QVC Group, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement, Noncash Expense [Abstract]

(11) 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 SG&A in the accompanying consolidated statements of operations are $16 million, $32 million and $53 million of stock-based compensation during the year-ended December 31, 2025, 2024, and 2023, 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 Mr. Rawlinson. Prior to the subsequent modification of the award during the third quarter of 2025, such performance cash award vested annually over three years, subject to the satisfaction of certain performance objectives. See discussion below for modification during 2025 to the performance cash award granted to Mr. Rawlinson.

The following table presents the number of QVCGA stock-settled RSUs and weighted average GDFV of Awards granted by the Company during the years ended December 31, 2025, 2024 and 2023:


	For the Years ended December 31,
	2025			2024			2023
	Awards Granted (000's)	Weighted Average GDFV		Awards Granted (000's)	Weighted Average GDFV		Awards Granted (000's)	Weighted Average GDFV
QVCGA stock-settled RSUs, DSUs (1)	324	$	14.00	75	$	61.47	121	$	57.94
QVCGB stock-settled RSUs	—	$	—	6	$	250.50	7	$	275.50

(1)All of the QVCGA stock-settled RSUs granted during 2025 were modified and canceled during the twelve months ended December 31, 2025. See discussion below.

Also during the year ended December 31, 2025, QVC Group granted 2.6 million performance-based, cash-settled RSUs of QVCGA to subsidiary employees and QVC Group employees. During the year ended December 31, 2024, QVC Group granted 427 thousand performance-based, cash-settled RSUs of QVCGA to subsidiary employees and QVC Group employees, and 423 thousand time-based, cash-settled RSUs of QVCGA to subsidiary employees. During the year ended December 31, 2023, QVC Group granted 407 thousand performance-based, cash settled RSUs of QVCGA to subsidiary employees. These cash-settled RSUs mainly vest over three years, subject to the satisfaction of certain performance objectives, as applicable.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 combined with the probability of satisfying the performance objectives, as applicable.

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 table presents the number and weighted average exercise price ("WAEP") of 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.


	QVC Group
	Series A						Series B
	Options (000's)	WAEP		Weighted average remaining life	Aggregate intrinsic value (in millions)		Options (000's)	WAEP		Weighted average remaining life	Aggregate intrinsic value (in millions)
Options outstanding at January 1, 2025	384	$	354.42				8	$	647.50


Forfeited/Cancelled (1)	(99)	$	557.44				(7)	$	674.50
Options outstanding and exercisable at December 31, 2025	285	$	283.66	1.3 years	$	—	1	$	438.00	0.2 years	$	—

(1)There were no options exercised during the years ended 2025 and 2024.

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
RSUs outstanding at January 1, 2025	175	$	116.85	6	$	250.50
Granted	324	$	14.00	—	$	—
Vested	(142)	$	139.65	(6)	$	250.50
Forfeited/Cancelled	(343)	$	17.14	—	$	—
RSUs outstanding at December 31, 2025	14	$	64.15	—	$	—

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)
RSUs outstanding at January 1, 2025	388	717	1,105
Granted	2,557	—	2,557
Vested	(130)	(19)	(149)
Forfeited/Cancelled	(2,603)	(432)	(3,035)
RSUs outstanding at December 31, 2025	212	266	478

Revised compensation structure

During 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 approximately $55 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.

QVC Group - Restricted Stock and Restricted Stock Units

The Company has approximately 14 thousand unvested RSUs of QVCGA and 269 unvested RSUs of Preferred Stock held by certain directors, officers and employees of the Company as of December 31, 2025. The QVCGA unvested RSUs have a weighted average GDFV of $64.15 per share and there is no incremental cost associated with the unvested Preferred Stock RSUs.

The aggregate fair value of all QVCGA, QVCGB and Preferred Stock RSAs and RSUs that vested during the years ended December 31, 2025, 2024 and 2023, was $5 million, $11 million and $13 million, respectively.

QVC Group - Exercises

As of December 31, 2025, the total unrecognized compensation cost related to unvested QVC Group Awards was approximately $6 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 0.7 years.