000155673912-312025Q3FALSEhttp://fasb.org/us-gaap/2025#SecuredOvernightFinancingRateSofrMemberhttp://fasb.org/us-gaap/2025#SecuredOvernightFinancingRateSofrMemberxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesthry:segmentxbrli:purethry:petitionthry:case00015567392025-01-012025-09-3000015567392025-10-2800015567392025-07-012025-09-3000015567392024-07-012024-09-3000015567392024-01-012024-09-300001556739us-gaap:NonrelatedPartyMember2025-07-012025-09-300001556739us-gaap:NonrelatedPartyMember2024-07-012024-09-300001556739us-gaap:NonrelatedPartyMember2025-01-012025-09-300001556739us-gaap:NonrelatedPartyMember2024-01-012024-09-300001556739us-gaap:RelatedPartyMember2025-07-012025-09-300001556739us-gaap:RelatedPartyMember2024-07-012024-09-300001556739us-gaap:RelatedPartyMember2025-01-012025-09-300001556739us-gaap:RelatedPartyMember2024-01-012024-09-3000015567392025-09-3000015567392024-12-310001556739us-gaap:NonrelatedPartyMember2025-09-300001556739us-gaap:NonrelatedPartyMember2024-12-310001556739us-gaap:RelatedPartyMember2025-09-300001556739us-gaap:RelatedPartyMember2024-12-310001556739us-gaap:CommonStockMember2025-06-300001556739us-gaap:AdditionalPaidInCapitalMember2025-06-300001556739us-gaap:TreasuryStockCommonMember2025-06-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001556739us-gaap:RetainedEarningsMember2025-06-3000015567392025-06-300001556739us-gaap:CommonStockMember2025-07-012025-09-300001556739us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001556739us-gaap:TreasuryStockCommonMember2025-07-012025-09-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001556739us-gaap:RetainedEarningsMember2025-07-012025-09-300001556739us-gaap:CommonStockMember2025-09-300001556739us-gaap:AdditionalPaidInCapitalMember2025-09-300001556739us-gaap:TreasuryStockCommonMember2025-09-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001556739us-gaap:RetainedEarningsMember2025-09-300001556739us-gaap:CommonStockMember2024-06-300001556739us-gaap:AdditionalPaidInCapitalMember2024-06-300001556739us-gaap:TreasuryStockCommonMember2024-06-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001556739us-gaap:RetainedEarningsMember2024-06-3000015567392024-06-300001556739us-gaap:CommonStockMember2024-07-012024-09-300001556739us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001556739us-gaap:TreasuryStockCommonMember2024-07-012024-09-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001556739us-gaap:RetainedEarningsMember2024-07-012024-09-300001556739us-gaap:CommonStockMember2024-09-300001556739us-gaap:AdditionalPaidInCapitalMember2024-09-300001556739us-gaap:TreasuryStockCommonMember2024-09-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001556739us-gaap:RetainedEarningsMember2024-09-3000015567392024-09-300001556739us-gaap:CommonStockMember2024-12-310001556739us-gaap:AdditionalPaidInCapitalMember2024-12-310001556739us-gaap:TreasuryStockCommonMember2024-12-310001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001556739us-gaap:RetainedEarningsMember2024-12-310001556739us-gaap:CommonStockMember2025-01-012025-09-300001556739us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001556739us-gaap:TreasuryStockCommonMember2025-01-012025-09-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300001556739us-gaap:RetainedEarningsMember2025-01-012025-09-300001556739us-gaap:CommonStockMember2023-12-310001556739us-gaap:AdditionalPaidInCapitalMember2023-12-310001556739us-gaap:TreasuryStockCommonMember2023-12-310001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001556739us-gaap:RetainedEarningsMember2023-12-3100015567392023-12-310001556739us-gaap:CommonStockMember2024-01-012024-09-300001556739us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001556739us-gaap:TreasuryStockCommonMember2024-01-012024-09-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300001556739us-gaap:RetainedEarningsMember2024-01-012024-09-300001556739thry:TermLoanMemberus-gaap:NonrelatedPartyMember2025-01-012025-09-300001556739thry:TermLoanMemberus-gaap:NonrelatedPartyMember2024-01-012024-09-300001556739thry:TermLoanMemberus-gaap:RelatedPartyMember2025-01-012025-09-300001556739thry:TermLoanMemberus-gaap:RelatedPartyMember2024-01-012024-09-300001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMember2025-01-012025-09-300001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMember2024-01-012024-09-300001556739us-gaap:BilledRevenuesMember2025-09-300001556739us-gaap:BilledRevenuesMember2024-12-310001556739us-gaap:UnbilledRevenuesMember2025-09-300001556739us-gaap:UnbilledRevenuesMember2024-12-310001556739thry:KeapMember2024-10-312024-10-310001556739thry:KeapMember2024-10-310001556739thry:KeapMemberthry:CustomerRelationshipsAndTradeNameMember2024-10-310001556739us-gaap:CommonStockMemberthry:UnderwrittenPublicOfferingMember2024-10-312024-10-310001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMember2024-10-312024-10-310001556739thry:KeapMemberus-gaap:CustomerRelationshipsMember2024-10-310001556739thry:KeapMemberus-gaap:MarketingRelatedIntangibleAssetsMember2024-10-310001556739thry:KeapMemberus-gaap:NoncompeteAgreementsMember2024-10-310001556739thry:KeapMember2025-01-012025-03-310001556739thry:KeapMember2024-07-012024-09-300001556739thry:KeapMember2024-01-012024-09-3000015567392025-10-012025-09-300001556739us-gaap:CarryingReportedAmountFairValueDisclosureMember2025-09-300001556739us-gaap:EstimateOfFairValueFairValueDisclosureMember2025-09-300001556739us-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001556739us-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001556739thry:SoftwareAsAServiceMember2024-12-310001556739thry:MarketingServicesMember2024-12-310001556739thry:SoftwareAsAServiceMember2025-01-012025-09-300001556739thry:MarketingServicesMember2025-01-012025-09-300001556739thry:SoftwareAsAServiceMember2025-09-300001556739thry:MarketingServicesMember2025-09-300001556739us-gaap:CustomerRelationshipsMember2025-09-300001556739us-gaap:MarketingRelatedIntangibleAssetsMember2025-09-300001556739us-gaap:NoncompeteAgreementsMember2025-09-300001556739us-gaap:CustomerRelationshipsMember2024-12-310001556739us-gaap:MarketingRelatedIntangibleAssetsMember2024-12-310001556739us-gaap:NoncompeteAgreementsMember2024-12-310001556739thry:TermLoanMember2025-01-012025-09-300001556739thry:TermLoanMember2025-09-300001556739thry:TermLoanMember2024-12-310001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMember2025-09-300001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMember2024-12-310001556739thry:TermLoanMember2024-05-010001556739thry:TermLoanMemberus-gaap:RelatedPartyMember2024-05-010001556739srt:MinimumMemberus-gaap:RelatedPartyMember2025-09-300001556739thry:TermLoanMemberus-gaap:RelatedPartyMember2025-09-300001556739thry:TermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-05-012024-05-010001556739thry:TermLoanMemberus-gaap:BaseRateMember2024-05-012024-05-010001556739thry:TermLoanMemberthry:PaymentTermsTrancheOneMember2024-05-012024-05-010001556739thry:TermLoanMember2024-05-012024-05-010001556739thry:TermLoanMemberthry:PaymentTermsTrancheTwoMember2024-05-012024-05-010001556739thry:PriorTermLoanMember2024-05-012024-05-010001556739thry:PriorTermLoanMember2024-05-010001556739thry:TermLoanMemberus-gaap:GeneralAndAdministrativeExpenseMember2024-05-012024-05-010001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMember2024-05-010001556739us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberthry:ABLFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2024-05-012024-05-010001556739us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberthry:ABLFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2024-05-012024-05-010001556739us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberthry:ABLFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2024-05-012024-05-010001556739us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberthry:ABLFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2024-05-012024-05-010001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMember2024-05-012024-05-010001556739us-gaap:QualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300001556739us-gaap:QualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2025-07-012025-09-300001556739us-gaap:NonqualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2025-07-012025-09-300001556739us-gaap:NonqualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300001556739us-gaap:QualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2024-07-012024-09-300001556739us-gaap:QualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2024-01-012024-09-300001556739us-gaap:NonqualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2024-07-012024-09-300001556739us-gaap:NonqualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2024-01-012024-09-300001556739us-gaap:QualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMembersrt:MinimumMember2025-09-300001556739us-gaap:QualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMembersrt:MaximumMember2025-09-300001556739us-gaap:NonqualifiedPlanMemberus-gaap:PensionPlansDefinedBenefitMember2025-09-300001556739us-gaap:CostOfSalesMember2025-07-012025-09-300001556739us-gaap:CostOfSalesMember2024-07-012024-09-300001556739us-gaap:CostOfSalesMember2025-01-012025-09-300001556739us-gaap:CostOfSalesMember2024-01-012024-09-300001556739us-gaap:SellingAndMarketingExpenseMember2025-07-012025-09-300001556739us-gaap:SellingAndMarketingExpenseMember2024-07-012024-09-300001556739us-gaap:SellingAndMarketingExpenseMember2025-01-012025-09-300001556739us-gaap:SellingAndMarketingExpenseMember2024-01-012024-09-300001556739us-gaap:GeneralAndAdministrativeExpenseMember2025-07-012025-09-300001556739us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300001556739us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-09-300001556739us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001556739us-gaap:PhantomShareUnitsPSUsMember2025-07-012025-09-300001556739us-gaap:PhantomShareUnitsPSUsMember2024-07-012024-09-300001556739us-gaap:PhantomShareUnitsPSUsMember2025-01-012025-09-300001556739us-gaap:PhantomShareUnitsPSUsMember2024-01-012024-09-300001556739us-gaap:EmployeeStockOptionMember2025-07-012025-09-300001556739us-gaap:EmployeeStockOptionMember2024-07-012024-09-300001556739us-gaap:EmployeeStockOptionMember2025-01-012025-09-300001556739us-gaap:EmployeeStockOptionMember2024-01-012024-09-300001556739us-gaap:EmployeeStockMember2025-07-012025-09-300001556739us-gaap:EmployeeStockMember2024-07-012024-09-300001556739us-gaap:EmployeeStockMember2025-01-012025-09-300001556739us-gaap:EmployeeStockMember2024-01-012024-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2024-12-310001556739us-gaap:RestrictedStockUnitsRSUMember2025-09-300001556739srt:MinimumMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001556739srt:MaximumMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001556739us-gaap:PerformanceSharesMember2024-12-310001556739us-gaap:PerformanceSharesMember2025-01-012025-09-300001556739us-gaap:PerformanceSharesMember2025-09-300001556739us-gaap:PerformanceSharesMemberthry:PerformanceConditionsMember2025-09-300001556739us-gaap:PerformanceSharesMemberthry:MarketConditionsMember2025-09-300001556739srt:MinimumMember2025-01-012025-09-300001556739srt:MaximumMember2025-01-012025-09-300001556739srt:MinimumMember2024-01-012024-09-300001556739srt:MaximumMember2024-01-012024-09-3000015567392024-04-3000015567392024-04-302025-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001556739us-gaap:PerformanceSharesMember2025-07-012025-09-300001556739us-gaap:PerformanceSharesMember2024-07-012024-09-300001556739us-gaap:PerformanceSharesMember2025-01-012025-09-300001556739us-gaap:PerformanceSharesMember2024-01-012024-09-300001556739us-gaap:EmployeeStockOptionMember2025-07-012025-09-300001556739us-gaap:EmployeeStockOptionMember2024-07-012024-09-300001556739us-gaap:EmployeeStockOptionMember2025-01-012025-09-300001556739us-gaap:EmployeeStockOptionMember2024-01-012024-09-300001556739us-gaap:EmployeeStockMember2025-07-012025-09-300001556739us-gaap:EmployeeStockMember2024-07-012024-09-300001556739us-gaap:EmployeeStockMember2025-01-012025-09-300001556739us-gaap:EmployeeStockMember2024-01-012024-09-3000015567392024-01-012024-12-3100015567392018-12-310001556739thry:Section199TaxCaseMemberus-gaap:InternalRevenueServiceIRSMember2025-09-300001556739thry:Section199TaxCaseMemberus-gaap:InternalRevenueServiceIRSMember2024-12-310001556739thry:ResearchAndDevelopmentTaxCaseMemberus-gaap:InternalRevenueServiceIRSMember2025-09-300001556739thry:ResearchAndDevelopmentTaxCaseMemberus-gaap:InternalRevenueServiceIRSMember2024-12-310001556739us-gaap:OperatingSegmentsMemberthry:SoftwareAsAServiceMember2025-07-012025-09-300001556739us-gaap:OperatingSegmentsMemberthry:MarketingServicesMember2025-07-012025-09-300001556739us-gaap:OperatingSegmentsMember2025-07-012025-09-300001556739us-gaap:OperatingSegmentsMemberthry:SoftwareAsAServiceMember2024-07-012024-09-300001556739us-gaap:OperatingSegmentsMemberthry:MarketingServicesMember2024-07-012024-09-300001556739us-gaap:OperatingSegmentsMember2024-07-012024-09-300001556739us-gaap:OperatingSegmentsMemberthry:SoftwareAsAServiceMember2025-01-012025-09-300001556739us-gaap:OperatingSegmentsMemberthry:MarketingServicesMember2025-01-012025-09-300001556739us-gaap:OperatingSegmentsMember2025-01-012025-09-300001556739us-gaap:OperatingSegmentsMemberthry:SoftwareAsAServiceMember2024-01-012024-09-300001556739us-gaap:OperatingSegmentsMemberthry:MarketingServicesMember2024-01-012024-09-300001556739us-gaap:OperatingSegmentsMember2024-01-012024-09-300001556739thry:SoftwareAsAServiceMember2025-07-012025-09-300001556739thry:SoftwareAsAServiceMember2024-07-012024-09-300001556739thry:SoftwareAsAServiceMember2024-01-012024-09-300001556739thry:PrintMemberthry:MarketingServicesMember2025-07-012025-09-300001556739thry:PrintMemberthry:MarketingServicesMember2024-07-012024-09-300001556739thry:PrintMemberthry:MarketingServicesMember2025-01-012025-09-300001556739thry:PrintMemberthry:MarketingServicesMember2024-01-012024-09-300001556739thry:DigitalMemberthry:MarketingServicesMember2025-07-012025-09-300001556739thry:DigitalMemberthry:MarketingServicesMember2024-07-012024-09-300001556739thry:DigitalMemberthry:MarketingServicesMember2025-01-012025-09-300001556739thry:DigitalMemberthry:MarketingServicesMember2024-01-012024-09-300001556739thry:MarketingServicesMember2025-07-012025-09-300001556739thry:MarketingServicesMember2024-07-012024-09-300001556739thry:MarketingServicesMember2024-01-012024-09-300001556739country:US2025-07-012025-09-300001556739country:US2024-07-012024-09-300001556739country:US2025-01-012025-09-300001556739country:US2024-01-012024-09-300001556739us-gaap:NonUsMember2025-07-012025-09-300001556739us-gaap:NonUsMember2024-07-012024-09-300001556739us-gaap:NonUsMember2025-01-012025-09-300001556739us-gaap:NonUsMember2024-01-012024-09-300001556739us-gaap:NonUsMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMember2025-07-012025-09-300001556739us-gaap:NonUsMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMember2024-07-012024-09-300001556739us-gaap:NonUsMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMember2025-01-012025-09-300001556739us-gaap:NonUsMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMember2024-01-012024-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-35895

THRYV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware						13-2740040
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1301 Municipal Way, Suite 220, Grapevine, TX						76051
(Address of principal executive offices)						(Zip Code)


(972)			453-7000
(Registrant’s telephone number, including area code)

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, $0.01 par value per share	THRY	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes ☐ No x

As of October 28, 2025, there were 43,576,891 shares of the registrant's common stock outstanding.

