Thryv Q3 continuing-operations loss widens to $116M
The pending print-business sale has a $142.0 million cash price and is expected to close in Q4 2026; 2026 SaaS revenue guidance is $453.0 million to $454.0 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Thryv Holdings, Inc. (THRY) reported third-quarter 2026 revenue of $118.9 million, down 13.5% year over year. SaaS revenue was $112.0 million, down 3.3%; growth-product revenue, excluding CRM products, grew 16%, while Marketing Services revenue was $6.9 million. Loss from continuing operations was $116.0 million, including a $94.8 million non-cash goodwill impairment, versus $24.9 million a year earlier. Consolidated Adjusted EBITDA was $4.2 million, versus a $4.6 million loss; SaaS Adjusted EBITDA was $9.5 million, compared with $5.6 million a year earlier and updated continuing-operations guidance of $2.9 million to $3.9 million.
Thryv, Inc., a wholly owned subsidiary, agreed to sell its print directories and related digital editions to Coldwater YP, LLC for $142.0 million cash, subject to customary purchase-price adjustments. Closing is expected in Q4 2026, subject to certain closing conditions. On a continuing-operations basis, 2026 SaaS revenue guidance is $453.0 million to $454.0 million and SaaS Adjusted EBITDA guidance is $16.5 million to $17.5 million; Q4 guidance is $110.0 million to $111.0 million revenue and an Adjusted EBITDA loss of $4.5 million to $5.5 million. SaaS ARPU was $373, up 2.2% year over year.
1 point · 0 major1 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointSaaS Adjusted EBITDA was $9.5 million, above updated guidance of $2.9 million to $3.9 million.
Negative
- Major pointContinuing-operations loss was $116.0 million, including a $94.8 million non-cash impairment. 1.8× market cap
- Moderate pointRevenue declined 13.5% year over year to $118.9 million.
Filing Explained
Shared-cost allocation lowered reported Q3 SaaS Adjusted EBITDA guidance after the Print Business was classified as discontinued operations.
In this Q3 release, Thryv presents the Print Business as discontinued operations for all periods shown; this reporting change assigns approximately
The reconciliation shows that the cost-allocation adjustment lowered reported Q3 SaaS Adjusted EBITDA guidance for continuing operations.
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revenue: $118.9 million
SaaS revenue: $112.0 million
Loss from continuing operations: $116.0 million loss
+5 more
8 metrics
Revenue
$118.9 million
Third quarter of 2026; down 13.5% year over year
SaaS revenue
$112.0 million
Third quarter of 2026; down 3.3% year over year
Loss from continuing operations
$116.0 million loss
Third quarter of 2026; compared with a $24.9 million loss in Q3 2025
Non-cash goodwill impairment
$94.8 million
Third quarter of 2026
Consolidated Adjusted EBITDA
$4.2 million
Third quarter of 2026; compared with a $4.6 million loss in Q3 2025
SaaS Adjusted EBITDA
$9.5 million
Third quarter of 2026; compared with $5.6 million in Q3 2025 and updated guidance of $2.9 million to $3.9 million
SaaS monthly ARPU
$373
Third quarter of 2026; up 2.2% year over year
Print Business cash purchase price
$142.0 million
Sale closing expected in Q4 2026, subject to closing conditions
Key Terms
Adjusted EBITDA, discontinued operations, goodwill impairment charge, Seasoned Net Revenue Retention, +1 more
5 terms
Adjusted EBITDA financial
"Consolidated Adjusted EBITDA was $4.2 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
discontinued operations financial
"presented as discontinued operations herein"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
goodwill impairment charge financial
"non-cash goodwill impairment charge of $94.8 million"
Goodwill impairment charge is an accounting write-down taken when the extra value a company recorded from buying another business — things like reputation, customer relationships or brand name — is later judged to be worth less than originally paid. For investors it matters because the charge reduces reported profits and shareholder equity, often signaling that an acquisition didn’t deliver expected benefits and prompting closer scrutiny of future cash flow and management decisions.
Seasoned Net Revenue Retention financial
"Seasoned Net Revenue Retention was 89% for the third quarter of 2026"
Seasoned net revenue retention measures how much recurring revenue a company keeps and grows from its existing, established customers over a set period (often a year), excluding revenue from brand-new customers. It shows whether mature customers are staying, buying more, or shrinking their spending; think of it like checking how much fruit a long-planted orchard produces year after year rather than counting newly planted trees. Investors use it to judge revenue stability and the efficiency of upselling versus churn.
Average Revenue per Unit financial
"Average Revenue per Unit (“ARPU”) was $373"
A financial metric that divides total revenue by the number of units sold or delivered, where a “unit” can be a product, service subscription, user, or other countable item. It shows how much revenue the company earns on average from each unit, helping investors gauge pricing power, product mix effects, and revenue quality—like tracking the average bill per customer at a café to see whether customers are spending more or less over time.
Earnings Snapshot
Revenue: $118.9 million · Guidance included
Third quarter of 2026
Revenue
$118.9 million
Down 13.5% year over year
Loss from continuing operations
$116.0 million loss
Compared with a $24.9 million loss in Q3 2025
Consolidated Adjusted EBITDA
$4.2 million
Compared with a $4.6 million loss in Q3 2025
SaaS Adjusted EBITDA
$9.5 million
Compared with $5.6 million in Q3 2025
Guidance
On a continuing-operations basis, Q4 2026 SaaS revenue guidance is $110.0 million to $111.0 million and SaaS Adjusted EBITDA guidance is a loss of $4.5 million to $5.5 million. Full-year 2026 SaaS revenue guidance is $453.0 million to $454.0 million and SaaS Adjusted EBITDA guidance is $16.5 million to $17.5 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was THRY's Q3 2026 revenue?
Thryv reported $118.9 million in revenue for Q3 2026, down 13.5% year over year from $137.4 million. SaaS revenue was $112.0 million, while Marketing Services revenue was $6.9 million.
Why did THRY report a large Q3 2026 loss?
Loss from continuing operations was $116.0 million and included a $94.8 million non-cash goodwill impairment charge. Loss from continuing operations in Q3 2025 was $24.9 million.
What is THRY's print-business sale price and expected closing date?
Thryv's subsidiary Thryv, Inc. agreed to sell the Print Business to Coldwater YP, LLC for $142.0 million in cash, subject to customary purchase-price adjustments. Closing is expected in Q4 2026, subject to certain closing conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 9, 2026
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
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 2.02. Results of Operations and Financial Condition.
On November 9, 2026 , Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the nine months ended September 30, 2026. This press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The Company will hold a conference call on November 9, 2026 . A copy of the investor presentation to be discussed at the conference call is being furnished as Exhibit 99.2, and is incorporated herein by reference and available on the Company’s website.
