Mercer International : Proxy Circular (2026 Proxy Statement Final)

About this update from Mercer International Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 MERCER INTERNATIONAL INC. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. MERCER INTERNATIONAL INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS The 2026 Annual Meeting (the "Annual Meeting") of shareholders ("Shareholders") of Mercer International Inc. (the "Company") will be held at Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8, on June 1, 2026 at 10:00 a.m. (Vancouver time) (doors open at 9:30 a.m. (Vancouver time)) for the following purposes: To elect nine directors to serve until the 2027 annual meeting of Shareholders; To approve, on a non-binding advisory basis, the compensation of the Company's executive officers as disclosed in these materials; To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026; and To transact such other business as may properly come before the Annual Meeting. For those who are not able to attend in person, the Company is offering a virtual Shareholder meeting in which Shareholders may listen to the Annual Meeting, submit questions and vote online at: https://www.meetnow.global/MP7FK25 . Only Shareholders of record at the close of business on March 26, 2026 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or rescheduling thereof. YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend our Annual Meeting in person or through the virtual meeting, we urge you to cast your vote and submit your proxy as promptly as possible by one of the methods below. Make sure to have your proxy card or voting instruction form in hand. You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting. A proxy may be revoked in the manner described in the accompanying proxy statement. By using the Internet at https://www.investorvote.com/merc (for registered Shareholders) https://www.proxyvote.com (for beneficial Shareholders) By calling toll-free 1-800-652-VOTE (8683) within the United States, U.S. territories and Canada By scanning the QR code provided in your proxy with your smartphone By mailing your signed proxy or voting instruction form For further information on how to vote, please refer to the instructions on the accompanying proxy card and the accompanying proxy statement. April 13, 2026 BY ORDER OF THE BOARD OF DIRECTORS /s/ William D. McCartney William D. McCartney Chairperson Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 1, 2026: Our proxy statement and our 2025 Annual Report to Shareholders are available at www.mercerint.com/investors/reports-filings/. Additionally, you may access our proxy materials at www.proxyvote.co m or www.investorvote.com/merc, a site that does not have "cookies" that identify visitors to the site. PROXY STATEMENT TABLE OF CONTENTS Notice Regarding Forward-Looking Statements iv Non-GAAP Financial Measures iv PROXY STATEMENT SUMMARY v Annual Meeting Information v Annual Meeting Agenda and Voting Recommendations v Snapshot of Board Nominees vi Board Snapshot vii Board Refreshment vii Snapshot of Attributes of Director Nominees vii Corporate Governance Highlights viii Fiscal 2025 ix Executive Compensation Highlights xii Variable Pay at Risk xii Selected 2026 Compensation Updates xiii Advisory Resolution to Approve Our Executive Compensation xiii Independent Registered Public Accounting Firm xiv GENERAL INFORMATION 1 PROPOSAL 1 - ELECTION OF DIRECTORS 3 Nominees for Election as Directors 5 Majority Voting Policy in Uncontested Director Elections 10 Board Snapshot 10 Board Tenure and Refreshment 10 Snapshot of Attributes of Director Nominees 11 Board Diversity 11 CORPORATE GOVERNANCE AND BOARD MATTERS 12 Role of the Board 12 Key Areas of Board Oversight 12 Governance Guidelines, Code of Conduct and Other Policies Available on Our Website 13 Board Meetings and Attendance 15 Affirmative Determination Regarding Director Independence 17 Board Leadership Structure 17 Duties and Responsibilities of the Independent Chairperson 18 Executive Sessions 19 Committees of the Board 19 Risk Oversight 23 Data Privacy and Cybersecurity Risk Oversight 25 Corporate Social Responsibility 26 ESG Oversight 28 Talent Management Oversight and Succession Planning 29 Diversity, Equity and Inclusion 29 Our Director Nominations Process 29 Board Size Considerations 31 Director Education 32 Director Evaluation 32 Expectations of our Directors 33 Shareholder Engagement 33 Shareholder Communications with Board 33 Complaint Procedure 34 Shareholding Guideline for Non-Employee Directors and NEOs 34 Review and Approval of Related Party Transactions 34 DIRECTORS' COMPENSATION 35 Directors' Compensation 35 Non-Employee Director Incentive Program 35 Director Compensation Table 36 EXECUTIVE OFFICERS 37 SHARES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 39 Share Ownership of Certain Beneficial Owners 39 Share Ownership of Directors and Executive Officers 40 HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 41 INDEPENDENT COMPENSATION CONSULTANTS 41 REPORT OF THE HUMAN RESOURCES COMMITTEE 41 COMPENSATION DISCUSSION AND ANALYSIS 42 Executive Compensation Objectives and Program Design 43 2026 Compensation Updates 44 COMPENSATION OBJECTIVES, FRAMEWORK AND COMPONENTS 45 Objectives 45 Key Principles 45 Compensation Mix 45 Compensation Components 46 Compensation Governance 48 Annual Compensation Process 49 Target and Maximum Incentives and Realized Pay 52 Short-Term Incentive Program 52 Long-Term Incentive Program 55 Individual Officer Performance Evaluations and Measures 58 Compensation Risk Management 58 Variable Pay at Risk 59 Summary 60 How the Committee Considered the 2025 Advisory Vote on Our Compensation Program 61 COMPENSATION DECISIONS AND OUTCOMES 62 Fiscal 2025 62 Fiscal 2025 Shareholder Returns 65 Fiscal 2025 Compensation 65 Fiscal 2025 PSU Grant 69 Vesting of Fiscal 2023 PSUs 69 EXECUTIVE COMPENSATION TABLES 70 Summary Compensation Table 70 Narrative Disclosure to Summary Compensation Table 71 Grants of Plan-Based Awards Table 72 Narrative Disclosure to Grants of Plan-Based Awards Table 73 Outstanding Equity Awards at Fiscal Year-End Table 73 Option Exercises and Stock Vested 74 Non-Qualified Deferred Compensation 74 Non-Qualified Deferred Compensation Table 75 Potential Payments upon Termination or Change of Control 75 Narrative Discussion on Potential Payments upon Termination or Change of Control 76 Pay Versus Performance 78 Chief Executive Officer Pay Ratio 81 INFORMATION REGARDING EQUITY COMPENSATION PLANS 82 Equity Compensation Plan Information 82 PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION 83 PROPOSAL 3 - INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 84 Ratification of Independent Registered Public Accounting Firm 84 Fees of Independent Registered Public Accounting Firm 84 Policy on Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services 84 REPORT OF THE AUDIT COMMITTEE 85 COMMONLY ASKED QUESTIONS AND ANSWERS 87 FUTURE SHAREHOLDER PROPOSALS 91 INTERNET VOTING 91 OTHER MATTERS 91 PROXY CARD 92 ‌Notice Regarding Forward-Looking Statements This Proxy Statement includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 . All statements contained in this Proxy Statement other than statements of historical fact, including statements relating to trends in or expectations relating to the expected effects of our initiatives, strategies and plans, as well as trends in or expectations regarding our financial results and long-term growth model and drivers, and regarding our business strategy and plans and our objectives for future operations, are forward-looking statements. Statements herein that describe our business, strategy, plans, goals, future capital spending levels and potential for growth, improved profit margins and cash generation are forward-looking statements. The words "can", "believe", "may", "will", "continue", "anticipate", "intend", "expect", "seek", and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results and amounts to differ materially from those in forward-looking statements. For a detailed discussion of the risks and uncertainties, see the "Risk Factors" discussion in Item 1A of our annual report for 2025 (the "2025 Annual Report") which includes our annual report on Form 10-K for the fiscal year ended December 31 2025 (the "2025 Form 10-K"). New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Proxy Statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. The forward-looking statements included in this Proxy Statement are made only as of the date of this Proxy Statement and we undertake no obligation to update the forward-looking statements to reflect subsequent events or circumstances. ‌Non-GAAP Financial Measures This Proxy Statement contains "non-GAAP financial measures", that is, financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States ("GAAP"). Specifically, we make use of the non-GAAP financial measure "Operating EBITDA" which is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Operating EBITDA is defined as operating income (loss) plus depreciation and amortization and long-lived asset impairment charges. We use Operating EBITDA as a benchmark measurement of our own operating results and as a benchmark relative to our competitors. We consider it to be a meaningful supplement to operating income (loss) as a performance measure primarily because depreciation expense and long-lived asset impairment charges are not actual cash costs, and depreciation expense varies widely from company to company in a manner that we consider largely independent of the underlying cost efficiency of our operating facilities. In addition, we