Filing Analysis
Thryv Holdings, Inc. has replaced its 2026 Short-Term Incentive Plan (STIP) with a new 'Bridge Plan' effective July 1, 2026. This change is driven by a recent company restructuring that necessitated updated performance targets and business priorities for the second half of the year.
🚩 Red Flags
- Implicit admission of significant company restructuring following the original December 2025 incentive plan approval.
- Retroactive effective date (July 1) for a new compensation structure can sometimes indicate mid-year volatility or shifts in strategic direction.
📋 Key Facts
- The Compensation Committee approved the termination of the 2026 STIP and replacement with the H2 2026 Bridge Plan on August 10, 2026.
- The Bridge Plan is effective retroactively as of July 1, 2026.
- Target opportunities under the Bridge Plan are prorated to 50% of the original annual target to reflect a six-month performance period (July 1 – Dec 31, 2026).
- Performance targets have been updated to align with a revised second-half 2026 business plan and operating priorities.
- The change affects all employees who were participants in the 2026 STIP, including Named Executive Officers.
Thryv Holdings, Inc. filed an 8-K to announce its earnings results for the six months ended June 30, 2026 and to provide an investor presentation.
📋 Key Facts
- Earnings release issued for the six months ended June 30, 2026 on August 4, 2026.
- Company held a conference call on August 4, 2026 to discuss results.
- Investor presentation furnished as Exhibit 99.2.
Thryv Holdings, Inc. reported the results of its annual meeting of stockholders held on June 11, 2026. The meeting resulted in the election of two Class III directors and the ratification of the company's independent auditor.
📋 Key Facts
- Stockholders elected John Slater and Joseph A. Walsh to the Board of Directors for three-year terms expiring in 2029.
- Grant Thornton LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- The non-binding advisory vote on executive compensation was approved by a majority of votes (29,067,433 FOR vs 2,374,514 AGAINST).
Thryv Holdings, Inc. announced its financial results for the first quarter ended March 31, 2026, and provided an investor presentation for its conference call.
📋 Key Facts
- Earnings reported for the three months ended March 31, 2026
- Press release issued on April 30, 2026, as Exhibit 99.1
- Investor presentation furnished as Exhibit 99.2 for a conference call held on April 30, 2026
- The filing was made under Items 2.02 and 7.01, which are furnished rather than filed
Thryv Holdings, Inc. announced a conference call for February 26, 2026, and furnished an accompanying investor presentation.
📋 Key Facts
- The company scheduled a conference call for February 26, 2026.
- An investor presentation was furnished as Exhibit 99.1.
- The disclosure was made under Item 7.01 (Regulation FD Disclosure).
- The filing was signed by Paul D. Rouse, CFO, EVP, and Treasurer.
Thryv Holdings, Inc. announced its financial results for the fiscal year ended December 31, 2025, and scheduled a conference call to discuss the performance. The filing is a routine disclosure of annual earnings results.
📋 Key Facts
- Earnings reported for the fiscal year ended December 31, 2025
- Press release issued on February 26, 2026
- Conference call held on February 26, 2026
- Information furnished under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure)
Thryv Holdings, Inc. announced that its Compensation Committee approved one-time cash retention bonuses for three key executives to ensure continued employment and performance through 2027.
🚩 Red Flags
- Retention bonuses for top executives often signal high turnover risk or internal instability within the leadership team.
- The structure suggests a need to prevent poaching of critical personnel during a transitional or volatile period.
📋 Key Facts
- Retention bonuses approved on January 5, 2026.
- Participants include Grant Freeman (President), John Wholey (Chief Operations & Customer Success Officer), and Lesley Bolger (Chief Legal Officer & Human Resources).
- Bonus amount is 50% of each participant's annual base salary.
- First installment: 60% of the bonus, payable after August 31, 2026, contingent on continued employment/performance.
- Second installment: 40% of the bonus, payable after August 31, 2027, contingent on continued employment/performance.
Thryv Holdings, Inc. issued an 8-K to announce its earnings results for the nine months ended September 30, 2025 and provided an investor presentation.
📋 Key Facts
- Earnings release announced for the nine months ended September 30, 2025.
- Company held a conference call on October 30, 2025 to discuss results.
- Investor presentation furnished as Exhibit 99.2.
Thryv Holdings, Inc. filed an 8-K to announce its earnings results for the six months ended June 30, 2025 and to provide an investor presentation.
📋 Key Facts
- Earnings release issued for the six months ended June 30, 2025 on July 30, 2025.
- Investor presentation provided as Exhibit 99.2.
- Conference call held on July 30, 2025 to discuss results.
Thryv Holdings, Inc. reported the results of its annual meeting of stockholders held on June 12, 2025. The filing details the election of two Class II directors and the outcome of several shareholder proposals including auditor ratification and executive compensation.
📋 Key Facts
- Annual meeting held on June 12, 2025.
- Ryan O’Hara elected to the Board (3-year term expiring 2028) with 27,433,710 votes FOR.