The information in Item 2.02 and Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 99.1 | Press release, dated November 9, 2026, issued by Thryv Holdings, Inc. | ||||
| 99.2 | Investor Presentation | ||||
| 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: November 9, 2026 | By: | /s/ Paul D. Rouse | |||||||||
| Name: Paul D. Rouse | |||||||||||
| Title: Chief Financial Officer, Executive Vice President and Treasurer | |||||||||||
 | Exhibit 99.1 | |||||||
Thryv Reports Third Quarter 2026 Results, Focuses on Execution as a Pure-Play SaaS Business
–Successfully Launches Thryv's AI-Powered Growth Platform
–Q3 SaaS Monthly ARPU Grew Year-Over-Year to $373
–Beat Updated Q3 SaaS Adjusted EBITDA Guidance (after adjusting for the impact of discontinued operations)
DALLAS, November 9, 2026 – Thryv Holdings, Inc. (Nasdaq:THRY) (“Thryv” or the “Company”), provider of an AI-powered growth platform for local service businesses, reported results for the third quarter of 2026.
Third Quarter Financial 2026 Highlights1:
•SaaS revenue was $112.0 million, a decrease of 3.3% year-over-year, of which revenue from growth products grew 16%2 year-over-year, offset by headwinds in legacy CRM products
•Marketing Services revenue was $6.9 million
•Consolidated total revenue was $118.9 million
•Consolidated net loss was $116.0 million, or ($2.61) per diluted share; which includes a non-cash goodwill impairment charge of $94.8 million, compared to net loss of $24.9 million, or ($0.57) per diluted share, for the third quarter of 2025
•Consolidated Adjusted EBITDA was $4.2 million, representing an Adjusted EBITDA margin of 3.5%, compared to Consolidated Adjusted EBITDA of ($4.6) million, representing an Adjusted EBITDA margin of (3.3%), for the third quarter of 2025
•SaaS Adjusted EBITDA was $9.5 million, representing an Adjusted EBITDA margin of 8.5%, compared to SaaS Adjusted EBITDA of $5.6 million, representing an Adjusted EBITDA margin of 4.8%, for the third quarter of 2025
•Marketing Services Adjusted EBITDA was ($5.3) million, representing an Adjusted EBITDA margin of (76.3%), compared to Marketing Services Adjusted EBITDA of ($10.1) million, representing an Adjusted EBITDA margin of (47.1%), for the third quarter of 2025
•Consolidated Gross Profit was $73.7 million
•Consolidated Adjusted Gross Profit3 was $78.4 million
•SaaS Gross Profit was $73.2 million, representing a Gross Margin of 65.4%
•SaaS Adjusted Gross Profit1 was $77.6 million, representing an Adjusted Gross Margin of 69.3%
1 All amounts are from continuing operations. See “Print Divestiture” below for additional information.
2 Excludes CRM products. Growth products include the Thryv Growth Platform and additional marketing value-added services.
3 Defined as Gross profit adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense.
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Recent Business Highlights and Metrics
•Quality customers4 (defined as those contributing more than $400 in monthly recurring revenue) accounted for 72% of SaaS revenue3 in the third quarter of 2026
•SaaS clients were 98 thousand at the end of the third quarter of 2026
•Seasoned Net Revenue Retention5 was 89% for the third quarter of 2026
•SaaS monthly Average Revenue per Unit (“ARPU”)6 was $373 for the third quarter of 2026, an increase of 2.2% year-over-year
“We delivered a solid third quarter, driven by strong momentum and customer adoption of our new AI-powered Thryv Growth Platform™,” said Joe Walsh, CEO of Thryv. “As a result of the upcoming sale of our print directories business and our ongoing strategic restructuring, Thryv is now positioned to operate as a pure-play SaaS company. Looking ahead, we remain focused on execution, optimizing our cost structure, reducing outstanding debt and other liabilities, and further strengthening our balance sheet and financial profile.”
4 Excludes customers and revenue attributed to the Keap acquisition.
5 Seasoned NRR is calculated by dividing the revenue of all clients that have had one or more SaaS offerings for at least two years as of the last month of the year or quarter, as applicable, by the same clients' revenue one year ago. For each reporting quarter, the weighted-average monthly NRR from all the months in the quarter are reported. Seasoned NRR excludes clients acquired in the Keap acquisition.
6 Defined as total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month. This is a weighted-average calculation and inclusive of the impact from the Keap acquisition.
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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.
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 earnings release relate to the Company's continuing operations and exclude activities and amounts related to the Print Business. See Note 2, Discontinued Operations, of our Q3 2026 Quarterly Report on Form 10-Q for additional information regarding discontinued operations.
Q3 2026 SaaS Adjusted EBITDA Guidance Updated for Impact of Discontinued Operations
Subsequent to us issuing SaaS Adjusted EBITDA guidance for third quarter of 2026 on August 4, 2026, we entered into the Purchase Agreement for the sale of the Print Business. At the time we issued the Q3 2026 SaaS Adjusted EBITDA guidance, we prepared the guidance using the historical cost allocation approach, which allocates shared costs of the SaaS segment and the Marketing Services segment based on each segment’s percentage of revenue. Because the vast majority of the Marketing Services segment’s Q3 2026 revenue is now reported as discontinued operations, approximately 94% of these shared costs from continuing operations in the third quarter of 2026 are now allocated to the SaaS segment, thereby reducing the SaaS segment’s reported Q3 2026 Adjusted EBITDA.
To allow comparability between the Q3 2026 SaaS Adjusted EBITDA guidance issued on August 4, 2026 and the reported Q3 2026 SaaS Adjusted EBITDA that includes the impact of classifying the Print Business as discontinued operations, the following reconciliation shows what Thryv’s SaaS segment third quarter 2026 Adjusted EBITDA guidance would have been had the Print Business been reported as discontinued operations at the time the guidance was issued:
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| 3rd Quarter | |||||||||||
| 2026 | |||||||||||
| (in millions) | Low | High | |||||||||
| Original SaaS Adjusted EBITDA7 | $ | 8.5 | $ | 9.5 | |||||||
| Impact of cost allocation related to discontinued operations8 | (5.6) | (5.6) | |||||||||
| Updated SaaS Adjusted EBITDA9 | $ | 2.9 | $ | 3.9 | |||||||
Outlook
Based on information available as of November 9, 2026, Thryv is issuing guidance10, on a continuing operations basis, for the fourth quarter of 2026 and updating full year 2026 as indicated below:
| 4th Quarter | Full Year | |||||||||||||
| (in millions) | 2026 | 2026 | ||||||||||||
| SaaS Revenue | $110.0 - $111.0 | $453.0 - $454.0 | ||||||||||||
| SaaS Adjusted EBITDA11 | ($4.5) - ($5.5) | $16.5 - $17.5 | ||||||||||||
| 4th Quarter | Full Year | |||||||||||||
| (in millions) | 2026 | 2026 | ||||||||||||
| Marketing Services Revenue | $2.0 to $3.0 | $35.0 - $36.0 | ||||||||||||
Marketing Services Adjusted EBITDA11 | ($11.0) to ($12.0) | ($21.0) - ($22.0) | ||||||||||||
Earnings Conference Call Information
Thryv will host a conference call on Monday, November 9, 2026 at 4:30 p.m. (Eastern Time) to discuss the Company's third quarter 2026 results.
To listen to this conference call, please use this link. After registering, a confirmation email will be sent, including access details. We recommend registering a day in advance or at a minimum thirty minutes prior to the start of the call. A live webcast will also be available on the Investor Relations section of the Company's website at investor.thryv.com.
7 Reflects our originally reported third quarter 2026 forward-looking non-GAAP guidance from August 4, 2026.
8 Reflects the cost allocation adjustment lowering the third quarter SaaS EBITDA guidance for the presentation of the Print Business as discontinued operations. Historically, Thryv's shared costs were allocated based on each segments' percentage of revenue. However, under GAAP, only costs directly related to the Print Business, such as printing, publishing, distribution and headcount costs, can be classified as discontinued operations.
9 Represents what the Q3 2026 SaaS Adjusted EBITDA guidance would have been on a continuing operations basis.
10 These statements are forward-looking and actual results may materially differ. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause our actual results to materially differ from these forward-looking statements.
11 SaaS and Marketing Service Adjusted EBITDA are forward-looking non-GAAP financial measurers. We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. We have not provided quantitative reconciliations of these forward-looking non-GAAP financial measures because the excluded items are not available on a prospective basis without unreasonable effort.
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Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive (Loss) Income
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (in thousands, except share and per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | $ | 118,937 | $ | 137,427 | $ | 376,274 | $ | 421,240 | |||||||||||||||
| Cost of services | 45,245 | 51,714 | 144,911 | 153,494 | |||||||||||||||||||
| Gross profit | 73,692 | 85,713 | 231,363 | 267,746 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | 44,942 | 55,870 | 136,874 | 168,182 | |||||||||||||||||||
| Research and development | 8,432 | 10,765 | 27,372 | 29,627 | |||||||||||||||||||
| General and administrative | 35,775 | 44,242 | 115,866 | 142,487 | |||||||||||||||||||
| Impairment charges | 94,800 | — | 94,800 | — | |||||||||||||||||||
| Total operating expenses | 183,949 | 110,877 | 374,912 | 340,296 | |||||||||||||||||||
| Operating loss | (110,257) | (25,164) | (143,549) | (72,550) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (4,380) | (4,841) | (12,221) | (15,193) | |||||||||||||||||||
| Interest expense, related party | (2,459) | (2,751) | (7,408) | (8,728) | |||||||||||||||||||
| Net periodic pension cost | (328) | (665) | (1,030) | (2,211) | |||||||||||||||||||
| Other income | 734 | 682 | 1,721 | 3,631 | |||||||||||||||||||
| Loss from continuing operations before income tax benefit | (116,690) | (32,739) | (162,487) | (95,051) | |||||||||||||||||||
| Income tax benefit | 710 | 7,847 | 9,024 | 20,505 | |||||||||||||||||||
| Loss income from continuing operations | $ | (115,980) | $ | (24,892) | $ | (153,463) | $ | (74,546) | |||||||||||||||
| Discontinued Operations | |||||||||||||||||||||||
| Income from discontinued operations before income tax expense | 15,657 | 44,210 | 50,528 | 116,406 | |||||||||||||||||||
| Income expense on discontinued operations | (2,745) | (13,664) | (12,251) | (31,893) | |||||||||||||||||||
| Income from discontinued operations | 12,912 | 30,546 | 38,277 | 84,513 | |||||||||||||||||||
| Net (loss) income | $ | (103,068) | $ | 5,654 | $ | (115,186) | $ | 9,967 | |||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | 77 | (272) | (432) | (531) | |||||||||||||||||||
| Comprehensive (loss) income | $ | (102,991) | $ | 5,382 | $ | (115,618) | $ | 9,436 | |||||||||||||||
| Basic | |||||||||||||||||||||||
| Loss from continuing operations per share | $ | (2.61) | $ | (0.57) | $ | (3.46) | $ | (1.71) | |||||||||||||||
| Income from discontinued operations per share | 0.29 | 0.70 | 0.86 | 1.94 | |||||||||||||||||||
| Basic (loss) income per share | $ | (2.32) | $ | 0.13 | $ | (2.60) | $ | 0.23 | |||||||||||||||
| Diluted | |||||||||||||||||||||||
| Loss from continuing operations per share | $ | (2.61) | $ | (0.57) | $ | (3.46) | $ | (1.71) | |||||||||||||||
| Income from discontinued operations per share | 0.29 | 0.70 | 0.86 | 1.94 | |||||||||||||||||||
| Diluted (loss) income per share | $ | (2.32) | $ | 0.13 | $ | (2.60) | $ | 0.23 | |||||||||||||||
| Weighted-average shares used in computing basic and diluted net loss (income) per common share: | |||||||||||||||||||||||
| Basic | 44,438,288 | 43,747,896 | 44,335,648 | 43,636,031 | |||||||||||||||||||
| Diluted | 44,438,288 | 43,747,896 | 44,335,648 | 43,636,031 | |||||||||||||||||||
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Thryv Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
| (in thousands, except share data) | September 30, 2026 | December 31, 2025 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 8,752 | $ | 10,752 | |||||||
Accounts receivable, net of allowance of $7,004 in 2026 and $8,299 in 2025 | 17,545 | 14,583 | |||||||||
Contract assets, net of allowance of $3 in 2026 and $2 in 2025 | 611 | 411 | |||||||||
| Taxes receivable | 697 | 8,134 | |||||||||
| Deferred costs | 8,336 | 10,215 | |||||||||
| Prepaid expenses and other current assets | 15,813 | 11,305 | |||||||||
| Current assets of discontinued operations | 123,004 | 123,457 | |||||||||
| Total current assets | 174,758 | 178,857 | |||||||||
| Fixed assets and capitalized software, net | 45,893 | 50,870 | |||||||||
| Goodwill | 159,009 | 253,809 | |||||||||
| Intangible assets, net | 21,488 | 25,929 | |||||||||
| Deferred tax assets | 141,030 | 133,221 | |||||||||
| Other assets | 12,035 | 5,162 | |||||||||
| Non-current assets of discontinued operations | — | 40,739 | |||||||||
| Total assets | $ | 554,213 | $ | 688,587 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 9,740 | $ | 8,643 | |||||||
| Accrued liabilities | 109,225 | 89,776 | |||||||||
| Current portion of unrecognized tax benefits | 1,892 | 28,303 | |||||||||
| Contract liabilities | 24,789 | 21,065 | |||||||||
| Current portion of Term Loan | 21,000 | 10,500 | |||||||||
| Current portion of Term Loan, related party | 14,000 | 7,000 | |||||||||
| ABL Facility | 17,600 | — | |||||||||
| Other current liabilities | 1,890 | 3,905 | |||||||||
| Current liabilities of discontinued operations | 7,846 | 10,401 | |||||||||
| Total current liabilities | 207,982 | 179,593 | |||||||||
| Term Loan, net | 111,112 | 125,419 | |||||||||
| Term Loan, net, related party | 75,457 | 85,448 | |||||||||
| ABL Facility | — | 25,120 | |||||||||
| Pension obligations, net | 37,559 | 44,171 | |||||||||
| Other liabilities | 9,489 | 10,697 | |||||||||
| Total long-term liabilities | 233,617 | 290,855 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity | |||||||||||
Common stock - $0.01 par value, 250,000,000 shares authorized; 73,015,921 shares issued and 44,447,599 shares outstanding at September 30, 2026; and 72,002,129 shares issued and 43,815,268 shares outstanding at December 31, 2025 | 730 | 720 | |||||||||
| Additional paid-in capital | 1,314,942 | 1,303,144 | |||||||||
Treasury stock - 28,568,322 shares at September 30, 2026 and 28,186,861 shares at December 31, 2025 | (499,818) | (498,103) | |||||||||
| Accumulated other comprehensive loss | (15,943) | (15,511) | |||||||||
| Accumulated deficit | (687,297) | (572,111) | |||||||||
| Total stockholders' equity | 112,614 | 218,139 | |||||||||
| Total liabilities and stockholders' equity | $ | 554,213 | $ | 688,587 | |||||||
| ||||||||
Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net (loss) income | $ | (115,186) | $ | 9,967 | |||||||
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities from continuing operations : | |||||||||||
| Income from discontinued operations | (38,277) | (84,513) | |||||||||
| Depreciation and amortization | 31,576 | 30,814 | |||||||||
| Amortization of deferred commissions | 4,966 | 10,204 | |||||||||
| Amortization of debt issuance costs | 2,189 | 2,454 | |||||||||
| Deferred income taxes | (7,526) | 7,667 | |||||||||
| Provision for credit losses and service credits | 6,310 | 8,904 | |||||||||
| Stock-based compensation expense | 11,292 | 19,192 | |||||||||
| Net periodic pension cost | 1,030 | 2,211 | |||||||||
| Impairment charges | 94,800 | — | |||||||||
| Gain on foreign currency exchange rates | (1,533) | (3,126) | |||||||||
| Other | 307 | 38 | |||||||||
| Changes in working capital items, excluding acquisitions: | |||||||||||
| Accounts receivable | (3,935) | (6,861) | |||||||||
| Prepaid expenses and other assets | (11,248) | (21,187) | |||||||||
| Accounts payable and accrued liabilities | (6,213) | (16,993) | |||||||||
| Contract liabilities | 3,709 | 2,397 | |||||||||
| Other liabilities | (10,128) | (1,273) | |||||||||
| Net cash used in operating activities from continuing operations | (37,867) | (40,105) | |||||||||
| Net cash provided by operating activities from discontinued operations | 77,453 | 81,426 | |||||||||
| Net cash provided by operating activities | 39,586 | 41,321 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Additions to fixed assets and capitalized software | (23,613) | (22,491) | |||||||||
| Other | 307 | (143) | |||||||||
| Net cash used in investing activities from continuing operations | (23,306) | (22,634) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Payments of Term Loan | (5,250) | (21,000) | |||||||||
| Payments of Term Loan, related party | (3,500) | (14,000) | |||||||||
| Proceeds from ABL Facility | 237,753 | 303,528 | |||||||||
| Payments of ABL Facility | (245,273) | (286,901) | |||||||||
| Principal payments on finance lease obligations | (661) | (724) | |||||||||
| Repurchases of common stock | — | (4,999) | |||||||||
| Other | (1,536) | 166 | |||||||||
| Net cash used in financing activities from continuing operations | (18,467) | (23,930) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash from continuing operations | 416 | (143) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash from discontinued operations | (303) | 734 | |||||||||
| Decrease in cash, cash equivalents and restricted cash | (2,074) | (4,652) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 10,869 | 17,760 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 8,795 | $ | 13,108 | |||||||
| Supplemental Information | |||||||||||
| Cash paid for interest | $ | 20,274 | $ | 24,152 | |||||||
| Cash (received) paid for income taxes, net | $ | (5,953) | $ | 4,402 | |||||||
| ||||||||
Segment Information
The following tables summarize the operating results of the Company's reportable segments. 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.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | Amount | % | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| SaaS | $ | 112,024 | $ | 115,903 | $ | (3,879) | (3.3) | % | |||||||||||||||
| Marketing Services | 6,913 | 21,524 | (14,611) | (67.9) | % | ||||||||||||||||||
| Total Revenue | $ | 118,937 | $ | 137,427 | $ | (18,490) | (13.5) | % | |||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||
| SaaS | $ | 9,483 | $ | 5,554 | $ | 3,929 | 70.7 | % | |||||||||||||||
| Marketing Services | (5,278) | (10,146) | 4,868 | 48.0 | % | ||||||||||||||||||
| Consolidated Adjusted EBITDA12 | $ | 4,205 | $ | (4,592) | $ | 8,797 | 191.6 | % | |||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | Amount | % | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| SaaS | $ | 343,242 | $ | 342,037 | $ | 1,205 | 0.4 | % | |||||||||||||||
| Marketing Services | 33,032 | 79,203 | (46,171) | (58.3) | % | ||||||||||||||||||
| Total Revenue | $ | 376,274 | $ | 421,240 | $ | (44,966) | (10.7) | % | |||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||
| SaaS | $ | 22,098 | $ | 16,726 | $ | 5,372 | 32.1 | % | |||||||||||||||
| Marketing Services | (10,164) | (23,723) | 13,559 | 57.2 | % | ||||||||||||||||||
Consolidated Adjusted EBITDA12 | $ | 11,934 | $ | (6,997) | $ | 18,931 | 270.6 | % | |||||||||||||||
12 Consolidated Adjusted EBITDA is equal to SaaS Adjusted EBITDA and Marketing Services Adjusted EBITDA. See Non-GAAP Measures below for a reconciliation of Consolidated Adjusted EBITDA to Net income (loss).
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For comparative purposes, below is a table summarizing the operating results, on a continuing operations basis, of the Company's reportable segments for the fourth quarter and full year of 2025:
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| (dollars in thousands) | 2025 | 2025 | |||||||||
| Revenue | |||||||||||
| SaaS | $ | 118,990 | $ | 461,027 | |||||||
| Marketing Services | 15,000 | 94,203 | |||||||||
| Total Revenue | $ | 133,990 | $ | 555,230 | |||||||
| Adjusted EBITDA | |||||||||||
| SaaS | $ | 6,594 | $ | 23,320 | |||||||
| Marketing Services | (7,906) | (31,629) | |||||||||
| Consolidated Adjusted EBITDA | $ | (1,312) | $ | (8,309) | |||||||
Non-GAAP Measures
Our results included in this press release include Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin and Free Cash Flow, which are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”).
We have included Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin and Free Cash Flow because management believes they provide useful information to investors in gaining an overall understanding of our current financial performance and provide consistency and comparability with past financial performance. Specifically, we believe Adjusted EBITDA provides useful information to management and investors by excluding certain non-operating items that we believe are not indicative of our core operating results. In addition, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin and Free Cash Flow are used by management for budgeting and forecasting as well as measuring the Company’s performance. We believe Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin and Free Cash Flow provide investors with the financial measures that closely align with our internal processes.
We define Adjusted EBITDA (“Adjusted EBITDA”) as Loss from continuing operations plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Restructuring and integration expenses, Stock-based compensation expense, and non-operating expenses, such as Net periodic pension cost, impairment charges, and certain unusual and non-recurring charges that might have been incurred. Adjusted EBITDA should not be considered as an alternative to Loss from continuing operations as a performance measure. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We define Adjusted Gross Profit (“Adjusted Gross Profit”) as Gross profit adjusted to exclude the impact of Depreciation and amortization expense and Stock-based compensation expense. We define Adjusted Gross Margin as Adjusted Gross Profit divided by revenue. We define Free Cash Flow as net cash provided by (used in) operating activities less additions to fixed assets and capitalized software.
Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information presented in accordance with U.S. GAAP and may be different from similarly-titled non-GAAP measures used by other companies.
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The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Loss from continuing operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Reconciliation of Adjusted EBITDA | |||||||||||||||||||||||
| Loss from continuing operations | $ | (115,980) | $ | (24,892) | $ | (153,463) | $ | (74,546) | |||||||||||||||
| Interest expense | 6,839 | 7,592 | 19,629 | 23,921 | |||||||||||||||||||
| Depreciation and amortization expense | 11,531 | 9,515 | 31,576 | 30,814 | |||||||||||||||||||
| Stock-based compensation expense | 3,980 | 5,685 | 11,292 | 19,192 | |||||||||||||||||||
Restructuring and integration expenses (1) | 4,150 | 5,371 | 17,815 | 15,546 | |||||||||||||||||||
| Income tax benefit | (710) | (7,847) | (9,024) | (20,505) | |||||||||||||||||||
Net periodic pension cost (2) | 328 | 665 | 1,030 | 2,211 | |||||||||||||||||||
| Impairment charges | 94,800 | — | 94,800 | — | |||||||||||||||||||
Other (3) | (733) | (681) | (1,721) | (3,630) | |||||||||||||||||||
| Adjusted EBITDA | $ | 4,205 | $ | (4,592) | $ | 11,934 | $ | (6,997) | |||||||||||||||
(1)For the three and nine months ended September 30, 2026 and 2025, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, and costs associated with abandoned facilities and system consolidation. For more information on our restructuring and integration expenses, please see our Q3 2026 Quarterly Report on Form 10-Q.
(2)Net periodic pension cost is primarily from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.
(3)Other primarily includes foreign exchange-related (income) expense.
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Loss from continuing operations for the fourth quarter and full year of 2025:
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| (in thousands) | 2025 | 2025 | |||||||||
| Reconciliation of Adjusted EBITDA | |||||||||||
| Loss from continuing operations | $ | (37,491) | $ | (112,037) | |||||||
| Interest expense | 7,214 | 31,134 | |||||||||
| Depreciation and amortization expense | 8,106 | 38,920 | |||||||||
| Stock-based compensation expense | 5,576 | 24,768 | |||||||||
Restructuring and integration expenses (1) | 12,441 | 27,986 | |||||||||
| Income tax benefit | (5,731) | (26,236) | |||||||||
Net periodic pension cost (2) | 6,606 | 8,817 | |||||||||
Other (3) | 1,967 | (1,661) | |||||||||
| Adjusted EBITDA | $ | (1,312) | $ | (8,309) | |||||||
(1)For the year ended 2025, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, and costs associated with abandoned facilities and system consolidation.
(2)Net periodic pension cost is primarily from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.
(3)Other primarily includes foreign exchange-related (income) expense.