believe Operating EBITDA is commonly used by securities analysts, investors and other interested parties to evaluate our financial performance. Operating EBITDA is a non-GAAP financial measure at the consolidated level and is considered different from Operating EBITDA at the segment level, referred to as "Segment Operating EBITDA", which is our single measure of segment profit or loss presented in our financial statements under GAAP. For more information on Segment Operating EBITDA, refer to the segment information note within our consolidated financial statements in the 2025 Form 10-K. The following table provides a reconciliation of net loss to operating income (loss) and Operating EBITDA for the years indicated: Year Ended December 31, 2025 2024 (in millions) Net loss $ (497.9) $ (85.1) Income tax recovery (13.3) (1.8) Interest expense 114.8 109.2 Other income (1.4 ) (7.2 ) Operating income (loss) (397.7) 15.0 Add: Depreciation and amortization 160.0 170.8 Add: Impairments of long-lived assets 215.7 - Add: Loss on disposal of investment in joint venture - 23.6 Add: Goodwill impairment - 34.3 Operating EBITDA $ (22.0 ) $ 243.7 ‌PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider and you should read the entire Proxy Statement carefully before voting. ‌Annual Meeting Information Time and Date: Place: 10:00 a.m. (Vancouver time) on June 1, 2026 Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8 Record Date: March 26, 2026 (the "Record Date") Voting: • Shareholders of the Company ("Shareholders") as of the Record Date are entitled to vote. Please vote your shares of our common stock (the "Shares") as soon as possible. Your broker will NOT be able to vote your Shares with respect to any of the matters presented at the Annual Meeting, other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions. Registered Shareholders may vote in person at the Annual Meeting. See page 87 of this Proxy Statement for more information. Attending the Annual Meeting: In Person . The Annual Meeting starts at 10:00 a.m. (Vancouver time); doors open at 9:30 a.m. (Vancouver time). Virtual Meeting. Meeting starts at 10:00 a.m. (Vancouver time). You also may vote at the Annual Meeting via the Internet by visiting https://www.meetnow.global/MP7FK25 and following the instructions. You will need the information included on your proxy card to access the Annual Meeting. If you hold your Shares through a broker or nominee, you will need a legal proxy from such broker or nominee to attend the Annual Meeting in person or virtually. See "General Information" on page 1 for more information. You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting. Even if you plan to attend our Annual Meeting in person or through the virtual meeting, please cast your vote as soon as possible. Make sure to have your proxy card or voting instruction form in hand: By using the Internet at (for beneficial Shareholders) By calling toll-free 1-800-652-VOTE (8683) within the United States, U.S. territories and Canada By scanning the QR code provided in your proxy with your smartphone By mailing your signed proxy or voting instruction form https://www.investorvote.com/merc (for registered Shareholders) https://www.proxyvote.com ‌Annual Meeting Agenda and Voting Recommendations Proposal Board Voting Recommendation Page Reference (for more detail) Management proposals Election of nine directors FOR each director nominee 3 Advisory resolution to approve our executive compensation FOR 83 Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026 FOR 84 ‌Snapshot of Board Nominees The following table provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast. James Shepherd 73 2011 Past director of Buckman Laboratories International Inc.; past President and Chief Executive Officer of Canfor Corporation Linda J. Welty 70 2018 Past director of Huber Engineered Materials; past director of GCP Applied Technologies; past President of Flint Ink Corp. and the Specialty Group of H.B. Fuller Company Rainer Rettig 67 2020 Past Senior Vice President Strategic Projects, BU Polycarbonates of Bayer MaterialScience; past Senior Vice-President of Circular Economy Program at Covestro (Deutschland) AG Alice Laberge 70 2021 Past director of Russel Metals Inc.; past director of Nutrien Ltd.; past President and Chief Executive Officer of Fincentric Corporation Janine North 65 2021 Director of Conifex Timber Inc. and Imperial Metals Corporation; past Chief Executive Officer of Northern Development Initiative Trust Thomas Kevin Corrick 70 2023 Advisor to Farran Realty Partners LLC; past Chief Executive Officer of Boise Cascade Company Committee Memberships (1) Name Director Age Since Principal Occupation Independent AC HRC GNC EHSC William D. McCartney 70 2003 President and Chief Executive Officer of Pemcorp Management Inc. Juan Carlos Bueno 57 2022 President and Chief Executive Officer of the Company Markwart von Pentz 63 2025 Senior Advisor at Bundeswehr Consulting GmbH; past Senior Advisor, Office of the Chairman at Deere & Company; past director of John Deere Capital Corporation Chair Member Chairperson since February 26, 2024 AC Audit Committee HRC Human Resources Committee GNC Governance and Nominating Committee EHSC Environmental, Health and Safety Committee (1) Committee memberships are presented at the date hereof. It is expected that board of director ("Board") committees will be reconstituted after the Annual Meeting. ‌Board Snapshot The following tables provide a snapshot of the independence, tenure and age of our director nominees. ‌Board Refreshment Over the last three years, we have identified and added two new directors. Their expertise in senior leadership, capital markets, public company boards, the forest products industry, international business and environment, health and safety complements and adds to the existing skills and expertise of other continuing directors. ‌Snapshot of Attributes of Director Nominees All director nominees exhibit the following personal attributes: Integrity • Diversity Prepared to represent the best interests of all Shareholders • A proven record of success Prepared to participate actively in Board activities • Collegiality Our director nominees also have the following qualifications: ‌Corporate Governance Highlights We are committed to good corporate governance, which promotes the long-term interests of our Shareholders, strengthens Board and management accountability and helps build public trust in us. The "Corporate Governance and Board Matters" section beginning on page 12 describes our governance framework, which includes the following highlights: Board Independence Independent director nominees 8 of 9 Independent Chairperson William D. McCartney Independent Board committees AC, HRC, GNC Director Elections Frequency of Board elections Annual Voting standard for uncontested elections Majority of votes cast Board and Independent Director Meetings in 2025 Full Board meetings 16 Independent director-only meetings 11 Board Committee Meetings in 2025 Audit Committee 4 Human Resources Committee 9 Governance and Nominating Committee 7 Environmental, Health and Safety Committee 4 Evaluating and Improving Board Performance Monitor best practices Yes Board evaluations Annually Committee evaluations Annually Board recruitment and composition Annually Board orientation Yes Continuing Board education Yes Aligning Director and Shareholder Interests Director stock ownership guidelines Yes Director equity grants Yes Risk oversight by full Board and committees Yes ‌Fiscal 2025 In fiscal 2025, our operating results were impacted by a challenging hardwood pulp environment and higher fiber costs stemming from the current economic climate and continuing global trade uncertainty. Despite these challenges, we focused on managing costs and liquidity and improved our underlying performance. In fiscal 2025, we: realized approximately $30.0 million in cost savings and operational reliability improvements towards our "One Goal One Hundred" program. This core initiative targets $100.0 million in total profitability improvement actions by the end of 2026, using 2024 as a baseline; continued to grow the order book for our mass timber products, with mass timber production expected to ramp up in 2026; and commissioned a pilot program for the operation of a carbon capture demonstration unit at our Peace River mill. Selected Strategic Highlights In addition to their contributions and leadership, the following outlines an overall assessment of our executives' contribution in fiscal 2025 to achieving our strategic objectives and targets: Operations The operation and maintenance of modern, low-cost, reliable and energy efficient operations is key to producing stable returns through the economic cycle. In fiscal 2025, we: implemented $88.6 million of capital projects at our operations, primarily related to completion of the wood room project at our Celgar mill, log yard upgrades at our Torgau facility and Friesau mill, upgrades to the digester evaporator and a new turbine generator at our Rosenthal mill, lime kiln improvements at our Stendal mill, sorting line upgrades and other strategic projects at our mass timber facilities and maintenance projects across our operating segments; and achieved record lumber production at our Torgau facility in 2025. Growth and Diversification of our Core Competencies We are focused on growth in areas where we have a clear leadership position or high degree of competence to ensure that we can add value for Shareholders. In fiscal 2025, despite the challenging environment and while focusing on managing costs and liquidity, we: continued to grow the order book for our mass timber products, with mass timber production expected to ramp up in 2026; and commissioned a pilot program for the operation of a carbon capture demonstration unit at our Peace River mill. Sustainable Operations We manage and operate our business, including the natural resources under our care or direction, with a longterm view and focus on sustainability. We believe by doing so we will be able to deliver value to our customers, employees, Shareholders, communities and other stakeholders. We strive to maintain the highest environmental, social and governance standards. We believe that by caring for the health and safety of our workers, maintaining the environmental quality of our operations and being part of and actively engaged in the communities in which we operate, we enhance the value for all of our various stakeholders and our social license to operate. In fiscal 2025, among other things, we: focused on the implementation of our Climate Transition Plan and working towards achievement of our 50% scope 1 greenhouse gas emissions reduction target; incorporated key learnings from our third climate change scenario analysis that identified and assessed the potential impacts of climate change-related risks and opportunities on our business; commenced quantification of the biogenic carbon cycle of our products, including direct and indirect land management emissions and removals, and the carbon stored in our products. This project aims to show the full carbon benefit of the circular bioeconomy while identifying continuous improvement practices related to forest management and fiber sourcing; and closely engaged with our stakeholders including governments and First Nations to strengthen our relationships in all areas of our business. Please see "Item 1. Business - Commitment to Sustainability" of our 2025 Form 10-K for further information. Develop Top Talent to Drive Sustainability and Execute our Strategy A key component of our focus on sustainability is developing our talent through effective human capital management. In fiscal 2025, we: achieved an approximately 3.7% reduction in the average (weighted by total working hours) total recordable incident rate across our mills and facilities, including through our continued Significant Injury or Fatality Program, which aims to identify and address the potential for significant incidents and their precursors; continued our commitment to health and safety; our Senior Safety Leadership Committee met throughout the year to enhance and implement policies, strategies, expenditures and training for our employees; and conducted succession planning across all our operations and functions with a focus on senior and key roles. The chart below summarizes our selected key financial and operating results for 2025 compared to 2024. Year Ended December 31, 2025 2024 Change (%) (in millions, other than where indicated) Pulp Segment Pulp production ('000 ADMTs) 1,834.7 1,843.1 - Average pulp sales realizations ($/ADMT) (1) NBSK $ 743 $ 784 (5) NBHK $ 549 $ 637 (14) Pulp sales ('000 ADMTs) 1,829.9 1,899.8 (4) Energy production ('000 MWh) (2) 2,029.1 2,125.3 (5) Energy sales ('000 MWh) (2) 718.9 797.2 (10) Pulp segment revenues from external customers $ 1,386.7 $ 1,548.6 (10) Pulp Segment Operating EBITDA (3) $ 15.6 $ 260.9 (94) Solid Wood Segment Lumber production (MMfbm) 472.2 475.6 (1) Lumber sales (MMfbm) 464.8 470.4 (1) Energy production and sales ('000 MWh) 137.0 126.3 8 Solid wood segment revenues from external customers $ 467.4 $ 486.0 (4) Solid wood Segment Operating EBITDA (3) $ (25.2) $ (4.4) (473) Statement of Operations Data: Total revenues $ 1,868.1 $ 2,043.4 (9) Costs and expenses $ 2,265.8 $ 2,028.4 12 Total operating income (loss) $ (397.7) $ 15.0 (2,751) Operating EBITDA (4) $ (22.0) $ 243.7 (109) Net loss $ (497.9) $ (85.1) (485 ) ) December 31, 2025 2024 Change (%) Balance Sheet and Other Data: (in millions, other than ratio) Cash and cash equivalents $ 186.8 $ 184.9 1 Net debt $ 1,418.3 $ 1,289.1 10 Total equity $ 68.1 $ 429.8 (84) Net debt to equity ratio 20.8 to 1 3.0 to 1 593 Return on Average Assets (5) (23.1)% (3.5)% (560) Return on Average Equity (5) (200.0)% (16.0)% (1,150) Total Recordable Incident Rate 2.63 2.73 (3.7) Year Ended December 31, 2025 2024 Change (%) Share Price and Dividend Data Price per Share as of fiscal year end (6) $ 1.98 $ 6.50 (70) Price per Share - High for year (7) $ 8.16 $ 10.90 (25) Dividends declared per Share $ 0.15 $ 0.30 (50) Sales realizations after customer discounts, rebates and other selling concessions. Does not include our 50% joint venture interest in the Cariboo Pulp & Paper Company, which is accounted for using the equity method. In 2024, we disposed of this interest. Segment Operating EBITDA is a measure of segment profit or loss presented in our financial statements under GAAP. Refer to the segment information note in our consolidated financial statements included in the 2025 Annual Report. Operating EBITDA is a non-GAAP measure. See "Non-GAAP Financial Measures" for further information. Return on Average Assets and Return on Average Equity are calculated by dividing net loss by the average of the total asset and equity balances, respectively, based on the beginning and ending balances of the same period used for net loss. Represents the closing market price of our Shares on the NASDAQ Global Select Market on December 31, 2025 and December 31, 2024, respectively. Represents the highest closing market price of our Shares on the NASDAQ Global Select Market for the respective years. ‌Executive Compensation Highlights Our executive compensation program is designed to achieve the following key objectives: attract and retain top talent by competing effectively for high quality individuals whose efforts and judgments are vital to our continued success; closely align compensation with our business purpose and commitment to Shareholder value creation by focusing on long-term sustainable growth; create an environment in which our executives are motivated to achieve and maintain superior performance levels and goals consistent with our overall business strategy; reward and compensate our executives for their contribution to our overall success and for their individual performance during the relevant fiscal year; align the interests of our executives with the long-term interests and value performance of our Shareholders; and given the cyclicality of the industry in which we operate, provide the Board the discretion to modify compensation targets to meet business needs at the time. Some of the compensation practices we employ to achieve our objectives include: What We Do What We Don't Do Pay for performance philosophy with a majority of pay at risk Incorporate performance-based equity awards in overall compensation for named executive officers ("NEOs") with vesting requirements determined and judged by our Human Resources Committee Manage Share usage conservatively Conduct annual "say-on-pay" advisory votes Maintain a clawback policy that covers cash and equity and that is beyond what is required by the Sarbanes-Oxley Act of 2002 and applicable stock exchange requirements Assess risks to our compensation policies and practices Maintain a stock ownership policy for our directors and NEOs Utilize an independent executive compensation consultant Annually review the Human Resources Committee's charter Do not have single-trigger change-in-control executive contracts Do not provide significant perquisites Do not provide "defined benefit" retirement plans for our executives Do not provide supplemental executive retirement plans for our executives Do not provide excise tax gross-ups of perquisites Do not re-price stock options without Shareholder approval; no grants below fair market value Do not pay dividends on unvested long-term equity incentives to our executives Do not allow executives to engage in hedging, short sales or derivative transactions with respect to our Shares ‌Variable Pay at Risk Our executive compensation program provides that a majority of compensation awarded to our NEOs, especially our Chief Executive Officer, is variable, performance-based compensation and "at risk". The percentage of our executives' compensation opportunity that is variable or at risk versus fixed is based primarily upon the executive's role and, to a lesser extent, geographic location. Generally, executives with more ability to directly influence overall performance have a greater portion of pay at risk through both short- and long-term incentive programs. Further, as a result of local market practices and customs, our North American-based executives generally have a greater portion of their compensation at risk, including the opportunity to earn greater rewards, than our European-based executives. The graph below shows the balance of the elements that comprised total direct target compensation for our Chief Executive Officer and other NEOs, as a group, for 2025, including the percentage of variable compensation. The percentage of variable compensation listed below each chart is calculated by dividing (i) the value of variable target compensation by (ii) the amount of total direct target compensation, which includes variable compensation plus fiscal 2025 base salary. Fiscal 2025 Total Direct Target Compensation ‌Selected 2026 Compensation Updates In 2026, in view of better aligning our incentive compensation program with prevailing market practices and our strategic debt reduction goals, our Human Resources Committee conducted a comprehensive review of our incentive compensation programs. In connection with such review, the