Thryv Holdings (THRY) CEO reports tax-share withholding and RSU grant

Rhea-AI Filing Summary

Thryv Holdings, Inc. Chairman and CEO Joe Walsh reported several equity transactions involving the company’s common shares. On January 5, 2026, the issuer withheld 873 and 1,054 shares of common stock, and on January 6, 2026 it withheld an additional 15,049 shares, all to satisfy Walsh’s tax withholding obligations tied to vesting restricted stock units, at prices of $5.81 and $5.98 per share, respectively. Also on January 5, 2026, Walsh received a grant of 144,578 restricted stock units at $0 under the 2020 Incentive Award Plan, with one-third scheduled to vest in January 2027 and the remainder vesting in equal monthly installments after that. Following these transactions, he held 736,084 common shares directly and 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)
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		873(1)	D	$5.81	607,609	D
Common Shares	01/05/2026		F		1,054(1)	D	$5.81	606,555	D
Common Shares	01/06/2026		F		15,049(1)	D	$5.98	591,506	D
Common Shares	01/05/2026		A		144,578(2)	A	$0	736,084	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. These restricted stock units were granted under the Issuer's 2020 Incentive Award Plan and one-third will vest in January 2027 and the remaining two-thirds will vest in equal monthly installments thereafter.

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 THRY Chairman and CEO Joe Walsh report?

Joe Walsh reported tax withholding transactions where the issuer withheld 873, 1,054, and 15,049 common shares on January 5–6, 2026, plus a grant of 144,578 restricted stock units on January 5, 2026.

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

The filing states the withheld common shares represent stock retained by the issuer to satisfy tax withholding obligations related to the vesting of previously granted restricted stock units.

What equity award did Joe Walsh receive from Thryv on January 5, 2026?

On January 5, 2026, Joe Walsh received 144,578 restricted stock units under Thryv’s 2020 Incentive Award Plan at a price of $0 per unit.

How do the new restricted stock units for THRY’s CEO vest?

For the 144,578 restricted stock units, one-third will vest in January 2027, and the remaining two-thirds will vest in equal monthly installments thereafter.

How many Thryv common shares does Joe Walsh hold directly after these transactions?

After the reported transactions, Joe Walsh beneficially owned 736,084 Thryv common shares in direct ownership.

What are Joe Walsh’s indirect holdings of Thryv (THRY) shares?

The filing reports that 1,625,206 Thryv common shares are held indirectly by Joe Walsh through a trust.

What do the transaction codes F and A mean in this Thryv Form 4?

In this Form 4, code F identifies shares withheld to cover tax withholding on vesting restricted stock units, while code A reflects the acquisition of 144,578 restricted stock units.