STOCK TITAN

QVC Group Insider Cancels 60,261 RSUs After Reverse Split Adjustment

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Stacy Bowe, President of HSN Brand & US Merch at QVC Group, Inc. (QVCGA), reports a cancellation of previously granted restricted stock units. The filing discloses that 60,261 cash-settled restricted stock units (each economically equivalent to one share of QVCGA common stock after the issuer's reverse 1-for-50 split) were cancelled in connection with revised compensation arrangements, reducing the reporting person’s previously disclosed derivative holding to zero. The cancelled award had originally been scheduled to vest in three equal installments through March 15, 2028, and the RSUs had been adjusted for a prior reverse stock split.

Positive

  • Reduces potential dilution from the previously reported 60,261 cash-settled RSUs now cancelled
  • Disclosure notes RSUs were adjusted for an earlier 1-for-50 reverse stock split, preserving comparability of reported amounts

Negative

  • Cancellation of 60,261 RSUs removes a potential future equity grant for the reporting officer
  • Filing lacks details on any replacement compensation or cash settlement terms, limiting transparency for investors

Insights

TL;DR: Cancellation of 60,261 cash-settled RSUs removes a previously disclosed potential equity stake but appears administrative to compensation restructuring.

The cancellation of a sizeable restricted stock unit award eliminates a future equity payout that had been adjusted following a 1-for-50 reverse split. For investors, this reduces potential dilution from these specific awards and removes an executive-held, cash-settled exposure tied to QVCGA common stock. The filing does not disclose replacement awards, cash payments, or the impact on executive total compensation, limiting assessment of materiality.

TL;DR: Governance change: previously granted RSUs were cancelled under revised compensation terms, signaling a compensation restructuring.

From a governance perspective, cancelling previously granted equity awards as part of revised compensation arrangements is noteworthy because it alters the alignment between executive pay and shareholder equity. The filing states the RSUs were cash-settled and scheduled to vest through 2028, but now are cancelled. The disclosure lacks detail on the revised package or board approvals, which are important for evaluating incentive alignment and disclosure quality.

Insider Bowe Stacy
Role Pres. HSN Brand & US Merch
Type Security Shares Price Value
Disposition Restricted Stock Units (Cash Settled) - QVCGA 60,261 $0.00 --
Holdings After Transaction: Restricted Stock Units (Cash Settled) - QVCGA — 0 shares (Direct)
Footnotes (1)
  1. This previously reported restricted stock unit is cash settled and is the economic equivalent of one share of QVCGA common stock. 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. 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. This previously reported restricted stock unit award would have vested in three substantially equal installments on March 15, 2026, 2027 and 2028.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Bowe Stacy

(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. HSN Brand & US Merch
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) 60,261(3) (4) 03/15/2028 Series A Common Stock 60,261(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 Stacy Bowe 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Stacy Bowe report on Form 4 for QVCGA?

The Form 4 reports the cancellation of 60,261 cash-settled restricted stock units tied to QVCGA common stock.

Were the cancelled RSUs adjusted for any corporate action?

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

Did the cancelled RSU award have remaining vesting schedule?

Yes. The award had been scheduled to vest in three substantially equal installments through March 15, 2028 before cancellation.

Does the filing disclose any replacement awards or cash payment?

No. The Form 4 states the RSUs were cancelled in connection with revised compensation arrangements but does not disclose replacement awards or settlement details.

How many RSUs does Stacy Bowe own after this transaction?

Following the reported transaction, the number of derivative securities reported as beneficially owned is zero for the cancelled RSUs.

What is the economic nature of the cancelled RSUs?

The filing specifies these are cash-settled restricted stock units, each economically equivalent to one share of QVCGA common stock.