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As filed with the Securities and Exchange Commission on September 11, 2026

No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

QVC GROUP, INC.

(Exact name of registrant as specified in its charter)

State of Delaware

(State or other jurisdiction of
incorporation or organization)

5961

(Primary Standard Industrial
Classification Code Number)

23-2414041

(I.R.S. Employer
Identification Number)

1200 Wilson Drive
West Chester, Pennsylvania 19380
(484) 701-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Eve DelSoldo
QVC Group, Inc.
1200 Wilson Drive
West Chester, Pennsylvania 19380
(484) 701-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joshua N. Korff, P.C.
Leia Pearl Andrew
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

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 ☐			Accelerated filer ☐
	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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

Old QVC Group, Inc. (f/k/a QVC Group, Inc.) (“Old QVC Group”) and certain of its direct and indirect subsidiaries, including the registrant, QVC Group, Inc. (f/k/a QVC, Inc.) (the “Company”), (Old QVC Group and such subsidiaries, each a “Debtor” and collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) seeking relief 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”) to pursue a Chapter 11 plan of reorganization (as amended, supplemented or otherwise modified from time to time, the “Plan”). On July 20, 2026, the Bankruptcy Court entered an order confirming the Plan (the “Confirmation Order”). The Plan and Confirmation Order, as confirmed, were previously filed as exhibits to QVC, Inc.’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 24, 2026, and are incorporated by reference into this prospectus. On August 6, 2026 (the “Plan Effective Date”), the Debtors emerged from the Chapter 11 Cases in accordance with the Plan. In connection with the Plan Effective Date, Old QVC Group, the former publicly traded parent company, was renamed Old QVC Group, Inc. Additionally, the Company, then named QVC, Inc., a Delaware corporation and formerly a wholly owned subsidiary of Old QVC Group, filed an Amended and Restated Certificate of Incorporation changing its name to QVC Group, Inc. and became the new publicly traded holding company. Cornerstone Brands, Inc. (“CBI”) and certain other subsidiaries previously held by Old QVC Group were contributed to the Company on August 4, 2026 in accordance with the Plan. Following emergence, Old QVC Group is expected to be disposed of, dissolved, wound down or liquidated as soon as reasonably practicable without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. As of the Plan Effective Date, Old QVC Group’s equity interests were canceled, released, discharged, and extinguished for no consideration and Old QVC Group ceased to be consolidated in our consolidated financial statements.

On the Plan Effective Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain of its stockholders who had received shares of Common Stock (as defined herein) pursuant to the Plan. The Registration Rights Agreement requires the Company to use commercially reasonable efforts to register all Registrable Securities (as defined therein) on a shelf registration statement on Form S-1 for offerings on a delayed or continuous basis pursuant to Rule 415, and to convert such registration statement to a registration statement on Form S-3 as soon as the Company becomes eligible to use Form S-3.

Unless otherwise noted or suggested by context, all financial information and data and accompanying financial statements and corresponding notes, as of and prior to the Plan Effective Date, as contained in this prospectus or incorporated by reference, reflect the actual historical consolidated results of operations and financial condition of the Company for the periods presented and do not give effect to the Plan or any of the transactions contemplated thereby, including the CBI contribution and the adoption of fresh-start accounting. Accordingly, such financial information may not be representative of the Company’s performance or financial condition after the Plan Effective Date. Except with respect to such historical financial information and data and accompanying financial statements and corresponding notes or as otherwise noted or suggested by the context, all other information contained in this prospectus relates to the Company following the Plan Effective Date.

The Company has adopted fresh-start accounting in accordance with ASC 852 (Reorganizations) as of the Plan Effective Date. In addition, the contribution of CBI to the Company constitutes a change in reporting entity under ASC 250-10-45-21, requiring retrospective combination of the entities for all periods presented. The Company expects these adjustments to be reflected for the first time in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, which will be incorporated by reference into this prospectus upon filing. Until such time, investors should read the financial statements incorporated by reference herein in light of the foregoing limitations.

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THE INFORMATION IN THIS PRELIMINARY ROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THE PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES NOR A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER AND SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2026

PRELIMINARY PROSPECTUS

QVC GROUP, INC.

37,625,663 Shares of Common Stock

This prospectus relates to the proposed resale, from time to time, by the selling stockholders identified in this prospectus (the “Selling Stockholders”) or their permitted transferees, of up to 37,625,663 shares of common stock, par value $0.01 per share (the “Common Stock”). The Selling Stockholders acquired these shares of Common Stock in connection with the Company’s emergence from the Chapter 11 Cases, and the Company is registering the resale of those shares pursuant to the Registration Rights Agreement.

This prospectus provides you with a general description of such securities and the general manner in which the Selling Stockholders may offer or sell the securities. More specific terms of any securities that the Selling Stockholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. Such prospectus supplement, if any, may also add, update or change information contained in this prospectus.

We are not selling any securities under this prospectus and will not receive any proceeds from the resale of shares of Common Stock by the Selling Stockholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus.

Our registration of the securities covered by this prospectus does not mean that the Selling Stockholders will issue, offer or sell, as applicable, any of the securities. The Selling Stockholders may resell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell the shares in the section entitled “Plan of Distribution.”

The Common Stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “QVCG.” On September 10, 2026, the last reported sales price of the Common Stock was $16.76 per share.

Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 10 of this prospectus and, if applicable, any risk factors described in any applicable prospectus supplement or in the documents incorporated or deemed incorporated by reference in this prospectus and the applicable prospectus supplement for information on those factors you should consider before making the decision to invest in our Common Stock.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

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	Page
ABOUT THIS PROSPECTUS		ii
WHERE YOU CAN FIND MORE INFORMATION		1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
PROSPECTUS SUMMARY		6
RISK FACTORS		10
USE OF PROCEEDS		14
DETERMINATION OF OFFERING PRICE		14
DIVIDEND POLICY		14
DESCRIPTION OF CAPITAL STOCK		15
DESCRIPTION OF CERTAIN INDEBTEDNESS		17
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK		19
BENEFICIAL OWNERSHIP OF SECURITIES		21
EXECUTIVE COMPENSATION		23
SELLING STOCKHOLDERS		51
PLAN OF DISTRIBUTION		53
LEGAL MATTERS		56
EXPERTS		56

Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility for the accuracy or completeness of any other information that others may provide. The Selling Stockholders will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 (the “Registration Statement”) that we filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell or otherwise distribute the securities offered by them as described in the section titled “Plan of Distribution” in this prospectus. We will not receive any proceeds from such sales by the Selling Stockholders. We are filing the Registration Statement pursuant to the Registration Rights Agreement entered into in connection with our emergence from the Chapter 11 Cases. More specific terms of any securities that the Selling Stockholders and their permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

We may also provide a prospectus supplement or post-effective amendment to this Registration Statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the Registration Statement together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find More Information; Incorporation by Reference.”

For purposes of this prospectus, “Old QVC Group” refers to Old QVC Group, Inc. (f/k/a QVC Group, Inc.), “QVC” refers to QVC Group, Inc. (f/k/a QVC, Inc.), “Chapter 11 Cases” refers to the voluntary petitions for relief filed by Old QVC Group and certain of its affiliates on April 16, 2026 under chapter 11 of title 11 of the United States Code, “Bankruptcy Code” refers to chapter 11 of title 11 of the United States Code, “Bankruptcy Court” refers to the United States Bankruptcy Court for the Southern District of Texas, “Plan” refers to the prepackaged chapter 11 plan of reorganization described in the Explanatory Note, “Confirmation Order” refers to the order confirming the Plan entered into by the Bankruptcy Court on July 20, 2026 and “Plan Effective Date” refers to August 6, 2026. Unless context otherwise requires, references herein to the “Company,” “QVC Group,” “we,” “our” or “us” refer (i) prior to the Plan Effective Date, to Old QVC Group and its consolidated subsidiaries (including QVC) and (ii) on and after the Plan Effective Date, to QVC and its consolidated subsidiaries.

This prospectus is not an offer to sell or a solicitation of an offer to buy our securities in any circumstance or jurisdiction in which the offer or solicitation is unlawful.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed this Registration Statement on Form S-1 under the Securities Act with the Securities and Exchange Commission with respect to the Common Stock offered hereby. This prospectus, which constitutes part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto. For further information with respect to the Company and its Common Stock, reference is made to the Registration Statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the Registration Statement. Each of these statements is qualified in all respects by this reference.

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with these requirements, we are required to file periodic reports and other information with the SEC. Our filings are available to the public on the internet, through a database maintained by the SEC at www.sec.gov.

Additionally, we make our SEC filings available, free of charge, on the Investors section of our website at https://investors.qvcgrp.com/investors as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. We do not intend our website address to be an active link, and information contained on our website does not constitute a part of this prospectus.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with it, which means we can disclose important information to you by referring you to those documents. Copies of the documents incorporated herein by reference may be obtained upon written or oral request without charge from QVC Group, Inc., 1200 Wilson Drive, West Chester, Pennsylvania 19380, telephone number (484) 701-1000. You also may access these filings on our website at https://investors.qvcgrp.com/investors, or as described under “Where You Can Find More Information” above. For purposes of this section, references to “we,” “our” and “us” refer to QVC and its consolidated subsidiaries.

