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Stock-Based Compensation | 6 Months Ended
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Jun. 30, 2025
Stock-Based Compensation |
Stock-Based Compensation | (2) 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 RSU, PSU, DSU, stock option and SAR, 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 RSU, PSU, DSU, stock option and SAR. Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are $4 million and $3 million of stock-based compensation during the three months ended June 30, 2025 and 2024, respectively, and $8 million and $19 million of stock-based compensation during the six months ended June 30, 2025 and 2024, respectively. QVC Group —Grants of Awards During the six months ended June 30, 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. Such performance cash award vests annually over three years, subject to the satisfaction of certain performance objectives. The following table presents the number of QVCGA RSUs granted by the Company during the six months ended June 30, 2025:
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six months ended
​ | ​ | June 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) | Grants mainly vest equally over three years.
| (2) | Grant to Mr. Rawlinson was made in connection with his employment agreement and vests equally over three years (see note 8).
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. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Weighted |  | Aggregate |
​ | ​ | ​ | ​ | ​ | ​ | ​ | average | ​ | intrinsic | ​
​ | ​ | Series A | ​ | ​ | ​ | ​ | remaining | ​ | value | ​
​ | ​ | (000's) | ​ | WAEP | ​ | life | ​ | (millions) | ​
Options outstanding at January 1, 2025 |  | 384 | ​ | $ | 354.42 | ​ | ​ | ​ | ​ | ​ | ​ | ​
Granted |  | — | ​ | $ | — | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercised |  | — | ​ | $ | — | ​ | ​ | ​ | ​ | ​ | ​ | ​
Forfeited/Cancelled |  | (60) | ​ | $ | 626.45 | ​ | ​ | ​ | ​ | ​ | ​ | ​
Options outstanding at June 30, 2025 |  | 324 | ​ | $ | 304.14 |  | 1.6 | years | ​ | $ | — | ​
Options exercisable at June 30, 2025 |  | 324 | ​ | $ | 304.14 |  | 1.6 | years | ​ | $ | — | ​
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Weighted |  | Aggregate |
​ | ​ | ​ | ​ | ​ | ​ | ​ | average | ​ | intrinsic | ​
​ | ​ | Series B | ​ | ​ | ​ | ​ | remaining | ​ | value | ​
​ | ​ | (000's) | ​ | WAEP | ​ | life | ​ | (millions) | ​
Options outstanding at January 1, 2025 |  | 8 | ​ | $ | 647.50 | ​ | ​ | ​ | ​ | ​ | ​ | ​
Granted |  | — | ​ | $ | — | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercised |  | — | ​ | $ | — | ​ | ​ | ​ | ​ | ​ | ​ | ​
Forfeited/Cancelled | ​ | (7) | ​ | $ | 674.50 | ​ | ​ | ​ | ​ | ​ | ​ | ​
Options outstanding at June 30, 2025 |  | 1 | ​ | $ | 438.00 |  | 0.7 | years | ​ | $ | — | ​
Options exercisable at June 30, 2025 |  | 1 | ​ | $ | 438.00 |  | 0.7 | 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. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | Weighted | ​
​ | ​ | Series A | ​ | Average | ​ | Series B | ​ | Average | ​
​ | ​ | (000's) | ​ | GDFV | ​ | (000's) | ​ | GDFV | ​
Outstanding at January 1, 2025 |  | 175 | ​ | $ | 116.85 | ​ | 6 | ​ | $ | 250.50 | ​
Granted |  | 324 | ​ | $ | 14.00 | ​ | — | ​ | $ | — | ​
Vested |  | (110) | ​ | $ | 150.40 | ​ | (6) | ​ | $ | 250.50 | ​
Forfeited/Cancelled |  | (19) | ​ | $ | 71.24 | ​ | — | ​ | $ | — | ​
Outstanding at June 30, 2025 |  | 370 | ​ | $ | 19.05 | ​ | — | ​ | $ | — |
​ ​ The following table presents the number of QVC Group cash-settled RSUs and PSUs granted to certain officers and employees of the Company. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | QVCGA | ​ | QVCGA | ​ | Total QVCGA | ​
​ | ​ | RSUs | ​ | PSUs | ​ | RSUs & PSUs | ​
​ | ​ | (000's) | ​ | (000's) | ​ | (000's) | ​
Outstanding at January 1, 2025 |  | 388 | ​ | 717 | ​ | 1,105 | ​
Granted |  | 2,557 | ​ | — | ​ | 2,557 | ​
Vested |  | (130) | ​ | (19) | ​ | (149) | ​
Forfeited/Cancelled |  | (238) | ​ | (412) | ​ | (650) | ​
Outstanding at June 30, 2025 |  | 2,577 | ​ | 286 | ​ | 2,863 | ​
​ ​ As of June 30, 2025, the total unrecognized compensation cost related to unvested Awards was approximately $34 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.0 years. As of June 30, 2025, QVC Group reserved for issuance upon exercise of outstanding stock options approximately 324 thousand shares of QVCGA and 1 thousand shares of QVCGB.

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