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What changed in Thryv Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Thryv Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+423 added−444 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Thryv Holdings, Inc.'s 2025 10-K

423 paragraphs added · 444 removed · 335 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

64 edited+27 added−36 removed22 unchanged
Biggest changeKeap offers the following: ◦ CRM: Manage contacts, notes, tags, and custom fields—all in one place. 5 ◦ Sales and Marketing Automations: Use Keap's Automation Builder to streamline repetitive tasks like lead follow-up, re-engagement campaigns, and gathering customer reviews. ◦ Sales Pipelines: Organize and manage leads with a drag-and-drop interface that triggers emails, quotes, and invoices as leads progress through the pipeline. ◦ Keap Business Line: Keep business and personal communications separate with a free business phone line that works on personal smartphones. ◦ Text Messaging: Send 1:1 texts or broadcast messages to a customer base with ease. ◦ Payments and Invoicing: Convert quotes to invoices in just a few clicks and add “pay now” buttons to emails and texts for faster payments. ◦ Landing Pages: Create and test new sales offers with landing pages in minutes—no website needed. ◦ Email Marketing: Send customized newsletters, broadcasts, or 1:1 emails, scheduled or triggered by customer behavior. ◦ AI: Generate professional and persuasive copy in seconds for emails, campaigns, and more using Keap’s generative AI.
Biggest changeManage contacts, notes, tags, and custom fields—all in one place. • Sales and Marketing Automations. Streamline repetitive tasks such as lead follow-up, re-engagement campaigns, and gathering customer reviews using Keap's Automation Builder. • Sales Pipelines. Organize and manage leads with a drag-and-drop interface that triggers emails, quotes, and invoices as leads progress through the pipeline. • Keap Business Line.
We generate IYP revenue by charging SMBs for advertisements and priority placement. ◦ We also offer ESS enabling SMBs to buy advertising on our network of owned and third-party directory websites, including Yelp, Nextdoor, and other popular sites. Our ESS network provides SMB clients expanded access to high-converting traffic at a low cost.
We generate IYP revenue by charging for advertisements and priority placement. We also offer ESS enabling SMBs to buy advertising on our network of owned and third-party directory websites, including Yelp, Nextdoor, and other popular sites. Our ESS network provides SMB clients with expanded access to high-converting traffic at a low cost.
This is one more supportive program to encourage relationship building, positive feedback to teammates and high employee engagement. Recognizing a job well done, no matter how big or small, is key to our team members’ job joy. Our Intellectual Property The protection of our technology and intellectual property is an important component of our success.
This is one more supportive program to encourage relationship building, positive feedback to teammates and high employee engagement. Recognizing a job well done, no matter how big or small, is key to our team members’ job joy. 10 Our Intellectual Property The protection of our technology and intellectual property is an important component of our success.
We leverage our sales force to introduce and expand our SaaS solutions to new prospects and existing Marketing Services clients and converted SaaS clients through in-person, local as well as virtual, and online meetings. SMB demand for SaaS solutions continues to grow as SMBs increase their remote working capabilities and contact-less customer interactions.
We leverage our sales force to introduce and expand our SaaS solutions to new prospects and existing Marketing Services clients and converted SaaS clients through in-person, local, virtual, and online meetings. SMB demand for SaaS solutions continues to grow as SMBs increase their remote working capabilities and contact-less customer interactions.
We maintain a library of high-quality, proprietary communications, including: 11 • product features; • customer FAQ's; • our ideal client profile; • website images and content; • vertical industry templates and taxonomy; • how-to-videos; and • articles, blogs, and guides on using and competing with digital marketing.
We maintain a library of high-quality, proprietary communications, including: • product features; • customer FAQ's; • our ideal client profile; • website images and content; • vertical industry templates and taxonomy; • how-to-videos; and • articles, blogs, and guides on using and competing with digital marketing.
Each year, our product and engineering teams deliver a multitude of strategic platform enhancements, fostering improved functionality, deepening interoperability with cloud-based tools, and unlocking revenue opportunities. These initiatives not only fuel annual recurring revenue growth but also solidify our standing as the premier provider of integrated cloud-based solutions for SMBs, driving sustainable long-term value creation.
Each year, our product and engineering teams deliver strategic platform enhancements, fostering improved functionality, deepening interoperability with cloud-based tools, and unlocking revenue opportunities. These initiatives not only fuel annual recurring revenue growth but also solidify our standing as the premier provider of integrated cloud-based solutions for SMBs, driving sustainable long-term value creation.
These include a robust heat mapping tool to optimize and improve their website and landing pages based on visitor behavior, off-line call tracking phone numbers to track the efficacy of offline media efforts such as lawn signs or post cards.
These include a robust heat mapping tool to optimize and improve their website and landing pages based on visitor behavior and off-line call tracking to track the efficacy of offline media efforts such as lawn signs or post cards.
The program continues into 2025 as we continue to positively support career growth while building a bench of leadership candidates. • Our New Manager Training Program is provided to newly promoted managers to develop and enhance their soft skills in people management.
The program continues into 2026 as we continue to positively support career growth while building a bench of leadership candidates. • Our New Manager Training Program is provided to newly promoted managers to develop and enhance their soft skills in people management.
Courses are focused on elevated employee matters such as Leading with Emotional Intelligence, Mastering the Art of Listening, and Navigating Cross-Cultural Differences. Following completion of the coursework, leaders are invited to attend a Leadership Roundtable to discuss the assigned content and share learnings. • The Career Development Employee Investment Program ( “CDEIP” ).
Courses are focused on elevated employee matters such as Leading with Emotional Intelligence, Mastering the Art of Listening, and Navigating Cross-Cultural Differences. Following completion of the coursework, leaders are invited to attend a Leadership Roundtable to discuss the assigned content and share learnings. • The Career Development Employee Investment Program (“ CDEIP ”).
Leading up to this exit, we have implemented significant operational improvements, including optimizing book formatting, streamlining ad pricing strategies, and extending phone directory contract periods to improve billing cycles and reduce publication costs. These measures are intended to support client retention and maximize value during this transitional phase. As of December 31, 2024, we had approximately 233,000 Marketing Services clients.
Leading up to this exit, we have implemented significant operational improvements, including optimizing book formatting, streamlining ad pricing strategies, and extending phone directory contract periods to improve billing cycles and reduce publication costs. These measures are intended to support client retention and maximize value during this transitional phase. As of December 31, 2025, we had approximately 171,000 Marketing Services clients.
This program aims to set up newly promoted people managers for success while developing a network of colleagues to draw support and counsel. 10 • The Mindful Manager Program is designed to provide people leaders the opportunity to invest in their own development through quarterly online coursework.
This program aims to set up newly promoted managers for success while developing a network of colleagues to draw support and counsel. • The Mindful Manager Program is designed to provide leaders with the opportunity to invest in their own development through quarterly online coursework.
Print marketing solutions through our owned and operated Print Yellow Pages (“ PYPs ”), which carry “ The Real Yellow Pages ” tagline in the U.S. Domestically, we primarily publish PYP titles on a 18 to 24-month publication cycle, with the majority on an 18-month publication cycle.
Our print marketing solutions (“ Print ”) include our owned and operated Print Yellow Pages (“ PYP ”), which carry “ The Real Yellow Pages ” tagline in the U.S. Domestically, we primarily publish PYP titles on an 18 to 24-month publication cycle, with the majority on a 24-month publication cycle.
With 83% of employees enrolled on the platform and 63% of those enrolled actively engaged, the digital well-being platform has contributed meaningfully to our Work From Anywhere approach while creating connections and supporting a healthy lifestyle among our employees. • Talent Development.
With 79% of employees enrolled on the platform and 62% of those enrolled actively engaged, the digital well-being platform has contributed meaningfully to our Work From Anywhere approach while creating connections and supporting a healthy lifestyle among our employees. • Talent Development.
We support these objectives with employee experience and culture initiatives aimed at making the workplace diverse, engaging and inclusive, while providing growth opportunities, internal leadership programs and diversity programs. In addition, we consistently monitor employee engagement through employee engagement studies and monthly surveys. As of December 31, 2024, we had 3,016 employees.
We support these objectives with employee experience and culture initiatives aimed at making the workplace diverse, engaging and inclusive, while providing growth opportunities, internal leadership programs and diversity programs. In addition, we consistently monitor employee engagement through employee engagement studies and monthly surveys. As of December 31, 2025, we had 2,729 employees.
Among our benefit offerings, Virgin Pulse wellness programming has become a key motivator to good health and well-being. It is a user-friendly platform that encourages well-being, safety and performance, by providing friendly team-based competition, self-directed wellness journeys and incentives to build healthy habits and drive collaboration across Thryv.
Among our benefit offerings, Personify wellness programming has become a key motivator of good health and well-being. It is a user-friendly platform that encourages well-being, safety and performance, by providing friendly team-based competitions, self-directed wellness journeys and incentives to build healthy habits and drive collaboration across Thryv.
Our Marketing Services client base continues to serve as an important strategic client acquisition channel for Thryv SaaS, enabling low-cost client acquisition and providing significant potential for higher lifetime client value, particularly as we exit the Marketing Services 7 business by the end of 2028.
Our Marketing Services client base continues to serve as an important strategic client acquisition channel for SaaS, enabling low-cost client acquisition and providing significant potential for higher lifetime client value, particularly as we exit the Marketing Services business.
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 clients with certain Marketing Services products to the Thryv Platform at no additional base cost at the time of upgrade.
Transition of Digital Marketing Services Clients to the Thryv Platform During the fourth quarter of 2023, we made a strategic decision to accelerate the transition of clients with Digital marketing services solutions to our Thryv Platform by converting certain Marketing Services products to the Thryv Platform through upgrades initiated for clients by Thryv outside of the sales process at no additional base cost at the time of upgrade.
Marketing Center connects prospects’ and customers’ digital interactions with the business and synchronizes these activities with the Thryv CRM records. This enables device-level attribution so Thryv’s users know when and where a client found them for proper attribution on what works and what doesn’t; ◦ Enhanced Online Presence .
Marketing Center connects prospects’ and customers’ digital interactions with the business and synchronizes these activities with the Thryv CRM records. This enables device-level attribution, giving Thryv’s users clear insight into when and where a client found them for proper attribution of what works and what doesn’t. • Enhanced Online Presence .
We believe that our cash flow generation and strategic capital allocation will enable us to continue to reduce debt and pursue acquisitions to create value for our stockholders. We will continue to employ a disciplined financial policy that maintains our financial strength and favorable cost structure. Opportunistic Acquisitions to Drive Synergy The Company has experience executing accretive acquisitions.
We believe that our cash flow generation and strategic capital allocation will enable us to continue to reduce debt and pursue acquisitions to create value for our stockholders. We will continue to employ a disciplined financial policy that maintains our financial strength and favorable cost structure.
We prioritize and invest in creating opportunities to help employees grow and build their careers through training and development programs. These include online and on-the-job learning formats. • Our Emerging Leaders Program is designed to help identify and develop future leaders.
We prioritize and invest in creating opportunities to help employees grow and build their careers through training and development programs. These include online and on-the-job learning formats. • Our Emerging Leaders Program is designed to help identify and develop future leaders. Once identified, Emerging Leaders are provided focused leadership and management skill development programs – instructor-led, online and on-the-job.
We believe we are well-positioned to continue this strategy to leverage our platform and scale in our industry. Historically, as a result of our acquisitions, including the recent acquisition of Keap in the fourth quarter of 2024, we have realized significant cost synergies and obtained new clients that also bought our SaaS solutions.
Opportunistic Acquisitions to Drive Synergy The Company has experience executing accretive acquisitions. We believe we are well-positioned to continue this strategy to leverage our platform and scale in our industry. Historically, as a result of our acquisitions, including the October 2024 acquisition of Keap, we have realized significant cost synergies and obtained new clients that also bought our SaaS solutions.
International Growth We continue to expand into international markets, which we view as a large opportunity for growth. We intend to penetrate international markets through acquisition, re-seller agreements, or other commercial arrangements. For example, in 2024, the acquisition of Keap resulted in additional international growth. 8 Our Competition Our industry is highly fragmented, intensely competitive, and constantly evolving.
International Growth We continue to expand into international markets, which we view as a large opportunity for growth. We intend to penetrate international markets through acquisition, re-seller agreements, or other commercial arrangements. For example, in 2024, the acquisition of Keap resulted in additional international growth.
Internationally, we publish PYP and Print White Page titles on 12-month publication cycles in Australia, and 18-month publication cycles in New Zealand. We generate revenue by charging for advertisements placed within these titles. Digital • Internet Yellow Pages.
Internationally, we publish PYP and Print White Page titles on a 12 to 18-month 5 publication cycle in Australia, and an 18-month publication cycle in New Zealand. We generate revenue by charging for advertisements placed within these titles.
Our SEM offerings leverage a mix of in-house and off-the-shelf technology to design ads, generate bids, and deliver reporting to advertisers. We track cost-per-click and cost-per-call metrics for our SMB clients, which gives them insights into the effectiveness of their ad campaigns. • Other Digital Media Solutions .
Search engine marketing (“ SEM ”) solutions deliver business leads from major engines and directories leveraging a mix of in-house and off-the-shelf technology to design ads, generate bids, and deliver reporting to advertisers. We track cost-per-click and cost-per-call metrics for our SMB clients, which gives them insights into the effectiveness of their ad campaigns.
Recently launched to enhance the onboarding experience for all new hires, a global program called “Ready.Set.Thryv!” This program kicks off new hires’ experience with two partial days of valuable information to “immerse” the new hires in our company culture and support their acclimation to Thryv.
This program kicks off new hires’ experience with two partial days of valuable information to “immerse” the new hires in our company culture and support their acclimation to Thryv.
During the first Monday and Tuesday of their experience, we share Thryv’s company history, our robust culture, wide variety of company programs, product learning, expert tips on successful remote work, learning and development opportunities, DEI efforts, introduction to our executive team and more.
During the first Monday and Tuesday of their experience, we share Thryv’s company history, our robust culture, wide variety of company programs, product learning, expert tips on successful remote work, learning and development opportunities, inclusion efforts, introduction to our executive team and more. RST supports a consistent approach to orientation for all new hires around the globe. • Trailblazers Program.
Some examples of our key programs and initiatives intended to attract, develop and retain our diverse workforce include: • Diversity and Inclusion ( “DEI” ) . The Company’s Diversity Council provides a voice for our employees to leadership – to share insights, communicate with leadership, and generate ideas and actions to enhance and impact diversity and inclusion at Thryv.
