Material Agreement (Form 8-K)

Restructuring Support Agreement

On April 16, 2026, QVC Group, Inc. ("QVC Group" and together with certain of its affiliates, the "Company Parties") entered into a Restructuring Support Agreement (the "Restructuring Support Agreement") with (i) certain holders of (a) the 4.750% Senior Secured Notes due 2027, 4.375% Senior Secured Notes due 2028, 6.875% Senior Secured Notes due 2029, 5.450% Senior Secured Notes due 2034, 5.950% Senior Secured Notes due 2043, 6.375% Senior Secured Notes due 2067 (the "2067 Notes") and 6.250% Senior Secured Notes due 2068 (the "2068 Notes," and collectively, the "QVC Notes") issued by QVC, Inc. ("QVC" or the "Company") (such holders, the "Consenting QVC Noteholders"), (ii) certain holders of the 3.75% senior unsecured exchangeable debentures due 2030, 4.00% 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 ("Liberty LLC") (such holders, the "Consenting LINTA Noteholders") and (iii) certain lenders (the "Consenting RCF Lenders" and, together with the Consenting QVC Noteholders and the Consenting LINTA Noteholders, the "Consenting Stakeholders") providing revolving commitments and extensions of credit pursuant to that certain Fifth Amendment and Restatement Agreement dated as of October 27, 2021, by and among QVC and QVC Global Corporate Holdings, LLC, as borrowers, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative and collateral agent. (the "Credit Agreement," and the revolving credit facility thereunder, the "Credit Facility," and such lenders, the "RCF Lenders"). The Credit Facility, together with the QVC Notes and LINTA Notes, are herein referred to as the "Debt Instruments". The transactions contemplated in the Restructuring Support Agreement are expected to be implemented through a prepackaged chapter 11 process (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court").

The Restructuring Support Agreement and the proposed prepackaged plan of reorganization (the "Plan") attached thereto contemplate the restructuring of the Company Parties' outstanding funded debt obligations, including approximately $2.15 billion of outstanding QVC Notes, approximately $1.5 billion of outstanding LINTA Notes and approximately $2.9 billion outstanding under the Credit Facility. Specifically, the material terms of the Restructuring Support Agreement and the Plan include, among other things, that: