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

Rhea-AI Filing Summary

Alex Wellen, President & Chief Growth Officer of QVC Group, Inc. (QVCGA), reported the disposition of 63,675 restricted stock units (RSUs) that are cash-settled and economically equivalent to one share each. The Form 4 shows these RSUs were cancelled on 09/25/2025 as part of revised compensation arrangements disclosed by the issuer on August 14, 2025. The filing notes a 1-for-50 reverse stock split effective May 22, 2025, which proportionately adjusted outstanding equity awards. The cancelled RSUs would have vested in three equal installments on March 15, 2026, 2027 and 2028.

Positive

• RSUs were cash-settled, meaning the awards were economic equivalents of shares rather than issuing new shares, which may avoid dilution to existing shareholders

Negative

• 63,675 previously granted RSUs were cancelled, removing potential future economic interest for the reporting officer that would have vested through March 15, 2028

Insights

Securities Analyst

TL;DR: Reporting officer cancelled 63,675 cash-settled RSUs; reverse split already adjusted award amounts.

The Form 4 documents a cancellation (transaction code D) of previously granted, cash-settled restricted stock units totaling 63,675 units for reporting person Alex Wellen on 09/25/2025. The filing explicitly ties the cancellation to revised compensation arrangements disclosed on August 14, 2025, and confirms that a 1-for-50 reverse split on May 22, 2025 adjusted outstanding awards proportionately. There is no exercise, new acquisition, or change in direct share ownership reported here.

Corporate Governance Expert

TL;DR: Compensation restructuring led to cancellation of vested-schedule RSUs; disclosure is routine but material to insider holdings.

The document states these RSUs were cash-settled and would have vested in three equal installments through March 15, 2028, indicating future economic rights were removed by cancellation. The filing was executed by an attorney-in-fact and references issuer disclosures for the rationale. The record is factual and limited to insider compensation and equity award adjustments; it contains no additional operational or financial performance data.

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).

1. Name and Address of Reporting Person^*

Wellen Alex Benson

(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. & Chf Grwth Oficr - 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)			63,675(3)	(4)	03/15/2028	Series A Common Stock	63,675(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/ Katherine C. Jewell, as Attorney-in-Fact for Alex Wellen	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).
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FAQ

What did Alex Wellen report on Form 4 for QVCGA?

The Form 4 reports the cancellation on 09/25/2025 of 63,675 cash-settled restricted stock units previously granted to Alex Wellen.

Were the RSUs converted or adjusted for the reverse split for QVCGA?

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

Would the cancelled RSUs have vested for QVCGA and when?

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

Why were the RSUs cancelled according to the filing?

The filing explains the reporting person agreed to cancel the RSUs in connection with revised compensation arrangements described in the issuer's Current Report filed on August 14, 2025.

Does the Form 4 show any new acquisitions or exercises by the reporting person?

No. The Form 4 shows a disposition/cancellation of previously reported RSUs and does not report any new acquisitions or exercises.