Thryv Holdings (NASDAQ: THRY) sets cash retention bonuses for key execs

Rhea-AI Filing Summary

Thryv Holdings, Inc. disclosed that its Compensation Committee approved a one-time cash retention bonus program for certain critical employees, including named executive officers. Each participating executive is eligible for a Retention Bonus equal to 50% of their annual base salary, paid in two parts if they remain employed and perform satisfactorily.

The first payment, equal to 60% of the Retention Bonus, is scheduled to be paid as soon as administratively possible after August 31, 2026, and no later than 60 days after that date. The second payment, equal to 40% of the Retention Bonus, will be paid on a similar basis following August 31, 2027. The terms are set out in a Form of Retention Agreement filed as an exhibit.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false000155673900015567392026-01-052026-01-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2026

THRYV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35895	13-2740040
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 West Airfield Drive, P.O. Box 619810 D/FW Airport, TX		75261
(Address of Principal Executive Offices)		(Zip Code)

(972) 453-7000

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	THRY	The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 5, 2026, the Compensation Committee of the Board of Directors of Thryv Holdings, Inc. (the “Company”) approved a one-time, cash retention bonus (a “Retention Bonus”) for certain critical employees of the Company, including the following named executive officers (each, an “NEO Participant”):

• Grant Freeman, President;

• John Wholey, Chief Operations & Customer Success Officer and Executive Vice President; and

• Lesley Bolger, Chief Legal Officer & Human Resources.

Pursuant to the terms of the Retention Bonus, each NEO Participant will receive an amount equal to fifty percent (50%) of such NEO Participant’s annual base salary, payable in two installments (each, a “Retention Bonus Payment”). The first Retention Bonus Payment in a total gross amount equal to sixty percent (60%) of the applicable NEO Participant’s Retention Bonus (less applicable withholdings), will be made as soon as administratively possible following August 31, 2026 (the “First Retention Date”) and is anticipated to be paid on the next available payroll cycle, but in no event later than sixty (60) days following, the First Retention Date, subject to such NEO Participant’s continued employment with the Company and continued performance of such NEO Participant’s normal job responsibilities in a satisfactory manner through and including the date of such payment. The second Retention Bonus Payment, in a total gross amount equal to forty percent (40%) of the applicable NEO Participant’s Retention Bonus (less applicable withholdings), will be made as soon as administratively possible following August 31 2027 (the “Second Retention Date”) and is anticipated to be paid on the next available payroll cycle, but in no event later than sixty (60) days, following the Second Retention Date, subject to such NEO Participant’s continued employment with the Company and continued performance of such NEO Participant’s normal job responsibilities in a satisfactory manner through and including the date of such payment.

The foregoing description of the Retention Bonuses does not purport to be complete and is qualified in its entirety by reference to the Form of Retention Agreement, which is filed as an exhibit hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Form of Retention Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	THRYV HOLDINGS, INC.
Date: January 9, 2026	By:	/s/ Grant Freeman
	Name: Grant Freeman
	Title: President

FAQ

What executive compensation change did THRY announce in this 8-K?

Thryv Holdings, Inc. approved a one-time cash retention bonus program for certain critical employees, including named executive officers, equal to 50% of each participant’s annual base salary.

How and when will the Thryv (THRY) retention bonuses be paid?

Each Retention Bonus will be paid in two cash installments: 60% after August 31, 2026 and 40% after August 31, 2027, in each case within 60 days of the relevant date.

What conditions must Thryv’s named executive officers meet to receive the retention payments?

Executives must remain employed by Thryv and continue performing their normal job responsibilities in a satisfactory manner through the date each Retention Bonus payment is made.

Where are the detailed terms of Thryv’s retention bonus program described?

The detailed terms are set out in the Form of Retention Agreement, which Thryv filed as Exhibit 10.1 to this report.

Does the Thryv retention bonus apply only to named executive officers?

No. The program covers certain critical employees of Thryv, and the filing specifically notes that it includes the named executive officers as participants.