Form 8-K

8-K — Thryv Holdings, Inc.

Accession: 0001556739-26-000039

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001556739

SIC: 7310 (SERVICES-ADVERTISING)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — thryv-20260804.htm (Primary)

EX-99.1 (exhibit991-pressreleaseq22.htm)

EX-99.2 (exhibit992-q22026investo.htm)

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8-K

8-K (Primary)

Filename: thryv-20260804.htm · Sequence: 1

thryv-20260804

0001556739FALSE00015567392026-08-042026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2026

THRYV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-35895 13-2740040

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1301 Municipal Way, Suite 220

Grapevine, TX

76051

(Address of Principal Executive Offices) (Zip Code)

(972) 453-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.01 par value THRY

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 4, 2026, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the six months ended June 30, 2026. This press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The Company will hold a conference call on August 4, 2026. A copy of the investor presentation to be discussed at the conference call is being furnished as Exhibit 99.2, and is incorporated herein by reference and available on the Company’s website.

The information in Item 2.02 and Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1

Press release, dated August 4, 2026, issued by Thryv Holdings, Inc.

99.2

Investor Presentation

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THRYV HOLDINGS, INC.

Date: August 4, 2026

By: /s/ Paul D. Rouse

Name: Paul D. Rouse

Title: Chief Financial Officer, Executive Vice President and Treasurer

EX-99.1

Filename: exhibit991-pressreleaseq22.htm · Sequence: 2

Document

Exhibit 99.1

Thryv Reports Second Quarter 2026 Results and Launches Thryv Growth Platform

–Q2 SaaS Revenue Grows to 76% of Total Revenue

–Q2 SaaS Monthly ARPU Increases 12% Year-Over-Year to $394

–Company Announces Strategic Restructuring Plan to Improve Operating Efficiencies

DALLAS, August 4, 2026 – Thryv Holdings, Inc. (NASDAQ:THRY) (“Thryv” or the “Company”), the provider of Thryv®, an AI-native growth platform for local service businesses, reported results for the second quarter of 2026.

"Our second quarter marked another step forward in the transformation of our business, with SaaS now representing 76% of our revenue and ARPU growing 12% year-over-year," said Joe Walsh, Thryv Chairman and CEO. "Our SaaS profile now reflects our deliberate focus on the newly launched Thryv Growth Platform, the first platform purpose-built for the small business owner with AI running underneath to turn every lead into measurable revenue. We are also announcing a restructuring plan that realigns our cost structure to focus on a SaaS operating model and extend the agentic AI capabilities embedded in Thryv's customer-facing platform. Looking ahead, we remain focused on reaccelerating the growth of our SaaS business. We are announcing today that we have partnered Ooma and plan to establish a strategic partnership with Wix, with a shared focus on helping small businesses succeed."

The Company expects to incur total restructuring and related charges of approximately $20 million to $25 million, approximately 10% of which has already been incurred, with approximately 40% expected to be recognized in the second half of 2026 and the remaining 50% to be recognized in 2027. Cost savings are anticipated to begin in 2027, building to approximately $55 million to $60 million in gross annualized cost savings upon completion.

“We remain focused on optimizing the Thryv Growth Platform, a unified, AI-native growth offering, concentrating investments to scale the business and expand profitability. These initiatives are expected to be accretive to Adjusted EBITDA margins in the future, while strengthening the Company's free cash flow generation,” stated Paul Rouse, Chief Financial Officer.

Second Quarter Financial 2026 Highlights:

•SaaS revenue was $114.5 million, a decrease of 0.5% year-over-year, of which Market, Sell, Grow initiatives grew 21%1 year-over-year, offset by headwinds in legacy CRM products

•Marketing Services revenue was $36.2 million

•Consolidated total revenue was $150.7 million

•Consolidated net loss was $16.7 million, or $(0.38) per diluted share; compared to net income of $13.9 million, or $0.31 per diluted share, for the second quarter of 2025

•Consolidated Adjusted EBITDA was $20.8 million, representing an Adjusted EBITDA margin of 13.8%

1 Excludes Keap. Market, Sell, Grow initiatives include Marketing Center and additional marketing value-added services.

•SaaS Adjusted EBITDA was $13.6 million, representing an Adjusted EBITDA margin of 11.8%

•Marketing Services Adjusted EBITDA was $7.3 million, representing an Adjusted EBITDA margin of 20.0%

•Consolidated Gross Profit was $94.6 million

•Consolidated Adjusted Gross Profit2 was $99.2 million

•SaaS Gross Profit was $72.7 million, representing a Gross Margin of 63.5%

•SaaS Adjusted Gross Profit1 was $76.2 million, representing an Adjusted Gross Margin of 66.6%

Recent Business Highlights and Metrics

•Quality customers3 (defined as those contributing more than $400 in monthly recurring revenue) accounted for 72% of SaaS revenue3 in the second quarter of 2026

•SaaS clients were 95 thousand at the end of the second quarter of 2026

•Seasoned Net Revenue Retention4 was 90% for the second quarter of 2026

•SaaS monthly Average Revenue per Unit (“ARPU”)5 was $394 for the second quarter of 2026, an increase of 11.9% year-over-year

Outlook

Based on information available as of August 4, 2026, Thryv is issuing guidance6 for the third quarter of 2026 and updating full year 2026 as indicated below:

3rd Quarter

4th Quarter Full Year

(in millions) 2026 2026 2026

SaaS Revenue

$111.0 - $112.0

$111.0 - $114.0

$453.0 - $457.0

SaaS Adjusted EBITDA7

$8.5 - $9.5

$9.0 - $10.0

$42.0 - $44.0

3rd Quarter 4th Quarter Full Year

(in millions) 2026 2026 2026

Marketing Services Revenue $34.0 - $35.0 $40.0 - $41.0

$161.0 - $163.0

Marketing Services Adjusted EBITDA7

$5.0 - $6.0 $5.5 - $6.5

$31.0 - $33.0

2 Defined as Gross profit adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense.

3 Excludes customers and revenue attributed to the Keap acquisition.

4 Seasoned NRR is calculated by dividing the revenue of all clients that have had one or more SaaS offerings for at least two years as of the last month of the year or quarter, as applicable, by the same clients' revenue one year ago. For each reporting quarter, the weighted-average monthly NRR from all the months in the quarter are reported. Seasoned NRR excludes clients acquired in the Keap acquisition.

5 Defined as total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month. This is a weighted-average calculation and inclusive of the impact from the Keap acquisition.

6 These statements are forward-looking and actual results may materially differ. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause our actual results to materially differ from these forward-looking statements.

7 SaaS Adjusted EBITDA and Marketing Services Adjusted EBITDA are forward-looking non-GAAP financial measurers. We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. We have not provided quantitative reconciliations of these forward-looking non-GAAP financial measures because the excluded items are not available on a prospective basis without unreasonable effort.

Earnings Conference Call Information

Thryv will host a conference call on Tuesday, August 4, 2026 at 8:30 a.m. (Eastern Time) to discuss the Company's second quarter 2026 results.

To listen to this conference call, please use this link. After registering, a confirmation email will be sent, including access details. We recommend registering a day in advance or at a minimum thirty minutes prior to the start of the call. A live webcast will also be available on the Investor Relations section of the Company's website at investor.thryv.com.

Thryv Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive (Loss) Income

Three Months Ended Six Months Ended

June 30, June 30,

(in thousands, except share and per share data) 2026 2025 2026 2025

Revenue $ 150,728 $ 210,470 $ 318,412 $ 391,841

Cost of services 56,168 63,850 114,596 125,933

Gross profit 94,560 146,620 203,816 265,908

Operating expenses:

Sales and marketing 47,038 56,063 94,986 115,905

Research and development 7,509 8,661 18,940 18,870

General and administrative 41,156 52,356 86,975 104,627

Total operating expenses 95,703 117,080 200,901 239,402

Operating (loss) income (1,143) 29,540 2,915 26,506

Other income (expense):

Interest expense (5,035) (5,981) (9,176) (12,048)

Interest expense, related party (2,483) (2,971) (4,949) (5,977)

Net periodic pension cost (357) (778) (702) (1,546)

Other income (446) 2,557 987 2,949

(Loss) income before income tax expense (9,464) 22,367 (10,925) 9,884

Income tax expense (7,196) (8,436) (1,193) (5,571)

Net (loss) income $ (16,660) $ 13,931 $ (12,118) $ 4,313

Other comprehensive loss:

Foreign currency translation adjustment, net of tax (114) (72) (509) (259)

Comprehensive (loss) income $ (16,774) $ 13,859 $ (12,627) $ 4,054

Net (loss) income per common share:

Basic $ (0.38) $ 0.32 $ (0.27) $ 0.10

Diluted $ (0.38) $ 0.31 $ (0.27) $ 0.10

Weighted-average shares used in computing basic and diluted net (loss) income per common share:

Basic 44,358,330 43,744,144 44,283,478 43,579,171

Diluted 44,358,330 44,303,331 44,283,478 44,586,162

Thryv Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share data) June 30, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 9,136 $ 10,752

Accounts receivable, net of allowance of $13,144 in 2026 and $13,830 in 2025

127,756 136,394

Contract assets, net of allowance of $2 in 2026 and $2 in 2025

622 411

Taxes receivable 1,172 8,134

Deferred costs 8,243 11,548

Prepaid expenses and other current assets 11,041 11,618

Total current assets 157,970 178,857

Fixed assets and capitalized software, net 49,242 50,885

Goodwill 253,809 253,809

Intangible assets, net 22,979 25,929

Deferred tax assets 137,604 133,221

Other assets 32,528 45,886

Total assets $ 654,132 $ 688,587

Liabilities and Stockholders' Equity

Current liabilities

Accounts payable $ 5,509 $ 9,764

Accrued liabilities 88,753 91,246

Current portion of unrecognized tax benefits 1,847 28,303

Contract liabilities 24,820 28,875

Current portion of Term Loan 21,000 10,500

Current portion of Term Loan, related party 14,000 7,000

Other current liabilities 2,518 3,905

Total current liabilities 158,447 179,593

Term Loan, net 115,886 125,419

Term Loan, net, related party 78,788 85,448

ABL Facility 14,057 25,120

Pension obligations, net 41,425 44,171

Other liabilities 33,967 10,697

Total long-term liabilities 284,123 290,855

Commitments and contingencies

Stockholders' equity

Common stock - $0.01 par value, 250,000,000 shares authorized; 72,970,119 shares issued and 44,417,798 shares outstanding at June 30, 2026; and 72,002,129 shares issued and 43,815,268 shares outstanding at December 31, 2025

730 720

Additional paid-in capital 1,310,845 1,303,144

Treasury stock - 28,552,321 shares at June 30, 2026 and 28,186,861 shares at December 31, 2025

(499,764) (498,103)

Accumulated other comprehensive loss (16,020) (15,511)

Accumulated deficit (584,229) (572,111)

Total stockholders' equity 211,562 218,139

Total liabilities and stockholders' equity $ 654,132 $ 688,587

Thryv Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Six Months Ended June 30,

(in thousands) 2026 2025

Cash Flows from Operating Activities

Net (loss) income $ (12,118) $ 4,313

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 20,060 21,707

Amortization of deferred commissions 3,046 6,944

Amortization of debt issuance costs 1,465 1,648

Deferred income taxes (4,116) 2,310

Provision for credit losses and service credits 6,734 9,020

Stock-based compensation expense 7,537 13,745

Net periodic pension cost 702 1,546

Gain on foreign currency exchange rates (962) (2,787)

Other 2 38

Changes in working capital items, excluding acquisitions:

Accounts receivable 24,677 15,392

Prepaid expenses and other assets (389) (16,493)

Accounts payable and accrued liabilities (33,831) (20,515)

Contract liabilities (4,443) (13,748)

Other liabilities 18,990 (4,045)

Net cash provided by operating activities 27,354 19,075

Cash Flows from Investing Activities

Additions to fixed assets and capitalized software (16,121) (14,855)

Other — (143)

Net cash used in investing activities (16,121) (14,998)

Cash Flows from Financing Activities

Payments of Term Loan — (15,750)

Payments of Term Loan, related party — (10,500)

Proceeds from ABL Facility 154,389 206,317

Payments of ABL Facility (165,451) (190,292)

Principal payments on finance lease obligations (436) —

Other (1,486) 165

Net cash used in financing activities (12,984) (10,060)

Effect of exchange rate changes on cash, cash equivalents and restricted cash 61 592

Decrease in cash, cash equivalents and restricted cash (1,690) (5,391)

Cash, cash equivalents and restricted cash, beginning of period 10,869 17,760

Cash, cash equivalents and restricted cash, end of period $ 9,179 $ 12,369

Supplemental Information

Cash paid for interest $ 13,438 $ 16,480

Cash (received) paid for income taxes, net $ (3,969) $ 3,373

Segment Information

The following tables summarize the operating results of the Company's reportable segments:

Three Months Ended June 30, Change

(dollars in thousands)

2026

2025

Amount %

Revenue

SaaS $ 114,480 $ 115,005 $ (525) (0.5) %

Marketing Services 36,248 95,465 (59,217) (62.0) %

Total Revenue $ 150,728 $ 210,470 $ (59,742) (28.4) %

Adjusted EBITDA

SaaS $ 13,562 $ 23,393 $ (9,831) (42.0) %

Marketing Services 7,263 27,839 (20,576) (73.9) %

Consolidated Adjusted EBITDA8 $ 20,825 $ 51,232 $ (30,407) (59.4) %

Six Months Ended June 30, Change

(dollars in thousands)

2026

2025

Amount %

Revenue

SaaS $ 231,218 $ 226,134 $ 5,084 2.2 %

Marketing Services 87,194 165,707 (78,513) (47.4) %

Total Revenue $ 318,412 $ 391,841 $ (73,429) (18.7) %

Adjusted EBITDA

SaaS $ 24,378 $ 34,208 $ (9,830) (28.7) %

Marketing Services 20,511 37,925 (17,414) (45.9) %

Consolidated Adjusted EBITDA8

$ 44,889 $ 72,133 $ (27,244) (37.8) %

8 Consolidated Adjusted EBITDA is equal to SaaS Adjusted EBITDA and Marketing Services Adjusted EBITDA. See Non-GAAP Measures below for a reconciliation of Consolidated Adjusted EBITDA to Net income (loss).

Non-GAAP Measures

Our results included in this press release include Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Gross Profit, which are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”).

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

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

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

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

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

Reconciliation of Adjusted EBITDA

Net (loss) income $ (16,660) $ 13,931 $ (12,118) $ 4,313

Interest expense 7,518 8,952 14,125 18,025

Depreciation and amortization expense 10,894 10,191 20,060 21,707

Stock-based compensation expense 2,787 6,008 7,537 13,745

Restructuring and integration expenses (1)

8,288 5,493 14,378 10,175

Income tax expense (benefit) 7,196 8,436 1,193 5,571

Net periodic pension cost (2)

357 778 702 1,546

Other (3)

445 (2,557) (988) (2,949)

Adjusted EBITDA $ 20,825 $ 51,232 $ 44,889 $ 72,133

(1)For the three and six months ended June 30, 2026 and 2025, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, and costs associated with abandoned facilities and system consolidation. For more information on our restructuring and integration expenses, please see our Q2 2026 Quarterly Report on Form 10-Q.

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

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

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

Three Months Ended June 30, 2026

(in thousands) SaaS Marketing Services Total

Reconciliation of Adjusted Gross Profit

Gross Profit $ 72,745 $ 21,815 $ 94,560

Plus:

Depreciation and amortization expense 3,449 1,099 4,548

Stock-based compensation expense 51 18 69

Adjusted Gross Profit $ 76,245 $ 22,932 $ 99,177

Gross Margin 63.5 % 60.2 % 62.7 %

Adjusted Gross Margin 66.6 % 63.3 % 65.8 %

Three Months Ended June 30, 2025

(in thousands) SaaS Marketing Services Total

Reconciliation of Adjusted Gross Profit

Gross Profit $ 82,911 $ 63,709 $ 146,620

Plus:

Depreciation and amortization expense 2,118 1,754 3,872

Stock-based compensation expense 93 73 166

Adjusted Gross Profit $ 85,122 $ 65,536 $ 150,658

Gross Margin 72.1 % 66.7 % 69.7 %

Adjusted Gross Margin 74.0 % 68.6 % 71.6 %

Six Months Ended June 30, 2026

(in thousands) SaaS Marketing Services Total

Reconciliation of Adjusted Gross Profit

Gross Profit $ 148,377 $ 55,439 $ 203,816

Plus:

Depreciation and amortization expense 5,946 2,186 8,132

Stock-based compensation expense 98 39 137

Adjusted Gross Profit $ 154,421 $ 57,664 $ 212,085

Gross Margin 64.2 % 63.6 % 64.0 %

Adjusted Gross Margin 66.8 % 66.1 % 66.6 %

Six Months Ended June 30, 2025

(in thousands) SaaS Marketing Services Total

Reconciliation of Adjusted Gross Profit

Gross Profit $ 161,681 $ 104,227 $ 265,908

Plus:

Depreciation and amortization expense 4,716 3,381 8,097

Stock-based compensation expense 177 142 319

Adjusted Gross Profit $ 166,574 $ 107,750 $ 274,324

Gross Margin 71.5 % 62.9 % 67.9 %

Adjusted Gross Margin 73.7 % 65.0 % 70.0 %

The following table sets forth a reconciliation of Free Cash Flow to its most directly comparable GAAP measure, Net cash provided by operating activities:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

Reconciliation of Free Cash Flow

Net cash provided by operating activities $ 25,881 $ 29,556 $ 27,354 $ 19,075

Additions to fixed assets and capitalized software (9,195) (7,770) (16,121) (14,855)

Free Cash Flow $ 16,686 $ 21,786 $ 11,233 $ 4,220

Supplemental Financial Information

The following supplemental financial information provides Revenue, Net Income (Loss), Net Income (Loss) Margin, Adjusted EBITDA and Adjusted EBITDA Margin by our (i) SaaS business and (ii) Marketing Services business. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods.

Three Months Ended June 30, 2026

(dollars in thousands) SaaS Marketing Services Total

Revenue $ 114,480 $ 36,248 $ 150,728

Net Loss (16,660)

Net Loss Margin (11.1) %

Adjusted EBITDA 13,562 7,263 20,825

Adjusted EBITDA Margin 11.8 % 20.0 % 13.8 %

Three Months Ended June 30, 2025

(dollars in thousands) SaaS Marketing Services Total

Revenue $ 115,005 $ 95,465 $ 210,470

Net Income 13,931

Net Income Margin 6.6 %

Adjusted EBITDA 23,393 27,839 51,232

Adjusted EBITDA Margin 20.3 % 29.2 % 24.3 %

Six Months Ended June 30, 2026

(dollars in thousands) SaaS Marketing Services Total

Revenue $ 231,218 $ 87,194 $ 318,412

Net Loss (12,118)

Net Loss Margin (3.8) %

Adjusted EBITDA 24,378 20,511 44,889

Adjusted EBITDA Margin 10.5 % 23.5 % 14.1 %

Six Months Ended June 30, 2025

(dollars in thousands) SaaS Marketing Services Total

Revenue $ 226,134 $ 165,707 $ 391,841

Net Income 4,313

Net Income Margin 1.1 %

Adjusted EBITDA 34,208 37,925 72,133

Adjusted EBITDA Margin 15.1 % 22.9 % 18.4 %

Forward-Looking Statements

Certain statements contained herein are not historical facts, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “target”, “project”, “outlook”, “future”, “forward”, “guidance” and similar statements of a future or forward-looking nature identify forward-looking statements. These statements are not guarantees of future performance. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following: significant competition for our Marketing Services solutions and SaaS offerings, which include companies that use components of our SaaS offerings provided by third parties; our ability to maintain profitability; our ability to manage our growth effectively; our ability to transition our Marketing Services clients to our Thryv platform, maintain transitioned clients on that platform and sell them additional or upgraded products, sell our platform into new markets or further penetrate existing markets; our ability to maintain our strategic relationships with third-party service providers; internet search engines and portals potentially terminating or materially altering their agreements with us; our ability to keep pace with rapid technological changes and evolving industry standards; our SMBs clients potentially opting not to renew their agreements with us or renewing at lower spend; potential system interruptions or failures, including cybersecurity breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information; our potential failure to identify suitable acquisition candidates and consummate such acquisitions; our ability to complete acquisitions and the successful integration of such acquisitions, and any failure of an acquired business to achieve its plans and objectives or realize any expected benefit from any such acquisition; the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees; our ability to maintain the compatibility of our Thryv platform with third-party applications; our ability to successfully expand our operations and current offerings into new markets, including internationally, or further penetrate existing markets; our potential failure to provide new or enhanced functionality and features; our potential failure to comply with applicable privacy, security and data laws, regulations and standards; potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations; our potential failure to meet service level commitments under our client contracts; our potential failure to offer high-quality or technical support services; our Thryv platform and add-ons potentially failing to perform properly; our use of artificial intelligence in our business, and challenges with properly managing its use, could result in reputational harm, competitive harm, and legal liability; the potential impact of future labor negotiations; our ability to protect our intellectual property rights, proprietary technology, information, processes, and know-how; rising inflation and our ability to control costs, including operating expenses; general macro-economic conditions, including a recession or an economic slowdown in the U.S. or internationally; adverse tax laws

or regulations or potential changes to existing tax laws or regulations; costs, liabilities and reputational harm resulting from regulatory investigations, including the subpoena from the Division of Enforcement of the Securities and Exchange Commission (the “SEC”); volatility and weakness in bank and capital markets; and costs, obligations and liabilities incurred as a result of and in connection with being a public company as well as the risks and uncertainties set forth in the Company's most recent Annual Report on Form 10-K filed with the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by such cautionary statements.

If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. For these reasons, we caution you against relying on forward-looking statements. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. These forward-looking statements speak only as of the date hereof and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Thryv

Thryv (NASDAQ: THRY) is an AI-native growth platform that helps small businesses (SMBs) get discovered online, identify their best customer leads, and grow revenue faster with ROI insights. Platform features include AI-powered websites, AI Lead Insights, and integrations with the CRMs service businesses are already using. Thryv makes growth‑focused software accessible to the plumber, salon owner, contractor, lawyer, accountant and more. Approximately 100,000 businesses globally use Thryv software to get found, win customers, and invest smarter. For more information, visit www.thryv.com

Media Contact:

Julie Murphy

Thryv, Inc.

617.967.5426

julie.murphy@thryv.com

Investor Contact:

Cameron Lessard

Thryv, Inc.

cameron.lessard@thryv.com

###

EX-99.2

Filename: exhibit992-q22026investo.htm · Sequence: 3

exhibit992-q22026investo

Exhibit 99.2 2ND QUARTER 2026

5 Excludes revenue attributed to the Keap acquisition made in 2024. (Year-Over-Year % Growth)

12 Q2 2026

13 FINANCIAL REVIEW Q2 SaaS Highlights 76% +21% YoY $394 +12% YoY SaaS % of Total Revenue Market, Sell Grow Revenue ARPU Quality Customer % of SaaS Revenue 67% 72% +600 bps Adjusted Gross Margin(1) Results are inclusive of the Keap acquisition made on October 31, 2024, with the exception of Market Sell, Grow and Quality Customer metrics. (1) See Appendix for a reconciliation of Gross Margin to Adjusted Gross Margin. (2) Defined as clients with greater than $400 monthly recurring revenue. Quality Customer Count(2) 18k b YoY

14 Results are inclusive of the Keap acquisition made on October 31, 2024. The SaaS percentage of revenue may fluctuate due to the timing of revenue recognized from Marketing Services print publications, which are recognized upfront for the full contract term in accordance with ASC 606. However, SaaS continues to account for the clear majority of total revenue and is expected to remain the dominant source going forward.

16 Total SaaS and Local Sales Generated inclusive of results from the Keap acquisition. (1) Thryv Initiated Upgrades refers to upgrades to the SaaS platform initiated by Thryv for selected Marketing Services products at no additional base cost to the converted customers.

17 2nd Quarter $ in thousands 2026 2025 YoY% SaaS Revenue $114,480 $115,005 (0.5)% Adjusted EBITDA(1) 13,562 23,393 Adjusted EBITDA Margin(2) 11.8% 20.3% Marketing Services Revenue $36,248 $95,465 (62.0)% Adjusted EBITDA(1) 7,263 27,839 Adjusted EBITDA Margin(2) 20.0% 29.2% Consolidated Revenue $150,728 $210,470 (28.4)% Net (Loss) Income (16,660) 13,931 Net (Loss) Income Margin (11.1)% 6.6% Adjusted EBITDA(1) 20,825 51,232 Adjusted EBITDA Margin(2) 13.8% 24.3% 2nd Quarter Highlights (1) Consolidated Adjusted EBITDA is equal to SaaS Adjusted EBITDA and Marketing Services Adjusted EBITDA. See the Appendix for a reconciliation to Net income (loss). (2) Equal to adjusted EBITDA divided by revenue.

18 (in millions, USD) Q3 2026 Q4 2026 FY 2026 MARKETING SERVICES REVENUE $34.0 to $35.0 $40.0 to $41.0 $161.0 to $163.0 Adjusted EBITDA $5.0 to $6.0 $5.5 to $6.5 $31.0 to $33.0 (in millions, USD) Q3 2026 Q4 2026 FY 2026 SAAS REVENUE $111.0 to $112.0 $111.0 to $114.0 $453.0 to $457.0 Adjusted EBITDA $8.5 to $9.5 $9.0 to $10.0 $42.0 to $44.0 (in millions, USD) Q3 2026 Q4 2026 FY 2026 TOTAL COMPANY REVENUE $145.0 to $147.0 $150.5 to $154.5 $614.0 to $620.0 Adjusted EBITDA $13.5 to $15.5 $14.5 to $16.5 $73.0 to $77.0 Figures may not foot due to rounding Q3 and FY 2026 Outlook

20 APPENDIX Non-GAAP Financial Reconciliation *Figures may not foot due to rounding. (in thousands) Q1-25 Q2-25 Q3-25 Q4-25 FY25 Q1-26 Q2-26 YTD 26 Net income (loss) $ (9,618) $ 13,931 $ 5,654 $ (9,660) $ 307 $ 4,542 $ (16,660) $ (12,118) Interest expense 9,073 8,952 8,585 8,148 34,758 6,607 7,518 14,125 Depreciation and amortization expense 11,516 10,191 9,615 8,137 39,459 9,166 10,894 20,060 Stock-based compensation expense 7,737 6,008 5,807 5,698 25,250 4,750 2,787 7,537 Restructuring and integration expenses 4,682 5,493 5,371 12,634 28,180 6,090 8,288 14,378 Income tax expense (benefit) (2,865) 8,436 5,817 5,348 16,736 (6,003) 7,196 1,193 Net periodic pension cost 768 778 665 6,606 8,817 345 357 702 Other (392) (2,557) (681) 1,969 (1,661) (1,433) 445 (988) Adjusted EBITDA $ 20,901 $ 51,232 $ 40,833 $ 38,880 $ 151,846 $ 24,064 $ 20,825 $ 44,889

21 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Three Months Ended June 30, 2026 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 72,745 $ 21,815 $ 94,560 Plus: Depreciation and amortization expense 3,449 1,099 4,548 Stock-based compensation expense 51 18 69 Adjusted Gross Profit $ 76,245 $ 22,932 $ 99,177 Gross Margin 63.5 % 60.2 % 62.7 % Adjusted Gross Margin 66.6 % 63.3 % 65.8 % Three Months Ended June 30, 2025 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 82,911 $ 63,709 $ 146,620 Plus: Depreciation and amortization expense 2,118 1,754 3,872 Stock-based compensation expense 93 73 166 Adjusted Gross Profit $ 85,122 $ 65,536 $ 150,658 Gross Margin 72.1 % 66.7 % 69.7 % Adjusted Gross Margin 74.0 % 68.6 % 71.6 % Non-GAAP Financial Reconciliation

22 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Non-GAAP Financial Reconciliation Six Months Ended June 30, 2026 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 148,377 $ 55,439 $ 203,816 Plus: Depreciation and amortization expense 5,946 2,186 8,132 Stock-based compensation expense 98 39 137 Adjusted Gross Profit $ 154,421 $ 57,664 $ 212,085 Gross Margin 64.2 % 63.6 % 64.0 % Adjusted Gross Margin 66.8 % 66.1 % 66.6 % Six Months Ended June 30, 2025 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 161,681 $ 104,227 $ 265,908 Plus: Depreciation and amortization expense 4,716 3,381 8,097 Stock-based compensation expense 177 142 319 Adjusted Gross Profit $ 166,574 $ 107,750 $ 274,324 Gross Margin 71.5 % 62.9 % 67.9 % Adjusted Gross Margin 73.7 % 65.0 % 70.0 %

23 APPENDIX Supplemental Financial Information The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin for our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. The supplement financial information also provides Free cash flow, which is a non-GAAP financial measure. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the reconciliation of these non-GAAP financial measures to the corresponding GAAP financial measures presented in the supplemental financial information or under the heading Non-GAAP Financial Reconciliation. We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods. Three Months Ended June 30, 2026 (in thousands) SaaS Marketing Services Total Revenue $ 114,480 $ 36,248 $ 150,728 Adjusted EBITDA 13,562 7,263 20,825 Adjusted EBITDA Margin 11.8 % 20.0 % 13.8 % Three Months Ended June 30, (in thousands) 2026 2025 Net cash provided by operating activities $ 25,881 $ 29,556 Additions to fixed assets and capitalized software (9,195) (7,770) Free cash flow $ 16,686 $ 21,786 Three Months Ended June 30, 2025 (in thousands) SaaS Marketing Services Total Revenue $ 115,005 $ 95,465 $ 210,470 Adjusted EBITDA 23,393 27,839 51,232 Adjusted EBITDA Margin 20.3 % 29.2 % 24.3 %

24 APPENDIX Six Months Ended June 30, (in thousands) 2026 2025 Net cash provided by operating activities $ 27,354 $ 19,075 Additions to fixed assets and capitalized software (16,121) (14,855) Free cash flow $ 11,233 $ 4,220 Supplemental Financial Information Six Months Ended June 30, 2026 (in thousands) SaaS Marketing Services Total Revenue $ 231,218 $ 87,194 $ 318,412 Adjusted EBITDA 24,378 20,511 44,889 Adjusted EBITDA Margin 10.5 % 23.5 % 14.1 % Six Months Ended June 30, 2025 (in thousands) SaaS Marketing Services Total Revenue $ 226,134 $ 165,707 $ 391,841 Adjusted EBITDA 34,208 37,925 72,133 Adjusted EBITDA Margin 15.1 % 22.9 % 18.4 % The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin for our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. The supplement financial information also provides Free cash flow, which is a non-GAAP financial measure. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the reconciliation of these non-GAAP financial measures to the corresponding GAAP financial measures presented in the supplemental financial information or under the heading Non-GAAP Financial Reconciliation. We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods.

25 1Unbilled receivables represent print revenue earned but not yet invoiced and are expected to result in future cash collections as clients are billed under contract terms. Per ASC 606 accounting policy, print revenue is recognized upfront at the time of delivery.

26 APPENDIX Definitions Definitions of key terms used in this presentation are as follows: • Adjusted EBITDA1: Defined as Net income (loss) plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Restructuring and integration expenses, Stock-based compensation expense, and other non-operating expenses, such as Net periodic pension cost (benefit), and certain unusual and non-recurring charges that might have been incurred. • Adjusted Gross Profit and Adjusted Gross Profit Margin1: Defined as Gross profit and Gross margin, respectively, adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense. • Average Revenue per Unit ("ARPU"): Defined as total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month. 1Results included in this presentation include Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Gross Profit, which are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables in the Appendix for a reconciliation of Adjusted EBITDA to Net income (loss) and Adjusted Gross Profit to Gross profit. Both Net income (loss) and Gross profit are the most comparable GAAP financial measure to Adjusted EBITDA and Adjusted Gross Profit, respectively. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, it is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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