Mercer International skips about $25.8M interest payment

Mercer is using the indenture's 30-day grace period while its pulp, lumber and mass timber operations continue in the ordinary course.

Rhea-AI Filing Summary

Mercer International Inc. is in advanced discussions with an ad hoc group of holders of its 12.875% Senior Notes due 2028 and 5.125% Senior Notes due 2029 about a comprehensive recapitalization and significant capital infusion. Members of the group hold greater than 75% of the aggregate outstanding principal amount of the notes. The proposed transaction is intended to address upcoming debt maturities, enhance liquidity, and reduce funded debt and related interest expense. Mercer is optimistic it can announce a transaction in the near term, but gives no assurance of a definitive agreement or its timing or terms.

Mercer did not make the approximately $25.8 million interest payment due October 1, 2026 on the 2028 Notes and elected to use the indenture’s 30-day grace period; use of that period does not constitute an event of default under the indenture. Pulp, lumber and mass timber operations continue in the ordinary course, as do customer service and payments to suppliers, contractors and employees. Mercer does not expect a transaction to affect those relationships or obligations.

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Positive

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Negative

• Major pointMercer used the 30-day grace period for its 2028 Notes interest payment.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Interest rate: 12.875% Interest rate: 5.125% Interest payment: Approximately $25.8 million +2 more

5 metrics

Interest rate 12.875% Senior Notes due 2028

Interest rate 5.125% Senior Notes due 2029

Interest payment Approximately $25.8 million 2028 Notes payment due October 1, 2026

Grace period 30 days Under the indenture governing the 2028 Notes

Noteholder group share Greater than 75% Aggregate outstanding principal amount of the Notes

Key Terms

recapitalization transaction, aggregate outstanding principal amount, grace period, indenture, +1 more

5 terms

recapitalization transaction financial

"principal terms of a comprehensive recapitalization transaction"

A recapitalization transaction is a deliberate change to a company’s mix of debt and equity—for example swapping loans for new shares, paying down debt with cash, or issuing bonds—intended to strengthen the balance sheet or alter financial risk. Investors care because it can change the company’s ability to grow, pay dividends, or survive downturns; like reorganizing a household budget, it shifts who bears risk and how future returns are split.

aggregate outstanding principal amount financial

"greater than 75% of the aggregate outstanding principal amount"

grace period financial

"the 30-day grace period provided under the indenture"

A grace period is a short, pre-agreed span of time after a payment, filing, or other obligation is due during which a company or individual can meet the requirement without being penalized or declared in default. Think of it as a temporary breathing room that prevents immediate consequences for a missed deadline. Investors care because grace periods affect when cash flows are actually received, how soon penalties or defaults can hit, and the apparent credit risk and stability of an issuer.

indenture financial

"indenture governing the 2028 Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

funded debt financial

"reduction in the Company’s funded debt"

Funded debt is a company’s long-term borrowings that are scheduled to be repaid over years — for example bonds, long-term loans or debentures — rather than short-term bills. Think of it as a mortgage-style obligation that ties up future cash; investors watch it because high funded debt can increase default risk, limit cash available for growth or dividends, and affect credit ratings and share value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is MERC discussing with its noteholders?

Mercer International Inc. is in advanced discussions with an ad hoc group holding greater than 75% of the aggregate outstanding principal amount of its 12.875% Senior Notes due 2028 and 5.125% Senior Notes due 2029 about a recapitalization transaction and significant capital infusion. No definitive agreement is assured.

Did Mercer pay the 2028 Notes interest due October 1, 2026?

No. Mercer elected not to make the approximately $25.8 million payment due October 1, 2026, and is using the indenture’s 30-day grace period. Mercer states that use of the grace period does not constitute an event of default under the indenture.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 09:24 AM Accepted by SEC EDGAR 10/02/2026 - 09:24 AM Learn about SEC filing dates

false 0001333274 0001333274 2026-10-02 2026-10-02

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): October 2, 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 7.01. Regulation FD Disclosure.

A special committee of independent directors of Mercer International Inc.’s (the “Company”) board, together with the Company’s advisors, is in advanced discussions with an ad hoc group of holders (the “Ad Hoc Group”) of the Company’s 12.875% Senior Notes due 2028 (the “2028 Notes”) and the Company’s 5.125% Senior Notes due 2029 (together with the 2028 Notes, the “Notes”), members of which hold greater than 75% of the aggregate outstanding principal amount of the Notes, regarding the principal terms of a comprehensive recapitalization transaction and a significant capital infusion (the “Transaction”) intended to address the Company’s upcoming debt maturities, enhance liquidity and strengthen its balance sheet through a meaningful reduction in the Company’s funded debt and associated interest expense. The Company is optimistic that it will be able to announce a Transaction in the near term, although no assurance can be given that the Company will enter into a definitive agreement with members of the Ad Hoc Group or other holders of the Notes, or as to the timing or terms of any such agreement.

In light of ongoing negotiations with the Ad Hoc Group, the Company has elected not to make the approximately $25.8 million interest payment due October 1, 2026 on the 2028 Notes and instead opted to utilize the 30-day grace period provided under the indenture governing the 2028 Notes. Use of the grace period does not constitute an event of default under the indenture.

The Company’s pulp, lumber and mass timber operations continue to run in the ordinary course. The Company is also continuing to serve its customers and pay its suppliers, contractors and employees in the ordinary course, and does not expect any Transaction to affect its relationships with, or obligations to, these stakeholders.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The information furnished under Item 7.01 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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: October 2, 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