[8-K] QVC Group, Inc. 8.0% Fixed Rate Cumulative Redeemable Preferred Stock Reports Material Event

Rhea-AI Filing Summary

QVC Group, Inc. is guaranteeing cash payments to eligible employees who remain employed through the end of 2026. Nine senior executives, including Messrs. Rawlinson and Wafford, will receive payments equal to 50% of their 2025 target variable compensation and 100% of their 2026 target variable compensation. All other eligible employees (excluding those nine) will receive 50% of their target variable compensation for both 2025 and 2026. Except for the senior executives, these Guaranteed Compensation amounts will be earned and paid quarterly through the end of 2026. A portion of the senior executives' Guaranteed Compensation is contingent on meeting specified performance conditions. The company will prepay the Guaranteed Compensation for the senior executives and certain existing retention benefits for other specified employees; prepaid amounts to senior executives must be repaid on an after-tax basis if certain employment or performance conditions are not met. Payments for Messrs. Rawlinson and Wafford are described as aligned with the approximate 50th percentile of peer executive compensation.

Positive

• Retention-focused design: Guaranteed Compensation and prepayments are intended to retain key employees through 2026.
• Performance linkage for senior executives: A portion of senior executives' payments is conditioned on meeting performance goals, adding accountability.
• Benchmarking noted: Payments for Messrs. Rawlinson and Wafford are aligned with the approximate 50th percentile of peer compensation, indicating use of market data.

Negative

• Limited disclosure of financial impact: The filing does not state aggregate cost or impact on operating expenses or cash flow.
• Insufficient detail on performance metrics: Specific performance conditions and repayment triggers for prepaid amounts are not disclosed.
• Potential governance concern: Prepayments subject only to limited repayment conditions could be seen as reducing downside for executives without full transparency.

Insights

Compensation Analyst

TL;DR: The plan uses guaranteed and prepaid awards to secure retention, with performance conditions for seniors to align pay with results.

The company has implemented multi-year guaranteed cash awards and prepaid retention to reduce turnover risk during a transition period. Structuring senior executive pay as 50% of 2025 target and 100% of 2026 target, with performance conditions and clawback-style repayment if conditions fail, balances retention with accountability. Quarterly payout mechanics for non-senior staff suggest sustained cash flow impact through 2026. Stating that two named executives are paid near the 50th peer percentile signals benchmarking but provides no peer data or total cost, limiting assessment of overall compensation expense impact.

Corporate Governance Expert

TL;DR: Prepayment and conditional repayment mechanisms raise governance considerations around incentives and shareholder disclosure.

Prepaying compensation and retention benefits can strengthen retention but elevates governance scrutiny: prepaid awards that require repayment only on limited conditions may be perceived as golden parachute-like protections if employment terminates for reasons not tied to performance. The inclusion of performance contingencies for senior executives mitigates this risk somewhat. The disclosure names two executives and general mechanics but lacks specifics on performance metrics, total expense, and repayment triggers, which are material for evaluating board oversight and shareholder alignment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 12, 2025

QVC GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33982		84-1288730
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1200 Wilson Drive

West Chester, PA 19380

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (484) 701-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Series A common stock	QVCGA	The Nasdaq Stock Market LLC
Series B common stock	QVCGB	*
8.0% Series A Cumulative Redeemable Preferred Stock	QVCGP	The Nasdaq Stock Market LLC

* The registrant’s Series B Common Stock trades on the OTCQB Venture Market as of May 28, 2025. 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Board of Directors (the “Board”) of QVC Group, Inc. (the “Company”) and the Compensation Committee of the Board, with the advice of their independent compensation consultant and legal advisors, have conducted a comprehensive review of the Company’s compensation programs. As a result of this review, the Board and the Compensation Committee have determined that the historic compensation structure and related performance metrics would benefit from certain changes designed to improve the effectiveness of such programs in motivating and incentivizing the Company’s workforce. To that end, the Board and the Company implemented the following revised compensation structure for the Company’s senior executives (including David Rawlinson, our President and Chief Executive Officer, and Bill Wafford, our Chief Financial Officer and Chief Administrative Officer, as discussed in more detail below). A revised compensation structure is also being implemented for a large number of existing participants in the Company’s incentive compensation programs (the details of which vary by jurisdiction) (these participants, together with the Senior Executives (as defined below), the “Eligible Employees”):

· The Company has determined to guarantee to each Eligible Employee who remains employed through the end of 2026 cash payments generally equal to the following: (i) for nine senior executives (including Messrs. Rawlinson and Wafford) (the “Senior Executives”), 50% of their target variable compensation for 2025 and 100% of their target variable compensation for 2026, and (ii) for all other Eligible Employees (except the Senior Executives), 50% of their target variable compensation for 2025 and 2026 (the payments described in (i) and (ii), the “Guaranteed Compensation”). With the exception of the Senior Executives as described below, this Guaranteed Compensation will be earned and paid on a quarterly basis through the end of 2026. Payments for Messrs. Rawlinson and Wafford are in line with the approximate 50^th percentile of peer companies’ compensation for comparable executive officers.

o To ensure that the Senior Executives are motivated to achieve important operational goals of the Company, a portion of their Guaranteed Compensation is subject to meeting certain performance conditions.

o All other Eligible Employees (except the Senior Executives) remain eligible to earn the portion of their annual bonus that is not part of the Guaranteed Compensation.

· To provide a stronger retention benefit to certain employees, the Company has agreed to prepay (i) the Guaranteed Compensation for the Senior Executives and (ii) existing retention benefits for other specified employees (including the Senior Executives). Prepaid compensation to Senior Executives will be subject to repayment on an after-tax basis if certain employment and, as applicable, performance conditions are not satisfied.

We believe this compensation structure will be effective in retaining Eligible Employees and in motivating them to achieve important operational goals of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2025

QVC GROUP, INC.
By:	/s/ Katherine C. Jewell
	Name:	Katherine C. Jewell
	Title:	Vice President and Secretary

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FAQ

What guaranteed payments did QVCGP approve for senior executives?

The company guaranteed senior executives will receive 50% of 2025 target variable compensation and 100% of 2026 target variable compensation, with part subject to performance conditions.

How are other eligible employees compensated under the guarantee?

All other eligible employees (excluding the nine senior executives) will receive 50% of their target variable compensation for both 2025 and 2026, paid quarterly through 2026.

Are any payments being prepaid and are they recoverable?

Yes, the company will prepay the Guaranteed Compensation for senior executives and certain retention benefits for other employees; prepaid amounts to senior executives are subject to after-tax repayment if specified employment or performance conditions are not met.

Which executives were named in the disclosure?

The disclosure specifically names Messrs. Rawlinson and Wafford as senior executives referenced in the compensation discussion.

Does the filing disclose the total cost of these guarantees?

No. The filing does not provide an aggregate dollar amount or estimated impact on the company’s financial statements.