Thryv agrees to sell print directories business to Carolwood for $142 million

Thryv Holdings, Inc. said it has signed a definitive agreement to sell its print directories business to Carolwood L.P. for $142 million in cash, marking a further step away from legacy print and toward its AI-powered software platform for local service businesses. The Nasdaq-listed company, ticker THRY, disclosed the Asset Purchase Agreement in a Form 8-K (AccNo 0001556739-26-000042) filed September 14, 2026, with an earliest event date of September 12.

What is being sold — and what stays

The business covered by the agreement includes Print Yellow and White Pages in the United States, Australia, and New Zealand, the digital editions of those print directories, and Australia White Pages online. Thryv's Internet Yellow Pages, or IYP, and other online properties are excluded from the sale and will remain with the company.

In the Form 8-K, the seller is Thryv, Inc., a wholly owned subsidiary of Thryv Holdings. The buyer named in Item 1.01 is Coldwater YP, LLC, described as an affiliate of Carolwood, L.P. The accompanying press release frames the counterparty as Carolwood L.P. Those two descriptions sit together: Carolwood is the private equity firm presented publicly, and Coldwater YP is the purchasing entity on the agreement.

Cash consideration is $142 million, subject to customary purchase price adjustments. The Purchase Agreement includes customary representations, warranties, and covenants, provides for representation and warranty insurance, and is subject to customary closing adjustments and termination provisions.

Timing, proceeds, and transition support

Thryv expects the transaction to close in the fourth quarter of 2026, subject to customary closing conditions. Closing is not presented as completed in this filing.

The company intends to use net proceeds to repay outstanding debt and other liabilities, which it says would further strengthen the balance sheet. How much debt will be repaid, which facilities will be reduced, and what adjusted net proceeds will be after closing adjustments are not stated.

After closing, Thryv and Carolwood plan to enter a management services agreement under which Thryv will provide certain services to support continuity of operations for a period. Fee terms, service scope, and duration remain unspecified in the press release and the Item 1.01 summary.

Why Thryv is exiting print

Chief Executive Officer and Chairman Joe Walsh cast the sale as part of concentrating strategy and resources on Thryv's AI-powered Growth Platform. He said the company believes divesting the Business to Carolwood is the best outcome for stakeholders and noted Carolwood's experience acquiring and operating established businesses, including a stated commitment to existing customer and employee relationships.

The release ties the announcement to a previously disclosed restructuring and to the August launch of the Thryv Growth Platform, describing the combination as underscoring a completed business transformation path. Those references are company framing from the release; restructuring terms and Growth Platform metrics are outside this Form 8-K.

Carolwood is described in the release as an independent, multi-strategy private equity firm based in Los Angeles and founded in 2014, focused on assets with repositioning potential. That biography comes from the furnished release rather than an independent appraisal of the buyer.

Advisors and open questions

Thryv named Kroll Investment Banking as exclusive financial advisor and Holland & Knight LLP as legal counsel. Sheppard, Mullin, Richter & Hampton LLP served as legal counsel to Carolwood. Those are the advisors the companies named in the release.

Several material points remain outside this disclosure. Historical revenue or EBITDA for the print Business, employee or print-customer transfer counts, and the size of any purchase-price adjustment are not quantified. Closing inside the fourth-quarter window remains an expectation subject to customary conditions, not a completed event in this filing.

Filing reference

Thryv Holdings, Inc. disclosed the print directories sale in Form 8-K AccNo 0001556739-26-000042 (Items 1.01 and 9.01; earliest event September 12, 2026; filed September 14, 2026), with Exhibit 2.1 Asset Purchase Agreement and Exhibit 99.1 press release dated September 14, 2026.