285 $49 $41 $185 $284 $220 $324 $319 Gross Margin % 27.1% 26.6% 6.9% 18.4% 3.5% 3.1% 11.5% 16.3% 12.5% 17.3% 16.9% 145 (-) SG&A (38) (44) (39) (35) (36) (34) (39) (41) (42) (43) (44) 26 Operating EBITDA $367 $453 $66 $249 $13 $7 $146 $243 $178 $281 $276 57 Operating EBITDA Margin % 24.5% 24.3% 4.3% 16.1% 1.0% 0.5% 9.0% 14.0% 10.1% 15.0% 14.6% #911A39 (+/-) Change in Net Working Capital (156) 5 43 (9) 135 (39) (52) (28) (14) (24) (29) (-) Net Capital Expenditures (103) (137) (79) (43) (57) (39) (84) (109) (97) (79) (59) (1) (+/-) Other (23) (23) (4) (8) 2 (8) (7) (8) (6) (6) (4) 255 Unlevered Free Cash Flow $85 $298 $26 $190 $94 ($79) $3 $98 $60 $171 $183 192 0 Per Unit ($ / ADMT) #FFC000 2021A 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E Total Pulp Sales ('000s ADMT) 1,813 1,918 1,951 1,900 1,830 1,794 1,885 1,998 1,977 2,029 2,011 119 Revenue $826 $973 $777 $815 $758 $740 $857 $871 $888 $920 $939 119 (-) Selling Expenses (82) (99) (87) (84) (86) (90) (96) (98) (102) (104) (104) 119 Net Mill Realizations $744 $874 $690 $731 $671 $650 $762 $773 $786 $815 $835 #777777 (-) Fiber (216) (273) (324) (299) (348) (376) (367) (343) (349) (355) (367) (-) Chemicals (55) (73) (78) (64) (68) (71) (83) (81) (84) (86) (88) 192 (-) Energy (55) (63) (50) (31) (23) (25) (24) (36) (37) (37) (35) 192 (-) Labor Costs (48) (46) (43) (47) (51) (52) (52) (51) (54) (53) (54) 192 (-) Maintenance (83) (80) (66) (78) (97) (72) (91) (85) (104) (73) (89) (2) (-) Other #C0C0C0 (63) (80) (74) (63) (58) (30) (46) (34) (47) (51) (44) Gross Profit $224 $259 $54 $150 $27 $23 $98 $142 $111 $160 $159 (-) SG&A (21) (23) (20) (19) (20) (19) (21) (20) (21) (21) (22) Operating EBITDA $203 $236 $34 $131 $7 $4 $77 $122 $90 $138 $137 Note: Pulp Segment comprised of Stendal, Rosenthal, Celgar, Peace River, MFS and certain non-material subsidiaries and does not reflect intercompany eliminations or adjustments Note: Does not reflect impact of unscheduled downtime and unforeseen additional costs at Rosenthal in Q4 2026, currently estimated at $15 million and subject to confirmation Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Includes taxes, capital leases and changes due to foreign exchange (2) Other comprised of Other Variable Costs, Other Fixed Costs, Purchase of Finished Goods, Change in Finished Goods and Exchange Gain / Loss 41
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Quarterly Financial Forecast | Pulp Segment ($ in millions except per unit metrics) 98 168 220 Quarter Ended Year Ended #62A8DC Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 FY 2026 FY 2027 Revenue $345 $325 $310 $347 $380 $396 $398 $441 $1,327 $1,616 1 (-) Selling Expenses (41) (41) (39) (41) (44) (44) (44) (48) (162) (180) 95 Net Mill Realizations $304 $284 $271 $306 $337 $352 $354 $393 $1,166 $1,436 0 (-) Fiber (175) (175) (156) (168) (180) (170) (175) (167) (674) (692) (-) Chemicals (32) (34) (27) (35) (39) (38) (39) (40) (128) (156) #015F00 (-) Energy (14) (13) (15) (3) (17) (13) (14) (2) (45) (46) (-) Labor (25) (24) (22) (24) (24) (25) (24) (24) (94) (97) 0 (-) Maintenance (23) (24) (41) (41) (28) (53) (45) (45) (130) (172) 37 (-) Other Variable Costs (2) (3) (2) (2) (3) (2) (3) (3) (9) (10) (-) Other Fixed Costs (18) (19) (0) (22) (20) (19) (13) (22) (59) (74) 61 (-) Purchase of Finished Goods – – – – – – – – – – #00253D (+/-) Change in Finished Goods (3) 2 6 5 6 (8) 13 (11) 10 (1) (+/-) Exchange Gain (Loss) 4 2 0 (1) (0) (0) (0) (0) 5 (1) 145 Gross Profit $16 ($5) $14 $16 $31 $23 $54 $77 $41 $185 26 Gross Margin % 4.6% (1.4%) 4.6% 4.6% 8.2% 5.9% 13.5% 17.4% 3.1% 11.5% (-) SG&A (9) (8) (8) (9) (10) (10) (10) (10) (34) (39) 57 Operating EBITDA $7 ($13) $6 $7 $21 $13 $44 $67 $7 $146 #911A39 Operating EBITDA Margin % 2.0% (3.9%) 1.9% 2.0% 5.6% 3.4% 11.1% 15.2% 0.5% 9.0% (+/-) Change in Net Working Capital (26) 28 1 (42) (12) (0) (4) (36) (39) (52) 255 (-) Net Capital Expenditures (11) (5) (10) (12) (21) (25) (23) (14) (39) (84) (1) (+/-) Other (3) (2) (2) (1) (1) (1) (2) (3) (8) (7) 192 Unlevered Free Cash Flow ($33) $8 ($5) ($49) ($13) ($13) $15 $14 ($79) $3 0 #FFC000 Per Unit ($ / ADMT) Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 FY 2026 FY 2027 119 Total Pulp Sales ('000s ADMT) 471 450 424 450 467 468 457 492 1,794 1,885 119 Revenue $733 $722 $732 $772 $814 $846 $871 $897 $740 $857 119 (-) Selling Expenses (86) (92) (92) (91) (93) (93) (97) (98) (90) (96) #777777 Net Mill Realizations $647 $630 $640 $681 $721 $752 $774 $798 $650 $762 (-) Fiber (373) (389) (367) (374) (385) (363) (382) (340) (376) (367) (-) Chemicals (68) (76) (63) (79) (84) (80) (86) (81) (71) (83) 192 (-) Energy (30) (29) (36) (6) (37) (27) (31) (4) (25) (24) 192 (-) Labor (53) (52) (51) (53) (52) (53) (52) (49) (52) (52) 192 (-) Maintenance (50) (54) (98) (91) (61) (114) (97) (92) (72) (91) (2) #C0C0C0 (-) Other (40) (40) 8 (44) (36) (65) (7) (75) (30) (46) Gross Profit $34 ($10) $33 $35 $67 $50 $118 $156 $23 $98 (-) SG&A (19) (18) (20) (20) (21) (21) (21) (20) (19) (21) Operating EBITDA $15 ($28) $14 $16 $45 $28 $97 $136 $4 $77 Note: Pulp Segment comprised of Stendal, Rosenthal, Celgar, Peace River, MFS and certain non-material subsidiaries and does not reflect intercompany eliminations or adjustments Note: Does not reflect impact of unscheduled downtime at Rosenthal in Q4 2026, which is estimated to cost $15 million Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Includes taxes, capital leases and changes due to foreign exchange (2) Other comprised of Other Variable Costs, Other Fixed Costs, Purchase of Finished Goods, Change in Finished Goods and Exchange Gain / Loss 42
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Annual Financial Forecast | Solid Wood Segment ($ in millions except per unit metrics) 98 168 2021A 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E 220 Revenue $326 $443 $513 $524 $519 $610 $679 $756 $808 $844 $884 #62A8DC (-) Selling Expenses (40) (53) (75) (73) (70) (82) (87) (94) (99) (102) (106) Net Mill Realizations $286 $389 $438 $451 $448 $529 $593 $662 $709 $742 $778 1 (-) Fiber (126) (185) (232) (227) (268) (322) (312) (325) (343) (351) (360) (-) Chemicals – – – – – – – – – – – 95 (-) Energy (8) (18) (39) (28) (31) (25) (34) (38) (39) (40) (40) 0 (-) Labor (16) (22) (48) (55) (57) (63) (57) (62) (64) (64) (65) #015F00 (-) Maintenance (13) (24) (46) (46) (44) (39) (33) (35) (36) (36) (37) (-) Other Variable Costs (1) (6) (30) (36) (19) (46) (56) (64) (74) (83) (93) 0 (-) Other Fixed Costs (5) (8) (18) (25) (27) (22) (25) (27) (28) (28) (29) 37 (+/-) Change in Finished Goods 14 (5) (8) 6 6 7 (7) (1) 1 1 0 61 (+/-) Exchange Gain (Loss) 1 0 (0) 1 (1) 0 – – – – – #00253D Gross Profit $133 $122 $16 $41 $8 $19 $68 $110 $127 $141 $154 Gross Margin % 40.6% 27.5% 3.1% 7.9% 1.6% 3.1% 10.0% 14.5% 15.8% 16.7% 17.5% (-) SG&A (11) (20) (35) (33) (31) (34) (33) (33) (34) (34) (35) 145 Operating EBITDA $122 $102 ($19) $9 ($23) ($15) $35 $77 $94 $106 $120 26 Operating EBITDA Margin % 37.4% 23.0% (3.7%) 1.7% (4.4%) (2.4%) 5.1% 10.2% 11.6% 12.6% 13.5% 57 (+/-) Change in Net Working Capital (32) (17) 41 22 19 1 16 0 (7) (25) 1 #911A39 (-) Net Capital Expenditures (17) (35) (49) (42) (26) (9) (24) (11) (16) (16) (27) (2) (+/-) Other – (4) 1 (5) (6) (8) (11) (12) (14) (15) (18) 255 Unlevered Free Cash Flow $73 $46 ($26) ($16) ($36) ($32) $17 $55 $57 $50 $76 192 Sales Volume Metrics 0 Lumber (MMfbm) 420 410 501 470 465 453 523 565 567 562 561 #FFC000 Energy Sold ('000s MWh) 75 110 160 126 137 150 150 156 159 159 159 3 Manufactured Volume ('000s m ) 4 29 33 31 27 44 61 73 87 102 118 119 Pallets (mm units) – 3 11 10 9 8 8 8 8 8 8 119 Biofuels ('000s MT) – 50 145 184 136 151 140 123 123 123 123 119 #777777 192 192 192 #C0C0C0 Note: Solid Wood Segment comprised of Holz, Friesau (MTP), Torgau and Mercer Mass Timber (MMT) and does not reflect intercompany eliminations or adjustments Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Numbers reflect financial contribution from acquired entities as of date of acquisition (2) Includes taxes, capital leases and changes due to foreign exchange 43
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Quarterly Financial Forecast | Solid Wood Segment ($ in millions except per unit metrics) 98 168 220 Quarter Ended Year Ended #62A8DC Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 FY 2026 FY 2027 Revenue 1 Revenue $152 $158 $149 $177 $167 $186 $180 $185 $636 $718 95 (-) Purchase of Finished Goods (5) (7) (4) (10) (9) (10) (9) (11) (26) (39) 0 Revenue (Net of Intercompany) $147 $152 $145 $167 $158 $176 $171 $174 $610 $679 #015F00 Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 FY 2026 FY 2027 Revenue $147 $152 $145 $167 $158 $176 $171 $174 $610 $679 0 (-) Selling Expenses (20) (21) (20) (21) (20) (23) (22) (23) (82) (87) 37 Net Mill Realizations $128 $131 $125 $145 $139 $153 $149 $152 $529 $593 61 (-) Fiber (80) (90) (74) (79) (77) (82) (76) (77) (322) (312) (-) Chemicals – – – – – – – – – – #00253D (-) Energy (8) (8) (7) (2) (9) (9) (8) (8) (25) (34) (-) Labor (16) (16) (14) (17) (15) (15) (13) (14) (63) (57) 145 (-) Maintenance (9) (10) (11) (9) (8) (8) (10) (7) (39) (33) 26 (-) Other Variable Costs (10) (12) (11) (13) (14) (14) (14) (14) (46) (56) 57 (-) Other Fixed Costs (6) (4) (5) (7) (6) (6) (6) (6) (22) (25) (+/-) Change in Finished Goods 4 9 (2) (5) 0 (3) (2) (2) 7 (7) #911A39 (+/-) Exchange Gain (Loss) 0 0 0 – – – – – 0 – Gross Profit $3 $0 $1 $14 $9 $17 $18 $23 $19 $68 255 Gross Margin % 1.9% 0.2% 1.0% 8.6% 6.0% 9.6% 10.6% 13.4% 3.1% 10.0% 192 (-) SG&A (8) (8) (7) (9) (8) (9) (8) (8) (34) (33) 0 Operating EBITDA ($6) ($8) ($6) $5 $1 $8 $10 $15 ($15) $35 Operating EBITDA Margin % (3.9%) (5.4%) (4.2%) 3.0% 0.8% 4.4% 6.0% 8.8% (2.4%) 5.1% #FFC000 (+/-) Change in Net Working Capital (10) (14) 17 8 3 8 (1) 7 1 16 (-) Net Capital Expenditures (1) (2) (2) (4) (10) (6) (4) (4) (9) (24) 119 (2) (+/-) Other (2) (1) (2) (2) (2) (3) (3) (3) (8) (11) 119 Unlevered Free Cash Flow ($20) ($26) $7 $7 ($8) $7 $2 $15 ($32) $17 119 Sales Volume Metrics #777777 Lumber (MMfbm) 112 100 116 125 114 141 128 141 453 523 Energy Sold ('000s MWh) 38 43 32 37 38 40 34 38 150 150 192 3 Manufactured Volume ('000s m ) 11 11 8 15 14 15 15 16 44 61 192 Pallets (mm units) 2 2 2 2 2 2 2 2 8 8 192 Biofuels ('000s MT) 38 35 39 39 41 33 36 31 151 140 #C0C0C0 Note: Solid Wood Segment comprised of Holz, Friesau (MTP), Torgau and Mercer Mass Timber (MMT) and does not reflect intercompany eliminations or adjustments Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Numbers reflect financial contribution from acquired entities as of date of acquisition (2) Includes taxes, capital leases and changes due to foreign exchange 44
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Annual Financial Forecast | Corporate & Other Segment ($ in millions except per unit metrics) 98 168 2021A 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E 220 Revenue ($6) $6 $6 $9 $14 $17 – – – – – #62A8DC (-) Selling Expenses 0 1 0 0 0 (4) 0 0 0 0 0 Net Mill Realizations ($5) $7 $6 $9 $14 $13 $0 $0 $0 $0 $0 1 (-) Wood 8 (2) (2) (1) (10) 4 – – – – – (-) Chemicals 0 – – – – – – – – – – 95 (-) Energy 0 (0) (0) (0) (0) (0) – – – – – 0 (-) Personnel Costs (0) – (1) (2) (2) (4) (5) (5) (5) (5) (6) #015F00 (-) Maintenance (0) – (1) 0 – – – – – – – (-) Other Variable Costs (0) (0) 0 0 – – – – – – – 0 (-) Other Fixed Costs 0 (2) (1) 1 2 3 5 5 5 5 5 37 (-) Purchase of Finished Goods (0) (0) (0) – – – – – – – – 61 (+/-) Change in Finished Goods (0) – (1) (4) (3) (0) – – – – – #00253D (+/-) Exchange Gain (Loss) 0 0 0 (0) (0) (0) – – – – – Gross Profit $3 $3 ($0) $3 ($0) $15 ($0) ($0) ($1) ($1) ($1) Gross Margin % N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 145 (-) SG&A (13) (21) (18) (16) (13) (11) (13) (13) (14) (14) (14) 26 Operating EBITDA ($10) ($18) ($18) ($13) ($13) $4 ($13) ($14) ($14) ($14) ($15) 57 Operating EBITDA Margin % N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A #911A39 (+/-) Change in Net Working Capital (4) (14) (40) (12) (36) (37) (6) 1 13 33 12 (-) Net Capital Expenditures (1) (0) (1) (0) (0) (0) (0) (0) (0) (0) (0) (1) 255 (+/-) Other 3 8 14 (17) 9 15 8 (8) (21) (30) (37) 192 Unlevered Free Cash Flow ($11) ($24) ($45) ($42) ($41) ($18) ($11) ($21) ($23) ($12) ($39) 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 Note: Corporate & Other Segment comprised of MPS, Mercer Europe, Head Office and Santanol and does not reflect intercompany eliminations or adjustments Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Includes taxes, capital leases and changes due to foreign exchange 45
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Quarterly Financial Forecast | Corporate & Other Segment ($ in millions except per unit metrics) 98 168 220 Quarter Ended Year Ended #62A8DC Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 FY 2026 FY 2027 Revenue $13 $1 $2 $2 – – – – $17 – 1 (-) Selling Expenses 0 (4) 0 0 0 0 0 0 (4) 0 95 Net Mill Realizations $13 ($3) $2 $2 $0 $0 $0 $0 $13 $0 0 (-) Fiber (1) 5 (0) – – – – – 4 – (-) Chemicals – – – – – – – – – – #015F00 (-) Energy (0) (0) – – – – – – (0) – (-) Labor (1) (1) (1) (1) (1) (1) (1) (1) (4) (5) 0 (-) Maintenance – – – – – – – – – – 37 (-) Other Variable Costs – – – – – – – – – – (-) Other Fixed Costs (1) 2 1 1 1 1 1 1 3 5 61 (-) Purchase of Finished Goods – – – – – – – – – – #00253D (+/-) Change in Finished Goods (0) (0) – – – – – – (0) – (+/-) Exchange Gain (Loss) (0) 0 – – – – – – (0) – 145 Gross Profit $9 $2 $1 $1 ($0) ($0) ($0) ($0) $15 ($0) 26 Gross Margin % N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A (-) SG&A (3) (3) (3) (2) (3) (4) (3) (3) (11) (13) 57 Operating EBITDA $7 ($0) ($2) ($1) ($3) ($4) ($3) ($3) $4 ($13) #911A39 Operating EBITDA Margin % N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A (+/-) Change in Net Working Capital (15) (11) (4) (6) (8) 0 2 (0) (37) (6) 255 (-) Net Capital Expenditures 0 0 (0) (0) (0) (0) (0) (0) (0) (0) (1) (+/-) Other 4 5 3 3 5 1 1 1 15 8 192 Unlevered Free Cash Flow ($5) ($6) ($3) ($4) ($6) ($3) $0 ($2) ($18) ($11) 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 Note: Corporate & Other Segment comprised of MPS, Mercer Europe, Head Office and Santanol and does not reflect intercompany eliminations or adjustments Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Includes taxes, capital leases and changes due to foreign exchange 46
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Annual Financial Forecast | Canada ($ in millions except per unit metrics) 98 168 2021A 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E 220 Revenue $666 $910 $649 $665 $565 $537 $703 $716 $731 $799 $769 #62A8DC (-) Selling Expenses (106) (152) (122) (107) (105) (110) (124) (129) (133) (141) (137) Net Mill Realizations $560 $758 $527 $559 $460 $428 $580 $587 $599 $658 $632 1 (-) Fiber (165) (199) (223) (196) (220) (207) (217) (251) (253) (268) (259) (-) Chemicals (47) (61) (60) (58) (61) (61) (72) (75) (77) (82) (80) 95 (-) Energy (23) (35) (25) (16) (10) (13) (16) (15) (15) (15) (15) 0 (-) Labor Costs (49) (51) (49) (50) (52) (52) (55) (58) (60) (60) (61) #015F00 (-) Maintenance (87) (84) (81) (75) (94) (79) (86) (98) (98) (64) (101) (-) Other Variable Costs (17) (7) (5) (6) (5) (5) (6) (6) (7) (7) (7) 0 (-) Other Fixed Costs (3) (45) (43) (35) (40) (22) (29) (31) (32) (40) (41) 37 (-) Purchase of Finished Goods (88) (101) (98) (24) – – – – – – – 61 (+/-) Change in Finished Goods 30 (10) 11 (31) (5) 9 2 (2) 2 (0) 3 #00253D (+/-) Exchange Gain (Loss) 0 6 (3) 8 (4) 3 – – – – – Gross Profit $111 $172 ($48) $76 ($33) $1 $101 $50 $57 $122 $72 Gross Margin % 16.7% 18.8% (7.3%) 11.5% (5.8%) 0.1% 14.3% 7.0% 7.9% 15.2% 9.3% 145 (-) SG&A (19) (20) (20) (18) (17) (16) (20) (21) (21) (22) (22) 26 Operating EBITDA $92 $151 ($68) $59 ($49) ($15) $81 $29 $36 $100 $50 57 Operating EBITDA Margin % 13.8% 16.6% (10.4%) 8.8% (8.7%) (2.8%) 11.5% 4.1% 4.9% 12.5% 6.5% #911A39 (+/-) Change in Net Working Capital (99) 34 18 21 61 4 (35) 8 (1) (16) (3) (-) Net Capital Expenditures (40) (86) (39) (19) (24) (4) (27) (54) (62) (39) (26) (2) 255 (+/-) Other (4) (4) (0) (3) (1) (3) (4) (5) (3) (3) (2) 192 Unlevered Free Cash Flow ($51) $96 ($89) $58 ($14) ($17) $14 ($22) ($30) $41 $18 0 Per Unit ($ / ADMT) #FFC000 2021A 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E Total Pulp Sales ('000s ADMT) 839 978 891 894 847 841 893 919 920 960 917 119 119 Revenue $794 $930 $728 $744 $667 $639 $788 $779 $795 $832 $839 119 (-) Selling Expenses (126) (155) (136) (119) (124) (131) (139) (141) (144) (147) (150) #777777 Net Mill Realizations $668 $775 $592 $625 $543 $509 $649 $639 $651 $686 $689 (-) Fiber (196) (203) (250) (219) (260) (246) (243) (273) (275) (279) (283) (-) Chemicals (56) (63) (67) (65) (72) (73) (80) (82) (84) (86) (87) 192 (-) Energy (27) (35) (28) (17) (12) (15) (18) (16) (17) (16) (16) 192 (-) Labor Costs (59) (52) (55) (56) (62) (62) (62) (64) (66) (63) (67) 192 (-) Maintenance (104) (86) (91) (83) (111) (94) (96) (107) (107) (66) (110) #C0C0C0 (3) (-) Other (93) (161) (154) (99) (65) (17) (37) (43) (40) (50) (48) Gross Profit $133 $175 ($53) $85 ($38) $1 $113 $55 $62 $127 $78 (-) SG&A (23) (21) (22) (20) (20) (19) (23) (23) (23) (23) (24) Operating EBITDA $110 $155 ($76) $66 ($58) ($18) $90 $32 $39 $104 $54 Note: Canada geography comprised of Celgar, Peace River and MFS and does not reflect intercompany eliminations or adjustments Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Numbers reflect financial contribution from acquired entities as of date of acquisition (2) Includes taxes, capital leases and changes due to foreign exchange (3) Other comprised of Other Variable Costs, Other Fixed Costs, Purchase of Finished Goods, Change in Finished Goods and Exchange Gain / Loss 47
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Quarterly Financial Forecast | Canada ($ in millions except per unit metrics) 98 168 220 Quarter Ended Year Ended #62A8DC Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 FY 2026 FY 2027 Revenue $139 $138 $124 $136 $152 $166 $178 $207 $537 $703 1 (-) Selling Expenses (27) (28) (27) (28) (29) (29) (31) (34) (110) (124) 95 Net Mill Realizations $113 $110 $97 $108 $122 $137 $148 $173 $428 $580 (-) Fiber (61) (55) (47) (44) (48) (46) (62) (60) (207) (217) 0 (-) Chemicals (16) (17) (12) (16) (18) (16) (19) (19) (61) (72) #015F00 (-) Energy (4) (3) (2) (3) (5) (4) (5) (3) (13) (16) (-) Labor (14) (13) (12) (13) (14) (14) (14) (14) (52) (55) 0 (-) Maintenance (14) (15) (20) (30) (16) (40) (15) (15) (79) (86) 37 (-) Other Variable Costs (1) (2) (1) (1) (2) (1) (2) (2) (5) (6) (-) Other Fixed Costs (7) (8) 5 (12) (9) (8) (2) (9) (22) (29) 61 (-) Purchase of Finished Goods – – – – – – – – – – #00253D (+/-) Change in Finished Goods 4 (0) 2 3 7 (7) 10 (7) 9 2 (+/-) Exchange Gain (Loss) 2 2 (0) – – – – – 3 – 145 Gross Profit $2 ($3) $11 ($9) $17 ($1) $40 $44 $1 $101 26 Gross Margin % 1.3% (1.8%) 8.6% (6.8%) 11.5% (0.4%) 22.3% 21.5% 0.1% 14.3% (-) SG&A (4) (4) (4) (4) (5) (5) (5) (5) (16) (20) 57 Operating EBITDA ($2) ($6) $7 ($13) $12 ($6) $35 $39 ($15) $81 #911A39 Operating EBITDA Margin % (1.7%) (4.6%) 5.7% (9.8%) 8.2% (3.6%) 19.6% 19.0% (2.8%) 11.5% (+/-) Change in Net Working Capital 0 21 2 (19) (21) (4) (7) (3) 4 (35) 255 (-) Net Capital Expenditures (2) (1) (1) 1 (6) (8) (8) (6) (4) (27) (2) 192 (+/-) Other (1) (1) (1) (0) (1) (1) (2) (1) (3) (4) 0 Unlevered Free Cash Flow ($5) $13 $7 ($32) ($16) ($19) $19 $30 ($17) $14 #FFC000 Per Unit ($ / ADMT) Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 FY 2026 FY 2027 119 Total Pulp Sales ('000s ADMT) 213 220 200 208 215 214 217 247 841 893 119 119 Revenue $654 $629 $618 $655 $705 $779 $821 $838 $639 $788 (-) Selling Expenses (125) (128) (133) (137) (137) (138) (141) (139) (131) (139) #777777 Net Mill Realizations $528 $501 $485 $519 $568 $641 $681 $700 $509 $649 (-) Fiber (285) (252) (235) (211) (225) (216) (285) (244) (246) (243) 192 (-) Chemicals (75) (78) (59) (77) (84) (77) (86) (75) (73) (80) 192 (-) Energy (20) (14) (9) (16) (22) (19) (21) (12) (15) (18) 192 (-) Labor (66) (59) (60) (65) (64) (67) (63) (55) (62) (62) (-) Maintenance (64) (69) (101) (144) (75) (186) (71) (59) (94) (96) #C0C0C0 (3) (-) Other (9) (40) 32 (50) (17) (79) 28 (75) (17) (37) Gross Profit $9 ($11) $53 ($45) $81 ($3) $183 $180 $1 $113 (-) SG&A (20) (17) (18) (20) (24) (24) (22) (21) (19) (23) Operating EBITDA ($11) ($29) $35 ($64) $57 ($28) $161 $159 ($18) $90 Note: Canada geography comprised of Celgar, Peace River and MFS and does not reflect intercompany eliminations or adjustments Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Numbers reflect financial contribution from acquired entities as of date of acquisition (2) Includes taxes, capital leases and changes due to foreign exchange (3) Other comprised of Other Variable Costs, Other Fixed Costs, Purchase of Finished Goods, Change in Finished Goods and Exchange Gain / Loss 48
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Annual Financial Forecast | Germany ($ in millions except per unit metrics) 98 168 2021A 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E 2031E 220 Revenue $1,155 $1,378 $1,330 $1,315 $1,290 $1,305 $1,455 $1,616 $1,635 $1,682 $1,744 #62A8DC (-) Selling Expenses (83) (89) (118) (118) (118) (125) (133) (148) (152) (156) (160) Net Mill Realizations $1,073 $1,289 $1,212 $1,197 $1,172 $1,180 $1,322 $1,468 $1,483 $1,526 $1,585 1 (-) Fiber (351) (492) (628) (572) (663) (768) (758) (725) (739) (758) (786) (-) Chemicals (53) (79) (92) (63) (64) (67) (84) (87) (90) (93) (96) 95 (-) Energy (84) (103) (111) (70) (61) (56) (61) (92) (93) (97) (92) 0 (-) Labor Costs (53) (56) (75) (78) (84) (84) (79) (80) (83) (86) (88) #015F00 (-) Maintenance (77) (90) (89) (114) (123) (84) (113) (101) (137) (114) (108) (-) Other Variable Costs (4) (9) (24) (25) (15) (14) (13) (14) (15) (15) (15) 0 (-) Other Fixed Costs (49) (16) (8) (47) (63) (49) (60) (39) (67) (68) (58) 37 (+/-) Change in Finished Goods 22 3 (13) (3) 13 8 (11) (2) 2 1 2 61 (+/-) Exchange Gain (Loss) 5 5 (2) 6 (11) 2 (1) (1) (1) – – #00253D Gross Profit $428 $453 $170 $231 $101 $67 $142 $327 $258 $296 $342 Gross Margin % 37.0% 32.9% 12.8% 17.6% 7.9% 5.1% 9.8% 20.2% 15.8% 17.6% 19.6% (-) SG&A (30) (41) (49) (44) (44) (45) (46) (46) (48) (49) (50) 145 Operating EBITDA $398 $413 $121 $187 $57 $22 $96 $281 $210 $246 $293 26 Operating EBITDA Margin % 34.5% 29.9% 9.1% 14.3% 4.4% 1.7% 6.6% 17.4% 12.9% 14.6% 16.8% 57 (+/-) Change in Net Working Capital (86) (41) 32 (24) 62 (57) (3) (34) (4) 3 (12) #911A39 (-) Net Capital Expenditures (80) (82) (75) (53) (57) (44) (72) (66) (50) (55) (58) (2) (+/-) Other (19) (23) (3) (8) (4) (14) (14) (28) (43) (52) (60) 255 Unlevered Free Cash Flow $214 $267 $74 $102 $57 ($93) $7 $153 $114 $143 $161 192 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 Note: Germany geography comprised of Stendal, Rosenthal, Holz, MTP, Torgau and Mercer Europe and does not reflect intercompany eliminations or adjustments Note: Does not reflect impact of unscheduled downtime at Rosenthal in Q4 2026, which is estimated to cost $15 million Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Numbers reflect financial contribution from acquired entities as of date of acquisition (2) Includes taxes, capital leases and changes due to foreign exchange 49
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 (1) #004A97 Quarterly Financial Forecast | Germany ($ in millions except per unit metrics) 98 168 220 Quarter Ended Year Ended #62A8DC Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 FY 2026 FY 2027 Revenue $334 $314 $314 $343 $353 $372 $356 $374 $1,305 $1,455 1 (-) Selling Expenses (32) (32) (31) (31) (31) (34) (33) (34) (125) (133) 95 Net Mill Realizations $302 $283 $283 $312 $322 $338 $323 $339 $1,180 $1,322 0 (-) Fiber (190) (204) (178) (196) (202) (198) (182) (176) (768) (758) (-) Chemicals (16) (17) (15) (19) (21) (21) (21) (21) (67) (84) #015F00 (-) Energy (18) (18) (19) (1) (21) (17) (18) (6) (56) (61) (-) Labor (22) (21) (19) (22) (20) (21) (18) (19) (84) (79) 0 (-) Maintenance (18) (18) (30) (18) (19) (19) (38) (37) (84) (113) 37 (-) Other Variable Costs (4) (4) (4) (2) (3) (3) (3) (3) (14) (13) 61 (-) Other Fixed Costs (14) (12) (9) (14) (15) (15) (14) (17) (49) (60) (+/-) Change in Finished Goods (3) 11 2 (3) (1) (4) 1 (6) 8 (11) #00253D (+/-) Exchange Gain (Loss) 2 0 0 (1) (0) (0) (0) (0) 2 (1) Gross Profit $20 ($0) $10 $37 $21 $39 $30 $53 $67 $142 145 Gross Margin % 6.0% (0.1%) 3.3% 10.8% 5.9% 10.4% 8.4% 14.2% 5.1% 9.8% 26 (-) SG&A (11) (11) (10) (12) (12) (12) (11) (11) (45) (46) 57 Operating EBITDA $9 ($11) $0 $25 $9 $26 $19 $42 $22 $96 Operating EBITDA Margin % 2.7% (3.6%) 0.0% 7.2% 2.6% 7.1% 5.3% 11.2% 1.7% 6.6% #911A39 (+/-) Change in Net Working Capital (38) (12) 8 (15) 10 12 1 (27) (57) (3) (-) Net Capital Expenditures (10) (6) (11) (17) (21) (20) (20) (12) (44) (72) 255 (2) (+/-) Other (4) (3) (4) (3) (3) (3) (3) (5) (14) (14) 192 Unlevered Free Cash Flow ($43) ($32) ($8) ($10) ($4) $15 ($3) ($1) ($93) $7 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 Note: Germany geography comprised of Stendal, Rosenthal, Holz, MTP, Torgau and Mercer Europe and does not reflect intercompany eliminations or adjustments Note: Does not reflect impact of unscheduled downtime at Rosenthal in Q4 2026, which is estimated to cost $15 million Note: Reflects preliminary results for Q3 2026 which are subject to change (1) Numbers reflect financial contribution from acquired entities as of date of acquisition (2) Includes taxes, capital leases and changes due to foreign exchange 50
04 Appendix Capital Structure (September 30, 2026)
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Capital Structure Overview 98 168 Capital Structure Summary as of September 30, 2026 ($mm) 220 #62A8DC $ Interest Maturity Interest Annual Amount Rate Date Payment Dates Interest 1 ABL & RCF Debt 95 C$160mm Canadian ABL $74 CORRA+145bps 1/21/2027 Varies $4 0 €370.1mm German RCF 287 E+425bps 9/15/2027 Varies 22 #015F00 Total ABL & RCF Debt $361 $25 0 37 Senior Notes 61 2028 Notes $400 12.875% 10/1/2028 4/1 & 10/1 $52 #00253D 2029 Notes 875 5.125% 2/1/2029 2/1 & 8/1 45 145 Total Senior Notes $1,275 $96 26 57 Capital Lease Liability $48 #911A39 Total $1,684 $122 255 192 0 #FFC000 119 119 119 #777777 192 192 192 #C0C0C0 Note: Reflects preliminary results for Q3 2026 which are subject to change 52
04 Appendix German RCF Waiver Term Sheet
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 German RCF Waiver Term Sheet Summary of Select Key Terms 98 168 Waiver Period · March 31, 2026 through and including September 30, 2026 (next test date is December 31, 2026) 220 #62A8DC Waived Sections · Waived the 3.50x Leverage Ratio requirement during the Waiver Period 1 Fee · 50bps based on Lender’s Commitment measured against the €300 million drawdown cap (as described below) 95 · German revolving credit facility utilization shall be capped at €300 million for as long as Leverage Ratio exceeds 2.00x 0 Utilization Cap #015F00 (survives waiver period) · Leverage Ratio ≥ 3.5x: 425bps (was 225bps) 0 37 · 3.5x > Leverage Ratio ≥ 2.5x: 325bps (was 225bps) Applicable Margin 61 · 2.5x > Leverage Ratio ≥ 1.5x: 275bps (was 175bps) #00253D · Leverage Ratio < 1.5x: 250bps (was 130bps) 145 · Per-entity management report for the German Group 26 · Shadow covenant calculations 57 Waiver Period #911A39 Ongoing Monthly · Rolling 13-week liquidity forecast for the German Group prepared by the Company Reporting · Status report from Houlihan Lokey on refinancing or stakeholder-led restructuring processes 255 Obligations · Report of the aggregate bank account balances and aggregate amount of undrawn commitments under committed 192 credit facilities for the Mercer Group 0 #FFC000 Restructuring · The Majority Lenders may demand an independent IDW S6 restructuring opinion at the Obligors’ cost, at any time Opinion 119 119 Minimum · Average of daily aggregate Liquidity over the trailing 13-week period of the Mercer Group must be at least $30 million 119 Liquidity Test and shall be tested monthly #777777 · Borrowers (excluding Torgau) to provide security worth at least 110% of the amounts drawn under the German Security Package 192 revolving credit facility 192 192 Other · €60 million cap on 2026 capital expenditures for the German Group #C0C0C0 54
04 Appendix Simplified Legal Entity Chart
SUBJECT TO EXPRESS NON-DISCLOSURE AGREEMENT 0 SUBJECT TO FRE 408 & EQUIVALENTS 74 151 #004A97 Simplified Legal Entity Chart 98 168 $400 million Senior Unsecured 220 Notes due 2028 Mercer International Inc. #62A8DC Public Shareholders USA $875 million Senior Unsecured Notes due 2029 1 95 0 #015F00 Mercer Mass 0 Timber 37 Canadian Credit 61 Holdings Inc. Group #00253D Mercer Peace River Mercer Celgar Mercer Forestry 145 C$160 million ABL due 2027 26 Pulp LTD. Limited Partnership Services LTD. 57 #911A39 255 192 0 German Credit Group Mercer Europe #FFC000 €370 million RCF due 2027 GmbH 119 119 119 #777777 Mercer Torgau Mercer Timber Mercer Stendal Mercer Rosenthal 192 Mercer Holz GmbH Holdings GmbH (GP, Products GmbH GmbH GmbH 192 Trustor) 192 #C0C0C0 Mercer Torgau GmbH & Co. KG Note: All Mercer subsidiaries are Non-Guarantor Restricted Subsidiaries under the Senior Notes Indentures 56
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