Thryv Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

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.

Print Divestiture

During the year ended December 31, 2023, the Company made the strategic decision to exit its Marketing Services business by the end of 2028 as part of its plan to fully transition into a SaaS-driven business model. In connection with this strategy, on September 12, 2026, Thryv, Inc., a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Coldwater YP, LLC (the “Purchaser”), an affiliate of Carolwood, L.P., pursuant to which the Company has agreed to sell the assets of its print Yellow Pages and print White Pages directories in the United States, Australia, and New Zealand, the digital editions of those print directories, and Australia White Pages online (collectively, the “Print Business”) for a cash purchase price of $142.0 million, subject to customary purchase price adjustments (the “Print Transaction”). The Print Transaction is expected to close in the fourth quarter of 2026, subject to certain closing conditions. The Company expects to use the net proceeds of the sale (i) to repay and terminate its ABL Facility, (ii) to pay $34.3 million in accrued tax liabilities, which includes interest expected to accrue through the anticipated payment date, and (iii) repay a portion of its Term Loan. As a result of the Company's expectation to pay the accrued tax liabilities and ABL Facility in full upon close, these liabilities are presented as current liabilities on the Company's consolidated balance sheet.

As the Print Transaction represents a strategic shift that will have a major effect on the Company's operations and financial results, the Print Business' financial position and results of operations are presented as discontinued operations herein and comparable prior periods have been recast to reflect this change. Unless otherwise noted, all activities and amounts reported in this Quarterly Report relate to the Company's continuing operations and exclude activities and amounts related to the Print Business. See Note 2, Discontinued Operations, for additional information regarding discontinued operations.

The Print Transaction and the operational restructuring activities described in Note 12, Restructuring, are components of the Company's broader strategic transformation as we continue to simplify our business and focus our resources on our SaaS offerings and digital marketing solutions. We are continuing to evaluate our organizational structure, technology investments and cost base to better align our operations with this strategy. The Company expects these actions, in combination, to reduce short-term debt obligations and other cash obligations and lower its ongoing cost structure. To the extent net proceeds remain after the foregoing uses and payment of transaction costs, such proceeds are expected to support the Company's ongoing operations.

Potential Covenant Non-Compliance and Going Concern

In connection with the preparation of the Company’s condensed consolidated financial statements, management evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date these condensed consolidated financial statements are issued.

Following the completion of the Print Transaction, absent a waiver or amendment, the Company forecasts that it will not be in compliance with its “Total Net Leverage Ratio” financial covenant under its Term Loan, which is tested as of the last day of each fiscal quarter, see Note 8, Debt Obligations. The forecasted non-compliance is a result of the Company’s Consolidated EBITDA, as defined under the Term Loan, being recast to exclude the historical results of the Print Business, as well as limitations on the amount of restructuring costs that may be added back in calculating Consolidated EBITDA. The Company expects that it would be in non-compliance as of its December 31, 2026 assessment.

Failure to comply with this covenant, absent a waiver or amendment, would constitute an event of default and would permit the requisite lenders to declare the amounts outstanding under the Term Loan immediately due and payable. While the Company believes it has sufficient cash, cash flow from operations, and available operational expense savings to fund its operations over the next 12 months, the Company does not currently forecast that it would have sufficient liquidity to repay its Term Loan in full if it became immediately due and payable during that period under the circumstances described above. This potential non-compliance with the financial covenant raises substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the date of issuance of these financial statements.

While the Company is currently engaged in discussions with its lenders regarding such a waiver or amendment of this financial covenant, there can be no assurance that the Company’s lenders will agree to waive, modify and/or amend the Term Loan with respect to the financial covenant. The Company's ability to obtain such waiver requires approval from a majority of the debt holders, of which 40.0% is held by a related party. Because as of the date these condensed consolidated financial statements were issued the Company had not yet obtained the necessary waiver or amendment, management cannot conclude that it is probable that the plan will be effectively implemented and, therefore, management’s plans do not alleviate the substantial doubt regarding the Company’s ability to continue as a going concern.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. The portion of the Term Loan that is not required to be repaid within the next 12 months continues to be classified as non-current on the Company's consolidated balance sheet as of September 30, 2026 because the Company was in compliance with its covenants as of that date, see Note 8, Debt Obligations. The Company is also current on all payments of principal and interest under its debt agreements.

Segments

The Company reports its results based ontwo reportable segments (see Note 16, 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 digital marketing solutions (“Digital”) business, which the Company plans to exit by the end of 2028.

The Print Business was historically reported within the Company's Marketing Services reportable segment. As a result of the classification of the Print Business as discontinued operations for all periods presented, the segment results have been recast to remove activity related to the Print Business.

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 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the complete financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary for the fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. The consolidated financial statements as of and for the three and nine months ended September 30, 2026 and 2025 have been prepared on the same basis as the audited annual financial statements. The consolidated balance sheet as of December 31, 2025 was derived from the audited annual financial statements. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited financial statements and related footnotes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

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.

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 fourth quarter of 2025, as a result of increased investment in research and development activities following the acquisition of Infusion Software, Inc. d/b/a/ Keap (“Keap”) in October 2024 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. 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 for the three and nine months ended September 30, 2025.

Summary of Significant Accounting Policies

The Company describes its significant accounting policies in Note 1 to the consolidated financial statements in Part II, Item 8 of its Annual Report on Form 10-K for the year ended December 31, 2025. Except as described below, there have been no changes to the Company's significant accounting policies during the three and nine months ended September 30, 2026.

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 digital and SaaS services are considered incremental and recoverable costs of obtaining a contract. Commissions incurred to obtain a new contract are capitalized and recognized over the benefit period, which is determined based on expected contract renewals, the Company’s technology development life-cycle, and other factors.

In accordance with its policy, the Company reviews the estimated amortization period of its capitalized commissions on a periodic basis. This review indicated that the benefit period for commissions on SaaS contracts had lengthened due to an increase in the average SaaS customer life. As a result, effective January 1, 2026, the Company changed the amortization period for costs incurred to obtain a new contract to better reflect the estimated benefit period of these assets. The estimated useful life of these assets was increased from eighteen months tothirty-six months. The effect of this change in estimate for the three and nine months ended September 30, 2026 was to reduce amortization of deferred commissions by $2.1 million and $6.6 million, respectively, which resulted in an increase to net income of $2.1 million and $6.6 million, respectively, and an increase to basic and diluted earnings per share of $0.05 and $0.15, respectively.

Cash, Cash Equivalents, and 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 nine months ended September 30, 2026 and 2025:

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.

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

Recent Accounting Pronouncements

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 permittedand 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.

Note 2 Discontinued Operations

On September 12, 2026, the Company entered into the Purchase Agreement with the Purchaser to sell the Print Business in exchange for a cash purchase price of $142.0 million, subject to certain purchase price adjustments. Because the anticipated disposal represents a strategic shift that will have a major effect on the Company's operating results, the Print Business' results and net assets are presented as discontinued operations herein and comparable prior periods have been recast to reflect this change. The Print Business was historically reported within the Company's Marketing Services reportable segment.

Assets and liabilities classified as held for sale are measured at the lower of carrying value or fair value less costs to sell. As of September 30, 2026, the Company determined that the fair value of the Print Business less costs to sell exceeded its carrying value.

The Print Transaction is expected to close in the fourth quarter of 2026, subject to certain closing conditions. Pending the closing of the Print Transaction, management will continue to operate the Print Business in accordance with the Purchase Agreement.

In connection with the Print Transaction, the Company expects to enter into a management services arrangement (“MSA”) with the Purchaser whereby Thryv will provide and receive certain post-closing transitional services to and from the Purchaser primarily related to accounting, information technology, and sales for an initial 12-month period. The Purchaser has the option to extend certain services for up to an additionaltwo months, for a total term of 14 months. Fees will be billed to the Purchaser based on set monthly amounts or based on actual time and costs incurred by the Company. Income from the MSA will be recognized under Other income (expense) and expenses incurred by the Company to support the transition will be recorded based on the nature of the expense.

The fees owed to the Purchaser for services provided to the Company are not expected to be material.

The table below sets forth the results of operations related to discontinued operations for the three and nine months ended September 30, 2026 and 2025:

(1) During the three and nine months ended September 30, 2026, separation costs of$1.2 million and $1.9 million, respectively, were recognized. These costs primarily consisted of investment banking, legal, tax and other professional advisory services associated with the Print Transaction.

The following table sets forth the assets and liabilities of discontinued operations as of September 30, 2026 and December 31, 2025:

(1) Relates to unbilled accounts receivable – non-current.

Note 3 Revenue Recognition

The Company has determined that each of its SaaS business management tools and services and each of its 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.

Marketing Services

Revenue from our Marketing Services segment is generated through our Digital solutions, which 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. Substantially all Marketing Services revenues 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’s revenue is disaggregated by its two reportable segments. Following the Print Transaction, this presentation aligns with how economic factors affect the nature, amount, timing, and uncertainty of revenue and cash flows. See Note 16, Segment Information.

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.

Substantially all of the Company’s contracts and contract liabilities have an original duration ofone year or less. Because of the short duration of these contracts, the Company has applied the optional exemption and has not disclosed the transaction price for its remaining performance obligations as of the end of each reporting period, or the timing of when the Company expects to recognize the related revenue.

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 12 months. For the three and nine months ended September 30, 2026, the Company recognized revenue of $1.1 million and $21.1 million, respectively, that was recorded in Contract liabilities as of December 31, 2025. For the three and nine months ended

September 30, 2025, the Company recognized revenue of $2.0 million and $23.2 million, respectively, that was recorded in Contract liabilities as of December 31, 2024.

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

Benefit Plan Assets

The fair value of benefit plan assets is measured and recorded on the Consolidated Balance Sheets using Level 1 and Level 2 inputs. See Note 9, 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 8, 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 8, Debt Obligations.

The Term Loan (as defined in Note 8, 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 is classified as a Level 2 measurement. See Note 8, Debt Obligations.

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

Note 5 Goodwill and Intangible Assets

Goodwill

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.

During the first quarter of 2026, the Company determined that a triggering event occurred as a result of sustained declines in the Company's market capitalization due to a decrease in its stock price. As a result, the Company performed a quantitative goodwill impairment test of the SaaS reporting unit as of March 1, 2026. Based on the results of the March 1, 2026 quantitative analysis, the estimated fair value of the SaaS reporting unit exceeded its carrying amount by 25%, and no goodwill impairment charge was recorded.

During the third quarter of 2026, the Company determined that a triggering event occurred as a result of sustained declines in the Company's market capitalization due to a decrease in its stock price following its second quarter 2026 earnings release, in which the Company announced reductions to its SaaS revenue. As a result, the Company performed a quantitative goodwill impairment test of the SaaS reporting unit as of September 1, 2026. Based on the results of the September 1, 2026 quantitative analysis, the carrying amount of the SaaS reporting unit exceeded its fair value by $94.8 million. During the three months ended September 30, 2026, the Company recorded a non-cash goodwill impairment charge of $94.8 million to write down the carrying amount of the SaaS reporting unit to its fair value.

The decline in the SaaS reporting unit's estimated fair value between the March 1 and September 1, 2026 assessments was primarily attributable to downward revisions to forecasted SaaS revenue growth, Adjusted EBITDA and related cash flows. The revised forecasts reflected changes in the Company’s expectations regarding the timing and level of future revenue growth and profitability, including the impact of additional investment required to expand the Company’s salesforce, a refocus of its product offerings, and a change in forecasted product mix towards lower-margin products as the Company has been successful in selling these products to new and existing clients. Collectively, these factors resulted in lower forecasted revenue growth, Adjusted EBITDA and related cash flows. These changes in projected operating performance, rather than significant changes in discount rates or market valuation multiples, were the primary drivers of the decline in fair value.

The goodwill impairment test requires measurement of the fair value of a reporting unit, which is compared to the carrying amount of the reporting unit, including goodwill. The Company engaged a third-party valuation firm to assist in the Company’s determination of the fair value of its SaaS reporting unit as of September 1, 2026 and March 1, 2026. Fair value was determined using a combination of the income approach and the market approach, with equal weighting applied to each approach. Under the income approach, fair value was determined based on the present value of estimated future cash flows, including a terminal value, discounted at a risk-adjusted rate. The discount rate was determined based on the Company's weighted-average cost of capital, adjusted to reflect the specific risks associated with the SaaS reporting unit. The estimated fair value reflected management's updated operating forecasts, including its budgets and business plans and assumptions about SaaS revenue growth, operating margins, and future cash flows. Under the market approach, fair value was determined based on valuation multiples of comparable publicly traded companies. To corroborate the concluded fair value of the SaaS reporting unit, the Company compared the aggregate estimated fair values of both reporting units to the Company’s market capitalization to calculate an implied control premium. The Company determined that the implied control premium was reasonable when compared to recent market transactions in similar industries.

Determining the fair value of a reporting unit requires the use of estimates and assumptions, which involve inherent uncertainties and rely on management’s judgment in their determination. Although management believes the assumptions used in the impairment test are reasonable, changes in these key assumptions could result in a future impairment which could have a material effect on the Company's consolidated financial statements. In particular, failure to achieve forecasted SaaS revenue growth and EBITDA margins, further sustained declines in the Company's market capitalization, or adverse changes in discount rates or market valuation multiples could reduce the reporting unit's estimated fair value.

As of September 30, 2026 and December 31, 2025, the Company had goodwill of $159.0 million and $253.8 million, respectively, all of which was attributable to the SaaS reporting unit.

Intangible Assets

The following tables set forth the details of the Company's intangible assets as of September 30, 2026 and December 31, 2025:

Amortization expense for intangible assets for the three and nine months ended September 30, 2026 was$1.5 million and $4.4 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2025 was $2.0 million and $6.5 million, respectively.

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

In connection with the goodwill impairment assessment noted above, the Company performed an impairment assessment during the nine months ended September 30, 2026 on its intangible assets and other long-lived assets. 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.

Note 6 Allowance for Credit Losses

The following table sets forth the Company's allowance for credit losses for the nine months ended September 30, 2026 and 2025:

(1) For the nine months ended September 30, 2026 and 2025, the Company recorded a provision for credit losses of $3.9 million and $6.4 million, respectively, which is included in General and administrative expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income. For thethree months ended September 30, 2026 and 2025, the Company recorded a provision for credit losses of$1.2 million and$1.3 million, respectively, which is included in General and administrative expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

(2) For the nine months ended September 30, 2026 and 2025, the deductions represent amounts written off as uncollectible, net of recoveries.

(3) As of September 30, 2026, $7.0 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. As of September 30, 2025, $7.6 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets.

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 Accrued Liabilities

Accrued liabilities consisted of the following amounts:

Note 8 Debt Obligations

The following table sets forth the Company's outstanding debt obligations as of September 30, 2026 and December 31, 2025:

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 September 30, 2026,40.0% 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, 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. The Company's mandatory amortization payments for the next 12 months total$35.0 million.

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.

Third-party fees of $4.2 million associated with the Term Loan were deferred as debt issuance costs and are amortized to interest expense, over the term of the Term Loan, using the effective interest method. Additionally, the remaining unamortized debt issuance costs associated with the Prior Term Loan of $2.4 million were deferred as debt issuance costs and are amortized to interest expense, over the term of the Term Loan, using the effective interest method.

The Company has recorded accrued interest of $0.2 million and $0.3 million as of September 30, 2026 and December 31, 2025, respectively, which 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 September 30, 2026, the Company was in compliance with its Term Loan covenants.

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.

Upon the closing of the Print Transaction (see Note 1, Description of Business and Summary of Significant Accounting Policies), the Company will be required to repay the outstanding balance of the ABL Facility, and the ABL Facility will be terminated. As a result, the Company has classified the outstanding balance of the ABL Facility as a current liability on the Consolidated Balance Sheets as of September 30, 2026.

Total third-party fees and lender fees of$1.3 million associated with the ABL Facility were deferred as debt issuance costs and are amortized as interest expense over the term of the ABL Facility.

As of September 30, 2026 and December 31, 2025, the Company had debt issuance costs with a remaining balance of$0.5 million and $0.7 million, respectively, that are included in Other assets on the Consolidated Balance Sheets.

The amount of borrowings permitted at any time under the ABL Facility is limited to a periodic borrowing base valuation of, among other things, our accounts receivable. In addition, we are required to maintain a minimum “Excess Availability” (as defined in the ABL Credit Agreement) of at least $8.5 million at all times. As of September 30, 2026, the Company had Excess Availability under its borrowing base of$19.5 million. After the minimum Excess Availability requirement, the Company had available capacity of approximately$11.0 million.

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 September 30, 2026, 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 12 months or, if earlier, until the ABL Facility is terminated upon the closing of the Print Transaction.

Note 9 Pensions

The Company sponsors one non-contributory qualified defined benefit pension plan and two non-qualified defined benefit pension plans that are currently frozen and incur no additional service costs.

The Company immediately recognizes actuarial gains and losses in its operating results in the period 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.

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

The three and nine months ended September 30, 2025 includes activity related to the YP Holdings LLC Pension Plan, a frozen qualified defined benefit pension plan that was terminated during the quarter ended December 31, 2025.

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 needed. 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.

During the three and nine months ended September 30, 2026, the Company made contributions of $4.0 million and $7.1 million, respectively, to the qualified plan and contributions and associated payments of $0.1 million and $0.5 million, respectively, to the non-qualified plans. During the three and nine months ended September 30, 2025, the Company madeno cash contributions to the qualified plans, and contributions and associated payments of $0.1 million and $0.4 million, respectively, to the non-qualified plans.

For fiscal year 2026, the Company expects to contribute approximately $7.1 million to the qualified plan and approximately $0.5 million to the non-qualified plans.

Note 10 Stock-Based Compensation and Stockholders' Equity

Stock-Based Compensation Expense

The following table summarizes the amounts recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income 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 table summarizes the Company's restricted stock unit (“RSU”) activity during the nine months ended September 30, 2026:

The Company grants RSUs to employees and non-employee directors under the Company’s 2020 Incentive Award Plan (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 September 30, 2026, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was approximately$12.2 million and is expected to be recognized over a weighted-average period of 1.77 years.

During the nine months ended September 30, 2026, the Company issued an aggregate of 637,390 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 table summarizes the Company's performance-based restricted stock unit (“PSU”) activity during the nine months ended September 30, 2026:

The Company also 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 or market conditions set forth in individual agreements.

The PSUs will vest, if at all, following the achievement of certain performance measures or market conditions over athree-year performance period relative to certain performance and market conditions. The grant date fair value of PSUs that vest relative to a performance condition is 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 over the service period of the awards, which is generally the vesting term ofthree years. The grant date fair value of PSUs that vest relative to a market condition is measured using a Monte Carlo simulation model and expensed on a straight-line basis over the service period of the awards, which is generally the vesting term ofthree years. As of September 30, 2026, the nonvested balance of PSUs that vest based on performance and market conditions was 758,079 and 1,137,116 shares, respectively.

As of September 30, 2026, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was approximately$5.5 million and is expected to be recognized over a weighted-average period of 1.56 years.

During the nine months ended September 30, 2026, the Company issued an aggregate of 306,869 shares of common stock to employees upon the vesting of PSUs previously granted under the 2020 Plan.

Stock Options

As of September 30, 2026, there was no 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.

Employee Stock Purchase Plan

During the nine months ended September 30, 2026, the Company issued 45,111 shares through the Employee Stock Purchase Plan (“ESPP”). During the nine months ended September 30, 2025, the Company issued 171,561 shares through the ESPP.

Share Repurchase Program

On April 30, 2024, the Board authorized a 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 is 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.

As of September 30, 2026, 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.

Note 11 Earnings per Share

The following tables present the calculations of basic and diluted earnings per share from continuing operations for the three and nine months ended September 30, 2026 and 2025:

The computation of weighted-average diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the three and nine months ended September 30, 2026 and 2025:

Note 12 Restructuring

During the three months ended June 30, 2026, the Company initiated an operational restructuring program designed to align its cost structure and operating model with its transition to a SaaS-focused business following the anticipated completion of the Print Transaction. The program is intended to improve organizational efficiency, simplify the Company's operating and technology infrastructure, and reduce ongoing operating costs. The program's primary actions include i) rightsizing the Company's workforce as the Company aligns its resources with its go-forward SaaS operations and product strategy, and ii) consolidating or terminating certain technology, service provider, and other contractual arrangements as the Company simplifies its technology footprint and operating infrastructure.

The Company expects the operational restructuring program to be substantially completed in 2027. Once fully implemented, these actions are expected to generate approximately $50.0 million to $55.0 million of gross annualized cost savings. The Company expects to realize the full annualized benefit of these actions beginning in 2028.

As of September 30, 2026, the Company has implemented a portion of the actions contemplated under the program, primarily related to workforce reductions. During thethree and nine months ended September 30, 2026, the Company incurred approximately $2.1 million and $5.2 million, respectively, of restructuring charges, which were recorded within General and administrative expense within the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charges incurred through September 30, 2026 primarily consisted of employee severance and related benefit costs to be settled in cash.

The accrued restructuring balances as of September 30, 2026, were recorded in Accrued liabilities on the Consolidated Balance Sheet. Restructuring activities were as follows:

The Company estimates that it will incur an additional $15.0 million to $20.0 million of restructuring costs through the expected completion of the program. The remaining costs are expected to primarily consist of employee severance and related benefit costs and costs associated with the termination or abandonment of contractual arrangements prior to the end of their contractual terms. The Company expects the majority of the remaining costs to result in cash expenditures through 2027. The timing and amount of the remaining charges may vary depending on the timing and execution of the planned restructuring actions.

Note 13 Income Taxes

The Company’s effective tax rate (“ETR”) was 0.6% and 5.6% for the three and nine months ended September 30, 2026 and 23.9% and 21.5% for the three and nine months ended September 30, 2025. 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.

As of September 30, 2026 and December 31, 2025, the amount of unrecognized tax benefits was $4.4 million and $18.8 million, respectively, excluding interest and penalties, that if recognized, would impact the effective tax rate. As of September 30, 2026 and December 31, 2025, the Company had $1.6 million and $13.6 million, respectively, recorded for interest on the Consolidated Balance Sheets. The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. During the three months ended March 31, 2026, the Company received notices of tax due and/or notices of intent to levy for tax years 2012 through 2015. The Company sent a response to the IRS requesting a Collection Due Process or Equivalent Hearing in order to review the amounts assessed and request a payment plan. Due to the receipt of these notices, $28.6 million that was previously recognized as an uncertain tax position liability has been reclassified to income taxes payable. As of September 30, 2026, $33.9 million is reflected in Accrued liabilities related to this matter, which includes accrued interest of $5.3 million recognized during the nine months ended September 30, 2026. The Company expects to pay this liability in full upon the closing of the Print Transaction. See Note 14, Contingent Liabilities.

Note 14 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. On September 28, 2026, the SEC notified the Company that the SEC’s Enforcement Staff have concluded their investigation and do not intend to recommend an enforcement action against the Company.

Section 199 and Research and Development Tax Case

Section 199 of the Internal Revenue Code of 1986, as amended (the“Tax Code”), provided 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 their 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.

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. The Draft Settlement resulted 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.

As of December 31, 2025, the Company had reserved $30.4 million in connection with the Section 199 disallowance. During the three months ended March 31, 2026, the Company received notices of tax due and/or notices of intent to levy for tax years 2012 through 2015. The Company sent a response to the IRS requesting a Collection Due Process or Equivalent Hearing in order to review the amounts assessed and request a payment plan. Due to the receipt of these notices,$28.6 million that was previously recognized as an uncertain tax position liability has been reclassified to income taxes payable. As of September 30, 2026, $33.9 million is reflected in Accrued liabilities related to this matter, which includes accrued interest of $5.3 million recognized during the nine months ended September 30, 2026. The Company expects to pay this liability upon closing of the Print Transaction.

Note 15 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 nine months ended September 30, 2026 and 2025:

Note 16 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.

The Company manages its operations usingtwo operating segments, which are also its reportable segments: (1) SaaS and (2) Marketing Services.

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. The segment expense categories shown align with the segment-level information that is regularly provided to the CODM. 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, since these amounts are not reflected in the primary measure of segment profitability. As a result of the classification of the Print Business as discontinued operations for all periods presented, the segment results have been recast to remove activity related to the Print Business.

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

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 11.5% and 11.0% of total revenue for the three months ended September 30, 2026 and 2025, respectively, and 11.3% and 11.0% for thenine months ended September 30, 2026 and 2025, respectively. No other individual foreign country contributed more than 10% of total revenue for the three and nine months ended September 30, 2026 and 2025.