Note 11. Debt

Debt as of December 31, 2025 and December 31, 2024, was comprised of the following:


		December 31,
	Maturity	2025			2024
Senior notes (a)
12.875% senior notes	2028	$	400,000		$	400,000
5.125% senior notes	2029		875,000			875,000

Credit arrangements
€370.1 million German joint revolving credit facility (b)	2027		200,925			168,822
C$160.0 million Canadian joint revolving credit facility (c)	2027		94,758			347
€2.6 million demand loan (d)			—			—
C$20 million standby letters of credit facility (e)	2027		—			—

Finance lease liability			54,873			48,214
			1,625,556			1,492,383
Less: unamortized senior note issuance costs			(6,748	)		(8,982	)
Less: finance lease liability due within one year			(13,664	)		(9,415	)
		$	1,605,144		$	1,473,986

The maturities of the principal portion of debt as of December 31, 2025 were as follows:


	Senior Notes and Credit Arrangements		Finance Leases
2026	$	—	$	15,272
2027		295,683		14,116
2028		400,000		11,956
2029		875,000		7,614
2030		—		4,015
Thereafter		—		5,508
		1,570,683		58,481
Less imputed interest		—		(3,608	)
Total payments	$	1,570,683	$	54,873

Certain of the Company’s debt instruments were issued under agreements which, among other things, may limit its ability and the ability of its subsidiaries to make certain payments, including dividends. These limitations are subject to specific exceptions. As of December 31, 2025, the Company was in compliance with the terms of its debt agreements.

(a)

In October 2024, the Company completed a $200,000 add-on offering of the existing 12.875% senior notes which mature on October 1, 2028 (the “2028 Senior Notes”) at a 103.000% premium to their principal amount. The net proceeds of the offerings were $202,008 after deducting the underwriter's discount and offering expenses. The net proceeds and cash on hand were used to redeem $300,000 in principal amount of senior notes which were to mature in January 2026.

In September 2023, the Company issued $200,000 in aggregate principal amount of 2028 Senior Notes. The net proceeds from this issuance was $195,668 after deducting the underwriter’s discount and offering expenses.

The senior notes which mature on February 1, 2029 (the “2029 Senior Notes” and collectively with the 2028 Senior Notes, the “Senior Notes”) and the 2028 Senior Notes are general unsecured senior obligations of the Company. The Company may redeem all or a part of the Senior Notes upon not less than 10 days’ or more than 60 days’ notice at the redemption price plus accrued and unpaid interest to (but not including) the applicable redemption date.

The 2029 Senior Notes can be redeemed at 100.00% of their principal amount. The following table presents the redemption prices (expressed as percentages of principal amount) and the redemption periods of the 2028 Senior Notes:


2028 Senior Notes
12 Month Period Beginning		Percentage
October 1, 2025		106.438%
October 1, 2026		103.219%
October 1, 2027 and thereafter		100.000%

(b)

A €370.1 million joint revolving credit facility for the German mills that matures in September 2027. Borrowings under the facility are unsecured and bear interest at Euribor plus a variable margin ranging from 1.40% to 2.35% dependent on conditions including but not limited to a prescribed leverage ratio. The facility is sustainability linked whereby the interest rate margin is subject to upward or downward adjustments of up to 0.05% per annum if the Company achieves, or fails to achieve, certain specified sustainability targets. As of December 31, 2025, approximately €171.0 million ($200,925) of this facility was drawn and accruing interest at a rate of 3.310%, approximately €14.4 million ($16,958) was supporting bank guarantees and approximately €184.7 million ($217,014) was available.

(c)

A C$160.0 million joint revolving credit facility for the Celgar mill, Peace River mill and certain other Canadian subsidiaries that matures in January 2027. The facility is available by way of: (i) Canadian dollar denominated advances, which bear interest at a designated prime rate per annum; (ii) Canadian dollar denominated advances, which bear interest at the applicable Adjusted Term Canadian Overnight Repo Rate Average plus 1.20% to 1.45% per annum; (iii) dollar denominated base rate advances at the greater of the federal funds rate plus 0.50%, an Adjusted Term Secured Overnight Financing Rate (“SOFR”) for a one month tenor plus 1.00% and the bank’s applicable reference rate for dollar denominated loans; and (iv) dollar denominated SOFR advances, which bear interest at Adjusted Term SOFR plus 1.20% to 1.45% per annum. As of December 31, 2025, approximately C$129.9 million ($94,758) of this facility was drawn and accruing interest at a rate of 4.270%, approximately C$0.6 million ($470) was supporting letters of credit and approximately C$17.5 million ($12,753) was available.

(d)

A €2.6 million demand loan for Rosenthal that does not have a maturity date. Borrowings under this facility are unsecured and bear interest at the rate of the three-month Euribor plus 2.50%. As of December 31, 2025, approximately €2.6 million of this facility was supporting bank guarantees and approximately $nil was available.

(e)

In October 2025, the Company entered into a C$20.0 million revolving credit facility for the Celgar mill and Peace River mill that matures in August 2027. This facility is available through letters of credit denominated in Canadian dollars and dollars, which incur fees at the greater of 0.50% per annum of the face amount of the letter of credit or C$300. The facility and all letters of credit issued under the facility are guaranteed by Export Development Canada until August 2026. As of December 31, 2025, C$1.1 million ($800) of this facility was supporting letters of credit and approximately C$18.9 million ($13,792) was available.

Historical Timeline

Fiscal Year	Filed
2025	Feb 12, 2026	Showing above
2024	Feb 20, 2025

2023	Feb 15, 2024

2022	Feb 16, 2023

2021	Feb 17, 2022

2020	Feb 16, 2021

2019	Feb 13, 2020

2018	Feb 14, 2019

2017	Feb 16, 2018

2016	Feb 10, 2017

2015	Feb 12, 2016

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.

MERCER INTERNATIONAL INC. Debt Disclosure

Historical Timeline

About Debt Disclosures

Other Available Disclosures