Thryv (NASDAQ: THRY) president reports RSU award and tax withholding

Rhea-AI Filing Summary

Thryv Holdings, Inc. reported insider equity activity by President Grant Freeman. On January 5–6, 2026, a total of 28,811 common shares (6,655, 9,193 and 12,963 shares) were surrendered at prices of $5.81 and $5.98 per share to cover his tax withholding obligations when previously granted restricted stock units vested. These are coded as “F” transactions, meaning they were not open-market sales.

On January 5, he also received an award of 120,481 restricted stock units at a price of $0 per share under Thryv’s 2020 Incentive Award Plan. According to the disclosure, these units will vest in three equal annual installments beginning in January 2027. After the reported transactions, Freeman directly beneficially owned 256,433 common shares of Thryv.

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^*

Freeman Grant

(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)
	President

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		6,655(1)	D	$5.81	158,108	D
Common Shares	01/05/2026		F		9,193(1)	D	$5.81	148,915	D
Common Shares	01/06/2026		F		12,963(1)	D	$5.98	135,952	D
Common Shares	01/05/2026		A		120,481(2)	A	$0	256,433	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.
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FAQ

What insider transactions did Thryv (THRY) report for President Grant Freeman?

The filing shows that President Grant Freeman had three “F” transactions on Thryv common shares, where 6,655, 9,193, and 12,963 shares were surrendered at $5.81 and $5.98 per share to satisfy tax withholding tied to restricted stock unit vesting. He also received an “A” transaction grant of 120,481 restricted stock units at $0 per share.

Were the Thryv (THRY) insider transactions open-market sales?

No. The transactions with code “F” represent shares withheld by the issuer to cover Grant Freeman’s tax withholding obligations when a portion of his previously granted restricted stock units vested. They were not reported as discretionary open-market sales.

What are the terms of the 120,481 restricted stock units granted to Thryv’s president?

The filing states that 120,481 restricted stock units were granted under Thryv’s 2020 Incentive Award Plan. These units will vest in three equal annual installments beginning in January 2027, assuming the stated vesting conditions are satisfied.

How many Thryv (THRY) shares does Grant Freeman own after these transactions?

Following the reported transactions, President Grant Freeman is shown as directly beneficially owning 256,433 shares of Thryv common stock, according to the Form 4 disclosure.

What role does Grant Freeman hold at Thryv (THRY) according to this filing?

The reporting person, Grant Freeman, is identified as an officer of Thryv Holdings, Inc. with the title of President. He is not listed as a director or 10% owner in this Form 4.

Why were Thryv (THRY) shares withheld from Grant Freeman on January 5–6, 2026?

The explanation states that the withheld shares “represent shares of common stock withheld by the Issuer to satisfy tax withholding obligations” in connection with the vesting of a portion of restricted stock units previously granted to Grant Freeman.