Thryv Holdings, Inc. 2025 Annual Report (10-K) Summary
Business Context and Reporting Period
This filing covers the fiscal year ended December 31, 2025. Thryv is a software-led platform company serving approximately 230,000 SMB clients globally through two segments: SaaS (the strategic growth engine) and Marketing Services (a legacy segment being exited by the end of 2028). The company operates a unified platform integrating CRM, marketing automation, payments, and AI tools. In October 2024, Thryv acquired Keap (Infusion Software) for $77.0 million to bolster its SaaS capabilities.
Key Financial Metrics
| Metric | 2025 | 2024 | Change |
|---|---|---|---|
| Total Revenue | $785.0 million | $824.2 million | (4.7%) |
| SaaS Revenue | $461.0 million | $343.5 million | +34.2% |
| Marketing Services Revenue | $324.0 million | $480.7 million | (32.6%) |
| Net Income (Loss) | $0.3 million | ($74.2 million) | Turnaround to Profit |
| Operating Income | $56.7 million | ($33.3 million) | Improvement |
| Adjusted EBITDA | $151.8 million | $162.4 million | (6.5%) |
| Gross Margin | 67.9% | 65.2% | +270 bps |
| Operating Cash Flow | $63.5 million | $89.8 million | (29.2%) |
| Total Debt Outstanding | $253.5 million | $284.3 million | Reduced |
| Cash & Equivalents | $10.8 million | $17.8 million | Decreased |
Material Changes vs. Prior Period
- Revenue Mix Shift: SaaS revenue grew 34.2% driven by the Keap acquisition ($56.2M contribution), client expansion, and the conversion of 22,000 Marketing Services clients to the SaaS platform. Conversely, Marketing Services revenue declined 32.6% due to secular print decline and strategic client conversions.
- Profitability: The company returned to net income ($0.3M) from a net loss of $74.2M in 2024. This was primarily due to the absence of an $83.1 million goodwill impairment charge recorded in 2024 against the Marketing Services unit.
- Expense Management: Sales and marketing expenses decreased 11.3% due to revised commission plans and lower employee costs. Research and development expenses increased 148.9% due to Keap integration and product development.
- Client Base: Total clients decreased 22% to 231,000. Marketing Services clients dropped 27% to 171,000, while SaaS clients decreased 12% to 100,000 as the company shifted focus from acquisition to expanding spend per client.
Outlook, Risks, and Contingencies
- Strategic Exit: Thryv plans to fully exit the Marketing Services business by the end of 2028, with the final print directory publication in December 2028. Capital is being redirected to SaaS product development.
- Goodwill Impairment Risk: Subsequent to year-end, the company's market capitalization fell below book value. Management is evaluating whether an interim goodwill impairment assessment is needed for the SaaS reporting unit in Q1 2026. The potential amount is currently unknown.
- Regulatory Investigation: In October 2024, the company received an SEC subpoena regarding its strategic conversion of clients from Digital marketing services to SaaS solutions. The company is cooperating, and the investigation is described as a fact-finding inquiry.
- Debt Covenants: The company is currently in compliance with its Term Loan and ABL Facility covenants, including a minimum SaaS revenue threshold and a maximum leverage ratio of 3.0x.
- AI and Cybersecurity: The company highlights risks related to the management of AI tools, potential reputational harm, and cybersecurity threats as key operational risks.
Key Investor Verification Points
- Q1 2026 Goodwill Assessment: Verify the outcome of the interim goodwill impairment test for the SaaS unit, given the post-year-end decline in stock price.
- Client Churn Rates: Monitor churn rates specifically for the 22,000 clients converted from Marketing Services to SaaS to ensure they align with organic SaaS client retention.
- SEC Subpoena Status: Track any updates regarding the SEC investigation into the client conversion strategy.
- Marketing Services Decline: Confirm that the decline in Marketing Services revenue is being offset by SaaS growth without eroding overall Adjusted EBITDA margins.
- Liquidity Position: Review cash flow trends given the decrease in operating cash flow and the reduction in cash on hand to $10.8 million.