We incorporate by reference the documents listed below (other than portions of these documents furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K):

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on April 15, 2026;

•

our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, filed with the SEC on May 15, 2026 and August 4, 2026, respectively;

•

our Current Reports on Form 8-K filed with the SEC on April 17, 2026, April 20, 2026, July 24, 2026, August 7, 2026 and August 27, 2026; and

•

the description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 6, 2026, including any amendment or report filed for the purpose of updating such description.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this prospectus, to the extent that a statement contained herein or in any other subsequently filed or furnished document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

All documents incorporated by reference, or to be incorporated by reference, have been filed with or furnished to, or will be filed with or furnished to, the SEC.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are forward-looking statements for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding:

•

the implementation of the Plan, including the transactions contemplated thereby, and the Company’s ability to realize the anticipated benefits of the restructuring;

•

the Company’s ability to service its post-emergence indebtedness, including the Exit ABL Facility (as defined herein), the Takeback Loans (as defined herein) and the Takeback Notes (as defined herein) and to comply with the covenants and other obligations under the agreements governing such indebtedness;

•

the Company’s business strategy, including the WIN strategy, and its ability to execute growth initiatives and generate revenue growth;

•

anticipated capital expenditures, projected sources and uses of cash and expected liquidity;

•

the Company’s ability to maintain its listing on Nasdaq and comply with applicable listing requirements;

•

expectations regarding the Company’s relationship with its customers, suppliers, vendors and business partners following emergence from the Chapter 11 Cases;

•

our search for a permanent Chief Executive Officer;

•

the Company’s ability to attract and retain skilled personnel;

•

economic and macroeconomic trends, including the impact of tariffs, inflation and changes in consumer spending;

•

changes in distribution and viewing of television programming and the impact of digital platforms on the Company’s business;

•

fluctuations in foreign currency exchange rates;

•

the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business;

•

the Company’s ability to protect customer data and maintain cybersecurity; and

•

the impact of natural disasters, public health crises, geopolitical events and other catastrophic events on the Company’s operations.

These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects on us. Actual results or performance may differ materially from those expressed or implied by these forward-looking statements because they involve risks, uncertainties (some of which are beyond our control) and other assumptions.

The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

•

risks relating to our emergence from the Chapter 11 Cases, including the implementation of the Plan and unanticipated costs or difficulties;

•

our ability to service our substantial post-emergence indebtedness, including approximately $1.325 billion of Takeback Debt (as defined herein) issued under the Plan and obligations under the $600 million Exit ABL Facility, and to comply with the financial and other covenants in the agreements governing such indebtedness;

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•

our ability to generate sufficient cash flow from operations to fund our operations, service our debt and make necessary capital expenditures;

•

downgrades to our credit ratings;

•

customer demand for our products and services and our ability to attract new customers and retain existing customers;

•

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

•

increased digital TV penetration and changes in channel positioning of our programs;

•

the levels of online traffic on our websites and our ability to convert visitors into customers;

•

uncertainties inherent in the development and integration of new business lines and business strategies, including our WIN strategy;

•

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, including any matters arising from the Chapter 11 Cases;

•

changes in, or failure or inability to comply with, government regulations, including regulations of the Federal Communications Commission;

•

changes in the nature of key strategic relationships with partners, distributors, suppliers and vendors;

•

domestic and international economic and business conditions, including the impact of inflation, increased labor costs and changes in 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;

•

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;

•

natural disasters, public health crises, political crises and other catastrophic events outside of our control;

•

our ability to attract and retain skilled personnel on commercially reasonable terms;

•

the impact of the concentrated ownership of our Common Stock by a limited number of stockholders; and

•

the limited trading history of our Common Stock since our emergence from the Chapter 11 Cases.

These risks and uncertainties include, but are not limited to, those described under the heading “Risk Factors” in this prospectus and in the documents incorporated by reference herein. If one or more of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, actual results may vary materially from those projected in these forward-looking statements. Additional risks that we consider immaterial or that are unknown may also affect our results.

You should read this prospectus, any applicable prospectus supplement and any post-effective amendment to the registration statement of which this prospectus forms a part, together with the information incorporated herein or therein by reference as described under the heading “Where You Can Find More Information,” completely and with the understanding that our actual future results may be materially different from what we expect.

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We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in this prospectus and in the documents incorporated by reference herein.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in, or incorporated by reference into, this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in the Common Stock, you should carefully read this entire prospectus, including the matters set forth under the sections of this prospectus captioned “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and the matters set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our consolidated financial statements and our condensed consolidated interim financial statements and related notes incorporated by reference into this prospectus.

Business Overview

QVC is a live social shopping company that, together with its subsidiaries, is primarily engaged in the video and online commerce industries. Through our subsidiaries and affiliates, we operate in North America, Europe and Asia. Our principal businesses include QVC, HSN, Inc. (“HSN”) and CBI, as well as other equity investments. Our operations are organized into three reportable segments: QxH (QVC U.S. and HSN), QVC International and CBI.

QVC is a live social shopping company that curates and sells a wide variety of consumer products through video-driven commerce across nearly every screen, from smartphones and tablets to laptops and televisions. QVC reaches more than 200 million households worldwide each day through its broadcast networks and also reaches audiences through its websites (including QVC.com, HSN.com and others), social platforms (including TikTok, Instagram and others), virtual multichannel video programming distributors (including Hulu + Live TV, DirecTV Stream and YouTube TV), streaming video applications (including Facebook Live, Roku, Apple TV, Amazon Fire, Xfinity Flex, Alphabet and Samsung TV Plus), mobile applications and over-the-air broadcasters. QVC believes it is a global leader in video retailing, e-commerce, mobile commerce and social commerce, with operations based in the United States, Japan, Germany, the United Kingdom and Italy.

QVC’s goal is to extend its leadership in video commerce, e-commerce, streaming commerce and social commerce by creating engaging shopping experiences that combine retail, media and social in a way that is differentiated from traditional brick-and-mortar stores and transactional e-commerce. QVC provides customers with curated collections of unique products made personal and relevant through storytelling. QVC curates experiences, conversations and communities for millions of discerning shoppers and reaches large audiences across its platforms for thousands of brand partners.

QVC offers a wide assortment of high-quality merchandise and classifies its products into six groups: home, apparel, beauty, accessories, electronics and jewelry. QVC’s product sourcing team researches and curates compelling and differentiated products from vendors with sufficient scale to meet anticipated demand. QVC offers exclusive and proprietary products, leading national and international brands and limited-distribution brands with unique offerings. Many products are endorsed by celebrities, designers and other well-known personalities who often join QVC presenters on live programming and promote the products through their own social media pages, websites and other customer touchpoints. QVC believes that its ability to demonstrate product features and present “faces and places” differentiates the QVC shopping experience. QVC closely monitors customer demand and product mix to remain well-positioned in popular and growing retail segments, which it believes provides a significant competitive advantage over brick-and-mortar competitors.

The following selected financial data is derived from the Company’s pre-emergence periodic reports filed with the SEC. For the six months ended June 30, 2026, QVC, Inc. (now QVC Group, Inc.) reported consolidated net revenue of $3.534 billion and Adjusted OIBDA of $293 million. For the same period, Old QVC Group reported consolidated net revenue of $3.955 billion and Adjusted OIBDA of $289 million (the difference relative to QVC, Inc. is attributable predominately to CBI and certain other subsidiaries not consolidated by QVC, Inc. prior to the contributions described below). Old QVC Group’s consolidated results included QVC, Inc., CBI and certain other subsidiaries, as well as corporate overhead and holding-company-level obligations, including preferred stock and related debt service, that are not part of the post-emergence Company. The difference in consolidated net revenue between QVC, Inc. and Old QVC Group is substantially attributable to CBI. Corporate overhead costs reflected in Old QVC Group’s results will continue to be

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incurred by the Company. These results reflect the pre-emergence reporting structures and do not give effect to the Plan or the post-emergence capital structure.

Following the contribution of CBI to QVC on August 4, 2026, CBI’s operations will be included in our consolidated results. For the six months ended June 30, 2026, CBI contributed approximately $421 million in net revenue to Old QVC Group’s consolidated results. The CBI contribution constitutes a change in reporting entity and the Company expects to include retrospectively recast financial statements reflecting the combination in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

On August 6, 2026, the Company emerged from the Chapter 11 Cases in accordance with the Plan. On the Plan Effective Date, in accordance with the Plan, we entered into the Exit ABL Facility and the Takeback Loans and issued the Takeback Notes, which comprised (i) $1,240,362,247 in aggregate principal amount of Takeback Notes, (ii) $84,637,736.20 in aggregate principal amount of Takeback Loans and (iii) up to $600 million of availability under our Exit ABL Facility. We also issued 49,999,897 shares of Common Stock to holders of claims under the Plan and listed our Common Stock on Nasdaq under the symbol “QVCG.” See “Description of Certain Indebtedness” and “Securities Act Restrictions on Resale of Common Stock” for additional information regarding our post-emergence capital structure.

Chapter 11 Emergence and Plan of Reorganization

On April 16, 2026, Old QVC Group and certain of its direct and indirect subsidiaries, including the Company, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The Chapter 11 Cases were jointly administered under the caption In re: QVC Group, Inc., et al., Case No. 26-90447 (ARP).

