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Mike Fitzharris Cancels 68,573 QVCGA RSUs After Compensation Revision

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

Rhea-AI Filing Summary

Insider filing reports cancellation of previously granted restricted stock units. Mike Fitzharris, President QVC US & COO and a director, disclosed on Form 4 that 68,573 cash-settled restricted stock units tied to QVCGA were disposed of on 09/26/2025. The RSUs are the economic equivalent of one share each and were cancelled under revised compensation arrangements described in the issuer's Current Report filed on August 14, 2025. The award had been adjusted for a 1-for-50 reverse stock split effective May 22, 2025. The cancelled award would have otherwise vested in three substantially equal installments on March 15, 2026, 2027 and 2028.

Positive

  • None.

Negative

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Insights

TL;DR: Insider cancellation of RSUs reflects a compensation restructuring already disclosed by the issuer.

The Form 4 documents a cancellation of 68,573 cash-settled restricted stock units by Mike Fitzharris pursuant to revised compensation arrangements referenced in the issuer's August 14, 2025 Current Report. The filing also confirms equity award adjustments following the 1-for-50 reverse split on May 22, 2025. This is a disclosure of an agreed change to compensation terms rather than an open-market sale or grant; materiality depends on the company's disclosure context and the size of executive compensation relative to overall equity outstanding.

TL;DR: Transaction is a cancellation of previously reported RSUs; no new purchases or market sales reported.

The report shows a disposition code for 68,573 cash-settled restricted stock units on 09/26/2025, with zero shares beneficially owned following the transaction. The RSUs were subject to post-reverse-split adjustment and had vesting scheduled in March 2026–2028. The filing was executed by an attorney-in-fact and serves to update beneficial ownership records; it does not report proceeds, market trades, or new derivative positions.

Insider Fitzharris Mike
Role Pres. QVC US & COO
Type Security Shares Price Value
Disposition Restricted Stock Units (Cash Settled) - QVCGA 68,573 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units (Cash Settled) - QVCGA — 0 shares (Direct)
Footnotes (4)
  1. F1. This previously reported restricted stock unit is cash settled and is the economic equivalent of one share of QVCGA common stock.
  2. F2. 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. F3. 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. F4. This previously reported restricted stock unit award would have vested in three substantially equal installments on March 15, 2026, 2027 and 2028.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did the Form 4 filed by Mike Fitzharris (QVCGA) report?
It reported the cancellation of 68,573 cash-settled restricted stock units on 09/26/2025.

How many restricted stock units were affected and what are they equivalent to?
68,573 RSUs were affected and each is the economic equivalent of one share of QVCGA common stock.

Why were the RSUs cancelled?
The RSUs were cancelled in connection with revised compensation arrangements described in the issuer's Current Report filed August 14, 2025.

Were the RSUs adjusted for any corporate action?
Yes. On May 22, 2025 a 1-for-50 reverse stock split took effect and outstanding equity awards were proportionately adjusted.

What vesting schedule would the cancelled RSUs have had?
They would have vested in three substantially equal installments on March 15, 2026, 2027 and 2028.

Who signed the Form 4?
Signed by Robert Smith as Attorney-in-Fact for Mike Fitzharris on 09/26/2025.
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*
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)
09/26/2025
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) 09/26/2025 D(2) 68,573(3) (4) 03/15/2028 Series A Common Stock 68,573(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 Mike Fitzharris 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.

Source: View Original Filing on SEC EDGAR