Insider filing: Thryv Holdings (THRY) EVP gets RSUs, withholds shares

Rhea-AI Filing Summary

Thryv Holdings, Inc. Executive VP of Operations John F. Wholey reported routine equity compensation and related tax withholding transactions. On January 5–6, 2026, he had three transactions coded "F" in common stock, where 5,047, 6,099, and 6,866 shares were withheld by the company at prices of $5.81, $5.81, and $5.98 per share to satisfy tax obligations tied to vesting restricted stock units.

On January 5, 2026 he also reported an "A" transaction for 84,337 restricted stock units granted at $0 under Thryv’s 2020 Incentive Award Plan, which will vest in three equal annual installments beginning in January 2027. Following these transactions, Wholey beneficially owned 298,020 shares of Thryv common stock, held directly.

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^*

Wholey John F

(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)
	Executive VP of Operations

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 Stock	01/05/2026		F		5,047(1)	D	$5.81	226,648	D
Common Stock	01/05/2026		F		6,099(1)	D	$5.81	220,549	D
Common Stock	01/06/2026		F		6,866(1)	D	$5.98	213,683	D
Common Stock	01/05/2026		A		84,337(2)	A	$0	298,020	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).
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FAQ

Who is the insider in Thryv (THRY)'s latest Form 4 filing?

The filing reports transactions by John F. Wholey, who serves as Executive VP of Operations at Thryv Holdings, Inc. and is an officer but not a director or 10% owner.

What equity award did Thryv EVP John Wholey receive in this Form 4?

John Wholey was granted 84,337 restricted stock units at $0 under Thryv’s 2020 Incentive Award Plan. These RSUs will vest in three equal annual installments beginning in January 2027.

Why were Thryv shares withheld in John Wholey’s Form 4 transactions?

The footnotes state that the reported "F" transactions represent shares of common stock withheld by Thryv to satisfy tax withholding obligations when a portion of previously granted restricted stock units vested.

What were the tax withholding transaction details in the Thryv Form 4?

On January 5–6, 2026, Wholey had three code "F" transactions where 5,047, 6,099, and 6,866 Thryv common shares were withheld at prices of $5.81, $5.81, and $5.98 per share to cover taxes on RSU vesting.

How many Thryv (THRY) shares does John Wholey own after these transactions?

After the reported transactions, John Wholey beneficially owned 298,020 shares of Thryv Holdings, Inc. common stock, reported as held directly.

Are the reported Thryv insider transactions open-market buys or sells?

The reported activity consists of tax withholding transactions coded "F" and a grant of restricted stock units coded "A". The withheld shares were retained by Thryv to satisfy tax obligations rather than discretionary open-market trades.