QVC Group (QVCGA) CFO’s 13,201 RSUs vest; 4,565 shares withheld for tax

Rhea-AI Filing Summary

QVC Group, Inc. disclosed that CFO & CAO Bill Wafford had previously granted restricted stock units in QVCGA common stock vest in full on March 20, 2026. On that date, he exercised 13,201 restricted stock units into 13,201 shares of Series A Common Stock at an exercise price of $0.00 per share. To cover tax obligations from this vesting, 4,565 shares were withheld at a price of $2.86 per share, leaving Wafford with 8,740 shares of QVCGA Series A Common Stock held directly after the transactions.

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^*

Wafford Bill

(Last) (First) (Middle)

1200 WILSON DRIVE

(Street)

WEST CHESTER PENNSYLVANIA 19380

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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

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

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

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	03/20/2026		M		13,201(1)	A	(2)	13,305(1)(2)	D
Series A Common Stock	03/20/2026		F(3)		4,565	D	$2.86	8,740	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 - QVCGA	(2)	03/20/2026		M			13,201(1)	(4)	(4)	Series A Common Stock	13,201(1)	$0	0	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 represented a contingent right to receive one share of QVCGA common stock. As of the date of this filing, the total reported in Column 5 includes 13,201 shares of QVCGA common stock underlying restricted stock units previously reported in Table II and 104 shares of QVCGA common stock, each as adjusted for the reverse stock split.

3. Represents shares withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units.

4. On May 23, 2023, the reporting person was granted 13,201 restricted stock units (as adjusted for the reverse stock split), vesting in full on March 20, 2026.

	/s/ Katherine C. Jewell, as Attorney-in-Fact for Bill Wafford	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did QVCGA CFO Bill Wafford report?

Bill Wafford reported the vesting and exercise of 13,201 restricted stock units into 13,201 shares of QVCGA Series A Common Stock. These awards were previously granted and represented equity compensation rather than an open-market stock purchase.

How many QVCGA shares did Bill Wafford receive and retain after the Form 4 event?

He received 13,201 shares of QVCGA Series A Common Stock upon RSU vesting. After 4,565 shares were withheld to satisfy tax liabilities, his direct holdings totaled 8,740 shares following the reported transactions.

Was the QVCGA insider transaction by Bill Wafford a market buy or sell?

No, the filing shows a compensation-related event. Wafford’s 13,201 restricted stock units vested and converted into common shares, with 4,565 shares withheld to pay taxes, rather than shares being bought or sold on the open market.

What price was used for the QVCGA tax withholding shares?

The shares withheld for taxes were valued at $2.86 per share. A total of 4,565 QVCGA Series A Common Stock shares were withheld at this price to cover Bill Wafford’s tax liability from the restricted stock unit vesting.

When were the QVCGA restricted stock units originally granted to Bill Wafford?

The filing notes that Wafford was granted 13,201 restricted stock units on May 23, 2023, adjusted for a later reverse stock split. These units vested in full on March 20, 2026, triggering the reported share issuance and related tax withholding.

How did QVCGA’s reverse stock split affect Bill Wafford’s equity awards?

A 1-for-50 reverse stock split on May 22, 2025 proportionately adjusted all outstanding equity awards. Wafford’s restricted stock units were restated so that 13,201 units, post-split, each continued to represent one share of QVCGA common stock upon vesting.