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

Stock Options and Other Share-Based Awards Stock Options and Other Share- Based Awards

v3.25.0.1
Stock Options and Other Share-Based Awards Stock Options and Other Share- Based Awards
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock Options and Other Share-Based Payments Stock-Based Compensation
Certain QVC employees and officers may receive stock options ("Options") and restricted stock units ("RSUs") in Series A QVC Group common stock (“QVCGA” and prior to QVC Group’s name change, “QRTEA”) in accordance with QVC Group's Incentive Plan (the "QVC Group Incentive Plan").
(a) Stock options
A summary of the activity of the QVC Group Incentive Plans with respect to the QVCGA Options granted to QVC employees and officers as of and during the year ended December 31, 2024 is presented below:
Options
(000's)
Weighted
average
exercise
price
Aggregate
intrinsic
value
(000s)
Weighted average remaining
life
(years)
Outstanding as of January 1, 2024 13,430  $ 8.70  $ —  2.1
Exercised —  — 
Forfeited/Cancelled (3,531) 10.19 
Outstanding as of December 31, 2024 9,899  8.17  —  1.6
Exercisable as of December 31, 2024 9,899  $ 8.17  $ —  1.6
Upon employee exercise of the Options, the exercise price is remitted to QVC Group in exchange for the shares. The aggregate intrinsic value of all Options exercised was $1 million for the year ended December 31, 2022. There were no options exercised during the years ended December 31, 2024 and 2023. The fair value of the Options is recognized as expense over the requisite service period.
During the years ended December 31, 2024, 2023 and 2022, the Company recorded $2 million, $4 million and $5 million, respectively, of stock-based compensation expense related to the Options.
(b) Restricted stock units
A summary of the activity of the QVC Group Incentive Plans with respect to the QVCGA RSUs granted to QVC employees and officers as of and during the year ended December 31, 2024 is presented below:
Restricted shares
(000's)
Weighted average
grant date fair value
Outstanding as of January 1, 2024 29,154  $ 2.20 
Granted 38,866  1.23 
Vested (6,081) 3.83 
Forfeited/Cancelled (8,050) 1.57 
Outstanding as of December 31, 2024 53,889  1.41 
During the year ended December 31, 2024, QVC employees and officers were granted 35 million of combined performance and time based, cash-settled RSUs. These RSUs vest over three years. The performance based cash settled RSU's are also subject to the satisfaction of certain performance objectives. 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.
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.

During the years ended December 31, 2024, 2023 and 2022, the Company recorded $18 million, $32 million and $27 million, respectively, of stock-based compensation expense related to these awards. As of December 31, 2024, the total unrecognized compensation cost related to unvested RSUs of common stock and cash settled RSUs was $8 million. Such amount will be recognized in the Company's consolidated statement of operations over a weighted average period of 1.9 years.
Fair value of RSUs is calculated based on the market price on the day the shares are granted. The weighted average grant date fair value of the QVCGA RSUs granted to QVC employees and officers during the years ended December 31, 2024, 2023 and 2022 was $1.23, $1.27, and $3.71, respectively.
The aggregate fair value of all RSUs of common stock that vested during the years ended December 31, 2024, 2023 and 2022 was $23 million, $31 million and $13 million, respectively.