[Form 4] QVC Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bill Wafford, identified as the issuer's CFO & CAO, reported a change in beneficial ownership for QVC Group, Inc. (QVCGA) related to previously granted restricted stock units (RSUs). On 09/25/2025 a cash-settled RSU award for 70,378 economic shares was disposed (reported as a cancellation) and, following the transaction, the reporting person holds 0 shares of that class. The filing notes these RSUs were cash settled and represented the economic equivalent of one share each, that the reporting person agreed to cancel them under revised compensation arrangements disclosed in the issuer's current report filed on 08/14/2025, and that a 1-for-50 reverse stock split was effected on 05/22/2025, which proportionately adjusted outstanding equity awards. The form was signed on 09/26/2025 by an attorney-in-fact.

Positive

• Disclosure consistency: The filing cites the issuer's prior current report (08/14/2025) explaining the revised compensation arrangements, providing clear linkage to corporate disclosure.
• Compliance: Form 4 was filed and signed via attorney-in-fact (09/26/2025), evidencing adherence to Section 16 reporting requirements.

Negative

• Loss of equity alignment: Cancellation of 70,378 cash-settled RSUs reduces the reporting officer's direct economic exposure to QVCGA equity.
• Zero reported ownership: The reporting person shows 0 shares beneficially owned following the reported disposition, which may lessen insider ownership signals.

Insights

Securities Analyst

TL;DR: Executive canceled a material RSU award of 70,378 cash-settled units, leaving no direct holdings reported.

The cancellation of 70,378 cash-settled restricted stock units by the reporting officer removes a previously outstanding potential economic interest tied to QVCGA equity. The filing explicitly ties the cancellation to revised compensation arrangements disclosed on 08/14/2025, and notes the prior 1-for-50 reverse split on 05/22/2025 that adjusted award counts. For investors, this is an insider compensation modification rather than a market trade; the officer reports 0 shares following the disposition, and the record is formalized via attorney-in-fact signature on 09/26/2025.

Corporate Governance Expert

TL;DR: Governance change: compensation arrangement revised and previously granted RSUs were cancelled and cash-settled.

The document confirms a compensation restructuring resulted in cancellation of previously granted RSUs that were cash-settled and equivalent to common shares. The filing references a specific corporate disclosure (08/14/2025) as the basis for the change and documents administrative effects of the 05/22/2025 reverse split on awards. The reporting form shows proper Section 16 reporting protocol with attorney-in-fact signature, indicating governance and compliance procedures were followed for this officer-level change.

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

OMB APPROVAL

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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).

1. Name and Address of Reporting Person^*

Wafford Bill

(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)
	CFO & CAO

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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

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	(1)	09/25/2025		D(2)			70,378(3)	(4)	03/15/2028	Series A Common Stock	70,378(3)	(2)	0	D

Explanation of Responses:

1. This previously reported restricted stock unit is cash settled and is the economic equivalent of one share of QVCGA common stock.

2. The reporting person agreed to cancel these previously granted restricted stock units in connection with the revised compensation arrangements described in the issuer's Current Report on Form 8-K filed on August 14, 2025.

3. 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.

4. This previously reported restricted stock unit award would have vested in three substantially equal installments on March 15, 2026, 2027 and 2028.

	/s/ Robert Smith, as Attorney-in-Fact for Bill Wafford	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What change did Bill Wafford report on Form 4 for QVCGA?

He reported cancellation (disposition) of 70,378 cash-settled restricted stock units on 09/25/2025, leaving 0 shares beneficially owned.

Why were the RSUs cancelled according to the filing?

The reporting person agreed to cancel the RSUs in connection with revised compensation arrangements disclosed in the issuer's current report filed on 08/14/2025.

Did the reverse stock split affect the number of RSUs?

Yes. The filing states a 1-for-50 reverse stock split effective 05/22/2025 proportionately adjusted the number of shares subject to outstanding equity awards.

When was the Form 4 signed and by whom?

The form was signed by Robert Smith as attorney-in-fact for Bill Wafford on 09/26/2025.

What is the nature of the RSUs in this filing?

The RSUs are cash-settled and are the economic equivalent of one share of QVCGA common stock each.