- Lou Orfanos elected to the Board (3-year term expiring 2028) with 33,106,606 votes FOR.
- Ratification of Grant Thornton LLP as independent auditor for fiscal year ending Dec 31, 2025 was approved.
- Non-binding advisory vote on executive compensation (Say-on-Pay) was approved.
- Amendment to the certificate of corporation regarding voting requirements was approved.
Thryv Holdings, Inc. filed an 8-K/A to amend a previous filing from May 1, 2025, to correct a guidance error in its earnings release. The company is revising its Full Year 2025 Marketing Services Revenue forecast upward by $5 million.
🚩 Red Flags
- Error in financial guidance provided in a primary earnings release requires an official amendment (8-K/A).
- Potential concerns regarding internal controls over financial reporting given the error in public guidance.
📋 Key Facts
- Original FY2025 Marketing Services Revenue guidance: $310.0M - $314.0M
- Corrected FY2025 Marketing Services Revenue guidance: $315.0M - $318.0M
- The amendment (Form 8-K/A) was filed to correct an error in the Exhibit 99.1 earnings release.
- Amendment is specifically for Item 9.01 regarding Financial Statements and Exhibits.
Thryv Holdings, Inc. filed an 8-K to announce its quarterly earnings results for the period ended March 31, 2025. The filing includes a press release and an investor presentation.
📋 Key Facts
- Earnings announcement for the three months ended March 31, 2025, issued on May 1, 2025.
- The company held/is holding a conference call to discuss results on May 1, 2025.
- Investor presentation provided as Exhibit 99.2.
Thryv Holdings, Inc. filed an 8-K to announce its earnings results for the fiscal year ended December 31, 2024. The filing includes a press release and an investor presentation.
📋 Key Facts
- Company announced full-year 2024 financial results on February 27, 2025.
- The company held/is holding a conference call to discuss the results on February 27, 2025.
- An investor presentation was provided as Exhibit 99.2.
Thryv Holdings, Inc. filed an amendment to its previous 8-K to detail the separation agreement for James McCusker, Chief Revenue Officer. The departure is effective December 31, 2024, following a mutual agreement.
🚩 Red Flags
- Executive turnover (CRO) can sometimes signal shifts in sales strategy or internal friction, though this is noted as a mutual separation without cause.
📋 Key Facts
- James McCusker (Chief Revenue Officer and EVP) will depart the company effective December 31, 2024.
- The separation was mutually agreed upon and is classified as 'Termination without Cause' for equity purposes.
- Severance includes 78 weeks of pay based on salary plus 1.5x target short-term incentive bonus.
- Additional benefits include a prorated annual bonus, 18 months of life insurance, and one year of outplacement services.
- The agreement includes confidentiality, non-disparagement, and non-solicitation covenants.
Thryv Holdings, Inc. filed an 8-K to announce its Analyst Day held on December 3, 2024. The filing serves to furnish the press release and presentation materials related to the event via Regulation FD disclosure.
📋 Key Facts
- The company hosted an Analyst Day on December 3, 2024.
- Information regarding the Analyst Day was furnished under Item 7.01 (Regulation FD Disclosure).
- Exhibits include a press release (99.1) and an Analyst Day presentation (99.2).
Thryv Holdings, Inc. announced the full exercise of an over-allotment option by RBC Capital Markets LLC. This resulted in the sale of 857,250 additional shares, raising approximately $11.5 million in net proceeds.
🚩 Red Flags
- Dilution: The issuance of additional shares dilutes existing shareholders' ownership percentage.
📋 Key Facts
- Underwriter (RBC Capital Markets, LLC) exercised its option to purchase an additional 857,250 shares of common stock on November 12, 2024.
- The sale generated approximately $11.5 million in net proceeds from the additional shares.
- Total net proceeds from the overall offering amount to approximately $88.3 million (before offering expenses).
- The underlying underwriting agreement was dated October 29, 2024.
Thryv Holdings, Inc. announced that James McCusker will depart from his role as Chief Revenue Officer and Executive Vice President effective January 6, 2025. The departure is a mutual agreement and will be treated as a 'Termination without Cause' for equity purposes.
🚩 Red Flags
- Departure of a key executive officer (Chief Revenue Officer).
📋 Key Facts
- James McCusker to leave the Company on January 6, 2025.
- Departure is by mutual agreement between the Company and Mr. McCusker.
- The departure constitutes a 'Termination without Cause' regarding his equity awards.
- Mr. McCusker will receive a prorated portion of unvested restricted stock units (RSUs).
- A portion of performance stock units (PSUs) will remain eligible to vest based on actual company performance.
Thryv Holdings, Inc. filed an 8-K to announce its quarterly earnings results for the nine months ended September 30, 2024 and to provide an investor presentation.
📋 Key Facts
- Company released financial results for the nine months ended September 30, 2024 on November 7, 2024.
- The company held a conference call on November 7, 2024 to discuss the results.
- An investor presentation was furnished as part of the disclosure.
Thryv Holdings, Inc. completed a public offering of 5,715,000 shares of common stock at $14.00 per share. The company raised approximately $76 million in net proceeds through an underwriting agreement with RBC Capital Markets.
🚩 Red Flags
- Equity dilution for existing shareholders due to the issuance of new common stock.
📋 Key Facts
- Offering size: 5,715,000 shares of common stock.
- Pricing: $14.00 per share.
- Net proceeds: Approximately $76 million (after discounts and expenses).
- Underwriter: RBC Capital Markets, LLC.
- Option to purchase additional shares: 857,250 shares at the same terms.
- Closing date: October 31, 2024.
Thryv Holdings announced a definitive agreement to acquire Keap for $80 million in cash, funded partly by a new $75 million equity offering. The filing also discloses an $83.1 million non-cash impairment charge and an SEC subpoena regarding the company's strategic shift from marketing services to SaaS.
🚩 Red Flags
- Significant non-cash impairment charge ($83.1M) resulting in zero goodwill for a major reporting unit.
- Receipt of an SEC subpoena related to the company's business model transition.
- Dilutive equity offering ($75M) to fund acquisitions and operations.
- Multiple material items (acquisition, impairment, dilution, regulatory inquiry) in a single filing.
📋 Key Facts
- Entered into definitive merger agreement to acquire Infusion Software, Inc. d/b/a Keap on October 29, 2024.
- Acquisition price is $80 million in cash, subject to customary adjustments.
- Announced a $75.0 million public offering of common stock; underwriter has a 30-day option for an additional 15%.
- Recorded a non-cash impairment charge of $83.1 million in Q3 2024, reducing goodwill in the Thryv Marketing Services unit to zero.
- Received an SEC subpoena on October 17, 2024, regarding the strategic conversion of clients from marketing services to SaaS solutions.
Thryv Holdings, Inc. filed an 8-K to announce its earnings results for the six months ended June 30, 2024 and to provide an investor presentation.
📋 Key Facts
- The company issued a press release regarding earnings for the first half of 2024 (six months ended June 30, 2024).
- An investor presentation was furnished as part of the Regulation FD disclosure.
- The filing includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Investor Presentation).
Thryv Holdings, Inc. reported the results of its annual meeting of stockholders held on June 13, 2024. The filing details the election of three Class I directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual meeting held on June 13, 2024.
- Three Class I directors elected: Amer Akhtar, Bonnie Kintzer, and Lauren Vaccarello; terms expire at the 2027 annual meeting.
- Stockholders ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Advisory vote on executive compensation (Say-on-Pay) was approved with significant majority support.
Thryv Holdings, Inc. entered into two major financing agreements on May 1, 2024: a $350 million senior secured term loan and an $85 million asset-based revolving credit facility (ABL) to refinance existing debt.
🚩 Red Flags
- Significant mandatory amortization requirements ($52.5M annually for the first two years) may pressure cash flow.
- New financial covenants (Total Net Leverage Ratio and SaaS Revenue thresholds) introduce potential default risks if performance fluctuates.
📋 Key Facts
- Entered into a $350.0 million Term Loan Facility maturing May 1, 2029.
- Term Loan interest rates: SOFR + 6.75% or Base Rate + 5.75%.
- Term Loan requires mandatory amortization of $52.5M/year for the first two years (starting June 30, 2024).
- Entered into an $85.0 million ABL Facility maturing May 1, 2028.
- ABL interest rates: SOFR + 2.50%-2.75% or Base Rate + 1.50%-1.75%.
- New financial covenants include a Total Net Leverage Ratio minimum of 3.00:1.00 and specific SaaS Revenue thresholds.
- The new facilities refinance existing debt previously held with Wells Fargo Bank, N.A.
Thryv Holdings, Inc. announced the mutual agreement for Gordon Henry, Chief Strategy Officer and EVP, to depart the company effective March 22, 2024.
🚩 Red Flags
- Departure of a high-level executive (Chief Strategy Officer) can sometimes signal shifts in corporate direction or internal friction, though this is noted as 'mutual'.
📋 Key Facts
- Gordon Henry is leaving his role as Chief Strategy Officer and Executive Vice President.
- Departure date: March 22, 2024.
- Separation includes $1,083,750 in cash severance (78 weeks of pay plus 1.5x target bonus).
- The departure is classified as 'Termination without Cause' for equity purposes.
- Mr. Henry will receive prorated portions of unvested RSUs and PSUs.
Thryv Holdings, Inc. filed an 8-K to announce its earnings results for the fiscal year ended December 31, 2023. The filing includes a press release and an investor presentation used during their scheduled conference call.
📋 Key Facts
- Earnings release date: February 22, 2024
- Reporting period: Year ended December 31, 2023
- Included Exhibit 99.1 (Press Release) and Exhibit 99.2 (Investor Presentation)
- Filed by CFO Paul D. Rouse