THRYV HOLDINGS, INC.

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	3
	Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	4
	Consolidated Statements of Changes in Stockholders' Equity for the Three and N ine Months Ended September 30, 2025 and 2024 (unaudited)	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	46
Item 4.	Controls and Procedures	46

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures	49

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995 and include, without limitation, statements concerning the conditions of our industry and our operations, performance, and financial condition, including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements include all statements that do not relate solely to historical or current facts and generally can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “could,” “estimates,” “expects,” “likely,” “may,” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Accordingly, we caution you against relying on forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions and the following:

•significant competition for our Marketing Services solutions and Software as a Service (“SaaS”) offerings, including from companies that use components of our SaaS offerings provided by third parties;

•our ability to maintain profitability;

•our ability to manage our growth effectively;

•our ability to transition our Marketing Services clients to our Thryv Platform (as defined below), maintain transitioned clients on that platform and sell them additional or upgraded products, sell our platform into new markets or further penetrate existing markets;

•our ability to maintain our strategic relationships with third-party service providers;

•internet search engines and portals potentially terminating or materially altering their agreements with us;

•our ability to keep pace with rapid technological changes and evolving industry standards;

•our small to medium-sized businesses (“SMBs”) clients potentially opting not to renew their agreements with us or renewing at lower spend;

•potential system interruptions or failures, including cybersecurity breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information;

•our potential failure to identify suitable acquisition candidates and consummate such acquisitions;

•our ability to complete acquisitions and the successful integration of such acquisitions, including our acquisition of Infusion Software, Inc. d/b/a Keap (“Keap” and the acquisition of Keap, the “Keap Acquisition”), and any failure of an acquired business to achieve its plans and objectives or realize any expected benefit from any such acquisition;

•the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees;

•our ability to maintain the compatibility of our Thryv Platform with third-party applications;

•our ability to successfully expand our operations and current offerings into new markets, including internationally, or further penetrate existing markets;

•our potential failure to provide new or enhanced functionality and features;

•our potential failure to comply with applicable privacy, security and data laws, regulations and standards;

•potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations;

•our potential failure to meet service level commitments under our client contracts;

•our potential failure to offer high-quality or technical support services;

•our Thryv Platform and add-ons potentially failing to perform properly;

•our use of artificial intelligence in our business, and challenges with properly managing its use, could result in reputational harm, competitive harm, and legal liability;

•the potential impact of future labor negotiations;

•our ability to protect our intellectual property rights, proprietary technology, information, processes, and know-how;

•rising inflation and our ability to control costs, including operating expenses;

•general macro-economic conditions, including a recession or an economic slowdown in the U.S. or internationally;

•adverse tax laws or regulations or potential changes to existing tax laws or regulations;

•costs, liabilities and reputational harm resulting from regulatory investigations, including the subpoena from the Division of Enforcement of the Securities and Exchange Commission (the “SEC”);

•volatility and weakness in bank and capital markets; and

•costs, obligations and liabilities incurred as a result of and in connection with being a public company.

For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, see Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”), as supplemented by the disclosure in Part II, Item 1A. Risk Factors in subsequent quarterly reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements contained in this report, which speak only as of the date of this report. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements publicly after the date they are made, whether as a result of new information, future events, or otherwise.

In this Quarterly Report on Form 10-Q, the terms “our Company,” “we,” “us,” “our,” “Company” and “Thryv” refer to Thryv Holdings, Inc. and its subsidiaries, unless the context indicates otherwise.

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Thryv Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands, except share and per share data)	2025		2024		2025		2024
Revenue	$	201,555	$	179,852	$	593,396	$	637,560
Cost of services	65,090		67,871		191,023		223,350
Gross profit	136,465		111,981		402,373		414,210

Operating expenses:
Sales and marketing	68,409		66,484		203,184		201,984
General and administrative	48,017		50,972		152,644		155,229
Impairment charges	—		83,094		—		83,094
Total operating expenses	116,426		200,550		355,828		440,307

Operating income (loss)	20,039		(88,569)		46,545		(26,097)
Other income (expense):
Interest expense	(5,834)		(8,194)		(17,882)		(31,554)
Interest expense, related party	(2,751)		(3,320)		(8,728)		(5,494)
Net periodic pension cost	(665)		(1,581)		(2,211)		(4,743)
Other income (expense)	682		218		3,631		(7,571)
Income (loss) before income tax (expense) benefit	11,471		(101,446)		21,355		(75,459)
Income tax (expense) benefit	(5,817)		5,375		(11,388)		(6,640)
Net income (loss)	$	5,654	$	(96,071)	$	9,967	$	(82,099)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax	(272)		1,330		(531)		1,132
Comprehensive income (loss)	$	5,382	$	(94,741)	$	9,436	$	(80,967)

Net income (loss) per common share:
Basic	$	0.13	$	(2.65)	$	0.23	$	(2.28)
Diluted	$	0.13	$	(2.65)	$	0.22	$	(2.28)

Weighted-average shares used in computing basic and diluted net income (loss) per common share:
Basic	43,747,896		36,308,992		43,636,031		35,983,826
Diluted	44,459,176		36,308,992		44,544,451		35,983,826

The accompanying notes are an integral part of the consolidated financial statements.

Thryv Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets


(in thousands, except share data)	September 30, 2025		December 31, 2024
Assets	(unaudited)
Current assets
Cash and cash equivalents	$	11,551	$	16,311
Accounts receivable, net of allowance of $13,324 in 2025 and $13,051 in 2024	139,849		161,620
Contract assets, net of allowance of $52 in 2025 and $29 in 2024	2,822		2,127
Taxes receivable	8,338		6,218
Prepaid expenses	17,272		13,923
Deferred costs	11,775		8,402
Other current assets	2,317		2,119
Total current assets	193,924		210,720
Fixed assets and capitalized software, net	47,528		44,478
Goodwill	253,809		253,318
Intangible assets, net	27,774		34,259
Deferred tax assets	136,194		143,495
Other assets	42,570		25,895
Total assets	$	701,799	$	712,165

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	6,069	$	13,011
Accrued liabilities	88,241		95,462
Current portion of unrecognized tax benefits	27,759		26,196
Contract liabilities	33,614		40,315
Current portion of Term Loan	5,250		7,875
Current portion of Term Loan, related party	3,500		5,250
Other current liabilities	4,920		8,151
Total current liabilities	169,353		196,260
Term Loan, net	130,149		146,885
Term Loan, net, related party	88,764		100,436
ABL Facility	40,518		23,891
Pension obligations, net	39,841		38,014
Other liabilities	12,098		9,759
Total long-term liabilities	311,370		318,985
Commitments and contingencies (see Note 13)
Stockholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 71,731,803 shares issued and 43,570,622 shares outstanding at September 30, 2025; and 70,556,740 shares issued and 43,033,960 shares outstanding at December 31, 2024	717		706
Additional paid-in capital	1,296,216		1,272,476
Treasury stock - 28,161,181 shares at September 30, 2025 and 27,522,780 shares at December 31, 2024	(497,934)		(488,903)
Accumulated other comprehensive loss	(15,472)		(14,941)
Accumulated deficit	(562,451)		(572,418)
Total stockholders' equity	221,076		196,920
Total liabilities and stockholders' equity	$	701,799	$	712,165

The accompanying notes are an integral part of the consolidated financial statements.

Thryv Holdings, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

(unaudited)


Three Months Ended September 30, 2025
	Common Stock					Treasury Stock
(in thousands, except share amounts)	Shares	Amount		Additional Paid-in Capital		Shares	Amount		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
Balance as of June 30, 2025	71,703,175	$	717	$	1,290,326	(27,776,783)	$	(492,854)	$	(15,200)	$	(568,105)	$	214,884
Issuance of shares related to stock-based compensation	28,628	—		83		(6,398)	(81)		—		—		2
Stock-based compensation expense	—	—		5,807		—	—		—		—		5,807
Repurchases of common stock	—	—		—		(378,000)	(4,999)		—		—		(4,999)
Foreign currency translation adjustment, net of tax	—	—		—		—	—		(272)		—		(272)
Net income	—	—		—		—	—		—		5,654		5,654
Balance as of September 30, 2025	71,731,803	$	717	$	1,296,216	(28,161,181)	$	(497,934)	$	(15,472)	$	(562,451)	$	221,076

Three Months Ended September 30, 2024
	Common Stock					Treasury Stock
(in thousands, except share amounts)	Shares	Amount		Additional Paid-in Capital		Shares	Amount		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
Balance as of June 30, 2024	63,808,097	$	638	$	1,170,798	(27,513,828)	$	(488,757)	$	(15,389)	$	(484,230)	$	183,060
Issuance of shares related to stock-based compensation	31,935	—		269		(3,787)	(67)		—		—		202
Stock-based compensation expense	—	—		6,011		—	—		—		—		6,011

Foreign currency translation adjustment, net of tax	—	—		—		—	—		1,330		—		1,330
Net loss	—	—		—		—	—		—		(96,071)		(96,071)
Balance as of September 30, 2024	63,840,032	$	638	$	1,177,078	(27,517,615)	$	(488,824)	$	(14,059)	$	(580,301)	$	94,532

The accompanying notes are an integral part of the consolidated financial statements.

Thryv Holdings, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

(unaudited)


Nine Months Ended September 30, 2025
	Common Stock					Treasury Stock
(in thousands, except share amounts)	Shares	Amount		Additional Paid-in Capital		Shares	Amount		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
Balance as of December 31, 2024	70,556,740	$	706	$	1,272,476	(27,522,780)	$	(488,903)	$	(14,941)	$	(572,418)	$	196,920
Issuance of shares related to stock-based compensation	1,175,063	11		4,188		(260,401)	(4,032)		—		—		167
Stock-based compensation expense	—	—		19,552		—	—		—		—		19,552
Repurchases of common stock	—	—		—		(378,000)	(4,999)		—		—		(4,999)
Foreign currency translation adjustment, net of tax	—	—		—		—	—		(531)		—		(531)
Net income	—	—		—		—	—		—		9,967		9,967
Balance as of September 30, 2025	71,731,803	$	717	$	1,296,216	(28,161,181)	$	(497,934)	$	(15,472)	$	(562,451)	$	221,076

Nine Months Ended September 30, 2024
	Common Stock					Treasury Stock
(in thousands, except share amounts)	Shares	Amount		Additional Paid-in Capital		Shares	Amount		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
Balance as of December 31, 2023	62,660,783	$	627	$	1,151,259	(27,358,037)	$	(485,793)	$	(15,191)	$	(498,202)	$	152,700
Issuance of shares related to stock-based compensation	1,179,249	11		8,166		(133,083)	(2,532)		—		—		5,645
Stock-based compensation expense	—	—		17,653		—	—		—		—		17,653
Repurchases of common stock	—	—		—		(26,495)	(499)		—		—		(499)
Foreign currency translation adjustment, net of tax	—	—		—		—	—		1,132		—		1,132
Net loss	—	—		—		—	—		—		(82,099)		(82,099)
Balance as of September 30, 2024	63,840,032	$	638	$	1,177,078	(27,517,615)	$	(488,824)	$	(14,059)	$	(580,301)	$	94,532

The accompanying notes are an integral part of the consolidated financial statements.

Thryv Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows


	Nine Months Ended September 30,
(in thousands)	2025		2024
Cash Flows from Operating Activities	(unaudited)		(unaudited)
Net income (loss)	$	9,967	$	(82,099)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	31,322		41,144
Amortization of deferred commissions	10,431		14,251
Amortization of debt issuance costs	2,454		3,151
Deferred income taxes	7,667		(11,823)
Provision for credit losses and service credits	13,495		16,496
Stock-based compensation expense	19,552		17,653
Net periodic pension cost	2,211		4,743
Impairment charges	—		83,094
(Gain) loss on foreign currency exchange rates	(3,126)		933
Loss on early extinguishment of debt	—		6,638
Other	38		(3,167)
Changes in working capital items, excluding acquisitions:
Accounts receivable	(5,565)		18,161
Contract assets	(695)		(6,160)
Prepaid expenses and other assets	(21,509)		(7,079)
Accounts payable and accrued liabilities	(16,100)		(14,108)
Other liabilities	(8,821)		(18,188)
Net cash provided by operating activities	41,321		63,640

Cash Flows from Investing Activities
Additions to fixed assets and capitalized software	(22,491)		(24,730)

Other	(143)		—

Net cash used in investing activities	(22,634)		(24,730)

Cash Flows from Financing Activities
Proceeds from Term Loan	—		234,256
Proceeds from Term Loan, related party	—		109,444
Payments of Term Loan	(21,000)		(345,151)
Payments of Term Loan, related party	(14,000)		(16,717)
Proceeds from ABL Facility	303,528		247,579
Payments of ABL Facility	(286,901)		(274,524)
Principal payments on finance lease obligation	(724)		—
Debt issuance costs	—		(5,480)
Repurchases of common stock	(4,999)		(499)
Other	166		5,646
Net cash used in financing activities	(23,930)		(45,446)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	591		(120)
Decrease in cash, cash equivalents and restricted cash	(4,652)		(6,656)
Cash, cash equivalents and restricted cash, beginning of period	17,760		20,530
Cash, cash equivalents and restricted cash, end of period	$	13,108	$	13,874

Supplemental Information
Cash paid for interest	$	24,152	$	35,299
Cash paid for income taxes, net	$	4,402	$	14,960

The accompanying notes are an integral part of the consolidated financial statements.

Thryv Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 Description of Business and Summary of Significant Accounting Policies

General

Thryv Holdings, Inc. (“Thryv” or the “Company”) provides small-to-medium sized businesses (“SMB” or “SMBs”) with print and digital marketing services and Software as a Service (“SaaS”) business management tools. The Company owns and operates Print Yellow Pages (“PYP” or “Print”) and digital marketing services (“Digital”), which includes Internet Yellow Pages, search engine marketing, and other digital media services, including online display and social advertising. In addition, through our all-in-one small business management platform (“Thryv Platform”), the Company is a provider of SaaS business management, communication, and marketing tools designed for SMBs.

We are dedicated to supporting local, independent service-based businesses and emerging franchises by providing a cloud-based software platform and innovative marketing solutions to the entrepreneurs who run them. Our company is built upon a rich legacy in the marketing and advertising industry. We are one of the largest providers of SaaS all-in-one small business management software in addition to providing print and digital marketing solutions to SMBs. Our solutions enable our SMB clients to create an online presence, generate new business leads, manage their customer relationships efficiently with artificial intelligence (“AI”) tools and automations, and run their day-to-day operations to save time, compete and win in today's SMB environment.

The Company reports its results based on two reportable segments (see Note 15, Segment Information):

•SaaS, which includes the Company's SaaS flagship all-in-one small business management modular software platform; and

•Marketing Services, which includes the Company's Print and Digital solutions business.

Basis of Presentation

The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the complete financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary for the fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. The consolidated financial statements as of and for the three and nine months ended September 30, 2025 and 2024 have been prepared on the same basis as the audited annual financial statements. The consolidated balance sheet as of December 31, 2024 was derived from the audited annual financial statements. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited financial statements and related footnotes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities.

Examples of reported amounts that rely on significant estimates include revenue recognition, allowance for credit losses, assets acquired and liabilities assumed in business combinations, capitalized costs to obtain a contract, certain amounts

relating to the accounting for income taxes, including the valuation allowance, stock-based compensation expense, operating lease right-of-use assets and operating lease liabilities, and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets.

Summary of Significant Accounting Policies

The Company describes its significant accounting policies in Note 1 to the consolidated financial statements in Part II, Item 8 of its Annual Report on Form 10-K for the year ended December 31, 2024. There have been no changes to the Company's significant accounting policies during the three and nine months ended September 30, 2025.

Cash, Cash Equivalents, and Restricted Cash

Restricted cash is primarily associated with security deposits with credit card merchants. The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024:


(in thousands)	September 30, 2025		September 30, 2024
Cash and cash equivalents	$	11,551	$	12,453
Restricted cash, included in Other current assets	1,557		1,421
Total cash, cash equivalents and restricted cash	$	13,108	$	13,874

Accounts Receivable, Net of Allowance

Accounts receivable represents billed amounts for which invoices have been provided to clients and unbilled amounts for which revenue has been recognized, but amounts have not yet been billed to the client.

The following table represents the components of Accounts receivable, net of allowance:


(in thousands)	September 30, 2025		December 31, 2024
Accounts receivable	$	42,901	$	45,552
Unbilled accounts receivable (1)	110,272		129,119
Total accounts receivable	$	153,173	$	174,671
Less: allowance for credit losses	(13,324)		(13,051)
Accounts receivable, net of allowance	$	139,849	$	161,620

(1) Unbilled accounts receivable relates primarily to the Company’s print services, which are recognized at a point in time upon delivery of the print services to the intended market(s), but are billed to customers monthly after the delivery of the print services. Unbilled accounts receivable are reclassified as billed accounts receivable monthly when the customers are invoiced.

The following table represents the components of unbilled accounts receivable from contracts with customers:


(in thousands)	September 30, 2025		December 31, 2024
Unbilled accounts receivable - current	$	110,272	$	129,119
Unbilled accounts receivable - non-current (1)	36,526		16,847
Total unbilled accounts receivable	$	146,798	$	145,966

(1) Included in Other assets on the Company's consolidated balance sheets.

Leases

The Company enters into lease agreements for certain facilities and equipment. Operating lease assets are included in Other assets on the Company's consolidated balance sheets. Finance lease assets are included in Fixed assets and capitalized software, net, on the Company's consolidated balance sheets. Lease liabilities are included in Other current liabilities and Other liabilities on the Company's consolidated balance sheets.

During the three and nine months ended September 30, 2025, the Company entered into an arrangement related to a data center in Phoenix, Arizona, which was determined to contain a finance lease. The arrangement contains lease components for the data center equipment and cloud technology and non-lease components for hosting and maintenance services. The Company accounts for these lease and non-lease components separately, and payments associated with non-lease components are expensed as incurred. As of September 30, 2025, the associated finance lease right-of-use asset is $5.7 million, and the short-term and long-term portion of the related finance lease obligations are $0.9 million and $4.2 million, respectively.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires additional disclosures, including more detailed information about segment expenses about a public entity’s reportable segments on an annual and interim basis. The new segment disclosures are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management reviewed the extent of new disclosures necessary, and has implemented the disclosure updates within the Company's consolidated financial statements for all periods presented. See Note 15, Segment Information, for additional information.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires additional disclosures primarily related to the rate reconciliation and income taxes paid information. The new income tax disclosures are effective for the current fiscal year and we will implement the new disclosure updates within the Company's consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ending December 31, 2025. Management is in the process of reviewing the extent and impact of these new disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, “Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Management will review the extent and impact of new disclosures necessary in the coming years, prior to implementation in the Company's consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software Subtopic 350-40” (“ASU 2025-06”). The amendments in ASU 2025-06 are intended to simplify the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06, which can be applied using a prospective, retrospective, or modified transition approach, is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. Management is currently evaluating the impact that the adoption of this standard will have on the Company's consolidated financial statements.

Note 2 Acquisitions

Keap Acquisition

On October 31, 2024 (the “Keap Acquisition Date”), Thryv, Inc. acquired all of the outstanding capital stock of Infusion Software, Inc. d/b/a Keap (“Keap”) for $77.0 million in cash (net of $7.6 million of cash acquired), subject to adjustment (the “Keap Acquisition”). The assets acquired as part of this transaction consisted primarily of $3.0 million in current assets, $7.8 million in fixed assets and capitalized software, $33.3 million in intangible assets, consisting primarily of customer relationships and a trade name, along with $11.1 million in deferred tax assets and $34.9 million in goodwill. The Company also assumed liabilities of $17.9 million, consisting primarily of accrued, contract, and deferred liabilities.

The primary purpose of the Keap Acquisition was to further increase Thryv's market share within the SaaS industry. Keap was founded in 2001 and operates a SaaS e-mail marketing and sales platform for small businesses, including products to manage customers, customer relationship management, marketing and e-commerce. To finance the purchase price, the Company closed an underwritten public offering of 5,715,000 shares of common stock, generating net proceeds of $76.8 million (after deducting underwriting discounts and commissions) and borrowed $5.5 million under its ABL Facility. Transaction costs expensed as part of the acquisition-related costs were recognized in the amount of $3.4 million.

The Company accounted for the Keap Acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations ("ASC 805"). This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets and intangible assets, by applying the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approaches, whereas the trade name was valued using a relief of royalty method. The fair values of existing technologies were computed using a relief of royalty approach, similar to the trade name valuation. Specific to non-compete agreements, these agreements were valued using a “with and without” analysis, whereby estimates of the non-compete agreements in place were compared to the value without them, with the difference representing the value of the non-compete agreements themselves.

Factors that led to goodwill being recognized, per ASC 805, included expected synergies from combining operations of Keap and Thryv within the SaaS segment.

The following table summarizes the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Keap Acquisition Date:


(in thousands)
Current assets	$	3,024
Fixed assets and capitalized software	7,801
Intangible assets:
Client relationships	27,300
Trademarks and domain names	5,700
Covenants not to compete	300
Deferred tax assets	11,130
Other assets	4,730
Current liabilities	(15,280)
Other liabilities	(2,600)
Goodwill	34,925
Total consideration transferred	$	77,030

The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of $34.9 million was primarily related to the benefits expected from the Keap Acquisition and was allocated to the SaaS segment. The goodwill recognized is not deductible for income tax purposes.

During the first quarter of 2025, the Company adjusted the purchase price allocation as a result of certain measurement period adjustments to acquired assets. The effect of these measurement period adjustments resulted in a $0.4 million decrease to fixed assets and capitalized software, a $0.1 million increase to the purchase price, and a corresponding $0.5 million increase to goodwill.

The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase price allocation is considered final.

Pro Forma Results (unaudited)

The pro forma combined financial information presented below was derived from historical financial records of Thryv and Keap and presents the operating results of the combined Company as if the Keap Acquisition had occurred on January 1, 2023. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization expense, and depreciation expense and related tax effects.

The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Keap Acquisition been completed as of January 1, 2023, nor is it meant to be indicative of future results of operations that the combined entity will achieve.


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands) (unaudited)	2024		2024
Revenue	$	201,477	$	701,402
Net loss	(94,501)		(80,031)

Note 3 Revenue Recognition

The Company has determined that each of its SaaS business management tools services and Print and Digital marketing services is distinct and represents a separate performance obligation. The client can benefit from each service on its own or together with other resources that are readily available to the client. Services are separately identifiable from other promises in the contract. Control over the Company’s Print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market(s). Therefore, revenue associated with Print services is recognized at a point in time upon delivery to the intended market(s). The Company bills clients for Print advertising services monthly over the relative contract term. The difference between the timing of recognition of Print advertising revenue and monthly billing generates the Company’s unbilled receivables balance. The unbilled receivables balance is reclassified as billed accounts receivable through the passage of time as the clients are invoiced each month. SaaS and Digital marketing services are recognized using the series guidance. Under the series guidance, the Company's obligation to provide services is the same for each day under the contract, and therefore represents a single performance obligation. Revenue associated with SaaS and Digital marketing services is recognized over time using an output method to measure the progress toward satisfying a performance obligation.

Disaggregation of Revenue

The Company presents disaggregated revenue based on the type of service within its segment footnote. See Note 15, Segment Information.

Contract Assets and Liabilities

The timing of revenue recognition may differ from the timing of billing to the Company’s clients. These timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) as disclosed on the Company's consolidated balance sheets. Contract assets represent the Company's right to consideration when revenue recognized exceeds the receivable from the client because the consideration allocated to fulfilled performance obligations exceeds the Company’s right to payment, and the right to payment is subject to more than the passage of time. Contract liabilities represent remaining performance obligations that consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations. The Company recognizes revenue on all of its remaining performance obligations within the next twelve months. For the three and nine months ended September 30, 2025, the Company recognized revenue of $1.7 million and $39.7 million, respectively, that was recorded in Contract liabilities as of December 31, 2024. For the

three and nine months ended September 30, 2024, the Company recognized revenue of $1.0 million and $37.8 million, respectively, that was recorded in Contract liabilities as of December 31, 2023.

Note 4 Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 — Unobservable inputs that reflect the Company's own assumptions incorporated into valuation techniques.

These valuations require significant judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain of the Company’s non-financial assets are measured at fair value on a non-recurring basis. These assets primarily include goodwill, intangible assets, fixed assets, capitalized software, and operating lease right-of-use assets. These assets are subject to fair value adjustments in certain circumstances, such as when the net book value of an asset exceeds its fair value, resulting in an impairment charge.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Benefit Plan Assets

The fair value of benefit plan assets is measured and recorded on the Company's consolidated balance sheets using Level 2 inputs. See Note 9, Pensions.

Fair Value of Financial Instruments

The Company considers the carrying amounts of cash, trade receivables, and accounts payable to approximate fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment.

Additionally, the Company considers the carrying amounts of its ABL Facility (as defined in Note 8, Debt Obligations) and financing obligations to approximate their respective fair values due to their short-term nature and approximation of interest rates to market rates. These fair value measurements are considered Level 2. See Note 8, Debt Obligations.

The Term Loan (as defined in Note 8, Debt Obligations) is carried at amortized cost; however, the Company estimates the fair value of the Term Loan for disclosure purposes. The fair value of the Term Loan is determined based on quoted prices that are observable in the marketplace and is classified as a Level 2 measurement. See Note 8, Debt Obligations.

The following table sets forth the carrying amount and fair value of the Term Loan:


	September 30, 2025				December 31, 2024
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan, net	$	227,663	$	228,660	$	260,446	$	264,353

Note 5 Goodwill and Intangible Assets

Goodwill

The following table sets forth the changes in the carrying amount of the Company's goodwill for the nine months ended September 30, 2025.


(in thousands)	SaaS		Marketing Services		Total




Balance as of December 31, 2024	$	253,318	$	—	$	253,318


Measurement period adjustments to Keap Acquisition (1)	491		—		491
Balance as of September 30, 2025	$	253,809	$	—	$	253,809

(1) Goodwill increased during the nine months ended September 30, 2025 in connection with a measurement period adjustment for the Keap Acquisition. See Note 2, Acquisitions.

Intangible Assets

The following tables set forth the details of the Company's intangible assets as of September 30, 2025 and December 31, 2024:


	As of September 30, 2025
(in thousands)	Gross		Accumulated Amortization		Net		Weighted Average Remaining Amortization Period in Years
Client relationships	$	824,150	$	(801,452)	$	22,698	7.0
Trademarks and domain names	229,342		(224,266)		5,076		6.8
Covenants not to compete	5,222		(5,222)		—		0.0
Total intangible assets	$	1,058,714	$	(1,030,940)	$	27,774	6.9


	As of December 31, 2024
(in thousands)	Gross		Accumulated Amortization		Net		Weighted Average Remaining Amortization Period in Years
Client relationships	$	818,781	$	(790,891)	$	27,890	7.4
Trademarks and domain names	228,021		(221,936)		6,085		7.4
Covenants not to compete	5,221		(4,937)		284		0.5
Total intangible assets	$	1,052,023	$	(1,017,764)	$	34,259	7.4

Amortization expense for intangible assets for the three and nine months ended September 30, 2025 was $2.0 million and $6.5 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2024 was $3.3 million and $13.7 million, respectively.

Estimated aggregate future amortization expense for the Company's intangible assets is as follows:


(in thousands)	Estimated Future Amortization Expense
2025 (remaining)	$	1,803
2026	5,937
2027	4,587
2028	4,224
2029	3,762
Thereafter	7,461
Total	$	27,774

Note 6 Allowance for Credit Losses

The following table sets forth the Company's allowance for credit losses as of September 30, 2025 and 2024:


(in thousands)	2025		2024
Balance as of January 1	$	13,080	$	14,961

Additions (1)	10,988		12,256
Deductions (2)	(10,692)		(8,294)
Balance as of September 30 (3)	$	13,376	$	18,923

(1) For the nine months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses of $11.0 million and $12.3 million, respectively, which is included in General and administrative expense in the Company's consolidated statements of operations and comprehensive income (loss). For the three months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses of $3.3 million and $3.3 million, respectively, which is included in General and administrative expense in the Company's consolidated statements of operations and comprehensive income (loss).

(2) For the nine months ended September 30, 2025 and 2024, the deductions represent amounts written off as uncollectible, net of recoveries.

(3) As of September 30, 2025, $13.3 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. As of September 30, 2024, $18.9 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets.

The Company’s exposure to expected credit losses depends on the financial condition of its clients and other macroeconomic factors. The Company maintains an allowance for credit losses based upon its estimate of potential credit losses. This allowance is based upon historical and current client collection trends, any identified client-specific collection issues, and current as well as expected future economic conditions and market trends.

Note 7 Accrued Liabilities

The following table sets forth additional financial information related to the Company's accrued liabilities as of September 30, 2025 and December 31, 2024:


(in thousands)	September 30, 2025		December 31, 2024
Accrued salaries and related expenses	$	46,749	$	52,144
Accrued customer payments and service credits	11,774		12,167
Accrued traffic acquisition costs	8,554		8,703
Accrued taxes	2,856		4,805
Other accrued expenses	18,308		17,643
Accrued liabilities	$	88,241	$	95,462

Note 8 Debt Obligations

The following table sets forth the Company's outstanding debt obligations as of September 30, 2025 and December 31, 2024:


(in thousands)	Maturity	Interest Rate		September 30, 2025		December 31, 2024
Term Loan	May 1, 2029	SOFR +	6.75%	$	236,250	$	271,250

ABL Facility	May 1, 2028	SOFR +	2.50% - 2.75%	40,518		23,891

Unamortized original issue discount and debt issuance costs				(8,587)		(10,804)
Total debt obligations				$	268,181	$	284,337
Current portion of Term Loan				(8,750)		(13,125)
Total long-term debt obligations				$	259,431	$	271,212

Term Loan

On May 1, 2024, the Company entered into a new Term Loan Credit Agreement (the “Term Loan”), the proceeds of which were used to refinance and pay off in full the Company’s previous term loan facility (the “Prior Term Loan”) and to pay fees and expenses related to the refinancing.

The Term Loan established a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount equal to $350.0 million, of which 40.0% was held by a related party who was an equity holder of the Company as of May 1, 2024. The Company defines a related party as any shareholder owning more than 5% of the Company's voting securities. As of September 30, 2025, 40.0% of the Term Loan was held by a related party who was an equity holder of the Company as of that date.

The Term Loan Facility matures on May 1, 2029 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, the secured overnight financing rate (“SOFR”) or base rate, in each case, plus an applicable margin per annum equal to (i) 6.75% (for SOFR loans) and (ii) 5.75% (for base rate loans). The Term Loan Facility requires mandatory amortization payments, paid quarterly commencing June 30, 2024, equal to (i) $52.5 million per year for the first two years following the closing date of the Term Loan, and (ii) $35.0 million per year thereafter. As a result of $35.0 million of prepayments made through September 30, 2025, the Company's mandatory amortization payments for the next 12 months total $8.8 million.

The Term Loan, which was incurred by Thryv, Inc., the Company’s operating subsidiary, is secured by all the assets of Thryv, Inc., certain of its subsidiaries and the Company, and is guaranteed by the Company and certain of its subsidiaries.

The net proceeds from the Term Loan of $337.5 million (net of original issue discount costs of $6.3 million and third-party fees of $6.2 million) were used to repay the remaining $300.0 million outstanding principal balance of the Prior Term Loan, accrued interest of $3.8 million, and third-party fees of $0.6 million. The Company accounted for this transaction as a

modification for lenders that were party to both the Prior Term Loan and Term Loan. The debt of the new lenders that were party to the Term Loan are new issuances, while the other lenders that were party to only the Prior Term Loan were accounted for as an extinguishment.

Accordingly, total third-party fees paid were $6.2 million, of which $2.0 million was immediately charged to General and administrative expense on the Company's consolidated statement of operations and comprehensive income. The remaining third-party fees of $4.2 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the Term Loan, using the effective interest method. Additionally, there were unamortized debt issuance costs which include third-party fees and original issue discount costs of $7.8 million on the Prior Term Loan, of which $5.4 million was written off and recorded as a loss on early extinguishment of debt on the Company's consolidated statement of operations and comprehensive income. The remaining unamortized debt issuance costs of $2.4 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the Term Loan, using the effective interest method.

The Company has recorded accrued interest of $0.3 million and $0.3 million as of September 30, 2025 and December 31, 2024, respectively, which is included in Other current liabilities on the Company's consolidated balance sheets.

Term Loan Covenants

The Term Loan Facility contains certain covenants that, subject to exceptions, limit or restrict the Company’s ability to, among others, incur additional indebtedness, guarantees and liens; make investments, loans and advances; dispose of assets and make sale-leaseback transactions; enter into swap agreements; make payments of dividends and other distributions; make payments in respect of certain indebtedness; enter into certain affiliate transactions and restrictive amendments to certain agreements; change its lines of business; amend certain material documents; consummate certain mergers, consolidations and liquidations; and use the proceeds of the term loans.

Additionally, the Company is required to maintain compliance with (a) a maximum “Total Net Leverage Ratio”, calculated as the ratio of “Consolidated Total Net Indebtedness” to “Consolidated EBITDA” (in each case, as defined in the Term Loan, which shall not be greater than 3.0 to 1.0 as of the last day of each fiscal quarter and (b) a minimum “SaaS Revenue” (as defined in the Term Loan), which shall not be less than the quarterly thresholds set forth in the Term Loan Agreement as of the last day of each fiscal quarter. As of September 30, 2025, the Company was in compliance with its Term Loan covenants. The Company also expects to be in compliance with these covenants for the next twelve months.

ABL Facility

On May 1, 2024, the Company entered into a new Credit Agreement (the “ABL Credit Agreement”), which established a new $85.0 million asset-based revolving loan facility (the “ABL Facility”). The ABL Facility refinanced the Company’s previous asset-based revolving loan facility (the “Prior ABL Facility”). Proceeds of the ABL Facility may be used by the Company for ongoing general corporate purposes and working capital.

The ABL Facility matures on May 1, 2028 and borrowings under the ABL Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum, depending on the average excess availability under the ABL Facility, equal to (i) 2.50% to 2.75% (for SOFR loans) and (ii) 1.50% to 1.75% (for base rate loans). The fee for undrawn commitments under the ABL Facility is equal to 0.375% per annum.

The Company accounted for this transaction as an extinguishment of the Prior ABL Facility. Total third-party fees and lender fees of $1.3 million associated with the ABL Facility, were deferred as debt issuance costs and will be amortized as interest expense, over the term of the ABL Facility. Additionally, the unamortized debt issuance costs associated with the Prior ABL Facility of $1.2 million, were written off and recorded as a loss on early extinguishment of debt on the Company's consolidated statement of operations and comprehensive income.

As of September 30, 2025 and December 31, 2024, the Company had debt issuance costs with a remaining balance of $0.8 million and $1.1 million, respectively. These debt issuance costs are included in Other assets on the Company's consolidated balance sheets.

As of September 30, 2025, the Company had borrowing base availability of $22.0 million. As a result of certain restrictions in the Company's debt agreements, as of September 30, 2025, approximately $14.1 million was available to be drawn upon under the ABL Facility.

ABL Facility Covenants

The ABL Credit Agreement contains certain covenants that, subject to exceptions, limit or restrict the Company’s ability to, among others, incur additional indebtedness, guarantees and liens; make investments, loans and advances; dispose of assets and make sale-leaseback transactions; enter into swap agreements; make payments of dividends and other distributions; make payments in respect of certain indebtedness; enter into certain affiliate transactions and restrictive amendments to certain agreements; change its lines of business; amend certain material documents; consummate certain mergers, consolidations and liquidations; and use the proceeds of the revolving loans.

Additionally, the Company is required to maintain compliance with (a) a minimum “Fixed Charge Coverage Ratio”, calculated as the ratio of “Consolidated EBITDA” minus unfinanced capital expenditures to “Fixed Charges” (in each case, as defined in the ABL Credit Agreement), which shall not be less than 1.0 to 1.0 as of the last day of each fiscal quarter and (b) a minimum “Excess Availability” (as defined in the ABL Credit Agreement) of at least $8.5 million at all times. As of September 30, 2025, the Company was in compliance with its ABL Credit Agreement covenants. The Company also expects to be in compliance with these covenants for the next twelve months.

Note 9 Pensions

The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.

The Company immediately recognizes actuarial gains and losses in its operating results in the period in which the gains and losses occur. The Company estimates the interest cost component of net periodic pension cost by utilizing a full yield curve approach and applying the specific spot rates along the yield curve used in the determination of the benefit obligations of the relevant projected cash flows. This method provides a more precise measurement of interest costs by improving the correlation between projected cash flows to the corresponding spot yield curve rates.

Net Periodic Pension Cost

The following table details the components of net periodic pension cost for the Company's pension plans:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Interest cost	$	4,732	$	4,824	$	14,196	$	14,472
Expected return on assets	(3,965)		(3,243)		(11,894)		(9,729)
Settlement gain	(1)		—		—		—
Remeasurement gain	(101)		—		(91)		—
Net periodic pension cost	$	665	$	1,581	$	2,211	$	4,743

Since all pension plans are frozen and no employees accrue future pension benefits under any of the pension plans, the rate of compensation increase assumption is no longer needed. The Company determines the weighted-average discount rate by applying a yield curve comprised of the yields on several hundred high-quality, fixed income corporate bonds available on the measurement date to expected future benefit cash flows.

During the three and nine months ended September 30, 2025, the Company made no contributions to the qualified plans and contributions and associated payments of $0.1 million and $0.4 million, respectively, to the non-qualified plans. During the three and nine months ended September 30, 2024, the Company made no cash contributions to the qualified plans, and contributions and associated payments of $0.1 million and $0.4 million, respectively, to the non-qualified plans.

For fiscal year 2025, the Company expects to contribute approximately $3.0 million to $5.0 million to the qualified plans and approximately $0.5 million to the non-qualified plans.

Note 10 Stock-Based Compensation and Stockholders' Equity

Stock-Based Compensation Expense

The following table sets forth the amounts recognized in the Company's consolidated statements of operations and comprehensive income (loss) during the periods presented related to stock-based compensation expense:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Cost of services	$	147	$	160	$	466	$	507
Sales and marketing	1,653		1,915		5,633		5,255
General and administrative	4,007		3,936		13,453		11,891
Stock-based compensation expense	$	5,807	$	6,011	$	19,552	$	17,653

The following table sets forth stock-based compensation expense by award type during the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
RSUs	$	2,995	$	3,101	$	8,899	$	9,685
PSUs	2,574		2,559		9,617		6,664
Stock options	—		145		150		435
ESPP	238		206		886		869
Stock-based compensation expense	$	5,807	$	6,011	$	19,552	$	17,653

Restricted Stock Units

The following table sets forth the Company's restricted stock unit (“RSU”) activity during the nine months ended September 30, 2025:


	Number of Restricted Stock Units	Weighted-Average Grant-Date Fair Value

Nonvested balance as of December 31, 2024	1,187,426	$	19.42
Granted	1,043,059	14.69
Vested	(580,922)	20.17
Forfeited	(152,922)	16.94
Nonvested balance as of September 30, 2025	1,496,641	$	16.15

The Company grants RSUs to employees and non-employee directors under the Company’s 2020 Incentive Award Plan (the “2020 Plan”). Pursuant to the RSU award agreements, each RSU entitles the recipient to one share of the Company’s common stock, subject to time-based vesting conditions set forth in individual agreements.

The fair value of each RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The RSUs vest and are expensed on a straight-line basis over the requisite service period, which ranges between one year and three years from the date of grant, subject to the continued employment of the employees and services of the non-employee board members.

As of September 30, 2025, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was approximately $16.4 million and is expected to be recognized over a weighted-average period of 1.76 years.

During the nine months ended September 30, 2025, the Company issued an aggregate of 543,352 shares of common stock to employees and non-employee directors upon the vesting of RSUs previously granted under the 2020 Plan.

Performance-Based Restricted Stock Units

The following table sets forth the Company's performance-based restricted stock unit (“PSU”) activity during the nine months ended September 30, 2025:


	Number of Performance-Based Restricted Stock Units	Weighted-Average Grant-Date Fair Value

Nonvested balance as of December 31, 2024	1,350,358	$	22.01
Granted	656,405	14.92
Vested	(407,117)	25.88
Forfeited	(58,277)	14.41
Nonvested balance as of September 30, 2025	1,541,369	$	17.92

The Company also grants PSUs to employees under the Company’s 2020 Plan. Pursuant to the PSU Award Agreement, each PSU entitles the recipient to up to 1.5 shares of the Company’s common stock, subject to certain performance measures or market conditions set forth in individual agreements.

The PSUs will vest, if at all, following the achievement of certain performance measures or market conditions over a three-year performance period relative to certain performance and market conditions. The grant date fair value of PSUs that vest relative to a performance condition is measured based upon the market closing price of the Company’s common stock on the date of grant and expensed on a straight-line basis when it becomes probable that the performance conditions will be satisfied, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years. Grant date fair value of PSUs that vest relative to a market condition is measured using a Monte Carlo simulation model and expensed on a straight-line basis, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years. As of September 30, 2025, the nonvested balance of PSUs that vest based on performance and market conditions was 616,555 and 462,407 shares, respectively.

As of September 30, 2025, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was approximately $13.0 million and is expected to be recognized over a weighted-average period of 1.42 years.

During the nine months ended September 30, 2025, the Company issued an aggregate of 165,455 shares of common stock to employees and non-employee directors upon the vesting of PSUs previously granted under the 2020 Plan.

Stock Options

As of September 30, 2025, there was no unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options, as all granted stock options were fully vested on October 15, 2024.

During the nine months ended September 30, 2025, the Company issued an aggregate of 294,695 shares of common stock to employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan and 2020 Plan at exercise prices ranging from $3.68 to $13.82 per share.

During the nine months ended September 30, 2024, the Company issued an aggregate of 588,611 shares of common stock to employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan and 2020 Plan at exercise prices ranging from $3.68 to $13.82 per share.

Employee Stock Purchase Plan

During the nine months ended September 30, 2025, the Company issued 171,561 shares through the Employee Stock Purchase Plan (“ESPP”). During the nine months ended September 30, 2024, the Company issued 149,983 shares through the ESPP.

