QVC Group (QVCGA) COO exercises 4,393 RSUs, disposes shares to issuer

Rhea-AI Filing Summary

QVC Group, Inc. executive Mike Fitzharris reported routine equity compensation activity involving restricted stock units tied to QVCGA. On March 15, 2026, he exercised 4,393 cash-settled restricted stock units, converting them into the economic equivalent of 4,393 shares of Series A common stock. The same number of Series A shares was then disposed of back to the issuer, leaving him with no directly held Series A common shares from this transaction. Footnotes explain these units were previously granted awards, economically equal to one share each, and vest in two substantially equal installments on March 15, 2026 and 2027.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fitzharris Mike

(Last) (First) (Middle)

1200 WILSON DRIVE

(Street)

WEST CHESTER PA 19380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QVC Group, Inc. [ QVCGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres. QVC US & COO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	03/15/2026		M		4,393(1)	A	(2)	4,393(1)(2)	D
Series A Common Stock	03/15/2026		D		4,393(1)	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (Cash Settled) - QVCGA	(2)	03/15/2026		M			4,393(1)	(3)	03/15/2027	Series A Common Stock	4,393(1)	$0	4,394	D

Explanation of Responses:

1. On May 22, 2025, the issuer effected a 1-for-50 reverse stock split of all issued and outstanding shares of QVCGA common stock and QVCGB common stock. At the effective time of the reverse stock split, the number of shares subject to then-outstanding equity awards (including those held by the reporting person) were proportionately adjusted.

2. Reflects prior awards of restricted stock units previously reported in Table II of the reporting person's Form 3. Each restricted stock unit was the economic equivalent of one share of QVCGA common stock and was cash settled.

3. This restricted stock unit award vests in two substantially equal installments on March 15, 2026 and 2027.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Katherine C. Jewell, as Attorney-in-Fact for Mike Fitzharris	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What did QVCGA executive Mike Fitzharris report in this Form 4 filing?

Mike Fitzharris reported routine equity compensation activity. He exercised 4,393 cash-settled restricted stock units into the economic equivalent of Series A common stock and then disposed of the same number of shares back to QVC Group, Inc., leaving no shares from this grant directly held.

How many QVCGA restricted stock units did Mike Fitzharris exercise?

He exercised 4,393 restricted stock units. Each unit was the economic equivalent of one share of QVCGA Series A common stock and was cash settled, reflecting previously granted awards tied to the company’s equity compensation program for the QVC US President and COO.

Were Mike Fitzharris’s QVCGA transactions open-market buys or sells?

No, they were not open-market trades. The filing shows a derivative exercise of 4,393 restricted stock units followed by a disposition of the same number of Series A common shares to the issuer, reflecting compensation mechanics rather than market purchases or sales.

What happens to Mike Fitzharris’s QVCGA Series A holdings after these transactions?

After these transactions, his directly reported holdings of QVCGA Series A common stock from this grant are zero. He acquired 4,393 shares through an RSU exercise and then disposed of all 4,393 shares to the issuer on the same date, resulting in no remaining shares from this transaction.

How do the QVCGA restricted stock units for Mike Fitzharris vest?

The restricted stock unit award vests in two substantially equal installments on March 15, 2026 and March 15, 2027. These units represent the economic equivalent of QVCGA common stock and are designed as part of the executive’s long-term incentive compensation package at QVC Group.

Did prior corporate actions affect Mike Fitzharris’s QVCGA equity awards?

Yes. A 1-for-50 reverse stock split on May 22, 2025 proportionately adjusted the number of QVCGA and QVCGB shares subject to then-outstanding equity awards, including those held by Mike Fitzharris, aligning his awards with the new post-split share structure.