Thryv Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

THRYV HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Stockholders

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Thryv Holdings, Inc., which will be held virtually at https://www.virtualshareholdermeeting.com/THRY2024 on June 13, 2024 at 10 a.m. Central Time. The Annual Meeting will be held in a virtual meeting format only and you will not be able to attend in person. Instructions for accessing the virtual meeting platform online are included in the proxy statement for this meeting.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, proxy statement, our annual report, and proxy card.

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please cast your vote as soon as possible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting virtually or to vote your shares virtually during the Annual Meeting.

Sincerely,

Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

to be Held on June 13, 2024. The Proxy Statement and Annual Report are Available at

https://www.virtualshareholdermeeting.com/Thry2024.

To Our Stockholders

Notice of Annual

Meeting of

Stockholders

Date:

June 13, 2024

Time:

10 a.m. Central Time

Place:

Virtual Internet

YOUR VOTE

IS IMPORTANT

Whether or not you plan to attend the virtual annual meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

Our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) will be a virtual stockholder meeting, conducted via live audio webcast, a format designed to increase stockholder access, reduce the environmental impact of a physical meeting and save Thryv and our stockholders time and money. In addition to online attendance, this format provides stockholders with the opportunity to hear all portions of the official meeting and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares at www.virtualshareholdermeeting.com/THRY2024. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 10 a.m., Central Time, on June 13, 2024. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.

Items of Business:

Record Date:

Only stockholders of record at the close of business on April 16, 2024 (the “Record Date”) are entitled to notice of, and to attend and vote at, the Annual Meeting and any adjournments or postponements thereof.

Proxy Voting:

On or about April 29, 2024, we will mail to stockholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to stockholders on this same date. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

This Notice of the Annual Meeting, proxy statement, and form of proxy are being first distributed and made available to stockholders on or about April 29, 2024.

By Order of the Board of Directors,

Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

April 29, 2024

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