Some examples of our key programs and initiatives intended to attract, develop and retain our diverse workforce include: • Inclusion . The Company offers a platform for our employees to communicate with leadership – to share insights, generate ideas, and drive actions that promote inclusion at Thryv.
We believe we compete favorably with respect to all these factors and that we are well-positioned as a leading provider of marketing solutions and cloud-based end-to-end customer experience tools to SMBs across the United States. We face competition from other companies that provide marketing solutions and cloud-based SaaS tools to SMBs.
We believe we compete favorably with respect to all these factors and that we are well-positioned as a leading provider of marketing solutions and cloud-based end-to-end customer experience tools to SMBs across the United States. We derive a competitive advantage from our industry experience, sizable sales force, and our Thryv Platform.
Our core values are: • Client Devoted • DONE3 • Act Like You Own the Place • Invest in Our People • Under Promise, Over Deliver • Making Money is a By-Product of Helping People • Think Long-Term; Act with Passion and Integrity • Benefits.
Over the past five years of this program, over 600 employees have been recognized for their excellent demonstration of our core values outlined below: • Client Devoted • DONE3 • Act Like You Own the Place • Invest in Our People • Under Promise, Over Deliver 9 • Making Money is a By-Product of Helping People • Think Long-Term; Act with Passion and Integrity • Benefits.
Continued Cash Flow Generation and Selected Capital Allocation We remain highly focused on methodically managing our assets, maintaining a highly variable cost structure, and building our SaaS business in a way to generate significant cash flow.
Our cost management strategy includes using third-party printers and cost-effective long-term paper, printing, and directory distribution contracts. 7 Continued Cash Flow Generation and Selected Capital Allocation We remain highly focused on methodically managing our assets, maintaining a highly variable cost structure, and building our SaaS business in a way to generate significant cash flow.
Leverage Our Nationwide Scale and Extensive Sales Force We have one of the largest SMB-focused sales forces in the country within the SaaS and marketing solutions space, which we utilize to attract, up sale and manage our clients.
Our nationwide field sales force allows us to have local and virtual interactions with SMB clients, which differentiates us from our competitors. Leverage Our Nationwide Scale and Extensive Sales Force We have one of the largest SMB-focused sales forces in the U.S. within the SaaS and marketing solutions space, which we utilize to attract, upsell, and manage our clients.
Marketing Center includes paid profiles on YP.com, Yelp.com, and other partners, as well as a robust Google Business Profile Optimization service to ensure that the most viewed online profiles for the Marketing Center user stand out from the competition, get noticed, and drive results; ◦ Omni-Channel Paid Campaigns .
Marketing Center includes paid profiles on YP.com, Yelp.com, and other partner sites, as well as a robust Google Business Profile Optimization service. This ensures that the SMB's most viewed online profiles stand out from the competition, get noticed, and drive results. • Marketing Tools . Marketing Center includes additional marketing tools to help users optimize their online marketing efforts.
ThryvPay includes a fully integrated partnership with Wisetack, a consumer lending platform that specializes in service-based lending. This enables consumers of Thryv’s clients to apply for and pay their service providers utilizing financing. Thryv clients enjoy additional revenue by enabling larger purchases with additional convenience. • Thryv Add-Ons.
This enables consumers of Thryv’s clients to apply for and pay their service providers utilizing financing. Thryv clients enjoy additional revenue by enabling larger purchases with additional convenience.
Because the cost of entry into the SaaS space is relatively low, new entrants continue to emerge. Although we believe many of these solutions lack a comprehensive set of features and offer less onboarding and customer support, SMBs may opt for less expensive solutions or a package of solutions provided by less experienced entrants at a lower cost.
Although we believe many of these solutions lack a comprehensive set of features and offer less onboarding and customer support, SMBs may opt for less expensive solutions or a package of solutions provided by less experienced entrants at a lower cost. 8 We face competition from other companies that provide marketing solutions and cloud-based SaaS tools to SMBs.
Government Regulation We are subject to many U.S. federal and state and other foreign laws and regulations, including those related to privacy, data protection, content regulation, intellectual property, consumer protection, rights of publicity, health and safety, employment and labor and taxation.
Government Regulation We are subject to many U.S. federal and state and other foreign laws and regulations, including those related to privacy, data protection, content regulation, intellectual property, consumer protection, rights of publicity, health and safety, employment and labor and taxation. 11 Compliance with government regulations, including environmental regulations, has not had and is not expected to have a material effect upon the capital expenditures, earnings, or competitive position of our company.
We believe we are the only provider to offer this broad network of online directory sites with a single purchase. 3 • Search Engine Marketing. Search engine marketing (“ SEM ”) solutions that deliver business leads from Google, Yahoo!, Bing, Yelp, and other major engines and directories.
We believe we are the only provider to offer this broad network of online directory sites with a single purchase. • Search Engine Marketing and Other Digital Media Solutions.
We compete with single-point solution providers across many features. Many of these products are low-cost and some have been in the market longer than Thryv. • Vertical Solutions. Vertical solutions exist in many categories, including Home Services, Health & Wellness, Animal Services, Professional Services and Educational Services. Competitors have studied these categories and customized their products for the applicable category.
SaaS Competitors In our SaaS business, we believe we compete with three general categories of competitors: • Point Solution Providers. We compete with single-point solution providers across many features. Many of these products are low-cost and some have been in the market longer than Thryv. • Vertical Solutions.
Marketing Center contains everything a small business owner needs to market and grow their business effectively, including easy to understand, AI driven analytics, and lead attribution, helping them understand what marketing is working for them. Marketing Center offers the following: ◦ AutoID .
Thryv Marketing Center includes everything an SMB owner needs to effectively market and grow their business, including easy to understand, AI-driven analytics and lead attribution that help them understand which marketing efforts are delivering results. Thryv Marketing Center offers the following: • AutoID .
Litigation and associated expenses may be necessary to enforce our proprietary rights. Our Use of Technology In Marketing Services, our print directories are published using a customized platform supported by our in-house engineering team. Our IYPs are managed by our in-house engineering team using proprietary software that we build and maintain.
In Marketing Services, our print directories are published using a customized platform supported by our in-house engineering team. Our IYPs are managed by our in-house engineering team using proprietary software that we build and maintain. Other Digital marketing services offerings are fulfilled in-house using third-party cloud-based software.
This is accomplished through targeted engagement by our sales team, and by strategically converting selected legacy clients outside the sales process by initiating upgrades from Marketing Services products to SaaS services at no additional base cost at the time of upgrade, and leveraging our sales team to engage upgraded clients with their new services, thereby improving clients' operational capabilities, integrating them in Thryv's SaaS platform more quickly and at a lower transition cost to the company per client, increasing customer value, and creating opportunities to sell them additional SaaS products in the future.
Additionally, we leverage our sales team to engage upgraded clients with their new services, thereby improving clients' operational capabilities, integrate them in Thryv's SaaS platform more quickly and at a lower transition cost to the company per client, increase customer value, and create opportunities to sell them additional SaaS products in the future.
During 2024, we converted approximately 46,000 clients from our digital Marketing Services to our Thryv Platform. As of December 31, 2024, approximately 38,000 of these clients remained as active SaaS clients.
During 2025, we converted approximately 12,000 clients with Digital marketing services products to our Thryv Platform who were not already SaaS clients at the time of conversion. As of December 31, 2025, approximately 9,000 of these clients remained as active SaaS clients.
During the year ended December 31, 2024, we made the strategic decision to terminate our Marketing Services solutions by the end of 2028. Our cost management strategy includes using third-party printers and cost-effective long-term paper, printing, and directory distribution contracts.
During the year ended December 31, 2024, we made the strategic decision to terminate our Marketing Services solutions by the end of 2028.
Marketing Services Competitors In our Marketing Services business, we compete with numerous national companies that sell marketing campaigns on major national search engines and social media sites and build and host websites. SaaS Competitors In our SaaS business, we believe we compete with three general categories of competitors: • Point Solution Providers.
Our most direct competitors are other all-in-one solutions. Several are priced above our price point or target larger companies with more employees. Marketing Services Competitors In our Marketing Services business, we compete with numerous national companies that sell marketing campaigns on major national search engines and social media sites and build and host websites.
ThryvPay®, is our own branded payment solution that allows users to get paid via credit card and ACH and is tailored to service focused businesses that want to provide consumers safe, contactless, and fast-online payment options. ThryvPay is available to any user of the Thryv Platform, free or paid. ThryvPay offers the following: ◦ Competitive Credit Card Processing Rates .
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.
Other digital Marketing Services offerings are fulfilled in-house using third-party cloud-based software. Our Thryv Platform is comprised of unique integrations and solutions historically built by Thryv or built for Thryv, and to Thryv’s specifications. Recently, we augmented the Thryv Platform with Keap Automations, which were developed by Keap.
Litigation and associated expenses may be necessary to enforce our proprietary rights. Our Use of Technology Our Thryv Platform is comprised of unique integrations and solutions historically built by Thryv or built for Thryv, and to Thryv’s specifications. In 2025, we augmented the Thryv Platform with Keap Automations, which were developed by Keap.
Thryv Add-Ons include AI-assisted website development, SEO tools, Google Business Profile optimization, and Hub by Thryv SM , and Thryv Leads. These optional platform subscription-based add-ons provide a seamless user experience for our end-users and drive higher engagement within the Thryv Platform while also producing incremental revenue growth. • Keap Automations.
These optional platform add-ons provide a seamless user experience and drive higher engagement within the Thryv Platform while also producing incremental revenue growth.
We reach our clients utilizing a multi-channel sales approach that allows us to meet market demand through an extensive inside and outside sales force, channel partners, and targeted digital campaigns. Our nationwide field sales force allows us to have local and virtual interactions with SMB clients, which differentiates us from our competitors.
Our strategy emphasizes increasing lifetime customer value through expanded platform adoption, automation, and payments, while improving customer retention through improved outcomes and usability. We reach our clients utilizing a multi-channel sales approach that allows us to meet market demand through an extensive inside and outside sales force, channel partners, and targeted digital campaigns.
We derive a competitive advantage from our industry experience, sizable sales force, and our Thryv Platform. Existing and potential SMBs have choices when selecting SaaS solutions. Numerous niche cloud-based tools are available for SMBs to self-provision online, and other providers market competing end-to-end solutions.
Existing and potential SMBs have choices when selecting SaaS solutions. Numerous niche cloud-based tools are available for SMBs to self-provision online, and other providers market competing end-to-end solutions. Because the cost of entry into the SaaS space is relatively low, new entrants continue to emerge.
Our Thryv Marketing Services segment generated $480.7 million of revenue for the year ended December 31, 2024. During the third quarter of 2024, we made a strategic decision to terminate our Marketing Services solutions by the end of 2028. Our primary Thryv Marketing Services offerings include: Print • Print Yellow and White Pages.
Ecosystem We continue to expand our partner and integration ecosystem to extend our Thryv Platform's functionality and support industry-specific and use-case-specific solutions. Marketing Services Our Marketing Services segment provides legacy print and digital marketing solutions. During the year ended December 31, 2024, we made a strategic decision to terminate our Marketing Services offerings by the end of 2028.
We report our results based on two reportable segments (see Note 17, Segment Information) : • Thryv Marketing Services, which includes our print and digital solutions business; and • Thryv SaaS, which includes our SaaS flagship all-in-one small business management platform. Thryv Marketing Services Thryv's Marketing Services segment provides both print and digital solutions.
We report our results based on two reportable segments (see Note 17, Segment Information) : • SaaS , which includes our unified SMB marketing platform, supporting software solutions, related extensions, payment solutions, and professional services; and • Marketing Services , which includes our legacy print and digital solutions business, which we plan to exit by the end of 2028.
These new business leads populate the client’s CRM database enabling our clients to email, text, call, or otherwise communicate with prospective customers via our Thryv Platform. • Command Center. Command Center, which launched in the third quarter of 2023, enables SMBs to centralize all their internal and external communications through a modular, easily expandable, and customizable platform.
Business Center and Marketing Center work together to generate new business via Marketing Center and have these business opportunities automatically injected into their CRM system. These new business leads populate the client’s CRM database enabling our clients to email, text, call, or otherwise communicate with prospective customers via our Thryv Platform.
Our Business Center is designed to allow an SMB everything necessary to streamline day-to-day business operations, including customer relationship management (“ CRM ”), appointment scheduling, estimate and invoice creation, payments, document management, social media content, and online review management.
Supporting Software Solutions Our supporting software offerings, including Thryv Business Center, seamlessly integrate with our core platform offerings, providing customers with enhanced functionality and additional features.Thryv Business Center is designed to allow an SMB everything necessary to streamline day-to-day business operations, including CRM, appointment scheduling, estimate and invoice creation, and payments.
We launched our SaaS business in 2015 to provide SMBs with the resources to compete for today’s mobile consumers. In 2024, domestically, we delivered approximately 21 million PYP directories to strategically targeted American homes whose demographics indicate a higher propensity to use print marketing solutions.
In 2025, domestically, we delivered approximately 21 million PYP directories to strategically targeted American homes whose demographics indicate a higher propensity to use print marketing solutions. Digital • Internet Yellow Pages. Our digital marketing solutions (“ Digital ”) include our proprietary Internet Yellow Pages (“ IYPs ”) and Extended Search Solutions (“ ESS ”) in the U.S. and internationally.
ThryvPay offers a flat rate per transaction with no set-up fees. ◦ ACH Payments Processing . Small businesses save money on a per-transaction charge. ◦ Scheduled Payments. Service-based businesses that offer ongoing services or memberships can utilize our scheduled payments feature. ThryvPay also allows customized installment plans for pre-set specific dates. ◦ Convenience Fees, Surcharges and Tipping .
Service-based businesses that offer ongoing services or memberships can utilize our scheduled payments feature. Our payment solutions also allow customized installment plans for pre-set specific dates. • Convenience Fees, Surcharges and Tipping. SMBs can pass on optional convenience fees and/or surcharges, where allowed, for consumers who want to pay by credit card when presented with multiple payment options.
The conversion of these clients decreases the number of clients in and the revenue of the Thryv Marketing Services segment and increases the number of clients in and the revenue of the Thryv 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.
These companies offer a tailored solution with a targeted appeal. Some also have consumer-facing apps that create demand for the SMB. • All-In-One Competitors. Our most direct competitors are other all-in-one solutions. Several are priced above our price point or target larger companies with more employees.
Vertical solutions exist in many categories, including Home Services, Health & Wellness, Animal Services, Professional Services and Educational Services. Competitors have studied these categories and customized their products for the applicable category. These companies offer a tailored solution with a targeted appeal. Some also have consumer-facing apps that create demand for the SMB. • All-In-One Competitors.
