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

Rhea-AI Filing Summary

David Rawlinson II, President/CEO and director of QVC Group, Inc. (QVCGA), filed a Form 4 reporting cancellation of previously granted restricted stock units (RSUs). The filing shows 324,324 RSUs were disposed (canceled) effective 08/20/2025 and that the reporting person holds 0 shares of the underlying Series A common stock following the transaction. The RSUs were contingent rights to receive one share each and had been scheduled to vest in equal installments on December 10, 2025, 2026 and 2027 before cancellation. The filing notes the RSUs were adjusted on May 22, 2025 for a 1-for-50 reverse stock split and the cancellation occurred in connection with revised compensation arrangements disclosed in the issuer’s Current Report filed August 14, 2025.

Positive

• Cancellation reduces potential future dilution: The 324,324 RSUs will no longer convert into shares, lowering possible share count expansion.
• Transaction tied to disclosed compensation changes: The filing references a prior Current Report, indicating the action follows formal corporate disclosure.

Negative

• Loss of long-term equity retention for CEO: Cancellation of RSUs removes a multi-year vesting incentive that would have aligned management with long-term shareholders.
• Material compensation change: For a senior executive, cancelling 324,324 RSUs is a significant forfeiture of previously granted equity.

Insights

Corporate Governance Expert

TL;DR: CEO canceled a large RSU award under revised pay arrangements; this reduces potential dilution but removes a future equity retention incentive.

The cancellation of 324,324 previously reported RSUs is a material compensation change for the CEO and a governance action tied to revised compensation disclosed on August 14, 2025. From a governance perspective, canceling contingent equity that would have vested over three years reduces potential future dilution and the link between long-term equity incentives and retention. However, it also means the reporting person forfeits a large portion of previously granted equity compensation, which may affect alignment with shareholders unless replaced by other long-term incentives described in the referenced Current Report. Impact is procedural and compensation-focused rather than a direct operational change.

Securities/Insider Transactions Analyst

TL;DR: Form 4 documents a non-derivative disposition of RSUs leaving the reporting person with zero beneficial ownership of the underlying shares.

The Form 4 records a D transaction dated 08/20/2025 canceling 324,324 RSUs tied to QVCGA Series A common stock, with a post-transaction beneficial holding of 0 shares. The filing clarifies these RSUs were adjusted for a 1-for-50 reverse split effective May 22, 2025 and would have vested in three equal annual installments through 12/10/2027 prior to cancellation. This is a clear, reportable insider compensation adjustment; it does not disclose any open-market purchase or sale of shares. For securities compliance, the filing properly documents the change and cites the issuer’s prior Current Report for context.

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).

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^*

Rawlinson David

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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 - QVCGA	(1)	08/20/2025		D(2)			324,324(3)	(4)	12/10/2027	Series A Common Stock	324,324(3)	(2)	0.0000	D

Explanation of Responses:

1. This previously reported restricted stock unit represents a contingent right to receive 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 equal installments on December 10, 2025, 2026 and 2027.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Brittany A. Uthoff as Attorney-in-Fact for David Rawlinson II	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 did David Rawlinson II report on his Form 4 for QVCGA?

The Form 4 reports the cancellation (disposition) of 324,324 restricted stock units on 08/20/2025, leaving the reporting person with 0 underlying shares.

Why were the restricted stock units adjusted before cancellation?

The filing states the RSUs were proportionately adjusted due to a 1-for-50 reverse stock split effective 05/22/2025.

When would the canceled RSUs have vested if not canceled?

The RSU award would have vested in equal installments on 12/10/2025, 12/10/2026, and 12/10/2027.

Was the cancellation part of a disclosed compensation change?

Yes; the filing states the RSUs were canceled in connection with revised compensation arrangements described in the issuer’s Current Report filed 08/14/2025.

Does the Form 4 show any open-market buying or selling of QVCGA shares?

No; the Form 4 reports the cancellation of RSUs (a non-derivative disposition) and does not show any open-market purchase or sale transactions.