THRY Form 4: Joe Walsh sells small stake via tax withholding on vested RSUs

Rhea-AI Filing Summary

Thryv Holdings director and CEO Joe Walsh reported two small dispositions on 09/05/2025 tied to tax-withholding for vested restricted stock units. The Form 4 shows 793 shares and 957 shares were disposed at $12.50 per share under transaction code F, which the filer explains represents shares withheld by the issuer to satisfy tax withholding obligations. After these transactions, the filing lists Mr. Walsh with direct holdings of 589,689 and 588,732 common shares on separate lines and 1,625,206 shares held indirectly by trust.

Insights

Financial Analyst

TL;DR: Routine tax-withholding share dispositions; not a material signal about company performance.

The Form 4 discloses two small disposals (793 and 957 shares) executed at $12.50 per share and labeled with transaction code F, with an explicit explanation that the shares were withheld to satisfy tax obligations from vested restricted stock units. The absolute sizes of the disposals are immaterial relative to the reported direct and indirect holdings, and the filing contains no indications of sales for cash-generation or altering ownership stakes. From a market-impact perspective this is a routine insider administrative transaction.

Corporate Governance Expert

TL;DR: Compliance disclosure is complete and timely for routine withholding; governance implications are minimal.

The reporting identifies Mr. Walsh as both Chairman and CEO and shows the transaction was recorded on 09/05/2025 and signed by an attorney-in-fact on 09/09/2025. The explicit remark states the disposals were for tax withholding on vested RSUs, which aligns with common compensation practices. There is no indication of changes to board or executive roles, nor of additional derivative activity. Governance watchers should note continued substantial direct and indirect ownership but the filing itself conveys no governance concerns.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Walsh Joe

(Last) (First) (Middle)

2200 WEST AIRFIELD DRIVE,

P.O. BOX 619810

(Street)

DFW AIRPORT TX 75261

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Thryv Holdings, Inc. [ THRY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	09/05/2025		F		793(1)	D	$12.5	589,689	D
Common Shares	09/05/2025		F		957(1)	D	$12.5	588,732	D
Common Shares								1,625,206	I	By trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person in connection with the vesting of a portion of restricted stock units previously granted to the Reporting Person.

Remarks:

	/s/ Meredith Kennedy, attorney in fact	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did THRY insider Joe Walsh report on Form 4?

The Form 4 reports two dispositions on 09/05/2025 of 793 and 957 shares at $12.50 per share, withheld to satisfy tax obligations from vested restricted stock units.

Why were shares disposed according to the filing for THRY?

The filing explicitly states the shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of restricted stock units.

How many THRY shares does Joe Walsh beneficially own after the reported transactions?

The Form 4 lists direct holdings of 589,689 and 588,732 on separate lines and 1,625,206 shares held indirectly by trust following the transactions.

What is transaction code F on a Form 4 for THRY?

In this filing, transaction code F is used for dispositions that the filer explains were share withholdings to cover tax obligations from vested RSUs.

Who signed the THRY Form 4 filing for Joe Walsh?

The Form 4 is signed by Meredith Kennedy, attorney in fact on 09/09/2025 for the reporting person.