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0001556739FALSE00015567392025-10-302025-10-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2025

THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware 001-35895 13-2740040
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1301 Municipal Way, Suite 220
Grapevine, TX
76051
      (Address of Principal Executive Offices) (Zip Code)
(972) 453-7000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s)
Name of each exchange on which
registered
Common Stock, $0.01 par value THRY
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Condition.

On October 30, 2025, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the nine months ended September 30, 2025. This press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The Company will hold a conference call on October 30, 2025. A copy of the investor presentation to be discussed at the conference call is being furnished as Exhibit 99.2, and is incorporated herein by reference and available on the Company’s website.

The information in Item 2.02 and Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)







SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THRYV HOLDINGS, INC.
Date: October 30, 2025
By: /s/ Paul D. Rouse
Name: Paul D. Rouse
Title: Chief Financial Officer, Executive Vice President and Treasurer



EX-99.1 2 exhibit991-pressreleaseq32.htm EX-99.1 Document
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Exhibit 99.1
Thryv Grows SaaS Revenue 33% in Third Quarter 2025

–Q3 SaaS Monthly ARPU Expands 19% Year-Over-Year to $365
–Company Exceeds Q3 SaaS EBITDA Guidance
–Company Generated Q3 Operating Cash Flow of $22 million


DALLAS, October 30, 2025 – Thryv Holdings, Inc. (NASDAQ:THRY) (“Thryv” or the “Company”), the provider of Thryv®, the leading small business marketing and sales software platform, reported an increase in SaaS revenue of 33% year-over-year in the third quarter of 2025.

Third Quarter Financial 2025 Highlights:
•SaaS revenue was $115.9 million, a 33% increase year-over-year
•SaaS revenue excluding Keap was $99.1 million, a 14% increase year-over-year
•Marketing Services revenue was $85.7 million, an 8% decrease year-over-year
•Consolidated total revenue was $201.6 million, an increase of 12% year-over-year
•Consolidated net income was $5.7 million, or $0.13 per diluted share; compared to net loss of $96.1 million, or $(2.65) per diluted share, for the third quarter of 2024
•Consolidated Adjusted EBITDA was $40.8 million, representing an Adjusted EBITDA margin of 20.3%.
•SaaS Adjusted EBITDA was $19.6 million, representing an Adjusted EBITDA margin of 16.9%
•Total Marketing Services Adjusted EBITDA was $21.2 million, representing an Adjusted EBITDA margin of 24.8%
•Consolidated Gross Profit was $136.5 million
•Consolidated Adjusted Gross Profit1 was $140.3 million
•SaaS Gross Profit was $82.4 million, representing a Gross Margin of 71.1%
•SaaS Adjusted Gross Profit1 was $84.6 million, representing an Adjusted Gross Margin of 73.0%
Recent Business Highlights
•SaaS clients increased 7% year-over-year to 103 thousand at the end of the third quarter of 2025
•SaaS clients, excluding Keap, were 90 thousand
•Seasoned Net Revenue Retention2 was 94% as of September 30, 2025
•SaaS monthly Average Revenue per Unit (“ARPU”)3 was $365 for the third quarter of 2025, an increase of 19% year-over-year
•ThryvPay total payment volume was $89 million, an increase of 9% year-over-year

1 Defined as Gross profit adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense.
2 Seasoned Net Revenue Retention is defined as net dollar retention excluding clients acquired over the previous 12 months as well as clients acquired in the Keap acquisition which closed on October 31, 2024. Revenue added to the SaaS segment as a result of the conversion of a Marketing Services product to a SaaS product is included in the calculation of Seasoned Net Revenue Retention for any client who, at the time Thryv converted a Marketing Services product to a SaaS product for that client, already had at least one SaaS product for at least one year. The revenue associated with the products upgraded by Thryv to SaaS for these clients increases SaaS revenue and Seasoned Net Revenue Retention at the time of conversion.
3 Defined as total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month. This is a blended calculation and inclusive of the impact from the Keap acquisition.


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“We reported strong third quarter results - achieving 33% year-over-year SaaS growth while exceeding our SaaS Adjusted EBITDA guidance,” said Joe Walsh, Thryv Chairman and CEO. “Our 2025 strategy to increase customer spend is working, evidenced by ARPU expanding 19% year-over-year. We have been deepening relationships with our existing customers and are capitalizing on the opportunities AI gives our team to power small business growth. In addition, we continued to generate free cash flow, pay down debt and deleverage our business, positioning us with a stronger balance sheet."


Outlook
Based on information available as of October 30, 2025, Thryv is issuing guidance4 for the fourth quarter of 2025 and full year 2025 as indicated below:

4th Quarter
Full Year
(in millions) 2025 2025
SaaS Revenue
$118.0 - $121.0
$460.0 - $463.0
SaaS Adjusted EBITDA
$19.2 - $21.2
$73.0 - $75.0


4th Quarter Full Year
(in millions) 2025 2025
Marketing Services Revenue
$71.6 - $73.6
$323.0 - $325.0
Marketing Services Adjusted EBITDA
$16.8 - $18.8
$76.0 - $78.0


Earnings Conference Call Information
Thryv will host a conference call on Thursday, October 30, 2025 at 8:30 a.m. (Eastern Time) to discuss the Company's third quarter 2025 results.

To register for this conference call, please use this link. After registering, a confirmation email will be sent, including dial-in details and a unique code for entry. We recommend registering a day in advance or at a minimum thirty minutes prior to the start of the call. To listen to the webcast, please use this link or visit Thryv's Investor Relations website at investor.thryv.com. A live webcast will also be available on the Investor Relations section of the Company's website at investor.thryv.com.

4 These statements are forward-looking and actual results may materially differ. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause our actual results to materially differ from these forward-looking statements.


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Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended Nine Months Ended
September 30, September 30,
(in thousands, except share and per share data) 2025 2024 2025 2024
Revenue $ 201,555  $ 179,852  $ 593,396  $ 637,560 
Cost of services 65,090  67,871  191,023  223,350 
Gross profit 136,465  111,981  402,373  414,210 
Operating expenses:
Sales and marketing 68,409  66,484  203,184  201,984 
General and administrative 48,017  50,972  152,644  155,229 
Impairment charges —  83,094  —  83,094 
Total operating expenses 116,426  200,550  355,828  440,307 
Operating income (loss) 20,039  (88,569) 46,545  (26,097)
Other income (expense):
Interest expense (5,834) (8,194) (17,882) (31,554)
Interest expense, related party (2,751) (3,320) (8,728) (5,494)
Net periodic pension cost (665) (1,581) (2,211) (4,743)
Other income (expense) 682  218  3,631  (7,571)
Income (loss) before income tax (expense) benefit 11,471  (101,446) 21,355  (75,459)
Income tax (expense) benefit (5,817) 5,375  (11,388) (6,640)
Net income (loss) $ 5,654  $ (96,071) $ 9,967  $ (82,099)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax (272) 1,330  (531) 1,132 
Comprehensive income (loss) $ 5,382  $ (94,741) $ 9,436  $ (80,967)
Net income (loss) per common share:
Basic $ 0.13  $ (2.65) $ 0.23  $ (2.28)
Diluted $ 0.13  $ (2.65) $ 0.22  $ (2.28)
Weighted-average shares used in computing basic and diluted net income (loss) per common share:
Basic 43,747,896  36,308,992  43,636,031  35,983,826 
Diluted 44,459,176  36,308,992  44,544,451  35,983,826 





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Thryv Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data) September 30, 2025 December 31, 2024
Assets
Current assets
Cash and cash equivalents $ 11,551  $ 16,311 
Accounts receivable, net of allowance of $13,324 in 2025 and $13,051 in 2024
139,849  161,620 
Contract assets, net of allowance of $52 in 2025 and $29 in 2024
2,822  2,127 
Taxes receivable 8,338  6,218 
Prepaid expenses 17,272  13,923 
Deferred costs 11,775  8,402 
Other current assets 2,317  2,119 
Total current assets 193,924  210,720 
Fixed assets and capitalized software, net 47,528  44,478 
Goodwill 253,809  253,318 
Intangible assets, net 27,774  34,259 
Deferred tax assets 136,194  143,495 
Other assets 42,570  25,895 
Total assets $ 701,799  $ 712,165 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 6,069  $ 13,011 
Accrued liabilities 88,241  95,462 
Current portion of unrecognized tax benefits 27,759  26,196 
Contract liabilities 33,614  40,315 
Current portion of Term Loan 5,250  7,875 
Current portion of Term Loan, related party 3,500  5,250 
Other current liabilities 4,920  8,151 
Total current liabilities 169,353  196,260 
Term Loan, net 130,149  146,885 
Term Loan, net, related party 88,764  100,436 
ABL Facility 40,518  23,891 
Pension obligations, net 39,841  38,014 
Other liabilities 12,098  9,759 
Total long-term liabilities 311,370  318,985 
Commitments and contingencies
Stockholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 71,731,803 shares issued and 43,570,622 shares outstanding at September 30, 2025; and 70,556,740 shares issued and 43,033,960 shares outstanding at December 31, 2024
717  706 
Additional paid-in capital 1,296,216  1,272,476 
Treasury stock - 28,161,181 shares at September 30, 2025 and 27,522,780 shares at December 31, 2024
(497,934) (488,903)
Accumulated other comprehensive loss (15,472) (14,941)
Accumulated deficit (562,451) (572,418)
Total stockholders' equity 221,076  196,920 
Total liabilities and stockholders' equity $ 701,799  $ 712,165 


