QVC Group, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Stock-Based Compensation

Stock-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement, Noncash Expense [Abstract]

(3) Stock-Based Compensation

The Company has granted to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), restricted stock units (“RSUs”), performance restricted stock units (“PSUs”), performance cash awards and options to purchase shares of the Company’s common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and RSAs) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

In connection with the Reverse Stock Split, each QVCGA RSU, PSU and deferred stock unit (“DSU”) outstanding immediately prior to the effective time:

i.was divided by the ratio of 1-for-50 and rounded down to the nearest whole RSU, PSU or DSU, and

ii.cash was issued in lieu of fractional RSUs, PSUs or DSUs.

Also in connection with the Reverse Stock Split, each QVCGA and QVCGB stock option and stock appreciation right (“SAR”) outstanding immediately prior to the effective time:

i.was divided by the ratio of 1-for-50 and rounded down to the nearest whole stock option or SAR, and

ii.the corresponding exercise price was multiplied by the ratio of 1-for-50 and rounded up to the nearest cent.

All other terms and restrictions of the RSUs, PSUs, DSUs, stock option and SARs, including, for example, the vesting terms, and for stock options and SARs, the expiration date, are the same as those applicable to the corresponding original RSUs, PSUs, DSUs, stock option and SARs.

Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are $7 million and $3 million of stock-based compensation during the three months ended September 30, 2025 and 2024, respectively, and $15 million and $22 million of stock-based compensation during the nine months ended September 30, 2025 and 2024, respectively.

QVC Group —Grants of Awards

During the three months ended March 31, 2025, and in connection with his employment agreement, QVC Group granted a $15 million performance cash award to our President and Chief Executive Officer, David Rawlinson II. Prior to modification of the award during the three months ended September 30, 2025, such performance cash award vested annually over three years, subject to the satisfaction of certain performance objectives. See discussion below for modification during the three months ended September 30, 2025 to the performance cash award granted to Mr. Rawlinson.

The following table presents the number of QVCGA RSUs granted by the Company during the nine months ended September 30, 2025:


	Nine months ended September 30, 2025
	Awards Granted (000's)	Weighted Average GDFV

QVCGA cash-settled RSUs (1)	2,557	N/A
QVCGA stock-settled RSUs, mainly to our President and CEO (2)	324	$	14.00

(1)Substantially all of the QVCGA cash-settled RSUs that granted during 2025 were modified and canceled during the three months ended September 30, 2025. See discussion below.

(2)The 2025 QVCGA stock-settled RSUs were modified and canceled during the three months ended September 30, 2025. See discussion below.

For cash-settled RSUs, the liability and compensation expense related to such awards is adjusted at the end of each reporting period based on the closing market price of QVCGA on the last trading day of the quarter.

For awards that are performance-based, performance objectives, which are subjective, are considered in determining the timing and amount of compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period.

QVC Group—Outstanding Awards

The following tables present the number and weighted average exercise price ("WAEP") of the options to purchase QVC Group common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.


	Series A (000's)	WAEP		Weighted average remaining life	Aggregate intrinsic value (millions)
Options outstanding at January 1, 2025	384	$	354.42
Granted	—	$	—
Exercised	—	$	—
Forfeited/Cancelled	(91)	$	572.41
Options outstanding at September 30, 2025	293	$	287.22	1.5 years	$	—
Options exercisable at September 30, 2025	293	$	287.22	1.5 years	$	—


	Series B (000's)	WAEP		Weighted average remaining life	Aggregate intrinsic value (millions)
Options outstanding at January 1, 2025	8	$	647.50
Granted	—	$	—
Exercised	—	$	—
Forfeited/Cancelled	(7)	$	674.50
Options outstanding at September 30, 2025	1	$	438.00	0.4 years	$	—
Options exercisable at September 30, 2025	1	$	438.00	0.4 years	$	—

The following table presents the number and weighted average GDFV of QVC Group stock-settled RSUs and DSUs granted to certain officers, employees and directors of the Company.


	Series A (000's)	Weighted Average GDFV		Series B (000's)	Weighted Average GDFV
Outstanding at January 1, 2025	175	$	116.85	6	$	250.50
Granted	324	$	14.00	—	$	—
Vested	(111)	$	150.72	(6)	$	250.50
Forfeited/Cancelled (1)	(343)	$	17.14	—	$	—
Outstanding at September 30, 2025	45	$	53.46	—	$	—

The following table presents the number of QVC Group cash-settled RSUs and PSUs granted to certain officers and employees of the Company.


	QVCGA RSUs (000's)	QVCGA PSUs (000's)	Total QVCGA RSUs & PSUs (000's)
Outstanding at January 1, 2025	388	717	1,105
Granted	2,557	—	2,557
Vested	(130)	(19)	(149)
Forfeited/Cancelled (1)	(2,534)	(424)	(2,958)
Outstanding at September 30, 2025	281	274	555

(1)See discussion below regarding revised compensation structure and modification made to 2025 grants of QVCGA RSUs.

Revised compensation structure

During the three months ended September 30, 2025, the Board of Directors of QVC Group and the Compensation Committee of the Board implemented a revised compensation structure for the Company. As a part of this revised compensation structure, certain officers, employees and directors of the Company were paid an aggregate of $53 million in exchange primarily for (1) cancellation of their 2025 RSU grants, as well as cancellation of one half of Mr. Rawlinson's 2025 performance cash award, (2) advance payments of the 2025 management bonus plan and (3) for certain officers, advance payments of long term incentive awards and management bonus plans that would have been granted in 2026. These advance payments, with respect to certain officers of the Company, will be subject to repayment on an after-tax basis, if certain employment and, as applicable, performance conditions are not satisfied. Those awards subject to repayment have been recorded in other current assets and other noncurrent assets and will be expensed over the relevant

service period. Substantially all of the remaining RSU’s granted in 2025 and outstanding as of September 30, 2025 will be cancelled prior to the end of 2025.

As of September 30, 2025, QVC Group reserved for issuance upon exercise of outstanding stock options approximately 293 thousand shares of QVCGA and 1 thousand shares of QVCGB.