QVC Group (NASDAQ: QVCGA) files late-10K notice, cites going concern

Rhea-AI Filing Summary

QVC Group, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and expects to file no later than the fifteenth calendar day following the prescribed due date under Rule 12b-25. Management states it anticipates disclosing substantial doubt about the Company’s ability to continue as a going concern, citing ongoing lender discussions and additional time needed for accounting, disclosures and audit review.

Key Figures

Fiscal period: December 31, 2025 Filing relief deadline: 15 calendar days Contact phone: (484) 701-1000 +2 more

5 metrics

Fiscal period December 31, 2025 Fiscal year ended

Filing relief deadline 15 calendar days Latest expected filing under Rule 12b-25

Contact phone (484) 701-1000 Registrant contact for the notification

Going concern disclosure substantial doubt Management anticipates this will be disclosed in the Form 10-K

SEC file number 001-33982 Filing identification

Key Terms

Rule 12b-25, going concern, forward-looking statements, Private Securities Litigation Reform Act

4 terms

Rule 12b-25 regulatory

"expects to file the Form 10-K as soon as practicable and no later than the fifteenth calendar day"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

going concern financial

"there remains substantial doubt about the Company’s ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

forward-looking statements regulatory

"This filing includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act regulatory

"within the meaning of the Private Securities Litigation Reform Act of 1995"

A federal law that changed how lawsuits by private investors against public companies over alleged securities fraud are started and handled. It requires plaintiffs to show specific facts about alleged wrongdoing up front, limits certain types of legal damages and stops lawyers from shopping for plaintiffs, so companies face fewer frivolous suits and investors know stronger cases move forward. Think of it as tightened screening at the courthouse to reduce baseless claims and clarify legal risk for investors.

SEC FILE NUMBER

001-33982

CUSIP NUMBERS

74915M100; 74915M209; 74915M308

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		x Form 10-K   ¨ Form 20-F   ¨ Form 11-K   ¨ Form 10-Q ¨ Form 10-D   ¨ Form N-CEN   ¨ Form N-CSR
		For Period Ended: December 31, 2025
		¨   Transition Report on Form 10-K
		¨   Transition Report on Form 20-F
		¨   Transition Report on Form 11-K
		¨   Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.    

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

N/A

PART I — REGISTRANT INFORMATION

QVC GROUP, INC.

Full Name of Registrant

N/A

Former Name if Applicable

1200 Wilson Drive

Address of Principal Executive Office (Street and Number)

West Chester, PA 19380

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

QVC Group, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) within the prescribed time period without unreasonable effort or expense. In light of ongoing discussions and negotiations with the Company’s lenders and the associated uncertainty related to such discussions, additional time is required for the Company to compile and analyze certain information and documentation and finalize certain disclosures required to be included in the Form 10-K, as well as to allow for the review by its independent registered public accounting firm.

Based on currently available information, management anticipates it will disclose, in the Form 10-K, that there remains substantial doubt about the Company’s ability to continue as a going concern. The Company currently expects to file the Form 10-K as soon as practicable and no later than the fifteenth calendar day following the prescribed due date, in accordance with Rule 12b-25.

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PART IV — OTHER INFORMATION

(1)		Name and telephone number of person to contact in regard to this notification
		Bill Wafford		(484)		701-1000
		(Name)		(Area Code)		(Telephone Number)
(2)		Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).  Yes x No ¨
(3)		Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  Yes x No ¨
		If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
		As previously disclosed in each of the Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2025, the Company has reported declining revenues as compared to the same periods in 2024.
		This filing includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about future financial performance and the Company’s ability to continue as a going concern. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, competitive issues, regulatory matters affecting our businesses, continued access to capital on terms acceptable to the Company, changes in law and government regulations, the availability of investment opportunities, general market conditions (including as a result of tariff volatility and uncertainty), the effects of and ability to comply with financial obligations, including our ability to repay our indebtedness upon maturity, our ability to continue as a going concern, the effects of impairment losses, issues impacting the global supply chain and labor market and use of social media and influencers. These forward-looking statements speak only as of the date of this filing, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the Company’s publicly filed documents, including the most recent Forms 10-K and 10-Q, for additional information about the Company and about the risks and uncertainties related to the Company’s business, which may affect the statements made in this filing.

QVC Group, Inc.

(Name of Registrant as Specified in the Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

	By:	/s/ Bill Wafford
	Name:	Bill Wafford
	Title:	Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer and Principal Accounting Officer)

Date: March 31, 2026

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FAQ

Why did QVC Group (QVCGA) file a Form 12b-25 delaying its 2025 10-K?

QVC Group cites ongoing discussions with its lenders and related uncertainty, requiring extra time to compile disclosures and complete the auditor review. Management also needs to finalize information tied to going concern considerations before filing.

When does QVC Group expect to file the delayed 2025 Form 10-K?

The company expects to file the Form 10-K as soon as practicable and no later than the fifteenth calendar day following the prescribed due date under Rule 12b-25. Exact filing date depends on completing accounting and audit review.

Does the filing say anything about QVC Group’s going concern status?

Yes. Management currently anticipates it will disclose that there remains substantial doubt about the Company’s ability to continue as a going concern in the Form 10-K, per the narrative in the Form 12b-25 notification.

Has QVC Group filed other periodic reports over the past 12 months?

Yes. The notification states that all other required periodic reports under Section 13 or 15(d) were filed during the preceding 12 months. The delay applies only to the Form 10-K for the year ended December 31, 2025.

Will QVC Group disclose changes in operating results in the delayed 10-K?

The company indicates it anticipates significant changes in results of operations versus the prior year, referencing declining revenues disclosed in its 2025 quarterly Form 10-Q reports and material uncertainties tied to operations.