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Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months Ended September 30,
(in thousands) 2025 2024
Cash Flows from Operating Activities
Net income (loss) $ 9,967  $ (82,099)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 31,322  41,144 
Amortization of deferred commissions 10,431  14,251 
Amortization of debt issuance costs 2,454  3,151 
Deferred income taxes 7,667  (11,823)
Provision for credit losses and service credits 13,495  16,496 
Stock-based compensation expense 19,552  17,653 
Net periodic pension cost 2,211  4,743 
Impairment charges —  83,094 
(Gain) loss on foreign currency exchange rates (3,126) 933 
Loss on early extinguishment of debt —  6,638 
Other 38  (3,167)
Changes in working capital items, excluding acquisitions:
Accounts receivable (5,565) 18,161 
Contract assets (695) (6,160)
Prepaid expenses and other assets (21,509) (7,079)
Accounts payable and accrued liabilities (16,100) (14,108)
Other liabilities (8,821) (18,188)
Net cash provided by operating activities 41,321  63,640 
Cash Flows from Investing Activities
Additions to fixed assets and capitalized software (22,491) (24,730)
Acquisition of a business, net of cash acquired (143) — 
Net cash used in investing activities (22,634) (24,730)
Cash Flows from Financing Activities
Proceeds from Term Loan —  234,256 
Proceeds from Term Loan, related party —  109,444 
Payments of Term Loan (21,000) (345,151)
Payments from Term Loan, related party (14,000) (16,717)
Proceeds from ABL Facility 303,528  247,579 
Payments of ABL Facility (286,901) (274,524)
Principal payments on finance lease obligations (724) — 
Debt issuance costs —  (5,480)
Repurchases of common stock (4,999) (499)
Other 166  5,646 
Net cash used in financing activities (23,930) (45,446)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 591  (120)
Decrease in cash, cash equivalents and restricted cash (4,652) (6,656)
Cash, cash equivalents and restricted cash, beginning of period 17,760  20,530 
Cash, cash equivalents and restricted cash, end of period $ 13,108  $ 13,874 
Supplemental Information
Cash paid for interest $ 24,152  $ 35,299 
Cash paid for income taxes, net $ 4,402  $ 14,960 


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Segment Information
The following tables summarize the operating results of the Company's reportable segments:

Three Months Ended September 30, Change
(in thousands)
2025
2024
Amount %
Revenue
SaaS $ 115,903  $ 87,055  $ 28,848  33.1  %
Marketing Services 85,652  92,797  (7,145) (7.7) %
Total Revenue $ 201,555  $ 179,852  $ 21,703  12.1  %
Adjusted EBITDA
SaaS $ 19,591  $ 10,314  $ 9,277  89.9  %
Marketing Services 21,242  9,309  11,933  128.2  %
Consolidated Adjusted EBITDA5 $ 40,833  $ 19,623  $ 21,210  108.1  %

Nine Months Ended September 30, Change
(in thousands)
2025
2024
Amount %
Revenue
SaaS $ 342,037  $ 239,171  $ 102,866  43.0  %
Marketing Services 251,359  398,389  (147,030) (36.9) %
Total Revenue $ 593,396  $ 637,560  $ (44,164) (6.9) %
Adjusted EBITDA
SaaS $ 53,799  $ 23,914  $ 29,885  125.0  %
Marketing Services 59,167  109,137  (49,970) (45.8) %
Consolidated Adjusted EBITDA5
$ 112,966  $ 133,051  $ (20,085) (15.1) %


5 Consolidated Adjusted EBITDA is equal to SaaS Adjusted EBITDA and Marketing Services Adjusted EBITDA. See Non-GAAP Measures below for a reconciliation of Consolidated Adjusted EBITDA to Net income (loss).


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The following tables set forth reconciliations of our SaaS revenue for the Company to SaaS revenue excluding Keap and Keap SaaS revenue:
Three Months Ended September 30,
(in thousands) 2025 2024
Reconciliation of SaaS Revenue
SaaS Revenue $ 115,903  $ 87,055 
Less:
Keap SaaS Revenue 16,775  — 
SaaS Revenue (excluding Keap)
$ 99,128  $ 87,055 
Nine Months Ended September 30,
(in thousands)
2025
2024
Reconciliation of SaaS Revenue
SaaS Revenue $ 342,037  $ 239,171 
Less:
Keap SaaS Revenue 53,376  — 
SaaS Revenue (excluding Keap)
$ 288,661  $ 239,171 

Non-GAAP Measures
Our results included in this press release include Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Gross Profit, which are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”).

We have included Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit because management believes they provide useful information to investors in gaining an overall understanding of our current financial performance and provide consistency and comparability with past financial performance. Specifically, we believe Adjusted EBITDA provides useful information to management and investors by excluding certain non-operating items that we believe are not indicative of our core operating results. In addition, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Gross Profit are used by management for budgeting and forecasting as well as measuring the Company’s performance. We believe Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Gross Profit provide investors with the financial measures that closely align with our internal processes.

We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income (loss) plus Interest expense, Income tax expense, Depreciation and amortization expense, Restructuring and integration expenses, Stock-based compensation expense, and non-operating expenses, such as Other components of net periodic pension cost and certain unusual and non-recurring charges that might have been incurred. Adjusted EBITDA should not be considered as an alternative to Net income (loss) as a performance measure. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We define Adjusted Gross Profit (“Adjusted Gross Profit”) as Gross profit adjusted to exclude the impact of Depreciation and amortization expense and Stock-based compensation expense.

Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information presented in accordance with U.S. GAAP and may be different from similarly-titled non-GAAP measures used by other companies.


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The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income (loss):
Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Reconciliation of Adjusted EBITDA
Net income (loss) $ 5,654  $ (96,071) $ 9,967  $ (82,099)
Interest expense 8,585  11,514  26,610  37,048 
Depreciation and amortization expense 9,615  12,519  31,322  41,144 
Stock-based compensation expense 5,807  6,011  19,552  17,653 
Restructuring and integration expenses (1)
5,371  4,861  15,546  17,679 
Income tax expense (benefit) 5,817  (5,375) 11,388  6,640 
Transaction costs (2)
—  1,706  —  1,706 
Net periodic pension cost (3)
665  1,581  2,211  4,743 
Loss on early extinguishment of debt (4)
—  —  —  6,638 
Impairment charges —  83,094  —  83,094 
Other (5)
(681) (217) (3,630) (1,195)
Adjusted EBITDA $ 40,833  $ 19,623  $ 112,966  $ 133,051 
(1)For the three and nine months ended September 30, 2025 and 2024, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, and costs associated with abandoned facilities and system consolidation. For more information on our restructuring and integration expenses, please see our Q3 2025 Quarterly Report on Form 10-Q.
(2)Expenses related to the Keap Acquisition.
(3)Net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.
(4)In connection with the debt refinancing completed on May 1, 2024, the Company recorded a Loss on early extinguishment of debt related to the write-off of certain unamortized debt issuance costs on the Company's Prior Term Loan and Prior ABL Facility. See Note 8, Debt Obligations, to our consolidated financial statements included in Part I, Item 1 in our Q3 2025 Quarterly Report on Form 10-Q for more information.
(5)Other primarily includes foreign exchange-related (income) expense.




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The following tables set forth reconciliations of Adjusted Gross Profit and Adjusted Gross Margin, to their most directly comparable GAAP measures, Gross Profit and Gross Margin:
Three Months Ended September 30, 2025
(in thousands) SaaS Marketing Services Total
Reconciliation of Adjusted Gross Profit
Gross Profit $ 82,407  $ 54,058  $ 136,465 
Plus:
Depreciation and amortization expense 2,120  1,569  3,689 
Stock-based compensation expense 85  62  147 
Adjusted Gross Profit $ 84,612  $ 55,689  $ 140,301 
Gross Margin 71.1  % 63.1  % 67.7  %
Adjusted Gross Margin 73.0  % 65.0  % 69.6  %
Three Months Ended September 30, 2024
(in thousands) SaaS Marketing Services Total
Reconciliation of Adjusted Gross Profit
Gross Profit $ 60,607  $ 51,374  $ 111,981 
Plus:
Depreciation and amortization expense 2,189  2,508  4,697 
Stock-based compensation expense 92  69  161 
Adjusted Gross Profit $ 62,888  $ 53,951  $ 116,839 
Gross Margin 69.6  % 55.4  % 62.3  %
Adjusted Gross Margin 72.2  % 58.1  % 65.0  %

Nine Months Ended September 30, 2025
(in thousands) SaaS Marketing Services Total
Reconciliation of Adjusted Gross Profit
Gross Profit $ 244,088  $ 158,285  $ 402,373 
Plus:
Depreciation and amortization expense 6,836  4,950  11,786 
Stock-based compensation expense 262  204  466 
Adjusted Gross Profit $ 251,186  $ 163,439  $ 414,625 
Gross Margin 71.4  % 63.0  % 67.8  %
Adjusted Gross Margin 73.4  % 65.0  % 69.9  %

Nine Months Ended September 30, 2024
(in thousands) SaaS Marketing Services Total
Reconciliation of Adjusted Gross Profit
Gross Profit $ 161,991  $ 252,219  $ 414,210 
Plus:
Depreciation and amortization expense 5,770  10,569  16,339 
Stock-based compensation expense 228  280  508 
Adjusted Gross Profit $ 167,989  $ 263,068  $ 431,057 
Gross Margin 67.7  % 63.3  % 65.0  %
Adjusted Gross Margin 70.2  % 66.0  % 67.6  %


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The following tables set forth reconciliations of Free Cash Flow to its most directly comparable GAAP measure, Net cash provided by operating activities:

Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Reconciliation of Free Cash Flow
Net cash provided by operating activities $ 22,246  $ 35,980  $ 41,321  $ 63,640 
Additions to fixed assets and capitalized software (7,636) (8,500) (22,491) (24,730)
Free Cash Flow $ 14,610  $ 27,480  $ 18,830  $ 38,910 



Supplemental Financial Information
The following supplemental financial information provides Revenue, Net Income (Loss), Net Income (Loss) Margin, Adjusted EBITDA and Adjusted EBITDA Margin by our (i) SaaS business and (ii) Marketing Services business. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods.
Three Months Ended September 30, 2025
(in thousands) SaaS Marketing Services Total
Revenue $ 115,903  $ 85,652  $ 201,555 
Net Income 5,654 
Net Income Margin 2.8  %
Adjusted EBITDA 19,591  21,242  40,833 
Adjusted EBITDA Margin 16.9  % 24.8  % 20.3  %

Three Months Ended September 30, 2024
(in thousands) SaaS Marketing Services Total
Revenue $ 87,055  $ 92,797  $ 179,852 
Net Loss (96,071)
Net Loss Margin (53.4) %
Adjusted EBITDA 10,314  9,309  19,623 
Adjusted EBITDA Margin 11.8  % 10.0  % 10.9  %



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Nine Months Ended September 30, 2025
(in thousands) SaaS Marketing Services Total
Revenue $ 342,037  $ 251,359  $ 593,396 
Net Income 9,967 
Net Income Margin 1.7  %
Adjusted EBITDA 53,799  59,167  112,966 
Adjusted EBITDA Margin 15.7  % 23.5  % 19.0  %

Nine Months Ended September 30, 2024
(in thousands) SaaS Marketing Services Total
Revenue $ 239,171  $ 398,389  $ 637,560 
Net Loss (82,099)
Net Loss Margin (12.9) %
Adjusted EBITDA 23,914  109,137  133,051 
Adjusted EBITDA Margin 10.0  % 27.4  % 20.9  %


Forward-Looking Statements
Certain statements contained herein are not historical facts, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “target”, “project”, “outlook”, “future”, “forward”, “guidance” and similar statements of a future or forward-looking nature identify forward-looking statements. These statements are not guarantees of future performance. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following: significant competition for our Marketing Services solutions and SaaS offerings, including from companies that use components of our SaaS offerings provided by third parties; our ability to maintain profitability; our ability to manage our growth effectively; our ability to transition our Marketing Services clients to our Thryv platform, maintain transitioned clients on that platform and sell them additional or upgraded products; sell our platform into new markets or further penetrate existing markets; our ability to maintain our strategic relationships with third-party service providers; internet search engines and portals potentially terminating or materially altering their agreements with us; our ability to keep pace with rapid technological changes and evolving industry standards; our SMBs clients potentially opting not to renew their agreements with us or renewing at lower spend; potential system interruptions or failures, including cybersecurity breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information; our potential failure to identify suitable acquisition candidates and consummate such acquisitions; our ability to complete acquisitions and the successful integration of such acquisitions, including our acquisition of Keap, and any failure of an acquired business to achieve its plans and objectives or realize any expected benefit from any such acquisition; the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees; our ability to maintain the compatibility of our Thryv platform with third-party applications; our ability to successfully expand our operations and current offerings into new markets, including internationally, or further penetrate existing markets; our potential failure to provide new or enhanced functionality and features; our potential failure to comply with applicable privacy, security and data laws, regulations and standards; potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations; our potential failure to meet service level commitments under our client contracts; our potential failure to offer high-quality or technical support services; our Thryv platform and add-ons potentially failing to perform properly; our use of artificial intelligence in our business, and challenges with properly managing its use, could result in reputational harm, competitive harm, and legal liability; the potential impact of future labor negotiations; our ability to protect our intellectual property rights, proprietary technology, information, processes, and know-how; rising inflation and our ability to control costs, including operating expenses; general macro-economic conditions, including a recession or an economic slowdown in the U.S. or internationally; adverse tax laws or regulations or potential changes to existing tax laws or regulations; costs, liabilities and reputational harm resulting from regulatory investigations, including the subpoena from the Division of Enforcement of the Securities and Exchange Commission (the “SEC”); volatility and weakness in bank and capital markets; and costs, obligations and liabilities incurred as a result of and in connection with being a public company as well as the risks and uncertainties set forth in the Company's most recent Annual Report on Form 10-K filed with the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by such cautionary statements.


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If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. For these reasons, we caution you against relying on forward-looking statements. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. These forward-looking statements speak only as of the date hereof and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Thryv

Thryv Holdings, Inc. (NASDAQ:THRY) is the provider of the leading sales and marketing platform designed to help small businesses attract new and repeat customers. Thryv software offers SMBs everything they need to manage day-to-day operations and grow efficiently. The platform’s AI-supported marketing and business automations help business owners save time, compete, and win. More than 100K businesses globally use Thryv software to connect with customers and run and grow their business. For more information, visit thryv.com.

Media Contact:
Julie Murphy
Thryv, Inc.
617.967.5426
julie.murphy@thryv.com


Investor Contact:  
Cameron Lessard 
Thryv, Inc.
cameron.lessard@thryv.com  
  ###

EX-99.2 3 exhibit992-q32025investo.htm EX-99.2 exhibit992-q32025investo
Exhibit 99.2 3RD QUARTER 2025


 
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18 Q3 2025


 
19 3rd Quarter Highlights (1) Consolidated Adjusted EBITDA is equal to SaaS Adjusted EBITDA and Marketing Services Adjusted EBITDA. See the Appendix for a reconciliation to Net income (loss). (2) Equal to adjusted EBITDA divided by revenue. 3rd Quarter $ in thousands 2025 2024 YoY% SaaS Revenue $115,903 $87,055 33.1% Adjusted EBITDA(1) 19,591 10,314 Adjusted EBITDA Margin(2) 16.9% 11.8% Marketing Services Revenue $85,652 $92,797 (7.7)% Adjusted EBITDA(1) 21,242 9,309 Adjusted EBITDA Margin(2) 24.8% 10.0% Consolidated Revenue $201,555 $179,852 12.1% Net Income (Loss) 5,654 (96,071) Net Income (Loss) Margin 2.8% (53.4)% Adjusted EBITDA1 40,833 19,623 Adjusted EBITDA Margin2 20.3% 10.9%


 
20 FINANCIAL REVIEW Q3 SaaS Highlights +33% YoY +7% YoY $365 +19% YoY $89M +9% YoY Revenue Subscribers ARPU ThryvPay TPVSeasoned Net Revenue Retention (NRR) 73% +80 bps YoY 94% + b YoY Adjusted Gross Margin(1) Results are inclusive of the Keap acquisition made on October 31, 2024, with the exception of NRR and ThryvPay TPV. (1) See Appendix for a reconciliation of Gross Margin to Adjusted Gross Margin.


 
21 Results are inclusive of the Keap acquisition made on October 31, 2024. The SaaS percentage of revenue may fluctuate due to the timing of revenue recognized from Marketing Services print publications, which are recognized upfront for the full 24-month contract in accordance with ASC 606. However, SaaS continues to account for the clear majority of total revenue and is expected to remain the dominant source going forward.


 
22 SaaS Highlights F I N A N C I A L R E V I E W Revenue $87.1 $115.9 Q3-24 Q3-25 Adjusted EBITDA $10.3 $19.6 Q3-24 Q3-25 Adjusted Gross Margin 72.2% 73.0% Q3-24 Q3-25 ($ in millions) Results are inclusive of the Keap acquisition made on October 31, 2024. (1) See Appendix for a reconciliation of Gross Margin to Adjusted Gross Margin. ($ in millions)


 
23 (1) (1) Denotes customers with paid products. Excludes clients from the Keap acquisition made on October 31, 2024. Includes upgrades to the SaaS platform initiated by Thryv for selected Marketing Services customers at no additional base cost to the converted customers.


 
24 Excludes clients from the Keap acquisition made on October 31, 2024. Includes upgrades to the SaaS platform initiated by Thryv for selected Marketing Services customers at no additional base cost to the converted customers.


 
25 Excludes clients from the Keap acquisition made on October 31, 2024. Includes upgrades to the SaaS platform initiated by Thryv for selected Marketing Services customers at no additional base cost to the converted customers.


 
26 Total SaaS and Local Sales Generated inclusive of results from the Keap acquisition. Q3 SaaS ARPU: Total $365, Thryv $355, Keap $437. (1) Thryv Initiated Upgrades refers to upgrades to the SaaS platform initiated by Thryv for selected Marketing Services products at no additional base cost to the converted customers. 1


 
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29 Q3-25 Q3-24 Marketing Services Billings (millions)(1)(3) $70.6 $105.7 YoY % (33)% (35)% BILLINGS (YoY%) (19)% (17)% (20)% (17)% (19)% (22)% (19)% (23)% (24)% (28)% (35)% (40)% (42)% (38)% (33)% 21% 20% 24% 25% 24% 20% 13% 22% 22% 24% 32% 43% 51% 46% 32% (14)% (12)% (13)% (9)% (12)% (14)% (12)% (12)% (12)% (14)% (16)% (13)% (10)% (6)% (4)% Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Q1 '24 Q2 '24 Q3 '24 Q4 '24 Q1 '25 Q2 '25 Q3 '25 Total Company Billings F I N A N C I A L R E V I E W Q3-25 Q3-24 SaaS Billings (millions)(1)(2) $113.6 $86.2 YoY % 32% 32% Q3-25 Q3-24 Total Company Billings (millions)(1)(2) $184.2 $191.9 YoY % (4)% (16)% (1) Billings differ from revenue due to timing of revenue recognition and accounting adjustments. See footnote 3 in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 for additional information. (2) SaaS and Total Company Billings includes the effects of the Keap acquisition made on October 31, 2024. (3) Marketing Services Billings excludes Vivial Holdings run-off products. Figures may not foot due to rounding


 
30 Q4 and FY 2025 Outlook (in millions, USD) Q4 2025 FY 2025 MANAGEMENT COMMENTARY MARKETING SERVICES REVENUE $71.6 to $73.6 $323.0 to $325.0 • Company expects FY-25 MS revenue decline of ~32% to ~33% Adjusted EBITDA $16.8 to $18.8 $76.0 to $78.0 • Company expects MS EBITDA margins in the mid- twenties for FY-25 (in millions, USD) Q4 2025 FY 2025 MANAGEMENT COMMENTARY SAAS REVENUE $118.0 to $121.0 $460.0 to $463.0 • Company expects FY-25 increase of 34% to 35%. Adjusted EBITDA $19.2 to $21.2 $73.0 to $75.0 • Company expects SaaS EBITDA margins in the mid-teens for FY-25 (in millions, USD) Q4 2025 FY 2025 MANAGEMENT COMMENTARY TOTAL COMPANY REVENUE $189.6 to $194.6 $783.0 to $788.0 • Company expects FY-25 revenue decline of ~4% to ~5% Adjusted EBITDA $36.0 to $40.0 $149.0 to $153.0 • Company expects EBITDA margins just under 20% for FY-25


 




32 APPENDIX Non-GAAP Financial Reconciliation *Figures may not foot due to rounding. (in thousands) Q1-24 Q2-24 Q3-24 Q4-24 FY24 Q1-25 Q2-25 Q3-25 YTD-25 Net income (loss) $ 8,424 $ 5,548 $ (96,071) $ 7,883 $ (74,216) $ (9,618) $ 13,931 $ 5,654 $ 9,967 Interest expense 13,359 12,175 11,514 9,723 46,771 9,073 8,952 8,585 26,610 Depreciation and amortization expense 14,553 14,072 12,519 11,645 52,789 11,516 10,191 9,615 31,322 Stock-based compensation expense 5,289 6,353 6,011 6,465 24,118 7,737 6,008 5,807 19,552 Restructuring and integration expenses 5,265 7,553 4,861 15,018 32,697 4,682 5,493 5,371 15,546 Income tax expense (benefit) 5,397 6,618 (5,375) 1,578 8,218 (2,865) 8,436 5,817 11,388 Transaction costs — — 1,706 3,439 5,145 — — — — Net periodic pension cost (benefit) 1,581 1,581 1,581 (29,549) (24,806) 768 778 665 2,211 Loss on early extinguishment of debt — 6,638 — — 6,638 — — — — Impairment charges — — 83,094 — 83,094 — — — — Other 246 (1,224) (217) 3,178 1,983 (392) (2,557) (681) (3,630) Adjusted EBITDA $ 54,114 $ 59,314 $ 19,623 $ 29,380 $ 162,431 $ 20,901 $ 51,232 $ 40,833 $ 112,966


 
33 APPENDIX Three Months Ended September 30, (in thousands) 2025 2024 Segment Revenue $ 115,903 $ 87,055 Less: Segment cost of services 31,291 24,168 Segment sales and marketing 43,882 36,676 Segment general and administrative 21,139 15,897 Segment Adjusted EBITDA $ 19,591 $ 10,314 SaaS Segment Adjusted EBITDA Calculation Nine Months Ended September 30, (in thousands) 2025 2024 Segment Revenue $ 342,037 $ 239,171 Less: Segment cost of services 90,851 71,184 Segment sales and marketing 129,263 103,728 Segment general and administrative 68,124 40,345 Segment Adjusted EBITDA $ 53,799 $ 23,914


 
34 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Three Months Ended September 30, 2025 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 82,407 $ 54,058 $ 136,465 Plus: Depreciation and amortization expense 2,120 1,569 3,689 Stock-based compensation expense 85 62 147 Adjusted Gross Profit $ 84,612 $ 55,689 $ 140,301 Gross Margin 71.1 % 63.1 % 67.7 % Adjusted Gross Margin 73.0 % 65.0 % 69.6 % Three Months Ended September 30, 2024 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 60,607 $ 51,374 $ 111,981 Plus: Depreciation and amortization expense 2,189 2,508 4,697 Stock-based compensation expense 92 69 161 Adjusted Gross Profit $ 62,888 $ 53,951 $ 116,839 Gross Margin 69.6 % 55.4 % 62.3 % Adjusted Gross Margin 72.2 % 58.1 % 65.0 % Non-GAAP Financial Reconciliation


 
35 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Non-GAAP Financial Reconciliation Nine Months Ended September 30, 2025 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 244,088 $ 158,285 $ 402,373 Plus: Depreciation and amortization expense 6,836 4,950 11,786 Stock-based compensation expense 262 204 466 Adjusted Gross Profit $ 251,186 $ 163,439 $ 414,625 Gross Margin 71.4 % 63.0 % 67.8 % Adjusted Gross Margin 73.4 % 65.0 % 69.9 % Nine Months Ended September 30, 2024 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 161,991 $ 252,219 $ 414,210 Plus: Depreciation and amortization expense 5,770 10,569 16,339 Stock-based compensation expense 228 280 508 Adjusted Gross Profit $ 167,989 $ 263,068 $ 431,057 Gross Margin 67.7 % 63.3 % 65.0 % Adjusted Gross Margin 70.2 % 66.0 % 67.6 %


 
36 APPENDIX Supplemental Financial Information The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin for our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. The supplement financial information also provides Free cash flow, which is a non-GAAP financial measure. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the reconciliation of these non-GAAP financial measures to the corresponding GAAP financial measures presented in the supplemental financial information or under the heading Non-GAAP Financial Reconciliation. We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods. Three Months Ended September 30, 2025 (in thousands) SaaS Marketing Services Total Revenue $ 115,903 $ 85,652 $ 201,555 Adjusted EBITDA 19,591 21,242 40,833 Adjusted EBITDA Margin 16.9 % 24.8 % 20.3 % Three Months Ended September 30, (in thousands) 2025 2024 Net cash provided by operating activities $ 22,246 $ 35,980 Additions to fixed assets and capitalized software (7,636) (8,500) Free cash flow $ 14,610 $ 27,480 Three Months Ended September 30, 2024 (in thousands) SaaS Marketing Services Total Revenue $ 87,055 $ 92,797 $ 179,852 Adjusted EBITDA 10,314 9,309 19,623 Adjusted EBITDA Margin 11.8 % 10.0 % 10.9 %


 
37 APPENDIX Nine Months Ended September 30, (in thousands) 2025 2024 Net cash provided by operating activities $ 41,321 $ 63,640 Additions to fixed assets and capitalized software (22,491) (24,730) Free cash flow $ 18,830 $ 38,910 Supplemental Financial Information Nine Months Ended September 30, 2025 (in thousands) SaaS Marketing Services Total Revenue $ 342,037 $ 251,359 $ 593,396 Adjusted EBITDA 53,799 59,167 112,966 Adjusted EBITDA Margin 15.7 % 23.5 % 19.0 % Nine Months Ended September 30, 2024 (in thousands) SaaS Marketing Services Total Revenue $ 239,171 $ 398,389 $ 637,560 Adjusted EBITDA 23,914 109,137 133,051 Adjusted EBITDA Margin 10.0 % 27.4 % 20.9 % The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin for our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. The supplement financial information also provides Free cash flow, which is a non-GAAP financial measure. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the reconciliation of these non-GAAP financial measures to the corresponding GAAP financial measures presented in the supplemental financial information or under the heading Non-GAAP Financial Reconciliation. We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods.


 
38 1Unbilled receivables represent print revenue earned but not yet invoiced and are expected to result in future cash collections as clients are billed under contract terms. Per ASC 606 accounting policy, print revenue is recognized upfront at the time of shipment.


 
39 APPENDIX Definitions Definitions of key terms used in this presentation are as follows: • SaaS revenue consists of SaaS revenue recognized by our domestic and foreign operations. • Marketing Services revenue consists of SaaS revenue recognized by our domestic and foreign operations. • SaaS Adjusted EBITDA1 consists of Adjusted EBITDA recognized by our domestic and foreign operations. • Marketing Services1 Adjusted EBITDA consists of Adjusted EBITDA recognized by our domestic and foreign operations. • Adjusted EBITDA2: Defined as Net income (loss) plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Loss on early extinguishment of debt, Restructuring and integration expenses, Transaction costs, Stock-based compensation expense, and non-operating expenses, such as, net periodic pension cost (benefit), and certain unusual and non-recurring charges that might have been incurred. • Adjusted Gross Profit and Adjusted Gross Profit Margin2: Defined as Gross profit and Gross margin, respectively, adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense. • Average Revenue per Unit (“ARPU”): Defined as total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month • Seasoned Net Revenue Retention: Seasoned Net Revenue Retention is defined as net dollar retention excluding clients acquired over the previous 12 months as well as clients acquired in the Keap acquisition, which closed on October 31, 2024. Revenue added to the SaaS segment as a result of the conversion of a Marketing Services product to a SaaS product is included in the calculation of Seasoned Net Revenue Retention for any client who, at the time Thryv converted a Marketing Services product to a SaaS product for that client, already had at least one SaaS product for at least one year. The revenue associated with the products upgraded by Thryv to SaaS for these clients increases SaaS revenue and Seasoned NRR at the time of conversion. 1The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. 2Results included in this presentation include Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Gross Profit, which are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables in the Appendix for a reconciliation of Adjusted EBITDA to Net income (loss) and Adjusted Gross Profit to Gross profit. Both Net income (loss) and Gross profit are the most comparable GAAP financial measure to Adjusted EBITDA and Adjusted Gross Profit, respectively. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, it is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry.