Thryv Holdings (THRY) CFO reports RSU grant and tax withholding

Rhea-AI Filing Summary

Thryv Holdings, Inc. officer Paul D. Rouse, CFO, Executive VP & Treasurer, reported multiple transactions in the company’s common shares on and around January 5–6, 2026. He received 120,481 restricted stock units at a price of $0, which were granted under the company’s 2020 Incentive Award Plan and are scheduled to vest in three equal annual installments beginning in January 2027.

On January 5 and 6, 2026, shares of common stock were withheld at prices of $5.81 and $5.98 per share to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units. Following these transactions, Rouse directly beneficially owned 306,836 common shares of Thryv Holdings, Inc.

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

OMB APPROVAL

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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^*

Rouse Paul D

(Last) (First) (Middle)

1301 MUNICIPAL WAY

SUITE 220

(Street)

GRAPEVINE TX 76051

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, Executive VP & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		F		8,298(1)	D	$5.81	207,126	D
Common Shares	01/05/2026		F		9,730(1)	D	$5.81	197,396	D
Common Shares	01/06/2026		F		11,041(1)	D	$5.98	186,355	D
Common Shares	01/05/2026		A		120,481(2)	A	$0	306,836	D

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.

2. These restricted stock units were granted under the Issuer's 2020 Incentive Award Plan and will vest in three equal annual installments beginning in January 2027.

Remarks:

	/s/ Meredith Kennedy, attorney in fact	01/07/2026
	** 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 insider activity did THRY CFO Paul D. Rouse report on this Form 4?

Paul D. Rouse, CFO, Executive VP & Treasurer of Thryv Holdings, Inc. (THRY), reported receiving 120,481 restricted stock units and several share-withholding transactions in the company’s common shares on and around January 5–6, 2026.

How many restricted stock units did the THRY CFO receive and when do they vest?

Rouse was granted 120,481 restricted stock units under Thryv’s 2020 Incentive Award Plan. According to the disclosure, these units will vest in three equal annual installments beginning in January 2027.

Why were some Thryv (THRY) shares withheld in the CFO’s Form 4?

The filing explains that the reported share withholdings represent common stock withheld by the issuer to satisfy Rouse’s tax withholding obligations in connection with the vesting of a portion of previously granted restricted stock units.

At what prices were Thryv common shares withheld for taxes in this filing?

The share-withholding transactions involved Thryv common shares at prices of $5.81 per share on January 5, 2026 and $5.98 per share on January 6, 2026, as reported in Table I.

How many Thryv (THRY) shares does the CFO own after these transactions?

After the reported grant and tax-withholding transactions, Paul D. Rouse is shown as directly beneficially owning 306,836 shares of Thryv Holdings, Inc. common stock.

Are the reported Thryv insider transactions direct or indirect holdings?

The Form 4 indicates that all reported common share transactions and resulting beneficial ownership for Paul D. Rouse are held with direct (D) ownership, with no nature of indirect ownership listed.