Share Repurchase Program

On April 30, 2024, the Board authorized a share repurchase program (the “Share Repurchase Program”), under which the Company may repurchase up to $40.0 million in shares of common stock through April 30, 2029. The repurchase program is subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s Term Loan and ABL Credit Agreement. The Share Repurchase Program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time.

During the three and nine months ended September 30, 2025, the Company repurchased 378,000 shares of its outstanding common stock. The total purchase price of these transactions was approximately $5.0 million. The acquired shares were recorded as Treasury stock upon repurchase.

As of September 30, 2025, the Company had repurchased approximately $5.5 million, or 404,495 shares, of the Company's outstanding common stock under the Share Repurchase Program and $34.5 million remains available for share repurchases.

Note 11 Earnings per Share

The following table sets forth the calculation of the Company's basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2025		2024		2025		2024
Basic net income (loss) per share:
Net income (loss)	$	5,654	$	(96,071)	$	9,967	$	(82,099)
Weighted-average basic shares outstanding	43,747,896		36,308,992		43,636,031		35,983,826
Basic net income (loss) per share	$	0.13	$	(2.65)	$	0.23	$	(2.28)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2025		2024		2025		2024
Diluted net income (loss) per share:
Net income (loss)	$	5,654	$	(96,071)	$	9,967	$	(82,099)
Weighted-average basic shares outstanding	43,747,896		36,308,992		43,636,031		35,983,826
Plus: Common stock equivalents associated with stock-based compensation	711,280		—		908,420		—
Weighted-average diluted shares outstanding	44,459,176		36,308,992		44,544,451		35,983,826
Diluted net income (loss) per share	$	0.13	$	(2.65)	$	0.22	$	(2.28)

The computation of weighted-average diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Outstanding RSUs	443,819	36,334	2,492,202	228,681
Outstanding PSUs	218,842	—	485,833	221,326
Outstanding stock options	1,930,972	—	5,808,472	—
Outstanding ESPP shares	81,933	61,442	258,530	228,707

Note 12 Income Taxes

The Company’s effective tax rate (“ETR”) was 50.7% and 53.3% for the three and nine months ended September 30, 2025, respectively, and 5.3% and (8.8%) for the three and nine months ended September 30, 2024, respectively. The Company's ETR differs from the U.S. Federal statutory rate of 21% primarily due to permanent differences, including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, minimum taxes, change in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions.

As of September 30, 2025 and December 31, 2024, the amount of unrecognized tax benefits was $18.8 million and $18.1 million, respectively, excluding interest and penalties, that if recognized, would impact the effective tax rate. As of September 30, 2025 and December 31, 2024, the Company had $13.0 million and $11.3 million, respectively, recorded for interest on the Company's consolidated balance sheets. The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. The Company expects to complete resolution of certain tax years with various tax authorities within the next 12 months. The Company believes it is reasonably possible that its existing gross unrecognized tax benefits may be reduced by up to $15.6 million within the next 12 months, affecting the Company’s ETR if realized. See Note 13, Contingent Liabilities.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes significant changes to federal tax law which may impact the Company. The Company continues to assess the provisions of the OBBBA and does not expect a material impact to the financial statements.

Note 13 Contingent Liabilities

Litigation

The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.

The Company establishes reserves for the estimated losses on specific contingent liabilities for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, losses are considered probable, but the Company is not able to make a reasonable estimate of the liability because of the uncertainties related to the outcome or the amount or range of potential loss. For these matters, disclosure is made when material, but no amount is reserved. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material adverse effect on the Company's consolidated statements of operations and comprehensive income (loss), balance sheets or cash flows.

Regulatory Matter

In October 2024, the Company received a subpoena from the Division of Enforcement of the SEC requesting documents and information related to the Company’s previously publicly announced strategic conversion of its clients from its Digital marketing services solutions platform to its SaaS solutions platform. The Company is cooperating fully. The SEC noted that the investigation is a fact-finding inquiry and does not mean that it has concluded that anyone has violated the law.

Section 199 and Research and Development Tax Case

Section 199 of the Internal Revenue Code of 1986, as amended (the “Tax Code”), provided for deductions for manufacturing performed in the U.S. The Internal Revenue Service (“IRS”) took the position that directory providers were not entitled to claim the deductions because printing vendors had already claimed the deductions. The Tax Code also grants tax credits related to research and development expenditures. The IRS also took the position that the expenditures had not been sufficiently documented to be eligible for the tax credit. The Company disagreed with the IRS's positions.

The IRS challenged the Company's tax return position on both the Section 199 deduction and the tax credits. With respect to the tax years 2012 through June 2015 for the YP LLC partnership, the IRS sent 90-day notices to DexYP on August 29, 2018. In response, the Company filed three petitions (in the names of various related partners) in U.S. Tax Court challenging the IRS, and the IRS filed answers to those petitions. The three cases were consolidated by the court and were referred back to IRS Administrative Appeals for settlement negotiations, during which time the litigation was suspended.

Several appeals conferences were held. The Company settled their claim for a Section 199 deduction on favorable terms. The Company and the IRS also reached an agreement regarding additional research and development tax credits for the tax years at issue whereby the IRS allowed more tax credits than were originally claimed on the tax returns. With respect to the tax year from July to December 2015 for the Print Media LLC partnership, the Company also filed a petition in the U.S. Tax Court to challenge the IRS denial of its Section 199 deductions.

As of September 30, 2025 and December 31, 2024, the Company has reserved $29.9 million and $28.3 million, respectively, in connection with the Section 199 disallowance and less than $0.1 million related to the research and development tax credit disallowance.

On May 22, 2023, the Company received a draft Appeals Settlement document (“Draft Settlement”) from the IRS relating to the IRC Section 199 tax case. Once finalized, the Draft Settlement will result in a decrease in the unrecognized tax benefit recorded for this tax position. During the year ended December 31, 2024, the Company recorded a measurement adjustment to the uncertain tax position liability to account for the new information received from the Draft Settlement. The settlement was finalized, and with respect to the YP LLC partnership, the court entered its final decision on October 22, 2024, reflecting the parties' settlement. With respect to the litigation regarding the Print Media, LLC partnership, the Company successfully applied the terms of the IRS settlement for the YP LLC partnership to the dispute regarding the Print Media LLC partnership. On March 10, 2025, the parties filed a Proposed Stipulated Decision with the court reflecting their agreement. The parties are awaiting the court to enter its final decision in that case.

Note 14 Changes in Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders' equity, for the nine months ended September 30, 2025 and 2024:


	Accumulated Other Comprehensive Loss
(in thousands)	2025		2024
Balance as of January 1	$	(14,941)	$	(15,191)
Foreign currency translation adjustment, net of tax expense of $0.0 million and $0.4 million, respectively	(531)		1,132
Balance as of September 30	$	(15,472)	$	(14,059)

Note 15 Segment Information

The Company's chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM monitors actual versus forecast results for segment adjusted EBITDA on a monthly basis to assess the performance of each segment and make decisions about allocating resources to each segment.

The Company manages its operations using two operating segments, which are also its reportable segments: (1) SaaS and (2) Marketing Services.

The Company does not allocate assets to its segments and the CODM does not evaluate performance or allocate resources based on segment asset data, and therefore, such information is not presented.

The following tables summarize the operating results of the Company's reportable segments. Segment cost of services, Segment sales and marketing, and Segment general and administrative expenses presented below exclude the allocation of depreciation and amortization expense, stock-based compensation expense, restructuring and integration expenses, net periodic pension cost, transaction costs and other expenses.


	Three Months Ended September 30, 2025
(in thousands)	SaaS		Marketing Services		Total
Segment revenue	$	115,903	$	85,652	$	201,555
Less:
Segment cost of services	31,291		29,964		61,255
Segment sales and marketing	43,882		19,114		62,996
Segment general and administrative	21,139		15,332		36,471
Segment Adjusted EBITDA	$	19,591	$	21,242	$	40,833


	Three Months Ended September 30, 2024
(in thousands)	SaaS		Marketing Services		Total
Segment revenue	$	87,055	$	92,797	$	179,852
Less:
Segment cost of services	24,168		38,846		63,014
Segment sales and marketing	36,676		23,240		59,916
Segment general and administrative	15,897		21,402		37,299
Segment Adjusted EBITDA	$	10,314	$	9,309	$	19,623


	Nine Months Ended September 30, 2025
(in thousands)	SaaS		Marketing Services		Total
Segment revenue	$	342,037	$	251,359	$	593,396
Less:
Segment cost of services	90,851		87,921		178,772
Segment sales and marketing	129,263		56,306		185,569
Segment general and administrative	68,124		47,965		116,089
Segment Adjusted EBITDA	$	53,799	$	59,167	$	112,966


	Nine Months Ended September 30, 2024
(in thousands)	SaaS		Marketing Services		Total
Segment revenue	$	239,171	$	398,389	$	637,560
Less:
Segment cost of services	71,184		135,321		206,505
Segment sales and marketing	103,728		78,407		182,135
Segment general and administrative	40,345		75,524		115,869
Segment Adjusted EBITDA	$	23,914	$	109,137	$	133,051

A reconciliation of the Company’s Income (loss) before income tax (expense) benefit to total Segment Adjusted EBITDA is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Income (loss) before income tax (expense) benefit	$	11,471	$	(101,446)	$	21,355	$	(75,459)
Interest expense	8,585		11,514		26,610		37,048
Depreciation and amortization expense	9,615		12,519		31,322		41,144
Stock-based compensation expense	5,807		6,011		19,552		17,653
Restructuring and integration expenses	5,371		4,861		15,546		17,679
Transaction costs	—		1,706		—		1,706
Net periodic pension cost	665		1,581		2,211		4,743
Loss on early extinguishment of debt	—		—		—		6,638
Impairment charges	—		83,094		—		83,094
Other	(681)		(217)		(3,630)		(1,195)
Total Segment Adjusted EBITDA	$	40,833	$	19,623	$	112,966	$	133,051

The following table sets forth the Company's disaggregation of Revenue based on type of service for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
SaaS	$	115,903	$	87,055	$	342,037	$	239,171
Marketing Services
Print	62,617		44,174		167,331		211,441
Digital	23,035		48,623		84,028		186,948
Total Marketing Services	85,652		92,797		251,359		398,389
Revenue	$	201,555	$	179,852	$	593,396	$	637,560

Revenue by geography is based on the location of the client. The following table sets forth the Company's disaggregation of Revenue based on geographic region for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
United States	$	178,732	$	156,016	$	496,979	$	530,585
International (1)	22,823		23,836		96,417		106,975
Revenue	$	201,555	$	179,852	$	593,396	$	637,560

(1) Revenue from customers located in Australia was approximately 8.9% and 11.2% of total revenue for the three months ended September 30, 2025 and 2024, respectively, and 13.5% and 14.6% for the nine months ended September 30, 2025 and 2024, respectively. No other individual country from the International region contributed more than 10% of total revenue for the three and nine months ended September 30, 2025 and 2024.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented and should be read in conjunction with our unaudited interim consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report. This discussion and analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business, and our liquidity and capital resources as well as other non-historical statements. These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” in our 2024 Form 10-K, elsewhere in this Quarterly Report on Form 10-Q, particularly Part II, Item 1A. "Risk Factors," and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.

Overview

We are dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them. We are one of the largest providers of SaaS end-to-end customer experience tools and digital marketing solutions to small-to-medium sized businesses (“SMBs”). Our solutions enable our SMB clients to create an online presence, generate new business leads, manage their customer relationships and run their day-to-day business operations.

Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. In 2025, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and virtual interactions.

We serve approximately 250,000 SMB clients globally through two business segments: SaaS and Marketing Services.

SaaS. Our SaaS segment generated $115.9 million and $87.1 million of consolidated revenue for the three months ended September 30, 2025 and 2024, respectively, and $342.0 million and $239.2 million of consolidated revenue for the nine months ended September 30, 2025 and 2024, respectively. Our primary SaaS offerings are comprised of Thryv®, our flagship all-in-one small business management platform, which includes Thryv Marketing Center, Thryv Business Center, Thryv Workforce Center, Thryv Reporting Center, Keap®, ThryvPay®, KeapPay and Thryv Add-Ons (collectively referred to as our “Thryv Platform”).

•Thryv Marketing Center is a fully integrated next generation marketing platform operated by the end user. Marketing Center contains everything a small business owner needs to create an online presence and market and grow their business effectively, including easy to understand, artificial intelligence (“AI”) driven analytics and lead attribution, helping them understand what marketing is working for them.

•Thryv Business Center is designed to allow an SMB everything necessary to streamline day-to-day business operations, including customer relationship management, appointment scheduling, estimate and invoice creation, and online review management.

•Thryv Workforce Center is our Human Resources and payroll solution for SMBs, helping businesses onboard, manage, and pay employees with ease.

•Thryv Reporting Center provides reporting capabilities specifically designed for SMBs, delivering key metrics in a visual format and allowing SMB owners to gain real-time insights to help manage and grow their business.

•Keap® is Thryv's sales and marketing automation engine that helps SMBs to efficiently grow by automating repetitive tasks, campaigns, and processes, including customer relationship management, using automation tools and AI.

•ThryvPay® and KeapPay are our own branded payment solutions that allow users to get paid via credit card and ACH and are tailored to service-focused businesses that want to provide consumers safe, contactless, and fast online payment options.

•Thryv Add-Ons include AI-assisted website development, search engine optimization tools, Google Business Profile optimization, Hub by ThryvSM, Thryv Leads®, growth packages, and social media services. These optional platform subscription-based add-ons provide a seamless user experience for our end-users and drive higher engagement within the Thryv Platform while also producing incremental revenue growth.

Marketing Services. Our Marketing Services segment provides both print and digital solutions and generated $85.7 million and $92.8 million of consolidated revenues for the three months ended September 30, 2025 and 2024, respectively, and $251.4 million and $398.4 million of consolidated revenue for the nine months ended September 30, 2025 and 2024, respectively. Our Marketing Services offerings include our owned and operated Print Yellow Pages (“Print”), which carry the “The Real Yellow Pages” tagline, our proprietary Internet Yellow Pages, known by the Yellowpages.com,

Superpages.com, and Dexknows.com URLs, search engine marketing solutions and other digital media solutions, which include online display and social advertising, and online presence (collectively referred to as “Digital”). During the third quarter of 2024, we made a strategic decision to terminate our Marketing Services solutions by the end of 2028.

Factors Affecting Our Performance

Our operations can be impacted by, among other factors, general economic conditions and increased competition with the introduction of new technologies and market entrants. We believe that our performance and future success depend on several factors that present significant opportunities for us, but also pose risks and challenges, including those listed below and those discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements.”

Ability to Attract and Retain Clients

Our revenue growth is driven by our ability to attract, convert, retain and expand the spend of SMB clients. To do so, we must deliver solutions that address the challenges currently faced by SMBs at a value-based price point that SMBs can afford.

Our strategy is to expand the use of our SaaS solutions by introducing our SaaS solutions to new SMB clients, as well as converting our current Marketing Services clients to our Thryv Platform and offering our SaaS client base additional SaaS solutions. This strategy includes capitalizing on the increased needs of SMBs for solutions that facilitate a remote working environment and virtual interactions. This strategy will require substantial sales and marketing capital as well as capital to support conversions. This strategy poses a risk if our Marketing Services clients do not fully embrace the transition to SaaS offerings by purchasing additional SaaS offerings or if they have higher churn rates.

Transition of Digital Marketing Services Clients to the Thryv Platform

During the fourth quarter of 2023, we made a strategic decision to accelerate the transition of clients with Digital marketing services solutions to our Thryv Platform by converting certain Marketing Services products to the Thryv Platform through upgrades initiated for clients by Thryv outside of the sales process at no additional base cost to these clients at the time of upgrade.

During the twelve months ended September 30, 2025, we converted approximately 16,000 clients with Digital marketing services products to our Thryv Platform who were not already SaaS clients at the time of conversion. As of September 30, 2025, approximately 13,000 of these clients remained as SaaS clients. The conversion of these Marketing Services clients increased SaaS revenue by $4.6 million and $12.6 million during the three and nine months ended September 30, 2025, respectively.

Additionally, during the twelve months ended September 30, 2025, we converted Digital marketing services products to our Thryv Platform for approximately 9,000 clients who already had at least one SaaS product in our Thryv Platform at the time of conversion. The conversion of these Marketing Services clients increased SaaS revenue by $3.8 million and $9.3 million during the three and nine months ended September 30, 2025, respectively.

The conversion of Marketing Services products for clients who were not already SaaS clients at the time of conversion decreases the number of clients in the Marketing Services segment and increases the number of clients in the SaaS segment. The conversion of products for Marketing Services clients (whether or not those clients had SaaS solutions prior to the conversion) decreases the revenue of the Marketing Services segment and increases the revenue of the SaaS segment. While we believe the conversions initiated for clients by Thryv provides valuable upgrades from Digital marketing services to our Thryv Platform and that converted clients will be more likely to subscribe for additional features of the Thryv Platform in the future, Thryv's conversion of products for these clients outside of the traditional sales process could result in these clients cancelling their services with us (known as “churn”) at a materially higher rate than the other clients in our SaaS segment. During 2024 and the nine months ended September 30, 2025, the churn of clients converted by Thryv from our Digital marketing services solutions to our Thryv Platform was in line with the churn from the other clients in our SaaS segment.

Macroeconomic Factors

Macroeconomic factors in the U.S. and the global economy, such as recently proposed tariffs, retaliatory tariffs, concerns regarding a trade war or recession and inflation could negatively impact the businesses of our SMB customers and could reduce their demand for our offerings. To date, we do not believe that demand for our offerings has been negatively impacted by these factors.

Investment in Growth

We intend to continue to develop and grow a profitable SaaS segment to better help SMBs manage their businesses, while maintaining strong profitability within our Marketing Services segment, which we expect to continue to serve as an efficient customer acquisition channel for our SaaS platform until its termination in 2028. As a result, SaaS has been able to achieve profitable growth. We will continue to improve our SaaS solutions by analyzing user behavior, expanding features, improving usability, enhancing our onboarding services and customer support and making version updates available to SMBs. We believe these initiatives will ultimately drive revenue growth; however, such improvements will also increase our operating expenses.

Ability to Grow Through Expansion and Acquisition

Our growth prospects depend upon our ability to successfully develop new markets. We currently primarily serve the United States, Australia, New Zealand, Canada, and Europe SMB markets and plan to leverage strategic acquisitions or initiatives to expand our client base domestically and enter new markets internationally. Identifying proper targets and executing strategic acquisitions may take substantial time and capital. In July 2022, we began operations in Canada through our own sales force and a re-seller agreement. On April 3, 2023, we completed the acquisition of Yellow, a New Zealand marketing services company. Additionally, on October 31, 2024, we completed the acquisition of Keap, a prominent player in customer relationship management and marketing automation for SMBs. Keap primarily serves SMBs in North America, Australia, New Zealand and Europe. We believe that strategic acquisitions of SaaS and marketing services companies globally will expand our client base and provide additional opportunities to offer our SaaS solutions.

Print Publication Cycle

We recognize revenue for print services at a point in time upon delivery of the published PYP directories containing customer advertisements to the intended market. Our PYP directories typically have 12-month publication cycles in Australia, 18-month publication cycles in New Zealand, and 18 to 24-month publication cycles in the U.S. As a result, we typically record revenue for each publication only once every 12 to 24 months, depending on the publication cycle of the directory. The amount of revenue we recognize each quarter from our PYP directories is therefore directly related to the number of PYP directories we deliver to the intended market each quarter, which can vary based on the timing of the publication cycles.

Key Business Metrics

We review several operating metrics, including the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe these key metrics are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and they may be used by investors to help analyze the health of our business.

Total Clients

We define total clients as the number of SMB accounts with one or more revenue-generating solutions in a particular period. For quarter- and year-ending periods, total clients from the last month in the period are reported. A single client may have separate revenue-generating accounts for multiple Marketing Services solutions or SaaS offerings, but we count these as one client when the accounts are managed by the same business entity or individual. Although infrequent, where a single organization has multiple subsidiaries, divisions, or segments, each business entity that is invoiced by us is treated as a separate client. We believe that the number of total clients is an indicator of our market penetration and potential future business opportunities. We view the mix between Marketing Services clients and SaaS clients as an indicator of potential future opportunities to offer our SaaS solutions to our Marketing Services clients.


	As of September 30,
(in thousands)	2025	2024
Clients
Marketing Services (1)	188	251
SaaS (2)	103	96
Total (3)	249	295

(1) Clients that purchase one or more of our Marketing Services solutions are included in this metric. These clients may or may not also purchase subscriptions to our SaaS offerings.

(2) Clients that purchase subscriptions to our SaaS offerings are included in this metric, as well as clients converted from our Digital marketing services solutions to our SaaS offerings. These clients may or may not also purchase one or more of our Marketing Services solutions.

(3) Total clients is less than the sum of the Marketing Services and SaaS, since clients that purchase both Marketing Services and SaaS products are counted in each category, but only counted once in the Total.

Marketing Services clients decreased by 63 thousand, or 25%, as of September 30, 2025 as compared to September 30, 2024. This decrease was primarily related to the secular decline in the print media industry, significant competition in the digital media space, and from our strategic decision to accelerate the conversion of clients from Digital marketing services solutions to SaaS offerings.

SaaS clients increased by 7 thousand, or 7%, as of September 30, 2025 as compared to September 30, 2024, primarily due to the conversion of clients from Digital marketing services solutions to the Thryv Platform during 2024 and continuing into 2025. In addition, during the fourth quarter of 2024, we added 15 thousand clients from the Keap Acquisition.

Total clients decreased by 46 thousand, or 16%, as of September 30, 2025 as compared to September 30, 2024. The primary driver of this decrease was the secular decline in the print media business combined with increasing competition in the digital media and SaaS space, partially offset by an increase in SaaS clients resulting from the Keap Acquisition.

Monthly ARPU

We define monthly average revenue per unit (“ARPU”) as our total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month. For each reporting period, the weighted-average monthly ARPU from all the months in the period are reported. ARPU varies based on product mix, product volumes, and the amounts we charge for our services. We believe that ARPU is an important measure of client spend and growth in ARPU is an indicator of client satisfaction with our services.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
ARPU (Monthly)
Marketing Services	$	106	$	126	$	110	$	137
SaaS	365		307		350		333

Monthly ARPU for Marketing Services decreased by $20, or 16%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, and decreased by $27, or 20%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease in ARPU for these periods was related to reduced spend by clients on our print media offerings due to the secular decline of the industry, caused by the continuing shift of advertising spend to larger digital media audiences, and our strategic decision to accelerate the conversion of clients from Digital marketing services solutions to SaaS offerings.

Monthly ARPU for SaaS increased by $58, or 19%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, and increased by $17, or 5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in ARPU for the three and nine months ended September 30, 2025 was driven by the sale of additional SaaS offerings to existing SaaS clients, the growth of the average spend of new SaaS clients, price increases implemented in the third quarter of 2024 and the second quarter of 2025, and the Keap acquisition during the fourth quarter of 2024 which added clients with a higher average ARPU. This was partially offset by the conversion of clients from lower ARPU Digital marketing services solutions to our SaaS offerings at no additional cost to the client at the time of upgrade.

Seasoned Net Revenue Retention for SaaS

We believe that Seasoned Net Revenue Retention (“Seasoned NRR”) is an indicator of our ability to retain and expand revenue for established clients that have had one or more SaaS offerings for at least a year. Seasoned NRR is calculated by dividing the revenue of all SaaS clients during the last month of the year or quarter, as applicable, by the same clients' revenue one year ago. Seasoned NRR excludes clients acquired over the previous 12 months, which includes clients acquired in the Keap Acquisition. Revenue added to the SaaS segment as a result of the conversion of a Marketing Services product to a SaaS product is included in the calculation of Seasoned NRR for any client who, at the time Thryv converted a Marketing Services product to a SaaS product for that client, already had at least one SaaS product for at least one year. The revenue associated with the products upgraded by Thryv to SaaS for these clients increases SaaS revenue and Seasoned NRR at the time of conversion.


	As of September 30,
	2025		2024
Seasoned NRR	94	%	101	%

Seasoned NRR decreased by 700 basis points from 101% as of September 30, 2024 to 94% as of September 30, 2025. The decrease in Seasoned NRR resulted primarily from a decrease in revenue associated with cancellations by clients of SaaS products held for at least one year outpacing the combination of Thryv up-selling clients who had a SaaS product for at least one year, Thryv's conversion of marketing services products for clients who, at the time of conversion, already had at least one SaaS product at least one year, and the amount of revenue that became seasoned for purposes of Thryv's seasoned NRR calculation during the three months ended September 30, 2025.

Key Components of Our Results of Operations

Revenue

We generate revenue from our two business segments: SaaS and Marketing Services. Our primary source of revenue in our SaaS segment is our SaaS solutions. Our primary sources of revenue in our Marketing Services segment are Print and Digital services.

Cost of Services

Cost of services consists of expenses related to delivering our solutions, such as publishing, printing, and distribution of our Print directories and fulfillment of our Digital and SaaS offerings, including traffic acquisition, managed hosting, and other third-party service providers. Additionally, Cost of services includes personnel-related expenses such as salaries, benefits, and stock-based compensation for our operations team, information technology expenses, non-capitalizable software and hardware purchases, and allocated overhead costs, which includes depreciation of fixed assets, and amortization associated with capitalized software and intangible assets.

Operating Expenses

Sales and Marketing

Sales and marketing expense consists primarily of base salaries, stock-based compensation, sales commissions paid to our inside and outside sales force and other expenses incurred by personnel within the sales, marketing, sales training, and client care departments. Additionally, Sales and marketing expense includes advertising costs such as media, promotional material, branding, online advertising, information technology expenses and allocated overhead costs which includes depreciation of fixed assets, and amortization associated with capitalized software and intangible assets.

General and Administrative

General and administrative expense primarily consists of salaries, benefits and stock-based compensation incurred by corporate management and administrative functions such as information technology, finance and accounting, legal, internal audit, human resources, billing and receivables, and management personnel. In addition, General and administrative expense includes bad debt expense, non-recurring charges, and other corporate expenses such as professional fees, operating taxes, and insurance. General and administrative expense also includes allocated overhead costs which include depreciation of fixed assets and amortization associated with capitalized software and intangible assets.

Other Income (Expense)

Other income (expense) consists of interest expense, net periodic pension cost, and other expense, which primarily includes foreign currency-related income and expense.

Results of Operations

Consolidated Results of Operations

The following table sets forth certain consolidated financial data for each of the periods indicated:


	Three Months Ended September 30,
	2025 (1)					2024
	(unaudited)
(in thousands of $)	Amount			% of Revenue		Amount			% of Revenue
Revenue	$	201,555		100	%	$	179,852		100	%
Cost of services	65,090			32.3	%	67,871			37.7	%
Gross profit	136,465			67.7	%	111,981			62.3	%

Operating expenses:
Sales and marketing	68,409			33.9	%	66,484			37.0	%
General and administrative	48,017			23.8	%	50,972			28.3	%
Impairment charges	—			—	%	83,094			46.2	%
Total operating expenses	116,426			57.8	%	200,550			111.5	%

Operating income (loss)	20,039			9.9	%	(88,569)			49.2	%

Other income (expense):
Interest expense	(8,585)			4.3	%	(11,514)			6.4	%

Net periodic pension cost	(665)			0.3	%	(1,581)			0.9	%
Other income	682			0.3	%	218			0.1	%
Income (loss) before income tax (expense) benefit	11,471			5.7	%	(101,446)			56.4	%
Income tax (expense) benefit	(5,817)			2.9	%	5,375			3.0	%
Net income (loss)	$	5,654		2.8	%	$	(96,071)		53.4	%
Other financial data:
Adjusted EBITDA(2)	$	40,833		20.3	%	$	19,623		10.9	%
Adjusted Gross Profit(3)	$	140,301				$	116,839
Adjusted Gross Margin(4)	69.6		%			65.0		%

(1) Consolidated results of operations includes Keap's results of operations subsequent to the October 31, 2024 acquisition date.

(2) See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income (loss), the most directly comparable measure presented in accordance with GAAP.

(3) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Profit and a reconciliation to Gross profit, the most directly comparable measure presented in accordance with GAAP.

(4) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Margin.

Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024

Revenue

The following table summarizes Revenue by business segment for the periods indicated:


	Three Months Ended September 30,				Change
	2025		2024		Amount		%
(in thousands of $)	(unaudited)
SaaS	$	115,903	$	87,055	$	28,848	33.1	%
Marketing Services	85,652		92,797		(7,145)		(7.7)	%
Revenue	$	201,555	$	179,852	$	21,703	12.1	%

Revenue increased by $21.7 million, or 12.1%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was driven by an increase in SaaS revenue of $28.8 million partially offset by a decrease in Marketing Services revenue of $7.1 million.

SaaS Revenue

SaaS revenue increased by $28.8 million, or 33.1%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily attributable to the acquisition of Keap, new sales, client expansion, price increases, and the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of clients from its Digital marketing services solutions to its SaaS offerings. Of the $28.8 million SaaS revenue increase, (i) Keap contributed $16.8 million, (ii) the conversion of Digital marketing services products for clients to SaaS products during the first nine months of 2025 contributed $5.5 million, and (iii) new sales, client expansion, and product price increases during the first nine months of 2025 contributed $14.2 million. These increases were partially offset by decreases in SaaS revenue of $7.7 million due to net revenue changes associated with products sold or converted prior to January 1, 2025, including net expanded revenue from converted products.

Marketing Services Revenue

Marketing Services revenue decreased by $7.1 million, or 7.7%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Print revenue increased by $18.4 million, or 41.8%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase in Print revenue was primarily driven by the impact of publication timing differences of our U.S. directories, as a result of our Print agreements having greater than 12-month terms, partially offset by the continued secular decline in U.S. and international industry demand for Print services.

Print revenue is recognized upon delivery of the published directories. Individual published directories have different publication cycles, with a typical lifecycle of 24 months for U.S. directories in 2025. During the fourth quarter of 2024, we began to transition from 18-month publication cycles to 24-month publication cycles for U.S. directories. As a result of recognizing revenue upon delivery, we typically record revenue for each published U.S. directory only once every 24 months, which does not make comparing revenue year-over-year fully representative of actual demand trends due to timing of publication cycles. Due to publication timing differences, the Company recognized revenue for more published directories during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

On a publication-by-publication basis, the increase in average publication cycles from 18 months to 24 months results in an average revenue increase of 23% per published directory compared to the last time the directory was published. However, when adjusting the published directory’s revenue on a monthly basis, that is the published directory’s revenue divided by the number of months of the published lifecycle, the average revenue per published directory decreased by 32% compared to the last time the directory was published. The net impact on revenue per published directory was a 9% decline for the directories published during the three months ended September 30, 2025. This net decline per directory was the result of the secular decline in industry demand for Print services.

Digital revenue decreased by $25.6 million, or 52.6%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was driven in large part by the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of Digital marketing services products for clients to SaaS offerings.

For the three months ended September 30, 2025, Thryv's conversion of Digital marketing services products for clients to SaaS offerings prior to January 1, 2025 reduced Marketing Services revenue by $3.0 million, and Thryv's conversion of Digital marketing services products to SaaS products since January 1, 2025 reduced Marketing Services revenues by an additional $5.5 million. Digital revenue has further decreased due to a continued trending decline in the Company’s Marketing Services client base and significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp and Facebook. For the three months ended September 30, 2025, the continued trending decline and significant competition resulted in a $17.1 million decrease in Digital revenue.

Cost of Services

Cost of services decreased by $2.8 million, or 4.1%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was primarily driven by strategic cost saving initiatives. Specifically, we reduced employee-related expenses by $1.6 million and contract services expense by $0.8 million. Additionally, depreciation and amortization expense decreased by $1.0 million due to the accelerated amortization method used by the Company. These decreases were partially offset by increases in printing, distribution, digital and fulfillment costs of $0.7 million.

Gross Profit

Gross profit increased by $24.5 million, or 21.9%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in Gross profit was primarily due to an increase in SaaS revenue and a decrease in Cost of services as a result of strategic cost saving initiatives.

Our gross margin increased to 67.7% for the three months ended September 30, 2025 compared to 62.3% for the three months ended September 30, 2024. Gross margin from our SaaS segment increased to 71.1% for the three months ended September 30, 2025, compared to 69.6% for the three months ended September 30, 2024 as a result of an increase in revenue and strategic cost savings initiatives. Gross margin from our Marketing Services segment increased to 63.1% for the three months ended September 30, 2025, compared to 55.4% for the three months ended September 30, 2024 as a result of strategic cost savings initiatives.

Operating Expenses

Sales and Marketing

Sales and marketing expense increased by $1.9 million, or 2.9%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily due to an increase in employee-related expenses of $4.1 million, an increase in marketing and advertising expenses of $1.7 million, and an increase in contract services expense of $1.8 million. These increases were partially offset by a decrease in sales commissions of $5.1 million, a decrease in depreciation and amortization expense of $1.0 million due to the accelerated amortization method used by the Company, and a decrease in stock-based compensation of $0.3 million.

General and Administrative

General and administrative expense decreased by $3.0 million, or 5.8%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily attributable to a decrease in transaction costs of $1.5 million, a decrease in employee-related expenses of $1.3 million, and a decrease in depreciation and amortization expense of $0.9 million due to the accelerated amortization method used by the Company. These decreases were partially offset by an increase in contract services expense of $1.1 million.

Impairment Charges

Impairment charges decreased by $83.1 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Impairment charges of $83.1 million were recognized as a result of a goodwill impairment in our Marketing Services reporting unit during the three months ended September 30, 2024, while no impairment charges were recognized during the three months ended September 30, 2025.

Other Income (Expense)

Interest Expense

Interest expense decreased by $2.9 million, or 25.4%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, driven primarily by lower outstanding debt balances.

Net Periodic Pension Cost

Net periodic pension cost decreased by $0.9 million for the three months ended September 30, 2025. This decrease was primarily due to an increase in expected return on plan assets of $0.7 million.

Other Income (Expense)

Other income increased by $0.5 million for the three months ended September 30, 2025. This increase was primarily due to an increase in foreign-currency related gain.

Income Tax (Expense) Benefit

The Company's effective tax rate (“ETR”) was 50.7% and 5.3% for the three months ended September 30, 2025 and 2024, respectively. The Company's ETR differs from the U.S. Federal statutory rate of 21% primarily due to permanent differences, including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, minimum taxes, change in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions.

Adjusted EBITDA

Adjusted EBITDA increased by $21.2 million, or 108.1%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in Adjusted EBITDA was primarily driven by the increase in sales of our higher margin SaaS solutions. See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income (loss), the most directly comparable measure presented in accordance with GAAP.

Results of Operations

Consolidated Results of Operations

The following table sets forth certain consolidated financial data for each of the periods indicated:


	Nine Months Ended September 30,
	2025 (1)					2024
	(unaudited)
(in thousands of $)	Amount			% of Revenue		Amount			% of Revenue
Revenue	$	593,396		100	%	$	637,560		100	%
Cost of services	191,023			32.2	%	223,350			35.0	%
Gross profit	402,373			67.8	%	414,210			65.0	%

Operating expenses:
Sales and marketing	203,184			34.2	%	201,984			31.7	%
General and administrative	152,644			25.7	%	155,229			24.3	%
Impairment charges	—			—	%	83,094			13.0	%
Total operating expenses	355,828			60.0	%	440,307			69.1	%

Operating income (loss)	46,545			7.8	%	(26,097)			4.1	%

Other income (expense):
Interest expense	(26,610)			4.5	%	(37,048)			5.8	%

Net periodic pension cost	(2,211)			0.4	%	(4,743)			0.7	%
Other income (expense)	3,631			0.6	%	(7,571)			1.2	%
Income (loss) before income tax expense	21,355			3.6	%	(75,459)			11.8	%
Income tax expense	(11,388)			1.9	%	(6,640)			1.0	%
Net income (loss)	$	9,967		1.7	%	$	(82,099)		12.9	%
Other financial data:
Adjusted EBITDA(2)	$	112,966		19.0	%	$	133,051		20.9	%
Adjusted Gross Profit(3)	$	414,625				$	431,057
Adjusted Gross Margin(4)	69.9		%			67.6		%

(1) Consolidated results of operations includes Keap's results of operations subsequent to the October 31, 2024 acquisition date.

(2) See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income (loss), the most directly comparable measure presented in accordance with GAAP.

(3) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Profit and a reconciliation to Gross profit, the most directly comparable measure presented in accordance with GAAP.

(4) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Margin.

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Revenue

The following table summarizes Revenue by business segment for the periods indicated:


	Nine Months Ended September 30,				Change
	2025		2024		Amount		%
(in thousands of $)	(unaudited)
SaaS	$	342,037	$	239,171	$	102,866	43.0	%
Marketing Services	251,359		398,389		(147,030)		(36.9)	%
Revenue	$	593,396	$	637,560	$	(44,164)	(6.9)	%

Revenue decreased by $44.2 million, or 6.9%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was driven by a decrease in Marketing Services revenue of $147.0 million partially offset by an increase in SaaS revenue of $102.9 million.

SaaS Revenue

SaaS revenue increased by $102.9 million, or 43.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily attributable to the acquisition of Keap, new sales, client expansion, price increases, and the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of clients from its Digital marketing services solutions to its SaaS offerings. Of the $102.9 million SaaS revenue increase, (i) Keap contributed $53.4 million, (ii) the conversion of Digital marketing services products for clients to SaaS products during the first nine months of 2025 contributed $12.0 million, and (iii) new sales, client expansion, and product price increases during the first nine months of 2025 contributed $26.7 million. Finally, SaaS revenue increased $10.8 million due to net revenue changes associated with products sold or converted prior to January 1, 2025, including net expanded revenue from converted products.

Marketing Services Revenue

Marketing Services revenue decreased by $147.0 million, or 36.9%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Print revenue decreased by $44.1 million, or 20.9%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This decrease in Print revenue was primarily driven by the impact of publication timing differences, as a result of our Print agreements having greater than 12-month terms, as well as the continued secular decline in U.S. and international industry demand for Print services.

Print revenue is recognized upon delivery of the published directories. Individual published directories have different publication cycles, with a typical lifecycle of 24 months for U.S. directories in 2025. During the fourth quarter of 2024, we began to transition from 18-month publication cycles to 24-month publication cycles for U.S. directories. As a result of recognizing revenue upon delivery, we typically record revenue for each published U.S. directory only once every 24 months, which does not make comparing revenue year-over-year fully representative of actual demand trends due to timing of publication cycles. Due to publication timing differences, the Company recognized revenue for fewer published directories during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

On a publication-by-publication basis, the increase in average publication cycles from 18 months to 24 months results in an average revenue increase of 16% per published directory compared to the last time the directory was published. However, when adjusting the published directory’s revenue on a monthly basis, that is the published directory’s revenue divided by the number of months of the published lifecycle, the average revenue per published directory decreased by 33% compared to the last time the directory was published. The net impact on revenue per published directory was a 17% decline for the directories published during the nine months ended September 30, 2025. This net decline per directory was the result of the secular decline in industry demand for Print services.

Digital marketing services revenue decreased by $102.9 million, or 55.1%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was driven in large part by the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of Digital marketing services products for its clients to SaaS offerings. For the nine months ended September 30, 2025, Thryv's conversion of Digital marketing services products for clients to SaaS offerings prior to January 1, 2025 reduced Marketing Services revenue by $9.8 million, and Thryv's conversion of Digital marketing services products for clients to SaaS products since January 1, 2025 reduced Marketing Services revenue by an additional $12.0 million. Digital revenue has further decreased due to a continued trending decline in the Company's Marketing Services client base and significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp, and Facebook. For the nine months ended September 30, 2025, the continued trending decline and significant competition resulted in a $81.1 million decrease in digital revenue.

Cost of Services

Cost of services decreased by $32.3 million, or 14.5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This decrease was primarily driven by the corresponding decline in revenue and by strategic cost saving initiatives. Specifically, we reduced printing, distribution and digital fulfillment support costs by $21.6 million, employee-related expenses by $3.5 million and contract services expense by $2.9 million. Additionally, depreciation and amortization expense decreased $4.6 million due to the accelerated amortization method used by the Company.

Gross Profit

Gross profit decreased by $11.8 million, or 2.9%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease in Gross profit was primarily due to a decrease in Marketing Services revenue, partially offset by an increase in SaaS revenue and a decrease in Cost of services as a result of a decline in total revenue and strategic cost saving initiatives.

Gross margin increased by 280 basis points to 67.8% for the nine months ended September 30, 2025 compared to 65.0% for the nine months ended September 30, 2024. Gross margin from our SaaS segment increased to 71.4% for the nine months ended September 30, 2025 compared to 67.7% for the nine months ended September 30, 2024. This increase was partially offset by a decrease in gross margin from our Marketing Services segment to 63.0% for the nine months ended September 30, 2025 compared to 63.3% for the nine months ended September 30, 2024. SaaS gross margin increased as a result of an increase in revenue and strategic cost savings initiatives. Marketing Services gross margin decreased as a result of decreased demand for our Marketing Services solutions.

Operating Expenses

Sales and Marketing

Sales and marketing expense increased by $1.2 million, or 0.6%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily due to an increase in employee-related expenses of $7.2 million due to employees that remained with the Company following the acquisition of Keap, an increase in advertising and marketing expenses of $4.7 million, and an increase in contract services expense of $3.1 million. These increases were partially offset by a decrease in sales commissions of $11.6 million due to new sales commissions plans and revised targets and a decrease in depreciation and amortization expense of $2.9 million due to the accelerated amortization method used by the Company.

General and Administrative

General and administrative expense decreased by $2.6 million, or 1.7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily due to a decrease in non-recurring restructuring and integration expenses of $3.5 million, a decrease in employee-related expenses of $2.5 million, a decrease in severance expense of $1.4 million, a decrease in general tax expenses of $1.8 million, a decrease in bad debt expense of $1.3 million, and a decrease in depreciation and amortization expense of $2.4 million as a result of the accelerated amortization method used by the Company. These decreases were partially offset by the absence of a $3.2 million gain on disposal of certain intangible assets recorded during the nine months ended September 30, 2024, an increase in contract services expense of $5.5 million, and an increase in stock-based compensation expense of $1.6 million.

Impairment Charges

Impairment charges decreased by $83.1 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Impairment charges of $83.1 million were recognized as a result of a goodwill impairment in our Marketing Services reporting unit during the nine months ended September 30, 2024, while no impairment charges were recognized during the nine months ended September 30, 2025.

Other Income (Expense)

Interest Expense

Interest expense decreased by $10.4 million, or 28.2%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, driven primarily by lower outstanding debt balances.

Net Periodic Pension Cost

Net periodic pension cost decreased by $2.5 million for the nine months ended September 30, 2025. This decrease was primarily due to a higher return on plan assets of $2.2 million.

Other Income (Expense)

Other income was $3.6 million for the nine months ended September 30, 2025, compared to Other expense of $7.6 million for the nine months ended September 30, 2024. The net increase of $11.2 million was primarily due to a $6.6 million loss on early extinguishment of debt recognized during the nine months ended September 30, 2024. Additionally, the Company recognized a foreign-currency related gain of $3.1 million during the nine months ended September 30, 2025, compared to a foreign-currency related loss of $0.9 million during the nine months ended September 30, 2024.

Income Tax Expense

The Company's ETR was 53.3% and (8.8%) for the nine months ended September 30, 2025 and 2024, respectively. The Company's ETR differs from the U.S. Federal statutory rate of 21% primarily due to permanent differences including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, minimum taxes, change in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions.

Adjusted EBITDA

Adjusted EBITDA decreased by $20.1 million, or 15.1%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease in Adjusted EBITDA was primarily driven by the secular decline in our Marketing Services segment, partially offset by the growth in our SaaS segment. See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income (loss), the most directly comparable measure presented in accordance with GAAP.

Non-GAAP Financial Measures

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States. We also present Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin, as defined below, as non-GAAP financial measures in this Quarterly Report.

We have included Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin in this report because management believes they provide useful information to investors in gaining an overall understanding of our current financial performance and provide consistency and comparability with past financial performance. Specifically, we believe Adjusted EBITDA provides useful information to management and investors by excluding certain non-operating items that we believe are not indicative of our core operating results. In addition, Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin are used by management for budgeting and forecasting as well as measuring the Company’s performance. We believe Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin provide investors with the financial measures that closely align with our internal processes.

We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income (loss) plus Interest expense, Income tax expense, Depreciation and amortization expense, Restructuring and integration expenses, Stock-based compensation expense, and non-operating expenses, such as Net periodic pension cost and certain unusual and non-recurring charges that might have been incurred. Adjusted EBITDA should not be considered as an alternative to Net income (loss) as a performance measure. We define Adjusted Gross Profit (“Adjusted Gross Profit”) and Adjusted Gross Margin (“Adjusted Gross Margin”) as Gross profit and Gross margin, respectively, adjusted to exclude the impact of Depreciation and amortization expense and Stock-based compensation expense.

Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP measures used by other companies.

The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income (loss):


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Reconciliation of Adjusted EBITDA
Net income (loss)	$	5,654	$	(96,071)	$	9,967	$	(82,099)
Interest expense	8,585		11,514		26,610		37,048
Depreciation and amortization expense	9,615		12,519		31,322		41,144
Stock-based compensation expense	5,807		6,011		19,552		17,653
Restructuring and integration expenses (1)	5,371		4,861		15,546		17,679
Income tax expense (benefit)	5,817		(5,375)		11,388		6,640
Transaction costs (2)	—		1,706		—		1,706
Net periodic pension cost (3)	665		1,581		2,211		4,743
Loss on early extinguishment of debt (4)	—		—		—		6,638
Impairment charges	—		83,094		—		83,094
Other (5)	(681)		(217)		(3,630)		(1,195)
Adjusted EBITDA	$	40,833	$	19,623	$	112,966	$	133,051

(1)See the table below for detail of Restructuring and integration expenses for the three and nine months ended September 30, 2025 and 2024.

(2)Expenses related to the Keap Acquisition.

(3)Net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.

(4)In connection with the debt refinancing completed on May 1, 2024, the Company recorded a Loss on early extinguishment of debt related to the write-off of certain unamortized debt issuance costs on the Company's Prior Term Loan and Prior ABL Facility. See Note 8, Debt Obligations, to our consolidated financial statements included in Part I, Item 1 in this Quarterly Report for more information.

(5)Other primarily includes foreign exchange-related (income) expense.

The following is a reconciliation of Restructuring and integration expenses that are included in the Adjusted EBITDA to Net income (loss) reconciliation above:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
Reconciliation of Restructuring and integration expenses	2025		2024		2025		2024
Abandoned facility costs (a)	$	1,182	$	1,017	$	3,446	$	2,947
Severance charges (b)	2,078		1,829		5,413		6,851
Post-acquisition and integration expenses (c)	1,045		1,459		3,539		4,185
Tax, accounting, and legal fees (d)	1,066		556		3,148		3,696
Total Restructuring and integration expenses	$	5,371	$	4,861	$	15,546	$	17,679

(a)Represents expenses related to maintenance, utilities, and general upkeep at the Company’s leased buildings. During the COVID-19 pandemic, the Company decided to operate in a remote-first working environment. Because we did not terminate existing lease agreements at any of our facilities, we continue to incur these costs until the lease agreements end. The most significant lease agreements are for our corporate headquarters, which ends on December 31, 2025 and will not be renewed, and the Keap headquarters, which ends on December 31, 2026 and will not be renewed.

(b)We incur severance charges related to certain reduction in force actions taken by our management which are designed to streamline the Company’s operations and drive lower operating expenses as we continue to shift from our Marketing Services activities and drive continued focus on our SaaS business. The severance charges incurred during the three and nine months ended September 30, 2025 and 2024 were related to our legacy Marketing Services employees and our shift from Marketing Services activities. Additionally, for the 2025 periods, these charges also reflect activities to right-size our workforce following the Keap Acquisition.

(c)We incur professional services, system integration costs and other fees related to each of our acquisitions. Such costs vary in nature and amount due to factors specific to each acquisition and create a lack of comparability between periods.

(d)These costs consist of legal expenses related to legal cases inherited from acquisitions and accounting fees related to acquisitions.

The following tables set forth reconciliations of Adjusted Gross Profit and Adjusted Gross Margin, to their most directly comparable GAAP measures, Gross profit and Gross Margin:


	Three Months Ended September 30, 2025
(in thousands)	SaaS			Marketing Services			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	82,407		$	54,058		$	136,465
Plus:
Depreciation and amortization expense	2,120			1,569			3,689
Stock-based compensation expense	85			62			147
Adjusted Gross Profit	$	84,612		$	55,689		$	140,301
Gross Margin	71.1		%	63.1		%	67.7		%
Adjusted Gross Margin	73.0		%	65.0		%	69.6		%


	Three Months Ended September 30, 2024
(in thousands)	SaaS			Marketing Services			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	60,607		$	51,374		$	111,981
Plus:
Depreciation and amortization expense	2,189			2,508			4,697
Stock-based compensation expense	92			69			161
Adjusted Gross Profit	$	62,888		$	53,951		$	116,839
Gross Margin	69.6		%	55.4		%	62.3		%
Adjusted Gross Margin	72.2		%	58.1		%	65.0		%


	Nine Months Ended September 30, 2025
(in thousands)	SaaS			Marketing Services			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	244,088		$	158,285		$	402,373
Plus:
Depreciation and amortization expense	6,836			4,950			11,786
Stock-based compensation expense	262			204			466
Adjusted Gross Profit	$	251,186		$	163,439		$	414,625
Gross Margin	71.4		%	63.0		%	67.8		%
Adjusted Gross Margin	73.4		%	65.0		%	69.9		%


	Nine Months Ended September 30, 2024
(in thousands)	SaaS			Marketing Services			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	161,991		$	252,219		$	414,210
Plus:
Depreciation and amortization expense	5,770			10,569			16,339
Stock-based compensation expense	228			280			508
Adjusted Gross Profit	$	167,989		$	263,068		$	431,057
Gross Margin	67.7		%	63.3		%	65.0		%
Adjusted Gross Margin	70.2		%	66.0		%	67.6		%

Liquidity and Capital Resources

Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own. We derive cash flows from cash transfers and other distributions from our operating subsidiary, Thryv, Inc., who in turn generates cash flow from its own operations and operations of its subsidiaries, and has cash and cash equivalents on hand, funds provided under the Term Loan (as defined below) and funds available under the ABL Facility (as defined below). The agreements governing our debt may restrict the ability of our subsidiaries to make loans or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of our senior credit facilities and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions or the making of loans by such subsidiaries to us. Our and our subsidiaries’ ability to meet our debt service requirements is dependent on our ability to generate sufficient cash flows from operations.

We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our ABL Facility will be sufficient to meet our liquidity requirements, such as working capital requirements for our operations, business development and investment activities, and debt payment obligations, for the following 12 months. Any projections of future earnings and cash flows are subject to substantial uncertainty. Our future success and capital adequacy will depend on, among other things, our ability to achieve anticipated levels of revenues and cash flows from operations and our ability to address our annual cash obligations and reduce our outstanding debt, all of which are subject to general economic, financial, competitive, and other factors beyond our control. We continue to monitor our capital requirements to ensure our needs are in line with available capital resources.

In addition, our Board of Directors authorizes us to undertake share repurchases from time to time. The amount and timing of any share repurchases that we make will depend on a variety of factors, including available liquidity, cash flows, our capacity to make repurchases under our debt agreements and market conditions.

For a discussion on contingent obligations, see Note 13, Contingent Liabilities, to our consolidated financial statements included in Part I, Item 1 in this Quarterly Report.

Sources and Uses of Cash

The following table sets forth a summary of our cash flows from operating, investing and financing activities for the periods indicated:


	Nine Months Ended September 30,
	2025		2024		Change
(in thousands)	(unaudited)
Cash flows provided by (used in):
Operating activities	$	41,321	$	63,640	$	(22,319)
Investing activities	(22,634)		(24,730)		2,096
Financing activities	(23,930)		(45,446)		21,516
Effect of exchange rate changes on cash, cash equivalents and restricted cash	591		(120)		711
Decrease in cash, cash equivalents and restricted cash	$	(4,652)	$	(6,656)	$	2,004

Cash Flows from Operating Activities

Net cash from operating activities decreased by $22.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily due to changes in working capital, particularly accounts receivable, which was primarily impacted by the timing of payments and an overall decline in our sales. This decrease was partially offset by lower income tax payments of $10.6 million, and lower interest payments of $11.1 million as a result of lower debt balances.

Cash Flows used in Investing Activities

Net cash used in investing activities decreased by $2.1 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 as a result of fewer additions to fixed assets and capitalized software.

Cash Flows used in Financing Activities

Net cash used in financing activities decreased by $21.5 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This decrease was primarily related to net proceeds received of $16.6 million on the Company's ABL Facility during the nine months ended September 30, 2025, compared to net payments made of $26.9 million during the nine months ended September 30, 2024. The Company also paid debt issuance costs of $5.5 million during the nine months ended September 30, 2024 related to the Term Loan, while no payments were made for debt issuance costs during the nine months ended September 30, 2025. These decreases in cash used were partially offset by higher payments made on the Term Loan of $35.0 million during the nine months ended September 30, 2025 compared to payments of $18.2 million during the nine months ended September 30, 2024. Additionally, the Company repurchased $5.0 million of common stock during the nine months ended September 30, 2025 compared to $0.5 million during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company received proceeds of $5.6 million from exercises of stock options, net of amounts withheld for taxes, compared to $0.2 million of net proceeds received during the nine months ended September 30, 2025.

Debt

Term Loan

ABL Facility

We maintain debt levels that we consider appropriate after evaluating a number of factors, including cash requirements for ongoing operations, investment and financing plans (including acquisitions and share repurchase activities), and overall cost of capital. Per the terms of the Term Loan Facility, payments of the Term Loan balance are determined by the Company's Excess Cash Flow (as defined in the Term Loan Facility). We are in compliance with all covenants under the Term Loan and ABL Facility as of September 30, 2025. We had total recorded debt outstanding of $268.2 million (net of $8.6 million of unamortized original issue discount (“OID”) and debt issuance cost) at September 30, 2025, which was comprised of amounts outstanding under the Term Loan of $236.3 million and ABL Facility of $40.5 million.

Share Repurchase Program

On April 30, 2024, the Board authorized a new share repurchase program (the “Share Repurchase Program”), under which the Company may repurchase up to $40.0 million in shares of common stock through April 30, 2029. The repurchase program is subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s Term Loan and ABL Credit Agreement. The Share Repurchase Program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates have not changed from those described in our 2024 Form 10-K, under “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

As of September 30, 2025, we had total recorded debt outstanding of $268.2 million (net of $8.6 million of unamortized OID and debt issuance costs), which was comprised of amounts outstanding under our Term Loan of $236.3 million and ABL Facility of $40.5 million. Substantially all of this debt bears interest at floating rates. Changes in interest rates affect the interest expense we pay on our floating rate debt. A hypothetical 100 basis point increase in interest rates would increase our interest expense by approximately $2.8 million annually, based on the debt outstanding at September 30, 2025.

Foreign Exchange Currency Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Australian dollar and New Zealand dollar. Since we translate foreign currencies into U.S. dollars for financial reporting purposes, currency fluctuations can have an impact on our financial results.

We have experienced and will continue to experience fluctuations in our Net income (loss) as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. We recognized immaterial amounts of foreign currency gains and losses in each of the periods presented. We have not hedged our foreign currency transactions to date. We are evaluating the costs and benefits of initiating a hedging program and may in the future hedge selected significant transactions denominated in currencies other than the U.S. dollar as we expand our international operations and our risk grows.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2025.

Changes in Internal Control over Financial Reporting

We have completed one acquisition in the past 12 months. As part of our ongoing integration activities, we continue to implement our controls and procedures over the business we acquired and to augment our company-wide controls to reflect the risks inherent in our acquisition. Throughout the integration process, we monitor these efforts and take corrective action as needed to reinforce the application of our controls and procedures. Other than the foregoing, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this item is provided in “Part I - Item 1. Note 13, Contingent Liabilities” and is incorporated by reference into Part II of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented by the disclosure in Part II, Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table shows our common stock repurchase activity for the quarter ended September 30, 2025:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
July 1 – July 31, 2025	—	—		—	$39.5 million
August 1 – August 31, 2025	378,000	$13.20		378,000	$34.5 million
September 1 – September 30, 2025	—	—		—	$34.5 million
Total	378,000	$	13.20	378,000

On April 30, 2024, our Board of Directors authorized a share repurchase plan under which the Company may repurchase up to $40.0 million in shares of common stock through April 30, 2029. During the three months ended September 30, 2025, we repurchased 378,000 shares of our common stock at a cost of approximately $5.0 million. As of September 30, 2025, we had approximately $34.5 million of repurchase authorizations remaining under the repurchase plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None of our officers or directors adopted or terminated a “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K during the three months ended September 30, 2025.

Item 6. Exhibits

The following documents are filed as an exhibit to this Quarterly Report on Form 10-Q:


Exhibit No.						Description
3.1						Fourth Amended and Restated Certificate of Incorporation of Thryv Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed on September 24, 2020)
3.2						Second Amended and Restated Bylaws of Thryv Holdings, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on September 24, 2020)
3.3						Amendment to the Fourth Amended and Restated Certificate of Incorporation of Thryv Holdings, Inc. (incorporated by reference to Exhibit 3.3 to the Company's Form 10-Q , filed on July 30 , 2025)
31.1*						Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
104						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included in Exhibits 101).

*Filed herewith

** Furnished herewith

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 thereunto duly authorized.


THRYV HOLDINGS, INC.

October 30, 2025	By:	/s/ Joseph A. Walsh
		Joseph A. Walsh Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)


October 30, 2025	By:	/s/ Paul D. Rouse
		Paul D. Rouse Chief Financial Officer, Executive Vice President and Treasurer
		(Principal Financial Officer)

Thryv Holdings, Inc. 10-Q