Thryv (THRY) Insider Filing Shows Routine RSU Tax Withholding

Rhea-AI Filing Summary

Thryv Holdings, Inc. (THRY) – Form 4 insider filing

Chairman & CEO Joe Walsh reported two Code “F” transactions on 07/07/2025, covering tax-withholding related to the vesting of previously granted restricted stock units (RSUs).

• Shares withheld: 793 and 957 common shares at an indicated price of $12.50.
• Direct ownership after withholding: 584,232 common shares.
• Indirect ownership: 1,625,206 common shares held through a trust.
• The filing notes the inclusion of 1,689 shares purchased on 06/30/2025 under the company’s Employee Share Purchase Program.

No open-market purchases or discretionary sales occurred—only automatic share retention for tax obligations. The filing does not alter the executive’s board or management roles and provides no broader financial metrics.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; negligible ownership change, neutral signal.

The Form 4 shows only mandatory share withholding to cover taxes on RSU vesting. Because no market sale took place, the activity does not suggest a change in the CEO’s sentiment toward THRY nor materially affect the 2.2 million total shares he controls. From a liquidity perspective, 1,750 shares at $12.50 (~$22k) is immaterial relative to the company’s daily trading volume. I view the disclosure as neutral for investors.

Corporate Governance Expert

TL;DR: Compliant insider report, strengthens transparency; impact minimal.

The filing demonstrates adherence to Section 16 reporting requirements and clarifies that the share reduction stems from administrative tax settlement. The CEO retains significant direct (584k) and indirect (1.63 m) stakes, maintaining strong alignment with shareholder interests. No red flags in timing or structure are apparent. Overall market impact is not impactful; however, timely disclosure supports good governance practices.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
07/07/2025

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	07/07/2025		F		793(1)	D	$12.5	585,189(2)	D
Common Shares	07/07/2025		F		957(1)	D	$12.5	584,232	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.

2. Includes 1,689 shares purchased on June 30, 2025 through the Issuer's Employee Share Purchase Program.

Remarks:

	/s/ Meredith Kennedy, attorney in fact	07/09/2025
	** 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

How many Thryv (THRY) shares did CEO Joe Walsh dispose of on 07/07/2025?

A total of 1,750 common shares were withheld (793 + 957) for tax purposes.

Was the THRY transaction an open-market sale?

No, the shares were withheld by the issuer to cover tax obligations associated with vested RSUs.

What is Joe Walsh’s current direct ownership in THRY after the transaction?

He directly owns 584,232 common shares following the withholding event.

How many THRY shares does the CEO hold indirectly?

An additional 1,625,206 shares are held indirectly through a trust.

Did the filing indicate any purchases through the Employee Share Purchase Program?

Yes, it states that 1,689 shares were bought on 06/30/2025 via the ESPP.