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The following tables set forth reconciliations of Adjusted Gross Profit and Adjusted Gross Margin, to their most directly comparable GAAP measures, Gross Profit and Gross Margin:
| Three Months Ended September 30, 2026 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Reconciliation of Adjusted Gross Profit | |||||||||||||||||
| Gross Profit | $ | 73,210 | $ | 482 | $ | 73,692 | |||||||||||
| Plus: | |||||||||||||||||
| Depreciation and amortization expense | 4,397 | 271 | 4,668 | ||||||||||||||
| Stock-based compensation expense | 15 | 1 | 16 | ||||||||||||||
| Adjusted Gross Profit | $ | 77,622 | $ | 754 | $ | 78,376 | |||||||||||
| Gross Margin | 65.4 | % | 7.0 | % | 62.0 | % | |||||||||||
| Adjusted Gross Margin | 69.3 | % | 10.9 | % | 65.9 | % | |||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Reconciliation of Adjusted Gross Profit | |||||||||||||||||
| Gross Profit | $ | 80,956 | $ | 4,757 | $ | 85,713 | |||||||||||
| Plus: | |||||||||||||||||
| Depreciation and amortization expense | 3,084 | 573 | 3,657 | ||||||||||||||
| Stock-based compensation expense | 98 | 15 | 113 | ||||||||||||||
| Adjusted Gross Profit | $ | 84,138 | $ | 5,345 | $ | 89,483 | |||||||||||
| Gross Margin | 69.8 | % | 22.1 | % | 62.4 | % | |||||||||||
| Adjusted Gross Margin | 72.6 | % | 24.8 | % | 65.1 | % | |||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Reconciliation of Adjusted Gross Profit | |||||||||||||||||
| Gross Profit | $ | 219,505 | $ | 11,858 | $ | 231,363 | |||||||||||
| Plus: | |||||||||||||||||
| Depreciation and amortization expense | 11,721 | 1,073 | 12,794 | ||||||||||||||
| Stock-based compensation expense | 81 | 8 | 89 | ||||||||||||||
| Adjusted Gross Profit | $ | 231,307 | $ | 12,939 | $ | 244,246 | |||||||||||
| Gross Margin | 64.0 | % | 35.9 | % | 61.5 | % | |||||||||||
| Adjusted Gross Margin | 67.4 | % | 39.2 | % | 64.9 | % | |||||||||||
| ||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Reconciliation of Adjusted Gross Profit | |||||||||||||||||
| Gross Profit | $ | 239,556 | $ | 28,190 | $ | 267,746 | |||||||||||
| Plus: | |||||||||||||||||
| Depreciation and amortization expense | 9,431 | 2,199 | 11,630 | ||||||||||||||
| Stock-based compensation expense | 301 | 64 | 365 | ||||||||||||||
| Adjusted Gross Profit | $ | 249,288 | $ | 30,453 | $ | 279,741 | |||||||||||
| Gross Margin | 70.0 | % | 35.6 | % | 63.6 | % | |||||||||||
| Adjusted Gross Margin | 72.9 | % | 38.4 | % | 66.4 | % | |||||||||||
The following table sets forth a reconciliation of Free Cash Flow to its most directly comparable GAAP measure, Net cash provided by (used in) operating activities:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Reconciliation of Free Cash Flow | |||||||||||||||||||||||
| Net cash (used in) provided by operating activities, continuing operations | $ | (3,590) | $ | 1,924 | $ | (37,867) | $ | (40,105) | |||||||||||||||
| Net cash provided by (used in) operating activities, discontinued operations | 15,822 | 20,322 | 77,453 | 81,426 | |||||||||||||||||||
| Net cash provided by operating activities | 12,232 | 22,246 | 39,586 | 41,321 | |||||||||||||||||||
| Additions to fixed assets and capitalized software | (7,492) | (7,636) | (23,613) | (22,491) | |||||||||||||||||||
| Free Cash Flow | $ | 4,740 | $ | 14,610 | $ | 15,973 | $ | 18,830 | |||||||||||||||
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Supplemental Financial Information
The following supplemental financial information provides Revenue, Net Loss, Net Loss Margin, Adjusted EBITDA and Adjusted EBITDA Margin by our (i) SaaS business and (ii) Marketing Services business. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.
We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods.
| Three Months Ended September 30, 2026 | |||||||||||||||||
| (dollars in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Revenue | $ | 112,024 | $ | 6,913 | $ | 118,937 | |||||||||||
| Net Loss | (115,980) | ||||||||||||||||
| Net Loss Margin | (97.5) | % | |||||||||||||||
| Adjusted EBITDA | 9,483 | (5,278) | 4,205 | ||||||||||||||
| Adjusted EBITDA Margin | 8.5 | % | (76.3) | % | 3.5 | % | |||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||
| (dollars in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Revenue | $ | 115,903 | $ | 21,524 | $ | 137,427 | |||||||||||
| Net Loss | (24,892) | ||||||||||||||||
| Net Loss Margin | (18.1) | % | |||||||||||||||
| Adjusted EBITDA | 5,554 | (10,146) | (4,592) | ||||||||||||||
| Adjusted EBITDA Margin | 4.8 | % | (47.1) | % | (3.3) | % | |||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| (dollars in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Revenue | $ | 343,242 | $ | 33,032 | $ | 376,274 | |||||||||||
| Net Loss | (153,463) | ||||||||||||||||
| Net Loss Margin | (40.8) | % | |||||||||||||||
| Adjusted EBITDA | 22,098 | (10,164) | 11,934 | ||||||||||||||
| Adjusted EBITDA Margin | 6.4 | % | (30.8) | % | 3.2 | % | |||||||||||
| ||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| (dollars in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Revenue | $ | 342,037 | $ | 79,203 | $ | 421,240 | |||||||||||
| Net Loss | (74,546) | ||||||||||||||||
| Net Loss Margin | (17.7) | % | |||||||||||||||
| Adjusted EBITDA | 16,726 | (23,723) | (6,997) | ||||||||||||||
| Adjusted EBITDA Margin | 4.9 | % | (30.0) | % | (1.7) | % | |||||||||||
Forward-Looking Statements
Certain statements contained herein are not historical facts, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “target”, “project”, “outlook”, “future”, “forward”, “guidance” and similar statements of a future or forward-looking nature identify forward-looking statements. These statements are not guarantees of future performance. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following: significant competition for our Marketing Services solutions and SaaS offerings, which include companies that use components of our SaaS offerings provided by third parties; our ability to maintain profitability; our ability to manage our growth effectively; our ability to transition our Marketing Services clients to our Thryv platform, maintain transitioned clients on that platform and sell them additional or upgraded products, sell our platform into new markets or further penetrate existing markets; our ability to maintain our strategic relationships with third-party service providers; internet search engines and portals potentially terminating or materially altering their agreements with us; our ability to keep pace with rapid technological changes and evolving industry standards; our SMBs clients potentially opting not to renew their agreements with us or renewing at lower spend; potential system interruptions or failures, including cybersecurity breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information; our potential failure to identify suitable acquisition candidates and consummate such acquisitions; our ability to complete acquisitions and the successful integration of such acquisitions, and any failure of an acquired business to achieve its plans and objectives or realize any expected benefit from any such acquisition; the risk that the Print Transaction may not be completed on the anticipated terms or timeline, or at all, including as a result of the failure to satisfy applicable closing conditions; our ability to successfully execute our restructuring initiatives and realize the anticipated cost savings, efficiencies and other benefits from such initiatives within the expected timeframe, or at all; our ability to achieve the anticipated financial, operational and strategic benefits of the Print Transaction and our other strategic initiatives, including our ability to successfully transition to and operate our continuing businesses following completion of the Print Transaction; the level of our indebtedness and our ability to service our debt, comply with the covenants under our debt agreements, obtain any necessary waivers or amendments and reduce our leverage as anticipated, including through the use of proceeds from the Print Transaction; the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees; our ability to maintain the compatibility of our Thryv platform with third-party applications; our ability to successfully expand our operations and current offerings into new markets, including internationally, or further penetrate existing markets; our potential failure to provide new or enhanced functionality and features; our potential failure to comply with applicable privacy, security and data
| ||||||||
laws, regulations and standards; potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations; our potential failure to meet service level commitments under our client contracts; our potential failure to offer high-quality or technical support services; our Thryv platform and add-ons potentially failing to perform properly; our use of artificial intelligence in our business, and challenges with properly managing its use, could result in reputational harm, competitive harm, and legal liability; the potential impact of future labor negotiations; our ability to protect our intellectual property rights, proprietary technology, information, processes, and know-how; rising inflation and our ability to control costs, including operating expenses; general macro-economic conditions, including a recession or an economic slowdown in the U.S. or internationally; adverse tax laws or regulations or potential changes to existing tax laws or regulations; costs, liabilities and reputational harm resulting from regulatory investigations, including the subpoena from the Division of Enforcement of the Securities and Exchange Commission (the “SEC”); volatility and weakness in bank and capital markets; and costs, obligations and liabilities incurred as a result of and in connection with being a public company as well as the risks and uncertainties set forth in the Company's most recent Annual Report on Form 10-K filed with the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by such cautionary statements.
If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. For these reasons, we caution you against relying on forward-looking statements. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. These forward-looking statements speak only as of the date hereof and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Thryv
Thryv (Nasdaq: THRY) is the provider of an AI-powered growth platform that helps small businesses get discovered online, identify their best customer leads, and grow revenue faster with ROI insights. The Thryv Growth Platform™ features include AI-powered websites, Thryv AI Lead Insights™, and integrations with the CRMs service businesses are already using. Thryv makes growth focused software accessible to the plumber, salon owner, contractor, lawyer, accountant and more. Approximately 100,000 businesses globally use Thryv software to get found, win customers, and invest smarter. For more information, visit www.thryv.com.
Media Contact:
Julie Murphy
Thryv, Inc.
617.967.5426
julie.murphy@thryv.com
Investor Contact:
Cameron Lessard
Thryv, Inc.
cameron.lessard@thryv.com
###
Exhibit 99.2 3RD QUARTER 2026 Investor Presentation
2 Safe Harbor This Presentation may include certain forward-looking statements, that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995 and include, without limitation, statements concerning the conditions of our industry and our operations, performance, product development efforts (including AI integration) and financial condition, including, in particular, statements relating to our business, growth strategies, product development efforts (including AI Integration), and future expenses. Forward-looking statements include all statements that do not relate solely to historical or current facts and generally can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “could,” “estimates,” “expects,” “targets,” “likely,” “may,” and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Accordingly, we caution you against relying on forward-looking statements. Important factors could cause actual results to differ materially from those in the forward-looking statements. For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, see those set forth in “Risk Factors” in our Quarterly Reports on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. Readers are cautioned not to place undue reliance on forward-looking statements contained in this Presentation, which speak only as of the date of this Presentation. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements publicly after the date they are made, whether as a result of new information, future events or otherwise. This Presentation includes references to industry and market data and forecasts that we obtained from internal company surveys, publicly available information and industry publications and surveys. Our internal research and forecasts are based on management’s understanding of industry conditions, and such information has not been verified by independent sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but we do not guarantee the accuracy and completeness of such information. Such information also involves risks and uncertainties and is subject to change based on various factors, including those discussed under the heading “Forward-Looking Statements” and “Cautionary Statement Regarding Forward-Looking Statements” in our Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the year ended December 31, 2025. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation to take (or refrain from taking) any particular action. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein. In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation contains non-GAAP financial measures. We present non-GAAP financial measures including adjusted EBITDA, adjusted EBITDA margin, adjusted gross profit, adjusted gross margin and free cash flow. The non-GAAP financial information is presented for supplemental informational purposes only and is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables for reconciliations of the non-GAAP financial measures used in this presentation to the most comparable GAAP financial measures. We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, it is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in our industry. This Presentation also includes certain forward-looking non-GAAP financial measures, such as adjusted EBITDA margin and adjusted gross margin. We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. We have not provided quantitative reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures because the excluded items are not available on a prospective basis without unreasonable efforts.
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4 Excludes CRM products. Growth products include the Thryv Growth Platform and additional marketing value-added services. Quarterly Revenue Expansion
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6 94% $373 SaaS % of Total Revenue ARPU Quality Customer2 % of SaaS Revenue 69% 72% Adjusted Gross Margin(1) Results include the Keap acquisition (October 31, 2024), except Market, Sell, Grow and quality customer metrics. Adjusted gross margin is non-GAAP; see appendix reconciliation. (1) See Appendix for a reconciliation of Gross Margin to Adjusted Gross Margin. (2) Defined as clients with greater than $400 monthly recurring revenue. Q3 2026 SaaS, Q3 2026 +2% YoY +300 bps YoY +16% Revenue from Growth Products Year-over-Year ~100k SaaS Subscribers New Growth Platform adding subscribers FINANCIAL REVIEW Q3 SaaS Highlights SaaS is now the dominant contributor to revenue
7 Adjusted EBITDA and free cash flow are non-GAAP; see appendix reconciliation. Outlook is on a continuing operations basis, reflecting the pending sale of the print business. Figures may not foot due to rounding. FINANCIAL REVIEW Q3 2026 Financial Results Q4 SaaS 2026 outlook Revenue: $110.0M to $111.0M Adjusted EBITDA: ($4.5M) to ($5.5M) FY SaaS 2026 outlook Revenue: $453.0M to $454.0M Adjusted EBITDA: $16.5M to $17.5M $ in millions Q3 2026 Q3 2025 YoY SaaS Revenue $112.0 $115.9 (3.4) % Adjusted EBITDA 9.5 5.6 3.9 Adjusted EBITDA Margin 8.5 % 4.8 % 370 bps Marketing Services Revenue $6.9 $21.5 (67.9) % Adjusted EBITDA (5.3) (10.1) 4.8 Consolidated Revenue $118.9 $137.4 (13.5) % Adjusted EBITDA 4.2 (4.6) 8.8 Adjusted EBITDA Margin 3.5 % (3.3) % 680 bps Free Cash Flow 4.7 14.6 (67.5) % Net Loss (116.0) (24.9) Incl. $94.8 impairment
8 Marketing Services Revenue $2.0 to $3.0 $35.0 to $36.0 Adjusted EBITDA ($11.0) to ($12.0) $(21.0) to $(22.0) (in millions, USD) Q4 2026 FY 2026 SaaS Revenue $110.0 to $111.0 $453.0 to $454.0 Adjusted EBITDA ($4.5) to ($5.5) $16.5 to $17.5 Total Company Revenue $112.0 to $114.0 $488.0 to $490.0 Adjusted EBITDA ($15.5) to ($17.5) ($3.5) to ($5.5) Q4 and FY 2026 Outlook On a Continuing Operations Basis 1 Guidance is presented on a continuing operations basis, reflecting the pending sale of the print business. In this presentation, only costs directly attributable to the print business, including printing, publishing, distribution, and headcount costs for employees transferring with the sale, are classified as discontinued operations. Figures may not foot due to rounding.