Prior to the filing, the Debtors entered into a Restructuring Support Agreement (the “RSA”) with holders of the majority in principal amount of claims under the Company’s revolving credit facility (the “RCF Lenders”) and holders of the majority in principal amount of QVC senior secured notes, pursuant to which the parties agreed to support the Plan. In connection with the RSA, the Debtors commenced solicitation of votes on the Plan prior to filing the Chapter 11 Cases.

On July 20, 2026, the Bankruptcy Court entered the Confirmation Order confirming the Second Amended Joint Prepackaged Plan of Reorganization of QVC Group, Inc. and Its Debtor Affiliates. On the Plan Effective Date, all conditions precedent to the effectiveness of the Plan were satisfied or waived and the Plan became effective.

In accordance with the Plan: (i) all existing equity interests in Old QVC Group, including all shares of preferred stock, were cancelled for no recovery; (ii) holders of allowed claims arising under, in connection with, or on account of the Company’s revolving credit facility pursuant to the Company’s revolving credit facility credit agreement and any other documents entered into in connection therewith, including with respect to any loans outstanding, letters of credit issued thereunder and any indemnities provided thereunder (the “Allowed RCF Claims”) and allowed claims arising under, derived from, based on or relating to the 4.750% senior secured notes, the 4.375% senior secured notes, the 6.875% senior secured notes, the 5.450% senior secured notes, the 5.950% senior secured notes, the 6.375% senior secured notes, and the 6.250% senior secured notes (the “Allowed QVC Notes Claims”) received their pro rata share of 49,999,897 shares of newly issued Common Stock of QVC, representing 100% of the post-emergence equity (subject to dilution from the management incentive plan); (iii) the Company issued the Takeback Debt, consisting of the Takeback Loans and the Takeback Notes, as additional consideration to holders of Allowed RCF Claims and Allowed QVC Notes Claims; and (iv) the Company entered into the Exit ABL Facility.

All shares of Common Stock issued under the Plan were issued in reliance on the exemption from registration provided by section 1145(a) of the Bankruptcy Code. Copies of the Confirmation Order and the Plan were previously filed as exhibits to QVC’s Current Report on Form 8-K filed on July 24, 2026 and are filed as exhibits to this registration statement. The Form 8-K is incorporated by reference into this prospectus.

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Court entered the Confirmation Order, those parties filed an amended Notice of Appeal. On July 22, 2026, the Bankruptcy Court denied the motion to stay the Confirmation Order, finding that a bond of no less than $631 million would be required if a stay were ordered. The Plan became effective on August 6, 2026, notwithstanding the pending appeal.

Registration Rights

Corporate Information

QVC is a Delaware corporation. Our principal executive offices are located at 1200 Wilson Drive, West Chester, Pennsylvania 19380, and our telephone number is (484) 701-1000. Our principal website address is https://investors.qvcgrp.com/investors. Information contained in, or accessible through, our website is not a part of, and is not incorporated into, this prospectus.

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THE OFFERING

Common Stock offered by the Selling Stockholders

37,625,663 shares.

Terms of the Offering

The Selling Stockholders will determine when and how they will dispose of the shares of Common Stock registered under this prospectus for resale, as applicable.

Shares Outstanding after giving effect to the shares that may be offered pursuant to this prospectus

As of August 6, 2026, we had 49,999,897 shares of Common Stock issued and outstanding.

Use of proceeds

We will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders or their permitted transferees.

Listing

Our shares of Common Stock are listed on Nasdaq under the symbol “QVCG.”

Risk Factors

Investing in our Common Stock involves substantial risk. For a discussion of risks relating to QVC, our business and investment in our Common Stock, see the section titled “Risk Factors” beginning on page 10 and all other information set forth in or incorporated by reference in this prospectus before investing in our Common Stock.

Unless otherwise specified, the number of shares of our Common Stock outstanding is based on 49,999,897 shares of Common Stock issued and outstanding as of August 6, 2026.

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RISK FACTORS

Investing in our Common Stock involves risks. Before deciding whether to invest in our Common Stock, you should carefully consider the risk factors described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and all other information included in or incorporated by reference into this prospectus. The occurrence of any of these risks might cause you to lose all or part of your investment in the Common Stock. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed, which could cause the trading price of our Common Stock to decline. Please also carefully read the section titled “Cautionary Note Regarding Forward-Looking Statements” in this prospectus.

Risks Related to This Offering and Ownership of Our Common Stock

Our Common Stock has a limited trading history, and an active or liquid trading market may not develop or be sustained.

Our Common Stock began trading on Nasdaq on August 6, 2026, following our emergence from the Chapter 11 Cases. Our Common Stock has a limited trading history, and an active or liquid trading market may not develop or be sustained. If an active trading market is not sustained, the market price and liquidity of our Common Stock may be adversely affected. The market price of our Common Stock may also be volatile and could fluctuate significantly in response to factors, many of which are beyond our control. Additionally, in the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation. All of these factors could materially adversely affect the price of our Common Stock. The market price of our Common Stock may decline below the initial offer price, and you may not be able to sell your shares at or above the price you paid in this offering, or at all.

A significant portion of our outstanding Common Stock is held by a small number of stockholders, which could limit your ability to influence corporate matters and may result in conflicts of interest.

As of August 6, 2026, four stockholders beneficially owned approximately 75.2% of our outstanding Common Stock. Pursuant to the Plan, we entered into separate stockholder agreements with certain of our stockholders who had received shares of Common Stock, in substantially the same form (collectively, the “Stockholder Agreements”), pursuant to which the parties thereto agreed to, among other things, certain board nomination rights, governance rights, information rights, preemptive rights and transfer restrictions. Pursuant to the Stockholder Agreements, certain of these stockholders were given the right to nominate directors to our Board of Directors (the “Board”) based on their ownership levels. The interests of these stockholders may differ from or conflict with the interests of our other stockholders. This concentration of ownership may also have the effect of delaying or preventing a change of control of the Company, even if such a change of control would benefit other stockholders.

Sales of substantial amounts of our Common Stock in the public market by the Selling Stockholders, or the perception that such sales could occur, could cause the market price of our Common Stock to decline.

This prospectus covers the resale of up to 37,625,663 shares of Common Stock by the Selling Stockholders, representing approximately 75.2% of our outstanding shares. The sale of all or a significant portion of these shares in the public market, or the perception that such sales may occur, could cause the market price of our Common Stock to decline significantly. Even if the Selling Stockholders do not sell a significant number of shares, the mere existence of this registration statement and the large number of shares registered for resale could have a negative effect on the market price of our Common Stock.

We do not intend to pay dividends for the foreseeable future.

We have not declared or paid any cash dividends on our Common Stock since our emergence from the Chapter 11 Cases and do not anticipate paying any cash dividends in the foreseeable future. In addition, the

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agreements governing our indebtedness contain restrictions on our ability to pay dividends. Any return on your investment will depend entirely upon the market price of our Common Stock, which may not increase.

Risks Related to Our Indebtedness

We have substantial indebtedness, which could adversely affect our financial condition, our ability to raise additional capital and our ability to operate our business.

As of August 6, 2026, we had approximately $1.325 billion of Takeback Debt outstanding, consisting of $84,637,736.20 aggregate principal amount of Takeback Loans and $1,240,362,247 aggregate principal amount of Takeback Notes, and $600 million in undrawn commitments under our Exit ABL Facility. Our substantial level of indebtedness could have important consequences, including, among other things: limiting our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions and other general corporate requirements; requiring a substantial portion of our cash flows to be dedicated to debt service payments rather than other purposes; increasing our vulnerability to general adverse economic and industry conditions; limiting our flexibility in planning for and reacting to changes in the industry in which we compete; and placing us at a competitive disadvantage to other, less leveraged competitors. If we are unable to generate sufficient cash flow from operations to dedicate to our debt service payments and meet our other cash needs, we may be forced to reduce or delay capital expenditures or seek additional capital, or seek to restructure or refinance our indebtedness. We can provide no assurance that we will be able to seek capital or refinance any of our indebtedness on commercially reasonable terms or at all.

Our debt agreements contain restrictive covenants that may limit our operational and financial flexibility.

The Exit ABL Credit Agreement, the Term Loan Credit Agreement and the Takeback Notes Indenture (each defined below) contain a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things, incur additional indebtedness, grant liens over our assets, pay dividends or distribute cash or other property or assets to equity holders or make certain other restricted payments, make investments, loans and advances, convey, sell, lease, assign, transfer, license or otherwise dispose of any of our property, business or assets (including material property and material intellectual property) and restrictions on use of proceeds of the foregoing, enter into transactions to manage our liabilities, enter into transactions with affiliates and consolidate or merge or consummate certain other fundamental changes, in each case as further set forth in the Exit ABL Credit Agreement, the Term Loan Credit Agreement and the Takeback Notes Indenture. In addition to the foregoing, the Exit ABL Credit Agreement requires us to, among other cash management and other requirements, maintain a specified minimum excess availability at all times, during certain periods, to comply with a 3.00 to 1.00 consolidated total net leverage ratio (subject to a $500 million cap on deducting unrestricted cash), during certain periods or under certain circumstances, to deposit or sweep cash, cash equivalents and other amounts in certain deposit accounts to one or more blocked accounts in respect of which prior consent of the administrative agent and/or lenders under the Exit ABL Credit Agreement is required for withdrawals (which consent may be subject to satisfaction of conditions, as set forth in the Exit ABL Credit Agreement), to put in place control agreements over certain deposit accounts by certain dates and to seek certain consents from landlords or other third parties. Our ability to comply with these covenants may be affected by events beyond our control. If we fail to comply with these covenants, the lenders or noteholders could declare all amounts outstanding immediately due and payable, which could materially adversely affect our financial condition and results of operations.

Substantially all of our assets are pledged as collateral under our debt agreements.

The Exit ABL Facility, the Takeback Loans and the Takeback Notes are secured by substantially all of the assets of the Company and applicable guarantors, in each case subject to the terms, conditions and exceptions set forth in the Exit ABL Credit Agreement, the Term Loan Credit Agreement and the Takeback Notes Indenture, as applicable. If we default on our obligations under the Exit ABL Facility or the Takeback Debt and the lenders or noteholders, as applicable, exercise their rights to foreclose on the assets securing such indebtedness, our business could be materially harmed. In addition, the pledge of substantially all of our assets may limit our ability to obtain additional secured or unsecured financing in the future.

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Risks Related to Our Emergence from Bankruptcy

Our historical financial information may not be indicative of our future financial performance.

Our historical financial information incorporated by reference into this prospectus was prepared during the pendency of the Chapter 11 Cases and reflects the pre-emergence capital structure and operating environment. As a result, our historical financial information may not be indicative of our future financial performance or financial condition. Factors that may cause material differences between our historical and future results include our new post-emergence capital structure and the associated debt service obligations, the contribution of CBI to QVC on August 4, 2026, the absence of costs and expenses associated with the Chapter 11 Cases and the implementation of our new governance structure and management incentive plan.

Upon our emergence from the Chapter 11 Cases, we have adopted fresh start accounting. Accordingly, our future financial condition and results of operations may not be comparable to the financial condition or results of operations reflected in our historical financial statements. The lack of comparable historical financial information may discourage investors from purchasing our Common Stock. See also “— We have adopted fresh-start accounting, which will result in a new basis of accounting and make our post-emergence financial statements not comparable to our historical financial statements.”

We have adopted fresh-start accounting, which will result in a new basis of accounting and make our post-emergence financial statements not comparable to our historical financial statements.

Upon our emergence from the Chapter 11 Cases, we adopted fresh-start accounting in accordance with ASC 852 (Reorganizations). Under fresh-start accounting, a new entity is deemed to be created and the Company’s reorganization value is allocated to its assets and liabilities based on their estimated fair values. As a result, our consolidated financial statements for periods after August 6, 2026 will reflect a new basis of accounting and will not be comparable to our financial statements for periods on or before that date. The application of fresh-start accounting is expected to materially affect the reported amounts of individual assets and liabilities, including intangible assets, property and equipment and long-term debt. These adjustments will affect depreciation, amortization and interest expense in future periods and may materially affect our reported results of operations. Accordingly, the financial statements incorporated by reference in this prospectus do not reflect, and should not be used to predict, our financial condition or results of operations after the Plan Effective Date.

The contribution of CBI to QVC constitutes a change in reporting entity, and recast historical financial statements reflecting the combined entity have not yet been filed.

On August 4, 2026, CBI and certain other subsidiaries were contributed to QVC from Old QVC Group as a reorganization of entities under common control. This contribution constitutes a change in reporting entity under ASC 250-10-45-21, requiring retrospective combination of the entities for all periods presented. The Company expects to include recast historical financial statements reflecting the CBI contribution and certain other subsidiaries in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. Until such recast financial statements are filed and incorporated by reference into this prospectus, the annual and interim financial statements incorporated by reference herein present only the historical results of QVC, Inc. on a standalone basis and do not include the financial results of CBI and certain other subsidiaries. Investors evaluating the Company based on the currently incorporated financial statements should be aware that such statements do not present the full scope of the post-emergence reporting entity.

The risk factors in our previously filed periodic reports relate to our pre-emergence operations and may not fully reflect the risks we face as a post-emergence company.

The risk factors incorporated by reference from our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q were drafted during the pendency of the Chapter 11 Cases and discuss risks relating to the Chapter 11 Cases, including going-concern risk, Bankruptcy Court proceedings and the delisting of our former capital stock. Many of these risks are no longer applicable following our emergence from the Chapter 11 Cases on August 6, 2026. However, those filings may not fully address the risks we face as a post-emergence public company, including risks related to our new capital structure, concentrated

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ownership, limited public-company operating history with the current governance framework and our obligations under the Stockholder Agreements and Registration Rights Agreement. You should consider the risk factors set forth in this prospectus in addition to those incorporated by reference.

We are subject to a pending appeal of the Confirmation Order.

On July 16, 2026, certain former holders of preferred stock of Old QVC Group filed a Notice of Appeal relating to the Bankruptcy Court’s July 15, 2026 memorandum decision confirming the Plan and an emergency motion to stay the anticipated Confirmation Order. Following entry of the Confirmation Order on July 20, 2026, those parties filed an amended Notice of Appeal. On July 22, 2026, the Bankruptcy Court denied the motion to stay the Confirmation Order, finding that a bond of no less than $631 million would be required if a stay were ordered. The appealing preferred shareholders appealed the Bankruptcy Court’s denial of the motion requesting a stay order, which the District Court affirmed. The appealing preferred shareholders attempted to appeal the District Court’s decision to the Fifth Circuit, but the Fifth Circuit dismissed the appeal for lack of jurisdiction. The Plan became effective on August 6, 2026 notwithstanding the pending appeal. While we believe the Confirmation Order is valid and the appeal is without merit, we cannot predict the outcome of the appeal or any potential impact on our business or operations.

We have limited operating history as a standalone public company with our current organizational and capital structure.

Prior to our emergence from the Chapter 11 Cases, QVC was an indirect wholly owned subsidiary of Old QVC Group and operated under a reduced-disclosure reporting framework. We have limited history operating as a standalone publicly traded company with our current organizational structure, governance framework and capital structure. We face risks inherent in managing this transition, including implementing appropriate public company internal controls and procedures, complying with applicable reporting requirements and managing our business under the constraints of our new debt agreements while executing our operational strategy.

The ability to attract and retain key personnel is critical to the success of our business and may be affected by our emergence from the Chapter 11 Cases.

The success of our business depends on key personnel. The ability to attract and retain these key personnel may be affected by our emergence from the Chapter 11 Cases, the uncertainties currently facing the business and changes we may make to the organizational structure to adjust to changing circumstances. Any potential delays in adopting our management incentive plan and other executive benefits and compensation may make it difficult to retain key personnel and we may need to enter into retention or other arrangements that could be costly to maintain. If executives, managers or other key personnel resign, retire or are terminated, or their service is otherwise interrupted, we may not be able to replace them in a timely manner and we could experience significant declines in productivity.

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USE OF PROCEEDS

All of the securities offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will not receive any of the proceeds from these sales.

The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting or tax services or any other expenses incurred by the Selling Stockholders in disposing of the securities not required to be paid by the Company pursuant to the Registration Rights Agreement. See “Plan of Distribution.” We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel, the Selling Stockholder’s counsel and our independent registered public accounting firm.

DETERMINATION OF OFFERING PRICE

We cannot currently determine the price or prices at which the shares of Common Stock may be sold by the Selling Stockholders under this prospectus. The shares may be sold at prices that are higher than, equal to or lower than the market price of the Common Stock at the time of sale. Sales of substantial amounts of our Common Stock by the Selling Stockholders, or the perception that such sales could occur, may adversely affect the market price of our Common Stock.

Our Common Stock is listed on Nasdaq under the symbol “QVCG.” On September 10, 2026, the last reported sales price of our Common Stock was $16.76 per share.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our Common Stock since our emergence from the Chapter 11 Cases. We currently intend to retain any future earnings for use in the operation of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the agreements governing our indebtedness, including the Exit ABL Credit Agreement, the Term Loan Credit Agreement and the Takeback Notes Indenture, contain restrictions on our ability to pay dividends. Any future determination to declare cash dividends will be made at the discretion of our Board, subject to applicable laws, contractual restrictions and other factors, including our results of operations, financial condition, capital requirements, general business conditions and other factors our Board may deem relevant.

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DESCRIPTION OF CAPITAL STOCK

The following summary of certain provisions of our capital stock is not complete and is qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Second Amended and Restated Bylaws (the “Bylaws”) and the applicable provisions of Delaware law. Copies of the Certificate of Incorporation and the Bylaws are incorporated by reference to Exhibits 3.1 and 3.2, respectively, to our Registration Statement on Form 8-A filed on August 6, 2026.

General

Our Certificate of Incorporation authorizes 700,000,000 shares of capital stock, consisting of 650,000,000 shares of Common Stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). As of August 6, 2026, there were 49,999,897 shares of Common Stock outstanding and no shares of Preferred Stock outstanding.

Common Stock

Voting Rights. Each holder of Common Stock is entitled to one vote for each share held of record on all matters on which stockholders generally are entitled to vote and do not have the ability to cumulative votes for the election of directors; provided, that except as otherwise required by law, holders of Common Stock are not entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of one or more outstanding classes or series of Preferred Stock if the holders of such affected classes or series are entitled to vote thereon pursuant to the Certificate of Incorporation or applicable law. Except in respect of matters relating to the election of directors, or as otherwise provided in the Certificate of Incorporation, the Bylaws or required by law, all matters to be voted on by holders of Common Stock must be approved by the affirmative vote of the holders of a majority of the votes cast at the meeting on the subject matter. Abstentions and broker non-votes are not counted as votes cast. In the case of the election of directors, nominees are elected by a plurality of the votes cast.

Dividend Rights. Subject to limitations under Delaware law and any preferential dividend rights of holders of any outstanding series of Preferred Stock, the Board may declare and pay dividends on the Common Stock out of funds legally available therefor.

Rights upon Liquidation. Subject to the prior rights of holders of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to receive ratably any assets remaining after payment of liabilities.

No Preemptive or Conversion Rights. Holders of Common Stock have no preemptive, subscription, conversion or redemption rights, except as may be provided in any agreement with the Company. There are no sinking fund provisions applicable to the Common Stock.

Preferred Stock

Our Certificate of Incorporation authorizes the Board, without further stockholder action (except as may be required by the terms of any outstanding class or series of Preferred Stock), to issue up to 50,000,000 shares of Preferred Stock in one or more classes or series and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations and restrictions thereof, any of which may be superior to those of the Common Stock.

The issuance of shares of Preferred Stock by the Board as described above may adversely affect the rights of the holders of Common Stock. For example, Preferred Stock may rank prior to the Common Stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of Common Stock. The issuance of shares of Preferred Stock may discourage third-party bids for shares of Common Stock or may otherwise adversely affect the market price of the Common Stock. In addition, Preferred Stock may enable the Board to make it more difficult, or to discourage attempts, to obtain control of the Company through a hostile tender offer, proxy contest, merger or otherwise, or to make changes in the Company’s management. The Certificate of Incorporation and the Bylaws also prohibit the Company from issuing nonvoting equity securities to the extent required under Section 1123(a)(6) of the Bankruptcy Code.

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No shares of Preferred Stock are currently outstanding.

Anti-Takeover Provisions

Our Certificate of Incorporation and Bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of the Company. These provisions include:

•

limitations on the size of the Board, which may not exceed nine directors, and provisions governing vacancies, in each case subject to the Stockholder Agreements;

•

the absence of cumulative voting and the election of directors by a plurality of the votes cast;

•

the ability of the Board to issue Preferred Stock with terms determined by the Board without stockholder approval;

•

the ability of holders of at least a majority of the total voting power of all outstanding shares of capital stock generally entitled to vote in the election of directors, voting together as a single class, to remove directors with or without cause;

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advance notice requirements for stockholder nominations and proposals;

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limitations on the ability of stockholders to call special meetings;

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limitations on stockholder action by written consent;

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the ability of the Board to amend the Bylaws without stockholder approval, the 85% stockholder vote required to amend the Bylaws, provisions governing corporate opportunities available to certain stockholders and their affiliates and exclusive forum provisions designating specified Delaware courts as the exclusive forum for certain internal corporate claims and federal district courts as the exclusive forum for claims arising under the Securities Act;

Until the third anniversary of the Plan Effective Date, two or more stockholders that are not affiliated with one another and that collectively hold at least 25% of the then-outstanding shares of Common Stock may call a special meeting, provided that such stockholders may not participate in the calling of a special meeting of stockholders more than once per fiscal year, and stockholders may act by written consent. After that date, special meetings may be called only by the Board acting pursuant to a resolution adopted by a majority of the Board and stockholder action may be taken only at a duly called meeting.

Transfer Agent

The transfer agent and registrar for our Common Stock is Broadridge Corporate Issuer Solutions, LLC.

Listing

Our Common Stock is listed on the Nasdaq Global Select Market under the symbol “QVCG.”

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of the material provisions relating to our material funded indebtedness. The following summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the corresponding agreement or instrument, including the definitions of certain terms therein that are not otherwise defined in this prospectus. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to the relevant agreement or instrument for additional information, copies of which are included as exhibits to the registration statement of which this prospectus forms a part or are incorporated by reference herein.

Exit ABL Facility

On the Plan Effective Date, in connection with the Plan, we entered into a Senior Secured Revolving Credit Agreement, dated as of August 6, 2026 (the “Exit ABL Credit Agreement”), among us, the lenders and issuing banks from time to time party thereto and GLAS USA LLC, as administrative agent, providing for an asset-based revolving credit facility in an aggregate principal amount of up to $600.0 million (the “Exit ABL Facility”).

Borrowings under the Exit ABL Facility are subject to a borrowing base generally consisting of (i) 90% of eligible credit card receivables, (ii) 85% of eligible installment accounts receivable, (iii) 85% of the net orderly liquidation value of eligible inventory (subject to a cap on in-transit inventory equal to 10% of the aggregate amount of eligible inventory included in the borrowing base) and (iv) 100% of qualified cash (subject to a cap equal to 10% of the aggregate borrowing base), less applicable reserves.

Term SOFR borrowings under the Exit ABL Facility bear interest at Term SOFR plus 5.75% per annum. Alternate Base Rate borrowings bear interest at the Alternate Base Rate plus 4.75% per annum. The Alternate Base Rate is the greatest of (a) the prime rate, (b) the federal funds effective rate plus 0.50% and (c) Term SOFR plus 1.00%, subject to a 3.00% per annum floor. Among other fees, the Exit ABL Facility has a commitment fee of 0.75% per annum on unused commitments.

The Exit ABL Facility matures on the third anniversary of the date the conditions to effectiveness were satisfied, subject to two successive 12-month extension options exercisable by the Borrower provided certain conditions are satisfied. The obligations under the Exit ABL Credit Agreement are guaranteed by certain of our subsidiaries and secured by liens on and security interests in substantially all of our assets and those of the applicable guarantors, subject to the terms, conditions and exceptions set forth in the Exit ABL Credit Agreement and related documents.

The Exit ABL Credit Agreement contains customary affirmative and negative covenants for a facility of this type, including cash dominion, financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments and investments. Key financial covenants include (i) a minimum excess availability requirement (not less than the greater of 10% of the Line Cap or $50.0 million for more than two consecutive business days) and (ii) a consolidated total net leverage ratio not to exceed 3.00 to 1.00, tested during periods when excess availability falls below the greater of 12.5% of the Line Cap or $60.0 million.

Takeback Loans

On the Plan Effective Date, in connection with the Plan, we borrowed $84,637,736.20 in aggregate principal amount of first lien senior secured term loans (the “Takeback Loans”) as a component of the Takeback Debt. The Takeback Loans were issued pursuant to a Senior Secured Credit Agreement, dated as of August 6, 2026 (the “Term Loan Credit Agreement”), among us, the guarantors party thereto, the lenders party thereto, Acquiom Agency Services LLC and Seaport Loan Products LLC, as co-administrative agents and Acquiom Agency Services LLC, as collateral agent.

The Takeback Loans mature on August 6, 2032, the sixth anniversary of the Plan Effective Date. The Takeback Loans bear interest at a rate per annum equal to, at our option, either (a) Term SOFR plus 6.09994% per annum or (b) the Alternate Base Rate plus 5.09994% per annum. The applicable margin is set such that the all-in rate (margin plus Term SOFR at the Plan Effective Date) equals 10.00%. Term SOFR is subject to a 2.00% floor.

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The obligations under the Term Loan Credit Agreement are guaranteed by certain of our subsidiaries and secured by first priority liens on and security interests in substantially all of our assets and those of the applicable guarantors, subject to the terms, conditions and exceptions set forth in the Term Loan Credit Agreement and related documents. We may prepay the Takeback Loans at par, in whole or in part. Amounts repaid or prepaid may not be reborrowed.

The Term Loan Credit Agreement contains certain representations and warranties, events of default and various customary affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments and transactions with affiliates.

Takeback Notes

On the Plan Effective Date, in connection with the Plan, we issued $1,240,362,247 in aggregate principal amount of 10.000% First Lien Senior Secured Notes due 2032 (the “Takeback Notes” and, together with the Takeback Loans, the “Takeback Debt”) as a component of the Takeback Debt issued under the Plan. The Takeback Notes were issued pursuant to an indenture, dated as of August 6, 2026 (the “Takeback Notes Indenture”), among us, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent.

The Takeback Notes mature on August 6, 2032 and bear interest at a rate of 10.000% per annum, payable semi-annually in cash in arrears on August 15 and February 15 of each year, beginning on February 15, 2027. Interest on the Takeback Notes began accruing on August 6, 2026.

The Takeback Notes are guaranteed by certain of our subsidiaries and secured by first priority liens on and security interests in substantially all of our assets and those of the applicable guarantors, subject to the terms, conditions and exceptions set forth in the Takeback Notes Indenture and the related security documents.

We may redeem the Takeback Notes, in whole or in part, at any time at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. We are not required to make any mandatory redemption or sinking fund payments with respect to the Takeback Notes.

Upon the occurrence of specified kinds of change in control triggering events, we will be required to make an offer to repurchase all outstanding Takeback Notes at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Takeback Notes Indenture contains certain events of default and various customary affirmative and negative covenants, including, but not limited to, financial reporting requirements and limitations on certain restricted payments, distributions from subsidiaries, indebtedness, asset sales, affiliate transactions and liens.

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SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

We cannot predict the effect, if any, future sales of shares of Common Stock, or the availability for future sale of shares of Common Stock, will have on the market price of shares of our Common Stock prevailing from time to time. The sale of substantial amounts of shares of our Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Common Stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate.

Common Stock Issued in Reliance on Section 1145 of the Bankruptcy Code

On the Plan Effective Date, all 49,999,897 shares of Common Stock outstanding were issued pursuant to section 1145(a) of the Bankruptcy Code. Shares issued pursuant to section 1145(a) of the Bankruptcy Code are exempt from the registration requirements of the Securities Act and are generally freely transferable, without registration, by the recipients thereof that are not affiliates of the Company.

However, section 1145(b)(1) of the Bankruptcy Code provides that persons deemed to be “underwriters” under section 1145(b) of the Bankruptcy Code may not resell securities received under a plan of reorganization without registration under the Securities Act or an available exemption from registration. Under section 1145(b), a person is deemed to be an “underwriter” if such person:

(i)

purchases a claim against, an interest in or a claim for an administrative expense in the case concerning the debtor, with a view to distributing any security received in exchange for such claim or interest;

(ii)

offers to sell securities issued under a plan for the holders of such securities;

(iii)

offers to buy securities issued under a plan from the holders of such securities, if the offer to buy is with a view to distributing such securities and under an agreement made in connection with the Plan, the completion of the Plan or with the offer or sale of securities under the Plan; or

(iv)

is an “affiliate” of the issuer, as defined in Rule 144(a)(1) under the Securities Act.

To the extent a person is deemed to be an “underwriter,” resales by such person would not be exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable law. Those persons would, however, be permitted to sell our Common Stock or other securities without registration if they are able to comply with the provisions of Rule 144 under the Securities Act (“Rule 144”), as described further below.

Rule 144

To the extent that persons who received shares of Common Stock under the Plan are deemed to be “affiliates” of the Company (as defined in Rule 144(a)(1) under the Securities Act), the shares of Common Stock held by such persons constitute “control securities” for purposes of Rule 144. While such shares are not “restricted securities” (because they were issued in reliance on section 1145(a)), resales by affiliates are nonetheless subject to the volume limitations, manner-of-sale requirements, current public information requirements and notice requirements of Rule 144, unless such shares are sold pursuant to an effective registration statement or another available exemption.

No shares of Common Stock issued under the Plan bear restrictive legends, and no shares issued under the Plan are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act.

Stock Options and Other Stock Awards

Shares of Common Stock that may be issued in the future under the Company’s management incentive plan are expected to be issued in reliance on section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder and/or Rule 701. Such shares, when issued, will be considered “restricted securities” and may not be transferred except pursuant to an effective registration statement (including Form S-8, when filed) or an available exemption from registration.

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Registration Rights Agreement

On the Plan Effective Date, we entered into the Registration Rights Agreement with certain of our stockholders who had received shares of Common Stock pursuant to the Plan. The Registration Rights Agreement requires us to use commercially reasonable efforts to register all shares of Common Stock held by certain of our stockholders (as defined therein) as of the Plan Effective Date that (i) were not issued pursuant to section 1145(a) of the Bankruptcy Code in accordance with the effectiveness of the Plan and therefore constitute “restricted securities” or (ii) constitute “control securities” for the purposes of Rule 144, and, in each case, any additional securities that may be issued or distributed or be issuable in respect of any such Registrable Securities by way of conversion, dividend, stock split, distribution or exchange, merger, consolidation, exchange, recapitalization or reclassification or similar transactions (the “Registrable Securities”); provided that such securities shall cease to be Registrable Securities on the first date that (i) the Commission has declared a Registration Statement covering such securities effective and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are disposed of pursuant to Rule 144 or (iii) such securities become eligible for sale by the applicable Holder without registration and without time restrictions, volume restrictions, manner-of-sale restrictions or a current public information or notice requirement under Rule 144, and in each case, any and all Securities Act restrictive legends or designations associated with such securities have been removed.

Such Registrable Securities shall be registered on a shelf registration statement on Form S-1 for offerings on a delayed or continuous basis pursuant to Rule 415, and to convert such registration statement to a registration statement on Form S-3 as soon as we become eligible to use Form S-3. We are filing the registration statement of which this prospectus forms a part pursuant to the Registration Rights Agreement.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information concerning shares of our Common Stock beneficially owned by (i) each person or entity known by us to own more than five percent of the outstanding shares of our Common Stock, (ii) each of our directors and executive officers and (iii) all of our current directors and executive officers as a group.

Unless otherwise indicated, the information with respect to beneficial ownership is given as of August 6, 2026, and, in the case of percentage ownership information, is based upon 49,999,897 shares of Common Stock outstanding on that date. We have determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percent of Class
Strategic Value Partners, LLC, 100 W. Putnam Avenue, Greenwich, CT 06830		13,121,773		26.2%
Silver Point Capital, L.P., Two Greenwich Plaza, Greenwich, CT 06830		8,671,038		17.3%
GoldenTree Asset Management LP, 300 Park Avenue, New York, NY 10022		10,991,951		22.0%
Oaktree Capital Management, L.P., 333 S. Grand Avenue, Los Angeles, CA 90071		7,210,901		14.4%

Security Ownership of Management

The following table sets forth information with respect to the beneficial ownership of shares of Common Stock by (i) each of our directors and named executive officers and (ii) all of our current directors and executive officers as a group. The information is given as of August 6, 2026, and, in the case of percentage ownership information, is based upon 49,999,897 shares of Common Stock outstanding on that date.

Name

Title

Shares of Common
Stock Beneficially
Owned

Percent
of Class

Michael George

Interim Chief Executive Officer and Chair
of the Board

Bill Wafford

Chief Financial Officer and Chief Administrative Officer

Eve DelSoldo

Executive Vice President and General Counsel

Mike Fitzharris

President, QVC Brand and Chief Operations Officer

Aidan O’Meara

President, QVC Group International

David Charles Boone

Director

Nicolas Le Bourgeois

Director

Jason Lee Horowitz

Director

James A. Marcum

Director

Ann Mather

Director

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Name

Title

Shares of Common
Stock Beneficially
Owned

Percent
of Class

Richard Andrew Mayfield

Director

Jonathan Seth Zinman

Director

All current directors and executive officers as a group (12 persons)

Each such individual beneficially owns zero shares of Common Stock as of September 11, 2026.

The business address of each of the directors and executive officers listed above is c/o QVC Group, Inc., 1200 Wilson Drive, West Chester, Pennsylvania 19380.

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EXECUTIVE COMPENSATION

The following executive compensation disclosure is derived from the Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2025, filed with the SEC on April 30, 2026 by Old QVC Group. Old QVC Group was the former parent company of QVC, Inc. (now QVC Group, Inc., the registrant). Although Old QVC Group is a separate legal entity from the registrant, the executive officers identified below served in the capacities shown at Old QVC Group and QVC, Inc. during 2025. Except as described below, they continue to serve as executive officers of QVC Group, Inc. following emergence from the Chapter 11 Cases. David Rawlinson II served as President and Chief Executive Officer through the Plan Effective Date and stepped down from those positions and from the Board effective as of the Plan Effective Date. In connection with his departure, Mr. Rawlinson entered into a Confidential Separation and General Release Agreement in substantially the form filed with his previously disclosed employment agreement. Pursuant to the separation agreement, in consideration for Mr. Rawlinson’s execution and non-revocation of a release of claims and his continued compliance with his existing restrictive covenants, Mr. Rawlinson is entitled to receive severance payments and benefits in accordance with the existing terms of his previously disclosed employment agreement and certain other agreements with the Company, as well as reimbursement of certain expenses and continuation of certain benefits. See “Executive Compensation Arrangements — David Rawlinson II — Termination Payments and Benefits” below for a description of Mr. Rawlinson’s severance entitlements. Michael George was appointed Interim Chief Executive Officer effective as of the Plan Effective Date and serves as Chair of the Board. Additionally, Stacy Bowe and Alex Wellen each stepped down from their positions as President, HSN Brand and US Merchandising and President and Chief Growth Officer, respectively, effective as of September 4, 2026. The compensation disclosed below was paid by Old QVC Group or its subsidiaries, including QVC, Inc., during 2025. Unless context otherwise requires, references to “our company,” “we,” “our,” “us,” “our Board of Directors” and “our compensation committee” in the Compensation Discussion and Analysis and related sections below refer to Old QVC Group and its board of directors and committees during the periods discussed and do not refer to QVC Group, Inc. (f/k/a QVC, Inc.), the registrant, or its post-emergence Board and committees. Following emergence, the Company’s new Board of Directors and compensation committee are responsible for establishing the compensation programs for the Company’s executive officers on a go-forward basis.

Named Executive Officers

For the fiscal year ended December 31, 2025, the named executive officers were:

•

David Rawlinson II, President and Chief Executive Officer

•

Bill Wafford, Chief Financial Officer and Chief Administrative Officer

•

Brian J. Wendling, Former Chief Accounting Officer and Former Principal Financial Officer (stepped down effective March 31, 2025)

•

Stacy Bowe, President, HSN Brand and US Merchandising

•

Mike Fitzharris, President, QVC Brand and Chief Operations Officer

•

Alex Wellen, President and Chief Growth Officer

Each of the foregoing officers (other than Ms. Bowe and Messrs. Rawlinson, Wendling and Wellen) continues to serve in the same or substantially similar capacity at QVC Group, Inc. following emergence. Messrs. Rawlinson and Wellen and Ms. Bowe stepped down from their respective positions and from the Board (in the case of Mr. Rawlinson) effective as of the Plan Effective Date. Michael George was appointed Interim Chief Executive Officer and Chair of the Board effective as of the Plan Effective Date.

Special Note Regarding Chapter 11 Cases

As previously disclosed in Old QVC Group’s 2025 Form 10-K and as discussed below, Old QVC Group and certain of its subsidiaries initiated voluntary Chapter 11 proceedings. Pursuant to the Plan, all of Old QVC Group’s outstanding capital stock and outstanding equity awards were cancelled for no value. As described below under “Executive Compensation — Compensation Discussion and Analysis — Elements of 2025 Executive Compensation — 2025 Bonuses — Special Bonus Awards,” in August 2025, and in

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connection with the comprehensive review of Old QVC Group’s compensation programs and the implementation of a revised compensation structure for Old QVC Group’s senior executives, Old QVC Group paid Special Bonuses (as defined below) to Messrs. Rawlinson, Wafford, Fitzharris and Wellen and Ms. Bowe in exchange for the waiver of all participation in any annual bonus program established by Old QVC Group or any of its affiliates for the 2025 and 2026 calendar years and all rights to receive any equity-based compensation for the calendar years 2025 and 2026. Old QVC Group has noted such forfeitures where applicable in the disclosure that follows.

The information set forth below is presented in accordance with applicable SEC rules and regulations, and thus primarily discusses compensation paid to the named executive officers in 2025 (and in certain prior periods, as applicable). Therefore, it does not give effect to the ultimate impact of the Chapter 11 Cases on any form of compensation received by the named executive officers. Applicable SEC rules and regulations do not permit us to reflect the impact of the Special Bonus and the impact of emergence from the Chapter 11 Cases in the “Summary Compensation Table” below in a way that our compensation committee of our Board of Directors believes reflects our compensation philosophy and compensation outcomes.

For additional details on the Special Bonuses and compensation elements forfeited, please see “Executive Compensation — Compensation Discussion and Analysis — Elements of 2025 Executive Compensation — 2025 Bonuses — Special Bonus Awards” below.

Compensation Discussion and Analysis

Compensation Overview

Our compensation committee of our Board of Directors has responsibility for establishing, implementing and regularly monitoring adherence to our compensation philosophy. Our compensation philosophy seeks to align the interests of the named executive officers with those of our stockholders while also offering retention in the face of recent stock price volatility, share availability limitations and, in 2025 and 2026, liability management exercises undertaken by our Board, which ultimately resulted in the initiation of Chapter 11 Cases, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value. In 2025, the compensation committee also took action to provide additional retention through the use of cash-based awards, which was also necessary in light of the expiration of the QVC Group, Inc. 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”) and liability management exercises undertaken by our company.

Our compensation committee seeks to approve a compensation package for each named executive officer that is commensurate with the responsibilities and proven or expected performance of that executive and that is competitive relative to the compensation packages paid to similarly situated executives in other companies. Our compensation committee believes that our compensation packages should assist our company in attracting and retaining key executives critical to our long-term success.

Our feedback from stockholders on this pay philosophy has been positive. At our 2025 annual meeting, stockholders representing a majority of the aggregate voting power of our company present and entitled to vote on our say-on-pay proposal voted in favor of, on an advisory basis, our executive compensation disclosed in our proxy statement for the 2025 annual meeting. When we initially set our executive compensation in early 2025, no material changes were implemented to our executive compensation program as a result of this vote. However, as discussed below, in the third quarter of 2025, our Board of Directors and our compensation committee, with the advice of their independent compensation consultant and legal advisors, conducted a comprehensive review of our company’s compensation programs and, as a result of this review, our Board of Directors and our compensation committee determined that the historic compensation structure and related performance metrics would benefit from certain changes designed to improve effectiveness of such programs in motivating, incentivizing and retaining our company’s workforce, including our named executive officers (other than Mr. Wendling). To that end, in August 2025, our Board of Directors and our compensation committee implemented a new element of compensation for our company’s senior executives, including our named executive officers (other than Mr. Wendling), as described below. At our 2023 annual stockholder meeting, stockholders elected to hold a say-on-pay vote every year and our Board of Directors adopted this as the frequency at which future say-on-pay votes would be held for Old QVC Group.

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Services Agreement

In September 2011, we entered into a services agreement with our former subsidiary, which agreement was assumed in January 2013 by its former subsidiary, then-known as Liberty Spinco, Inc. (currently known as Liberty Media), and which was amended in December 2019 (the “amended services agreement”). During 2025, Liberty Media and our company began transitioning various general and administrative services provided by Liberty Media under the amended services agreement to the management of our company. As part of this transition, effective March 31, 2025, Mr. Wendling stepped down from his executive officer position.

Although the amended services agreement remains in place, the services provided thereunder have been significantly reduced. During 2025, pursuant to the amended services agreement, we paid Liberty Media a service fee for the provision of services of Liberty Media’s employees, including Mr. Wendling. Historically, we reimbursed Liberty Media for the portion of base salary and certain other compensation Liberty Media paid to Mr. Wendling and certain of our other employees that was allocable to us for the estimated time spent by each such employee related to our company. For Mr. Wendling, the salaries and certain perquisite information included in the 2024 and 2023 years in the “Summary Compensation Table” include the portion of the compensation allocable to our company and for which we reimbursed Liberty Media and do not include the portion of the compensation allocable to Liberty Media or any of the other companies also party to services agreements with Liberty Media.

None of our other named executive officers provide services under the amended services agreement and, therefore, their compensation is paid by our company; no portion of their compensation was paid by Liberty Media.

Role of Independent Compensation Consultant

As described in “Executive Compensation — Compensation Discussion and Analysis — Compensation Overview” above, in the third quarter of 2025, our company, in consultation with management and our compensation committee, engaged an independent compensation consultant (“WTW”) to conduct a comprehensive review of our company’s compensation programs. WTW had previously been engaged by our management to serve as our company’s benefits administrator. In 2025, total fees paid to WTW were $1,599,109. The fees included $266,300 related to compensation consulting and $1,113,378 related to WTW’s role as our company’s benefits administrator. The remainder of the fees related to various non-compensation consulting projects associated with WTW’s role as benefits administrator. WTW considered common compensation structures of distressed companies, including the types of compensation paid (such as cash compensation versus equity-based compensation) and, for incentive-based compensation, the length of time over which such compensation is paid or earned and, where available, the performance metrics associated with such incentives. The companies included in this review were:

Executive Retention Practices
Rite Aid Corporation	J.C. Penney Company, Inc.	The Hertz Corporation
Chesapeake Energy Corporation	McDermott International, Inc.	Frontier Communications Corp.
Bed Bath & Beyond, Inc.	Spirit Airlines, Inc.	Neiman Marcus Group LTD LLC
Big Lots, Inc.	Gol Linhas Aéreas Inteligentes S.A.	Ascena Retail Group, Inc.
Diebold Holding Company, Inc.	Vertex Energy, Inc.	Garrett Motion Inc.

Pre-Paid Executive Incentive Performance Metrics
Akorn, Inc.	Chesapeake Energy Corporation	Gulfport Energy Corporation
Libbey Inc.	Noble Corporation plc	Oasis Petroleum Inc.
Teligent, Inc.	Chaparral Energy, Inc. (rebranded as Canvas Energy, Inc. post emergence from restructuring)	Denbury Resources Inc.
Endo International plc	J.C. Penney Company, Inc.	Washington Prime Group, Inc.

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In addition, for Mr. Rawlinson, WTW reviewed chief executive officer total compensation at companies that filed for Chapter 11 protection:

Envision Healthcare	Intelsat S.A.	Toys “R” Us Inc.
JCPenney Company, Inc.	Chesapeake Energy Corporation	McDermott International, Inc.
Mallinckrodt plc	Avaya Inc. (2017)	Endo International plc
Frontier Communications Corporation	iHeartMedia	Whiting Petroleum Corporation
Avaya Inc. (2022)

WTW also benchmarked the compensation of our company’s executives against our normal peer group of publicly traded companies:

Abercrombie & Fitch Co.	Bath & Body Works, Inc.	Burlington Stores, Inc.
Chewy, Inc.	DICK’s Sporting Goods, Inc.	Etsy, Inc.
Foot Locker, Inc.	IAC Inc.	iHeartMedia, Inc.
Kohl’s Corporation	Macy’s, Inc.	Nexstar Media Group, Inc.
Pinterest, Inc.	PVH Corp.	Sally Beauty Holdings, Inc.
Signet Jewelers Limited	The Gap, Inc.	Urban Outfitters, Inc.
V.F. Corporation	Wayfair, Inc.

Where such normal peer companies did not have publicly disclosed compensation for executives similarly situated to our executives, WTW reviewed survey benchmark data.

As a result of this review, our Board of Directors and our compensation committee determined that the historic compensation structure and related performance metrics would benefit from certain changes designed to improve effectiveness of such programs in motivating and incentivizing our company’s workforce, including our named executive officers (other than Mr. Wendling). To that end, in August 2025, our Board of Directors and our compensation committee implemented a new element of compensation for our company’s senior executives, including our named executive officers (other than Mr. Wendling), as described in “Executive Compensation — Compensation Discussion and Analysis — Elements of 2025 Executive Compensation — 2025 Bonuses — Special Bonus Awards” below.

Setting Executive Compensation

In making its compensation decision for each named executive officer, our compensation committee considers the following:

•

each element of the named executive officer’s compensation, including salary, performance-based bonus, long-term incentive compensation, perquisites and other personal benefits;

•

the retention of key talent in light of liability management options under consideration by the Board in 2025;

•

the financial performance of our company compared to internal forecasts and budgets;

•

the scope of the named executive officer’s responsibilities;

•

the competitive nature of the compensation packages offered based on general industry knowledge of the retail and commerce industries and periodic use of survey information provided by Meridian and WTW; and

•

the performance of the group reporting to the named executive officer.

Prior to the time when various general and administrative services provided by Liberty Media were transitioned to our company, when setting compensation, our compensation committee considered the recommendations obtained from Mr. Rawlinson as to all elements of the compensation packages of Messrs. Wafford’s, Fitzharris’ and Wellen’s and Ms. Bowe’s compensation. To make these recommendations, Mr. Rawlinson evaluated the performance and contributions of each such named executive officer. He

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also considered whether the pay packages afforded to such named executive officers were competitive and were aligned internally and evaluated the named executive officer’s performance against individual, department and corporate goals. Following the transition of such general and administrative services, and in connection with compensation elements put in place since, our compensation committee has determined the compensation packages of all of our named executive officers.

On February 27, 2025, we entered into a new employment agreement with Mr. Rawlinson (the “2025 Rawlinson Employment Agreement”). Prior to our compensation committee’s approval of the 2025 Rawlinson Employment Agreement, our compensation committee reviewed relevant comparable chief executive officer cash and equity compensation components as a reference point for the proposed new compensation arrangements and considered the recommendation of our compensation committee, with respect to Mr. Rawlinson’s annual compensation package, which had been structured giving consideration to components of cash and equity compensation paid to chief executive officers of comparable retailers and e-commerce companies. Based on this review, our compensation committee determined to confirm and approve the proposed arrangements. Prior to our compensation committee’s approval of the 2025 Rawlinson Employment Agreement, our compensation committee engaged Meridian, an independent and experienced compensation consultant, to assist in determining Mr. Rawlinson’s compensation package for the term of the 2025 Rawlinson Employment Agreement. See “Executive Compensation Arrangements — David Rawlinson II” below for a description of the Rawlinson Employment Agreement.

Elements of 2025 Executive Compensation

For 2025, the principal components of compensation for the named executive officers (other than Mr. Wendling) were:

•

base salary;

•

a Special Bonus (as defined below) that vests subject to service-based and performance-based conditions;

•

for Mr. Rawlinson, a performance-based cash award, a portion of which Mr. Rawlinson waived in connection with the payment of the Special Bonus;

•

for Messrs. Rawlinson and Wellen, a cash-based retention and sign-on bonus award, respectively;

•

a performance-based bonus, payable in cash, and time-based restricted stock units, each of which our named executive officers waived in connection with the payment of the Special Bonus; and

•

limited perquisites and other personal benefits.

Base Salary

Historically, base salary has been a relatively smaller portion of each named executive officer’s overall compensation package, allowing for a greater portion to be performance- or incentive-based, thereby aligning the interests of our executives more closely with those of our stockholders. The base salaries of the named executive officers are reviewed on an annual basis (other than Messrs. Rawlinson’s, which is set by the terms of his employment agreement), as well as at the time of any change in responsibilities. Typically, after establishing a named executive officer’s base salary, salary increases are limited to market adjustments, adjustments based on changes in the scope of the named executive officer’s responsibilities, and adjustments to align the named executive officer’s salary level with those of our other named executive officers.

After completion of the annual review in the first quarter of 2025, the 2024 base salaries of Messrs. Wafford and Fitzharris and Ms. Bowe were increased by 6.25%, 3% and 3%, respectively, reflecting an increase in responsibilities and a market adjustment, along with an alignment based on market analysis of comparable positions. For 2025, Mr. Rawlinson’s base salary was $1,750,000 per the terms of the 2025 Rawlinson Employment Agreement and, because Mr. Wellen commenced employment in 2025 after annual base salary amounts were determined, Mr. Wellen’s base salary was $760,000 per the terms of the Wellen Employment Agreement (as defined below).

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2025 Bonuses

Performance-Based Bonus Awards

Pursuant to the 2025 Rawlinson Employment Agreement, Mr. Rawlinson was eligible for a performance-based bonus in 2025 with a target value equal to 200% of his base salary and a maximum value equal to 300% of his base salary, which was to be based equally upon the company’s Revenue, Free Cash Flow and OIBDA.

Our other named executive officers were eligible for performance-based bonuses in 2025 that could be earned based on Adjusted OIBDA targets and each with a target amount equal to 60% of their respective base salaries and with a minimum payout of 50% of target.

In connection with the Special Bonus paid to each of our named executive officers in August 2025, each named executive officer agreed to waive any and all participation in the 2025 annual bonus program.

CEO Retention and Wellen Sign-On Bonuses

In connection with entering into the 2025 Rawlinson Employment Agreement, Mr. Rawlinson received a retention bonus of $2,250,000, which will be subject to repayment on a pro-rated, after-tax basis in the event Mr. Rawlinson is terminated for cause or terminates his employment without good reason (each as defined in the 2025 Rawlinson Employment Agreement), in either case, prior to the end of the Initial Term (as defined in “Executive Compensation Arrangements — David Rawlinson II” below).

In connection with the commencement of Mr. Wellen’s employment and entry into the Wellen Employment Agreement (as defined in “Executive Compensation Arrangements — Other Named Executive Officer Employment Agreements” below), Mr. Wellen received a sign-on bonus of $300,000. Mr. Wellen’s sign-on bonus was scheduled to be paid in two installments: $200,000 within thirty days of Mr. Wellen’s start date and $100,000 on or around the first regular payroll date following the twelve (12)-month anniversary of Mr. Wellen’s start date. However, our company and Mr. Wellen subsequently mutually agreed that the full sign-on bonus would be paid in 2025. The tranches of Mr. Wellen’s sign-on bonus will be subject to repayment on a pro-rated basis in the event Mr. Wellen voluntarily resigns or is terminated by the company for cause (as defined in the Wellen Employment Agreement) prior to the first and second anniversaries, respectively, of Mr. Wellen’s start date.

Other Named Executive Officer Retention Awards

In March 2025, our company granted Messrs. Wafford and Fitzharris and Ms. Bowe retention bonuses that were scheduled to vest on January 5, 2026, subject to their continued employment through such date, in the following amounts: Mr. Wafford — $1,000,000; Mr. Fitzharris — $1,000,000; Ms. Bowe — $685,000. In connection with the Special Bonus paid to each of these named executive officers in August 2025, each such named executive officer agreed to forfeit their retention award.

Special Bonus Awards

In August 2025, in connection with a comprehensive review of compensation programs and the implementation of a revised compensation structure, Old QVC Group paid each named executive officer (other than Mr. Wendling) a Special Bonus in exchange for the waiver of all participation in annual bonus programs for the 2025 and 2026 calendar years and all rights to receive equity-based compensation for such periods. As described in “Executive Compensation — Compensation Discussion and Analysis — Elements of 2025 Executive Compensation — 2025 Bonuses — Performance-Based Bonus Awards” above and “Executive Compensation — Compensation Discussion and Analysis — Incentive Compensation — 2025 Equity Awards” below, as a result of the receipt of the Special Bonuses, the named executive officers’ 2025 performance-based bonuses established in March 2025, the 2025 Rawlinson Term RSUs, the 2025 Multiyear RSUs, the 2025 Wellen Sign-On RSUs and a portion of the Rawlinson Performance Award were forfeited. The Special Bonuses were comprised of a retention component, subject to continued employment through specified dates, and a performance component, subject to achievement of specified performance goals. The Special Bonus amounts were as follows:

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Name	Total Special Bonus			Retention Component			Performance Component
David Rawlinson II		$	15,750,000		$	13,650,000		$	2,100,000
Bill Wafford		$	5,913,750		$	5,213,750		$	700,000
Stacy Bowe		$	2,960,399		$	2,694,936		$	265,463
Mike Fitzharris		$	3,589,240		$	3,287,162		$	302,078
Alex Wellen		$	2,951,000		$	2,665,050		$	285,950