Compliance with government regulations, including environmental regulations, has not had and is not expected to have a material effect upon the capital expenditures, earnings, or competitive position of our company. However, these laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in a manner that could harm our business.
However, these laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in a manner that could harm our business. See “ Risk Factors — Legal, Tax, Regulatory and Compliance Risks ” for additional information.
With strong feedback from the participants and high scores for effectiveness and value, we will roll it out globally in the first quarter of 2025. • Accelerators Recognition Program. This program is designed to grow the connection and recognition of top performers who demonstrate our core values in their excellent performance.
The program received positive feedback and, due to its success, will continue into 2026. • Accelerators Recognition Program. This program is designed to strengthen connections and recognize top performers who demonstrate our core values in their excellent performance.
The Diversity Council plans and sponsors events to celebrate diversity and 9 inclusion, educate and raise awareness, and create opportunities for networking and mentorship within diverse groups. • Ready.Set.Thryv! ( “RST” ) .
The Company organizes and sponsors events to celebrate inclusion, educate and raise awareness, and create opportunities for networking and mentorship across the Company's workforce. • Ready.Set.Thryv! ( “RST” ) . A global program called “Ready.Set.Thryv!” was recently launched to enhance the onboarding experience for all new hires.
Small businesses can pass on optional convenience fees and/or surcharges, where allowed, for consumers who want to pay by credit card when presented with multiple payment options, often driving customers to pay by ACH methods, which generates significant savings for SMBs. ThryvPay also allows consumers to leave a tip. ◦ Credit Card and Bank Account on File .
These 4 optional fees often drive customers to pay by ACH methods, which generates significant savings for SMBs. Our payment solutions also allow consumers to leave a tip. • Credit Card and Bank Account on File. Consumer information is stored in the SMBs' account for future transactions, reducing friction for repeat business. • Real-time Reporting and Assistance .
During 2024, the churn of clients converted from our digital Marketing Services solutions was in line with the churn from the other clients in our SaaS segment. The conversion of clients to our Thryv Platform at no additional base cost resulted in a decrease to our SaaS monthly ARPU.
During 2025, the churn of clients converted from our Digital marketing services solutions was in line with the churn from the other clients in our SaaS segment. 6 Our Strategy Fully Transition into SaaS by 2028 We made the strategic decision to exit the Marketing Services business entirely by the end of 2028.
Other digital media solutions include online display and social advertising, online presence and video, and search engine optimization (“ SEO ”) tools.
Other digital media solutions include online display and social advertising, online presence, and SEO tools. We are continuing to transition clients with these Digital marketing services products to our SaaS Platform offerings.
Consumer information is stored in the small business’s Thryv account for future transactions, reducing friction for repeat business. ◦ Real-time Reporting and Assistance . Thryv and ThryvPay integrates and auto-syncs with QuickBooks Online, Quickbooks Desktop, MYOB, Freshbooks, and Xero for accounting reconciliation. Thryv provides dedicated support for dispute and chargeback assistance. ◦ Consumer Financing .
Our payment solutions integrate and auto-sync with QuickBooks Online, QuickBooks Desktop, MYOB, Freshbooks, and Xero for accounting reconciliation. Thryv provides dedicated support for dispute and chargeback assistance. • Consumer Financing . Our payment solutions include a fully integrated partnership with Wisetack, a consumer lending platform that specializes in service-based lending.
Marketing Center also includes a robust competitor watch to track the digital advertising activities of competitors to gleam ideas and work to achieve a competitive advantage when run in conjunction with paid campaigns. 4 Clients who also purchase Business Center can generate new business via Marketing Center and have these business opportunities automatically injected into their CRM system and enriched with additional data.
Marketing Center also includes a robust competitor watch to track the digital advertising activities of competitors, providing valuable insights and helping users gain a competitive advantage when run in conjunction with paid campaigns. Additionally, Marketing Center's social media management tools generate content tailored for each social media platform and allow an SMB to share content instantly across their channels.
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Item 1. Business Overview We are dedicated to supporting local, independent service-based businesses and emerging franchises by providing a cloud-based software platform, and innovative marketing solutions to the entrepreneurs who run them. Our company is built upon a rich legacy in the marketing and advertising industry.
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Item 1. Business Overview Thryv is a software-led platform company focused on enabling small and medium-sized businesses (“ SMBs ”) to run and grow their businesses more efficiently with artificial intelligence (“ AI ”) tools and automations. Our strategy is centered on delivering a unified, extensible SaaS platform that supports customer acquisition, engagement, operations, and retention across the SMB lifecycle.
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We are one of the largest providers of SaaS all-in-one small business management software in addition to providing print and digital marketing solutions to SMBs.
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As of December 31, 2025 , we serve approximately 230,000 SMB clients through our two business segments: SaaS and Marketing Services. SaaS represents the strategic growth engine of the Company. Marketing Services is our legacy segment that we are actively managing and exiting as part of a multi-year transition to a pure SaaS business model.
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Our solutions enable our SMB clients to attract and generate new business leads, manage their customer relationships efficiently with artificial intelligence (“ AI ”) tools and automations, and run their day-to-day operations to save time, compete and win in today's SMB environment.
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Our 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, create websites, manage social media content, process payments, and make data-informed decisions that drive business outcomes.
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As of December 31, 2024 , we serve approximately 300,000 SMB clients through our two business segments: Thryv SaaS and Thryv Marketing Services. On October 31, 2024, we acquired Keap, a SaaS email marketing and sales platform for small businesses. On April 3, 2023, we acquired Yellow Holdings Limited, a New Zealand marketing services company (the “ Yellow Acquisition ”).
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SaaS Thryv’s SaaS segment consists of a unified marketing platform that combines customer relationship management (“ CRM ”), marketing execution, automation, communications, payments, and reporting into a single system. The platform is modular by design, allowing customers to adopt core capabilities and extend functionality as their needs evolve.
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In addition, on January 21, 2022, we acquired Vivial Media Holdings, Inc., a marketing and advertising company with operations in the United States .
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The platform incorporates Keap’s CRM and automation engine with Thryv’s marketing, communication, payment, and reporting capabilities. Rather than operating as standalone products, these capabilities are connected and function as integrated components of a single platform.
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Digital marketing solutions through our proprietary Internet Yellow Pages (“ IYPs ”), including Yellowpages.com, Superpages.com, Dexknows.com, and Extended Search Solutions (“ ESS ”) in the U.S. and Yellowpages.com.au, Whitepages.com.au, Whereis.com, Truelocal.com.au, Yellow.co.nz, Whitepages.co.nz, Finda.co.nz and Tourism.net.nz internationally. ◦ During the year ended December 31, 2024, traffic to the U.S. sites averaged over 11 million visits per month across the three properties.
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Revenue in the SaaS segment is generated through subscription plans, platform extensions, payment solutions, and professional services (collectively referred to as our “ SaaS solutions ”). Customers may expand their usage of the SaaS solutions over time through purchasing additional features and expanding capacity.
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We generate IYP revenue by charging SMBs for advertisements and priority placement. ◦ During the year ended December 31, 2024, traffic to these international sites averaged approximately 5 million visits per month across the eight properties.
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Our subscription offerings are sold on a recurring basis and are designed to scale with the growth and complexity of our customers’ businesses. Additionally, the Company has expanded its approach for certain SaaS offerings by introducing a performance-based model, in which clients' fees are based on the volume of inquiries generated by the Company's services.
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Thryv SaaS Thryv's SaaS segment is comprised of our SaaS offering Thryv®, our flagship all-in-one small business management platform (or “ Thryv Platform ”), which consists of Business Center, Marketing Center, Command Center, ThryvPay SM , Thryv Add-Ons, and “Keap Automations”, the SaaS email marketing and sales automation platform we acquired in the Keap Acquisition.
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Core Platform Capabilities The Thryv Platform delivers a set of core capabilities that support the full SMB customer lifecycle, including: • Marketing execution, including social media management, across digital channels; • Customer data and relationship management; • Workflow automation and customer communications; • Payments, invoicing, and revenue tracking; and • Embedded reporting and performance insights.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisk Factors Risk Factor Summary Our business and owning our common stock are subject to numerous risks and uncertainties, including those highlighted in “Risk Factors. ” As a summary, these risks include, but are not limited to, the following: • significant competition for our Marketing Services solutions and SaaS offerings, which include companies who use components of our SaaS offerings provided by third parties; • our ability to transition our Marketing Services clients to our Thryv Platform, maintain transitioned clients on that platform and sell them additional or upgraded products, sell our platform into new markets or further penetrate existing markets; 12 • variability in our operating results due to directory publication cycles; • our ability to manage our growth effectively; • our potential failure to successfully expand our current offerings into new markets or further penetrate existing markets; • our clients potentially opting not to renew their agreements with us or renewing at lower spend; • our ability to maintain profitability; • our potential failure to provide new or enhanced functionality and features; • challenges with properly managing artificial intelligence; • our potential failure to identify and acquire suitable acquisition candidates; • recognition of impairment losses; • internet search engines and portals potentially terminating or materially altering their agreements with us; • our reliance on third-party service providers for many aspects of our business and our potential inability to maintain our strategic relationships with such third-party service providers; • our, or our third-party providers', potential inability to keep pace with rapid technological changes and evolving industry standards; • our potential failure to maintain the compatibility of our Thryv Platform with third-party applications; • our inability to recover should we experience a disaster or other business-continuity problems; • the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees; • the potential impact of future labor negotiations; • 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; • potential system interruptions or failures, including cybersecurity breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information or our client information; • our potential failure to protect our intellectual property rights, proprietary technology, information, processes, and know-how; • reduced demand for our products due to epidemics or other public health emergencies; • litigation and regulatory investigations, including the Subpoena (defined below), aimed at us or resulting from our actions or the actions of our predecessors; • adverse tax laws or regulations or potential changes to existing tax laws or regulations; • our potential failure to meet service level commitments under our client contracts; • our potential failure to offer high-quality or technical support services; • aging software and hardware infrastructure; • our, or our third-party service providers', failure to manage our technical operations infrastructure; • our Thryv Platform and add-ons potential failure to perform properly; • our ability to successfully integrate some or all of the Keap business into our business efficiently and without disruption; • our ability to retain Keap’s key employees and customers; • obligations and liabilities of the Keap business, including those that are unanticipated or unknown, being greater than anticipated; • business uncertainties as a result of the Keap Acquisition; • the potential impact of write-downs or write-offs and impairment or other charges from the Keap Acquisition; • significant transaction costs in connection with the Keap Acquisition; • the potential impact of the Keap Acquisition to the market price of our stock; • the potential impact of write-downs or write-offs and impairment or other charges from the Keap Acquisition; • our outstanding indebtedness and our potential inability to generate sufficient cash flows to meet our debt service obligations; • the potential restriction of our future operations by restrictive covenants in the agreements governing our Senior Credit Facilities (as defined below); • volatility and weakness in bank and capital markets; • potential volatility in the public price of our shares of common stock; and • anti-takeover provisions in our governing documents may prevent a change or control.
Biggest changeRisk Factors Risk Factor Summary Our business and owning our common stock are subject to numerous risks and uncertainties, including those highlighted in “Risk Factors. ” As a summary, these risks include, but are not limited to, the following: • significant competition for our Marketing Services solutions and SaaS offerings, which include companies who use components of our SaaS offerings provided by third parties; • our ability to transition our Marketing Services clients to our Thryv Platform, maintain transitioned clients on that platform and sell them additional or upgraded products, sell our platform into new markets or further penetrate existing markets; • variability in our operating results due to directory publication cycles; • our ability to manage our growth effectively; • our potential failure to successfully expand our current offerings into new markets or further penetrate existing markets; • our clients potentially opting not to renew their agreements with us or renewing at lower spend; • our ability to maintain profitability; • our potential failure to provide new or enhanced functionality and features; • challenges with properly managing artificial intelligence; • our potential failure to identify and acquire suitable acquisition candidates; • recognition of impairment losses; • internet search engines and portals potentially terminating or materially altering their agreements with us; • our reliance on third-party service providers for many aspects of our business (including for AI solutions) and our potential inability to maintain our strategic relationships with such third-party service providers; • our, or our third-party providers', potential inability to keep pace with rapid technological changes and evolving industry standards; • our potential failure to maintain the compatibility of our Thryv Platform with third-party applications; • our inability to recover should we experience a disaster or other business-continuity problems; • the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees; • the potential impact of future labor negotiations; • 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; • potential system interruptions or failures, including cybersecurity breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information or our client information; • our potential failure to protect our intellectual property rights, proprietary technology, information, processes, and know-how; • reduced demand for our products due to epidemics or other public health emergencies; • litigation and regulatory investigations, including the Subpoena (defined below), aimed at us or resulting from our actions or the actions of our predecessors; • adverse tax laws, regulations, audit outcomes, or potential changes to existing tax laws or regulations; • our potential failure to meet service level commitments under our client contracts; • our potential failure to offer high-quality or technical support services; • aging software and hardware infrastructure; • our, or our third-party service providers', failure to manage our technical operations infrastructure; • our Thryv Platform and add-ons potential failure to perform properly; • our outstanding indebtedness and our potential inability to generate sufficient cash flows to meet our debt service obligations; • the potential restriction of our future operations by restrictive covenants in the agreements governing our Term Loan and ABL Facility (as defined below); • volatility and weakness in bank and capital markets; • potential volatility in the public price of our shares of common stock; and • anti-takeover provisions in our governing documents may prevent a change or control. 12 For a discussion of these and other risks you should consider before making an investment in our common stock, review the below Risk Factors.
Our ability to increase revenue will depend, in large part, on our ability to increase sales of Thryv Platform products to existing clients, upgrade existing clients to Thryv products and maintain their business, sell additional products and upgrades on the Thryv Platform to clients, and sell our existing platform into new domestic and international markets.
Our ability to increase revenue will depend, in large part, on our ability to increase sales of our Thryv Platform products to existing clients, upgrade existing clients to Thryv Platform products and maintain their business, sell additional products and upgrades on the Thryv Platform to clients, and sell our existing Thryv Platform into new domestic and international markets.
In the future, any of these third parties could change its data-sharing policies, including making them more restrictive, or alter its algorithms that determine the placement, display and accessibility of search results and social media updates, any of which could result in the loss of, or significant impairment to, our ability to collect and provide useful data to our clients.
In the future, any of these third parties could change its data-sharing policies, including making them more restrictive, or alter the algorithms that determine the placement, display and accessibility of search results and social media updates, any of which could result in the loss of, or significant impairment to, our ability to collect and provide useful data to our clients.
A substantial liability arising from regulatory investigation, including the Subpoena, a lawsuit judgment or settlement or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers, or employees could have a material adverse effect on our business, financial condition and results or operations.