Human Resources Committee approved a re-design of certain elements of our long-term incentive program (the "LTIP Re-Design") including with respect to the variable compensation vehicle mix, certain performance share unit performance metrics and weightings and the construction of our TSR Peer Group. The LTIP Re-Design also resulted in the addition of a new performance criterion tied to our net leverage ratio in order to reflect our balance sheet goals. Such LTIP Re-Design applies to awards granted commencing in 2026. The Human Resources Committee believes that the LTIP Re-Design will further align long-term performance measures with our strategy and goals. See "Compensation Objectives, Framework and Components - Long Term Incentive Program - 2026 LTIP Re-Design" for more information. In addition to the LTIP Re-Design, the Human Resources Committee and Board also implemented measures relating to our compensation programs to reflect current challenging market conditions and to align with our focus on liquidity. This included, among other things, (i) the deferral of awards under our short-term incentive program to our NEOs and certain other executives until the third quarter of 2026, at which time the Human Resources Committee will review and make further recommendations based on various factors, including financial condition at the time, (ii) the institution of a floor price of $4.00 per Share for all annual equity grants and awards for 2026, including to executives, employees and members of the Board (not including pursuant to elections made by applicable directors to receive grants in lieu of their cash retainers), and (iii) the introduction of cash-settled performance share units for executives to minimize burn rate and mitigate Shareholder dilution. See "Compensation Discussion and Analysis - Executive Compensation Objectives and Program Design - 2026 Compensation Updates" for more information. ‌Advisory Resolution to Approve Our Executive Compensation We are asking Shareholders to approve, on an advisory basis, our executive compensation policies and practices as described in our Compensation Discussion and Analysis, accompanying tables and related narrative contained in this Proxy Statement. The advisory vote, commonly referred to as a "say-on-pay" vote, gives Shareholders the opportunity to vote on the compensation for our NEOs that is disclosed in this Proxy Statement. This vote is not intended to address any specific item of executive compensation, but rather the overall compensation for our NEOs and the philosophy, policies and practices described in this Proxy Statement. Since this "say-on-pay" vote is advisory, it will not be binding on our Board or our Human Resources Committee. However, both the Board and such committee value the opinion of Shareholders and will review the voting results and take them into consideration when making future decisions regarding executive compensation. The non-binding resolution approving our executive compensation was approved by approximately 99.8% of the votes cast by Shareholders present or represented by proxy at our 2025 annual meeting of Shareholders. ‌Independent Registered Public Accounting Firm As a matter of governance practices, our Audit Committee is asking Shareholders to ratify the selection of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2026. The following table sets forth the aggregate fees billed by PricewaterhouseCoopers LLP for 2025 and 2024. Year Ended December 31, 2025 2024 Audit Fees $ 2,707,906 $ 3,073,339 Audit-Related Fees $ 275,940 $ 347,937 Tax Fees $ 248,118 $ 304,863 All Other Fees $ 13,532 $ 17,967 Total $ 3,245,496 $ 3,744,106 MERCER INTERNATIONAL INC. Suite 1120, 700 West Pender Street, Vancouver, B.C., V6C 1G8, Canada PROXY STATEMENT ‌GENERAL INFORMATION This proxy statement ("Proxy Statement") is furnished in connection with the solicitation by management of Mercer International Inc. of proxies for use at the annual meeting of our shareholders ("Shareholders") to be held at Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada at 10:00 a.m. (Vancouver time) on June 1, 2026 (the "Meeting"), or any adjournment, postponement or rescheduling thereof. References to "we", "our", "us", the "Company" or "Mercer" in this Proxy Statement mean Mercer International Inc. and its subsidiaries unless the context clearly suggests otherwise. References to "fiscal year" means an annual period ended December 31. Information herein for 2025 generally refers to our 2025 fiscal year. If a proxy (a "Proxy") is properly executed and received by us prior to the Meeting or any adjournment, postponement or rescheduling thereof, the shares of our common stock (the "Shares") represented by such Proxy will be voted in the manner directed. Please see the Proxy for voting instructions. In the absence of voting instructions, the Shares will be voted for the proposals set out in the accompanying Notice of Annual Meeting of Shareholders and as shown in the table below and in accordance with the best judgment of the named proxies on any other matter properly brought before the Meeting: Proposal No. Vote Board Recommendation Broker Non-Vote Vote Effect of Required Abstentions for Approval and Broker Non-Votes Election of nine directors FOR This matter is non-routine, thus if you hold your Shares in street name, your broker may not vote your Shares for you Majority of votes cast No effect Approval, on a nonbinding, advisory basis, of the compensation paid to our named executive officers Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2026 FOR This matter is non-routine, thus if you hold your Shares in street name, your broker may not vote your Shares for you FOR This matter is routine, thus if you hold your Shares in street name, your broker may vote your Shares for you Majority of votes cast Majority of votes cast No effect Abstention has no effect and broker has discretion to vote A Proxy may be revoked at any time prior to its use by filing a written notice of revocation of proxy with our registrar and transfer agent at Mercer International Legal Proxy c/o Computershare, Inc., P.O. Box 43001, Providence, RI 02940-3001. A Proxy may also be revoked by submitting another Proxy with a later date over the Internet, by telephone, to our registrar and transfer agent or by voting in person at the Meeting. Attending the Meeting will not, in and of itself, constitute revocation of a Proxy. The holders of one-third of the outstanding Shares entitled to vote at the Meeting, present in person or represented by Proxy, constitutes a quorum for the Meeting. Shares represented by Proxies that reflect abstentions or broker non-votes (i.e., Shares held by a broker/dealer or other nominee that are not voted because the broker/dealer or other nominee does not have the authority to vote on a particular matter) will be counted as Shares that are present and entitled to vote for the purposes of determining the presence of a quorum for the Meeting. In accordance with rules of the Securities and Exchange Commission (the "SEC"), we are furnishing our proxy materials related to the Meeting primarily via the Internet, instead of mailing printed copies of those materials to each Shareholder. Beginning on or around April 21, 2026, we will mail a Notice of Internet Availability to our Shareholders (other than those who had previously requested electronic or paper delivery) containing instructions on how to access our proxy materials, including this Proxy Statement and our annual report for 2025 (the "2025 Annual Report"), which includes our annual report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Form 10-K"). The Notice of Internet Availability also instructs you on how to vote over the Internet. This process is designed to expedite Shareholders' receipt of proxy materials, lower the cost of the Meeting and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise. This Proxy Statement, accompanying Proxy and the 2025 Annual Report will be available on or around April 21, 2026 on our corporate website and at https://www.proxyvote.com and https://www.investorvote.com/merc for Shareholders. Proxies may also be solicited by mail, telephone, facsimile or personal contact by our directors, officers or regular employees without additional compensation. All proxy-soliciting expenses in connection with the solicitation of votes for the Meeting will be borne by us. We also will request brokerage firms, banks, nominee custodians and fiduciaries to forward proxy materials to beneficial owners of our Shares as of the Record Date (as defined below) and will reimburse them for the cost of forwarding the proxy materials in accordance with customary practice. Our board of directors (the "Board") has set the close of business on March 26, 2025 as the record date (the "Record Date") for the determination of Shareholders entitled to notice of and to vote at the Meeting or any adjournment, postponement or rescheduling thereof. You are entitled to attend the Meeting only if you were a Shareholder as of the close of business on the Record Date, or hold a valid Proxy for the Meeting. In order to be admitted to the Meeting, you must present proof of ownership of Shares on the Record Date. This can be any of the following: a brokerage statement or letter from a bank or broker indicating ownership on the Record Date; the Notice of Internet Availability of proxy materials; a printout of the proxy distribution email (if you received your materials electronically); a proxy card; a voting instruction form; or a legal Proxy provided by your broker, bank or nominee. Shareholders and Proxy holders must also