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

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Eve DelSoldo, General Counsel of QVC Group, Inc. (ticker QVCGA), reported a change in beneficial ownership relating to previously granted restricted stock units that are cash-settled and economically equivalent to one share of QVCGA common stock. On 09/25/2025 the reporting person agreed to cancel 45,048 restricted stock units in connection with revised compensation arrangements described in the issuer's Current Report filed on August 14, 2025. The cancelled award had been adjusted for a 1-for-50 reverse stock split effected on May 22, 2025. The award would have vested in three substantially equal installments on March 15, 2026, 2027 and 2028 had it not been cancelled. The Form 4 was signed by an attorney-in-fact on 09/26/2025.

Positive
  • Cancellation disclosed and explained: The Form 4 links the RSU cancellation to the issuer's revised compensation arrangements disclosed in a Current Report dated August 14, 2025.
  • Award adjustment disclosed: The filing notes the RSUs were proportionately adjusted for the 1-for-50 reverse stock split effected May 22, 2025.
  • Full detail on vesting schedule: The original vesting schedule (March 15, 2026, 2027, 2028) is provided for transparency.
Negative
  • Reduction in insider economic exposure: The reporting person agreed to cancel 45,048 cash-settled restricted stock units, reducing potential future ownership from this award to 0.
  • Forfeiture of future vesting: The cancelled units would have vested in three installments through March 15, 2028, so potential future compensation was removed.

Insights

TL;DR Insider cancellation of 45,048 cash-settled RSUs reduces reported beneficial holdings to zero for this award.

The filing documents a cancellation (disposition) of 45,048 previously reported restricted stock units for the reporting person, with the units described as cash-settled and economically equivalent to one share each. The filing cites a company Current Report (Aug 14, 2025) as the basis for revised compensation arrangements that produced the cancellation. The grant had been adjusted for a 1-for-50 reverse split effective May 22, 2025 and would have vested in three equal installments beginning March 15, 2026. For investors, this is a non-cash technical change to equity awards and a disclosure of insider compensation adjustments rather than a market transaction in open-market shares.

TL;DR Governance action: company and officer revised compensation, resulting in cancellation of specific RSUs; disclosure is clear and specific.

The Form 4 clearly ties the cancellation of the 45,048 cash-settled restricted stock units to revised compensation arrangements previously disclosed by the issuer. It notes that award quantities were proportionately adjusted for a 1-for-50 reverse split. The cancelled award had scheduled vesting dates in 2026–2028, indicating the change affects future potential insider alignment with long-term equity incentives. The filing is signed by an attorney-in-fact and documents the material details required under Section 16 reporting rules.

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*
DelSoldo Eve

(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)
General Counsel - QVCG
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) 45,048(3) (4) 03/15/2028 Series A Common Stock 45,048(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 Eve DelSoldo 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 did Eve DelSoldo report on Form 4 for QVCGA?

The report discloses the cancellation (disposition) of 45,048 cash-settled restricted stock units on 09/25/2025 related to revised compensation arrangements.

Does the Form 4 show any shares acquired by the reporting person?

No. The filing reports a disposition (cancellation) of previously granted restricted stock units; post-transaction ownership for this award is shown as 0.

Were the restricted stock units 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 effective May 22, 2025.

What vesting schedule was associated with the cancelled RSUs?

The cancelled restricted stock unit award would have vested in three substantially equal installments on March 15, 2026, 2027 and 2028.

Why were the RSUs cancelled?

The filing states the reporting person agreed to cancel the RSUs in connection with the issuer's revised compensation arrangements described in a Current Report filed on August 14, 2025.
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8.87%
Internet Retail
Retail-catalog & Mail-order Houses
Link
United States
WEST CHESTER