Mercer International (NASDAQ: MERC) receives Nasdaq notice on sub-$1.00 bid price

Rhea-AI Filing Summary

Mercer International Inc. received a notice from Nasdaq on July 9, 2026 that its common stock no longer meets the $1.00 per share minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) after trading below that level for 30 consecutive business days. The notice is a non-compliance notification and has no current effect on the listing or trading of the company’s securities. Under Nasdaq Listing Rule 5810(c)(3)(A), Mercer has an initial 180-day period to regain compliance, which will occur if the closing bid price is at least $1.00 for a minimum of ten consecutive business days during that period. The company states it is monitoring its share price and working to regain compliance but notes there is no assurance it will do so within the prescribed timeframe.

Positive

• None.

Negative

• Nasdaq notified the company that its stock failed to meet the $1.00 minimum bid price for 30 consecutive business days, creating a formal listing deficiency status.

Insights

Equity markets analyst

Nasdaq bid-price deficiency raises listing risk for Mercer.

Nasdaq has notified Mercer International Inc. that its stock no longer satisfies the $1.00 minimum bid price under Nasdaq Listing Rule 5450(a)(1) after 30 consecutive business days below that level. This creates a formal deficiency status but not an immediate delisting.

Mercer has an initial 180-day window under Nasdaq Listing Rule 5810(c)(3)(A) to restore compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. Failure to do so could lead to additional Nasdaq actions, which may include delisting procedures, subject to any available extensions or appeals.

The company indicates it is monitoring its share price and working toward compliance while cautioning that there can be no assurance it will regain compliance during the current period. Investors may focus on developments in the share price relative to the $1.00 threshold during this 180-day timeframe.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Minimum bid price requirement: $1.00 per share Non-compliance trigger period: 30 consecutive business days Compliance period length: 180 calendar day period +1 more

4 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) Minimum Bid Price Rule

Non-compliance trigger period 30 consecutive business days Closing bid below $1.00 per share

Compliance period length 180 calendar day period Initial period to regain compliance under Nasdaq Listing Rule 5810(c)(3)(A)

Days needed at or above $1.00 ten consecutive business days Closing bid price at least $1.00 per share to regain compliance

Key Terms

Minimum Bid Price Rule, Nasdaq Listing Rule 5450(a)(1), Nasdaq Listing Rule 5810(c)(3)(A), forward-looking statements

4 terms

Minimum Bid Price Rule regulatory

"compliance with the minimum bid price requirement of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”)"

A minimum bid price rule is a stock market requirement that a listed company's share must trade above a set minimum price over a specified period to remain listed on an exchange. It matters to investors because falling below that threshold can trigger warnings, potential delisting, and reduced liquidity—similar to a student needing a passing grade to stay enrolled—making the shares harder to buy, sell, or value accurately.

Nasdaq Listing Rule 5450(a)(1) regulatory

"requirement of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”)"

Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.

Nasdaq Listing Rule 5810(c)(3)(A) regulatory

"In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given an initial 180 calendar day period"

forward-looking statements financial

"Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What Nasdaq notice did MERC receive regarding its stock listing?

Mercer International Inc. received a Nasdaq notice that its common stock no longer meets the $1.00 per share minimum bid price requirement after 30 consecutive business days below that level.

Does the Nasdaq non-compliance notice immediately delist MERC stock?

No. The notice is a non-compliance notification only and has no current effect on the listing or trading of Mercer International Inc.’s securities on the Nasdaq Global Select Market.

How long does MERC have to regain Nasdaq bid price compliance?

Under Nasdaq Listing Rule 5810(c)(3)(A), Mercer International Inc. has an initial 180 calendar day period to regain compliance with the minimum bid price requirement.

What must MERC do to regain compliance with Nasdaq’s bid price rule?

Mercer can regain compliance if, during the 180-day period, the closing bid price of its common stock is at least $1.00 per share for a minimum of ten consecutive business days.

Is MERC confident it will regain Nasdaq listing compliance?

Mercer states it is monitoring its stock price and working to regain compliance but cautions there can be no assurance it will achieve compliance within the current 180-day period.

What Nasdaq rule is MERC currently not meeting?

Mercer is not in compliance with Nasdaq Listing Rule 5450(a)(1), known as the Minimum Bid Price Rule, which requires a minimum bid price of $1.00 per share for listed common stock.

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Available on EDGAR 07/10/2026 - 04:35 PM Accepted by SEC EDGAR 07/10/2026 - 04:35 PM Learn about SEC filing dates

false 0001333274 0001333274 2026-07-10 2026-07-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 10, 2026

MERCER INTERNATIONAL INC.

(Exact name of Registrant as Specified in Its Charter)

Washington		000-51826		47-0956945
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (604) 684-1099

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.00 per share		MERC		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 9, 2026, Mercer International Inc. (the “Company””) received a written notification (the “Notice”) from the staff of the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company is no longer in compliance with the minimum bid price requirement of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”).

The Notice is a notice of non-compliance, not of imminent delisting, and does not have a current effect on the listing or trading of the Company’s securities on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given an initial 180 calendar day period to regain compliance with the Minimum Bid Price Rule (the “Compliance Period”). If at any time during the Compliance Period the closing bid price of the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance with the Minimum Bid Price Rule.

The Company is actively monitoring the closing bid price for its common stock and is working to regain compliance with Nasdaq’s listing rules. However, there can be no assurance that the Company will be able to regain compliance within the prescribed time period.

Forward-Looking Statements

Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that or that the Company will regain compliance with the Nasdaq listing rules during any compliance period or in the future, or otherwise meet Nasdaq continued listing standards. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

				MERCER INTERNATIONAL INC.
Date: July 10, 2026				By:		/s/ Richard Short
						Richard Short
						Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB