Form 8-K

8-K — Thryv Holdings, Inc.

Accession: 0001140361-26-032230

Filed: 2026-08-11

Period: 2026-08-10

CIK: 0001556739

SIC: 7310 (SERVICES-ADVERTISING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ef20079892_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ef20079892_ex10-1.htm)

GRAPHIC (image3.jpg)

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8-K — CURRENT REPORT FILING

8-K (Primary)

Filename: ef20079892_8k.htm · Sequence: 1

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): August 10, 2026

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 75261

(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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Thryv Holdings, Inc. (the “Company”) approved the termination of the Company’s 2026 Short-Term Incentive Plan (the “2026 STIP”) and the replacement thereof with the H2 2026 Short-Term Incentive Plan (the “Bridge Plan”), effective as of July 1, 2026 (the “Effective Date”), for all employees of the Company who were participants in the 2026 STIP as of immediately prior to the Effective Date, including each of the Company’s Named Executive Officers.

The 2026 STIP and the financial performance targets thereunder were approved by the Committee in December 2025, prior to the recently announced restructuring of the Company. As a result of the restructuring, the Company’s second-half 2026 business plan and priorities have changed. The Bridge Plan, covering the performance period of July 1, 2026 through December 31, 2026, reflects the Company's revised second-half 2026 business plan and operating priorities.

The terms of the Bridge Plan are generally the same as those under the 2026 STIP, except that:

•

An eligible employee’s target opportunity under the Bridge Plan will be prorated by fifty percent (50%) of such eligible employee’s annual target opportunity under the 2026 STIP as in effect immediately prior to the Effective Date — reflecting a six-month performance period (July 1, 2026 – December 31, 2026);

•

Performance targets have been updated to reflect the Company's revised second-half 2026 business plan and operating priorities; and

•

The performance period under the Bridge Plan will cover only the period from July 1, 2026 through December 31, 2026, instead of the full year 2026, as was the applicable performance period under the 2026 STIP.

The foregoing description of the Bridge Plan does not purport to be complete and is qualified in its entirety by reference to the Bridge Plan document, which is filed as an exhibit hereto.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

H2 2026 Short-Term Incentive Plan

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: August 11, 2026

By:

/s/ Paul D. Rouse

Name: Paul D. Rouse

Title: Chief Financial Officer, Executive Vice President and Treasurer

0001556739

false

0001556739

2026-08-10

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ef20079892_ex10-1.htm · Sequence: 5

Exhibit 10.1

H2 2026 SHORT TERM INCENTIVE PLAN (“STIP”)

United States (“U.S.”) Employees

Effective July 1, 2026 – December 31, 2026

PURPOSE

The H2 2026 Short Term Incentive Plan (the “Plan” or “STIP”) is designed to reward eligible U.S. non-sales, Non-Bargained For employees for achievement of pre-established corporate performance measures and individual performance objectives that are assigned a specific weight according to their importance in the Company’s business plan. This Plan, for eligible positions, covers the period from July 1, 2026, through December 31, 2026 (the “Plan Coverage Period”).

This Plan supersedes any prior incentive plan version, including, but not limited to, the 2026 STIP, and cancels any document that provides information contrary to the information contained in this Plan version. The Company may terminate the Plan, amend or modify the Plan in any respect, at any time, and without notice. In addition, incentive awards are not “earned” until the events described in the Administration section occur.

ELIGIBILITY

Regular full-time and part-time non-sales, Non-Bargained For and non-commissioned employees who are in an eligible role who are employed during the Plan Coverage Period, and who commence employment with the Company on or before September 30, 2026, whose role is classified under the STIP Incentive Type and do not participate in another Incentive Type currently in operation, are potentially eligible to participate in the Plan. To be eligible to earn and receive payment of any incentive STIP award, the participant must be:

Classified as a permanent U.S. employee.

Employed with the Company during some portion of the period for which the award is being measured and begins work for the Company on or before September 30, 2026.

Actively working through the payment date, or on Company-approved or job-protected leave for any periods not worked where the Company has a reasonable expectation the employee will return to their position in the near future and is active on the date the award is “earned,” as defined in the Administration section. An individual is “actively working” if they are actually working and carrying out their duties with the Company, or they are on PTO or a paid Company holiday.

In a STIP eligible position for a minimum of 90 consecutive days.

Incentive awards are not “earned” until the events described in the Administration section occur.

The following individuals are not eligible for a payment under STIP:

Employees who voluntarily terminate their employment or are involuntarily terminated for any reason. In addition, payment to employees who are under investigation for misconduct on the normal payout date may be delayed. If it is determined misconduct occurred and termination occurs, the award is forfeited.

Contractors, occasional or temporary employees, and interns.

Non-U.S. employees.

Employees who are participating in any other incentive plan type, including “Sales Incentive”, “Performance Incentive” or “Government Incentive” plans within the Company.

Employees who are in a STIP eligible position for less than 90 consecutive days.

Total

Rewards

H2 2026 Short Term Incentive Plan

Approved by Compensation

Committee August 10, 2026

STIP DESIGN

Performance metrics, weighting, and the pre-established performance goals are set by the Compensation Committee. Performance against pre-established performance goals, as determined by the Compensation Committee in its sole discretion, may be changed at any time. The Compensation Committee, upon consultation with the Chief Executive Officer, determines the funding level that will be available for awarding incentives. If it is determined that the STIP awards will be granted, the Compensation Committee retains the sole discretion to set award levels and to adjust award payouts and subsequent employee distribution.

Individual Target Opportunity

Each individual is assigned an Individual Target Opportunity based on the Plan Coverage Period and the individual position’s Job Level that is a percentage of the individual’s annual base salary. The Individual Target Opportunity is determined based on the individual’s position(s) during the Plan Coverage Period. STIP awards may be prorated to capture changes in Job Level targets or for leave of absences. The employee’s eligible annual base salary on December 31, 2026 will be used when proration(s) are not required.

The STIP targets by Job Level are as follows:

Table 1:

JOB LEVEL

STIP

TARGET

Chief Executive Officer “CEO”

100%

President “PRES”,

Executive Vice President “EVP”

60-70%

Senior Vice President “SVP”

40%

Vice President “VP”

30%

Executive Director “EXDIR”,

Senior Director “SRDIR”

25%

Director “DIR”

20%

Sr Manager “SRMGR”,

Manager “MGR”,

Sr Exempt Individual Contributor “SRIC”

15%

Supervisor “SUPV”

10%

Exempt Individual Contributor “IC”

Non-Exempt Individual Contributor “NEIC”

Performance Metrics and Weights

There are four components of the STIP performance metrics for July 1, 2026 through December 31, 2026:

Table 2:

Metric

Weighting

Target for July 1, 2026 - December 31, 2026

EBITDA

25%

$31.40 MM

Free Cash Flow (FCF)

25%

$18.20 MM

SaaS Revenue

25%

$223.30 MM

Individual

Performance

25%

Funds

once EBITDA reaches $20.00 MM

Total

Rewards

H2 2026 Short Term Incentive Plan

Approved by Compensation

Committee August 10, 2026

The individual performance component is determined based on the employee’s individual performance rating as recorded during the year-end performance assessment. As a result, eligible employees may receive an award that is lower than the STIP target incentive award as defined by their Job Level.

FUNDING

STIP Financial Targets and Payout “Curve”

–

EBITDA incentive component begins to fund after exceeding a minimum EBITDA of $26.90 MM after cost of individual performance incentive, any adjusted FCF incentive earned and any adjusted SaaS Revenue component earned, payout curve shown in Table 3 below.

–

The FCF incentive component begins to fund after exceeding a minimum FCF of $15.95 MM, payout curve shown in Table 3 below.

–

The SaaS Revenue incentive component begins to fund after exceeding a minimum SaaS Revenue of $216.55 MM, payout curve shown in Table 3 below.

–

Individual performance component of the incentive funds after obtaining minimum EBITDA of $20.00 MM.

Table 3:

2026 Second Half Restructure Approved 6 + 6 LTF

H2 2026 STI Bonus Scales

EBITDA 25%

Free Cash Flow 25%

SaaS Revenue 25%

Scale

Bonus %

Scale

Bonus %

Scale

Bonus %

$ 26.90

10%

$ 15.95

10%

$ 216.55

10%

Minimum

$ 27.40

20%

$ 16.20

20%

$ 217.30

20%

$ 27.90

30%

$ 16.45

30%

$ 218.05

30%

$ 28.40

40%

$ 16.70

40%

$ 218.80

40%

$ 28.90

50%

$ 16.95

50%

$ 219.55

50%

$ 29.40

60%

$ 17.20

60%

$ 220.30

60%

$ 29.90

70%

$ 17.45

70%

$ 221.05

70%

$ 30.40

80%

$ 17.70

80%

$ 221.80

80%

$ 30.90

90%

$ 17.95

90%

$ 222.55

90%

$ 31.40

100%

$ 18.20

100%

$ 223.30

100%

Target

$ 31.90

105%

$ 18.70

105%

$ 224.05

105%

$ 32.40

110%

$ 19.20

110%

$ 224.80

110%

$ 32.90

115%

$ 19.70

115%

$ 225.55

115%

$ 33.40

120%

$ 20.20

120%

$ 226.30

120%

$ 33.90

125%

$ 20.70

125%

$ 227.05

125%

Maximum

Management

Incremental Payout %

EBITDA

20%

Free cash Flow

20%

SaaS Revenues

13%

Total

Rewards

H2 2026 Short Term Incentive Plan

Approved by Compensation

Committee August 10, 2026

Additionally, the STIP excludes any impacts from acquisitions unless approved by the Compensation Committee.

IMPACT OF INDIVIDUAL PERFORMANCE RATING ON THE STIP AWARD

An employee’s individual performance rating has a direct impact on the individual performance component (25% of total) of the STIP award. Your individual performance rating as assessed by your manager determines the award amount for this component based on the scale below. Award amounts for the Company component (75% of total) are fixed based on final Company performance approved by the Compensation Committee.

Table 4:

Individual Performance Rating

Individual Payout

Percentage

(25% of Award)

Far Exceeded Expectations

100%

Exceeded Expectations

100%

Achieved Expectations

100%

Partially Met Expectations

50%

Did Not Meet Expectations

Note: Individual payout percentages may be adjusted as needed based on business needs as determined by the CEO or Compensation Committee. Employees with an individual performance rating of “Partially Met Expectations” will receive 50% of their individual award portion and employees with an individual performance rating of “Did Not Meet Expectations” will receive 0% of their individual award portion (25% of award).

PRORATION OF INCENTIVE

If an employee meets Plan eligibility requirements for only a portion of the Plan Coverage Period, the STIP award will be prorated (in days) for any period(s) the employee was not eligible. For example, the STIP award will be prorated in an amount equivalent to the amount of time the employee was/on:

Unpaid leave – includes any type of leave, including but not limited to, FMLA leave or a Personal Leave of Absence.

Supplemented Leave – includes Short Term Leave “STD”, Long Term Leave “LTD” or Workers Compensation.

Administrative leave as part of any Company investigation, discipline, or inquiry.

Hired after July 1, 2026.

Movement to or from the STIP eligible position from another incentive plan type (e.g., Sales Incentive / Performance Incentive) or from a position covered by a collective bargaining agreement during the Plan Coverage Period.

A position change that results in a change in Job Level Target percent (%) during the Plan Coverage Period.

In such situations as described above, the STIP award, if any, will be paid at the time other STIP awards are scheduled to be paid in accordance with the Plan, unless otherwise specifically stated in this Plan. For employees on leave, STIP awards will be paid to the employee after they return to work, are active and no longer on leave.

Total

Rewards

H2 2026 Short Term Incentive Plan

Approved by Compensation

Committee August 10, 2026

EXAMPLE - INCENTIVE AWARD CALCULATIONS (For illustrative purposes only)

H2 STIP – July 1, 2026 to December 31, 2026:

Company performance metrics as well as your individual performance count towards your STIP award payout calculation. Below is an example of the target STIP award calculation for an eligible employee who has been employed with the Company since July 1, 2026 with an annual base salary of $80,000 and a 10% Individual Target Opportunity, and assumes a full 184 days of the Plan Coverage Period within the same eligible position:

For illustrative purposes only

Compensation Assumptions: July 1, 2026 – December 31, 2026:

●

Base Salary = $80,000

●

STIP Target % = 10%

●

H2 Plan Incentive Target Amount $ = $4,000 ($8,000 x 50% for half year)

●

Individual Performance Rating = Achieved Expectations

Company Performance Assumptions: July 1, 2026 – December 31, 2026:

●

Company EBITDA achievement of $28.90 MM, 50% of target

●

Company FCF achievement of $15.00 MM, 0% (below threshold)

●

Company SaaS Revenue achievement of $223.30, 100% of target

●

Individual Performance pool fully funded as EBITDA threshold of $20.00 MM exceeded

The employee’s STIP award will be calculated as follows for each of the components:

Table 5:

STIP Component

Bonus

Target ($)

Metric

Weighting

Metric

Achievement

Award

Payout (A*B*C)

EBITDA

$4,000

25%

50%

$500

FCF

$4,000

25%

SaaS Revenue

$4,000

25%

100%

$1,000

Individual Performance

$4,000

25%

100%

$1,000

STIP

Payout

$2,500

TIMING OF PAYMENTS

Assuming Plan requirements are satisfied, which include Compensation Committee review and approval, award payments will be targeted following year-end financial close, but no later than June 30, 2027, to eligible employees actively working and on payroll at the time of payment.

CLAWBACK POLICY

All STIP awards shall be subject to the terms of the Thryv Holdings, Inc. Clawback Policy, effective November 29, 2023 (as may be amended from time to time, the “Clawback Policy”).

Total

Rewards

H2 2026 Short Term Incentive Plan

Approved by Compensation

Committee August 10, 2026

DEFINITIONS

BOARD

The Company’s Board of Directors.

COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors of the Company.

COMPANY

Thryv Holdings, Inc. and Thryv, Inc. only. Financial metrics of EBITDA, FCF and SaaS Revenue are based on the consolidated Company including international operations.

EBITDA

Adjusted EBITDA as defined in the Company’s filings with the Securities and Exchange Commission during the Plan Coverage Period, as adjusted in the sole discretion of the Compensation Committee.

FCF or FREE CASH FLOW

Operating cash generated by the Company less outlays for capital expenditures.

SAAS REVENUE

Revenue generated by the Company’s SaaS segment as reported in the Company’s filings with the Securities and Exchange Commission for the Plan Coverage Period, as adjusted in the sole discretion of the Compensation Committee.

INDIVIDUAL TARGET OPPORTUNITY

An eligible employee’s STIP target percentage based on one’s Job Level and prorated when employee held more than one Job Level during the Plan Coverage Period.

NON-BARGAINED FOR

Non-represented employees or those employees not working under a collective bargaining agreement.

JOB LEVEL

A structured classification that defines a role’s scope, responsibilities, and impact within the organization, used to determine appropriate pay and career progression. Job Level is used in this Plan to determine the applicable STIP target percent of end of year base salary.

Total

Rewards

H2 2026 Short Term Incentive Plan

Approved by Compensation

Committee August 10, 2026

ADMINISTRATION

Approval/Objectives Guidelines

STIP awards for Section 16 Officers are at the sole discretion of the Compensation Committee and the Board, awards to non-Section 16 employees are at the discretion of Sr Management. STIP awards may or may not be granted based upon Company, functional unit, departmental, and/or individual performance in the Plan Coverage Period. If it is determined that STIP awards will be granted, the Compensation Committee and the Board retain the sole discretion to set award levels and to adjust award levels and subsequent employee distributions.

When STIP Awards are Earned

STIP awards are not earned, are not due, and shall not vest unless until the following conditions are met: (1) the Approval/Objective Guidelines are met, (2) the Board approves corporate performance and payment, (3) all STIP eligibility requirements as described herein are met, (4) the individual is employed and actively working for the Company (or on Company approved or job protected leave) on the payment date, and (5) the payout date occurs.

STIP awards, if any, will be paid via payroll. All legally required and applicable income and employment taxes and withholdings will be deducted from the gross incentive award paid to participants. STIP awards are considered eligible compensation for the purposes of calculating 401(k) plan match and contributions, in addition to ESPP contributions, but are not otherwise considered compensation for the purpose of other employee benefits.

Interpretation

The Company shall have the full power and authority to interpret, construe, and administer this Plan, including the determination of the amount of each participant’s STIP award amount.

Short-Term Deferral

All STIP awards will be paid with the short-term deferral period, and thus, are exempt from Internal Revenue Code Section 409A.

Disclaimer

This Plan is not a contract of employment AND DOES NOT OTHERWISE ALTER YOUR AT-WILL EMPLOYMENT STATUS and does not create any contractual rights. Any payment under the Plan or this incentive award is discretionary and at the will of the Company. This Plan document and the award schedules set forth herein do not constitute an express or implied promise of continued employment for any period or at all, and will not interfere in any way with a participant’s right to terminate or the Company’s right to terminate a participant’s employment at any time, with or without cause and with or without notice.

The Company may terminate the Plan, or amend or modify the Plan in any respect, at any time, and without notice. This Plan may be superseded by federal, state, and local laws to the extent applicable.

Total

Rewards

H2 2026 Short Term Incentive Plan

Approved by Compensation

Committee August 10, 2026

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-Name Exchange Act

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

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