thry-20260331

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 March 31, 2026

☐ 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 April 28, 2026, there were 44,349,786 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 Months Ended March 31, 2026 and 2025 (unaudited)	3
	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	4
	Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
	Signatures	41

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, which include companies who 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 in Note 1), 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 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, 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, regulations, audit outcomes, 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, 2025 (“2025 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
	March 31,
(in thousands, except share and per share data)		2026		2025
Revenue		$	167,684	$	181,371
Cost of services		58,428		62,083
Gross profit		109,256		119,288

Operating expenses:
Sales and marketing		47,948		59,842
Research and development		11,431		10,209
General and administrative		45,819		52,271

Total operating expenses		105,198		122,322

Operating income (loss)		4,058		(3,034)
Other income (expense):
Interest expense		(4,141)		(6,067)
Interest expense, related party		(2,466)		(3,006)
Net periodic pension cost		(345)		(768)
Other income		1,433		392
Loss before income tax benefit		(1,461)		(12,483)
Income tax benefit		6,003		2,865
Net income (loss)		$	4,542	$	(9,618)
Other comprehensive loss:
Foreign currency translation adjustment, net of tax		(395)		(187)
Comprehensive income (loss)		$	4,147	$	(9,805)

Net income (loss) per common share:
Basic		$	0.10	$	(0.22)
Diluted		$	0.10	$	(0.22)

Weighted-average shares used in computing basic and diluted net income (loss) per common share:
Basic		44,207,794		43,412,366
Diluted		45,246,486		43,412,366

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)	March 31, 2026		December 31, 2025
Assets	(unaudited)
Current assets
Cash and cash equivalents	$	7,952	$	10,752
Accounts receivable, net of allowance of $14,381 in 2026 and $13,830 in 2025	147,083		136,394
Contract assets, net of allowance of $2 in 2026 and $2 in 2025	433		411
Taxes receivable	22,710		8,134
Prepaid expenses	14,459		10,939
Deferred costs	7,472		11,548
Other current assets	643		679
Total current assets	200,752		178,857
Fixed assets and capitalized software, net	50,101		50,885
Goodwill	253,809		253,809
Intangible assets, net	24,471		25,929
Deferred tax assets	120,238		133,221
Other assets	44,367		45,886
Total assets	$	693,738	$	688,587

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	10,853	$	9,764
Accrued liabilities	84,225		91,246
Current portion of unrecognized tax benefits	1,803		28,303
Contract liabilities	36,790		28,875
Current portion of Term Loan	15,750		10,500
Current portion of Term Loan, related party	10,500		7,000
Other current liabilities	3,340		3,905
Total current liabilities	163,261		179,593
Term Loan, net	120,716		125,419
Term Loan, net, related party	82,063		85,448
ABL Facility	29,534		25,120
Pension obligations, net	44,016		44,171
Other liabilities	28,738		10,697
Total long-term liabilities	305,067		290,855
Commitments and contingencies (see Note 12)
Stockholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 72,888,889 shares issued and 44,344,879 shares outstanding at March 31, 2026; and 72,002,129 shares issued and 43,815,268 shares outstanding at December 31, 2025	729		720
Additional paid-in capital	1,307,891		1,303,144
Treasury stock - 28,544,010 shares at March 31, 2026 and 28,186,861 shares at December 31, 2025	(499,735)		(498,103)
Accumulated other comprehensive loss	(15,906)		(15,511)
Accumulated deficit	(567,569)		(572,111)
Total stockholders' equity	225,410		218,139
Total liabilities and stockholders' equity	$	693,738	$	688,587

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 March 31, 2026
	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, 2025	72,002,129	$	720	$	1,303,144	(28,186,861)	$	(498,103)	$	(15,511)	$	(572,111)	$	218,139
Issuance of shares related to stock-based compensation	886,760	9		(3)		(357,149)	(1,632)		—		—		(1,626)
Stock-based compensation expense	—	—		4,750		—	—		—		—		4,750

Foreign currency translation adjustment, net of tax	—	—		—		—	—		(395)		—		(395)
Net income	—	—		—		—	—		—		4,542		4,542
Balance as of March 31, 2026	72,888,889	$	729	$	1,307,891	(28,544,010)	$	(499,735)	$	(15,906)	$	(567,569)	$	225,410

Three Months Ended March 31, 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	939,337	9		2,211		(244,966)	(3,841)		—		—		(1,621)
Stock-based compensation expense	—	—		7,737		—	—		—		—		7,737

Foreign currency translation adjustment, net of tax	—	—		—		—	—		(187)		—		(187)
Net loss	—	—		—		—	—		—		(9,618)		(9,618)
Balance as of March 31, 2025	71,496,077	$	715	$	1,282,424	(27,767,746)	$	(492,744)	$	(15,128)	$	(582,036)	$	193,231

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

Thryv Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)


	Three Months Ended March 31,
(in thousands)	2026		2025
Cash Flows from Operating Activities
Net income (loss)	$	4,542	$	(9,618)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	9,166		11,516
Amortization of deferred commissions	1,349		3,499
Amortization of debt issuance costs	741		830
Deferred income taxes	13,026		(2,986)
Provision for credit losses and service credits	3,630		3,782
Stock-based compensation expense	4,750		7,737
Net periodic pension cost	345		768

Gain on foreign currency exchange rates	(1,433)		(392)
Other	2		37
Changes in working capital items:
Accounts receivable	(4,820)		16,840

Prepaid expenses, deferred costs, and other assets	(23,160)		(20,525)
Accounts payable and accrued liabilities	(31,631)		(22,338)
Contract liabilities	7,737		2,407
Other liabilities	17,229		(2,038)
Net cash provided by (used in) operating activities	1,473		(10,481)

Cash Flows from Investing Activities
Additions to fixed assets and capitalized software	(6,926)		(7,085)

Other	—		(143)
Net cash used in investing activities	(6,926)		(7,228)

Cash Flows from Financing Activities


Proceeds from ABL Facility	90,777		109,647
Payments of ABL Facility	(86,363)		(95,748)
Principal payments on finance lease obligation	(216)		—


Other	(1,621)		(1,620)
Net cash provided by financing activities	2,577		12,279
Effect of exchange rate changes on cash, cash equivalents and restricted cash	80		124
Decrease in cash, cash equivalents and restricted cash	(2,796)		(5,306)
Cash, cash equivalents and restricted cash, beginning of period	10,869		17,760
Cash, cash equivalents and restricted cash, end of period	$	8,073	$	12,454

Supplemental Information
Cash paid for interest	$	6,858	$	8,256
Cash (received) paid for income taxes, net	$	(5,587)	$	1,178

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”) is a software-led platform company focused on enabling small and medium-sized businesses (“SMBs”) to run and grow their businesses more efficiently. The Company's strategy is centered on delivering a unified, extensible SaaS platform that supports customer acquisition, engagement, operations, and retention across the SMB lifecycle.

The Company's SaaS platform (or “Thryv platform”) is designed for active daily use by business owners and operators. Customers engage directly with the platform to help business owners build a strong online presence, manage leads, automate workflows, communicate with customers, process payments, and make data-informed decisions that drive business outcomes.

The Company reports its results based on two reportable segments (see Note 14, Segment Information):

•SaaS, which includes the Company's unified small business marketing platform, supporting software solutions, related extensions, payment solutions, and professional services; and

•Marketing Services, which includes the Company's legacy print (“Print”) and digital marketing solutions (“Digital”) business, which the Company plans to exit by the end of 2028.

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 months ended March 31, 2026 and 2025 have been prepared on the same basis as the audited annual financial statements. The consolidated balance sheet as of December 31, 2025 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, 2025.

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

Reclassification of Prior Year Presentation

During the fourth quarter of 2025, as a result of increased investment in research and development activities following the acquisition of Infusion Software, Inc. d/b/a/ Keap (“Keap”) in October 2024 and to provide greater detail of the Company's underlying expenses, the Company began breaking out Research and development expense into a separate line item in the Consolidated Statements of Operations and Comprehensive Income (Loss). These costs were previously included in Sales and marketing expense. This change was made retrospectively to all periods presented for comparability purposes and there was no effect on Total operating expenses or Net loss for the three months ended March 31, 2025.

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, 2025. Except as described below, there have been no changes to the Company's significant accounting policies during the three months ended March 31, 2026.

Costs to Obtain a Contract with a Customer

The Company has determined that sales commissions paid to employees and certified marketing representatives associated with selling the Company’s print, digital and SaaS services are considered incremental and recoverable costs of obtaining a contract. Commissions incurred to obtain a new contract are capitalized and recognized over the benefit period, which is determined based on expected contract renewals, the Company’s technology development life-cycle, and other factors.

In accordance with its policy, the Company reviews the estimated amortization period of its capitalized commissions on a periodic basis. This review indicated that the benefit period for commissions on SaaS contracts had lengthened due to an increase in the average SaaS customer life. As a result, effective January 1, 2026, the Company changed the amortization period for costs incurred to obtain a new contract to better reflect the estimated benefit period of these assets. The estimated useful life of these assets was increased from eighteen months to thirty-six months. The effect of this change in estimate for the three months ended March 31, 2026 was to reduce amortization of deferred commissions by $2.2 million, which resulted in an increase to net income of $2.2 million and an increase to basic and diluted earnings per share of $0.05.

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 Consolidated Balance Sheets to the amount shown in the Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025:


(in thousands)	March 31, 2026		March 31, 2025
Cash and cash equivalents	$	7,952	$	10,993
Restricted cash, included in Other current assets	121		1,461
Total cash, cash equivalents and restricted cash	$	8,073	$	12,454

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)	March 31, 2026		December 31, 2025
Accounts receivable	$	44,828	$	38,200
Unbilled accounts receivable (1)	116,636		112,024
Total accounts receivable	$	161,464	$	150,224
Less: allowance for credit losses	(14,381)		(13,830)
Accounts receivable, net of allowance	$	147,083	$	136,394

(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)	March 31, 2026		December 31, 2025
Unbilled accounts receivable – current	$	116,636	$	112,024
Unbilled accounts receivable – non-current (1)	32,898		40,722
Total unbilled accounts receivable	$	149,534	$	152,746

(1) Included in Other assets on the Consolidated Balance Sheets.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company adopted ASU 2023-09 for the annual period ended December 31, 2025, and implemented the new disclosure updates within the Company's consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 on a retrospective basis. Because the ASU affects disclosures only, the adoption did not impact the Company's results of operations, financial condition, or cash flows.

Recently Issued Accounting Pronouncements Not Yet Adopted

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 and can be applied either prospectively or retrospectively to all prior periods presented. Management is currently evaluating the extent and impact that the adoption of this standard will have on the Company's disclosures.

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.

In December 2025, the FASB issued ASU No. 2025-11, “Topic 270 – Interim Reporting” (“ASU 2025-11”). The amendments in ASU 2025-11 clarify interim reporting requirements by improving navigability of Topic 270 and more clearly specifying what disclosures are required in interim reporting periods. The amendments also establish a principle that requires disclosure of events since the end of the last annual reporting period that have materially impacted the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and can be applied either prospectively or retrospectively to all prior periods presented. Management is currently evaluating the impact that the adoption of this standard will have on the Company's interim consolidated financial statements.

Note 2 Revenue Recognition

The Company has determined that each of its SaaS business management tools and services, and each of its 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.

SaaS

Revenue in the SaaS segment is generated through subscription plans, platform extensions, payment solutions, and professional services. Our subscription offerings are sold on a recurring basis. Revenues associated with substantially all SaaS offerings 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. Associated revenues are recognized over time using an output method to measure the progress toward satisfying a performance obligation.

Marketing Services

Our primary Marketing Services offerings include our Print and Digital solutions.

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.

Digital

Digital marketing services includes Internet Yellow Pages, which generate revenue by charging clients for advertisements and priority placement, and Search Engine Marketing solutions, which charge clients a monthly fee based on their contracted budget. Other digital media solutions, such as online display and social advertising and Search Engine Optimization tools, also generate revenues by charging clients a monthly fee. Revenues associated with substantially all Digital marketing services are recognized using the series guidance, with associated revenues 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 14, 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 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 following table sets forth the Company's contract assets and liabilities:



(in thousands)	March 31, 2026		December 31, 2025		December 31, 2024
Contract assets	$	433	$	411	$	2,127
Contract liabilities	$	36,790	$	28,875	$	40,315

The Company recognizes revenue on all of its remaining performance obligations within the next twelve months. For the three months ended March 31, 2026, the Company recognized revenue of $25.9 million that was recorded in Contract liabilities as of December 31, 2025. For the three months ended March 31, 2025, the Company recognized revenue of $30.3 million that was recorded in Contract liabilities as of December 31, 2024.

Note 3 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 Consolidated Balance Sheets using Level 1 and Level 2 inputs. See Note 8, 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 7, 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 7, Debt Obligations.

The Term Loan (as defined in Note 7, 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 7, Debt Obligations.

The carrying amounts and fair values of the Term Loan were as follows:


	March 31, 2026				December 31, 2025
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan, net	$	229,029	$	226,452	$	228,367	$	228,652

Note 4 Goodwill and Intangible Assets

Goodwill

Management performs its annual goodwill impairment test on October 1 or more frequently if events or changes in circumstances indicate that the goodwill may be impaired.

During the three months ended March 31, 2026, the Company determined that a triggering event occurred as a result of sustained declines in the Company's market capitalization due to a decrease in its stock price. As a result, the Company performed a quantitative goodwill impairment test of the SaaS reporting unit as of March 1, 2026. The goodwill impairment test requires measurement of the fair value of a reporting unit, which is compared to the carrying value of the reporting unit, including goodwill. The Company engaged a third-party valuation firm to assist in the Company’s determination of the fair value of its SaaS reporting unit as of March 1, 2026. Fair value was determined using a combination of the income approach and the market approach. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate, as well as a terminal value. Under the market approach, fair value is determined based on valuation multiples of comparable publicly traded companies. In order to corroborate the concluded fair value of the SaaS reporting unit, the Company compared the aggregate estimated fair values of both reporting units to the Company’s market capitalization to calculate an implied control premium. The Company determined that the implied control premium was reasonable when compared to recent market transactions in similar industries. Determining the fair value of a reporting unit requires the use of estimates and assumptions about revenue, operating margins, growth rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and market data. These factors involve inherent uncertainties and rely on management’s judgment in their determination. Although management believes the assumptions used in the impairment test are reasonable, changes in these key assumptions could result in a future impairment which could have a material effect on the Company's consolidated financial statements.

Based on the results of the March 1, 2026 quantitative analysis, the estimated fair value of the SaaS reporting unit exceeded its carrying value by 25%. As a result, no goodwill impairment charge was recorded for the three months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, the Company had goodwill of $253.8 million, all of which was attributable to the SaaS reporting unit.

Intangible Assets

The following tables set forth the details of the Company's intangible assets as of March 31, 2026 and December 31, 2025:


	As of March 31, 2026
(in thousands)	Gross		Accumulated Amortization		Net		Weighted Average Remaining Amortization Period in Years
Client relationships	$	318,880	$	(298,859)	$	20,021	6.5
Trademarks and domain names	91,677		(87,227)		4,450		6.3
Total intangible assets	$	410,557	$	(386,086)	$	24,471	6.5


	As of December 31, 2025
(in thousands)	Gross		Accumulated Amortization		Net		Weighted Average Remaining Amortization Period in Years
Client relationships	$	316,423	$	(295,226)	$	21,197	6.7
Trademarks and domain names	91,079		(86,347)		4,732		6.7
Total intangible assets	$	407,502	$	(381,573)	$	25,929	6.7

Amortization expense for intangible assets for the three months ended March 31, 2026 and 2025 was $1.5 million and $2.3 million, respectively.

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


(in thousands)	Estimated Future Amortization Expense
2026 (remaining)	$	4,449
2027	4,585
2028	4,215
2029	3,762
2030	3,325
Thereafter	4,135
Total	$	24,471

In connection with the goodwill impairment assessment noted above, the Company performed an impairment assessment during the three months ended March 31, 2026 on its intangible assets and other long-lived assets. Based on the Company’s analysis, the carrying values of the Company’s definite-lived intangible assets and other long-lived assets were determined to be recoverable, and no impairment was recognized. Accordingly, no impairment charges related to intangible assets were recorded during the three months ended March 31, 2026 or 2025.

Note 5 Allowance for Credit Losses

The following table sets forth the Company's allowance for credit losses for the three months ended March 31, 2026 and 2025:


(in thousands)	2026		2025
Balance as of January 1	$	13,832	$	13,080

Additions (1)	3,371		3,770
Deductions (2)	(2,820)		(3,673)
Balance as of March 31 (3)	$	14,383	$	13,177

(1) For the three months ended March 31, 2026 and 2025, the Company recorded a provision for credit losses of $3.4 million and $3.8 million, respectively, which is included in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).

(2) For the three months ended March 31, 2026 and 2025, the deductions represent amounts written off as uncollectible, net of recoveries.

(3) As of March 31, 2026, $14.4 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. As of March 31, 2025, $13.1 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 6 Accrued Liabilities

Accrued liabilities consisted of the following amounts:


(in thousands)	March 31, 2026		December 31, 2025
Accrued salaries and related expenses	$	36,776	$	50,241
Accrued customer payments and service credits	8,945		10,191
Accrued traffic acquisition costs	6,595		8,112
Accrued taxes	14,704		5,456
Other accrued expenses	17,205		17,246
Accrued liabilities	$	84,225	$	91,246

Note 7 Debt Obligations

The following table sets forth the Company's outstanding debt obligations as of March 31, 2026 and December 31, 2025:


(in thousands)	Maturity	Interest Rate		March 31, 2026		December 31, 2025
Term Loan	May 1, 2029	SOFR +	6.75%	$	236,250	$	236,250

ABL Facility	May 1, 2028	SOFR +	2.50% - 2.75%	29,534		25,120

Unamortized original issue discount and debt issuance costs				(7,221)		(7,883)
Total debt obligations				$	258,563	$	253,487
Current portion of Term Loan				(26,250)		(17,500)
Total long-term debt obligations				$	232,313	$	235,987

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 March 31, 2026, 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, 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 $8.8 million of prepayments made through March 31, 2026, the Company's mandatory amortization payments for the next 12 months total $26.3 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.

Third-party fees of $4.2 million associated with the Term Loan were deferred as debt issuance costs and are amortized to interest expense, over the term of the Term Loan, using the effective interest method. Additionally, the remaining unamortized debt issuance costs associated with the Prior Term Loan of $2.4 million were deferred as debt issuance costs and are 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 March 31, 2026 and December 31, 2025, respectively, which is included in Other current liabilities on the 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 March 31, 2026, 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 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.

Total third-party fees and lender fees of $1.3 million associated with the ABL Facility were deferred as debt issuance costs and are amortized as interest expense over the term of the ABL Facility.

As of March 31, 2026 and December 31, 2025, the Company had debt issuance costs with a remaining balance of $0.7 million and $0.7 million, respectively, that are included in Other assets on the Consolidated Balance Sheets.

The amount of borrowings permitted at any time under the ABL Facility is limited to a periodic borrowing base valuation of, among other things, our accounts receivables. In addition, we are required to maintain a minimum “Excess Availability” (as defined in the ABL Credit Agreement) of at least $8.5 million at all times. As of March 31, 2026, the Company had a borrowing base of $14.2 million and available borrowing capacity of approximately $5.7 million.

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 March 31, 2026, 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 8 Pensions

The Company sponsors one non-contributory qualified defined benefit pension plan and two non-qualified 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 March 31,
(in thousands)	2026		2025
Interest cost	$	3,736	$	4,732
Expected return on assets	(3,391)		(3,964)


Net periodic pension cost	$	345	$	768

The three months ended March 31, 2025 includes activity related to the YP Holdings LLC Pension Plan, a frozen qualified defined benefit pension plan that was terminated during the quarter ended December 31, 2025.

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 months ended March 31, 2026, the Company made $0.4 million of contributions to the qualified plan and contributions and associated payments of $0.1 million to the non-qualified plans. During the three months ended March 31, 2025, the Company made no cash contributions to the qualified plans, and contributions and associated payments of $0.1 million to the non-qualified plans.

For fiscal year 2026, the Company expects to contribute approximately $5.4 million to the qualified plan and approximately $0.5 million to the non-qualified plans.

Note 9 Stock-Based Compensation and Stockholders' Equity

Stock-Based Compensation Expense

The following table summarizes the amounts recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) during the periods presented related to stock-based compensation expense:


	Three Months Ended March 31,
(in thousands)	2026		2025
Cost of services	$	68	$	154
Sales and marketing	624		1,809
Research and development	627		467
General and administrative	3,431		5,307
Stock-based compensation expense	$	4,750	$	7,737

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


	Three Months Ended March 31,
(in thousands)	2026		2025
RSUs	$	2,813	$	2,983
PSUs	1,711		4,516

ESPP	226		238
Stock-based compensation expense	$	4,750	$	7,737

Restricted Stock Units

The following table summarizes the Company's restricted stock unit (“RSU”) activity during the three months ended March 31, 2026:


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

Nonvested balance as of December 31, 2025	1,385,455	$	16.03
Granted	1,635,707	$	5.81
Vested	(560,560)	$	16.97
Forfeited	(62,542)	$	12.55
Nonvested balance as of March 31, 2026	2,398,060	$	8.93

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 March 31, 2026, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was approximately $18.4 million and is expected to be recognized over a weighted-average period of 2.33 years.

During the three months ended March 31, 2026, the Company issued an aggregate of 561,518 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 summarizes the Company's performance-based restricted stock unit (“PSU”) activity during the three months ended March 31, 2026:


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

Nonvested balance as of December 31, 2025	1,354,587	$	17.87
Granted	1,084,335	$	6.00
Vested	(362,418)	$	21.46

Nonvested balance as of March 31, 2026	2,076,504	$	11.04

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 over the service period of the awards, which is generally the vesting term of three years. The 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 over the service period of the awards, which is generally the vesting term of three years. As of March 31, 2026, the nonvested balance of PSUs that vest based on performance and market conditions was 830,602 and 1,245,902 shares, respectively.

As of March 31, 2026, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was approximately $13.1 million and is expected to be recognized over a weighted-average period of 2.10 years.

During the three months ended March 31, 2026, the Company issued an aggregate of 306,869 shares of common stock to employees upon the vesting of PSUs previously granted under the 2020 Plan.

Stock Options

As of March 31, 2026, 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.

Employee Stock Purchase Plan

During the three months ended March 31, 2026 and 2025, the Company issued no shares through the Employee Stock Purchase Plan (“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.

As of March 31, 2026, 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. The Company's ability to repurchase shares in the future is limited by certain conditions set forth in the ABL Credit Agreement.

Note 10 Earnings per Share

The following tables present the calculations of basic and diluted loss per share for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2026		2025
Basic net income (loss) per share:
Net income (loss)	$	4,542	$	(9,618)
Weighted-average basic shares outstanding	44,207,794		43,412,366
Basic net income (loss) per share	$	0.10	$	(0.22)


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2026		2025
Diluted net income (loss) per share:
Net income (loss)	$	4,542	$	(9,618)
Weighted-average basic shares outstanding	44,207,794		43,412,366
Plus: Common stock equivalents associated with stock-based compensation	1,038,692		—
Weighted-average diluted shares outstanding	45,246,486		43,412,366
Diluted net income (loss) per share	$	0.10	$	(0.22)

The computation of weighted-average diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026	2025
Outstanding RSUs	715,486	1,516,494
Outstanding PSUs	433,290	1,607,551
Outstanding stock options	2,123,049	2,430,369
Outstanding ESPP shares	418,782	108,062

Note 11 Income Taxes

The Company’s effective tax rate (“ETR”) was 410.8% for the three months ended March 31, 2026 and 23.0% for the three months ended March 31, 2025. 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, changes in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions.

As of March 31, 2026 and December 31, 2025, the amount of unrecognized tax benefits was $4.4 million and $18.8 million, respectively, excluding interest and penalties, that if recognized, would impact the effective tax rate. As of March 31, 2026 and December 31, 2025, the Company had $1.4 million and $13.6 million, respectively, recorded for interest on the Consolidated Balance Sheets. The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. During the three months ended March 31, 2026, the Company received notices of tax due and/or notices of intent to levy for tax years 2012 through 2015. The Company sent a response to the IRS requesting a Collection Due Process or Equivalent Hearing in order to review the amounts assessed and request a payment plan. Due to the receipt of these notices, $29.1 million that was previously recognized as an uncertain tax position liability has been reclassified to income taxes payable, consisting of $10.9 million reflected in Accrued liabilities and $18.2 million reflected in Other liabilities as of March 31, 2026. The Company has not received a response from the IRS and has estimated a 24 month payment plan with payments commencing in July 2026. See Note 12, Contingent Liabilities.

Note 12 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, 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 our results of operations, financial condition, or cash flows.

Legal costs, including expenses and fees related to outside counsel, are expensed as incurred.

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.

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. The Draft Settlement resulted 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.

As of December 31, 2025, the Company had reserved $30.4 million in connection with the Section 199 disallowance. During the three months ended March 31, 2026, the Company received notices of tax due and/or notices of intent to levy for tax years 2012 through 2015. The Company sent a response to the IRS requesting a Collection Due Process or Equivalent Hearing in order to review the amounts assessed and request a payment plan. Due to the receipt of these notices, $29.1 million that was previously recognized as an uncertain tax position liability has been reclassified to income taxes payable, consisting of $10.9 million reflected in Accrued liabilities and $18.2 million reflected in Other liabilities as of March 31, 2026. The Company has not received a response from the IRS and has estimated a 24 month payment plan with payments commencing in July 2026.

Note 13 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 three months ended March 31, 2026 and 2025:


	Accumulated Other Comprehensive Loss
(in thousands)	2026		2025
Balance as of January 1	$	(15,511)	$	(14,941)
Foreign currency translation adjustment, net of tax expense of $0.0 million and $0.0 million, respectively	(395)		(187)
Balance as of March 31	$	(15,906)	$	(15,128)

Note 14 Segment Information

The Company's chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates performance of the reportable segments based on Segment Adjusted EBITDA, which is the primary measure of segment profitability. The CODM monitors actual versus forecasted 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.

Asset information by segment is not regularly provided to the CODM and, therefore, such information is not presented.

The following tables summarize the operating results of the Company's reportable segments. The segment expense categories shown align with the segment-level information that is regularly provided to the CODM. Segment cost of services, Segment sales and marketing, Segment research and development, and Segment general and administrative expenses presented below exclude the allocation of depreciation and amortization expense, stock-based compensation expense, restructuring and integration expenses, transaction costs and other expenses, since these amounts are not reflected in the primary measure of segment profitability.


	Three Months Ended March 31, 2026
(in thousands)	SaaS		Marketing Services		Total
Segment revenue	$	116,738	$	50,946	$	167,684
Less:
Segment cost of services	38,562		16,210		54,772
Segment sales and marketing	33,435		11,360		44,795
Segment research and development	10,363		—		10,363
Segment general and administrative	23,562		10,128		33,690
Segment Adjusted EBITDA	$	10,816	$	13,248	$	24,064


	Three Months Ended March 31, 2025
(in thousands)	SaaS		Marketing Services		Total
Segment revenue	$	111,129	$	70,242	$	181,371
Less:
Segment cost of services	29,676		28,028		57,704
Segment sales and marketing	36,777		17,470		54,247
Segment research and development	9,023		—		9,023
Segment general and administrative	24,838		14,658		39,496
Segment Adjusted EBITDA	$	10,815	$	10,086	$	20,901

A reconciliation of the Company’s Loss before income tax benefit to total Segment Adjusted EBITDA is as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Loss before income tax benefit	$	(1,461)	$	(12,483)
Interest expense	6,607		9,073
Depreciation and amortization expense	9,166		11,516
Stock-based compensation expense	4,750		7,737
Restructuring and integration expenses	6,090		4,682
Net periodic pension cost	345		768

Other	(1,433)		(392)
Total Segment Adjusted EBITDA	$	24,064	$	20,901

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


	Three Months Ended March 31,
(in thousands)	2026		2025
SaaS	$	116,738	$	111,129
Marketing Services
Print	33,586		37,711
Digital	17,360		32,531
Total Marketing Services	50,946		70,242
Revenue	$	167,684	$	181,371

The following table summarizes the Company's Revenue by geographic region, based on the location of the customer, for the periods indicated:


	Three Months Ended March 31,
(in thousands)	2026		2025
United States	$	136,706	$	146,113
International	30,978		35,258
Revenue	$	167,684	$	181,371

Revenue from customers located in Australia was approximately 15.3% and 15.8% of total revenue for the three months ended March 31, 2026 and 2025, respectively. No other individual foreign country contributed more than 10% of total revenue for the three months ended March 31, 2026 and 2025.

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 2025 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 a software-led platform company focused on enabling small and medium-sized businesses (“SMBs”) to run and grow their businesses more efficiently. Our strategy is centered on delivering a unified, extensible SaaS platform that supports customer acquisition, engagement, operations, and retention across the SMB lifecycle.

Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. In 2026, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service models to facilitate remote working and virtual interactions.

We serve approximately 220,000 SMB clients globally through two business segments: SaaS and Marketing Services.

SaaS

Our SaaS segment generated $116.7 million and $111.1 million of consolidated revenues for the three months ended March 31, 2026 and 2025, respectively.

Core Platform Offerings. The core offerings of our Thryv Platform include Thryv Marketing Center and Keap®. Thryv Marketing Center contains everything an SMB owner needs to effectively market and grow their business, including easy to understand, artificial intelligence (“AI”) driven analytics and lead attribution that help them understand which marketing efforts are delivering results. Keap® is our customer relationship management (“CRM”) and automation engine that helps SMBs efficiently grow by automating repetitive tasks, campaigns, and processes, using automation tools and AI.

Extensions. The Thryv Platform supports extensions and integrations that allow customers to tailor the platform to their specific business needs. Our extension offerings include Thryv Leads®, growth packages, SEO tools, and website creation and management tools. These optional platform 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.

Payment Solutions. 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-based businesses that want to provide consumers with safe, contactless, and fast online payment options.

Supporting Software Solutions. We offer supporting software solutions, including Thryv Business Center, that seamlessly integrate with our core platform offerings, providing customers with enhanced functionality and additional features.

Professional Services. We offer implementation, training, and consulting services to help customers maximize value from our platform, including onboarding and implementation, a year-one Customer Success Manager, and Thryv Success Services, which includes listing refresh services, strategic content creation, and ongoing strategic consulting.

Marketing Services

Our Marketing Services segment provides both print and digital solutions and generated $50.9 million and $70.2 million of consolidated revenues for the three months ended March 31, 2026 and 2025, respectively.

Our Marketing Services offerings include our owned and operated Print Yellow Pages, which carry the “The Real Yellow Pages” tagline, our proprietary Internet Yellow Pages, known by the Yellowpages.com, Superpages.com, and Dexknows.com URLs. Our Search Engine Marketing solutions deliver business leads through increased traffic to clients’ websites from major engines and directories by increasing visibility and search engine results pages through paid advertising. Additionally, we offer other digital media solutions including online display and social advertising and search engine optimization tools.

During the year ended December 31, 2024, we made a strategic decision to terminate our Marketing Services solutions by the end of 2028.

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 for customers to the Thryv Platform by initiating upgrades for clients outside of the sales process at no additional base cost to these clients at the time of upgrade. The cost of bringing these clients into SaaS products is generally lower than the cost of acquiring a new SaaS customer or selling a SaaS product to an existing Marketing Services customer because the Company does not pay commissions to sales personnel for upgrades that Thryv initiates for customers outside of the sales process.

During the twelve months ended March 31, 2026, we converted approximately 8,000 clients with Digital marketing services products to our Thryv Platform who were not already SaaS clients at the time of conversion. As of March 31, 2026, approximately 6,000 of these clients remained as SaaS clients. The conversion of these Marketing Services clients increased SaaS revenue by $3.3 million during the three months ended March 31, 2026.

Additionally, during the twelve months ended March 31, 2026, we converted Digital marketing services products to our Thryv Platform for approximately 10,000 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 $2.8 million during the three months ended March 31, 2026.

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 provide valuable upgrades from Digital marketing services to our Thryv Platform and that converted clients are likely to subscribe to 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 the three months ended March 31, 2026, 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.

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, 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 our current Marketing Services clients and our existing SaaS client base, offering them 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. 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.

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. 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., with the majority on a 24-month publication cycle. 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 March 31,
(in thousands)	2026	2025
Clients
Marketing Services (1)	161	219
SaaS (2)	96	111
Total (3)	220	281

(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 58 thousand, or 26%, as of March 31, 2026 as compared to March 31, 2025. This decrease was related to the secular decline in the print media industry and significant competition in the digital media space, from focusing on offering our SaaS solutions to our current Marketing Services clients, including by initiating conversions of our Digital marketing services products to SaaS products for clients.

SaaS clients decreased by 15 thousand, or 14%, as of March 31, 2026 as compared to March 31, 2025, due to the Company's sales strategy shifting to focus on growing the spend of existing clients with less emphasis on new client acquisition.

Total clients decreased by 61 thousand, or 22%, as of March 31, 2026 as compared to March 31, 2025. 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 and the more recent focus on growing SaaS client spend and reduced emphasis on client 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 March 31,
	2026		2025
ARPU (Monthly)
Marketing Services	$	101	$	111
SaaS	$	378	$	335

Monthly ARPU for Marketing Services decreased by $10, or 9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. 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, 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 $43, or 13%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven by the sale of additional SaaS offerings to existing SaaS clients, the growth of the average spend of new SaaS clients, and price increases implemented in the second quarter of 2025. 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. Seasoned NRR is calculated by dividing the revenue of all clients that have had one or more SaaS offerings for at least two years by the same clients' revenue one year ago. For each reporting quarter, the weighted-average monthly NRR from all the months in the quarter are reported. The Seasoned NRR calculation excludes clients acquired in the acquisition of Keap.


	Three Months Ended March 31,
	2026		2025
Seasoned NRR	93	%	99	%

Seasoned NRR decreased from 99% for the three months ended March 31, 2025 to 93% for the three months ended March 31, 2026. The decrease in Seasoned NRR resulted primarily from a decrease in revenue associated with downgrades and cancellations by clients of SaaS products held for at least two years outpacing the combination of Thryv up-selling clients who had a SaaS product for at least two years and Thryv's conversion of marketing services products for clients who, at the time of conversion, already had at least one SaaS product for at least two years.

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.

Research and Development

Research and development expense consists primarily of base salaries, stock-based compensation, and other expenses incurred by personnel within the product development and product management departments. Additionally, Research and development expense includes third-party contractor expenses and allocated overhead costs which includes depreciation of fixed assets and amortization associated with 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 includes 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) benefit, and other income, which includes foreign currency-related income and expense.

Results of Operations

Consolidated Results of Operations

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


	Three Months Ended March 31,
	2026					2025
	(unaudited)					(unaudited)
(dollars in thousands)	Amount			% of Revenue		Amount			% of Revenue
Revenue	$	167,684		100	%	$	181,371		100	%
Cost of services	58,428			34.8	%	62,083			34.2	%
Gross profit	109,256			65.2	%	119,288			65.8	%

Operating expenses:
Sales and marketing	47,948			28.6	%	59,842			33.0	%
Research and development	11,431			6.8	%	10,209			5.6	%
General and administrative	45,819			27.3	%	52,271			28.8	%

Total operating expenses	105,198			62.7	%	122,322			67.4	%

Operating income (loss)	4,058			2.4	%	(3,034)			1.7	%

Other income (expense):
Interest expense	(6,607)			3.9	%	(9,073)			5.0	%

Net periodic pension cost	(345)			0.2	%	(768)			0.4	%
Other income	1,433			0.9	%	392			0.2	%
Loss before income tax benefit	(1,461)			0.9	%	(12,483)			6.9	%
Income tax benefit	6,003			3.6	%	2,865			1.6	%
Net income (loss)	$	4,542		2.7	%	$	(9,618)		5.3	%
Other financial data:
Adjusted EBITDA (1)	$	24,064		14.4	%	$	20,901		11.5	%
Adjusted Gross Profit (2)	$	112,908				$	123,667
Adjusted Gross Margin (3)	67.3		%			68.2		%

(1) 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.

(2) 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.

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

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Revenue

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


	Three Months Ended March 31,				Change
	2026		2025		Amount		%
(dollars in thousands)	(unaudited)
SaaS	$	116,738	$	111,129	$	5,609	5.0	%
Marketing Services	50,946		70,242		(19,296)		(27.5)	%
Revenue	$	167,684	$	181,371	$	(13,687)	(7.5)	%

Revenue decreased by $13.7 million, or 7.5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was driven by a decrease in Marketing Services revenue of $19.3 million, partially offset by an increase in SaaS revenue of $5.6 million.

SaaS Revenue

SaaS revenue increased by $5.6 million, or 5.0%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily attributable to new sales, client expansion, and the Company’s conversion of clients from its Digital marketing services solutions to its SaaS offerings. Of the $5.6 million SaaS revenue increase, the conversion of Digital marketing services products for clients to SaaS products during the first three months of 2026 contributed $0.3 million and new sales and client expansion during the first three months of 2026 contributed $3.2 million. Finally, SaaS revenue increased $2.1 million due to net revenue changes associated with products sold or converted prior to January 1, 2026.

Marketing Services Revenue

Marketing Services revenue decreased by $19.3 million, or 27.5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Print revenue decreased by $4.1 million, or 10.9%, to $33.6 million for the three months ended March 31, 2026 compared to $37.7 million for the three months ended March 31, 2025. The decrease in Print revenue was primarily driven by the continued secular decline in U.S. and international industry demand for Print services, partially offset 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.

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 2026. 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 three months ended March 31, 2026 compared to the three months ended March 31, 2025.

During the fourth quarter of 2024, we began to transition our U.S. directories from 18-month publication cycles to 24-month publication cycles. 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 22% per directory published during the three months ended March 31, 2026 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 35% compared to the last time the directory was published. The net impact on revenue per published directory was a 13% decline for the directories published during the three months ended March 31, 2026. This net decline per directory was the result of the secular decline in industry demand for Print services.

Digital revenue decreased by $15.2 million, or 46.6%, to $17.4 million for the three months ended March 31, 2026 compared to $32.5 million for the three months ended March 31, 2025. 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 March 31, 2026, Thryv's conversion of Digital marketing services products for clients to SaaS offerings prior to January 1, 2026 reduced Marketing Services revenue by $5.8 million, and Thryv's conversion of Digital marketing services products to SaaS products since January 1, 2026 reduced Marketing Services revenues by an additional $0.3 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 March 31, 2026, the continued trending decline and significant competition resulted in a $9.1 million decrease in Digital revenue.

Cost of Services

Cost of services decreased by $3.7 million, or 5.9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily driven by a corresponding decline in revenue and strategic cost saving initiatives. Specifically, we reduced contract services expense by $3.9 million, employee-related expenses by $1.6 million, and printing and distribution costs by $0.8 million. Additionally, depreciation and amortization expense decreased by $0.6 million due to the accelerated amortization method used by the Company. These decreases were partially offset by an increase in traffic expenses of $2.9 million.

Gross Profit

Gross profit decreased by $10.0 million, or 8.4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. 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.

Our gross margin decreased to 65.2% for the three months ended March 31, 2026 compared to 65.8% for the three months ended March 31, 2025. Gross margin from our SaaS segment decreased to 64.8% for the three months ended March 31, 2026, compared to 70.9% for the three months ended March 31, 2025. Gross margin from our Marketing Services segment increased to 66.0% for the three months ended March 31, 2026, compared to 57.7% for the three months ended March 31, 2025. The decrease in SaaS gross margin and the increase in Marketing Services gross margin was primarily due to the conversion of Digital marketing services solutions to our Thryv Platform throughout 2025 and 2026 that carry lower margins than our existing SaaS products and were converted by Thryv at no additional base cost at the time of conversion.

Operating Expenses

Sales and Marketing

Sales and marketing expense decreased by $11.9 million, or 19.9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to a decrease in sales commissions of $4.3 million, a decrease in employee-related expenses of $3.2 million, a decrease in marketing and advertising expenses of $1.5 million, a decrease in stock-based compensation expense of $1.2 million, and a decrease in depreciation and amortization expense of $0.9 million due to the accelerated amortization method used by the Company.

Research and Development

Research and development expense increased by $1.2 million, or 11.9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily due to an increase in contract services expense of $1.1 million.

General and Administrative

General and administrative expense decreased by $6.5 million, or 12.3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily attributable to a decrease in employee-related expenses of $2.2 million, a decrease in stock-based compensation expense of $1.9 million, a decrease in software expense of $1.1 million, and a decrease in depreciation and amortization expense of $0.5 million due to the accelerated amortization method used by the Company. These decreases were partially offset by an increase in restructuring and integration expenses of $1.4 million, primarily driven by an increase in post-acquisition and integration expenses of $1.0 million.

Other Income (Expense)

Interest Expense

Interest expense decreased by $2.5 million, or 27.2%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven primarily by lower outstanding debt balances.

Net Periodic Pension Cost

Net periodic pension cost decreased by $0.4 million for the three months ended March 31, 2026. This decrease was primarily due to decrease in interest cost of $1.0 million, partially offset a decrease in expected return on plan assets of $0.6 million.

Other Income

Other income increased by $1.0 million for the three months ended March 31, 2026 due to an increase in foreign-currency related gain.

Income Tax Benefit

The Company's effective tax rate (“ETR”) was 410.8% and 23.0% for the three months ended March 31, 2026 and 2025, 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, changes 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 $3.2 million, or 15.1%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase in Adjusted EBITDA was primarily attributable to our Marketing Services segment as a result of cost savings initiatives. 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 (“GAAP”). 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 (benefit), 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 March 31,
(in thousands)	2026		2025
Reconciliation of Adjusted EBITDA
Net income (loss)	$	4,542	$	(9,618)
Interest expense	6,607		9,073
Depreciation and amortization expense	9,166		11,516
Stock-based compensation expense	4,750		7,737
Restructuring and integration expenses (1)	6,090		4,682
Income tax benefit	(6,003)		(2,865)

Net periodic pension cost (2)	345		768


Other (3)	(1,433)		(392)
Adjusted EBITDA	$	24,064	$	20,901

(1)See the table below for detail of Restructuring and integration expenses for the three months ended March 31, 2026 and 2025.

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

(3)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 March 31,
Reconciliation of Restructuring and integration expenses	2026		2025
Abandoned facility costs (a)	$	384	$	1,136
Severance charges (b)	2,276		1,904
Post-acquisition and integration expenses (c)	2,016		1,036
Tax, accounting, and legal fees (d)	1,414		606
Total Restructuring and integration expenses	$	6,090	$	4,682

(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 during the periods presented were for our prior corporate headquarters, which ended on December 31, 2025 and was not 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 months ended March 31, 2026 and 2025 were related to our legacy Marketing Services employees and our shift from Marketing Services activities, as well as activities to right-size our workforce following the acquisition of Keap.

(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 may create a lack of comparability between periods.

(d)These costs consist of legal expenses related to legal cases inherited from acquisitions or resulting from integration efforts, as well as accounting and tax fees related to acquisitions.

The following is a reconciliation of Adjusted Gross Profit and Adjusted Gross Margin to their most directly comparable GAAP measures, Gross profit and Gross margin:


	Three Months Ended March 31, 2026
(in thousands)	SaaS			Marketing Services			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	75,632		$	33,624		$	109,256
Plus:
Depreciation and amortization expense	2,497			1,087			3,584
Stock-based compensation expense	47			21			68
Adjusted Gross Profit	$	78,176		$	34,732		$	112,908
Gross margin	64.8		%	66.0		%	65.2		%
Adjusted Gross Margin	67.0		%	68.2		%	67.3		%


	Three Months Ended March 31, 2025
(in thousands)	SaaS			Marketing Services			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	78,770		$	40,518		$	119,288
Plus:
Depreciation and amortization expense	2,598			1,627			4,225
Stock-based compensation expense	84			70			154
Adjusted Gross Profit	$	81,452		$	42,215		$	123,667
Gross margin	70.9		%	57.7		%	65.8		%
Adjusted Gross Margin	73.3		%	60.1		%	68.2		%

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.

For a discussion on contingent obligations, see Note 12, Contingent Liabilities, to our consolidated financial statements included in Part I, Item 1 in this Quarterly Report.

Material Cash Requirements

As of March 31, 2026, there have been no material changes to our material cash requirements from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Material Cash Requirements” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Sources and Uses of Cash

The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated:


	Three Months Ended March 31,
	2026		2025		Change
(in thousands)	(unaudited)
Cash flows provided by (used in):
Operating activities	$	1,473	$	(10,481)	$	11,954
Investing activities	(6,926)		(7,228)		302
Financing activities	2,577		12,279		(9,702)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	80		124		(44)
Decrease in cash, cash equivalents and restricted cash	$	(2,796)	$	(5,306)	$	2,510

Cash Flows from Operating Activities

Net cash from operating activities increased by $12.0 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily due to changes in working capital, particularly accounts payable and accrued liabilities, which was primarily impacted by the timing of payments. Additionally, the increase was due to lower interest payments of $1.4 million as a result of lower debt balances, and an income tax refund of $5.6 million during the three months ended March 31, 2026, compared to an income tax payment of $1.9 million during the three months ended March 31, 2025.

Cash Flows from Investing Activities

Net cash used in investing activities decreased by $0.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 as a result of fewer additions to fixed assets and capitalized software.

Cash Flows from Financing Activities

Net cash provided by financing activities decreased by $9.7 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily due to net proceeds received of $4.4 million on the Company's ABL Facility during the three months ended March 31, 2026, compared to net proceeds received of $13.9 million during the three months ended March 31, 2025. Additionally, during the three months ended March 31, 2026, the Company made principal payments on finance lease obligations of $0.2 million, while no payments were made during the three months ended March 31, 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 March 31, 2026. We had total recorded debt outstanding of $258.6 million (net of $7.2 million of unamortized original issue discount (“OID”) and debt issuance costs) at March 31, 2026, which was comprised of amounts outstanding under the Term Loan of $236.3 million and ABL Facility of $29.5 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 2025 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 March 31, 2026, we had total recorded debt outstanding of $258.6 million (net of $7.2 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 $29.5 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 $2.7 million annually, based on the debt outstanding at March 31, 2026.

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 March 31, 2026.

Changes in Internal Control over Financial Reporting

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 March 31, 2026 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 12, Contingent Liabilities” and is incorporated by reference into Part II of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Except as set forth below, 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, 2025.

We have recorded impairment charges in the past and may record impairment charges in the future.

We are required, at least annually, or as facts and circumstances warrant, to test goodwill to determine if impairment has occurred. We are also required to test certain other assets for impairment as facts and circumstances warrant. Impairment may result from any number of factors, including adverse changes in assumptions used for valuation purposes, such as sales, operating margins, growth rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data or other factors. If the testing indicates that impairment has occurred, we are required to record a non-cash impairment charge.

During the three months ended March 31, 2026, we determined that a triggering event occurred as a result of sustained declines in our market capitalization due to a decrease in our stock price. As a result, we performed a quantitative goodwill impairment test of the SaaS reporting unit as of March 1, 2026, which indicated that the estimated fair value of the SaaS reporting unit exceeded its carrying value. As a result, no goodwill impairment charges were recorded for the three months ended March 31, 2026. As of March 31, 2026, we had $253.8 million of goodwill remaining, all of which related to the SaaS reporting unit. Future declines in our stock price or negative macroeconomic or industry trends could result in additional goodwill impairment charges in future periods which could have a material adverse effect on our results of operations and stock price.

The amount of borrowings permitted under our ABL Facility may fluctuate, which may adversely affect our liquidity, results of operations and financial position.

The amount of borrowings permitted at any time under our ABL Facility is limited to a periodic borrowing base valuation of, among other things, our accounts receivables. In addition, we are required to maintain a minimum “Excess Availability” (as defined in the ABL Credit Agreement) of at least $8.5 million at all times. Furthermore, the assets comprising our borrowing base consist exclusively of assets of our Marketing Services segment, which is in secular decline and is expected to be terminated by the end of 2028.

As a result, our access to borrowings under our ABL Facility is potentially subject to fluctuations depending on the value of the borrowing base eligible assets as of any measurement date, subject to a customary discretionary right of the administrative agent under our ABL Facility to establish reserves in respect of such borrowing base value under certain circumstances. Our inability to borrow at current advance rates or at all under, or the early termination of, our ABL Facility may adversely affect our liquidity, results of operations and financial position.

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

None.

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 Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K) during the three months ended March 31, 2026.

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 March 31, 2026, 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.

April 30, 2026	By:	/s/ Joseph A. Walsh
		Joseph A. Walsh Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)


April 30, 2026	By:	/s/ Paul D. Rouse
		Paul D. Rouse Chief Financial Officer, Executive Vice President and Treasurer
		(Principal Financial Officer)