Thryv Holdings, Inc.

Note 1 Description of Business and Summary of Significant Accounting Policies

General

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

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

The Company reports its results based ontwo reportable segments (see Note 17, Segment Information):

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

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

Basis of Presentation

The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly-owned subsidiaries.

The accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary to fairly present the financial position, results of operations and cash flows of the Company for the periods presented. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities.

Examples of reported amounts that rely on significant estimates include revenue recognition, allowance for credit losses, assets acquired and liabilities assumed in business combinations, capitalized costs to obtain a contract, stock-based compensation expense, operating lease right-of-use assets and operating lease liabilities, pension obligations, and certain amounts relating to the accounting for income taxes, including valuation allowances. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, goodwill and intangible assets.

Reclassification of Prior Year Presentation

During the year ended December 31, 2025, as a result of increased investment in research and development activities following the Keap Acquisition(as defined in Note 3, Acquisitions) and to provide greater detail of the Company's underlying expenses, the Company began breaking out Research and development expense into a separate line item in the Consolidated Statements of Operations and Comprehensive Income (Loss). These costs were previously included in Sales and marketing expense. This change was made retrospectively to all periods presented for comparability purposes and there was no effect on Total operating expenses or Net income (loss) for the years ended December 31, 2025, 2024 or 2023.

Summary of Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue based on the revenue recognition standard, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). Revenue is recognized when control of the promised services or goods is transferred to the client and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. The Company determines the amount of revenue to be recognized through application of the following five steps: (i) identify a customer contract, (ii) identify performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue, each of which is described further below.

Identify the Customer Contract

The Company accounts for a contract with a client when approval and commitment from all parties is obtained, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Typical payment terms provide that the Company’s clients pay at the time of order, or within 20 to 30 days of the invoice, depending on the product.

Identify the Performance Obligations in the Contract and Recognize Revenue

The Company has determined that each of its services is distinct and represents a separate performance obligation. The client can benefit from each service on its own or together with other resources that are readily available to the client. Services are separately identifiable from other promises in the contract.

Control over the Company’s Print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market. Therefore, revenue associated with Print services is recognized at a point in time upon delivery to the intended market. The Company bills customers for Print advertising services monthly over the relative contract term. The difference between the timing of recognition of Print advertising revenue and monthly billing generates the Company’s unbilled receivables balance. The unbilled receivables balance is reclassified as billed accounts receivable through the passage of time as the customers are invoiced each month.

Revenue for substantially all SaaS and Digital services are recognized using the series guidance. Under the series guidance, the Company’s obligation to provide services is the same for each day under the contract, and therefore represents a single performance obligation. Associated revenues are recognized over time using an output method to measure the progress toward satisfying a performance obligation.

As part of the SaaS offerings, the Company enters into certain development and reseller agreements with third parties. Based upon the control indicators outlined in ASC 606, the Company acts as a principal in these arrangements and recognizes revenue on a gross basis because it controls the services before they are transferred to clients.

Determine and Allocate the Transaction Price to the Performance Obligations in the Contract

The transaction price of a contract consists of fixed and variable consideration components pursuant to the applicable contractual terms and excludes sales tax. The Company’s contracts have variable consideration in the form of price concessions and service credits. Service credits may be issued to a client at the discretion of the Company related to client satisfaction issues and claims. The Company performs a monthly review of expected service credits at a portfolio level based on the Company’s history of adjustments and expected trends. The provision for service credits is recorded as a reduction to revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss).

For performance obligations recognized under the series guidance, variable consideration is allocated. When necessary, variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. These judgments involve consideration of historical and expected experience with the client and other similar clients.

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. Judgment is required to determine the standalone selling price for each distinct performance obligation. Often times, 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 standalone selling price using information that may include average selling price, market conditions, entity specific factors such as pricing and discounting strategies, and other inputs.

Costs to Obtain and Fulfill a Contract with a Customer

Costs to Obtain a Contract with a Customer

The Company has determined that sales commissions paid to employees and certified marketing representatives associated with selling the Company’s print, digital and SaaS services are considered incremental and recoverable costs of obtaining a contract.

Commissions related to renewal contracts are not commensurate with costs incurred to obtain an initial contract. Therefore, commissions incurred to obtain a new contract are capitalized and recognized over the benefit period, which is determined to beeighteen months based on expected contract renewals, the Company’s technology development life-cycle, and other factors. Commissions for renewals of existing contracts are expensed as incurred under a practical expedient, which allows an entity to expense costs to obtain a contract with an amortization period of less than twelve months.

Deferred costs to obtain contracts are classified as current or non-current based on the timing of when the Company expects to recognize the expense. The current portion is included in Deferred costs and the non-current portion is included in Other assets on the Consolidated Balance Sheets. Amortization of deferred costs to obtain contracts is included as a component of Sales and marketing expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The following table sets forth the Company's deferred costs to obtain contracts as of December 31, 2025 and 2024:

Amortization of the Company's deferred costs to obtain contracts for the years ended December 31, 2025, 2024, and 2023 was as follows:

Costs to Fulfill a Contract with a Customer

Direct costs associated with fulfilling print services contracts with a client include costs related to printing and distribution. Directly attributable costs incurred to fulfill print services are capitalized as incurred and then expensed at the time of delivery, in line with the recognition of revenue. Costs to fulfill SaaS and digital contracts with clients are expensed as incurred.

The following table sets forth the Company's deferred costs to fulfill contracts as of December 31, 2025 and 2024:

(1)Included in Deferred costs on the Consolidated Balance Sheets.

Amortization of the Company's deferred costs to fulfill contracts for the years ended December 31, 2025, 2024, and 2023 was as follows:

(1)Recorded in Cost of services in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company recorded no impairment losses associated with these deferred costs during the years ended December 31, 2025, 2024, and 2023.

Cash and Cash Equivalents

The Company’s cash and cash equivalents consist of bank deposits. Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. Cash equivalents are stated at cost, which approximates market value.

Restricted Cash

Restricted cash is primarily associated with security deposits with credit card merchants. The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the amount shown in the Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024:

Accounts Receivable, Net of Allowance

Accounts receivable represents billed amounts for which invoices have been provided to clients and unbilled amounts for which revenue has been recognized, but amounts have not yet been billed to the client.

Accounts receivable are recorded net of an allowance for credit losses. The Company’s exposure to expected credit losses depends on the financial condition of its clients and other macroeconomic factors. The Company maintains an allowance for credit losses based upon its estimate of potential credit losses. This allowance is based upon historical and current client collection trends, any identified client-specific collection issues, and current as well as expected future economic conditions and market trends. See Note 6, Allowance for Credit Losses, for additional information.

The following table presents the components of Accounts receivable, net of allowance:

(1)Unbilled accounts receivable relates primarily to the Company’s print services, which are recognized at a point in time upon delivery of the print services to the intended market(s), but are billed to customers monthly after the delivery of the print services. Unbilled accounts receivable are reclassified as billed accounts receivable monthly when the customers are invoiced.

(2) The opening balance of Accounts receivable, net of allowance for the year ended December 31, 2024 was$205.5 million.

The following table presents the components of unbilled accounts receivable from contracts with customers:

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

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company deposits cash on hand with major financial institutions. Cash balances at major financial institutions may exceed limits insured by the Federal Deposit Insurance Corporation. The Company monitors and manages the overall exposure of its cash balances at individual financial institutions on an ongoing basis.

Approximately 86% of Marketing Services revenue in all periods presented was derived from sales to local SMBs that operate in limited geographical areas. These SMBs are usually billed in monthly installments when the services begin and, in turn, make monthly payments, requiring the Company to extend credit to these clients.

The remaining approximately 14% of Marketing Services revenue in all periods presented was derived from the sale of marketing services to larger businesses that advertise regionally or nationally. Contracted certified marketing representatives (“CMRs”) purchase advertising on behalf of these businesses. Payment for advertising is due when the advertising is published and is received directly from the CMRs, net of the CMRs’ commission. The CMRs are responsible for billing and collecting from these businesses. While the Company still has exposure to credit risks, historically, the losses from these clients have been less than that of local SMBs.

The Company does not require collateral for accounts receivable. Credit risk with respect to the balance of accounts receivable is generally diversified due to the number of clients comprising the Company’s customer base. No single client accounted for more than 5% of the Company’s outstanding accounts receivable as of December 31, 2025 or 2024.

The Company conducts its operations primarily in the United States, Canada, Australia, Europe and New Zealand. In 2025, the Company's top ten directories, as meas ured by revenue, accounted for approximately 1% of total revenue. No single directory or client accounted for more than 1% of the Company’s revenue for the years ended December 31, 2025, 2024 and 2023.

Fixed Assets and Capitalized Software

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. The cost of additions and improvements associated with fixed assets are capitalized if they have a useful life in excess of one year. Expenditures for repairs and maintenance, including the cost of replacing minor items that are not considered substantial improvements, are expensed as incurred. When fixed assets are sold or retired, the related cost and accumulated depreciation are deducted from the accounts and any gains or losses on disposition are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). Fixed assets are reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of a fixed asset may not be recoverable. Depreciation of fixed assets is included in Cost of services, Sales and marketing, Research and development, and General and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Costs associated with internal use software are capitalized during the application development stage, if they have a useful life in excess of one year. Subsequent additions, modifications, or upgrades to internal use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of a capitalized software may not be recoverable. Amortization associated with capitalized software is included in Cost of services, Sales and marketing, and General and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

The remaining useful lives of fixed assets and capitalized software are reviewed annually for reasonableness. Fixed assets and capitalized software are depreciated on a straight-line basis over the estimated useful lives of the assets, which are presented in the following table:

(1) Leasehold improvements are depreciated at the shorter of their estimated useful lives or the lease term.

See Note 7, Fixed Assets and Capitalized Software, for additional information.

Leases

The Company determines if an arrangement is or contains a lease at contract inception. Leases with a duration of 12 months or less are not recorded on the balance sheet and the related expense is recognized as incurred.

For all periods presented, the Company's lease arrangements consist of real estate and IT data center equipment. For these lease arrangements, we account for the lease and non-lease components separately and payments associated with non-lease components are expensed as incurred.

Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. If applicable, the right-of-use asset may include any initial direct costs incurred, lease payments made prior to the lease commencement, and is net of any lease incentives received. For these calculations, the Company considers only payments that are fixed or determinable at the time of lease commencement or any variable payments that depend on an index or a rate.

For operating leases, a single lease expense is recognized on a straight-line basis over the lease term. For finance leases, amortization expense is recognized on a straight-line basis over the lease term and interest expense is recognized based on the incremental borrowing rate (“IBR”).

The Company determines an IBR based on the information available at the lease commencement date to calculate the present value of lease payments. The IBR represents the rate of interest estimated that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment.

Lease terms may include options to extend or terminate a lease. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably certain to be exercised.

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired net of liabilities assumed, recorded in accordance with ASC 805, Business Combinations, (“ASC 805”). Goodwill is not amortized, but rather subject to an annual impairment test at the reporting unit level. Management performs its annual goodwill impairment test on October 1 or more frequently if events or changes in circumstances indicate that the goodwill may be impaired.

The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Performing a qualitative impairment assessment requires an examination of relevant events and circumstances that could have a negative impact on the carrying value of the Company, such as macroeconomic conditions, industry and market conditions, earnings and cash flows, overall financial performance and other relevant entity-specific events.

If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment for impairment. If the quantitative assessment indicates that the reporting unit’s carrying amount exceeds its fair value, the Company will recognize an impairment charge up to this amount, but not to exceed the total carrying value of the reporting unit’s goodwill. The Company uses income and market-based valuation approaches to determine the fair value of its reporting units.

See Note 5, Goodwill and Intangible Assets, for additional information.

Intangible Assets

The Company has definite-lived intangible assets consisting of client relationships and trademarks and domain names. These intangible assets are amortized using the income forecast method over their useful lives, with the exception of covenants not to compete which were amortized on a straight-line basis over the terms of the agreements. These assets are allocated to their respective reporting units for impairment review purposes. The Company evaluates intangible assets for possible impairment whenever events or changes in circumstances indicate the carrying amount of the asset group’s intangible assets may not be recoverable. The Company uses the estimated future cash flows directly associated with, and that are expected to arise as a result of, the use and eventual disposal of such asset group in determining fair values of definite-lived intangible assets. An impairment loss, if applicable, is measured as the amount by which the carrying amount of the reporting group’s definite-lived intangible asset exceeds its fair value.

Amortization associated with intangible assets is included in Cost of services, Sales and marketing, Research and development, and General and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company’s intangible assets and their estimated useful lives are presented in the table below:

See Note 5, Goodwill and Intangible Assets, for additional information.

Pension Obligations

The Company maintains net pension obligations associated with non-contributory qualified defined benefit pension plans that are currently frozen and incur no additional service costs. The Company also maintains non-qualified defined benefit pension plans for certain executives which are also frozen.

Although the plans are frozen, the Company continues to incur interest cost on the projected benefit obligations, offset by an expected return on the fair value of plan assets, which is referred to as net periodic pension cost. In addition, the Company immediately recognizes gains/(losses) associated with changes in fair value of plan assets, and projected benefit obligations that occurred during the year as a component of the totalnet periodic pension cost. In determining the projected benefit obligations at each reporting period, management makes certain economic and demographic actuarial assumptions, including but not limited to discount rates, lump sum interest rates, retirement rates, termination rates, mortality rates, and payment form/timing. For these assumptions, management consults with actuaries, monitors plan provisions and demographics, and reviews public market data and general economic information. Changes in these assumptions can have a significant impact on the projected benefit obligations, funding requirement, and net periodic pension cost.

Pension assets related to the Company’s qualified pension plans, which are held in master trusts and recorded in Pension obligations, net on the Consolidated Balance Sheets, are valued in accordance with ASC 820, Fair Value Measurement.

See Note 11, Pensions, for additional information.

Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes (“ASC 740”).

Deferred tax assets or liabilities are recorded to reflect the expected future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted as appropriate to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse.

The likelihood that deferred tax assets can be recovered must be assessed. The Company establishes a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In this process, certain relevant criteria are evaluated, including prior carryback years, the existence of deferred tax liabilities that can be used to absorb deferred tax assets, tax planning strategies, and taxable income in future years. A valuation allowance is established to offset any deferred income tax assets if, based on the available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. The Company has netted deferred tax assets for net operating losses with related unrecognized tax benefits, if such settlement is required or expected in the event the uncertain tax position is disallowed.

The Company establishes reserves for open tax years for uncertain tax positions that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate. Tax benefits recognized in the financial statements from uncertain tax positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in (expense) benefit for income taxes in the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 14, Income Taxes, for additional information.

Foreign Currency

The functional currency of the Company’s foreign operating subsidiaries is the local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates, with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive (loss) income. Income and expense accounts are translated at the weighted-average exchange rates during the period.

Transaction gains or losses in currencies other than the functional currency are included as a component of Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Income (Loss). Transaction gains for theyear ended December 31, 2025 were$3.5 million. Transaction losses for the years ended December 31, 2024 and 2023 were $4.1 million and $0.6 million, respectively.

Advertising Costs

Advertising costs, which include media, promotional, branding and online advertising, are included in Sales and marketing expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) and are expensed as incurred. Advertising costs for the Company for the years ended December 31, 2025, 2024 and 2023 were $10.6 million, $10.7 million and $14.8 million, respectively.

Stock-Based Compensation

Under the Company's 2016 Stock Incentive Plan, as amended (“2016 Plan”), and the Company's 2020 Incentive Award Plan (“2020 Plan”), (together, the “Stock Incentive Plans”), the Company has granted stock options, Restricted Stock Units (“RSUs”) and Performance-Based Restricted Stock Units (“PSUs”).

The Company accounts for all stock options, RSUs and PSUs granted using a fair value method and the compensation expense is based on the fair value of the awards. The fair value of the Company’s common stock is the closing price of the stock on the date of the grant. The measurement date for awards is generally the date of the grant. The fair value is recognized on a straight-line basis over the requisite service period (generally three tofour years). The Company has elected to account for forfeitures as they occur as a cumulative adjustment to stock-based compensation expense. See Note 12, Stock-Based Compensation and Stockholders' Equity, for additional information.

Earnings per Share

Basic earnings per share is calculated by dividing Net income (loss) (the “numerator”) by the weighted-average number of common shares outstanding (the “denominator”) during the reporting period. Diluted earnings per share is calculated by including both the weighted-average number of common shares outstanding and any dilutive common stock equivalents within the denominator (diluted shares outstanding). The Company's common stock equivalents could consist of stock options, RSUs, PSUs, Employee Stock Purchase Plan shares (“ESPP”) and stock warrants, to the extent any are determined to be dilutive under the treasury stock method. Under the treasury stock method, the assumed proceeds relating to both the exercise price of stock options, RSUs, PSUs, ESPP shares and stock warrants, as well as the average remaining unrecognized fair value of stock options, are used to repurchase common shares at the average fair value price of the Company's common stock during the period. If the number of shares that could be repurchased exceed the number of shares that could be issued upon exercise, the common stock equivalent is determined to be anti-dilutive. See Note 13, Earnings per Share, for additional information.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires additional disclosures primarily related to the rate reconciliation and income taxes paid information. The Company has adopted ASU 2023-09 for the annual period ended December 31, 2025, applied retrospectively to all prior periods presented. Because the ASU affects disclosures only, the adoption did not impact the Company's results of operations, financial condition, or cash flows.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, “Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01,“Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and can be applied either prospectively or retrospectively to all prior periods presented. Management is currently evaluating the extent and impact that the adoption of this standard will have on the Company's disclosures.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software Subtopic 350-40” (“ASU 2025-06”). The amendments in ASU 2025-06 are intended to simplify the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06, which can be applied using a prospective, retrospective, or modified transition approach, is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. Management is currently evaluating the impact that the adoption of this standard will have on the Company's consolidated financial statements.

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

In December 2025, the FASB issued ASU No. 2025-12, “Codification Improvements” (“ASU 2025-12”). The amendments in ASU 2025-12 represent changes to certain FASB Accounting Standards Codification topics that clarify, correct errors, or make minor improvements. The provisions of ASU 2025-12 are effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted, and may be applied prospectively or retrospectively. Early adoption and transition method may be elected on an issue-by-issue basis. Management is currently evaluating the impact that the adoption of this standard will have on the Company's consolidated financial statements.

Note 2 Revenue Recognition

The Company has determined that each of its SaaS business management tools services and Print and Digital marketing services is distinct and represents a separate performance obligation. The client can benefit from each service on its own or together with other resources that are readily available to the client. Services are separately identifiable from other promises in the contract.

SaaS

Revenue in the SaaS segment is generated through subscription plans, platform extensions, payment solutions, and professional services. Our subscription offerings are sold on a recurring basis. Revenues associated with substantially all SaaS offerings are recognized using the series guidance. Under the series guidance, the Company's obligation to provide services is the same for each day under the contract, and therefore represents a single performance obligation. Associated revenues are recognized over time using an output method to measure the progress toward satisfying a performance obligation.

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

Print

Control over the Company’s Print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market(s). Therefore, revenue associated with Print services is recognized at a point in time upon delivery to the intended market(s). The Company bills customers for Print advertising services monthly over the relative contract term. The difference between the timing of recognition of Print advertising revenue and monthly billing generates the Company’s unbilled receivables balance. The unbilled receivables balance is reclassified as billed accounts receivable through the passage of time as the customers are invoiced each month.

Digital

Digital marketing services includes Internet Yellow Pages, which generate revenue by charging clients for advertisements and priority placement, and Search Engine Marketing solutions, which charge clients a monthly fee based on their contracted budget. Other digital media solutions, such as online display and social advertising and Search Engine Optimization tools, also generate revenues by charging clients a monthly fee. Revenues associated with substantially all Digital marketing services are recognized using the series guidance, with associated revenues recognized over time using an output method to measure the progress toward satisfying a performance obligation.

Disaggregation of Revenue

The Company presents disaggregated revenue based on the type of service within its segment footnote.

Contract Assets and Liabilities

The timing of revenue recognition may differ from the timing of billing to the Company’s clients. These timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) as disclosed on the Consolidated Balance Sheets. Contract assets represent the Company's right to consideration when revenue recognized exceeds the receivable from the client because the consideration allocated to fulfilled performance obligations exceeds the Company’s right to payment, and the right to payment is subject to more than the passage of time. Contract liabilities represent remaining performance obligations that consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations.

The following table sets forth the Company's contract assets and liabilities:

The Company recognizes revenue on all of its remaining performance obligations within the next twelve months. For the year ended December 31, 2025, the Company recognized revenue of $40.3 million that was recorded in Contract liabilities as of December 31, 2024. For the year ended December 31, 2024, the Company recognized revenue of $39.6 million that was recorded in Contract liabilities as of December 31, 2023.

Note 3 Acquisitions

Keap Acquisition

On October 31, 2024 (the “Keap Acquisition Date”), Thryv, Inc. acquired all of the outstanding capital stock of Infusion Software, Inc. d/b/a/ Keap (“Keap”) for$77.0 million in cash, net of$7.6 million of cash acquired (the “Keap Acquisition”). The assets acquired as part of these transactions consisted primarily of$3.0 million in current assets,$7.8 million in fixed assets and capitalized software,$33.3 million in intangible assets, consisting primarily of customer relationships and a trade name, along with$11.1 million in deferred tax assets and$34.9 million in goodwill. The Company also assumed liabilities of$17.9 million, consisting primarily of accrued, contract, and deferred liabilities.

The primary purpose of the Keap Acquisition was to further increase Thryv's market share within the SaaS industry. Keap was founded in 2001 and operates a SaaS email marketing and sales platform for small businesses, including products to enable customer relationship management, marketing and e-commerce. To finance the purchase price, the Company closed an underwritten public offering of 5,715,000 shares of common stock, generating net proceeds of $76.8 million (after deducting underwriting discounts and commissions) and borrowed $5.5 million under its New ABL Facility. Transaction costs expensed as part of the acquisition related costs recognized were $3.4 million.

The Company accounted for the Keap Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets and intangible assets, by applying the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas the trade name was valued using a relief of royalty method and assumptions related to Keap’s assets acquired and liabilities assumed. The fair values of existing technologies were computed using a relief of royalty approach, similar to the trade name valuation. Specific to non-compete agreements, these agreements were valued using a “with and without” analysis, whereby estimates of the non-compete agreements in place were compared to the value without them, with the difference representing the value of the non-compete agreements themselves.

Factors that led to goodwill being recognized, per ASC 805, included expected synergies from combining operations of Keap and Thryv within the SaaS segment.

The following table summarizes the consideration transferred and the purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Keap Acquisition Date:

The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of$34.9 million was primarily related to the benefits expected from the Keap Acquisition and was allocated to the SaaS segment. The goodwill recognized is not deductible for income tax purposes.

During the first quarter of 2025, the Company adjusted the purchase price allocation as a result of certain measurement period adjustments to acquired assets. The effect of these measurement period adjustments resulted in a $0.4 million decrease to fixed assets and capitalized software, a $0.1 million increase to the purchase price, and a corresponding $0.5 million increase to goodwill.

The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase price allocation is considered final.

Pro Forma Results (unaudited)

The pro forma combined financial information presented below was derived from historical financial records of Thryv and Keap and presents the operating results of the combined Company, as if the Keap Acquisition had occurred on January 1, 2023. The pro forma data gives effect to historical operating results with adjustments to interest expense, transaction costs, amortization and depreciation expense and related tax effects. The pro forma adjustments primarily consist of $3.4 million of transaction costs and $4.2 million of accelerated amortization expense associated with the Keap headquarters.

The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Keap Acquisition been completed as of January 1, 2023, nor is it meant to be indicative of future results of operations that the combined entity will achieve.

Yellow New Zealand Acquisition

On April 3, 2023 (the“Yellow Acquisition Date”), Thryv New Zealand Limited, the Company’s wholly-owned subsidiary, acquired Yellow, a New Zealand marketing services company for$8.9 million in cash (net of$1.7 million of cash acquired), subject to certain adjustments (the “Yellow Acquisition”). The Yellow Acquisition expanded the Company's market share with a broader geographical footprint and provided the Company with an increase in our clients. Yellow is a provider of marketing solutions serving SMBs in New Zealand. Control was obtained by means of acquiring all the voting interests. The assets acquired consisted primarily of$2.4 million in current assets and$5.6 million in fixed and intangible assets, consisting primarily of customer relationships, trade name, and technology assets, along with$5.1 million in goodwill. The Company also assumed liabilities of$4.7 million, consisting primarily of accrued, contract and deferred liabilities.

The Company accounted for the Yellow Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets and intangible assets by applying the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas trade names were valued using a relief of royalty method and assumptions related to Yellow's assets acquired and liabilities assumed. The fair values of existing technologies were computed using a relief of royalty approach, similar to the trade name valuation.

