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Thryv Holdings, Inc.

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 4, 2026

THRY$1.18-1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001556739-26-000028

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-04.

0001556739-26-000040

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 149 previous paragraphs and 173 current paragraphs.

87 unchanged; 42 reworded; 33 added; 20 removed; 0 previous and 11 current paragraphs rearranged.

Tables are not compared: 10 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (33)

Current report

(1) See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net (loss) income, the most directly comparable measure presented in accordance with GAAP.

Current report

Revenue decreased by $59.7 million, or 28.4%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was driven by a decrease in Marketing Services revenue of $59.2 million and a decrease in SaaS revenue of $0.5 million.

Current report

Marketing Services revenue decreased by $59.2 million, or 62.0%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Current report

Cost of services decreased by $7.7 million, or 12.0%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily driven by a corresponding decline in revenue and by strategic cost saving initiatives. Specifically, printing and distribution costs decreased by $6.6 million as a result of lower Print revenue, contract services expense decreased by $3.7 million, and employee-related expenses decreased by $1.5 million. These decreases were partially offset by an increase in traffic expenses of $3.2 million.

Current report

General and administrative expense decreased by $11.2 million, or 21.4%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily attributable to a decrease in contract services of $6.3 million, a decrease in employee-related expenses of $3.3 million, a decrease in bad debt expense of $1.6 million, and a decrease in stock-based compensation expense of $2.3 million. These decreases were partially offset by an increase in severance expenses of $3.1 million.

Current report

Other expense for the three months ended June 30, 2026 was $0.4 million, compared to Other income of $2.6 million during thethree months ended June 30, 2025. This net change of$3.0 million was primarily the result of a foreign-currency related loss of $0.4 million during the three months ended June 30, 2026, compared to a foreign-currency related gain of $2.6 million during thethree months ended June 30, 2025.

Current report

See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net (loss) income, the most directly comparable measure presented in accordance with GAAP.

Current report

(1) See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net (loss) income, the most directly comparable measure presented in accordance with GAAP.

Current report

Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

Current report

Marketing Services revenue decreased by $78.5 million, or 47.4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current report

Sales and marketing expense decreased by $20.9 million, or 18.0%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to a decrease in employee-related expenses of $7.8 million as a result of lower sales headcount, a decrease in sales commissions of $7.6 million, and a decrease in stock-based compensation of $2.2 million.

Current report

Research and development expense increased by $0.1 million, or 0.4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current report

General and administrative expense decreased by $17.7 million, or 16.9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily due to a decrease in contract services of $6.1 million, a decrease in employee-related expenses of $5.5 million, a decrease in bad debt expense of $2.0 million, a decrease in software expense of $1.7 million, and a decrease in stock-based compensation expense of $4.2 million. These decreases were partially offset by an increase in severance expense of $3.5 million.

Current report

Interest expense decreased by $3.9 million, or 21.6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven primarily by lower outstanding debt balances.

Current report

Net periodic pension cost decreasedby$0.8 million for the six months ended June 30, 2026. This decrease was primarily due to a decrease in interest cost of$2.0 million, partially offset by a lower return on plan assets of$1.2 million.

Current report

Other income decreased by$2.0 million for thesix months ended June 30, 2026, driven primarily due to lower foreign-currency related gains.

Current report

Adjusted EBITDA decreased by $27.2 million, or 37.8%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in Adjusted EBITDA was primarily attributable to our Marketing Services segment as a result of lower Print revenue. Additionally, Adjusted EBITDA in our SaaS segment decreased as a result of the conversion of lower margin Digital marketing services products to SaaS products.

Current report

See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net (loss) income, the most directly comparable measure presented in accordance with GAAP.

Current report

We have various payment obligations as part of our ordinary course of business. Our material cash requirements include: (1) lease obligations; (2) debt repayments (see Note 7, Debt Obligations); (3) employee wages, benefits, and incentives; (4) cash severance payments (see Note 11, Restructuring); and (5) taxes due to governmental authorities (see Note 12, Income Taxes). The expected timing of payments is estimated based on current information. In addition, we may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions (see Note 13, Contingent Liabilities), pensions (see Note 8, Pensions) and other matters.

Current report

For the remainder of the year ending December 31, 2026, we expect total capital expenditures to be approximately $18.0 million. Our capital expenditure budget is an estimate and is subject to change.

Current report

Net cash from operating activities increased by $8.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by positive working capital movements, most notably in accounts receivable, prepaid expenses and other assets, and other liabilities. Additionally, the Company received a $4.0 million income tax refund during the six months ended June 30, 2026, compared to a $3.4 million income tax payment during the six months ended June 30, 2025, representing a $7.3 million favorable change in cash taxes. Additionally, cash paid for interest decreased from $16.5 million in 2025 to $13.4 million in 2026, a $3.0 million reduction driven by lower outstanding debt balances.

Current report

Net cash used in financing activities increased by $2.9 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company made net payments on the ABL Facility of $11.1 million, compared to net proceeds generated by the ABL Facility of $16.0 million during the six months ended June 30, 2025, resulting in a $27.1 million net increase in financing outflows. Additionally, the Company made $0.4 million in principal payments on finance lease obligations during the six months ended June 30, 2026, while no comparable payments were made during the six months ended June 30, 2025. These increases in net cash outflows were partially offset by the reduction in cash outflows related to the Term Loan, as the Company made no payments on the Term Loan during the six months ended June 30, 2026, compared to $26.3 million in Term Loan payments during the six months ended June 30, 2025.
Removed paragraphs (20)

Previous report

Marketing Services revenue decreased by $19.3 million, or 27.5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous report

General and administrative expense decreased by $6.5 million, or 12.3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily attributable to a decrease in employee-related expenses of $2.2 million, a decrease in stock-based compensation expense of $1.9 million, a decrease in software expense of $1.1 million, and a decrease in depreciation and amortization expense of $0.5 million due to the accelerated amortization method used by the Company. These decreases were partially offset by an increase in restructuring and integration expenses of $1.4 million, primarily driven by an increase in post-acquisition and integration expenses of $1.0 million.

Previous report

Other income increased by $1.0 million for the three months ended March 31, 2026 due to an increase in foreign-currency related gain.

Previous report

As of March 31, 2026, there have been no material changes to our material cash requirements from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Material Cash Requirements” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous report

Net cash from operating activities increased by $12.0 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily due to changes in working capital, particularly accounts payable and accrued liabilities, which was primarily impacted by the timing of payments. Additionally, the increase was due to lower interest payments of $1.4 million as a result of lower debt balances, and an income tax refund of $5.6 million during the three months ended March 31, 2026, compared to an income tax payment of $1.9 million during the three months ended March 31, 2025.

Previous report

Net cash provided by financing activities decreased by $9.7 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily due to net proceeds received of $4.4 million on the Company's ABL Facility during the three months ended March 31, 2026, compared to net proceeds received of $13.9 million during the three months ended March 31, 2025. Additionally, during the three months ended March 31, 2026, the Company made principal payments on finance lease obligations of $0.2 million, while no payments were made during the three months ended March 31, 2025.
Reworded paragraphs (42)

Previous wording

We serve approximately 220,000 SMB clients globally through two business segments: SaaS and Marketing Services.

Current wording

We serve approximately 215,000 SMB clients globally through two business segments: SaaS and Marketing Services.

Previous wording

Our SaaS segment generated$116.7 million and$111.1 million of consolidated revenues for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Our SaaS segment generated$114.5 million and$115.0 million of consolidated revenue for the three months ended June 30, 2026 and 2025, respectively, and$231.2 million and$226.1 million of consolidated revenue for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

Our Marketing Services segment provides both print and digital solutions and generated $50.9 million and $70.2 million of consolidated revenues for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Our Marketing Services segment provides both print and digital solutions and generated $36.2 million and $95.5 million of consolidated revenue for the three months ended June 30, 2026 and 2025, respectively, and $87.2 million and$165.7 million of consolidated revenue for thesix months ended June 30, 2026 and 2025, respectively.

Previous wording

During the twelve months ended March 31, 2026, we converted approximately 8,000 clients with Digital marketing services products to our Thryv Platform who were not already SaaS clients at the time of conversion. As of March 31, 2026, approximately 6,000 of these clients remained as SaaS clients. The conversion of these Marketing Services clients increased SaaS revenue by $3.3 million during the three months ended March 31, 2026.

Current wording

During the twelve months ended June 30, 2026, we converted approximately 11,000 clients with Digital marketing services products to our Thryv Platform who were not already SaaS clients at the time of conversion. As of June 30, 2026, approximately 9,000 of these clients remained as SaaS clients. The conversion of these Marketing Services clients increased SaaS revenue by $5.0 million and $7.6 million during the three and six months ended June 30, 2026, respectively.

Previous wording

Additionally, during the twelve months ended March 31, 2026, we converted Digital marketing services products to our Thryv Platform for approximately 10,000 clients who already had at least one SaaS product in our Thryv Platform at the time of conversion. The conversion of these Marketing Services clients increased SaaS revenue by $2.8 million during the three months ended March 31, 2026.

Current wording

Additionally, during the twelve months ended June 30, 2026, we converted Digital marketing services products to our Thryv Platform for approximately 4,000 clients who already had at least one SaaS product in our Thryv Platform at the time of conversion. The conversion of these Marketing Services clients increased SaaS revenue by $1.8 million and $3.2 million during the three and six months ended June 30, 2026, respectively.

