Thryv Holdings, Inc.THRY
Thryv Holdings, Inc. Goodwill & Intangibles Disclosure
Goodwill and Intangible Assets
Goodwill
The Company had goodwill of $253.8 million, net of accumulated impairment losses of $1,166.7 million as of December 31, 2025, and goodwill of $253.3 million, net of accumulated impairment losses of $1,166.7 million as of December 31, 2024. All accumulated impairment losses were related to the Marketing Services reporting unit. As of December 31, 2025, the Company had $24.9 million of tax-deductible goodwill.
Goodwill Impairment
Management tests goodwill for impairment at the reporting unit level annually on October 1, or more frequently if events or changes in circumstances indicate that goodwill may be impaired.
During the years ended December 31, 2024 and 2023, the Company recognized goodwill impairment charges of $83.1 million and $268.8 million, respectively, which were recorded to the Marketing Services reporting unit. As a result of the impairment charge recorded during the year ended December 31, 2024, the goodwill in the Marketing Services reporting unit was reduced to zero and only the SaaS reporting unit had goodwill remaining.
As part of the annual impairment test at October 1, 2025, the Company performed a qualitative assessment of the SaaS reporting unit. A qualitative evaluation is an assessment of factors, including recent and projected financial performance of the reporting unit, as well as macroeconomic, industry, and market conditions, to determine whether it is more likely than not (more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. The results of the Company's qualitative assessment indicated that it was not more likely than not that the fair value of the SaaS reporting unit was less than its carrying value. As a result, no goodwill impairment charges were recorded during the year ended December 31, 2025.
The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 were as follows:
| (in thousands) | Marketing Services | SaaS | Total | ||||||||||||||
Balance as of December 31, 2023 | $ | 83,516 | $ | 218,884 | $ | 302,400 | |||||||||||
| Keap Acquisition | — | 34,434 | 34,434 | ||||||||||||||
| Impairments | (83,094) | — | (83,094) | ||||||||||||||
| Effects of foreign currency translation | (422) | — | (422) | ||||||||||||||
Balance as of December 31, 2024 | $ | — | $ | 253,318 | $ | 253,318 | |||||||||||
Measurement period adjustments to Keap Acquisition (1) | — | 491 | 491 | ||||||||||||||
Balance as of December 31, 2025 | $ | — | $ | 253,809 | $ | 253,809 | |||||||||||
(1) Goodwill increased during the year ended December 31, 2025 in connection with a measurement period adjustment for the Keap Acquisition. See Note 3, Acquisitions.
Intangible Assets
The Company had definite-lived intangible assets of $25.9 million and $34.3 million as of December 31, 2025 and 2024, respectively.
During the year ended December 31, 2024, as a result of our strategic decision to terminate our Marketing Services solutions by the end of 2028, the Company evaluated its intangible assets and other long-lived assets within the Marketing
Services reporting unit for impairment. Based on the Company’s analysis, the carrying values of the Company’s definite-lived intangible assets and other long-lived assets were determined to be recoverable, and no impairment was recognized.
No impairment charges related to intangible assets were recorded during the years ended December 31, 2025, 2024, or 2023.
The following tables set forth the details of the Company's intangible assets as of December 31, 2025 and 2024:
December 31, 2025 | |||||||||||||||||||||||
| (in thousands) | Gross | Accumulated Amortization | Net | Weighted Average Remaining Amortization Period in Years | |||||||||||||||||||
| Client relationships | $ | 316,423 | $ | (295,226) | $ | 21,197 | 6.7 | ||||||||||||||||
| Trademarks and domain names | 91,079 | (86,347) | 4,732 | 6.7 | |||||||||||||||||||
| Total intangible assets | $ | 407,502 | $ | (381,573) | $ | 25,929 | 6.7 | ||||||||||||||||
December 31, 2024 | |||||||||||||||||||||||
| (in thousands) | Gross | Accumulated Amortization | Net | Weighted Average Remaining Amortization Period in Years | |||||||||||||||||||
| Client relationships | $ | 818,781 | $ | (790,891) | $ | 27,890 | 7.4 | ||||||||||||||||
| Trademarks and domain names | 228,021 | (221,936) | 6,085 | 7.4 | |||||||||||||||||||
| Covenants not to compete | 5,221 | (4,937) | 284 | 0.5 | |||||||||||||||||||
| Total intangible assets | $ | 1,052,023 | $ | (1,017,764) | $ | 34,259 | 7.4 | ||||||||||||||||
During the year ended December 31, 2025, the Company retired $508.7 million, $138.5 million, and $5.2 million of fully amortized client relationships, trademarks and domain names, and covenants not to compete, respectively, which were no longer being utilized.
Amortization expense for intangible assets for the years ended December 31, 2025, 2024, and 2023 was $8.4 million, $16.0 million, and $25.5 million, respectively.
Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows:
| (in thousands) | Estimated Future Amortization Expense | |||||||
| 2026 | $ | 5,896 | ||||||
| 2027 | 4,586 | |||||||
| 2028 | 4,224 | |||||||
| 2029 | 3,762 | |||||||
| 2030 | 3,325 | |||||||
| Thereafter | 4,136 | |||||||
| Total | $ | 25,929 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2020 | Mar 25, 2021 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.