Thryv revamps 2026 bonus plan after restructuring

Thryv Holdings, Inc. reports that its Compensation Committee terminated the 2026 Short-Term Incentive Plan (2026 STIP) and replaced it with a new H2 2026 Short-Term Incentive Plan (Bridge Plan), effective July 1, 2026.

Rhea-AI Filing Summary

Thryv Holdings, Inc. reports that its Compensation Committee terminated the 2026 Short-Term Incentive Plan (2026 STIP) and replaced it with a new H2 2026 Short-Term Incentive Plan (Bridge Plan), effective July 1, 2026. The change applies to all employees who participated in the 2026 STIP immediately before that date, including the company’s Named Executive Officers.

The Bridge Plan covers the performance period from July 1, 2026 through December 31, 2026 and is intended to align incentives with the company’s revised second-half 2026 business plan and operating priorities following a recently announced restructuring. Target incentive opportunities under the Bridge Plan are prorated to 50% of each eligible employee’s annual 2026 STIP target, reflecting the six‑month performance period. The company states that other terms generally remain the same as under the 2026 STIP, with updated performance targets and a shortened performance period.

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, or exhibit attachments filed with this report.

Key Figures

Effective date of Bridge Plan: July 1, 2026 Performance period under Bridge Plan: July 1, 2026 through December 31, 2026 Prorated target opportunity: 50% +1 more

4 metrics

Effective date of Bridge Plan July 1, 2026 Effective Date for replacing the 2026 STIP with the H2 2026 Short-Term Incentive Plan

Performance period under Bridge Plan July 1, 2026 through December 31, 2026 New six-month performance period for the H2 2026 Short-Term Incentive Plan

Prorated target opportunity 50% Bridge Plan target equal to 50% of each employee’s annual 2026 STIP target

Exhibit 10.1 H2 2026 Short-Term Incentive Plan Plan document listed as Exhibit 10.1

Key Terms

Short-Term Incentive Plan, Named Executive Officers, performance period, business plan and operating priorities, +1 more

5 terms

Short-Term Incentive Plan financial

"approved the termination of the Company’s 2026 Short-Term Incentive Plan"

Named Executive Officers financial

"including each of the Company’s Named Executive Officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

performance period financial

"covering the performance period of July 1, 2026 through December 31, 2026"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

business plan and operating priorities financial

"reflects the Company's revised second-half 2026 business plan and operating priorities"

prorated financial

"will be prorated by fifty percent (50%) of such eligible employee’s annual target opportunity"

Prorated means dividing or allocating a quantity, cost, or benefit proportionally based on the amount of time or usage involved. For example, if a service fee is paid monthly but someone uses only part of the month, the fee is adjusted to reflect the actual time used. This ensures fairness by matching costs or benefits to the actual period or amount involved, which can impact how investors evaluate expenses, returns, or value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What compensation change did THRY (Thryv Holdings, Inc.) disclose for 2026?

Thryv approved termination of its 2026 Short-Term Incentive Plan and adopted an H2 2026 Short-Term Incentive Plan effective July 1, 2026, aligning incentive pay with its revised second-half 2026 business plan and operating priorities after a restructuring.

Who is covered by Thryv’s new H2 2026 Short-Term Incentive Plan (THRY)?

The H2 2026 Bridge Plan covers all employees who were participants in the 2026 STIP immediately before July 1, 2026, including each of Thryv’s Named Executive Officers, for the performance period July 1, 2026 through December 31, 2026.

How does the new Bridge Plan affect target incentive opportunities at THRY?

Under the Bridge Plan, each eligible employee’s target opportunity is prorated to 50% of their annual target under the 2026 STIP, reflecting a six-month performance period from July 1, 2026 to December 31, 2026 rather than a full year.

Why did Thryv Holdings (THRY) replace its 2026 STIP with a Bridge Plan?

The company states the 2026 STIP was set in December 2025, before a recently announced restructuring. After that restructuring, Thryv’s second-half 2026 business plan and priorities changed, so the Bridge Plan updates performance targets and period to match the revised plan.

What is the performance period under Thryv’s H2 2026 Bridge Plan (THRY)?

The Bridge Plan’s performance period runs from July 1, 2026 through December 31, 2026, replacing the full-year 2026 performance period that applied under the prior 2026 Short-Term Incentive Plan for the same employees.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 04:02 PM Accepted by SEC EDGAR 08/11/2026 - 04:00 PM Learn about SEC filing dates

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): August 10, 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.)

1301 Municipal Way, Suite 220 Grapevine, 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. ☐

1

Item 5.02.

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

On August 10, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Thryv Holdings, Inc. (the “Company”) approved the termination of the Company’s 2026 Short-Term Incentive Plan (the “2026 STIP”) and the replacement thereof with the H2 2026 Short-Term Incentive Plan (the “Bridge Plan”), effective as of July 1, 2026 (the “Effective Date”), for all employees of the Company who were participants in the 2026 STIP as of immediately prior to the Effective Date, including each of the Company’s Named Executive Officers.

The 2026 STIP and the financial performance targets thereunder were approved by the Committee in December 2025, prior to the recently announced restructuring of the Company. As a result of the restructuring, the Company’s second-half 2026 business plan and priorities have changed. The Bridge Plan, covering the performance period of July 1, 2026 through December 31, 2026, reflects the Company's revised second-half 2026 business plan and operating priorities.

The terms of the Bridge Plan are generally the same as those under the 2026 STIP, except that:

•

An eligible employee’s target opportunity under the Bridge Plan will be prorated by fifty percent (50%) of such eligible employee’s annual target opportunity under the 2026 STIP as in effect immediately prior to the Effective Date — reflecting a six-month performance period (July 1, 2026 – December 31, 2026);

•

Performance targets have been updated to reflect the Company's revised second-half 2026 business plan and operating priorities; and

•

The performance period under the Bridge Plan will cover only the period from July 1, 2026 through December 31, 2026, instead of the full year 2026, as was the applicable performance period under the 2026 STIP.

The foregoing description of the Bridge Plan does not purport to be complete and is qualified in its entirety by reference to the Bridge Plan document, which is filed as an exhibit hereto.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		H2 2026 Short-Term Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: August 11, 2026	By:	/s/ Paul D. Rouse
	Name: Paul D. Rouse
	Title: Chief Financial Officer, Executive Vice President and Treasurer

0001556739 false 0001556739 2026-08-10 2026-08-10

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 146.5 KB

Other Documents

• EX-101 INLINE XBRL TAXONOMY EXTENSION - SCHEMA 3.0 KB
• EX-101 INLINE XBRL TAXONOMY EXTENSION - LABEL LINKBASE 20.5 KB
• EX-101 INLINE XBRL TAXONOMY EXTENSION - PRESENTATION LINKBASE 11.2 KB