Previous wording

The conversion of Marketing Services products for clients who were not already SaaS clients at the time of conversion decreases the number of clients in the Marketing Services segment and increases the number of clients in the SaaS segment. The conversion of products for Marketing Services clients (whether or not those clients had SaaS solutions prior to the conversion) decreases the revenue of the Marketing Services segment and increases the revenue of the SaaS segment. While we believe the conversions initiated for clients by Thryv provide valuable upgrades from Digital marketing services to our Thryv Platform and that converted clients are likely to subscribe to additional features of the Thryv Platform in the future, Thryv's conversion of products for these clients outside of the traditional sales process could result in these clients cancelling their services with us (known as “churn”) at a materially higher rate than the other clients in our SaaS segment. During the three months ended March 31, 2026, the churn of clients converted by Thryv from our Digital marketing services solutions to our Thryv Platform was in line with the churn from the other clients in our SaaS segment.

Current wording

The conversion of Marketing Services products for clients who were not already SaaS clients at the time of conversion decreases the number of clients in the Marketing Services segment and increases the number of clients in the SaaS segment. The conversion of products for Marketing Services clients (whether or not those clients had SaaS solutions prior to the conversion) decreases the revenue of the Marketing Services segment and increases the revenue of the SaaS segment. While we believe the conversions initiated for clients by Thryv provide valuable upgrades from Digital marketing services to our Thryv Platform and that converted clients are likely to subscribe to additional features of the Thryv Platform in the future, Thryv's conversion of products for these clients outside of the traditional sales process could result in these clients cancelling their services with us (known as “churn”) at a materially higher rate than the other clients in our SaaS segment. During the six months ended June 30, 2026, the churn of clients converted by Thryv from our Digital marketing services solutions to our Thryv Platform was in line with the churn from the other clients in our SaaS segment.

Previous wording

Our strategy is to expand the use of our SaaS solutions by introducing our SaaS solutions to new SMB clients, as well as our current Marketing Services clients and our existing SaaS client base, offering them additional SaaS solutions. This strategy includes capitalizing on the increased needs of SMBs for solutions that facilitate a remote working environment and virtual interactions. This strategy will require substantial sales and marketing capital. This strategy poses a risk if our Marketing Services clients do not fully embrace the transition to SaaS offerings by purchasing additional SaaS offerings or if they have higher churn rates.

Current wording

Our strategy is to expand the use of our SaaS solutions by introducing our SaaS solutions to new SMB clients and our current Marketing Services clients, as well as by offering additional SaaS solutions to our existing SaaS client base. This strategy includes capitalizing on the growing demand among SMBs for solutions that support a remote working environment and virtual interactions. This strategy will require substantial sales and marketing capital, and poses a risk if our Marketing Services clients do not fully embrace the transition to SaaS offerings by purchasing additional SaaS offerings or if they exhibit higher churn rates.

Previous wording

We intend to continue to develop and grow a profitable SaaS segment to better help SMBs manage their businesses, while maintaining strong profitability within our Marketing Services segment. As a result, SaaS has been able to achieve profitable growth. We will continue to improve our SaaS solutions by analyzing user behavior, expanding features, improving usability, enhancing our onboarding services and customer support and making version updates available to SMBs. We believe these initiatives will ultimately drive revenue growth; however, such improvements will also increase our operating expenses.

Current wording

We plan to continue to develop and grow a profitable SaaS segment to better help SMBs manage their businesses, while also maintaining strong profitability within our Marketing Services segment. As a result, our SaaS segment has been able to achieve profitable growth. We will continue to improve our SaaS solutions by analyzing user behavior, expanding features, improving usability, enhancing our onboarding services and customer support and making version updates available to SMBs. We believe these initiatives will ultimately drive revenue growth; however, such improvements will also lead to increased operating expenses.

Previous wording

Marketing Services clients decreased by 58 thousand, or 26%, as of March 31, 2026 as compared to March 31, 2025. This decrease was related to the secular decline in the print media industry and significant competition in the digital media space, from focusing on offering our SaaS solutions to our current Marketing Services clients, including by initiating conversions of our Digital marketing services products to SaaS products for clients.

Current wording

Marketing Services clients decreased by 40 thousand, or 20%, as of June 30, 2026 as compared to June 30, 2025. This decrease was related to the secular decline in the print media industry and significant competition in the digital media space, and from focusing on offering our SaaS solutions to our current Marketing Services clients, including by initiating conversions of our Digital marketing services products to SaaS products for clients.

Previous wording

SaaS clients decreased by 15 thousand, or 14%, as of March 31, 2026 as compared to March 31, 2025, due to the Company's sales strategy shifting to focus on growing the spend of existing clients with less emphasis on new client acquisition.

Current wording

SaaS clients decreased by 11 thousand, or 10%, as of June 30, 2026 as compared to June 30, 2025, due to the Company's sales strategy shifting to focus on growing the spend of existing clients with less emphasis on new SaaS client acquisition.

Previous wording

Total clients decreased by 61 thousand, or 22%, as of March 31, 2026 as compared to March 31, 2025. The primary driver of this decrease was the secular decline in the print media business combined with increasing competition in the digital media and SaaS space and the more recent focus on growing SaaS client spend and reduced emphasis on client acquisition.

Current wording

Total clients decreased by 46 thousand, or 18%, as of June 30, 2026 as compared to June 30, 2025. The primary driver of this decrease was the secular decline in the print media business combined with increasing competition in the digital media and SaaS space and the more recent focus on growing SaaS client spend and reduced emphasis on new SaaS client acquisition.

Previous wording

Monthly ARPU for Marketing Services decreased by $10, or 9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in ARPU for these periods was related to reduced spend by clients on our print media offerings due to the secular decline of the industry, by the continuing shift of advertising spend to larger digital media audiences, and our strategic decision to accelerate the conversion of clients from Digital marketing services solutions to SaaS offerings.

Current wording

Monthly ARPU for Marketing Services decreased by $11, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, anddecreasedby $10, or 9%, for thesix months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in ARPU for these periods was related to reduced spend by clients on our print media offerings due to the secular decline of the industry, by the continuing shift of advertising spend to larger digital media audiences, and our strategic decision to accelerate the conversion of clients from Digital marketing services solutions to SaaS offerings.

Previous wording

Monthly ARPU for SaaS increased by $43, or 13%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven by the sale of additional SaaS offerings to existing SaaS clients, the growth of the average spend of new SaaS clients, and price increases implemented in the second quarter of 2025. This was partially offset by the conversion of clients from lower ARPU Digital marketing services solutions to our SaaS offerings at no additional cost to the client at the time of upgrade.

Current wording

Monthly ARPU for SaaS increased by $42, or 12%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, andincreased by$46, or 13%, during thesix months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in ARPU for these periods wasdriven by the sale of additional SaaS offerings to existing SaaS clients, the growth of the average spend of new SaaS clients, and price increases implemented in the second quarter of 2026. This was partially offset by the conversion of clients from lower ARPU Digital marketing services solutions to our SaaS offerings at no additional cost to the client at the time of upgrade.

Previous wording

Seasoned NRR decreased from 99% for thethree months ended March 31, 2025 to 93% for thethree months ended March 31, 2026. The decrease in Seasoned NRR resulted primarily from a decrease in revenue associated with downgrades and cancellations by clients of SaaS products held for at least two years outpacing the combination of Thryv up-selling clients who had a SaaS product for at least two years and Thryv's conversion of marketing services products for clients who, at the time of conversion, already had at least one SaaS product for at least two years.

Current wording

Seasoned NRR decreased from 102% for thethree months ended June 30, 2025 to 90% for the three months ended June 30, 2026. The decrease in Seasoned NRR resulted primarily from a decrease in revenue associated with downgrades and cancellations by clients of SaaS products held for at least two years outpacing the combination of Thryv up-selling clients who had a SaaS product for at least two years, and Thryv's conversion of Marketing Services products for clients who, at the time of conversion, already had at least one SaaS product for at least two years.

Previous wording

Other income (expense) consists of interest expense, net periodic pension (cost) benefit, and other income, which includes foreign currency-related income and expense.

Current wording

Other income (expense) consists of interest expense, net periodic pension (cost) benefit, and other (expense) income, which includes foreign currency-related income and expense.

Previous wording

Print revenue decreased by $4.1 million, or 10.9%, to $33.6 million for the three months ended March 31, 2026 compared to $37.7 million for the three months ended March 31, 2025. The decrease in Print revenue was primarily driven by the continued secular decline in U.S. and international industry demand for Print services, partially offset by the impact of publication timing differences of our U.S. directories, as a result of our Print agreements having greater than 12-month terms.

Current wording

Print revenue decreased by $42.1 million, or 62.8%, to $24.9 million for the three months ended June 30, 2026 compared to $67.0 million for the three months ended June 30, 2025. The decrease in Print revenue was primarily driven by the continued secular decline in U.S. and international industry demand for Print services, partially offset by the impact of publication timing differences of our U.S. directories as a result of our Print agreements having greater than 12-month terms.

Previous wording

During the fourth quarter of 2024, we began to transition our U.S. directories from 18-month publication cycles to 24-month publication cycles. On a publication-by-publication basis, the increase in average publication cycles from 18 months to 24 months results in an average revenue increase of 22% per directory published during the three months ended March 31, 2026 compared to the last time the directory was published. However, when adjusting the published directory’s revenue on a monthly basis, that is the published directory’s revenue divided by the number of months of the published lifecycle, the average revenue per published directory decreased by 35% compared to the last time the directory was published. The net impact on revenue per published directory was a 13% decline for the directories published during the three months ended March 31, 2026. This net decline per directory was the result of the secular decline in industry demand for Print services.

Current wording

During the fourth quarter of 2024, we began to transition our U.S. directories from 18-month publication cycles to 24-month publication cycles. On a publication-by-publication basis, the increase in average publication cycles from 18 months to 24 months results in an average revenue increase of 10% per directory published during the three months ended June 30, 2026 compared to the last time the directory was published. However, when adjusting the published directory’s revenue on a monthly basis, that is the published directory’s revenue divided by the number of months of the published lifecycle, the average revenue per published directory decreased by 26% compared to the last time the directory was published. The net impact on revenue per published directory was a 16% decline for the directories published during the three months ended June 30, 2026. This net decline per directory was the result of the secular decline in industry demand for Print services.

Previous wording

Digital revenue decreased by $15.2 million, or 46.6%, to $17.4 million for the three months ended March 31, 2026 compared to $32.5 million for the three months ended March 31, 2025. The decrease was driven in large part by the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of Digital marketing services products for clients to SaaS offerings. For the three months ended March 31, 2026, Thryv's conversion of Digital marketing services products for clients to SaaS offerings prior to January 1, 2026 reduced Marketing Services revenue by $5.8 million, and Thryv's conversion of Digital marketing services products to SaaS products since January 1, 2026 reduced Marketing Services revenues by an additional $0.3 million. Digital revenue has further decreased due to a continued trending decline in the Company’s Marketing Services client base and significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp and Facebook. For the three months ended March 31, 2026, the continued trending decline and significant competition resulted in a $9.1 million decrease in Digital revenue.

Current wording

Digital marketing services revenue decreased by $17.1 million, or 60.2%, to $11.3 million for the three months ended June 30, 2026 compared to $28.5 million for the three months ended June 30, 2025. The decrease was driven in large part by the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of Digital marketing services products for clients to SaaS offerings. For the three months ended June 30, 2026, Thryv's conversion of Digital marketing services products for clients to SaaS offerings prior to January 1, 2026 reduced Marketing Services revenue by $2.8 million, and Thryv's conversion of Digital marketing services products to SaaS products since January 1, 2026 reduced Marketing Services revenues by an additional $4.0 million. Digital marketing services revenue has further decreased due to a continued trending decline in the Company’s Marketing Services client base and significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp and Facebook. For the three months ended June 30, 2026, this continued trending decline and significant competition resulted in an additional $10.3 million decrease in Digital marketing services revenue.

Previous wording

Our gross margin decreased to 65.2% for the three months ended March 31, 2026 compared to 65.8% for the three months ended March 31, 2025. Gross margin from our SaaS segment decreased to 64.8% for the three months ended March 31, 2026, compared to 70.9% for the three months ended March 31, 2025. Gross margin from our Marketing Services segment increased to 66.0% for the three months ended March 31, 2026, compared to 57.7% for the three months ended March 31, 2025. The decrease in SaaS gross margin and the increase in Marketing Services gross margin was primarily due to the conversion of Digital marketing services solutions to our Thryv Platform throughout 2025 and 2026 that carry lower margins than our existing SaaS products and were converted by Thryv at no additional base cost at the time of conversion.

Current wording

Our gross margin decreased to 62.7% for the three months ended June 30, 2026 compared to 69.7% for the three months ended June 30, 2025. Gross margin from our SaaS segment decreased to 63.5% for the three months ended June 30, 2026, compared to 72.1% for the three months ended June 30, 2025. Gross margin from our Marketing Services segment decreased to 60.2% for the three months ended June 30, 2026, compared to 66.7% for the three months ended June 30, 2025. The decrease in SaaS gross margin was primarily due to the conversion of Digital marketing services solutions to our Thryv Platform throughout 2025 and 2026 that carry lower margins than our existing SaaS products and were converted by Thryv at no additional base cost at the time of conversion. Marketing Services gross margin decreased as a result of decreased demand for our Marketing Services solutions.

Previous wording

Sales and marketing expense decreased by $11.9 million, or 19.9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to a decrease in sales commissions of $4.3 million, a decrease in employee-related expenses of $3.2 million, a decrease in marketing and advertising expenses of $1.5 million, a decrease in stock-based compensation expense of $1.2 million, and a decrease in depreciation and amortization expense of $0.9 million due to the accelerated amortization method used by the Company.

Current wording

Sales and marketing expense decreased by $9.0 million, or 16.1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to a decrease in employee-related expenses of $4.6 million as a result of lower sales headcount, a decrease in sales commissions of $3.2 million, and a decrease in stock-based compensation expense of $1.0 million.

Previous wording

Research and development expense increased by $1.2 million, or 11.9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily due to an increase in contract services expense of $1.1 million.

Current wording

Research and development expense decreased by $1.2 million, or 13.4%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily attributable to a decrease in employee-related costs of $1.0 million.

Previous wording

Interest expense decreased by $2.5 million, or 27.2%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven primarily by lower outstanding debt balances.

Current wording

Interest expense decreased by $1.4 million, or 16.0%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven primarily by lower outstanding debt balances.

Previous wording

Net periodic pension cost decreased by $0.4 million for the three months ended March 31, 2026. This decrease was primarily due to decrease in interest cost of$1.0 million, partially offseta decrease in expected return on plan assets of$0.6 million.

Current wording

Net periodic pension cost decreased by $0.4 million for the three months ended June 30, 2026. This decrease was primarily due to decrease in interest cost of$1.0 million, partially offset bya decrease in expected return on plan assets of$0.6 million.

Previous wording

The Company's effective tax rate (“ETR”) was 410.8% and 23.0% for the three months ended March 31, 2026 and 2025, respectively. The Company's ETR differs from the U.S. Federal statutory rate of 21% primarily due to permanent differences, including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, minimum taxes, changes in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions.

Current wording

The Company's effective tax rate (“ETR”) was (76.0%) and 37.7% for the three months ended June 30, 2026 and 2025, respectively. The Company's ETR differs from the U.S. Federal statutory rate of 21% primarily due to permanent differences, including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, minimum taxes, changes in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions.

Previous wording

Adjusted EBITDA increased by $3.2 million, or 15.1%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase in Adjusted EBITDA was primarily attributable to our Marketing Services segment as a result of cost savings initiatives. See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income (loss), the most directly comparable measure presented in accordance with GAAP.

Current wording

Adjusted EBITDA decreased by $30.4 million, or 59.4%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in Adjusted EBITDA was primarily attributable to our Marketing Services segment as a result of lower Print revenue, with the decline in revenue outpacing associated cost reductions. Additionally, Adjusted EBITDA in our SaaS segment decreased as a result of the conversion of lower margin Digital marketing services products to SaaS.

Previous wording

(1) See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income (loss), the most directly comparable measure presented in accordance with GAAP.

Current wording

(3) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Margin.

Previous wording

Revenue decreased by $13.7 million, or 7.5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was driven by a decrease in Marketing Services revenue of $19.3 million, partially offset by an increase in SaaS revenue of $5.6 million.

Current wording

Revenue decreased by $73.4 million, or 18.7%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was driven by a decrease in Marketing Services revenue of $78.5 million partially offset by an increase in SaaS revenue of $5.1 million.

Previous wording

SaaS revenue increased by $5.6 million, or 5.0%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily attributable to new sales, client expansion, and the Company’s conversion of clients from its Digital marketing services solutions to its SaaS offerings. Of the $5.6 million SaaS revenue increase, the conversion of Digital marketing services products for clients to SaaS products during the first three months of 2026 contributed $0.3 million and new sales and client expansion during the first three months of 2026 contributed $3.2 million. Finally, SaaS revenue increased $2.1 million due to net revenue changes associated with products sold or converted prior to January 1, 2026.

Current wording

SaaS revenue increased by $5.1 million, or 2.2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to new sales, client expansion, and the Company’s conversion of Digital marketing services solutions for clients to its SaaS offerings. Of the$5.1 million SaaS revenue increase, the Company's conversion of Digital marketing services solutions for clients to SaaS offerings during the first six months of 2026 contributed $4.5 million, and new sales and client expansion during the first six months of 2026 contributed $11.3 million. These increases were partially offset by decreases of $10.7 million due to net revenue changes associated with products sold or converted prior to January 1, 2026.

Previous wording

Cost of services decreased by $3.7 million, or 5.9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily driven by a corresponding decline in revenue and strategic cost saving initiatives. Specifically, we reduced contract services expense by $3.9 million, employee-related expenses by $1.6 million, and printing and distribution costs by $0.8 million. Additionally, depreciation and amortization expense decreased by $0.6 million due to the accelerated amortization method used by the Company. These decreases were partially offset by an increase in traffic expenses of $2.9 million.

Current wording

Cost of services decreased by $11.3 million, or 9.0%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was primarily driven by the corresponding decline in revenue and by strategic cost saving initiatives. Specifically, we reduced printing and distribution costs by $7.4 million, employee-related expenses by $3.1 million and contract services expense by $7.6 million. These decreases were partially offset by an increase in traffic expenses of $6.1 million.

Previous wording

Gross profit decreased by $10.0 million, or 8.4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in Gross profit was primarily due to a decrease in Marketing Services revenue, partially offset by an increase in SaaS revenue and a decrease in Cost of services as a result of a decline in total revenue and strategic cost saving initiatives.

Current wording

Gross profit decreased by $62.1 million, or 23.4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in Gross profit was primarily due to a decrease in Marketing Services revenue, partially offset by an increase in SaaS revenue and a decrease in Cost of services as a result of a decline in total revenue and strategic cost saving initiatives.

Previous wording

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

Current wording

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

Previous wording

(1)See the table below for detail of Restructuring and integration expenses for the three months ended March 31, 2026 and 2025.

Current wording

(1)See the table below for detail of Restructuring and integration expenses for the three and six months ended June 30, 2026 and 2025.

Previous wording

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

Current wording

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

Previous wording

The following is a reconciliation of Restructuring and integration expenses that are included in the Adjusted EBITDA to Net income (loss) reconciliation above:

Current wording

The following is a reconciliation of Restructuring and integration expenses that are included in the Adjusted EBITDA to Net (loss) income reconciliation above:

Previous wording

(b)We incur severance charges related to certain reduction in force actions taken by our management which are designed to streamline the Company’s operations and drive lower operating expenses as we continue to shift from our Marketing Services activities and drive continued focus on our SaaS business. The severance charges incurred during the three months ended March 31, 2026 and 2025 were related to our legacy Marketing Services employees and our shift from Marketing Services activities, as well as activities to right-size our workforce following the acquisition of Keap.

Current wording

(b)We incur severance charges related to certain reduction in force actions taken by our management which are designed to streamline the Company’s operations and drive lower operating expenses. The severance charges incurred during the three and six months ended June 30, 2026 and 2025 were related to our legacy Marketing Services employees as a result of our shift from Marketing Services activities, as well as activities to right-size our workforce following the acquisition of Keap. Additionally, the three and six months ended June 30, 2026 includes severance related to our restructuring initiative as described in Note 11, Restructuring, to our consolidated financial statements included in Part I, Item 1 in this Quarterly Report.

Previous wording

(c)We incur professional services, system integration costs and other fees related to each of our acquisitions. Such costs vary in nature and amount due to factors specific to each acquisition and may create a lack of comparability between periods.

Current wording

(c)We incur professional services, system integration, and other fees related to each of our acquisitions and other potential transactions. Such costs vary in nature and amount due to factors specific to each transaction and may create a lack of comparability between periods.

Previous wording

Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own. We derive cash flows from cash transfers and other distributions from our operating subsidiary, Thryv, Inc., who in turn generates cash flow from its own operations and operations of its subsidiaries, and has cash and cash equivalents on hand, funds provided under the Term Loan (as defined below) and funds available under the ABL Facility (as defined below). The agreements governing our debt may restrict the ability of our subsidiaries to make loans or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of our senior credit facilities and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions or the making of loans by such subsidiaries to us. Our and our subsidiaries’ ability to meet our debt service requirements is dependent on our ability to generate sufficient cash flows from operations.

Current wording

Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own. We derive cash flows from cash transfers and other distributions from our operating subsidiary, Thryv, Inc., who in turn generates cash flows from its own operations and operations of its subsidiaries, and has cash and cash equivalents on hand, funds provided under the Term Loan (as defined below) and funds available under the ABL Facility (as defined below). The agreements governing our debt may restrict the ability of our subsidiaries to make loans or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of our senior credit facilities and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions or the making of loans by such subsidiaries to us. Our and our subsidiaries’ ability to meet our debt service requirements is dependent on our ability to generate sufficient cash flows from operations.

Previous wording

We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our ABL Facility will be sufficient to meet our liquidity requirements, such as working capital requirements for our operations, business development and investment activities, and debt payment obligations, for the following 12 months. Any projections of future earnings and cash flows are subject to substantial uncertainty. Our future success and capital adequacy will depend on, among other things, our ability to achieve anticipated levels of revenues and cash flows from operations and our ability to address our annual cash obligations and reduce our outstanding debt, all of which are subject to general economic, financial, competitive, and other factors beyond our control. We continue to monitor our capital requirements to ensure our needs are in line with available capital resources.

Current wording

We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our ABL Facility will be sufficient to meet our liquidity requirements, such as working capital requirements for our operations, business development and investment activities, and debt payment obligations, for at least the next 12 months. Any projections of future earnings and cash flows are subject to substantial uncertainty. Our future success and capital adequacy will depend on, among other things, our ability to achieve anticipated levels of revenues and cash flows from operations and our ability to address our annual cash obligations and reduce our outstanding debt, all of which are subject to general economic, financial, competitive, and other factors beyond our control. We continue to monitor our capital requirements to ensure our needs are in line with available capital resources.

Previous wording

Net cash used in investing activities decreased by $0.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 as a result of fewer additions to fixed assets and capitalized software.

Current wording

Net cash used in investing activities increased by $1.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 as a result of more additions to fixed assets and capitalized software.

Previous wording

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, equal to (i) $52.5 million per year for the first two years following the closing date of the Term Loan, and (ii) $35.0 million per year thereafter. As a result of $8.8 million of prepayments made through March 31, 2026, the Company's mandatory amortization payments for the next 12 months total$26.3 million.

Current wording

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, equal to (i) $52.5 million per year for the first two years following the closing date of the Term Loan, and (ii) $35.0 million per year thereafter. The Company's mandatory amortization payments for the next 12 months total $35.0 million.

Showing the first 40 of 42 pairs. Open the source sections for the rest.

Rearranged current paragraphs (11)

Current report — wording carried from elsewhere

SaaS revenue decreased by $0.5 million, or 0.5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to clients downgrading or cancelling their SaaS solutions, partially offset by new sales, client expansion, and the Company's conversion of Digital marketing services solutions for clients to its SaaS offerings. SaaS revenue decreased $12.9 million due to net revenue changes associated with products sold or converted prior to January 1, 2026. The Company's conversion of Digital marketing services solutions for clients to SaaS offerings during the first six months of 2026 increased SaaS revenue by $4.0 million, and new sales and client expansion during the first six months of 2026 increased SaaS revenue by $8.4 million.

Current report — wording carried from elsewhere

Gross profit decreased by $52.1 million, or 35.5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in Gross profit was primarily due to decreases in SaaS and Marketing Services revenue, partially offset by a decrease in Cost of services as a result of a decline in total revenue and strategic cost saving initiatives.

Current report — wording carried from elsewhere

The following table presents certain consolidated financial data for each of the periods indicated:

Current report — wording carried from elsewhere

(2) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Profit and a reconciliation to Gross profit, the most directly comparable measure presented in accordance with GAAP.

Current report — wording carried from elsewhere

The following table summarizes Revenue by business segment for the periods indicated:

Current report — wording carried from elsewhere

Print revenue decreased by $46.2 million, or 44.1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease in Print revenue was primarily driven by the impact of publication timing differences, as a result of our Print agreements having greater than 12-month terms, as well as the continued secular decline in U.S. and international industry demand for Print services.

Current report — wording carried from elsewhere

Print revenue is recognized upon delivery of the published directories. Individual published directories have different publication cycles, with a typical lifecycle of 24 months for U.S. directories in 2026. During the fourth quarter of 2024, we began to transition from 18-month publication cycles to 24-month publication cycles for U.S. directories. As a result of recognizing revenue upon delivery, we typically record revenue for each published U.S. directory only once every 24 months, which does not make comparing revenue year-over-year fully representative of actual demand trends due to timing of publication cycles. Due to publication timing differences, the Company recognized revenue for fewer published directories during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current report — wording carried from elsewhere

On a publication-by-publication basis, the increase in average publication cycles from 18 months to 24 months results in an average revenue increase of 18% per published directory compared to the last time the directory was published. However, when adjusting the published directory’s revenue on a monthly basis, that is the published directory’s revenue divided by the number of months of the published lifecycle, the average revenue per published directory decreased by 32% compared to the last time the directory was published. The net impact on revenue per published directory was a 14% decline for the directories published during thesix months ended June 30, 2026. This net decline per directory was the result of the secular decline in industry demand for Print services.

Current report — wording carried from elsewhere

Digital marketing services revenue decreased by $32.3 million, or 53.0%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was driven in large part by the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of Digital marketing services products for its clients to SaaS offerings. For thesix months ended June 30, 2026, Thryv's conversion of Digital marketing services products for clients to SaaS offerings prior to January 1, 2026 reduced Marketing Services revenue by $6.4 million, and Thryv's conversion of Digital marketing services products for clients to SaaS products since January 1, 2026 reduced Marketing Services revenue by an additional $4.5 million. Digital marketing services revenue has further decreased due to a continued trending decline in the Company's Marketing Services client base and significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp, and Facebook. For the six months ended June 30, 2026, this continued trending decline and significant competition resulted in an additional $21.4 million decrease in Digital marketing services revenue.

Current report — wording carried from elsewhere

Gross margin decreased by 390 basis points to 64.0% for the six months ended June 30, 2026 compared to 67.9% for the six months ended June 30, 2025. Gross margin from our SaaS segment decreased to 64.2% for the six months ended June 30, 2026 compared to 71.5% for the six months ended June 30, 2025. Gross margin from our Marketing Services segment increased to 63.6% for the six months ended June 30, 2026 compared to 62.9% for the six months ended June 30, 2025. The decrease in SaaS gross margin and increase in Marketing Services gross margin was primarily due to the conversion of Digital marketing services solutions to our Thryv Platform throughout 2025 and 2026 that carry lower margins than our existing SaaS products and were converted by Thryv at no additional base cost to the customer at the time of conversion.

Current report — wording carried from elsewhere

The Company's ETR was(10.9%) and 56.4% for the six months ended June 30, 2026 and 2025, respectively. The Company's ETR differs from the U.S. Federal statutory rate of 21% primarily due to permanent differences, including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, minimum taxes, change in valuation allowance due to expiring net operating losses, andthe discrete impact of interest accrual on uncertain tax positions.