[Form 4] QVC Group, Inc. 8.0% Fixed Rate Cumulative Redeemable Preferred Stock Insider Trading Activity

Rhea-AI Filing Summary

Alex B. Wellen, President & Chief Growth Officer of QVC Group, Inc., reported on Form 4 that 27,027 previously granted restricted stock units (RSUs) tied to QVCGA Series A common stock were cancelled in a disposal on 08/19/2025. The filing states these RSUs are cash-settled and represent the economic equivalent of one share each. The cancellation was made in connection with revised compensation arrangements disclosed by the issuer in a Current Report filed on August 14, 2025. The RSU award had been adjusted for a 1-for-50 reverse stock split effected by the issuer on May 22, 2025, and the cancelled award would have otherwise vested in two substantially equal installments on March 15, 2026 and March 15, 2027.

Positive

• Disclosure of cancellation: The filing explicitly discloses the cancellation of 27,027 cash-settled RSUs, enhancing transparency about executive compensation changes
• Link to issuer disclosure: The cancellation is tied to a Current Report filed on August 14, 2025, providing a public reference for the revised compensation arrangements
• Reverse split adjustment documented: The Form 4 notes the 1-for-50 reverse stock split on May 22, 2025 and that award amounts were proportionately adjusted

Negative

• Reduction in potential equity holdings: The reporting person disposed of 27,027 RSUs that would have vested in two installments on March 15, 2026 and March 15, 2027
• Cash-settled nature: The RSUs are cash-settled (economic equivalent of shares) rather than delivering actual common stock, which limits dilution but also limits future share-based alignment

Insights

Securities Analyst

TL;DR: Reporting officer cancelled 27,027 cash-settled RSUs as part of revised compensation; disclosure is routine but material to officer equity holdings.

The Form 4 shows an officer-level executive, Alex B. Wellen, recorded a disposition (code D) of 27,027 restricted stock units on 08/19/2025 that are cash-settled and economically equivalent to common shares of QVCGA. The filing ties the cancellation to revised compensation arrangements disclosed by the company on August 14, 2025, and it documents the prior adjustment of award quantities due to the 1-for-50 reverse split on May 22, 2025. For investors, this transaction reduces the reporting officer's future equity exposure under these specific awards and clarifies that these units would have vested in two installments in 2026 and 2027.

Corporate Governance Expert

TL;DR: Cancellation of previously granted RSUs reflects a compensation restructuring disclosed by the issuer; disclosure meets Section 16 reporting requirements.

The filing documents compliance with Section 16 reporting by disclosing the cancellation of cash-settled RSUs rather than a market sale of shares. The explanation references the issuer's Current Report describing revised compensation arrangements, indicating the change was company-driven. The Form 4 includes standard explanatory notes about the reverse split and vesting schedule, providing transparent recordkeeping of executive award adjustments. This is a governance-level disclosure of changed compensation terms rather than executive trading for liquidity.

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

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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^*

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)
08/19/2025

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)	08/19/2025		D(2)			27,027(3)	(4)	03/15/2027	Series A Common Stock	27,027(3)	$0.0000(2)	0.0000	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 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 Alex B. Wellen	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did Alex B. Wellen report on Form 4 for QVCGA?

He reported the cancellation (disposition) of 27,027 restricted stock units (cash-settled) on 08/19/2025.

Why were the 27,027 RSUs cancelled according to the filing?

The cancellation was made in connection with revised compensation arrangements disclosed by the issuer in a Current Report filed on August 14, 2025.

Were the RSUs adjusted for any corporate actions?

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

When would the cancelled RSUs have vested?

The award would have vested in two substantially equal installments on March 15, 2026 and March 15, 2027.

Are the cancelled RSUs settled in stock or cash?

The restricted stock units are cash-settled and are the economic equivalent of one share of QVCGA common stock each.