present a form of photo identification such as a driver's license. We will be unable to admit anyone who does not present identification or refuses to comply with our security procedures. You may also attend the Meeting via the Internet. The accompanying proxy materials include instructions on how to participate in the Meeting and how you may vote your Shares if you participate electronically. To submit your questions during the Meeting, please log on to https://www.meetnow.global/MZDKCKM . You will need to enter the 15-digit control number received with your Proxy or Notice of Internet Availability of proxy materials to enter the Meeting. If you hold your Shares through a broker or other nominee and wish to attend the Meeting you will need to obtain a legal proxy from such broker or other nominee and send it, along with your name and email address to our registrar transfer agent by email at [email protected] or mail at Mercer International Legal Proxy c/o Computershare, Inc., P.O. Box 43001, Providence, RI 02940-3001. Such requests must be labelled "Legal Proxy" and must be received by Computershare no later than 5:00 p.m. (Eastern Time) on May 29, 2026. ‌PROPOSAL 1 - ELECTION OF DIRECTORS In accordance with our articles of incorporation and bylaws, each as may be amended from time to time, our Board is authorized to fix the number of our directors at not less than three (3) and not more than thirteen (13) and has fixed the number of directors at nine (9) for election at the Meeting. Directors are elected at each annual meeting of Shareholders to hold office until the next annual meeting. The persons identified below are nominated to be elected at the Meeting for the ensuing year. All of the nominees are currently directors previously elected by Shareholders. Despite the expiration of a director's term, the director shall continue to serve until the director's successor is elected and qualified or until there is a decrease in the number of directors. If for any unforeseen reason any of the nominees for director declines or is unable to serve, Proxies will be voted for the election of such other person or persons as shall be designated by the directors. Our Board has no reason to believe that any of the nominees will decline to serve or will be unable, if elected. Proxies received which do not specify a choice for the election of the nominees will be voted "FOR" each of the nominees. Proxies cannot be voted for more than nine (9) persons since that is the total number of nominees. Set forth below is certain information furnished to us by the director nominees. There are no family relationships among any of our current directors, nominees or executive officers. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary or other affiliate of ours. We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities and other traits discussed below in "Corporate Governance and Board Matters - Our Director Nominations Process". We believe that Mercer and all of its stakeholders benefit from the broader exchange of perspectives and balance brought by a diversity of background, thought and experience. We further believe that a diverse and balanced Board enhances our sustainability, understanding of risks and opportunities, decision-making processes and achievement of our strategic goals. We also endeavor to have a Board representing a range of skills and depth of experience in areas that are relevant to and contribute to the Board's oversight of our operations. The Board believes its current size is appropriate for the size and scope of our business. We believe that the following nominees represent a desirable mix of backgrounds, skills and experiences. Additionally, we believe that the specific leadership skills and other experiences of the nominees described below, particularly in the areas of forest products industry or related business experience, senior executive leadership, financial accounting/reporting, public company board experience, investment management, capital markets and finance, provide us with the perspectives and judgment necessary to guide our strategies and monitor their execution. Each nominee elected as a director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of such director's duties, including by attending meetings of our Shareholders and meetings of the Board and committees of which such director is a member. Following the biographical information for each director nominee, we describe the key experience, qualifications and skills our director nominees bring to the Board that, for reasons discussed below, are important in our business and a Board diversity mix. The Board considered these experiences, qualifications and skills and the directors' other qualifications in determining to recommend that the directors be nominated for election: Industry and related business experience Senior leadership experience We seek directors who have knowledge of and experience in the forest products industry, which is useful in understanding the operations of large manufacturing facilities, fiber procurement and harvesting, pulp, lumber and energy production, logistics and sales aspects of our business. Relevant experiences might include, among other things, forest products Chief Executive Officer or senior executive experience, international experience and relevant senior-level expertise in one or more of the following areas: forest products, bioenergy, chemicals, wood extractives, capital markets, finance and accounting. We believe that it is important for our directors to have served in senior leadership roles at other organizations, which demonstrates strong abilities to motivate and manage others, to identify and develop leadership qualities in others and to manage organizations. Senior Public company leadership experience is necessary to ensure achievement of our strategic priorities and objectives. Directors who have served on other public company boards can offer advice and perspective with respect to Board dynamics and operations, oversight and leadership, the relationship between the Board and management and other matters, including: board experience corporate governance; executive compensation; oversight of strategic risk management; oversight of sustainability and environmental, social and governance ("ESG") matters; operational and compliance-related matters; and relations with Shareholders. Capital markets and financial experience International business experience ESG Business development and growth in strategic areas Risk management Diversity Directors who have capital markets experience can offer advice and perspective on investor expectations and perspectives, capital raising, appropriate capital structure, financing strategic transactions, including mergers and acquisitions, financial statements and financial reporting matters. We operate internationally and a significant majority of our employees and operations are outside the United States and primarily in Canada and Germany. Further, a significant majority of our customers are located in Europe and China. Accordingly, international business experience is desirable. We value and seek directors who have experience in ESG and corporate social responsibility matters, as their advice and perspective can strengthen the Board's oversight and ensure that our strategic goals are achieved within a responsible and sustainable business model. Directors who have experience in business development and mergers and acquisitions can offer advice and insight of both organic and inorganic growth strategies, the identification of acquisition targets, and analyzing cultural and strategic fit that is instrumental to our longterm success. We value directors who have experience in taking a thoughtful and coordinated approach to risk management, including a clear understanding and oversight of the various risks that we face. We value representation on the Board of diverse perspectives, backgrounds, skills and experiences that strengthens the Board and also reflects the diversity of our Shareholders, employees, customers, suppliers and communities. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE " FOR " THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS. ‌Nominees for Election as Directors Juan Carlos Bueno JUAN CARLOS BUENO, age 57, has served as Chief Executive Officer and President and as a director since May 2022. His previous roles include serving as the Chairman of the Board and co-founder of Global Energy, which produces novel green energy generation devices, from 2018 to March 2022. Prior to that, from 2011 to 2017, Mr. Bueno was the Executive Vice President and Divisional CEO, Biomaterials for Stora Enso Oyj, a manufacturer of pulp, paper and other forest products. At Stora Enso Oyj he designed and led their new biomaterials division, growing sales and profitability. The business included six manufacturing sites and a team of approximately 2,000 employees. Mr. Bueno created a vision and strategy to expand into new sectors such as lignin and hemicellulose. He also has broad experience in investor relations, board interaction and other key CEO functions. Prior to that, Mr. Bueno served in executive positions including Vice President, Crop Protection, President Agar Cross, Commercial Manager, Global Financial Analyst and Business Consultant with EI DuPont de Nemours & Company in Brazil, UK, Argentina, Colombia and USA. EI Dupont de Nemours & Company merged with the Dow Chemical Company to create DowDuPont. Mr. Bueno holds, among other things, a BSc., Industrial Engineering degree and a graduate degree in Negotiation & International Relations. Director Qualifications Mr. Bueno has extensive knowledge and experience in biomaterials, sales, marketing, strategy development and management. He brings to the Board global industrial experience and product experience and a proven track record of achieving commercial and operational excellence over a 30-year career. As our Chief Executive Officer, Mr. Bueno provides the Board with exposure to our executive team and insight into our specific strategic and operational challenges and opportunities. William D. McCartney WILLIAM D. MCCARTNEY, age 70, has served as Chairman since February 2024, and as a director since January 2003 and was Lead Director from May 28, 2021 to February 2024. He has been the President and Chief Executive Officer of Pemcorp Management Inc., a corporate finance and management consulting firm, since its inception in 1990. From 1984 to 1990, he was a founding partner of Davidson & Company, Chartered Accountants, where he specialized in business advisory services. He has been involved with numerous capital restructuring and financing events involving several public companies and brings substantial knowledge relating to the financial accounting and auditing processes. He is a chartered professional accountant and has been a member of the Chartered Professional Accountants of Canada since 1980. He holds a Bachelor of Arts degree in Business Administration from Simon Fraser University. Director Qualifications As Chairperson, Mr. McCartney leads and assists the Board in the discharge of its duties and responsibilities and provides the requisite leadership to ensure that the Board functions effectively and cohesively. He has extensive experience in accounting, finance and capital and international markets. James Shepherd JAMES SHEPHERD, age 73, has served as a director since June 2011. Mr. Shepherd was President and Chief Executive Officer of Canfor Corporation from 2004 to 2007 and Slocan Forest Products Ltd. from 1999 to 2004. He is also the former President of Crestbrook Forest Industries Ltd. and Finlay Forest Industries Limited and the former Chairman of the Forest Products Association of Canada. Mr. Shepherd has previously served as a director of Conifex Timber Inc., Canfor Corporation and Canfor Pulp Income Fund (now Canfor Pulp Products Inc.). Mr. Shepherd holds a degree in Mechanical Engineering from Queen's University. Director Qualifications Mr. Shepherd has held several chief executive officer leadership and other senior positions in the forest industry. As a result, Mr. Shepherd brings to the Board extensive senior executive experience relevant to our operations, public company board experience and an understanding of all aspects of the forest products business, ranging from fiber harvesting to lumber and pulp and paper operations. He also brings to our Board significant experience and background in the designing, execution and implementation of large, complex capital projects at large manufacturing facilities like our mills. Linda J. Welty LINDA WELTY, age 70, has served as a director since June 2018. Ms. Welty was an independent director of Huber Engineered Materials, a global manufacturer of engineered specialty ingredients, a portfolio company of J.M. Huber Corporation from 2014 to 2024. From 2020 to September 2022, Ms. Welty was also elected as a director of GCP Applied Technologies Inc., which is a global provider of specialty construction chemicals and building materials. She formerly served as chairman and a director of the Atlanta Chapter of the National Association of Corporate Directors, whose mission is to advance excellence in corporate governance. From 2010 to 2011 she served as a director and member of the special committee of Massey Energy Company. She served as an independent director of Vertellus Specialties, Inc. from 2007 to 2016. Ms. Welty was President and Chief Operating Officer of Flint Ink Corp., a global producer of printing inks for packaging and publication from 2003 to 2005. From 1998 to 2003, she served as President of the Specialty Group of H.B. Fuller Company, a global manufacturer of adhesives, sealants and coatings. She also served for over twenty years in global leadership roles for Hoechst AG and its former U.S. subsidiary, Celanese. Ms. Welty is a National Association of Corporate Directors (NACD) Certified Director and NACD Board Leadership Fellow and holds a Bachelor of Science in Chemical Engineering from the University of Kansas. Director Qualifications Ms. Welty brings to the Board extensive U.S. public company board experience and global industrial experience in corporate governance, executive leadership, operations, sales, marketing and manufacturing roles in the chemicals, specialty chemicals and energy industries. Rainer Rettig RAINER RETTIG, age 67, has served as a director since February 2020. Mr. Rettig served as Senior Vice-President of the Circular Economy Program at Covestro AG (formerly known as Bayer Material Science, a subgroup of Bayer AG), one of the world's leading manufacturers of high-tech polymer materials from 2019 until 2020 and held various other management positions at Bayer Material Science between 2002 and 2019. Mr. Rettig brings significant experience in sales, marketing and strategy development in the field of chemicals and plastics. He had several senior leadership roles in Germany, Japan, Hong Kong and China. He holds a Ph.D in polymer chemistry and polymer processing from the Technical University of Darmstadt in Germany. Director Qualifications Mr. Rettig has extensive knowledge and experience in manufacturing, sales, marketing, strategy development and management. He brings to the Board extensive global industrial experience and insight into the European and Asia-Pacific markets. Alice Laberge ALICE LABERGE, age 70, has served as a director since February 2021. Ms. Laberge served as a director of Russel Metals Inc., a metal distribution company, from 2007 to 2025. Ms. Laberge is also a director of the Canadian Public Accountability Board. Ms. Laberge also served as a director of Potash Corporation of Saskatchewan from 2003 to 2018, and Nutrien Ltd. from 2018 to May 2024. She retired from the board of the Royal Bank of Canada in January 2021, on which she served for over 15 years. She formerly served as President and Chief Executive Officer of Fincentric Corporation, a global provider of software solutions to financial institutions, until 2005, and was previously Chief Financial Officer and Senior Vice-President, Finance for MacMillan Bloedel Ltd. Ms. Laberge is a Fellow of the Institute of Corporate Directors, and holds an MBA from the University of British Columbia and a Bachelor of Science from the University of Alberta. Director Qualifications Ms. Laberge brings to the Board extensive senior executive experience relevant to our operations and an understanding of the forest products business. She also brings significant corporate governance and public company board experience from a wide variety of companies. Ms. Laberge also has extensive knowledge in financial and accounting matters. Janine North JANINE NORTH, age 65, has served as a director since February 2021. Ms. North is currently a director of Conifex Timber Inc., a forest products company, and Imperial Metals Corporation, a Canadian mining company. She was formerly a director of the Fraser Basin Council and the BC Ferry Services Corp. Ms. North retired from the Northern Development Initiative Trust in 2016 after serving 11 years as the founding Chief Executive Officer. Ms. North holds a Diploma in Management Studies from the Executive MBA Program at Simon Fraser University and a Bachelor of Science from the University of Alberta. Director Qualifications Ms. North brings with her significant public company board experience, and in particular, with companies involved in the resource sector. In particular, she has extensive knowledge and experience relevant to our operations in the forest products industry, including financings and strategic transactions in the industry, as well as corporate governance and talent management. Thomas Kevin Corrick THOMAS KEVIN CORRICK, age 70, has served as a director since May 2023. Mr. Corrick has served as an advisor to Farran Realty Partners, LLC, a multi-family apartment developer in the Intermountain West of the United States, from 2020 to 2026. He also served as Chief Executive Officer for Boise Cascade, one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products, from 2015 to 2020. Mr. Corrick began his Boise Cascade career in 1980 in finance, including roles in audit, treasury, and planning, and then moved into several leadership roles with the Wood Products manufacturing division. Under his leadership as Vice President, then Senior Vice President, the engineered wood products business grew to a market leadership position and became one of the key growth and profit engines for the company. Key accomplishments as CEO include implementing a systematic, company-wide focus on mission and values, significantly expanding leadership development and succession planning activities, with a focus on diversity and inclusion, and leading an initiative to create an owner-focused capital allocation strategy and mindset across the company. During his tenure as CEO, the company substantially improved its competitive position by expanding core capacity, selling and closing non-strategic assets, and strengthening its balance sheet by refinancing its entire debt portfolio. Mr. Corrick has served on several advisory committees and boards. He currently serves as a board member for the Treasure Valley YMCA and the St. Luke's Health System. Previously he served as a director for the Salt Lake City branch of the Federal Reserve Bank of San Francisco and the American Wood Council (AWC), where he served as chair. He received both his bachelor's and master's degrees in business administration from Texas Christian University. Director Qualifications Mr. Corrick brings to the Board extensive senior executive and leadership experience spanning more than forty years. He also has significant knowledge and experience relevant to our operations in the forest products industry and in strategic development, financial and accounting matters. Markwart von Pentz MARKWART VON PENTZ, age 63, has served as a director since May 2025. Mr. von Pentz is currently the senior advisor to Bundeswehr Consulting GmbH, a consulting arm of the German Armed Forces. He has also been the Senior Advisor, Office of the Chairman at Deere & Company, a global leader in the production of agricultural, turf, construction, and forestry equipment and solutions, from 2023 to 2024. From 2007 to 2023, Mr. von Pentz was the President, Global Agriculture & Turf Division at Deere & Company. He is also an advisory council member of both Goldbeck Solar Group GmbH and Mafi/Trepel GmbH. Mr. von Pentz formerly served on the board of directors of John Deere Capital Corporation. He has an advanced degree in business administration from Hamburg University and an honorary doctorate in agricultural sciences from the University of Hohenheim. Director Qualifications Mr. von Pentz brings to the Board 30 years of experience as a senior executive and significant knowledge of technology and digitalization in manufacturing and technical industries. He also has experience as a board director and committee member. ‌Majority Voting Policy in Uncontested Director Elections In order to provide Shareholders with a meaningful role in the outcome of director elections, our Board has adopted a provision on voting for directors in uncontested elections as part of our Corporate Governance Guidelines (the "Governance Guidelines"). This provision provides that any nominee in an uncontested election who receives more votes "Against" his or her election than votes "For" his or her election shall have his or her term as a director terminate on the earliest to occur of: (i) 90 days after the date the election results are certified; (ii) the date such director resigns; or (iii) the date the Board fills the position. We have amended our bylaws to reflect such provision. The complete terms of this provision are included in our Governance Guidelines which can be found at the "Governance" link on our website at https://www.mercerint.com . The election of directors at the Meeting is an uncontested election. ‌Board Snapshot The following tables provide a snapshot of the independence, tenure and age of our director nominees. ‌Board Tenure and Refreshment Maintaining an appropriate balance of tenure among directors is an integral part of the Board's consideration. Longer serving directors bring valuable experience and knowledge with respect to our business, industry and strategic and operational challenges. Newer directors bring, along with their own personal experiences, fresh perspective and ideas. We have added two new directors to the Board over the last three years or four new directors over the last five years. We do not believe that directors should be subject to term or age limits. While term and age limits could facilitate fresh ideas and viewpoints being consistently brought to the Board, we believe they are counter-balanced by the disadvantage of causing the loss of directors who, over a period of time, have developed insight into our strategies, operations and risks and continue to provide valuable contributions to Board deliberations. We believe that our decision not to establish term or age limits is consistent with the prevailing practice among companies in the S&P 500. We recognize that certain governance stakeholders have suggested that longer-serving directors may have decreased independence and objectivity; however, we believe that arbitrarily removing knowledgeable directors and the oversight consistency they bring - particularly during periods of management change - weighs against strict limits on director tenure. We also believe flexibility in Board size allows us to provide continuity, bringing new perspectives while preserving the knowledge and experience of our Company held by longer-serving directors. Ultimately, it is our Board's responsibility to establish Board refreshment policies, using its discretion in our best interests and that of our Shareholders. ‌Snapshot of Attributes of Director Nominees All director nominees exhibit the following personal attributes: Integrity • Diversity • Collegiality Prepared to represent the best interests of all Shareholders A proven record of success • Prepared to participate actively in Board activities Our director nominees also have the following qualifications and attributes: Industry and Related Experience Senior Leadership Experience Public Company Board Experience Capital Markets and Financial Experience International Business Experience Environment, Health and Safety Experience Business Development, Mergers and Acquisitions and Growth Experience Juan Carlos Bueno ✓ ✓ ✓ ✓ ✓ ✓ William D. McCartney ✓ ✓ ✓ ✓ ✓ James Shepherd ✓ ✓ ✓ ✓ ✓ ✓ ✓ Linda J. Welty ✓ ✓ ✓ ✓ ✓ ✓ ✓ Rainer Rettig ✓ ✓ ✓ ✓ ✓ Alice Laberge ✓ ✓ ✓ ✓ ✓ Janine North ✓ ✓ ✓ ✓ ✓ ✓ Thomas Kevin Corrick ✓ ✓ ✓ ✓ ✓ ✓ ✓ Markwart von Pentz ✓ ✓ ✓ ✓ ✓ ✓ ‌Board Diversity We recognize the benefit of diversity of perspectives, backgrounds, skills and experience and consider it to be an element of Board effectiveness. We believe such diversity provides us with a better understanding of issues, enhances our decision making, improves our execution and performance, enhances our oversight of risk, ESG matters and strategies and enhances value for Shareholders and other stakeholders. Currently, 30% of our Board is comprised of directors who are women. If all of the Board nominees are elected at the Meeting, 33% of our Board will continue to be comprised of women. ‌CORPORATE GOVERNANCE AND BOARD MATTERS ‌Role of the Board Our Board makes major policy decisions, participates in strategic planning, oversees risk management, oversees our sustainability and ESG initiatives and reviews management's performance and effectiveness. Certain important matters must be dealt with by our Board, such as the approval of financial statements and the declaration of dividends to our Shareholders. Through our Governance Guidelines and/or formal resolution, the Board reserves for itself the right to make certain decisions and delegates others to management. In some matters, management's discretion is limited by dollar thresholds beyond which Board approval is required. Our Board, with management, also sets the tone from the top to establish high standards of conduct and promote an open and transparent culture. The Board's responsibility to oversee conduct and culture is broad and focuses on continuous improvement in our affairs. ‌Key Areas of Board Oversight Responsibility Activities Conduct and Culture • Setting the tone from the top. Championing our values and satisfying ourselves that a culture of integrity is maintained by us. This is furthered by our Code of Business Conduct and Ethics and other policies. Promoting a respectful environment where colleagues can speak up and challenge behaviors that do not align with our values. Governance • Through our Governance and Nominating Committee, monitoring best practices in governance, developing corporate governance principles and guidelines and establishing appropriate structures and procedures to allow our Board to function effectively and independently of management. Risk Oversight • Overseeing and approving our risk management and appetite. Regularly reviewing at Board meetings the risks we face, changes to our risk profile and mitigation measures. Through our Board committees, overseeing strategic risk policies and monitoring conduct. Promoting a strong risk culture and ensuring conduct aligns with our business-wide risk appetite. ESG Oversight • Overseeing management in developing, implementing and monitoring ESG policies, practices and strategies and related sustainability initiatives to meet high standards of environmental and social responsibility. Overseeing our ESG-related goals. Overseeing the effectiveness of our approaches to managing climate-related impacts. Monitoring the social, political, environmental, public policy, legislative and regulatory trends, and developing governance principles and strategic guidelines and ESG initiatives in response to such trends including our approach to climate change. Strategic Oversight • Overseeing our strategic direction and the formulation of our plans and priorities ensuring alignment with our risk appetite. Annually approving our strategic plan and initiatives which takes into account, among other things, the opportunities and risks of our business and aspects of our sustainability initiative. Approving our financial objectives and operating plans including significant capital allocations, expenditures and transactions that exceed prescribed thresholds. Regularly discussing and reviewing aspects of strategy with management and monitoring the implementation of strategic initiatives. Reviewing and approving our organizational structure. Reviewing the results of our annual business performance assessments. Responsibility Activities Talent Management and Succession Planning Financial Reporting and Internal Controls Together with our Human Resources Committee: Reviewing strategies and programs for assessment and development of senior talent; Supervising succession planning processes, which include selection, appointment and the development of our Chief Executive Officer and other senior executives; and Evaluating and approving compensation of our Chief Executive Officer and senior management team in a manner consistent with practical incentives. Overseeing compliance with applicable audit, accounting and financial reporting requirements. Requiring management to implement and maintain effective systems of internal control, including management information systems. Through our Audit Committee, assessing the adequacy and effectiveness of systems of internal control. Approving the quarterly and annual financial reports. ‌Governance Guidelines, Code of Conduct and Other Policies Available on Our Website The Governance section of our website ( https://mercerint.com/our-company/governance/ ) contains our policies regarding our governance and other practices including our: Governance Guidelines; Code of Business Conduct and Ethics; Whistleblower Policy; Clawback Policy; Environmental Policy; Health and Safety Policy; Securities Law Compliance Policy; Hedging Transactions Policy; Anti-Corruption Policy; Western Canada Indigenous Relations Policy; Human Rights Policy; and Wood and Fibre Procurement Policy. We have adopted Governance Guidelines which provide a set of flexible guidelines for the effective functioning of our Board which are reviewed regularly and revised as necessary or appropriate in response to changing regulatory requirements and evolving best practices. Our Governance Guidelines also: provide for our charters for each Board committee including our Audit Committee Charter; provide for an independent Chairperson of the Board; provide for the duties and responsibilities of the Board, its committees, Chairperson and certain of our officers including our Chief Executive Officer; provide for practices with respect to the holding of regular quarterly and strategic meetings of the Board, including separate meetings of non-employee directors; and reserve to the Board specific approval and authority for certain decisions or matters. Our Code of Business Conduct and Ethics provides a framework of fundamental principles that guide the Board in its deliberations, allows us to address sensitive and complex matters and sets forth our accountabilities if standards of conduct are not upheld. Our Code of Business Conduct and Ethics, which applies to all of our executives, employees and directors, is designed to deter wrongdoing and promote: honest and ethical conduct; compliance with applicable governmental laws, rules and regulations; avoidance of conflicts of interest; acceptable personal conduct and behavior; full, fair, accurate and timely disclosure in our public filings with the SEC and other public communications; the protection of our assets, including protecting corporate opportunities and confidential information; fair dealing practices; prompt internal reporting of violations of the code; and accountability for adherence to the code. We maintain a Clawback Policy which provides for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations as required by SEC and NASDAQ rules and the Dodd-Frank Wall Street Reform and Consumer Protection Act . Our Clawback Policy provides procedures which allow us to seek reimbursement with respect to incentive compensation paid or awarded to executive officers in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws of the United States and in certain other cases of misconduct. Further, our Clawback Policy additionally provides for forfeiture or clawbacks of awards in specified cases where we determine an executive has engaged in material misconduct, material failure to comply with our policies or personal misconduct that is detrimental to us. We encourage a transparent and open environment where all employees can speak up without reprimand. Our Whistleblower Policy provides a set of procedures for our employees to report, on a confidential basis, their concerns or complaints about, among other things, questionable accounting or auditing matters or violations of legal or regulatory requirements and for the Audit Committee to receive and respond to such concerns and complaints. Accordingly, our employees can report any misconduct to a supervisor, manager, or the Audit Committee, or employees can make reports and raise concerns on a confidential basis through our Integrity Hotline. Our Securities Law Compliance Policy applies to the handling of material non-public information related to us or other companies with whom we deal and the buying, selling or other dispositions of our stock and other securities and those of other companies. Our Securities Law Compliance Policy applies to all of our directors, employees and agents and is designed to promote compliance with insider trading laws, rules and regulations, and the NASDAQ listing standards. Except as permitted by the policy, no director, employee, or agent may purchase or sell our securities or of any other company with whom we deal while aware of material, non-public information concerning us or the other company until at least two full trading days have elapsed after the public disclosure of the information. Furthermore, no director, employee or agent shall disclose material non-public information about us or any company with whom we deal to anyone outside our organization unless authorized to do so. It is also our policy to comply with all applicable securities laws when transacting in our own securities. Our Hedging Transactions Policy, which applies to our directors and all of our executive officers, is designed to prohibit such individuals from hedging their Mercer stock, including trading in options, puts, calls or other derivative instruments relating to our securities. Our Anti-Corruption Policy is designed to expand upon the provisions of our Code of Business Conduct and Ethics relating to international operations and ensure compliance by us and our directors, officers, employees and agents with the United States Foreign Corrupt Practices Act of 1977 (the "Foreign Corrupt Practices Act") and other applicable anti-corruption laws. We periodically conduct management online training sessions to increase awareness and educate our management on the Foreign Corrupt Practices Act and other similar foreign corrupt practices rules and regulations. Our Environmental Policy is designed to promote responsible environmental stewardship, and to encourage efforts in protecting and sustaining our resources and their ecosystems in the course of our operations. Our Health and Safety Policy applies to all of our employees, operations, visitors and contractors, and is designed to promote the creation and maintenance of a safe and healthy work environment. Our Wood and Fibre Procurement Policy is designed to promote sustainable forest management and wood sourcing practices in the course of our operations. Each of the policies outline certain practices we undertake to promote positive environmental performance and a safe and healthy workplace. Indigenous communities are important partners in maintaining sustainable forest management. Our Western Canada Indigenous Relations Policy outlines our commitment to pursuing positive and respectful relationships with Indigenous nations, settlements and individuals, and provides a framework of practices that encourages and supports such relationships. Our Human Rights Policy applies to all of our employees, and reflects our recognition of human rights as one of our core values. The policy provides a framework for how we conduct our business from a human rights perspective, including providing guiding principles on approaching relationships with employees, suppliers and Indigenous communities in a respectful manner. ‌Board Meetings and Attendance In 2025, each current member of the Board attended 100% of all meetings of our Board (during their term) and each committee on which he or she serves, other than Mr. Torbjörn Lööf, who, prior to the end of his term on May 30, 2025, attended 4 of the 6 meetings of our Board; 1 of the 2 meetings held by our Environmental, Health and Safety Committee; and 1 of the 3 meetings held by our Human Resources Committee; each of our independent directors attended 100% of our executive sessions (during their term) for independent directors without management, other than Mr. Lööf, who, prior to the end of his term on May 30, 2025, attended 75% of our executive sessions; and all of our directors attended the annual meeting held in May 2025 either virtually or in person (although we do not have a formal policy with respect to attendance of directors at our annual meetings, all directors are encouraged and expected to attend such meetings in person or through the virtual meeting, if possible). Current committee membership and the number of meetings of our full Board and committees that were held in 2025 are shown in the table below. Board Audit Committee Human Resources Committee Governance and Nominating Committee Environmental, Health and Safety Committee Juan Carlos Bueno William D. McCartney James Shepherd Alan Wallace (1) Linda Welty Rainer Rettig Alice Laberge Janine North Thomas Kevin Corrick Markwart von Pentz Number of 2025 Meetings 16 4 9 7 4 Chair Member Chairperson Mr. Wallace will not be standing for election at the Meeting. Committee memberships are presented at the date hereof. It is expected that Board committees will be reconstituted after the Annual Meeting.

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