QVC Group Inc.

09/26/2025 | Press release | Distributed by Public on 09/26/2025 19:06

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fitzharris Mike
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. QVC US & COO
(Last) (First) (Middle)
1200 WILSON DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025
(Street)
WEST CHESTER, PA 19380
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) 09/26/2025 D(2) 68,573(3) (4) 03/15/2028 Series A Common Stock 68,573(3) (2) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fitzharris Mike
1200 WILSON DRIVE
WEST CHESTER, PA 19380
Pres. QVC US & COO

Signatures

/s/ Robert Smith, as Attorney-in-Fact for Mike Fitzharris 09/26/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
QVC Group Inc. published this content on September 26, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 27, 2025 at 01:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]