QVC Group Inc.
04/30/2026 | Press release | Distributed by Public on 04/30/2026 04:00
Amendment to Annual Report (Form 10-K/A)
The Registrant is filing this Amendment No. 1 on Form 10-K/A (this Form 10-K/A) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the 2025 Form 10-K) to include all of the Part III information required by applicable Securities and Exchange Commission (SEC) rules and regulations. Accordingly, the Registrant hereby amends and replaces in their entirety Items 10, 11, 12, 13 and 14 in the 2025 Form 10-K.
As required by Rule 12b-15, the Registrant's principal executive officer and principal financial officer are providing Rule 13a-14(a)/15(d)-14(a) certifications. Accordingly, the Registrant hereby amends Item 15 in the 2025 Form 10-K to add such reports as Exhibits.
Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures in the 2025 Form 10-K, including any of the financial information disclosed in Parts II and IV of the 2025 Form 10-K, and does not purport to reflect any information or events subsequent to the filing thereof.
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Cautionary Note Regarding Forward-Looking Statements
This Form 10-K/A includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements and other matters that are not historical facts. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as "may," "will," "intend," "continue," "believe," "expect," "anticipate," "should," "could" or similar terminology. These statements are based upon management's current expectations and assumptions and are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things,
| ● | 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 (as defined in the 2025 Form 10-K); |
| ● | 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 in the 2025 Form 10-K) 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 (our Series A common stock (QVCGA), our Series B common stock (QVCGB) and our 8.0% Series A Cumulative Redeemable Preferred Stock (QVCGP)) from the Nasdaq Capital Market (Nasdaq) 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 Brexit (as defined in the 2025 Form 10-K) 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; |
| ● | 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 Group, Inc. (our company, we, or our) and certain of its subsidiaries' credit ratings; |
| ● | the impairment of our goodwill and intangible assets; |
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| ● | 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. |
Additional information regarding risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the Securities and Exchange Commission, including under the heading "Risk Factors" in our 2025 Form 10-K, which was filed with the SEC on April 15, 2026, and in our subsequent periodic reports. Forward-looking statements speak only as of the date they are made and, except as required by law, we undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise. We believe these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations.
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QVC Group, Inc.
2025 ANNUAL REPORT ON FORM 10-K/A
(Amendment No. 1)
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Part III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
5 |
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Item 11. |
Executive Compensation |
17 |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
47 |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
50 |
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Item 14. |
Principal Accounting Fees and Services |
53 |
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Part IV |
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Item 15. |
Exhibits and Financial Statement Schedules |
55 |
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Signatures |
56 |
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QVC Group Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 30, 2026 at 10:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]