The following table summarizes the assets acquired and liabilities assumed at the Yellow Acquisition Date:

The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of$5.1 million was primarily related to the benefits expected from the acquisition and was allocated to the Marketing Services segment. The goodwill recognized is not deductible for income tax purposes.

Pro Forma Results (unaudited)

Pro forma information for theyear ended December 31, 2023 was insignificant.

Note 4 Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1— Quoted prices in active markets for identical assets or liabilities.

Level 2— Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3— Unobservable inputs that reflect the Company's own assumptions incorporated into valuation techniques.

These valuations require significant judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assetsand liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain of the Company’s non-financial assets are measured at fair value on a non-recurring basis. These assets primarily include goodwill, intangible assets, fixed assets, capitalized software, and operating lease right-of-use assets. These assets are subject to fair value adjustments in certain circumstances, such as when the net book value of an asset exceeds its fair value, resulting in an impairment charge.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Indemnification Asset

On June 30, 2017, the Company completed the acquisition of YP Holdings, Inc. (the “YP Acquisition”). As further discussed in Note 15, Contingent Liabilities, as part of the YP Acquisition agreement, the Company was indemnified for an uncertain tax position for up to the fair value of 1,804,715 shares held in escrow, subject to certain contract limitations (the “indemnification asset”).

On June 22, 2023, the Company entered into a settlement agreement with the sellers regarding the settlement of the indemnification asset. Pursuant to the settlement agreement, the Company and the sellers agreed (i) that the sellers would pay and indemnify the Company for $15.8 million of indemnified taxes (the “Indemnity Amount”) and (ii) that the Indemnity Amount would be deemed satisfied by the transfer of 613,954 outstanding shares of the Company’s common stock from the sellers back to the Company, which were returned to treasury and reduced the number of outstanding shares of the Company’s common stock. Furthermore, the sellers would be entitled to retain 1,190,761 currently outstanding shares of the Company’s common stock that previously secured the sellers' tax indemnity obligations under the YP Acquisition agreement.

As of December 31, 2025 and December 31, 2024, the Company no longer recorded a Level 1 indemnification asset because it was settled on June 22, 2023. A loss of $10.7 million from the change in fair value of the Company’s Level 1 indemnification asset during the year ended December 31, 2023 was recorded in General and administrative expense on the Consolidated Statements of Operations and Comprehensive Income (Loss). The $15.8 million Indemnity Amount, which is the fair value of the shares returned to treasury, was recorded in Treasury stock on the Consolidated Balance Sheets, along with the 613,954 shares that the Company received from the sellers, as of December 31, 2023.

Benefit Plan Assets

The fair value of benefit plan assets is measured and recorded on the Consolidated Balance Sheets using Level 1 and 2 inputs. See Note 11, Pensions.

Fair Value of Financial Instruments

The Company considers the carrying amounts of cash, trade receivables, and accounts payable to approximate fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment.

Additionally, the Company considers the carrying amounts of its ABL Facility (as defined in Note 10, Debt Obligations) and financing obligations to approximate their respective fair values due to their short-term nature and approximation of interest rates to market rates. These fair value measurements are considered Level 2. See Note 10, Debt Obligations.

The Term Loan (as defined in Note 10, Debt Obligations) is carried at amortized cost; however, the Company estimates the fair value of the Term Loan for disclosure purposes. The fair value of the Term Loan is determined based on quoted prices that are observable in the marketplace and are classified as Level 2 measurements. See Note 10, Debt Obligations.

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

Note 5 Goodwill and Intangible Assets

The Company had goodwill of $253.8 million, net of accumulated impairment losses of $1,166.7 million as of December 31, 2025, and goodwill of $253.3 million, net of accumulated impairment losses of $1,166.7 million as of December 31, 2024. All accumulated impairment losses were related to the Marketing Services reporting unit. As of December 31, 2025, the Company had $24.9 million of tax-deductible goodwill.

Goodwill Impairment

Management tests goodwill for impairment at the reporting unit level annually on October 1, or more frequently if events or changes in circumstances indicate that goodwill may be impaired.

During the years ended December 31, 2024 and 2023, the Company recognized goodwill impairment charges of $83.1 million and $268.8 million, respectively, which were recorded to the Marketing Services reporting unit. As a result of the impairment charge recorded during the year ended December 31, 2024, the goodwill in the Marketing Services reporting unit was reduced tozero and only the SaaS reporting unit had goodwill remaining.

As part of the annual impairment test at October 1, 2025, the Company performed a qualitative assessment of the SaaS reporting unit. A qualitative evaluation is an assessment of factors, including recent and projected financial performance of the reporting unit, as well as macroeconomic, industry, and market conditions, to determine whether it is more likely than not (more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. The results of the Company's qualitative assessment indicated that it was not more likely than not that the fair value of the SaaS reporting unit was less than its carrying value. As a result, no goodwill impairment charges were recorded during theyear ended December 31, 2025.

The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 were as follows:

(1) Goodwill increased during the year ended December 31, 2025 in connection with a measurement period adjustment for the Keap Acquisition. See Note 3, Acquisitions.

Intangible Assets

The Company had definite-lived intangible assets of $25.9 million and $34.3 million as of December 31, 2025 and 2024, respectively.

During the year ended December 31, 2024, as a result of our strategic decision to terminate our Marketing Services solutions by the end of 2028, the Company evaluated its intangible assets and other long-lived assets within the Marketing

Services reporting unit for impairment. Based on the Company’s analysis, the carrying values of the Company’s definite-lived intangible assets and other long-lived assets were determined to be recoverable, and no impairment was recognized.

No impairment charges related to intangible assets were recorded during the years ended December 31, 2025, 2024, or 2023.

The following tables set forth the details of the Company's intangible assets as of December 31, 2025 and 2024:

During the year ended December 31, 2025, the Company retired$508.7 million, $138.5 million, and$5.2 million offully amortized client relationships, trademarks and domain names, and covenants not to compete, respectively, which were no longer being utilized.

Amortization expense for intangible assets for the years ended December 31, 2025, 2024, and 2023 was$8.4 million, $16.0 million, and $25.5 million, respectively.

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

Note 6 Allowance for Credit Losses

The following table sets forth the Company's allowance for credit losses:

(1)For the years ended December 31, 2025,2024, and 2023, the Company recorded a provision for credit losses of $15.0 million, $16.9 million, and $18.7 million, respectively, which is included in General and administrative expensein the Consolidated Statements of Operations and Comprehensive Income (Loss).

(2)Represents amounts written off as uncollectible, net of recoveries.

(3)As of December 31, 2025, and 2024, $13.8 million, and$13.1 million of the allowance was attributable to Accounts receivable, respectively. For both periods, less than $0.1 million was attributable to Contract assets. The Company expects to collect substantially all of its long-term unbilled balance.

The Company’s exposure to expected credit losses depends on the financial condition of its clients and other macroeconomic factors. The Company maintains an allowance for credit losses based upon its estimate of potential credit losses. This allowance is based upon historical and current client collection trends, any identified client-specific collection issues, and current as well as expected future economic conditions and market trends.

Note 7 Fixed Assets and Capitalized Software

The following table summarizes the components of the Company's fixed assets and capitalized software:

Depreciation and amortization expense associated with the Company's fixed assets and capitalized software was as follows:

Note 8 Accrued Liabilities

Accrued liabilities consisted of the following amounts:

Note 9 Leases

The Company has entered into lease agreements for certain facilities and IT data center equipment, with remaining terms of approximatelyone tofive years and that may include options to extend. The Company does not have lease agreements with residual value guarantees or material restrictive covenants. Variable lease payments included in the lease agreements are immaterial.

During the years ended December 31, 2025, 2024, and 2023, the Company recordedno lease right-of-use asset impairment charges.

During the year ended December 31, 2024, the Company announced its intent to partially abandon the Keap headquarters office building in Chandler, Arizona, which has a lease end date of December 31, 2026, as of December 2024. As a result, the Company recorded $4.2 million of accelerated amortization costs related to this partial abandonment during the year ended December 31, 2024. During the fourth quarter of 2025, the Company announced its intent to fully abandon the remaining space at the Keap headquarters office building as of December 2025, resulting in $0.1 million of accelerated amortization costs during the year ended December 31, 2025.

The following table summarizes the components of the Company's lease cost:

(1)Included in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).

(2)Included in Cost of services, Sales and marketing, Research and development, and General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

(3)Included in Interest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Supplemental balance sheet information related to the Company's leases is as follows:

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

(2)Included in Other current liabilities on the Consolidated Balance Sheets.

(3)Included in Other liabilities on the Consolidated Balance Sheets.

(4)Included in Fixed assets and capitalized software, net, on the Consolidated Balance Sheets.

Supplemental cash flow information related to the Company's leases is as follows:

Weighted-average remaining lease term and discount rate are as follows:

Maturities of lease liabilities as of December 31, 2025 are as follows:

Note 10 Debt Obligations

The following table sets forth the Company's outstanding debt obligations as of December 31, 2025 and 2024:

Term Loan

On May 1, 2024, the Company entered into a new Term Loan Credit Agreement (the “Term Loan”), the proceeds of which were used to refinance and pay off in full the Company’s previous term loan facility (the “Prior Term Loan”) and to pay fees and expenses related to the refinancing.

The Term Loan established a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount equal to $350.0 million, of which 40.0% was held by a related party who was an equity holder of the Company as of May 1, 2024. The Company defines a related party as any shareholder owning more than 5% of the Company's voting securities. As of 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.

The Term Loan Facility matures on May 1, 2029 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, the secured overnight financing rate (“SOFR”) or base rate, in each case, plus an applicable margin per annum equal to (i)6.75% (for SOFR loans) and (ii)5.75% (for base rate loans). The Term Loan Facility requires mandatory amortization payments, paid quarterly commencing June 30, 2024, equal to (i) $52.5 million per year for the firsttwo years following the closing date of the Term Loan, and (ii) $35.0 million per year thereafter. As a result of $21.9 million of prepayments made during the year ended December 31, 2025, the Company's mandatory amortization payments for the next 12 months total$17.5 million.

The weighted-average interest rate on short-term borrowings as of December 31, 2025 and 2024 was 10.6% and 11.2%, respectively.

The Term Loan, which was incurred by Thryv, Inc., the Company’s operating subsidiary, is secured by all the assets of Thryv, Inc., certain of its subsidiaries and the Company, and is guaranteed by the Company and certain of its subsidiaries.

The net proceeds from the Term Loan of $337.5 million (net of original issue discount costs of $6.3 million and third-party fees of $6.2 million) were used to repay the remaining $300.0 million outstanding principal balance of the Prior Term

Loan, accrued interest of $3.8 million, and third-party fees of $0.6 million. The Company accounted for this transaction as a modification for lenders that were party to both the Prior Term Loan and Term Loan. The debt of the new lenders that were party to the Term Loan are new issuances, while the other lenders that were party to only the Prior Term Loan were accounted for as an extinguishment.

Accordingly, total third-party fees paid were $6.2 million, of which $2.0 million was immediately charged to General and administrative expense on the Consolidated Statements of Operations and Comprehensive Income (Loss). The remaining third-party fees of $4.2 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the Term Loan, using the effective interest method. Additionally, there were unamortized debt issuance costs which includes third-party fees and original issue discount costs of $7.8 million on the Prior Term Loan, of which $5.4 million was written off and recorded as a loss on early extinguishment of debt on the Consolidated Statements of Operations and Comprehensive Income (Loss). The remaining unamortized debt issuance costs of $2.4 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the Term Loan, using the effective interest method.

The Company has recorded accrued interest of $0.3 million and $0.3 million as of December 31, 2025 and December 31, 2024, respectively. Accrued interest is included in Other current liabilities on the Consolidated Balance Sheets.

Term Loan Covenants

The Term Loan Facility contains certain covenants that, subject to exceptions, limit or restrict the Company’s ability to, among others, incur additional indebtedness, guarantees and liens; make investments, loans and advances; dispose of assets and make sale-leaseback transactions; enter into swap agreements; make payments of dividends and other distributions; make payments in respect of certain indebtedness; enter into certain affiliate transactions and restrictive amendments to certain agreements; change its lines of business; amend certain material documents; consummate certain mergers, consolidations and liquidations; and use the proceeds of the term loans.

Additionally, the Company is required to maintain compliance with (a) a maximum “Total Net Leverage Ratio”, calculated as the ratio of “Consolidated Total Net Indebtedness” to “Consolidated EBITDA” (in each case, as defined in the Term Loan), which shall not be greater than 3.0 to 1.0 as of the last day of each fiscal quarter and (b) a minimum “SaaS Revenue” (as defined in the Term Loan), which shall not be less than the quarterly thresholds set forth in the Term Loan Agreement as of the last day of each fiscal quarter. As of December 31, 2025, the Company was in compliance with its Term Loan covenants. The Company also expects to be in compliance with these covenants for the next twelve months.

ABL Facility

On May 1, 2024, the Company entered into a new Credit Agreement (the “ABL Credit Agreement”), which established a new asset-based revolving loan facility (the “ABL Facility”). The ABL Facility refinanced the Company’s previous asset-based revolving loan facility (the “Prior ABL Facility”). Proceeds of the ABL Facility may be used by the Company for ongoing general corporate purposes and working capital.

The ABL Facility matures on May 1, 2028 and borrowings under the ABL Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum, depending on the average excess availability under the ABL Facility, equal to (i)2.50% to 2.75% (for SOFR loans) and (ii)1.50% to 1.75% (for base rate loans). The fee for undrawn commitments under the ABL Facility is equal to 0.375% per annum.

The Company accounted for this transaction as an extinguishment of the Prior ABL Facility. Total third-party fees and lender fees of$1.3 million associated with the ABL Facility, were deferred as debt issuance costs and will be amortized as interest expense, over the term of the ABL Facility. Additionally, the unamortized debt issuance costs associated with the Prior ABL Facility of$1.2 million, were written off and recorded as a loss on early extinguishment of debt on the Consolidated Statement of Operations and Comprehensive Income (Loss).

As of December 31, 2025 and December 31, 2024, the Company had debt issuance costs with a remaining balance of$0.7 million and $1.1 million, respectively. These debt issuance costs are included in Other assets on the Consolidated Balance Sheets.

As of December 31, 2025, the Company's borrowing base availability, determined primarily based on accounts receivable and credit card receivables less certain reserves, was $28.2 million. As a result of certain restrictions in the Company's debt agreements, as of December 31, 2025, approximately $19.7 million was available to be drawn upon under the ABL Facility.

ABL Facility Covenants

The ABL Credit Agreement contains certain covenants that, subject to exceptions, limit or restrict the Company’s ability to, among others, incur additional indebtedness, guarantees and liens; make investments, loans and advances; dispose of assets and make sale-leaseback transactions; enter into swap agreements; make payments of dividends and other distributions; make payments in respect of certain indebtedness; enter into certain affiliate transactions and restrictive amendments to certain agreements; change its lines of business; amend certain material documents; consummate certain mergers, consolidations and liquidations; and use the proceeds of the revolving loans.

Additionally, the Company is required to maintain compliance with (a) a minimum “Fixed Charge Coverage Ratio”, calculated as the ratio of “Consolidated EBITDA” minus unfinanced capital expenditures to “Fixed Charges” (in each case, as defined in the ABL Credit Agreement), which shall not be less than 1.0 to 1.0 as of the last day of each fiscal quarter and (b) a minimum “Excess Availability” (as defined in the ABL Credit Agreement) of at least $8.5 million at all times. As of December 31, 2025, the Company was in compliance with its ABL Credit Agreement covenants. The Company also expects to be in compliance with these covenants for the next twelve months.

Future Cash Commitments

The following table sets forth future cash commitments associated with the Company's Term Loan and ABL Facility:

Note 11 Pensions

During the periods presented, the Company sponsored two frozen non-contributory qualified defined benefit pension plans that incur no additional service costs: the Dex Pension Plan and the YP Holdings LLC Pension Plan (the“YP Plan”). The Company also maintains two frozen non-qualified defined benefit pension plans for certain executives: the Dex One Pension Benefit Equalization Plan and the SuperMedia Excess Pension Plan.

During 2025, the Company commenced the process to fully terminate the YP Plan. In the fourth quarter of 2025, $15.9 million in lump sum distributions were made from plan assets to certain retirees, participants, and beneficiaries under the YP Plan who elected to receive their benefits as accelerated lump sum payouts. Additionally, the Company purchased a group annuity contract with an insurance company for $33.1 million that transferred $29.5 million of benefit obligations related to the remaining participants to the insurer. There was no change to the pension benefits for the participants transferred to the insurance company. The purchase of the group annuity contract was fully funded by plan assets. The transaction was considered a settlement under GAAP and, in the fourth quarter of 2025, the Company recorded a non-cash pension settlement charge of approximately $3.7 million reflected in Net periodic pension (cost) benefit as a result of the lump sum distributions and the purchase of the group annuity contract. The pension settlement required remeasurement of the plan assets and obligations prior to the calculation of the settlement charge.

The Company immediately recognizes actuarial gains and losses in its operating results in the year in which the gains and losses occur. The Company estimates the interest cost component of net periodic pension cost by utilizing a full yield curve approach and applying the specific spot rates along the yield curve used in the determination of the benefit obligations of the relevant projected cash flows. This method provides a more precise measurement of interest costs by improving the correlation between projected cash flows to the corresponding spot yield curve rates.

Net Periodic Pension Cost (Benefit)

The following table details the components of net periodic pension cost (benefit)for the Company's pension plans:

Since all pension plans are frozen and no employees accrue future pension benefits under any of the pension plans, the rate of compensation increase assumption is no longer applicable. The Company determines the weighted-average discount rate by applying a yield curve comprised of the yields on several hundred high-quality, fixed income corporate bonds available on the measurement date to expected future benefit cash flows.

The weighted-average assumptions used for determining the Company's net periodic pension cost (benefit) are as follows:

The weighted-average assumptions used for determining the Company's pension benefit obligations are as follows:

Pension Benefit Obligations and Plan Assets

The following table summarizes the benefit obligations, plan assets, and funded status associated with the Company's pension and benefit plan:

The following table summarizes the cash contributions made by the Company to its qualified and non-qualified plans during the years ended December 31, 2025, 2024 and 2023:

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

The net actuarial loss in the benefit obligations of$5.8 million for the year ended December 31, 2025 was a result of losses attributable to decreasing discount rates due to changes in corporate bond markets, life expectancy updates, actuarial assumption updates to reflect current market conditions, and plan experience differing from expectations, partially offset by gains attributable to asset performance exceeding expectations.

The following table summarizes the amounts recognized on the Consolidated Balance Sheets related to pension plans:

The following table summarizes the amounts associated with the Company's pension plans that have accumulated pension obligations greater than plan assets (underfunded):

Expected Cash Flows

The Company's estimated future pension benefit payments are as follows:

Pension Plan Assets

The Company's overall investment strategy is to achieve a mix of assets, allowing it to meet projected benefits payments while taking into consideration expected levels of risk and return. Depending on perceived market pricing and various other factors, both active and passive approaches are utilized.

The following tables set forth the fair values of the Company's pension plan assets by asset category:

Cash and cash equivalents are comprised of cash and high-grade money market instruments with short-term maturities. Equity funds are mutual funds invested in equity securities. U.S. treasuries and agencies are fixed income investments in U.S. government or agency securities. Corporate bonds are mutual fund investments in corporate debt. Hedge funds are private investment vehicles that use a variety of investment strategies with the objective of providing positive total returns regardless of market performance.

Pension Plan Hedge Fund Investments

The Company's hedge fund investments are made through limited partnership interests in various hedge funds that employ different trading strategies. Examples of strategies followed by hedge funds include directional strategies, relative value strategies and event driven strategies. A directional strategy entails taking a net long or short position in a market. Relative value seeks to take advantage of mis-pricing between two related and often correlated securities with the expectation that the pricing discrepancy will be resolved over time. Relative value strategies typically involve buying and selling related securities. An event driven strategy uses different investment approaches to profit from reactions to various events. Typically, events can include acquisitions, divestitures or restructurings that are expected to affect individual companies and may include long and short positions in common and preferred stocks, as well as debt securities and options. The Company has no unfunded commitments to these investments and has redemption rights with respect to its investments that range up tothree years.

The Company uses NAV to determine the fair value of all underlying investments that do not have a readily determinable fair market value and either have the attributes of an investment company or prepare their financial statements consistent with the measurement principles of an investment company. As of December 31, 2025 and 2024, the Company used NAV to value its hedge fund investments.

The weighted-average percentage of assets in the Company's pension plans, by category, is as follows:

Prospective Pension Plan Investment Strategy

The Company uses a liability-driven investment strategy, and as part of the strategy, the Company may invest in hedge fund investments, fixed income investments, and equity investments, and will hold an adequate amount of cash and cash equivalents to meet daily pension obligations.

Expected Rate of Return for Pension Assets

The expected rate of return for the pension assets represents the average rate of return to be earned on plan assets over the period the benefits are expected to be paid. The expected rate of return on the plan assets is developed from the expected future return on each asset class, weighted by the expected allocation of pension assets to that asset class. Historical performance is considered for the types of assets in which the plan invests. Independent market forecasts and economic and capital market considerations are also utilized.

For 2026, the expected rate of return, net of administrative expenses, for the Dex Pension Plan is 5.2%. In 2025, the actual rates of return on assets for the Dex Pension Plan and the YP Plan were 10.7% and 7.2%, respectively. In 2024, the actual rates of return on assets for the Dex Pension Plan and the YP Plan were 6.0% and(1.0)%, respectively.

Savings Plan Benefits

The Company sponsors a defined contribution savings plan to provide opportunities for eligible employees to save for retirement. All full-time U.S. employees are eligible to participate in the plan. Participant contributions may be made on a pre-tax, after-tax, or Roth basis. Under the plan, the Company matched up to 1% of eligible pre-tax or Roth employee contributions forthe year ended December 31, 2025, and up to 4.8% for the years ended December 31, 2024 and 2023. These matching Company cash contributions are allocated to the participants' current investment elections. The Company recognizes its contributions as savings plan expense based on its matching obligation to participating employees. For the years ended December 31, 2025, 2024 and 2023, the Company recorded total savings plan expense of $1.7 million, $7.7 million, and $9.0 million, respectively.

Note 12 Stock-Based Compensation and Stockholders' Equity

The Stock Incentive Plans provide for several forms of incentive awards to be granted to designated eligible employees, non-management directors, and independent contractors providing services to the Company. On September 3, 2020, the Company's Board of Directors adopted, and the Company's stockholders approved, the Company's 2020 Plan. The 2020 Plan replaced the 2016 Plan, as the Company determined not to make additional awards under the 2016 Plan following the effectiveness of the 2020 Plan. However, the terms of the 2016 Plan continue to govern outstanding equity awards granted under the 2016 Plan.

The maximum number of shares of the Company’s common stock authorized for issuance under the 2016 Plan is 6,166,667. Any shares reserved for issuance, but unissued, forfeited or lapse unexercised under the 2016 Plan will be made available under the 2020 Plan for issuance. On May 18, 2021, the Company’s stockholders approved an amendment to the 2020 Plan to provide that commencing on January 1, 2022 and ending on (and including) January 1, 2030, there will be an annual increase in the total number of shares of common stock reserved and available for delivery in connection with the 2020 Plan of up to 5% of the total number of shares of common stock outstanding on December 31st of the preceding year, pending approval by the Compensation Committee of the Board. On January 1, 2023, the 2020 Plan share pool increased by 1,723,944 shares,5% of the outstanding common stock of 34,478,892 shares on December 31, 2022. On January 1, 2024, the 2020 Plan share pool increased by 1,759,429 shares,5% of the outstanding common stock of 35,188,599 shares on December 31, 2023. On January 1, 2025, the 2020 Plan share pool increased by 2,145,995 shares,5% of the outstanding common stock of 42,919,905 shares on December 31, 2024. As of December 31, 2025, the maximum number of shares of the Company’s common stock authorized for issuance under the 2020 Plan was 6,654,546.

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

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

Restricted Stock Units

The following tables summarize the Company's RSU activity during the periods presented:

The Company grants RSUs to the Company's employees and non-employee directors under the 2020 Plan. Pursuant to the RSU award agreements, each RSU entitles the recipient toone share of the Company’s common stock, subject to time-based vesting conditions set forth in individual agreements.

The fair value of each RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The RSUs vest and are expensed on a straight-line basis over the requisite service period, which ranges betweenone year andthree years from the date of grant, subject to the continued employment of the employees and services of the non-employee board members.

As of December 31, 2025, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was$12.5 million and is expected to be recognized over a weighted-average period of 1.52 years.

During the year ended December 31, 2025, the Company issued an aggregate of 595,977 shares of common stock to employees and non-employee directors upon the vesting of RSUs previously granted under the 2020 Plan.

Performance-Based Restricted Stock Units

The following tables summarize the Company's PSU activity during the periods presented:

The Company grants PSUs to employees under the Company’s 2020 Plan. Pursuant to the PSU award agreement, each PSU entitles the recipient to up to 1.5 shares of the Company’s common stock, subject to certain performance measures set forth in individual agreements.

The PSUs will vest, if at all, following the achievement of certain performance measures over athree-year performance period, relative to certain performance and market conditions. Grant-date fair value of PSUs that vest relative to a performance condition are measured based upon the market closing price of the Company’s common stock on the date of grant and expensed on a straight-line basis when it becomes probable that the performance conditions will be satisfied, net of forfeitures, over the service period of the awards, which is generally the vesting term ofthree years. Grant-date fair value of PSUs that vest relative to a market condition are measured using a Monte Carlo simulation model and expensed on a straight-line basis, net of forfeitures, over the service period of the awards, which is generally the vesting term ofthree years. As of December 31, 2025, the nonvested balance of PSUs that vest based on performance and market conditions were 541,841 and 406,373, respectively.

As of December 31, 2025, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was$9.4 million and is expected to be recognized over a weighted average period of 1.19 years.

The following table summarizes the weighted-average fair values and assumptions used in the Monte Carlo simulation model for PSUs during the periods presented:

Stock Options

No stock options were issued during the years ended December 31, 2025,2024, or 2023.

In 2020, the Company granted stock options to certain employees and non-management directors that vest over the service period, which is athree-year tofour-year period ending on October 15, 2024 and have a 10-year term from the date of grant.

A stock option holder may pay the option exercise price in cash, by delivering to the Company unrestricted shares having a value at the time of exercise equal to the exercise price, by a cashless broker-assisted exercise, by a loan from the Company, (unless prohibited by law) or by a combination of these methods.

Any unvested portion of the stock option award will be forfeited upon the employee’s termination of employment with the Company for any reason before the date the option vests, except that the Compensation Committee of the Company, at its sole option and election, may provide for the accelerated vesting of the stock option award. If the Company terminates the employee without cause or the employee resigns for good reason, then the employee is eligible to exercise the stock options that vested on or before the effective date of such termination or resignation. If the Company terminates the employee for cause, then the employee's stock options, whether or not vested, shall terminate immediately upon termination of employment. The Compensation Committee of the Company shall have the authority to determine the treatment of awards in the event of a change in control of the Company or the affiliate which employs the award holder.

The following tables summarize the Company's stock option activity during the periods presented:

As of December 31, 2025, there wasno unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options, as all granted stock options were fully vested on October 15, 2024.

Cash proceeds received from exercises of stock options during the years ended December 31, 2025, 2024 and 2023 were $3.3 million, $8.9 million and $3.1 million, respectively. The associated tax benefits from options exercised and RSUs and PSUs issued were $1.6 million, $3.8 million and $1.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Employee Stock Purchase Plan

The ESPP was approved by the Company's Board of Directors on September 10, 2020 and became effective on September 23, 2020. Under the ESPP, eligible employees may purchase a limited number of shares of our common stock at the lesser of 85% of the market value at the beginning of the offering period or 85% of the market value at the end of the offering period. The ESPP is intended to enable eligible employees to use payroll deductions to purchase shares of stock in offerings under the plan, and thereby acquire an interest in the Company. The maximum aggregate number of shares of stock available for purchase under the plan by eligible employees is 2,000,000 shares.

A total of 171,561 shares were issued on June 30,2025, and 231,549 shares were issued on December 31, 2025, for a total of 403,110 shares issued through the ESPP during the year ended December 31, 2025.

A total of 149,983 shares were issued on June 30,2024, and 114,055 shares were issued on December 31, 2024, for a total of 264,038 shares issued through the ESPP during the year ended December 31, 2024.

A total of 189,837 shares were issued on June 30,2023, and 114,147 shares were issued on December 31, 2023, for a total of 303,984 shares issued through the ESPP during the year ended December 31, 2023.

Share Repurchase Program

On April 30, 2024, the Board authorized a new share repurchase program (the “Share Repurchase Program”), under which the Company may repurchase up to $40.0 million in shares of common stock through April 30, 2029. The repurchase program will be subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s Term Loan and ABL Credit Agreement. The Share Repurchase Program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time.

The Company repurchased 378,000 shares and 26,495 shares of its outstanding common stock during the years ended December 31, 2025, and 2024, respectively. The total purchase price of these transactions was approximately $5.0 million and $0.5 million, respectively. The acquired shares were recorded as Treasury stock upon repurchase.

As of December 31, 2025, the Company had repurchased approximately $5.5 million, or 404,495 shares, of the Company's outstanding common stock under the Share Repurchase Program and $34.5 million remains available for share repurchases. The Company's ability to repurchase shares in the future is limited by certain conditions set forth in the ABL Credit Agreement.

Common Stock Offering

To finance the Keap Acquisition, the Company entered into an underwriting agreement dated October 29, 2024 with RBC Capital Markets, LLC (the“Underwriter”). The Company closed an underwritten public offering of 5,715,000 shares of common stock. The Company raised approximately $76.8 million in proceeds (after deducting underwriting discounts and commissions) and borrowed $5.5 million under its ABL Facility.

The Company granted the Underwriter an option to purchase up to an additional 857,250 shares of the Company’s common stock. On November 12, 2024, the Company sold 857,250 shares of its common stock to the Underwriter pursuant to the Underwriter’s exercise in full of such option to purchase additional shares. The Company raised approximately $11.5 million in proceeds (after deducting underwriting discounts and commissions) from the sale of these additional shares of its common stock. The Company also incurred approximately $0.9 million of offering expenses related to the public offering and the underwriter's option, which brought the total net proceeds of the offering to approximately $87.4 million (after deducting underwriting discounts and commissions and offering expenses).

Stock Warrants

As of January 1, 2023, the Company had fully vested outstanding warrants of 9,427,343 and the holders of such warrants were entitled to purchase, in the aggregate, up to 5,237,413 shares of common stock at an exercise price of$24.39 per common share. The warrants were issued in 2016 upon the Company's emergence from its pre-packaged bankruptcy.

During the year ended December 31, 2023, 1,173,348 warrants were exercised. Cash proceeds from exercises of stock warrants during theyear ended December 31, 2023 was $15.9 million and is recorded in Proceeds from exercise of stock warrants in Cash flows from financing activities on the Consolidated Statements of Cash Flows.

On August 15, 2023,8,253,997 warrants expired unexercised. As of December 31, 2025 and 2024, the Company did not have any warrants outstanding.

Note 13 Earnings per Share

The following tables present the calculation of basic and diluted earnings per share for the years ended December 31, 2025, 2024 and 2023:

The computation of diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the years ended December 31, 2025, 2024, and 2023:

Note 14 Income Taxes

The components of the Company's income (loss) before income tax (expense) benefit are as follows:

The components of the Company's income tax (expense) benefit are as follows:

The following table provides a reconciliation between the effective income tax rate and the federal statutory tax rate:

(1)State taxes in California and Iowa in 2025, Florida, Michigan, and Virginia in 2024, and Iowa and New York in 2023 made up the majority (greater than 50%) of the tax effect in this category. This category includes the impact of state valuation allowances and state unrecognized tax benefits.

Income Taxes Paid

The components of the Company's income taxes paid (net of refunds) are as follows:

Income taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions:

• Jurisdiction below the threshold for the period presented.

Deferred Taxes

Deferred taxes arise because of differences in the book and tax basis of certain assets and liabilities. A valuation allowance is recognized to reduce gross deferred tax assets to the amount that will more likely than not be realized.

The significant components of the Company's deferred income tax assets and liabilities are as follows:

(1) For theyear ended December 31, 2025, the Company had gross federal net operating loss carryforwards of$84.2 million, with$30.9 million expiring in 2033 through 2037 and$53.3 million with an indefinite carryforward period. The Company's federal net operating losses are subject to limitations under Section 382 of the Internal Revenue Code of$0.8 million per year. The annual limitation may be increased or decreased by net unrealized built-in gains or losses during the five-year period beginning on the date of the Section 382 ownership change. The Company also had post-apportionment state net operating losses of$275.8 million and$249.4 million expiring in 2026 through 2045 and$26.4 million with an indefinite carryforward period. A valuation allowance has been recorded for net operating losses which are expected to expire unutilized.

The Company establishes a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In evaluating the ability to realize deferred tax assets, the Company considers all available positive and negative evidence in determining whether, based on the weight of that evidence, a valuation allowance is needed for some or all of the Company's deferred tax assets. In determining the need for a valuation allowance on the Company's deferred tax assets, the Company places greater weight on recent and objectively verifiable current information. The Company has considered taxable income in prior carryback years, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income in assessing the need for the valuation allowance. If the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

As of December 31, 2025, management has determined that it is more likely than not that its deferred taxes will be realized, with the exception of certain indefinite lived deferred tax assets and certain state net operating loss carryforwards of $16.8 million. For the year ended December 31, 2025, the Company recorded a net valuation allowance increase of $1.1 million on the basis of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized.

Valuation Allowance

The following table summarizes the changes in the Company’s valuation allowance:

Unrecognized Tax Benefits

The Company records unrecognized tax benefits for the estimated risk associated with tax positions taken on tax returns.

The Company is subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which the Company is subject to potential examination include the United States and Australia. Tax years 2022 through 2024 are subject to examination by the Internal Revenue Service. Australia tax returns are subject to examination by the Australian Taxation Office for tax years 2021 through 2024. State tax returns are open for examination for an average of three years; however, certain jurisdictions remain open to examination longer than three years due to the existence of net operating loss carryforwards. The Company received IRS FPAA notification letters dated August 29, 2018, for IRS adjustments related to the tax years 2012-2015, for which the Company has previously and adequately reserved. See Note 15, Contingent Liabilities. The Company is also currently under examination by the Illinois Department of Revenue for tax years 2022 and 2023 and by the Wisconsin Department of Revenue for tax years 2021 through 2023. The Company does not have any other significant state or local examinations in process.

The following table reflects changes to and balances of the Company's unrecognized tax benefits:

The Company's unrecognized tax benefit increased by $0.8 million and $0.9 million for the years ended December 31, 2025 and 2024, respectively, and decreased by $4.3 million for the year ended December 31, 2023. The increase for the year ended December 31, 2025 was primarily attributable to the tax positions related to research and development credits claimed for tax year 2025. The increase for the year ended December 31, 2024 was primarily attributable to the tax positions related to research and development credits claimed for tax years 2023 and 2024. The decrease for the year ended December 31, 2023 was primarily attributable to favorable developments with ongoing U.S. federal tax examinations, partially offset by the increase attributable to tax positions related to research and development credits claimed for tax years 2022 and 2023.

For the years ended December 31, 2025, 2024 and 2023, the Company had $18.8 million, $18.1 million, and $17.1 million, respectively, of unrecognized tax benefits, excluding interest and penalties, that if recognized, would impact the effective tax rate. The Company recorded adjustments to interest and penalties related to unrecognized tax benefits as part of the expense/(benefit) for income taxes in the Consolidated Statements of Operations and Comprehensive Income (Loss) of $2.2 million, $2.3 million, and $(2.8) million for the years ended December 31, 2025, 2024 and 2023, respectively. Unrecognized tax benefits included $13.6 million, $11.3 million, and $9.0 million of accrued interest as of December 31, 2025, 2024, and 2023, respectively.

It is reasonably possible that the $18.8 million unrecognized tax benefit liability presented above for the year ended December 31, 2025, could decrease by $15.6 million within the next twelve months, due to an anticipated settlement with the tax authorities and the expiration of the statute of limitations in certain jurisdictions.

Note 15 Contingent Liabilities

Litigation

The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.

The Company establishes reserves for the estimated losses on specific contingent liabilities for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, losses are considered probable, but the Company is not able to make a reasonable estimate of the liability because of the uncertainties related to the outcome or the amount or range of potential loss. For these matters, disclosure is made, but no amount is reserved. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material adverse effect on our results of operations, financial condition, or cash flows.

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

Regulatory Matter

In October 2024, the Company received a subpoena from the Division of Enforcement of the SEC requesting documents and information related to the Company’s previously publicly announced strategic conversion of its clients from its Digital marketing services solutions platform to its SaaS solutions platform. The Company is cooperating fully. The SEC noted that the investigation is a fact-finding inquiry and does not mean that it has concluded that anyone has violated the law.

Section 199 and Research and Development Tax Case

Section 199 of the Internal Revenue Code of 1986, as amended (the “Tax Code”) provides for deductions for manufacturing performed in the U.S. The Internal Revenue Service (“IRS”) took the position that directory providers were not entitled to claim the deductions because printing vendors had already claimed the deductions. The Tax Code also grants tax credits related to research and development expenditures. The IRS also took the position that the expenditures had not been sufficiently documented to be eligible for the tax credit. The Company disagreed with the IRS's positions.

The IRS challenged the Company's tax return position on both the Section 199 deduction and the tax credits. With respect to the tax years 2012 through June 2015 for the YP LLC partnership, the IRS sent 90-day notices to DexYP on August 29, 2018. In response, the Company filed three petitions (in the names of various related partners) in U.S. Tax Court challenging the IRS, and the IRS filed answers to those petitions. Thethree cases were consolidated by the court and were referred back to IRS Administrative Appeals for settlement negotiations, during which time the litigation was suspended. Several appeals conferences were held. The Company settled its claim for a Section 199 deduction on favorable terms. The Company and the IRS also reached an agreement regarding additional research and development tax credits for the tax years at issue whereby the IRS allowed more tax credits than were originally claimed on the tax returns. With respect to the tax year from July to December 2015 for the Print Media LLC partnership, the Company also filed a petition in the U.S. Tax Court to challenge the IRS denial of its Section 199 deductions.

As of December 31, 2025 and December 31, 2024, the Company has reserved $30.4 million and$28.3 million, respectively, in connection with the Section 199 disallowance and less than$0.1 million related to the research and development tax credit disallowance. See Note 4, Fair Value Measurements, for a discussion of the Company's former indemnification asset related to these matters.

On May 22, 2023, the Company received a draft Appeals Settlement document (“Draft Settlement”) from the IRS relating to the IRC Section 199 tax case. Once finalized, the Draft Settlement will result in a decrease in the unrecognized tax benefit recorded for this tax position. During the year ended December 31, 2024, the Company recorded a measurement adjustment to the uncertain tax position liability to account for the new information received from the Draft Settlement. The settlement was finalized, and with respect to the YP LLC partnership, the court entered its final decision on October 22, 2024, reflecting the parties' settlement. With respect to the litigation regarding the Print Media, LLC partnership, the Company successfully applied the terms of the IRS settlement for the YP LLC partnership to the dispute regarding the Print Media LLC partnership. On March 10, 2025, the parties filed a Proposed Stipulated Decision with the court reflecting their agreement. The parties are awaiting the court to enter its final decision in that case.

Note 16 Changes in Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders' equity, for the years ended December 31, 2025 and 2024.

Note 17 Segment Information

The Company's chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates performance of the reportable segments based on Segment Adjusted EBITDA, which is the primary measure of segment profitability. The CODM monitors actual versus forecasted results for Segment Adjusted EBITDA on a monthly basis to assess the performance of each segment and make decisions about allocating resources to each segment.

During the first quarter of 2024, the Company realigned its operating and reportable segments as a result of changes to the internal reporting provided to the CODM, to reflect the way that the CODM assesses performance and allocates resources. Subsequently, the Company hastwo operating segments, which are also its reportable segments: (1) SaaS and (2) Marketing Services. Prior period information has been recast to conform to the current period presentation.

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

The following tables summarize the operating results of the Company's reportable segments. Segment cost of services, Segment sales and marketing, Segment research and development, and Segment general and administrative expenses presented below exclude the allocation of depreciation and amortization expense, stock-based compensation expense, restructuring and integration expenses, transaction costs and other expenses.

A reconciliation of the Company’s Income (loss) before income tax (expense) benefit to total Segment Adjusted EBITDA is as follows:

(1) Restructuring and integration expenses includes abandoned facility costs, severance charges, post-acquisition and integration expenses, tax and accounting fees related to acquisitions, and legal fees related to cases inherited from acquisitions.

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

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

Revenue from customers located in Australia was approximately 13.0%,14.4%, and 15.3% of total revenue for the years ended December 31, 2025,2024, and 2023, respectively. No other individual foreign country contributed more than 10% of total revenue forthe years ended December 31, 2025, 2024, or 2023.

The following table summarizes the Company's long-lived assets by geographic region, which consist of operating lease right-of-use assets and fixed assets, net, excluding capitalized software: