Thryv (THRY) CEO uses share withholding to cover RSU taxes

Rhea-AI Filing Summary

Thryv Holdings Chairman and CEO Joe Walsh reported routine share withholdings to cover taxes on restricted stock unit vesting. On February 5, 2026, the issuer withheld 958 common shares at $3.89 per share, leaving Walsh with 735,126 directly held shares.

On February 6, 2026, the issuer withheld another 1,167 common shares at $3.90 per share, after which Walsh directly held 733,959 common shares. He also beneficially owns 1,625,206 common shares indirectly through a trust.

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)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		F		958(1)	D	$3.89	735,126	D
Common Shares	02/06/2026		F		1,167(1)	D	$3.9	733,959	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	02/11/2026
	** 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 transaction did Thryv (THRY) CEO Joe Walsh report?

Joe Walsh reported share withholdings used to pay taxes on vested restricted stock units. The issuer withheld 958 shares on February 5, 2026 and 1,167 shares on February 6, 2026, rather than Walsh selling shares in the open market.

How many Thryv (THRY) shares does Joe Walsh hold directly after these transactions?

After the reported tax withholdings, Joe Walsh directly holds 733,959 Thryv common shares. This followed issuer withholding of 958 shares at $3.89 and 1,167 shares at $3.90 in connection with restricted stock unit vesting and related tax obligations.

What prices were used for Thryv (THRY) CEO Joe Walsh’s withheld shares?

The issuer withheld Joe Walsh’s shares at prices of $3.89 and $3.90 per share. Specifically, 958 common shares were withheld at $3.89 on February 5, 2026 and 1,167 common shares at $3.90 on February 6, 2026 to satisfy tax obligations.

Does Joe Walsh have indirect ownership of Thryv (THRY) shares?

Yes. In addition to his directly held shares, Joe Walsh beneficially owns 1,625,206 Thryv common shares indirectly through a trust. This indirect position is reported separately from his direct holdings on the Form 4 insider trading report.

What does transaction code F mean in the Thryv (THRY) Form 4 filing?

Transaction code F on the Form 4 indicates shares were withheld to pay taxes on equity awards. In this case, Thryv withheld Joe Walsh’s common shares to satisfy tax withholding obligations arising from vesting of previously granted restricted stock units.

What role does Joe Walsh hold at Thryv (THRY) according to the filing?

Joe Walsh is identified as both a director and an officer of Thryv, serving as Chairman and CEO. These roles are disclosed in the Form 4 header, which also clarifies his relationship to the issuer for purposes of insider reporting obligations.