A substantial liability arising from a regulatory investigation, including the Subpoena, a lawsuit judgment or settlement or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers, or employees could have a material adverse effect on our business, financial condition and results or operations.
Our outstanding indebtedness and any additional indebtedness we incur may have important consequences for us, including, without limitation, that: • increase our vulnerability to adverse changes in general economic and industry conditions and competitive pressures; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; 38 • restrict us from pursuing business opportunities as they arise or from successfully carrying out plans to expand our business; • make it more difficult to satisfy our financial obligations, including payments on our indebtedness; • place us at a disadvantage compared to our competitors that have less debt; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.
Our outstanding indebtedness and any additional indebtedness we incur may have important consequences for us, including, without limitation, that: • increase our vulnerability to adverse changes in general economic and industry conditions and competitive pressures; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict us from pursuing business opportunities as they arise or from successfully carrying out plans to expand our business; • make it more difficult to satisfy our financial obligations, including payments on our indebtedness; • place us at a disadvantage compared to our competitors that have less debt; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.
These factors include: • difficulties in converting the clients of the acquired business onto our Thryv Platform; 19 • difficulties in converting the clients of the acquired business to our Marketing Services offerings or to our contract terms; • diversion of management’s attention; • incurrence of significant amounts of additional debt; • creation of significant contingent earn out obligations or other financial liabilities; • increased expenses, including, but not limited to, legal, administrative and compensation expenses; • difficulties in the integration of acquired operations, including the integration of data and information solutions or other technologies; • entry into unfamiliar segments; • adverse effects to our existing business relationships with business partners and clients as a result of the acquisition; • difficulties retaining key employees and maintaining the key business and client relationships of the businesses we acquire; • cultural challenges associated with integrating employees from the acquired company into our organization; • unanticipated problems or legal liabilities; and • tax and accounting issues.
These factors include: • difficulties in converting the clients of the acquired business onto our Thryv Platform; • difficulties in converting the clients of the acquired business to our Marketing Services offerings or to our contract terms; • diversion of management’s attention; • incurrence of significant amounts of additional debt; • creation of significant contingent earn out obligations or other financial liabilities; • increased expenses, including, but not limited to, legal, administrative and compensation expenses; • difficulties in the integration of acquired operations, including the integration of data and information solutions or other technologies; • entry into unfamiliar segments; • adverse effects to our existing business relationships with business partners and clients as a result of the acquisition; • difficulties retaining key employees and maintaining the key business and client relationships of the businesses we acquire; • cultural challenges associated with integrating employees from the acquired company into our organization; • unanticipated problems, issues, or legal liabilities; and • tax and accounting issues.
While we and our third-party providers host our Thryv Platform and serve most of our digital clients on cloud services, should we experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, flood, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of our personnel, our office facilities and the proper functioning of our computer, telecommunication and other related systems and operations.
While we and our third-party providers host our Thryv Platform and serve most of our digital clients on cloud services, should we experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, flood, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of our personnel, our facilities and the proper functioning of our computer, telecommunication and other related systems and operations.
For example, because our clients access our Thryv Platform and add-ons through their internet service providers, if a service provider fails to provide sufficient capacity to support our platform and add-ons or otherwise 35 experiences service outages, such failure could interrupt our clients’ access to or experience with our platform, which could adversely affect our reputation or our clients’ perception of our platform’s reliability or otherwise have a material adverse effect on our business, financial condition and results of operations.
For example, because our clients access our Thryv Platform and add-ons through their internet service providers, if a service provider fails to provide sufficient capacity to support our platform and add-ons or otherwise experiences service outages, such failure could interrupt our clients’ access to or experience with our platform, which could adversely affect our reputation or our clients’ perception of our platform’s reliability or otherwise have a material adverse effect on our business, financial condition and results of operations.
If any of these systems fail to operate properly or become disabled even for a brief period of time, we could potentially miss a critical filing period, resulting in potential fees and penalties, or lose control of client data, all of which could result in financial loss, a disruption of our businesses, liability to clients, regulatory intervention, or damage to our reputation.
If any of these systems fail to operate properly or become disabled even for a brief period of time, we could potentially miss a critical filing period, resulting in potential fees and penalties, or lose control of 28 client data, all of which could result in financial loss, a disruption of our businesses, liability to clients, regulatory intervention, or damage to our reputation.
We may not be successful in developing these new or enhanced functionalities and features, or in bringing them to market in a timely fashion. If we do not continue to innovate and deliver high-quality, technologically advanced solutions, we will not remain competitive, which could have a material adverse effect in our business, financial condition and results of operations.
We may not be successful in developing these new or enhanced functionalities and features, or in bringing them to market in a timely fashion. If we do not continue to innovate and deliver high-quality, technologically advanced solutions, we will not remain competitive, which could have a material adverse effect on our business, financial condition and results of operations.
During periods of volatile credit markets, there is risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum amount permitted by the New ABL Facility.
During periods of volatile credit markets, there is risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum amount permitted by the ABL Facility.
The public price of our common stock could be subject to wide fluctuations in response to the risk factors described herein and others beyond our control, including: • the number of shares of our common stock publicly owned and available for trading; • overall performance of the equity markets and/or publicly-listed companies that offer marketing services and SaaS solutions; • actual or anticipated fluctuations in our revenue or other operating metrics; • our actual or anticipated operating performance and the operating performance of our competitors; • changes in the financial projections we provide to the public or our failure to meet these projections; • failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors; • any major change in our Board, management, or key personnel; • the economy as a whole and market conditions in our industry; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cybersecurity in the U.S. or globally; • lawsuits threatened or filed against us; • other events or factors, including those resulting from war, incidents of terrorism, civil unrest, or responses to these events; and • sales or expected sales of our common stock by us and our officers, directors and principal stockholders.
The public price of our common stock could be subject to wide fluctuations in response to the risk factors described herein and others beyond our control, including: • the number of shares of our common stock publicly owned and available for trading; • overall performance of the equity markets and/or publicly-listed companies that offer marketing services and SaaS solutions; • actual or anticipated fluctuations in our revenue or other financial or operating metrics; • our actual or anticipated operating performance and the operating performance of our competitors; • changes in the financial projections we provide to the public or our failure to meet these projections; • failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors; • any major change in our Board, management, or key personnel; • the economy as a whole and market conditions in our industry; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cybersecurity in the U.S. or globally; • lawsuits, claims or regulatory matters threatened or filed against us; • other events or factors, including those resulting from war, incidents of terrorism, civil unrest, or responses to these events; and • sales or expected sales of our common stock by us and our officers, directors and principal stockholders.
While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data center facilities have no obligation to 22 renew their agreements with us on commercially reasonable terms, or at all.
While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all.
In the event our lenders accelerate the maturity of our indebtedness, we would not have sufficient cash to repay that indebtedness, which would materially and adversely affect our business, financial condition, results of operations and prospects and could have a material adverse effect on our ability to continue to operate as a going concern.
In the event our lenders accelerate the maturity of our indebtedness, we would not have sufficient cash to repay that indebtedness, which would materially and 36 adversely affect our business, financial condition, results of operations and prospects and could have a material adverse effect on our ability to continue to operate as a going concern.
If our clients do not renew their subscriptions for our platform or if they decrease the amount they spend with us, our revenue will decline and our business will suffer. In addition, a subscription model creates certain risks related to the timing of revenue recognition and potential reductions in cash flows.
If our clients do not renew their subscriptions to our platform or if they decrease the amount they spend with us, our revenue will decline and our business will suffer. In addition, a subscription model creates certain risks related to the timing of revenue recognition and potential reductions in cash flows.
If these efforts are unsuccessful or if our existing clients fail to expand their use of our Thryv Platform or adopt additional offerings and features, our operating results may be materially adversely affected. Our subscription renewals may decrease, and any decrease in our number of clients could harm our future revenue and operating results.
If these efforts are unsuccessful or if our existing clients fail to expand their use of our Thryv Platform or adopt additional offerings and features, our operating results may be materially adversely affected. 17 Our subscription renewals may decrease, and any decrease in our number of clients could harm our future revenue and operating results.
If our security measures are breached as a result of third-party action, employee or subcontractor error, malfeasance or otherwise, and, as a result, someone obtains unauthorized 29 access to client data, our reputation may be damaged, our business may suffer, and we could incur significant liability.
If our security measures are breached as a result of third-party action, employee or subcontractor error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to client data, our reputation may be damaged, our business may suffer, and we could incur significant liability.
Utilization of these net operating losses depends on many factors, including our future income, 33 which cannot be assured. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could have a material adverse effect on our financial condition and results of operations.
Utilization of these net operating losses depends on many factors, including our future income, which cannot be assured. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could have a material adverse effect on our financial condition and results of operations.
However, the payment of future dividends will be at the discretion of our Board, subject to applicable law and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions that apply to the payment of dividends and other considerations that our Board deems relevant.
The payment of future dividends will be at the discretion of our Board, subject to applicable law and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions that apply to the payment of dividends and other considerations that our Board deems relevant.
If we are required to collect and to pay back taxes and the associated interest and penalties, and if our clients fail or refuse to reimburse us for all or a portion of these amounts, we will incur unplanned expenses that may be substantial.
If we are required to pay back taxes and the associated interest and penalties, and if our clients fail or refuse to reimburse us for all or a portion of these amounts, we will incur unplanned expenses that may be substantial.
However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. 25 Risks Related to Human Capital We depend on our senior management team, and the loss of one or more key employees or an inability to attract and to retain highly skilled employees could have a material adverse effect on our business, financial condition and results of operations.
However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. 24 Risks Related to Human Capital We depend on our senior management team, and the loss of one or more key employees or an inability to attract and to retain highly skilled employees could have a material adverse effect on our business, financial condition and results of operations.
We may in the future be subject to one or more lawsuits, containing allegations that one of our platforms or clients using our platform violated industry-specific regulations and any determination that we or our clients violated such regulations could expose us to significant damage awards that could, individually or in the aggregate, materially adversely affect our business. 28 Clients may depend on our solutions to enable them to comply with applicable laws, or may not fully comprehend the applicable laws’ impact on them when using our solutions, which requires us and our third-party providers to constantly monitor applicable laws and to make applicable changes to our solutions.
We may in the future be subject to one or more lawsuits, containing allegations that one of our platforms or clients using our platform violated industry-specific regulations and any determination that we or our clients violated such regulations could expose us to significant damage awards that could, individually or in the aggregate, materially adversely affect our business. 27 Clients may depend on our solutions to enable them to comply with applicable laws, or may not fully comprehend the applicable laws’ impact on them when using our solutions, which requires us and our third-party providers to constantly monitor applicable laws and to make applicable changes to our solutions.
The success of our Thryv Platform depends on several factors, including the introduction and market acceptance of our Thryv Platform, the ability to maintain and to develop relationships with third-party service providers, and the ability to attract, to retain and to effectively train sales and marketing personnel.
The success of our Thryv Platform depends on several factors, including the market acceptance of our Thryv Platform, the ability to maintain and to develop relationships with third-party service providers, and the ability to attract, retain, and effectively train sales and marketing personnel.
Any such changes could impair our ability to deliver data to our clients and could adversely impact select functionality of our platform, impairing the return on investment that our clients derive from using our solution, as well as adversely affecting our business and our ability to generate revenue. 24 Risks Related to the Economy, Disasters, Epidemics, and Other External Factors Adverse economic conditions may have a material adverse effect on our business, financial condition and results of operations.
Any such changes could impair our ability to deliver data to our clients and could adversely impact select functionality of our platform, impairing the return on investment that our clients derive from using our solution, as well as adversely affecting our business and our ability to generate revenue. 23 Risks Related to the Economy, Disasters, Epidemics, and Other External Factors Adverse economic conditions may have a material adverse effect on our business, financial condition and results of operations.
Moreover, if we fail to adequately prevent third parties from accessing PII and/or business information and using that information to commit identity theft, we might face legal liabilities and other losses that could have a material adverse effect on our business, financial condition and results of operations. 30 Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.
Moreover, if we fail to adequately prevent third parties from accessing PII and/or business information and using that information to commit identity theft, we might face legal liabilities and other losses that could have a material adverse effect on our business, financial condition and results of operations. 29 Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.
A failure on the part of any of our third-party service providers could result in a material adverse effect on our business, financial condition and results of operations. 23 If we, or our third-party providers, do not keep pace with rapid technological changes and evolving industry standards, we may not be able to remain competitive, and the demand for our services may decline.
A failure on the part of any of our third-party service providers could result in a material adverse effect on our business, financial condition and results of operations. 22 If we, or our third-party providers, do not keep pace with rapid technological changes and evolving industry standards, we may not be able to remain competitive, and the demand for our services may decline.
Moreover, even if we ultimately prevail in or settle any regulatory investigation, including the Subpoena, litigation, or regulatory action, we could suffer significant harm to our reputation, which could materially affect our ability to attract new clients, to retain current clients and to recruit and to retain employees, which could have a material adverse effect on our business, financial condition and results of operations.
Moreover, even if we ultimately prevail in or settle any regulatory investigation, including the Subpoena, litigation, or regulatory action, we could incur material costs or suffer significant harm to our reputation, which could materially affect our ability to attract new clients, to retain current clients and to recruit and to retain employees, which could have a material adverse effect on our business, financial condition and results of operations.
Our network security hardening may be bypassed by phishing and other social engineering techniques that seek to use end-user behaviors to distribute computer viruses and malware into our systems, which might disrupt our delivery of services and make them unavailable and might also result in the disclosure or misappropriation of PII or other confidential or sensitive information.
Our network security hardening may be bypassed by phishing, other social engineering techniques or AI technologies that seek to use end-user behaviors to distribute computer viruses and malware into our systems, which might disrupt our delivery of services and make them unavailable and might also result in the disclosure or misappropriation of PII or other confidential or sensitive information.
If we are required to collect sales and use taxes in additional jurisdictions, we might be subject to liability for past sales, and our future sales may decrease.
If we are required to collect sales and use taxes in additional jurisdictions, we might be subject to tax liability for past and future sales, and our future sales may decrease.
If a union decides to strike and others choose to honor its picket line, it could have a material adverse effect on our business. 26 Legal, Tax, Regulatory and Compliance Risks Our solutions and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security.
If a union decides to strike and others choose to honor its picket line, it could have a material adverse effect on our business. 25 Legal, Tax, Regulatory and Compliance Risks Our solutions and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security.
The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact. Jurisdictions around the world are developing and passing new regulations that apply specifically to the use of AI.
The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impacts. Jurisdictions around the world are developing and passing new regulations that apply specifically to the use of AI.
We may not be able to utilize a significant portion of our net operating loss carryforwards, which could have a material adverse effect on our financial condition and results of operations. As of December 31, 2024, we had state net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2025.
We may not be able to utilize a significant portion of our net operating loss carryforwards, which could have a material adverse effect on our financial condition and results of operations. As of December 31, 2025, we had state net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2026.
Any failure or perceived failure by us to comply with U.S., Australia, E.U., or other foreign privacy or security laws, regulations, policies, industry standards, or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, release, or transfer of, PII may result in governmental enforcement actions, litigation, fines and penalties, or adverse publicity and could cause our clients to lose trust in us, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.
Any failure or perceived failure by us to comply with U.S., Canada, New Zealand, Australia, E.U., or other foreign privacy or security laws, regulations, policies, industry standards, or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, release, or transfer of, PII may result in governmental enforcement actions, litigation, fines and penalties, or adverse publicity and could cause our clients to lose trust in us, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.
Furthermore, if the processing of PII were to be curtailed in this manner, our 27 solutions would be less effective, which may reduce demand for our Thryv Platform and add-ons, which could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, if the processing of PII were to be curtailed in this manner, our 26 solutions would be less effective, which may reduce demand for our Thryv Platform and add-ons, which could have a material adverse effect on our business, financial condition and results of operations.
We depend on our third parties for many services, including, but not limited to: Development and delivery of Thryv modules We utilize third-party service providers for a variety of components and feature sets and related intellectual property underlying or incorporated in the Thryv Platform.
We depend on our third parties for many services, including, but not limited to: Development and delivery of Thryv modules We utilize third-party service providers for a variety of components and feature sets and related intellectual property underlying or incorporated in the Thryv Platform, including AI capabilities.
The transition of these clients will decrease the number of clients in and the revenue of the Thryv Marketing Services segment and increase the number of clients in and the revenue of the Thryv SaaS segment.
The transition of these clients will decrease the number of clients in and the revenue of the Marketing Services segment and increase the number of clients in and the revenue of the SaaS segment.
In 32 particular, Section 404 requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting.
In particular, Section 404 requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the 31 effectiveness of our internal control over financial reporting.
Our competitors may also establish or strengthen cooperative relationships 14 with our current or future strategic distribution and technology partners or other parties with whom we have relationships, thereby limiting our ability to promote and implement our Thryv Platform.
Our competitors may also establish or strengthen cooperative relationships 13 with our current or future strategic distribution and technology partners or other parties with whom we have relationships, thereby limiting our ability to promote and implement our Thryv Platform.
A failure on the part of any of our third-party service providers to fulfill its contracts with us could result in a material adverse effect on our business, financial condition or results of operations.
A failure on the part of any of our third-party service providers to fulfill their contracts with us could result in a material adverse effect on our business, financial condition or results of operations.
We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from our creditors and/or amend the covenants.
We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from our creditors and/or amend the covenants.
A percentage of our clients choose to integrate our platform with certain capabilities provided by third-party software platforms created by our third-party providers and application providers using application programming interfaces ( “APIs” ), either as publicly available no-fee licenses or through fee-based partnership arrangements.
A percentage of our clients choose to integrate our platform with certain capabilities provided by third-party software platforms created by our third-party providers and application providers using application programming interfaces (“ APIs ”), either as publicly available no-fee licenses or through fee-based partnership arrangements.
However, our websites, networks, applications and technologies and other information systems have in the past, and will continue to be targeted for sabotage, disruption, or data misappropriation.
However, our websites, networks, applications and technologies and other information systems have in the past, and may continue to be targeted for sabotage, disruption, or data misappropriation.
If the testing indicates that impairment has occurred, we are required to record a non-cash impairment charge. During the year ended December 31, 2024, the Company made the strategic decision to terminate its Marketing Services solutions by the end of 2028.
If the testing indicates that impairment has occurred, we are required to record a non-cash impairment charge. During the year ended December 31, 2024, we made the strategic decision to terminate our Marketing Services solutions by the end of 2028.
Our insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert management’s attention.
Our insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our insurance may not cover all claims made against us, and defending a claim, regardless of its merit, could be costly and divert management’s attention.
The inability to negotiate acceptable terms with the unions could also result in increased operating costs from higher wages or benefits paid to union employees or replacement workers. A greater percentage of our work force could also become represented by unions.
The inability to negotiate acceptable terms with the unions could also result in increased operating costs from higher wages or benefits paid to union employees or replacement workers. A greater percentage of our workforce could also become represented by unions.
We recognize revenue for print services at a point in time upon delivery of the published print directories containing customer advertisements to the intended market. Our print 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.
We recognize revenue for print services at a point in time upon delivery of the published print directories containing customer advertisements to the intended market. Our print 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.
Any decline in the quality of, or delay in delivery of, modules or other software produced by such third-party service providers could result in reduced revenue, cause an increase in operational costs to switch providers, subject us to liability, or cause clients to fail or be unable to renew their subscriptions, any of which could materially adversely affect our business.
Any decline in the quality of, or delay in delivery of, modules or other software produced by such third-party service providers (including AI solutions and integrations) could result in reduced revenue, cause an increase in operational costs to switch providers, subject us to liability, or cause clients to fail or be unable to renew their subscriptions, any of which could materially adversely affect our business.
Furthermore, the conversion of these clients could have an adverse effect on certain of our key business metrics, such as a reduction in total clients and reduced SaaS monthly ARPU. Any of these negative effects could have a material adverse effect on our business, results of operations and financial condition.
Furthermore, the conversion of these clients could have an adverse effect on certain of our key business metrics, such as a reduction in total clients, reduced SaaS monthly ARPU, and reduced Seasoned NRR (as defined below). Any of these negative effects could have a material adverse effect on our business, results of operations and financial condition.
If our agreements with our third-party service providers expire or are terminated, we may face loss of functionality or costs associated with replacing the relevant technology. Such expiration or termination may also disrupt our business, leading to liability to customers or loss of business.
If our agreements with our third-party service providers expire or are terminated, we may face loss of functionality or costs 21 associated with replacing the relevant technology, including AI capabilities. Such expiration or termination may also disrupt our business, leading to liability to customers or loss of business.
Our results of operations may fluctuate significantly and may not fully reflect the underlying performance of our business. Our results of operations may vary significantly in the future and period-to-period comparisons of our results of operations may not be meaningful.
Our results of operations and key business metrics may fluctuate significantly and may not fully reflect the underlying performance of our business. Our results of operations and key business metrics may vary significantly in the future and period-to-period comparisons of our results of operations or key business metrics may not be meaningful.
Risks Related to Taxes The international tax landscape is highly uncertain and complex, and our international taxes might increase as a result of Pillar Two rules.
The international tax landscape is highly uncertain and complex, and our international taxes might increase as a result of Pillar Two rules.
Our growth strategy is focused on the growth and expansion of our SaaS offerings; however, during 2024, 58.3% of our revenue was derived from our Marketing Services offerings.
Our growth strategy is focused on the growth and expansion of our SaaS offerings; however, during 2025, 41.3% of our revenue was derived from our Marketing Services offerings.
AI usage by the primary search engines, and by consumers for basic queries, may decrease effectiveness of our existing SEO efforts for ourselves and our clients In addition, search engines frequently change the criteria that determine the order in which their search results are displayed, including now with the use of AI, and our SEO efforts on behalf of our own sites and our clients’ sites will be unsuccessful if we do not effectively respond to those changes on a timely basis, or if the algorithm changes made by Google 15 and other search engines make it harder for our IYPs or our clients’ websites to rank, reducing traffic flow.
In addition, search engines frequently change the criteria that determine the order in which their search results are displayed, including now with the use of AI, and our SEO efforts on behalf of our own sites and our clients’ sites will be unsuccessful if we do not effectively respond to those changes on a timely basis, or if the algorithm changes made by Google and other search engines make it harder for our IYPs or our clients’ websites to rank, reducing traffic flow.
Although the agreements governing our Senior Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness we can incur in compliance with these restrictions could be substantial. This could further exacerbate the risks associated with our substantial leverage.
Although the agreements governing our Term Loan and ABL Facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness we can incur in compliance with these restrictions could be substantial. This could further exacerbate the risks associated with our substantial leverage.
Factors that may cause fluctuations in our financial results include, without limitation: • our ability to attract new clients; • our ability to manage our declining Marketing Services revenue; • the timing of recognition of revenues; • directory publication cycles; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • network outages or security breaches; • general economic, industry and market conditions; including as a result of war, incidents of terrorism, civil unrest, or responses to these events; • client renewals; • increases or decreases in the number of elements of our services or pricing changes upon any renewals of client agreements; • changes in our pricing policies or those of our competitors; • seasonal variations in our client subscriptions; • fluctuation in market interest rates, which impacts debt interest expense; • any changes in the competitive dynamics of our industry, including consolidation among competitors, clients, or strategic partners; and • the impact of new accounting rules.
Factors that may cause fluctuations in our financial results or key business metrics include, without limitation: • our ability to attract, retain and upsell new clients; • our ability to manage our declining Marketing Services revenue; • the availability of suitable Marketing Services clients to transition to our Thryv Platform; • our ability to transition our Marketing Services clients to our Thryv Platform, maintain transitioned clients on that platform and sell them additional or upgraded products; • the timing of recognition of revenues; • directory publication cycles; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • network outages or security breaches; • general economic, industry and market conditions; including as a result of war, incidents of terrorism, civil unrest, or responses to these events; • client renewals; • increases or decreases in the number of elements of our services or pricing changes upon any renewals of client agreements; • changes in our pricing policies or those of our competitors; • seasonal variations in our client subscriptions; • fluctuation in market interest rates, which impacts debt interest expense; • any changes in the competitive dynamics of our industry, including consolidation among competitors, clients, or strategic partners; and • the impact of accounting rules or tax laws.
Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, our forecasts of market growth should not be taken as necessarily indicative of our future growth.
Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, our forecasts of market growth should not be taken as necessarily indicative of our future growth. Item 1B. Unresolved Staff Comments None.
If one or more of these analysts cease coverage of us or fail to publish reports on us on a regular basis, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline. Item 1B. Unresolved Staff Comments None. 43
If one or more of these analysts cease coverage of us or fail to publish reports on us on a regular basis, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.
Either or both of these factors could adversely affect our revenue and have a material adverse effect on our business, financial condition, results of operations and prospects. These trends have resulted in declining print advertising sales, and we expect these trends to continue in 2025 and beyond.
Either or both of these factors could adversely affect our revenue and have a material adverse effect on our business, financial condition, results of operations and prospects. These trends have resulted in declining print advertising sales, and we expect these trends to continue in 2026 until our planned exit of the print business in 2028.
A portion of our employees are represented by unions. Our business could be adversely affected by future labor negotiations and our ability to maintain good relations with our unionized employees. As of December 31, 2024, 217 employees, or 7% of our employees and 25% of our sales force, were represented by unions.
A portion of our employees are represented by unions. Our business could be adversely affected by future labor negotiations and our ability to maintain good relations with our unionized employees. As of December 31, 2025, 139 employees, or 5% of our employees and 18% of our sales force, were represented by unions.
In the event that the Audit Committee identifies significant risk exposures, including with respect to cybersecurity, it will present such exposure to the Board to assess our risk identification, risk management and mitigation strategies.
The Audit Committee receives quarterly reports identifying major risk area exposures, such as cybersecurity. In the event that the Audit Committee identifies significant risk exposures, including with respect to cybersecurity, it will present such exposure to the Board to assess our risk identification, risk management and mitigation strategies.
Failure to effectively manage growth, or failure to achieve our growth strategy, could result in difficulty or delays in maintaining clients, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties; and any of these difficulties could have a material adverse effect on our business, financial condition and results of operations.
Failure to effectively manage growth, or failure to achieve our growth strategy, could result in difficulty or delays in maintaining clients, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties; and any of these difficulties could have a material adverse effect on our business, financial condition and results of operations. 16 Our reliance on, and extension of credit to, small and medium-sized local businesses could adversely affect our business.
If we fail to successfully promote and maintain our brand, our business could suffer. We may not be able to maintain profitability in the future, and our past performance may not be indicative of our future performance. During the year ended December 31, 2024, we generated a net loss of $74.2 million.
If we fail to successfully promote and maintain our brand, our business could suffer. We may not be able to maintain profitability in the future, and our past performance may not be indicative of our future performance. During the year ended December 31, 2025, we generated net income of $0.3 million.
In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, iOS, AI and other software and communication, browser and database technologies.
Failure in either of these areas may significantly impair our revenue growth. 14 In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, iOS, AI and other software and communication, browser and database technologies.
Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption, or cause the information that we collect to be incomplete or contain inaccuracies that our clients regard as significant.
In addition, the costs incurred in correcting any material defects or errors might be substantial. 34 Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption, or cause the information that we collect to be incomplete or contain inaccuracies that our clients regard as significant.
Our success depends upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, including parties commonly referred to as “ patent trolls, ” may own or claim to own intellectual property relating to our industry.
Our competitors, as well as a number of other entities and individuals, including parties commonly referred to as “ patent trolls, ” may own or claim to own intellectual property relating to our industry.
Depending on the market, these risks include those relating to: • changes in local economic environment; • political instability; • trade regulations; • intellectual property legal protections; • procedures and actions affecting pricing, reimbursement and marketing of our products and services; • fluctuations in foreign currency rates; • additional U.S. and foreign taxes; • changes in local laws or regulations, or interpretation or enforcement thereof; • potentially longer ramp-up times for offering our services; and • data and privacy regulations. 20 Issues relating to the failure to comply with applicable non-U.S. laws, requirements or restrictions may also impact our domestic business and/or raise scrutiny on our domestic practices.
Depending on the market, these risks include those relating to: • changes in local economic environment; • political instability; • trade regulations; • intellectual property legal protections; • procedures and actions affecting pricing, reimbursement and marketing of our products and services; • fluctuations in foreign currency rates; • additional U.S. and foreign taxes; • changes in local laws or regulations, or interpretation or enforcement thereof; • potentially longer ramp-up times for offering our services; and • data and privacy regulations.
Competitors include companies who use components of our SaaS offerings provided by third parties. We face intense competition from other companies that offer marketing solutions and business management tools for the SMB market. Competition could significantly impede our ability to sell marketing solutions or subscriptions to our Thryv Platform and add-ons on terms favorable to us.
We face intense competition from other companies that offer marketing solutions and business management tools for the SMB market. Competition could significantly impede our ability to sell marketing solutions or subscriptions to our Thryv Platform and add-ons on terms favorable to us.
Any defects in functionality or that cause interruptions in the availability of our Thryv Platform and add-ons could result in: • loss or delayed market acceptance and sales; • breach of warranty or other contractual claims for damages incurred by clients; • loss of clients; • diversion of development and client service resources; and • injury to our reputation; The occurrence of any of these issues could have a material adverse effect on our business, financial condition and results of operations.
Any defects in functionality or that cause interruptions in the availability of our Thryv Platform and add-ons could result in: • loss or delayed market acceptance and sales; • breach of warranty or other contractual claims for damages incurred by clients; • loss of clients; • diversion of development and client service resources; and • injury to our reputation.
Furthermore, we depend on both internal development and our third-party software partners to develop and implement their own enhancements, new features, or applications that can then be integrated into the Thryv Platform. Failure in either of these areas may significantly impair our revenue growth.
Furthermore, we depend on both internal development and our third-party software partners to develop and implement their own enhancements, new features, or applications that can then be integrated into the Thryv Platform.
There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which investors have purchased their shares.
Consequently, the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which investors have purchased their shares.
Moreover, imposition of such taxes on us going forward will effectively increase the cost of our services to our clients and might adversely affect our ability to retain existing clients or to gain new clients in the areas in which such taxes are imposed.
Moreover, imposition of such taxes on us going forward will effectively increase the cost of our services to our 32 clients and might adversely affect our ability to retain existing clients or to gain new clients in the areas in which such taxes are imposed, which could have a material adverse effect on our business, financial condition and results of operations.
Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Further, new AI offerings may disrupt the market for SaaS products and negatively impact demand for our offerings.
We have agreements with several internet search engines and search or directory websites providers, which makes our content easier for search engines to access and provides a greater response for our clients to general searches on the internet. 21 Under the terms of the agreements with these search providers, we place our clients’ advertisements on major search engines and other third-party search and directory sites and print directories, which give us access to a higher volume of traffic than we could generate on our own, without relinquishing the client relationship.
Under the terms of the agreements with these search providers, we place our clients’ advertisements on major search engines and other third-party search and directory sites and print directories, which give us access to a higher volume of traffic than we could generate on our own, without relinquishing the client relationship.
Because techniques used to obtain unauthorized access or to sabotage systems change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. These concerns about information security increase with the mounting sophistication of social engineering.
Because techniques used to obtain unauthorized access or to sabotage systems change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.
In the event of a default, the administrative agent under our Senior Credit Facilities would have the right (or, at the direction of lenders holding a majority of the loans and commitments under our Senior Credit Facilities, the obligation) to accelerate the outstanding loans and to terminate the commitments under our Senior Credit Facilities, and if so accelerated, we would be required to repay all of our outstanding obligations under our Senior Credit Facilities.
In the event of a default, the administrative agent under our Senior Credit Facilities would have the right (or, at the direction of lenders holding a majority of the loans and commitments under our Senior Credit Facilities, the obligation) to accelerate the outstanding loans and to terminate the commitments under our Senior Credit Facilities, and if so accelerated, we would be required to repay all of our outstanding obligations under our Senior Credit Facilities. 39 In addition, several of our agreements with local telephone service providers require their consent to any assignment by us of our rights and obligations under the agreements.
Additionally, if the content, analyses, or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, or biased, our business, financial condition, reputation and results of operations may be adversely affected. 18 The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications.
Additionally, if the content, analyses, or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, or biased, our business, financial condition, reputation and results of operations may be adversely affected.
Risks Related to Strategic Relationships and Third Parties We have agreements with several major internet search engines and search sites. The termination or material alteration of one or more of these agreements could adversely affect our business.
Any impairment charges in the future could have a material adverse effect on our results of operations and stock price. 20 Risks Related to Strategic Relationships and Third Parties We have agreements with several major internet search engines and search sites. The termination or material alteration of one or more of these agreements could adversely affect our business.
If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our common stock would be adversely affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.
If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.
Our clients and users of client data collected and processed by us could also file claims against us if our data were found to be inaccurate, or if personal data stored by us were improperly accessed and disseminated by unauthorized persons.
Our clients and users of client data collected and processed by us could also file claims against us if our data were found to be inaccurate, or if personal data stored by us were improperly accessed and disseminated by unauthorized persons. These potential future claims could have a material adverse effect on our business, financial condition and results of operations.
A successful assertion by one or more states requiring us to collect sales or other taxes on the licensing of our software or provision of our services could result in substantial tax liabilities for past transactions and otherwise harm our business.
For example, we might lose sales or incur significant expenses if states successfully impose broader guidelines on state sales and use taxes. A successful assertion by one or more states requiring us to collect sales or other taxes on the provision of our services could result in substantial tax liabilities for past transactions and otherwise harm our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. Cybersecurity Corporate Governance Our information security program is managed by a dedicated Vice President of Information Technology (“ VP of IT ”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
Biggest changeItem 1C. Cybersecurity Corporate Governance Our information security program is managed by a dedicated Senior Vice President of Information Technology (“S VP of IT ”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
Our program is regularly evaluated by internal and external experts, with the results of those reviews reported quarterly to the Audit Committee and senior management. We also actively engage with key vendors and industry participants as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.
Our program is regularly evaluated by internal and external experts, with the results of those reviews reported quarterly to the Audit Committee and 40 senior management. We also actively engage with key vendors and industry participants as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.
The VP of IT provides quarterly reports to the Audit Committee as well as our Chief Executive Officer and other members of our senior management, as appropriate. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the current threat landscape.
The SVP of IT provides quarterly reports to the Audit Committee as well as our Chief Executive Officer and other members of our senior management, as appropriate. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the current threat landscape.
The VP of IT has the relevant expertise in understanding risks from cybersecurity threats and has extensive experience managing cybersecurity risk management programs. Additionally, the VP of IT has served in various leadership roles in information technology and information security for over 20 years.
The SVP of IT has the relevant expertise in understanding risks from cybersecurity threats and has extensive experience managing cybersecurity risk management programs. Additionally, the SVP of IT has served in various leadership roles in information technology and information security for over 20 years.
As of December 31, 2024 , we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected the Company, our business strategy, our results of operations or our financial condition.
As of December 31, 2025 , we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected the Company, our business strategy, our results of operations or our financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs a result, we have closed certain office buildings, including most of the space at our corporate headquarters in Dallas, Texas. We will keep certain other office buildings open to house essential employees who cannot perform their duties remotely, such as employees who work in our data centers that are leased in Texas and Virginia.
Biggest changeWe will keep certain other office buildings open to house essential employees who cannot perform their duties remotely. Data Centers. As of December 31, 2025, we have two leased data centers located in Phoenix, Arizona and Sterling, Virginia. We believe that our existing office space and data center facilities are adequate to meet our needs for the immediate future.
Item 2. Properties As of December 31, 2024 , we have seven properties, all of which are leased. Since June 2020, we have operated as a “ Remote First ” company, meaning that the majority of our workforce operates in a remote working environment.
Item 2. Properties Office Space. As of December 31, 2025 , we have five properties that serve as office space, all of which are leased. Since June 2020, we have operated as a “ Remote First ” company, meaning that the majority of our workforce operates in a remote working environment.
Removed
We believe that our facilities are adequate to meet our needs for the immediate future.
Added
As a result, we elected to close our previous corporate headquarters in Dallas, Texas and to not renew our lease when it ended on December 31, 2025. Effective October 1, 2025, we relocated our headquarters to Grapevine, Texas, occupying approximately 2,600 square feet of office space.
Added
Additionally, we have closed the former Keap headquarters that was acquired as a part of the Keap Acquisition and do not plan to renew the lease when it ends on December 31, 2026. The Company also leases office space in the Dominican Republic for our workforce in the Dominican Republic.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings Information in response to this item is provided in “Part II - Item 8. Note 15, Contingent Liabilities ” and is incorporated by reference into Part I of this Annual Report. Item 4. Mine Safety Disclosures None. 44 PART II
Biggest changeItem 3. Legal Proceedings Information in response to this item is provided in “Part II - Item 8. Note 15, Contingent Liabilities ” and is incorporated by reference into Part I of this Annual Report. Item 4. Mine Safety Disclosures None. PART II 41

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

141 edited+42 added−27 removed62 unchanged
Biggest changeOther Income (Expense) Other income (expense) consists of interest expense, other components of net periodic pension (cost) benefit, and other income (expense), which includes a loss on early extinguishment of debt during the year ended December 31, 2024, a bargain purchase gain as a result of the Vivial Acquisition during the year ended December 31, 2022, and foreign currency-related income and expense. 52 Results of Operations Consolidated Results of Operations The following table sets forth certain consolidated financial data for each of the periods indicated: Years Ended December 31, 2024 (1) 2023 (2) (in thousands of $) Amount % of Revenue Amount % of Revenue Revenue $ 824,156 100 % $ 916,961 100 % Cost of services 286,919 34.8 % 338,714 36.9 % Gross profit 537,237 65.2 % 578,247 63.1 % Operating expenses: Sales and marketing 270,146 32.8 % 300,538 32.8 % General and administrative 217,296 26.4 % 208,880 22.8 % Impairment charges 83,094 10.1 % 268,846 29.3 % Total operating expenses 570,536 69.2 % 778,264 84.9 % Operating (loss) (33,299) 4.0 % (200,017) 21.8 % Other income (expense): Interest expense (46,771) 5.7 % (61,728) 6.7 % Other components of net periodic pension benefit 24,806 3.0 % 2,719 0.3 % Other expense (10,734) 1.3 % (1,518) 0.2 % (Loss) before income tax (expense) benefit (65,998) 8.0 % (260,544) 28.4 % Income tax (expense) benefit (8,218) 1.0 % 1,249 0.1 % Net (loss) $ (74,216) 9.0 % $ (259,295) 28.3 % Other financial data: Adjusted EBITDA (3) $ 162,431 19.7 % $ 187,515 20.4 % Adjusted Gross Profit (4) $ 558,906 $ 605,849 Adjusted Gross Margin (5) 67.8 % 66.1 % (1) Consolidated results of operations includes Keap's results of operations subsequent to the October 31, 2024 acquisition date.
Biggest changeOther Income (Expense) Other income (expense) consists of interest expense, net periodic pension (cost) benefit, and other income (expense), which includes foreign currency-related income and expense. 50 Results of Operations Consolidated Results of Operations The following table presents certain consolidated financial data for each of the periods indicated: Years Ended December 31, 2025 2024 (1) (dollars in thousands) Amount % of Revenue Amount % of Revenue Revenue $ 785,015 100 % $ 824,156 100 % Cost of services 252,305 32.1 % 286,919 34.8 % Gross profit 532,710 67.9 % 537,237 65.2 % Operating expenses: Sales and marketing 225,692 28.8 % 254,433 30.9 % Research and development 39,111 5.0 % 15,713 1.9 % General and administrative 211,198 26.9 % 217,296 26.4 % Impairment charges — — % 83,094 10.1 % Total operating expenses 476,001 60.6 % 570,536 69.2 % Operating income (loss) 56,709 7.2 % (33,299) 4.0 % Other income (expense): Interest expense (34,758) 4.4 % (46,771) 5.7 % Net periodic pension (cost) benefit (8,817) 1.1 % 24,806 3.0 % Other income (expense) 3,909 0.5 % (10,734) 0.5 % Income (loss) before income tax expense 17,043 2.2 % (65,998) 8.0 % Income tax expense (16,736) 2.1 % (8,218) 1.0 % Net income (loss) $ 307 0.0 % $ (74,216) 9.0 % Other financial data: Adjusted EBITDA (2) $ 151,846 19.3 % $ 162,431 19.7 % Adjusted Gross Profit (3) $ 548,231 $ 558,906 Adjusted Gross Margin (4) 69.8 % 67.8 % (1) Consolidated results of operations include Keap's results of operations subsequent to the October 31, 2024 acquisition date.
Adjusted EBITDA should not be considered as an alternative to Net (loss) income 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.
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.
Debt New Term Loan On May 1, 2024, the Company entered into a new Term Loan Credit Agreement (the “ New 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.
Debt 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.
We have experienced and will continue to experience fluctuations in our Net (loss) income 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 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.
Although the plans are frozen, the Company continues to incur interest cost as well as gains or losses associated with changes in fair value of plan assets, all of which are referred to as net periodic pension cost. In determining the pension obligations at each reporting period, management makes certain actuarial assumptions, including discount rates and mortality rates.
Although the plans are frozen, the Company continues to incur interest costs as well as gains or losses associated with changes in fair value of plan assets, all of which are referred to as net periodic pension cost. In determining the pension obligations at each reporting period, management makes certain actuarial assumptions, including discount rates and mortality rates.
For additional information related to goodwill, see Note 5, Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8 in this Annual Report. 63 Pension Obligations The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.
For additional information related to goodwill, see Note 5, Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8 in this Annual Report. Pension Obligations The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.
The New ABL Facility matures on May 1, 2028 and borrowings under the New 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 New 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 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 decrease in ARPU for these periods was related to reduced spend by clients on our print media offerings due to the secular decline of the industry, caused by the continuing shift of advertising spend to larger digital media audiences, and our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to SaaS offerings.
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.
As a result of recognizing revenue upon delivery, we typically record revenue for each published U.S. directory only once every 18 to 24 months, which does not make comparing revenue year-over-year fully representative of actual demand trends due to timing of publication cycles.
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.
The New Term Loan established a senior secured term loan facility (the “ New 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 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 New Term Loan Facility requires mandatory amortization payments, paid quarterly commencing June 30, 2024, equal to (i) $52.5 million per year for the first two years following the closing date of the New Term Loan, and (ii) $35.0 million per year thereafter.
The Term Loan Facility requires mandatory amortization payments, paid quarterly commencing June 30, 2024, equal to (i) $52.5 million per year for the first two years following the closing date of the Term Loan, and (ii) $35.0 million per year thereafter.
We allocate the purchase price, which is the sum of the consideration paid and may 62 consist of cash, equity, or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values.
We allocate the purchase price, which is the sum of the consideration paid and may consist of cash, equity, or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values.
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.
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, 46 Australia, New Zealand and Europe.
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 decline in revenue and strategic cost saving initiatives.
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.
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 million in shares of common stock through April 30, 2029.
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.
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 “Risk Factors.” Ability to Attract and Retain Clients Our revenue growth is driven by our ability to attract, retain and expand the spend of SMB clients.
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 “ Risk Factors. ” Ability to Attract and Retain Clients Our revenue growth is driven by our ability to attract, retain and expand the spend of SMB clients.
We recognized immaterial amounts of foreign 64 currency gains and losses in each of the periods presented. We have not hedged our foreign currency transactions to date.
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 believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our 59 New 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.
We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our new ABL Facility will be sufficient to meet our liquidity requirements, such as working capital requirements for our 57 operations, business development and investment activities, and debt payment obligations, for the following 12 months.
Our PYP directories typically have 12-month publication cycles in Australia, 18-month publication cycles in New Zealand, and 18 to 24-month publication cycles in the U.S. As a result, we typically record revenue for each publication only once every 12 to 24 months, depending on the publication cycle of the directory.
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.
Performance Graph The following graph shows a comparison from October 1, 2020 (the date our common stock commenced trading on Nasdaq) through December 31, 2024, of the cumulative total return for our common stock, the Nasdaq Composite Index and the Russell 2000 Index, calculated on a dividend-reinvested basis.
Performance Graph The following graph shows a comparison from October 1, 2020 (the date our common stock commenced trading on Nasdaq) through December 31, 2025, of the cumulative total return for our common stock, the Nasdaq Composite Index and the Russell 2000 Index, calculated on a dividend-reinvested basis.
Proceeds of the New ABL Facility may be used by the Company for ongoing general corporate purposes and working capital.
Proceeds of the ABL Facility may be used by the Company for ongoing general corporate purposes and working capital.
Our primary sources of revenue in our Thryv Marketing Services segment are Print and Digital services. Our primary source of revenue in our Thryv SaaS segment is our SaaS solutions.
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.
(3) In connection with the debt refinancing completed on May 1, 2024, the Company recorded a Loss on early extinguishment of debt related to the write-off of certain unamortized debt issuance costs on the Company's Prior Term Loan and Prior ABL Facility.
(2) In connection with the debt refinancing completed on May 1, 2024, the Company recorded a Loss on early extinguishment of debt related to the write-off of certain unamortized debt issuance costs on the Company's Prior Term Loan and Prior ABL Facility.
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. 65
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. 63
Critical Accounting Policies and Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
Critical Accounting Policies and Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our audited consolidated financial statements, which have been prepared in accordance with GAAP.
Recent Accounting Pronouncements See Note 1, Description of Business and Summary of Significant Accounting Policies , to our audited consolidated financial statements as of and for the years ended December 31, 2024, 2023, and 2022, included in Part II, Item 8 in this Annual Report, for a discussion of recent accounting pronouncements. I tem 7A.
Recent Accounting Pronouncements See Note 1, Description of Business and Summary of Significant Accounting Policies , to our audited consolidated financial statements as of and for the years ended December 31, 2025, 2024, and 2023, included in Part II, Item 8 in this Annual Report, for a discussion of recent accounting pronouncements. 62 I tem 7A.
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. O n April 3, 2023, we completed the acquisition of Yellow, a New Zealand marketing services company.
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.
We define Adjusted EBITDA (“ Adjusted EBITDA ”) as Net (loss) income plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Restructuring and integration expenses, Loss on early extinguishment of debt, Transaction costs, Stock-based compensation expense, Impairment charges and non-operating expenses, such as, Other components of net periodic pension cost (benefit), Non-cash loss (gain) from remeasurement of indemnification asset, and certain unusual and non-recurring charges that might have been incurred.
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, Loss on early extinguishment of debt, Stock-based compensation expense, Impairment charges, and other non-operating expenses, such as Net periodic pension cost (benefit), Non-cash loss from remeasurement of indemnification asset, and certain unusual and non-recurring charges that might have been incurred.
Years Ended December 31, 2023 and 2022 For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 , refer to Part II, Item 7, “ Management's Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K year ended December 31, 2023 . 56 Non-GAAP Financial Measures We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“ GAAP ”).
Years Ended December 31, 2024 and 2023 For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 , refer to Part II, Item 7, “ Management's Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K for the year ended December 31, 2024 . 54 Non-GAAP Financial Measures We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“ GAAP ”).
See Note 4, Fair Value Measurements , to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information. (5) Expenses related to the Keap Acquisition, Yellow Acquisition, Vivial Acquisition and other transaction costs.
See Note 4, Fair Value Measurements , to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information. 55 (4) Expenses related to the Keap Acquisition, Yellow Acquisition, and other transaction costs.
A single client may have separate r evenue-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.
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.
Per the terms of the New Term Loan Facility, payments of the New Term Loan balance are determined by the Company's Excess Cash Flow (as defined in the New Term Loan Facility). We are in compliance with all covenants under the New Term Loan and New ABL Facility as of December 31, 2024.
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 December 31, 2025.
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 clients with certain Marketing Services products to the Thryv Platform outside of the sales process at no additional base cost to these clients at the time of upgrade.
Transition of Digital Marketing Services Clients to the Thryv Platform During the fourth quarter of 2023, we made a strategic decision to accelerate the transition of clients with Digital marketing services solutions to our Thryv Platform by converting certain Marketing Services products to the Thryv Platform through upgrades initiated for clients by Thryv outside of the sales process at no additional base cost to these clients at the time of upgrade.
The increase in Seasoned NRR during the year ended December 31, 2023 resulted from selling other SaaS products to existing SaaS clients, a price increase for SaaS clients in the third quarter of 2023, and our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to our SaaS offerings that included instances where Marketing Services clients already had at least one of our SaaS solutions and SaaS revenue increased for those clients. 51 Key Components of Our Results of Operations Revenue We generate revenue from our two business segments: Thryv Marketing Services and Thryv SaaS.
The increase in Seasoned NRR during the year ended December 31, 2024 resulted from selling other SaaS products to existing SaaS clients, a price increase for SaaS clients in the third quarter of 2024, and our strategic decision to accelerate the conversion of clients from Digital marketing services solutions to our SaaS offerings that included instances where Marketing Services clients already had at least one of our SaaS solutions for at least two years and SaaS revenue increased for those clients. 49 Key Components of Our Results of Operations Revenue We generate revenue from our two business segments: SaaS and Marketing Services.
New ABL Facility On May 1, 2024, the Company entered into a new Credit Agreement (the “ ABL Credit Agreement ”), which established a new $85.0 million asset-based revolving loan facility (the “ New ABL Facility ”). The New ABL Facility refinanced the Company’s previous asset-based revolving loan facility (the “ Prior ABL Facility ”).
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 ”).
The New Term Loan Facility matures on May 1, 2029 and borrowings under the New Term Loan 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 equal to (i) 6.75% (for SOFR loans) and (ii) 5.75% (for base rate loans).
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).
Specifically, we incurred severance charges of $1.8 million, $0.4 million and $1.2 million in the years ended December 31, 2024, 2023, and 2022, respectively, resulting from the acquisitions of Keap in 2024, Yellow New Zealand in 2023, and Vivial in 2022. (c) We incur professional services, system integration costs and other fees related to each of our acquisitions.
Specifically, we incurred severance charges of $1.8 million and $0.4 million in the years ended December 31, 2024 and 2023, respectively, resulting from the acquisitions of Keap in 2024 and Yellow in 2023. (c) We incur professional services, system integration costs and other fees related to each of our acquisitions.
Note that past stock price performance is not necessarily indicative of future stock price performance. 45 10/01/2020 12/31/2020 12/31/2021 12/30/2022 12/29/2023 12/31/2024 Thryv Holdings, Inc. $ 100.00 $ 96.43 $ 293.79 $ 135.71 $ 145.36 $ 105.71 Nasdaq Composite Index $ 100.00 $ 114.14 $ 138.55 $ 92.69 $ 132.94 $ 171.01 Russell 2000 Index $ 100.00 $ 128.97 $ 146.64 $ 115.02 $ 132.38 $ 145.65 I tem 6. [Reserved] 46 I tem 7.
Note that past stock price performance is not necessarily indicative of future stock price performance. 42 10/01/2020 12/31/2020 12/31/2021 12/30/2022 12/29/2023 12/31/2024 12/31/2025 Thryv Holdings, Inc. $ 100.00 $ 96.43 $ 293.79 $ 135.71 $ 145.36 $ 105.71 $ 43.21 Nasdaq Composite Index $ 100.00 $ 114.14 $ 138.55 $ 92.69 $ 132.94 $ 171.01 $ 205.83 Russell 2000 Index $ 100.00 $ 128.97 $ 146.64 $ 115.02 $ 132.38 $ 145.65 $ 162.09 I tem 6. [Reserved] 43 I tem 7.
As of February 25, 2025 , there were 35 stockholders of record of our common stock (including nominee holders such as banks and brokerage firms who hold shares for beneficial owners), although we believe that the number of beneficial owners is much higher. Prior to the direct listing, there was no public trading market for our common stock .
As of February 24, 2026 , there were 32 stockholders of record of our common stock (including nominee holders such as banks and brokerage firms who hold shares for beneficial owners), although we believe that the number of beneficial owners is much higher. Prior to the direct listing, there was no public trading market for our common stock .
(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 81 thousand, or 26%, as of December 31, 2024 as compared to December 31, 2023.
(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 62 thousand, or 27%, as of December 31, 2025 as compared to December 31, 2024.
Specifically, we incurred severance charges of $10.9 million, $5.4 million and $2.3 million in the years ended December 31, 2024, 2023, and 2022, respectively, primarily related to our legacy Marketing Services employees and our shift from Marketing Services activities. Additionally, certain severance charges resulted from strategic integration activities to right-size our workforce following an acquisition.
Specifically, we incurred severance charges of $13.3 million, $10.9 million and $5.4 million in the years ended December 31, 2025, 2024, and 2023, respectively, primarily related to our legacy Marketing Services employees and our shift from Marketing Services activities. Additionally, certain severance charges resulted from strategic integration activities to right-size our workforce following acquisitions.
Substantially all 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 approxi mately $3.0 million annually bas ed on the debt outstanding at December 31, 2024.
Substantially all 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 approxi mately $2.6 million annually bas ed on the debt outstanding at December 31, 2025.
Our Thryv Marketing Services segment provides both print and digital solutions and generated $480.7 million, $653.2 million, and $986.0 million of consolidated revenues for the years ended December 31, 2024, 2023, and 2022, respectively.
Marketing Services Our Marketing Services segment provides both print and digital solutions and generated $324.0 million, $480.7 million, and $653.2 million of consolidated revenues for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, (in thousands) 2024 2023 2022 Clients Marketing Services (1) 233 314 362 SaaS (2) 114 66 52 Total (3) 296 346 387 (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.
As of December 31, (in thousands) 2025 2024 2023 Clients Marketing Services (1) 171 233 314 SaaS (2) 100 114 66 Total (3) 231 296 346 (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.
The Company determines the amount of revenue to be recognized through application of the five-step model as described in Note 1, Description of Business and Summary of Significant Accounting Policies , to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report.
The Company determines the amount of revenue to be recognized through application of the five-step model as described in Note 1, Description of Business and Summary of Significant Accounting Policies , to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report. We derive revenue from our two business segments: Marketing Services and SaaS.
Our Thryv Marketing Services segment includes Thryv Australia Pty Ltd ( “Thryv Australia” ), and Yellow Holdings Limited ( “Yellow” ), a New Zealand marketing services company, which we acquired on April 3, 2023 for $8.9 million in cash (the “ Yellow Acquisition ”).
Additionally, our Marketing Services segment includes Thryv Australia Pty Ltd (“ Thryv Australia ”), which we acquired on March 1, 2021, and Yellow Holdings Limited (“ Yellow ”), a New Zealand marketing services company, which we acquired on April 3, 2023 for $8.9 million in cash (the “ Yellow Acquisition ”).
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.
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.
SaaS clients increased by 14 thousand, or 27%, as of December 31, 2023 as compared to December 31, 2022 due to our continuing focus on new SaaS client acquisition through improved identification of prospects, improved selling methods, introduction of new product features, a growing international footprint, and the transition of clients from digital Marketing Services solutions to SaaS offerings.
SaaS clients increased by 48 thousand, or 73%, as of December 31, 2024 as compared to December 31, 2023 due to our focus in 2024 on new SaaS client acquisition through improved identification of prospects, improved selling methods, introduction of new product features, a growing international footprint, and the transition of clients from Digital marketing services 47 solutions to SaaS offerings.
Additionally, on November 12, 2024, the underwriter of the offering exercised its option to purchase an additional 857,250 shares of common stock, generating additional proceeds of $11.5 million (after deducting underwriting discounts and commissions). Transition of Digital Marketing Services Clients to the Thryv Platform.
Additionally, on November 12, 2024, the underwriter of the offering exercised its option to purchase an additional 857,250 shares of common stock, generating additional proceeds of $11.5 million (after deducting underwriting discounts and commissions).
The Company defines a related party as any shareholder owning more than 5% of the Company's voting securities. As of December 31, 2024, 40.0% of the New Term Loan was held by a related party who was an equity holder of the Company as of that date.
Solely for this purpose, the Company defines a related party as any shareholder owning more than 5% of the Company's voting securities. As of December 31, 2025, 40.0% of the Term Loan was held by a related party who was an equity holder of the Company as of that date.
Specifically, we reduced printing, distribution and digital fulfillment support costs by $25.2 million, contract services by $11.7 million, and employee-related expenses by $6.8 million. Additionally, depreciation and amortization expense decreased $6.0 million due to the accelerated amortization method used by the Company.
Specifically, we reduced printing, distribution and digital fulfillment support costs by $18.2 million, contract services by $4.8 million, and employee-related expenses by $5.4 million. Additionally, depreciation and amortization expense decreased by $6.1 million due to the accelerated amortization method used by the Company.
The following is a reconciliation of Restructuring and integration expenses that are included in the Adjusted EBITDA to Net (loss) income reconciliation above: (in thousands) Years Ended December 31, Reconciliation of Restructuring and integration expenses 2024 2023 2022 Abandoned facility costs (a) $ 8,303 $ 3,999 $ 7,461 Severance charges (b) 12,668 5,834 3,491 Post-acquisition and integration expenses (c) 5,902 3,995 5,567 Tax, accounting, and legal fees (d) 5,824 784 1,285 Total Restructuring and integration expenses $ 32,697 $ 14,612 $ 17,804 (a) Represents expenses related to maintenance, utilities, and general upkeep at the Company’s leased buildings.
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) Years Ended December 31, Reconciliation of Restructuring and integration expenses 2025 2024 2023 Abandoned facility costs (a) $ 5,068 $ 8,303 $ 3,999 Severance charges (b) 13,334 12,668 5,834 Post-acquisition and integration expenses (c) 5,775 5,902 3,995 Tax, accounting, and legal fees (d) 4,003 5,824 784 Total Restructuring and integration expenses $ 28,180 $ 32,697 $ 14,612 (a) Represents expenses related to maintenance, utilities, and general upkeep at the Company’s leased buildings.
Print revenue is recognized upon delivery of the published directories. Individual published directories have different publication cycles, with a typical lifecycle of 18 months for U.S. directories in 2024. During the fourth quarter of 2024, we began to transition to 24 month publication cycles for U.S. directories.
Individual published directories have different publication cycles, with a typical lifecycle of 24 months for U.S. directories in 2025. During the fourth quarter of 2024, we began to transition from 18-month publication cycles to 24-month publication cycles for U.S. directories.
(4) 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.
(2) See “ Non-GAAP Financial Measures ” for a definition of Adjusted EBITDA and a reconciliation to Net income (loss), the most directly comparable measure presented in accordance with GAAP. (3) See “ Non-GAAP Financial Measures ” for a definition of Adjusted Gross Profit and a reconciliation to Gross profit, the most directly comparable measure presented in accordance with GAAP.
Years Ended December 31, 2024 2023 2022 ARPU (Monthly) Marketing Services $ 133 $ 158 $ 178 SaaS 330 372 369 Monthly ARPU for Marketing Services decreased by $25, or 16%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, and $20, or 11%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Years Ended December 31, 2025 2024 2023 ARPU (Monthly) Marketing Services $ 108 $ 133 $ 158 SaaS $ 356 $ 330 $ 372 Monthly ARPU for Marketing Services decreased by $25, or 19%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, and $25, or 16%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk As of December 31, 2024, we had total recorded debt outstanding of $284.3 million (net of $10.8 million of unamortized original issue discount and debt issuance costs), which was comprised of amounts outstanding under our New Term Loan of $271.3 million and New ABL Facility of $23.9 million .
Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk As of December 31, 2025, we had total recorded debt outstanding of $253.5 million (net of $7.9 million of unamortized original issue discount and debt issuance costs), which was comprised of amounts outstanding under our Term Loan of $236.3 million and ABL Facility of $25.1 million .
These reduction in force actions 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.
(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.
Revenue for all services is recognized when control transfers to the SMB. For print solutions, control transfers upon delivery of the published directories. Control over SaaS and digital services transfers to the SMB evenly over the service period.
Revenue for all services is recognized when control transfers to the SMB. For print solutions, control transfers upon delivery of the published directories.
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 that growth in ARPU is an indicator of client satisfaction with our services.
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 that growth in ARPU is an indicator of client satisfaction with our services.
Often, the Company does not have sufficient standalone sales information, as contracts with customers generally include multiple performance obligations. When standalone sales information is not available, the Company estimates the standalone selling price using information that may include market conditions, entity-specific factors such as pricing and discounting strategies, and other inputs.
When standalone sales information is not available, the Company estimates the standalone selling price using information that may include market conditions, entity-specific factors such as pricing and discounting strategies, and other inputs.
However, this resulted in the growth of SaaS revenue as highlighted below in the Thryv SaaS Revenue section. 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.
Digital revenue primarily 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.
(d) These costs consist of legal expenses related to legal cases inherited from acquisitions and accounting fees related to acquisitions. 58 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 : Year Ended December 31, 2024 (in thousands) Thryv Marketing Services Thryv SaaS Total Reconciliation of Adjusted Gross Profit Gross profit $ 299,015 $ 238,222 $ 537,237 Plus: Depreciation and amortization expense 12,406 8,600 21,006 Stock-based compensation expense 327 336 663 Adjusted Gross Profit $ 311,748 $ 247,158 $ 558,906 Gross Margin 62.2 % 69.4 % 65.2 % Adjusted Gross Margin 64.9 % 72.0 % 67.8 % Year Ended December 31, 2023 (in thousands) Thryv Marketing Services Thryv SaaS Total Reconciliation of Adjusted Gross Profit Gross profit $ 409,057 $ 169,190 $ 578,247 Plus: Depreciation and amortization expense 20,811 6,178 26,989 Stock-based compensation expense 399 214 613 Adjusted Gross Profit $ 430,267 $ 175,582 $ 605,849 Gross Margin 62.6 % 64.2 % 63.1 % Adjusted Gross Margin 65.9 % 66.6 % 66.1 % Year Ended December 31, 2022 (in thousands) Thryv Marketing Services Thryv SaaS Total Reconciliation of Adjusted Gross Profit Gross profit $ 648,039 $ 132,343 $ 780,382 Plus: Depreciation and amortization expense 33,185 5,162 38,347 Stock-based compensation expense 332 89 421 Adjusted Gross Profit $ 681,556 $ 137,594 $ 819,150 Gross Margin 65.7 % 61.2 % 64.9 % Adjusted Gross Margin 69.1 % 63.6 % 68.1 % Liquidity and Capital Resources Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own.
(d) These costs consist of legal expenses related to legal cases inherited from acquisitions and accounting fees related to acquisitions. 56 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: Year Ended December 31, 2025 (in thousands) SaaS Marketing Services Total Reconciliation of Adjusted Gross Profit Gross profit $ 325,824 $ 206,886 $ 532,710 Plus: Depreciation and amortization expense 8,785 6,133 14,918 Stock-based compensation expense 352 251 603 Adjusted Gross Profit $ 334,961 $ 213,270 $ 548,231 Gross Margin 70.7 % 63.9 % 67.9 % Adjusted Gross Margin 72.7 % 65.8 % 69.8 % Year Ended December 31, 2024 (in thousands) SaaS Marketing Services Total Reconciliation of Adjusted Gross Profit Gross profit $ 238,222 $ 299,015 $ 537,237 Plus: Depreciation and amortization expense 8,600 12,406 21,006 Stock-based compensation expense 336 327 663 Adjusted Gross Profit $ 247,158 $ 311,748 $ 558,906 Gross Margin 69.4 % 62.2 % 65.2 % Adjusted Gross Margin 72.0 % 64.9 % 67.8 % Year Ended December 31, 2023 (in thousands) SaaS Marketing Services Total Reconciliation of Adjusted Gross Profit Gross profit $ 169,190 $ 409,057 $ 578,247 Plus: Depreciation and amortization expense 6,178 20,811 26,989 Stock-based compensation expense 214 399 613 Adjusted Gross Profit $ 175,582 $ 430,267 $ 605,849 Gross Margin 64.2 % 62.6 % 63.1 % Adjusted Gross Margin 66.6 % 65.9 % 66.1 % Liquidity and Capital Resources Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own.
While we believe we have made reasonable estimates and utilized reasonable assumptions to calculate the fair values of our reporting units, it is possible a material change could occur to the estimated fair value of these assets.
No goodwill impairment charges were recorded during the year ended December 31, 2025. 45 While we believe we have made reasonable estimates and utilized reasonable assumptions to calculate the fair values of our reporting units, it is possible a material change could occur to the estimated fair value of these assets.
The decrease in SaaS ARPU during the year ended December 31, 2024 primarily resulted from our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to our SaaS offerings at no additional base cost at the time of upgrade.
Monthly ARPU for SaaS decreased by $42, or 11%, during the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulting from our strategic decision to accelerate the conversion of clients from Digital marketing services solutions to our SaaS offerings at no additional base cost at the time of upgrade.
While we believe these clients are receiving a valuable upgrade to our Thryv Platform and will be more likely to subscribe for additional features of the Thryv Platform in the future, the conversion of these clients outside of the 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.
While we believe the conversions initiated for clients by Thryv provides valuable upgrades from Digital marketing services to our Thryv Platform and that converted clients will be more likely to subscribe for additional features of the Thryv Platform in the future, Thryv's conversion of products for these clients outside of the traditional sales process could result in these clients cancelling their services with us (known as “churn”) at a materially higher rate than the other clients in our SaaS segment.
Marketing Services clients decreased by 48 thousand, or 13%, as of December 31, 2023 as compared to December 31, 2022.
Marketing Services clients decreased by 81 thousand, or 26%, as of December 31, 2024 as compared to December 31, 2023.
For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling price is the price at which the Company would sell a promised service separately to a client. Judgment is required to determine the standalone selling price for each distinct performance obligation.
The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling price is the price at which the Company would sell a promised service separately to a client.
Total clients decreased by 50 thousand, or 14%, as of December 31, 2024 as compared to December 31, 2023. Total clients decreased by 41 thousand, or 11%, as of December 31, 2023 as compared to December 31, 2022.
Total clients decreased by 65 thousand, or 22%, as of December 31, 2025 as compared to December 31, 2024 and decreased by 50 thousand, or 14%, as of December 31, 2024 as compared to December 31, 2023.
During the year ended December 31, 2023, Other includes expenses related to the valuation of certain assets as a result of the acquisition of Thryv Australia and foreign exchange related expense. During the year ended December 31, 2022, Other primarily represents the bargain purchase gain as a result of the Vivial Acquisition, partially offset by foreign exchange-related expense.
During the year ended December 31, 2023, Other expenses related to the valuation of certain assets as a result of the acquisition of Thryv Australia and foreign exchange-related expense.
(2) Consolidated results of operations includes Yellow's results of operations subsequent to the April 3, 2023 acquisition date. (3) See “ Non-GAAP Financial Measures ” for a definition of Adjusted EBITDA and a reconciliation to Net (loss) income, the most directly comparable measure presented in accordance with GAAP.
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.
We had total recorded debt outstanding of $284.3 million (net of $10.8 million of unamortized original issue discount and debt issuance cost) at December 31, 2024, which was comprised of amounts outstanding under the New Term Loan of $271.3 million and New ABL Facility of $23.9 million.
We had total recorded debt outstanding of $253.5 million (net of $7.9 million of unamortized original issue discount and debt issuance cost) at December 31, 2025, which was comprised of amounts outstanding under the Term Loan of $236.3 million and ABL Facility of $25.1 million.
In 2024, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and virtual interactions. We serve approximately 300,000 SMB clients globally through two business segments: Thryv SaaS and Thryv Marketing Services . Thryv Marketing Services.
Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. In 2025, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and virtual interactions. We serve approximately 230,000 SMB clients globally through two business segments: SaaS and Marketing Services .
For a discussion on contingent obligations, see Note 15, Contingent Liabilities , to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report.
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 15, Contingent Liabilities , to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report.
Print revenue decreased by $10.8 million, or 4.1%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Print revenue decreased by $30.4 million, or 12.0%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
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 agreement is for our Corporate headquarters, which ends on December 31, 2025 and will not be renewed.
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 following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net (loss) income : Years Ended December 31, (in thousands) 2024 2023 2022 Reconciliation of Adjusted EBITDA Net (loss) income $ (74,216) $ (259,295) $ 54,348 Impairment charges 83,094 268,846 102,222 Depreciation and amortization expense 52,789 63,251 88,392 Interest expense 46,771 61,728 60,407 Stock-based compensation expense (1) 24,118 22,201 14,628 Restructuring and integration expenses (2) 32,697 14,612 17,804 Loss on early extinguishment of debt (3) 6,638 — — Non-cash loss (gain) from remeasurement of indemnification asset (4) — 10,734 (2,148) Transaction costs (5) 5,145 373 6,119 Income tax expense (benefit) 8,218 (1,249) 44,627 Other components of net periodic pension benefit (6) (24,806) (2,719) (44,612) Other (7) 1,983 9,033 (8,445) Adjusted EBITDA $ 162,431 $ 187,515 $ 333,342 (1) The Company records Stock-based compensation expense related to the amortization of grant date fair value of the Company’s stock-based compensation awards.
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income (loss): Years Ended December 31, (in thousands) 2025 2024 2023 Reconciliation of Adjusted EBITDA Net income (loss) $ 307 $ (74,216) $ (259,295) Impairment charges — 83,094 268,846 Depreciation and amortization expense 39,459 52,789 63,251 Interest expense 34,758 46,771 61,728 Stock-based compensation expense 25,250 24,118 22,201 Restructuring and integration expenses (1) 28,180 32,697 14,612 Loss on early extinguishment of debt (2) — 6,638 — Non-cash loss from remeasurement of indemnification asset (3) — — 10,734 Transaction costs (4) — 5,145 373 Income tax expense (benefit) 16,736 8,218 (1,249) Net periodic pension cost (benefit) (5) 8,817 (24,806) (2,719) Other (6) (1,661) 1,983 9,033 Adjusted EBITDA $ 151,846 $ 162,431 $ 187,515 (1) See the table below for detail of Restructuring and integration expenses for the years ended December 31, 2025, 2024, and 2023.
The decrease in total Revenue was driven primarily by a decrease in Thryv Marketing Services Revenue of $172.6 million, partially offset by an increase in Thryv SaaS Revenue of $79.8 million. Thryv Marketing Services Revenue Thryv Marketing Services revenue decreased by $172.6 million, or 26.4%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The decrease in total Revenue was driven primarily by a decrease in Marketing Services Revenue of $156.7 million, partially offset by an increase in SaaS Revenue of $117.6 million. SaaS Revenue SaaS revenue increased by $117.6 million, or 34.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Years Ended December 31, 2024 2023 2022 Seasoned NRR 98 % 96 % 91 % Seasoned NRR increased by 2% for the year ended December 31, 2024 compared to the year ended December 31, 2023, and increased by 5% during the year ended December 31, 2023 compared to the year ended December 31, 2022.
As of December 31, 2025 2024 2023 Seasoned NRR 94 % 98 % 96 % Seasoned NRR decreased by 4% for the year ended December 31, 2025 compared to the year ended December 31, 2024, and increased by 2% during the year ended December 31, 2024 compared to the year ended December 31, 2023.
The Company also paid $5.5 million of debt issuance costs during the year ended December 31, 2024 related to the New Term Loan.
Additionally, the Company paid debt issuance costs of $5.5 million during the year ended December 31, 2024 related to the Term Loan, while no payments were made for debt issuance costs during the year ended December 31, 2025.
Our gross margin increased by 210 basis points, to 65.2%, for the year ended December 31, 2024 compared to 63.1% for the year ended December 31, 2023.
Gross margin increased by 270 basis points to 67.9% for the year ended December 31, 2025 compared to 65.2% for the year ended December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk 64 Item 8. Financial Statements and Supplementary Data 66 Consolidated Statements of Operations and Comprehensive (Loss) Income 69 Consolidated Balance Sheets 70 Consolidated Statements of Changes in Stockholders' Equity 71 Consolidated Statements of Cash Flows 72 Notes to Consolidated Financial Statements 73
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk 63 Item 8. Financial Statements and Supplementary Data 64 Consolidated Statements of Operations and Comprehensive Income (Loss) 67 Consolidated Balance Sheets 68 Consolidated Statements of Changes in Stockholders' Equity 69 Consolidated Statements of Cash Flows 70 Notes to Consolidated Financial Statements 71

Other THRY 10-K year-over-year comparisons