QVC Group CFO exercises 3,850 RSUs, returns shares

QVC Group, Inc. CFO & CAO Bill Wafford reported compensation-related equity activity involving restricted stock units and Series A common stock.

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Rhea-AI Filing Summary

QVC Group, Inc. CFO & CAO Bill Wafford reported compensation-related equity activity involving restricted stock units and Series A common stock. He exercised or converted 3,850 cash-settled restricted stock units tied to Series A common stock and briefly acquired 3,850 Series A common shares at a stated price of $0.00 per share.

Those 3,850 Series A common shares were then disposed of to the issuer, leaving him with 104 Series A common shares directly owned after the transactions. The restricted stock unit award referenced in the footnotes is scheduled to vest in two substantially equal installments on March 15, 2026 and 2027.

Insider Trade Summary

3,850 shares exercised/converted

Exercise 3 txns

Insider Wafford Bill

Role CFO & CAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (Cash Settled) - QVCGA	3,850	$0.00	$0.00
Exercise	Series A Common Stock	3,850	$0.00	$0.00
Disposition	Series A Common Stock	3,850	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units (Cash Settled) - QVCGA — 3,851 contracts (Direct); Series A Common Stock — 104 shares (Direct)

Footnotes (3)

F1. 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.
F2. Reflects prior awards of restricted stock units previously reported in Table II of the reporting person's Form 3. Each restricted stock unit was the economic equivalent of one share of QVCGA common stock and was cash settled.
F3. This restricted stock unit award vests in two substantially equal installments on March 15, 2026 and 2027.

FAQ

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What insider transactions did QVCGA CFO Bill Wafford report on this Form 4?

Bill Wafford reported exercising or converting 3,850 cash-settled restricted stock units tied to QVC Group Series A common stock and briefly acquiring 3,850 Series A common shares, which were then disposed of back to the issuer in a non-market transaction.

Did the QVCGA CFO buy or sell shares on the open market in this filing?

No open-market purchases or sales are shown. The Form 4 reports an exercise or conversion of 3,850 restricted stock units and a corresponding disposition of 3,850 Series A common shares to the issuer, both at a stated price of $0.00 per share.

How many QVCGA Series A common shares does Bill Wafford hold after the reported transactions?

After the reported transactions, Bill Wafford directly owns 104 shares of QVC Group Series A common stock. This total reflects the 3,850-share disposition back to the issuer following the derivative exercise or conversion recorded on the same transaction date.

What derivative security did the QVCGA CFO exercise or convert in this Form 4?

He exercised or converted 3,850 restricted stock units described as cash-settled and economically equivalent to one share of QVCGA common stock each. These units related to Series A common stock and carried a stated exercise or conversion price of $0.00 per unit.

How and when does the reported restricted stock unit award for QVCGA vest?

The restricted stock unit award referenced for Bill Wafford is scheduled to vest in two substantially equal installments on March 15, 2026 and March 15, 2027. These units are described as cash-settled and economically equivalent to one share of QVCGA common stock each.

Did prior corporate actions affect the QVCGA equity awards held by the reporting person?

Yes. A 1-for-50 reverse stock split effective May 22, 2025 proportionately adjusted the number of shares subject to then-outstanding equity awards, including those held by the reporting person, according to the footnote describing the reverse stock split’s impact.

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Accepted by SEC EDGAR 03/17/2026 - 04:04 PM EDT

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).

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

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)
	CFO & CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	03/15/2026		M		3,850⁽¹⁾	A	⁽²⁾	3,954⁽¹⁾⁽²⁾	D
Series A Common Stock	03/15/2026		D		3,850⁽¹⁾	D	⁽²⁾	104⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (Cash Settled) - QVCGA	⁽²⁾	03/15/2026		M			3,850⁽¹⁾	⁽³⁾	03/15/2027	Series A Common Stock	3,850⁽¹⁾	$0	3,851	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 was the economic equivalent of one share of QVCGA common stock and was cash settled.

3. This restricted stock unit award vests in two substantially equal installments on March 15, 2026 and 2027.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Katherine C. Jewell, as Attorney-in-Fact for Bill Wafford	03/17/2026
	** 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.

Source: View Original Filing on SEC EDGAR