9 Appendix
10 APPENDIX Non-GAAP Financial Reconciliation (in thousands) Q3-25 YTD 25 Q3-26 YTD 26 Net loss from continuing operations $ (24,892) $ (74,546) $ (115,980) $ (153,463) Interest expense 7,592 23,921 6,839 19,629 Depreciation and amortization expense 9,515 30,814 11,531 31,576 Stock-based compensation expense 5,685 19,192 3,980 11,292 Restructuring and integration expenses 5,371 15,546 4,150 17,815 Income tax benefit (7,847) (20,505) (710) (9,024) Net periodic pension cost 665 2,211 328 1,030 Impairment charges — — 94,800 94,800 Other (681) (3,630) (733) (1,721) Adjusted EBITDA $ (4,592) $ (6,997) $ 4,205 $ 11,934 Figures may not foot due to rounding.
11 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Three Months Ended September 30, 2026 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 73,210 $ 482 $ 73,692 Plus: Depreciation and amortization expense 4,397 271 4,668 Stock-based compensation expense 15 1 16 Adjusted Gross Profit $ 77,622 $ 754 $ 78,376 Gross Margin 65.4 % 7.0 % 62.0 % Adjusted Gross Margin 69.3 % 10.9 % 65.9 % Three Months Ended September 30, 2025 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 80,956 $ 4,757 $ 85,713 Plus: Depreciation and amortization expense 3,084 573 3,657 Stock-based compensation expense 98 15 113 Adjusted Gross Profit $ 84,138 $ 5,345 $ 89,483 Gross Margin 69.8 % 22.1 % 62.4 % Adjusted Gross Margin 72.6 % 24.8 % 65.1 % Non-GAAP Financial Reconciliation
12 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Non-GAAP Financial Reconciliation Nine Months Ended September 30, 2026 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 219,505 $ 11,858 $ 231,363 Plus: Depreciation and amortization expense 11,721 1,073 12,794 Stock-based compensation expense 81 8 89 Adjusted Gross Profit $ 231,307 $ 12,939 $ 244,246 Gross Margin 64.0 % 35.9 % 61.5 % Adjusted Gross Margin 67.4 % 39.2 % 64.9 % Nine Months Ended September 30, 2025 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 239,556 $ 28,190 $ 267,746 Plus: Depreciation and amortization expense 9,431 2,199 11,630 Stock-based compensation expense 301 64 365 Adjusted Gross Profit $ 249,288 $ 30,453 $ 279,741 Gross Margin 70.0 % 35.6 % 63.6 % Adjusted Gross Margin 72.9 % 38.4 % 66.4 %
13 APPENDIX Supplemental Financial Information The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin for our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. The supplement financial information also provides Free cash flow, which is a non-GAAP financial measure. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the reconciliation of these non-GAAP financial measures to the corresponding GAAP financial measures presented in the supplemental financial information or under the heading Non-GAAP Financial Reconciliation. We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods. Three Months Ended September 30, 2026 (in thousands) SaaS Marketing Services Total Revenue $ 112,024 $ 6,913 $ 118,937 Adjusted EBITDA 9,483 (5,278) 4,205 Adjusted EBITDA Margin 8.5 % (76.3) % 3.5 % Three Months Ended September 30, (in thousands) 2026 2025 Net cash (used in) provided by operating activities, continuing operations $ (3,590) $ 1,924 Net cash provided by operating activities, discontinued operations 15,822 20,322 Net cash provided by operating activities $ 12,232 $ 22,246 Additions to fixed assets and capitalized software (7,492) (7,636) Free Cash Flow $ 4,740 $ 14,610 Three Months Ended September 30, 2025 (in thousands) SaaS Marketing Services Total Revenue $ 115,903 $ 21,524 $ 137,427 Adjusted EBITDA 5,554 (10,146) (4,592) Adjusted EBITDA Margin 4.8 % (47.1) % (3.3) %
14 APPENDIX Nine Months Ended September 30, (in thousands) 2026 2025 Net cash used in operating activities, continuing operations $ (37,867) $ (40,105) Net cash provided by operating activities, discontinued operations 77,453 81,426 Net cash provided by operating activities $ 39,586 $ 41,321 Additions to fixed assets and capitalized software (23,613) (22,491) Free Cash Flow $ 15,973 $ 18,830 Supplemental Financial Information Nine Months Ended September 30, 2026 (in thousands) SaaS Marketing Services Total Revenue $ 343,242 $ 33,032 $ 376,274 Adjusted EBITDA 22,098 (10,164) 11,934 Adjusted EBITDA Margin 6.4 % (30.8) % 3.2 % Nine Months Ended September 30, 2025 (in thousands) SaaS Marketing Services Total Revenue $ 342,037 $ 79,203 $ 421,240 Adjusted EBITDA 16,726 (23,723) (6,997) Adjusted EBITDA Margin 4.9 % (30.0) % (1.7) % The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin for our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. The supplement financial information also provides Free cash flow, which is a non-GAAP financial measure. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the reconciliation of these non-GAAP financial measures to the corresponding GAAP financial measures presented in the supplemental financial information or under the heading Non-GAAP Financial Reconciliation. We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods.
15 APPENDIX Definitions Definitions of key terms used in this presentation are as follows: • Adjusted EBITDA1: Defined as Loss from continuing operations, plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Restructuring and integration expenses, Stock-based compensation expense, and other non-operating expenses, such as Net periodic pension cost (benefit), impairment charges and certain unusual and non-recurring charges that might have been incurred. • Adjusted Gross Profit and Adjusted Gross Profit Margin1: Defined as Gross profit and Gross margin, respectively, adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense. • Average Revenue per Unit ("ARPU"): Defined as total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month. 1Results included in this presentation include Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Gross Profit, which are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables in the Appendix for a reconciliation of Adjusted EBITDA to Net income (loss) and Adjusted Gross Profit to Gross profit. Both Net income (loss) and Gross profit are the most comparable GAAP financial measure to Adjusted EBITDA and Adjusted Gross Profit, respectively. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, it is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry.