qvcga-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33982

QVC GROUP, INC.

(Exact name of Registrant as specified in its charter)


State of Delaware (State or other jurisdiction of incorporation or organization)			84-1288730 (I.R.S. Employer Identification No.)

1200 Wilson Dr. West Chester, Pennsylvania (Address of principal executive offices)			19380 (Zip Code)

Registrant's telephone number, including area code: (484) 701-1000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Series A common stock	QVCAQ	OTCID Basic Market
Series B common stock	QVCGQ	OTCID Basic Market
8.0% Series A Cumulative Redeemable Preferred Stock	QVCPQ	OTCID Basic Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o

Accelerated Filer o

Non-accelerated Filer

☒

Smaller Reporting Company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of outstanding shares of QVC Group, Inc.'s common stock as of April 30, 2026 was:


Series A common stock			7,911,869
Series B common stock			182,233

Table of Contents


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
QVC GROUP, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (unaudited)			I-5
QVC GROUP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (unaudited)			I-7
QVC GROUP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited)			I-8
QVC GROUP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited)			I-9
QVC GROUP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Equity (unaudited)			I-10
QVC GROUP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited)			I-11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			I-27
Item 3. Quantitative and Qualitative Disclosures about Market Risk			I-39
Item 4. Controls and Procedures			I-40

PART II - OTHER INFORMATION			II-1
Item 1. Legal Proceedings			II-1
Item 1A. Risk Factors			II-1
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			II-1
Item 5. Other Information			II-1
Item 6. Exhibits			II-2

SIGNATURES			II-3

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Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding business, product and marketing strategies, including the outcome and effects of the Chapter 11 Cases (as defined below) (including our ability to successfully emerge from the process and the timing thereof); QVC’s WIN strategy; revenue growth at QVC; synergies; economic and macroeconomic trends (including the impact of tariffs); statements regarding the carrying value of intangible assets; our ability to continue as a going concern; projected sources and uses of cash; repayment of debt; fluctuations in interest rates and foreign currency exchange rates; and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. You should not place undue reliance on these forward-looking statements made in this Quarterly Report on Form 10-Q. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

•our ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases;

•potential adverse effects of the Chapter 11 Cases on our liquidity and results of operations, including increased legal and other professional costs necessary to execute our restructuring process (including the availability of operating capital during the pendency of the Chapter 11 Cases);

•objections to the confirmation of our Plan (as defined below) or other pleadings we file that could protract the Chapter 11 Cases;

•the Bankruptcy Court’s rulings in the Chapter 11 Cases, and the outcome of the Chapter 11 Cases generally;

•the length of time that we will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings;

•the impact of the delisting and downgrade of our capital stock from the Nasdaq Capital Market and OTCQB Venture Market, as applicable;

•our ability to comply with the restrictions imposed by the terms and conditions of certain financing arrangements;

•the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders;

•customer demand for our products and services and our ability to attract new customers and retain existing customers by anticipating customer demand and adapting to changes in demand;

•our competitive industry and competitor responses to our products and services;

•increased digital TV penetration and the impact on channel positioning of our programs;

•the levels of online traffic on our businesses' websites and our ability to convert visitors into customers or contributors;

•uncertainties inherent in the development and integration of new business lines and business strategies;

•our future financial performance and condition, including availability, terms, deployment of capital and our level of indebtedness;

•our ability to continue as a going concern;

•our ability to effectively manage our installment sales plans and revolving credit card programs;

•the cost and ability of shipping companies, manufacturers, suppliers, digital marketing channels, and vendors to deliver products, equipment, software and services;

•the outcome of any pending or threatened litigation;

•the impact of the seasonality of our businesses;

•changes in, or failure or inability to comply with, government regulations, including, regulations of the Federal Communications Commission and commitments and adverse outcomes from regulatory proceedings;

•new regulations and varied governmental and non-governmental perspectives on corporate sustainability;

•changes in the nature of key strategic relationships with partners, distributors, suppliers and vendors, including our increased reliance on social media platforms as a marketing tool;

•domestic and international economic and business conditions and industry trends, including the impact of the United Kingdom's (“U.K.”) withdrawal from the European Union and the impact of inflation and increased labor costs;

•increases in market interest rates;

•changes and uncertainty surrounding tariffs, trade policy and trade relations with China, the United Kingdom and other countries;

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•consumer spending levels, including the availability and amount of individual consumer debt and customer credit losses;

•matters relating to our debt and other financial obligations and ability to meet those obligations, including covenants in our debt agreements;

•downgrades to QVC’s credit ratings;

•the impairment of our goodwill and intangible assets;

•system interruption and the lack of integration and redundancy in the systems and infrastructures of our businesses;

•advertising spending levels;

•changes in distribution and viewing of television programming, including the expanded deployment of video on demand technologies and internet protocol television and their impact on home shopping programming;

•rapid technological changes, including the increased use of artificial intelligence by us and our competitors;

•failure to protect the security of personal information, including as a result of cybersecurity threats and cybersecurity incidents, subjecting us to potentially costly government enforcement actions and/or private litigation and reputational damage;

•the regulatory and competitive environment of the industries in which we operate;

•natural disasters, public health crises, political crises, and other catastrophic events or other events outside of our control, including climate change;

•threatened terrorist attacks, political and economic unrest in international markets and ongoing military action around the world;

•failure to successfully implement business improvement initiatives and growth strategies;

•fluctuations in foreign currency exchange rates;

•the reaction of our customers, prospective customers, suppliers and service providers to the Chapter 11 Cases and the related increased performance and credit risks associated with our constrained liquidity position and capital structure; and

•our ability to attract and retain skilled personnel on commercially reasonable terms, whether due to labor regulations, unionization or otherwise, or to retain employees as a result of our financial condition generally or as a result of the Chapter 11 Cases.

For additional risk factors, please see Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 10-K”). These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report on Form 10-Q, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except as required by law.

The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and the 2025 10-K.

The information herein relates to QVC Group, Inc. and its controlled subsidiaries (collectively “QVC Group,” the “Company,” “Consolidated QVC Group,” “us,” “we” or “our” unless the context otherwise requires).

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Item 1. Financial Statements

QVC GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited)


	March 31, 2026		December 31, 2025

	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	1,684	1,972
Trade and other receivables, net of allowance for credit losses of $75 million and $79 million, respectively	776		1,040
Inventories	1,004		972
Other current assets	284		239
Total current assets	3,748		4,223
Property and equipment, net of accumulated depreciation of $977 million and $974 million, respectively	384		401
Intangible assets not subject to amortization (note 5):
Goodwill	782		800
Tradenames	1,190		1,190
	1,972		1,990
Intangible assets subject to amortization, net (note 5)	298		336
Operating lease right-of-use assets	557		570
Other assets, at cost, net of accumulated amortization	99		106
Assets held for sale noncurrent (note 8)	17		17
Total assets	$	7,075	7,643

(continued)

See accompanying notes to condensed consolidated financial statements.

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QVC GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Continued)

(unaudited)


	March 31, 2026		December 31, 2025

	amounts in millions, except share amounts
Liabilities and Equity
Current liabilities:
Accounts payable	$	481	701
Accrued liabilities	629		801
Current portion of debt, $36 million and $52 million measured at fair value (note 6)	5,060		5,075
Other current liabilities	88		97
Total current liabilities	6,258		6,674
Long-term debt (note 6)	790		790
Deferred income tax liabilities	1,120		1,144
Preferred stock (note 7)	1,398		1,366
Operating lease liabilities	568		580
Other liabilities	95		106
Total liabilities	10,229		10,660
Equity
Stockholders' equity:
Series A common stock, $0.01 par value. Authorized 4,000,000,000 shares; issued and outstanding 7,911,869 shares at March 31, 2026 and 7,903,233 shares at December 31, 2025	—		—
Series B common stock, $0.01 par value. Authorized 150,000,000 shares; issued and outstanding 182,233 shares at March 31, 2026 and December 31, 2025, respectively	—		—
Series C common stock, $0.01 par value. Authorized 4,000,000,000 shares; no shares issued	—		—
Additional paid-in capital	142		142
Accumulated other comprehensive earnings (loss), net of taxes	203		291
Retained earnings (accumulated deficit)	(3,580)		(3,533)
Total stockholders' equity (deficit)	(3,235)		(3,100)
Noncontrolling interests in equity of subsidiaries	81		83
Total equity	(3,154)		(3,017)
Commitments and contingencies (note 8)
Total liabilities and equity	$	7,075	7,643

See accompanying notes to condensed consolidated financial statements.

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QVC GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)


	Three months ended March 31,
	2026		2025

	amounts in millions, except per share amounts
Total revenue, net	$	1,957	2,105
Operating costs and expenses:
Cost of goods sold (excluding depreciation and amortization shown separately below)	1,288		1,386
Operating expense	146		163
Selling, general and administrative, including stock-based compensation and pre-petition charges	438		383
Depreciation and amortization	80		102

(Gain) loss on sale of assets	(10)		—
Restructuring (benefits) costs (note 8)	—		57
	1,942		2,091
Operating income (loss)	15		14
Other income (expense):


Interest expense	(132)		(112)
Realized and unrealized gains (losses) on financial instruments, net (note 4)	79		(15)
Interest and dividend income	12		8
Other, net	1		2
	(40)		(117)
Earnings (loss) before income taxes	(25)		(103)
Income tax (expense) benefit	(15)		12
Net earnings (loss)	(40)		(91)
Less net earnings (loss) attributable to the noncontrolling interests	7		9
Net earnings (loss) attributable to QVC Group, Inc. shareholders	$	(47)	(100)

Basic and diluted net earnings (loss) attributable to Series A and Series B QVC Group, Inc. shareholders per common share (note 3):	$	(5.79)	(12.50)

See accompanying notes to condensed consolidated financial statements.

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QVC GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)


	Three months ended March 31,
	2026		2025

	amounts in millions
Net earnings (loss)	$	(40)	(91)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments	(32)		50
Credit risk on fair value debt instruments gains (loss)	(57)		42
Other comprehensive earnings (loss)	(89)		92
Comprehensive earnings (loss)	(129)		1
Less comprehensive earnings (loss) attributable to the noncontrolling interests	6		13
Comprehensive earnings (loss) attributable to QVC Group, Inc. shareholders	$	(135)	(12)

See accompanying notes to condensed consolidated financial statements.

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QVC GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Three months ended March 31,
	2026		2025

	amounts in millions
Cash flows from operating activities:
Net earnings (loss)	$	(40)	(91)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization	80		102

Realized and unrealized (gains) losses on financial instruments, net	(79)		15
Noncash interest expense	34		2
(Gain) loss on sale of assets	(10)		—
Deferred income tax expense (benefit)	(5)		(5)
Stock-based compensation	—		4
Other, net	(5)		3

Changes in operating assets and liabilities
Decrease (increase) in trade and other receivables	262		296
Decrease (increase) in inventory	(37)		(115)
Decrease (increase) in prepaid expenses and other assets	8		41
(Decrease) increase in trade accounts payable	(219)		(109)
(Decrease) increase in accrued and other liabilities	(178)		(203)
Net cash provided (used) by operating activities	(189)		(60)
Cash flows from investing activities:
Capital expenditures	(36)		(34)
Expenditures for television distribution rights	(6)		(43)

Proceeds from sale of fixed assets	12		—
Other investing activities, net	1		(1)
Net cash provided (used) by investing activities	(29)		(78)
Cash flows from financing activities:
Repayments of debt	(7)		(797)
Dividends paid to noncontrolling interest	(8)		(11)
Borrowings of debt	—		866
Dividends paid to common shareholders	—		(1)
Other financing activities, net	(2)		(2)
Net cash provided (used) by financing activities	(17)		55
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash	(7)		12
Net increase (decrease) in cash, cash equivalents and restricted cash	(242)		(71)
Cash, cash equivalents and restricted cash at beginning of period	2,033		923
Cash, cash equivalents and restricted cash at end of period	$	1,791	852

The following table reconciles cash, cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows:


	March 31, 2026		December 31, 2025

	in millions
Cash and cash equivalents	$	1,684	1,972
Restricted cash included in other current assets	107		61
Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	1,791	2,033

See accompanying notes to condensed consolidated financial statements.

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QVC GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(unaudited)


	Stockholders' Equity (Deficit)
						Additional paid-in capital	Accumulated other comprehensive earnings (loss)	Retained earnings (accumulated deficit)	Noncontrolling interest in equity of subsidiaries	Total equity
	Common stock
	Series A			Series B

	amounts in millions
Balance at December 31, 2024		$	—		—	138	(15)	(1,094)	86	(885)
Net earnings (loss)		—			—	—	—	(100)	9	(91)
Other comprehensive earnings (loss)		—			—	—	88	—	4	92
Stock-based compensation		—			—	3	—	—	—	3
Distribution to noncontrolling interest		—			—	—	—	—	(11)	(11)
Other		—			—	(1)	—	—	—	(1)
Balance at March 31, 2025		$	—		—	140	73	(1,194)	88	(893)


	Stockholders' Equity (Deficit)
						Additional paid-in capital	Accumulated other comprehensive earnings (loss)	Retained earnings (accumulated deficit)	Noncontrolling interest in equity of subsidiaries	Total equity
		Common stock
	Series A			Series B

	amounts in millions
Balance at December 31, 2025		$	—		—	142	291	(3,533)	83	(3,017)
Net earnings (loss)		—			—	—	—	(47)	7	(40)
Other comprehensive earnings (loss)		—			—	—	(88)	—	(1)	(89)

Distribution to noncontrolling interest		—			—	—	—	—	(8)	(8)

Balance at March 31, 2026		$	—		—	142	203	(3,580)	81	(3,154)

See accompanying notes to condensed consolidated financial statements.

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QVC GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of QVC Group, Inc. and its controlled subsidiaries (collectively, “QVC Group,” the “Company,” “Consolidated QVC Group,” “us,” “we,” or “our” unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated in consolidation. QVC Group is made up of wholly-owned subsidiaries QVC, Inc. (“QVC”), which includes HSN, Inc. (“HSN”), Cornerstone Brands, Inc. (“CBI”), and other equity investments.

QVC Group is primarily engaged in the video and online commerce industries in North America, Europe and Asia. The businesses of the Company’s wholly-owned subsidiaries, QVC and CBI, are seasonal due to a higher volume of sales in the fourth calendar quarter related to year-end holiday shopping.

The accompanying (a) condensed consolidated balance sheet as of December 31, 2025, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The Company’s business is seasonal due to a higher volume of sales in the fourth calendar quarter related to year-end holiday shopping. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in QVC Group's 2025 10-K.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. QVC Group considers (i) fair value measurements and (ii) estimates of retail-related adjustments and allowances to be its most significant estimates.

The condensed consolidated financial statements in this Quarterly Report on Form 10-Q have been prepared in accordance with GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As of March 31, 2026 and December 31, 2025, QVC’s net leverage ratio, as calculated under the Fifth Amended and Restated Credit Agreement (the “Credit Agreement” and the credit facility thereunder, the “Credit Facility”), was greater than 4.5 to 1.0. Under the terms of the Credit Agreement, this constitutes a breach of the financial covenant. Without a waiver under the Credit Agreement, the lenders have the right, but not the obligation, to accelerate the loans and demand repayment from QVC for noncompliance with the net leverage ratio debt covenant; however, such acceleration cannot occur until certain conditions are satisfied, including the expiration of a cure period during which QVC may take remedial action to cure the breach.

Additionally, under the indentures governing the QVC Notes (as defined below), a default under the Credit Agreement will only constitute an event of default under the indentures, and thus trigger the right, but not the obligation, of the noteholders to accelerate the QVC Notes and demand repayment if (i) the Credit Facility has been accelerated, (ii) there is a payment default under the Credit Agreement or (iii) there is a foreclosure on collateral securing the Credit Facility. Accordingly, acceleration of the QVC Notes is not automatic upon a breach of the Credit Agreement covenant; it is contingent upon the occurrence of one of these specified events under the Credit Agreement. See discussion below for default relating to Chapter 11 Cases (defined below).

As a result of the above-noted net leverage ratio and the maturity date of the Credit Facility, the outstanding principal associated with the Credit Facility and QVC Notes have been classified as current liabilities in the condensed consolidated balance sheet, as of March 31, 2026 and December 31, 2025.

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QVC GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Voluntary Petition for Reorganization

On April 16, 2026 (“the Petition Date”), QVC Group, Inc. (“QVC Group” or the “Company” and together with certain of its affiliates, the “Company Parties”) commenced voluntary cases (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). As of the Petition Date, we are operating our businesses as “debtors-in-possession” (“DIP”) under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. QVC Group and QVC received approval from the Bankruptcy Court for a variety of “first day” motions to continue their ordinary course operations during the Chapter 11 Cases.

Subsequent to the filing of our Chapter 11 Cases, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations, which specifies the accounting and financial reporting requirements for entities reorganizing through Chapter 11 bankruptcy proceedings. These requirements include distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business.

Commencing the Chapter 11 Cases constituted an event of default that accelerated the Company Parties’ respective obligations under (i) the 4.75% Senior Secured Notes due 2027, 4.375% Senior Secured Notes due 2028, 6.875% Senior Secured Notes due 2029, 5.45% Senior Secured Notes due 2034, 5.95% Senior Secured Notes due 2043, 6.375% Senior Secured Notes due 2067 (the “2067 Notes”), and 6.25% Senior Secured Notes due 2068 (the “2068 Notes”) (collectively, the “QVC Notes”) issued by QVC, (ii) the 3.75% senior unsecured exchangeable debentures due 2030, 4.0% senior unsecured exchangeable debentures due 2029, 8.25% senior unsecured debentures due 2030, and 8.50% senior unsecured debentures due 2029 (collectively, the “LINTA Notes”) issued by Liberty Interactive LLC (“LI LLC”) and (iii) the Credit Agreement. The Credit Agreement, together with the QVC Notes and LINTA Notes, are herein referred to as the “Debt Instruments”. The Credit Agreement and the QVC Notes provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. The exchangeable senior debentures provide that the amount accelerated is the greater of (x) the current principal amount of the exchangeable senior debentures or (y) the market value of the reference shares, plus all accrued and unpaid interest and all pass-through distributions due with respect to the reference shares shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments will be automatically stayed as a result of the Chapter 11 Cases, and the stakeholders’ rights of enforcement in respect of the Debt Instruments will be subject to the applicable provisions of the Bankruptcy Code, including the Automatic Stay (defined below).

As a result of the risks and uncertainties associated with our Chapter 11 Cases, we cannot accurately predict or quantify the ultimate impact or timing of events that occur during our Chapter 11 Cases and the impact that those events will have on our business, financial condition and results of operations. Therefore, there remains substantial doubt about the Company’s ability to continue as a going concern.

Restructuring Support Agreement

On April 16, 2026, prior to the commencement of the voluntary cases, the Company Parties entered into a Restructuring Support Agreement (the “Restructuring Support Agreement” and the holders parties thereto, the “Supporting Stakeholders”), with certain holders of our Debt Instruments. The Restructuring Support Agreement contemplates agreed-upon terms for a comprehensive restructuring with respect to the Company Parties’ capital structure (the “Restructuring”) to be implemented through a proposed prepackaged plan of reorganization (the “Plan”).

The Restructuring Support Agreement and the Plan attached thereto contemplate the restructuring of the Company Parties’ outstanding funded debt obligations, including approximately $2.2 billion of outstanding QVC Notes, approximately $1.5 billion of outstanding LINTA Notes and approximately $2.9 billion outstanding under the Credit Facility. The material terms of the Restructuring Support Agreement and the Plan include, among other things, that:

•QVC or any successor or assign thereto, by merger, consolidation, or otherwise (such entity, “Reorganized QVC”) shall issue approximately $1.3 billion in aggregate original principal amount of takeback debt (the “Takeback Debt”) on the terms and conditions set forth in the Takeback Debt Documents (as defined in the Restructuring Support Agreement);

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QVC GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

•on or as soon as reasonably practicable following the effective date of the Plan (“Effective Date”), receipt by the holders of claims arising under, in connection with, or on account of the Credit Facility and the QVC Notes of their pro rata share of: (i) QVC Distributable Cash (as defined in the Plan); (ii) the Takeback Debt; and (iii) 100% of the equity in Reorganized QVC, subject to dilution by the management incentive plan;

•non-funded debt general unsecured claims (including all trade claims and contract and lease claims) will be unimpaired; and

•QVC entered into a $300 million debtor-in-possession letter of credit facility (the “DIP LC Facility”) with JPMorgan Chase Bank, N.A., as agent, to issue new letters of credit and roll existing letters of credit to support operations during the pendency of the Chapter 11 Cases, cash collateralized by $315 million deposited in a cash collateral account; commitments under the DIP LC Facility would expire upon the earliest of (i) six months from the Petition Date, (ii) the Effective Date and (iii) the occurrence of an event of default, all as more fully set forth in the DIP LC Facility Term Sheet attached as Exhibit D to the Restructuring Support Agreement, which is furnished as part of Exhibit 10.4 hereto, and subject to Bankruptcy Court approval pursuant to interim and final DIP orders.

Automatic Stay and Other Protections

Subject to certain exceptions under the Bankruptcy Code, pursuant to Section 362 of the Bankruptcy Code, the filing of our Chapter 11 Cases automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of QVC Group or our property to recover on, collect or secure a claim arising prior to the filing of our Chapter 11 Cases or to exercise control over property of our bankruptcy estate, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim (the “Automatic Stay”). Notwithstanding the general application of the Automatic Stay described above and other protections afforded by the Bankruptcy Code, governmental authorities may determine to continue actions brought under their police and regulatory powers.

Nasdaq Delisting

On April 17, 2026, the Company received a written notice (the “Nasdaq Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company, pursuant to Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, of its determination to delist the Company’s Series A common stock (Nasdaq: QVCAQ) and 8.0% Series A Cumulative Redeemable Preferred Stock (Nasdaq: QVCPQ) (collectively, the “QVC Group Listed Securities”) from Nasdaq. Pursuant to the Nasdaq Notice, Nasdaq’s determination was based on (i) the filing of the Chapter 11 Cases and associated public interest concerns raised thereby, (ii) concerns regarding the residual equity interest of existing listed securities holders and (iii) concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq.

Pursuant to the Nasdaq Notice, trading of the QVC Group Listed Securities was suspended at the opening of business on April 24, 2026, and a Form 25-NSE will be filed with the SEC, which will remove the QVC Group Listed Securities from listing and registration on Nasdaq. The Company has the right to appeal Nasdaq’s delisting determination pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company does not intend to appeal this determination.

Although Nasdaq has not yet filed a Form 25-NSE for us in connection with the delisting of our shares of capital stock from the Nasdaq Capital Market, the delisting became effective on April 24, 2026. In accordance with Rule 12d2-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the deregistration of our shares of capital stock under Section 12(b) of the Exchange Act will become effective 90 days after the date the Form 25-NSE is filed.

The Company does not expect the Nasdaq delisting to affect the Company Parties’ business operations or the Chapter 11 Cases. The Company anticipates that following suspension from trading, its capital stock will commence trading on one of the markets operated by OTC Markets Group. The Company can provide no assurance that the capital stock will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the capital stock on this market, whether the trading volume of the capital stock will be sufficient to provide for an efficient trading market or whether quotes for the capital stock will continue on this market in the future.

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QVC GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Separately, on April 17, 2026, the Company was notified by OTC Markets Group that, due to the Company’s bankruptcy filing, the Company’s Series B common stock (OTCQB: QVCGQ) was moved from the OTCQB Venture Market to the OTCID Basic Market, effective prior to market open on April 20, 2026. The downgrade to the OTCID Basic Market reflects the Company’s current status under the Bankruptcy Code and does not affect the Company Parties’ business operations or the Chapter 11 Cases.

Liberty Media Agreements

QVC Group has entered into certain agreements with Liberty Media Corporation (“LMC”), a separate publicly traded company. These agreements include a reorganization agreement, services agreement and facilities sharing agreement. As a result of certain corporate transactions, LMC and QVC Group may have obligations to each other for certain tax-related matters. Neither QVC Group nor LMC has any stock ownership, beneficial or otherwise, in the other. In connection with a split-off transaction that occurred in the first quarter of 2018 (the “GCI Liberty Split-Off”), QVC Group and an entity formerly known as GCI Liberty, Inc. (“prior GCI Liberty”) entered into a tax sharing agreement. Pursuant to the tax sharing agreement, prior GCI Liberty agreed to indemnify QVC Group for taxes and tax-related losses resulting from the GCI Liberty Split-Off to the extent such taxes or tax-related losses (i) result primarily from, individually or in the aggregate, the breach of certain restrictive covenants made by prior GCI Liberty (applicable to actions or failures to act by prior GCI Liberty and its subsidiaries following the completion of the GCI Liberty Split-Off), or (ii) result from Section 355(e) of the Internal Revenue Code applying to the GCI Liberty Split-Off as a result of the GCI Liberty Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50-percent or greater interest (measured by vote or value) in the stock of prior GCI Liberty (or any successor corporation). Following a merger between Liberty Broadband Corporation (“Liberty Broadband”) and prior GCI Liberty, Liberty Broadband has assumed the tax sharing agreement. QVC Group has recorded a tax sharing payable to Liberty Broadband in the amount of approximately $10 million as of March 31, 2026 and December 31, 2025, respectively, included in other liabilities in the condensed consolidated balance sheets.

The reorganization agreement with LMC provides for, among other things, provisions governing the relationship between QVC Group and LMC, including certain cross-indemnities. Pursuant to the services agreement, LMC provided QVC Group with certain general and administrative services, including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. QVC Group reimburses LMC for direct, out-of-pocket expenses incurred by LMC in providing these services and for QVC Group's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group. As part of its ongoing strategy to expand into a live social shopping company, QVC Group has undertaken various organizational and strategic changes. As part of that transition, all then-current officers of QVC Group (with limited exceptions) stepped down from their officer positions, during the first half of 2025, and these positions were assumed by members of the QVC management team, effective as of April 1, 2025.

Reverse Stock Split

On May 22, 2025, the Company filed an amendment to its Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s Series A common stock, par value $0.01 per share (“QVCAQ”), and Series B common stock, par value $0.01 per share (“QVCGQ” and, together with QVCAQ, the “Common Stock”), at a ratio of 1-for-50 (the “Reverse Stock Split”). There was no change to the number of QVCAQ and QVCGQ shares currently authorized. The Charter Amendment was authorized by the stockholders of the Company at the Company’s Annual Meeting of Stockholders held on May 12, 2025.

Pursuant to the Charter Amendment on May 22, 2025, every 50 shares of QVCAQ and QVCGQ were automatically converted into one share of QVCAQ and QVCGQ, respectively, without any change in par value per share. The number of shares of Common Stock reserved for issuance, the number of shares subject to the then-outstanding awards, and the purchase or exercise price or payout value based on a number of shares of the then-outstanding awards were proportionately adjusted. The Company did not issue fractional shares of Common Stock in connection with the Reverse Stock Split. Instead, stockholders who were otherwise entitled to receive a fractional share of Common Stock following the Reverse Stock Split received a cash payment (without interest) in lieu of such fractional shares.

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QVC GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

The Company’s Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis at the opening of trading on May 23, 2025. On May 27, 2025, the Company elected to have QVCGQ suspended from trading on the Nasdaq Capital Market, and QVCGQ began quotation on the OTCQB Venture Market on May 28, 2025.

Unless noted, all shares of Common Stock, including Common Stock underlying stock options and restricted stock units, as well as all conversion ratios, exercise prices, conversion prices and per share information in the condensed consolidated financial statements have been retroactively adjusted to reflect the 1-for-50 Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Quarterly Report on Form 10-Q.

Restricted Cash

Restricted cash as of March 31, 2026 and December 31, 2025 primarily includes cash deposits to cover potential disputes or other financial obligations with certain counterparties and a cash deposit with a third party trustee that provides financial assurance that the Company will fulfill its obligations in relation to claims under its workers' compensation policy.

(2) Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended to simplify the estimation of expected credit losses for certain current receivables and contract assets under the Current Expected Credit Losses model, particularly those arising from revenue contracts under ASC 606. The Company elected to apply the practical expedient, which permits us to assume current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable. The Company prospectively adopted this new standard as of January 1, 2026, and it did not have a material impact on its consolidated financial statements.

(3) Earnings (Loss) Per Common Share

Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. On May 22, 2025, the Company effected the Reverse Stock Split. See Item 1, Note 1 “Basis of Presentation”, for additional discussion regarding the Company's reverse stock split.

EPS for the three months ended March 31, 2026 and 2025 is based on the following WASO. Excluded from diluted EPS for each of the three months ended March 31, 2026 and 2025 are less than one million potential common shares because their inclusion would have been antidilutive.


	QVC Group Common Stock
	Three months ended March 31,
	2026	2025

	number of shares in thousands
Basic WASO	8,086	7,994
Dilutive shares (1)	—	18
Diluted WASO	8,086	8,012

(1) Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect.

(4) Assets and Liabilities Measured at Fair Value

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in “active

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QVC GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

markets” for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

The Company measures the fair value of money market funds based on quoted prices in “active markets” for identical assets. Money market funds are included as cash equivalents Level 1 fair value instruments in the table below. The Company's Level 2 financial liabilities are debt instruments with quoted market prices that are not considered to be traded on “active markets,” as defined in GAAP. The fair values for such instruments are derived from a typical model using observable market data as the significant inputs. Accordingly, these financial instruments are reported in the below table as Level 2 fair value instruments.

The Company's assets and liabilities measured at fair value on a recurring basis are as follows:


	Fair Value Measurements at March 31, 2026				Fair Value Measurements at December 31, 2025
Description	Total		Quoted prices in active markets for identical assets (Level 1)	Significant other observable inputs (Level 2)	Total	Quoted prices in active markets for identical assets (Level 1)	Significant other observable inputs (Level 2)

	amounts in millions
Cash equivalents	$	238	238	—	816	816	—
Debt	$	36	—	36	52	—	52

Realized and Unrealized Gains (Losses) on Financial Instruments

Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:


	Three months ended March 31,
	2026		2025

	amounts in millions
Equity securities	$	(6)	—
Exchangeable senior debentures	85		(15)
	$	79	(15)

The Company has elected to account for its exchangeable debt using the fair value option. Changes in the fair value of the exchangeable senior debentures recognized in the condensed consolidated statement of operations are primarily due to market factors largely driven by changes in the fair value of the underlying shares into which the debt is exchangeable.

The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk were gains of $17 million and $53 million, net of the recognition of previously unreco

SEC Form 10-Q filed by QVC Group Inc.