Table of Contents

​

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 31, 2025

OR

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

For the transition period from      to

Commission File Number 001-33982

QVC GROUP, INC.

(Exact name of Registrant as specified in its charter)

​

​

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

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

​

​

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting stock held by nonaffiliates of QVC Group, Inc. computed by reference to the last sales price of QVC Group, Inc. common stock, as of the closing of trading on June 30, 2025, was approximately $22 million.

The number of outstanding shares of QVC Group, Inc.’s common stock as of March 31, 2026 was:

​

​

​

​

​

​

Table of Contents

EXPLANATORY NOTE

The Registrant is filing this Amendment No. 1 on Form 10-K/A (this Form 10-K/A) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the 2025 Form 10-K) to include all of the Part III information required by applicable Securities and Exchange Commission (SEC) rules and regulations. Accordingly, the Registrant hereby amends and replaces in their entirety Items 10, 11, 12, 13 and 14 in the 2025 Form 10-K.

As required by Rule 12b-15, the Registrant’s principal executive officer and principal financial officer are providing Rule 13a-14(a)/15(d)-14(a) certifications. Accordingly, the Registrant hereby amends Item 15 in the 2025 Form 10-K to add such reports as Exhibits.

Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures in the 2025 Form 10-K, including any of the financial information disclosed in Parts II and IV of the 2025 Form 10-K, and does not purport to reflect any information or events subsequent to the filing thereof.

​

1

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Form 10-K/A includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements and other matters that are not historical facts. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could” or similar terminology. These statements are based upon management’s current expectations and assumptions and are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things,

2

Table of Contents

Additional information regarding risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in our 2025 Form 10-K, which was filed with the SEC on April 15, 2026, and in our subsequent periodic reports. Forward-looking statements speak only as of the date they are made and, except as required by law, we undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise. We believe these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations.

​

3

Table of Contents

QVC Group, Inc.

2025 ANNUAL REPORT ON FORM 10-K/A

(Amendment No. 1)

Table of Contents

​

​

​

​

4

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following lists our directors and executive officers, their ages and a description of their business experience, including such person’s professional background and positions held with our company. The following also includes, as to each of our directors, how long such person has been a director of our company, other public company directorships and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of our board of directors.

Our Board of Directors (our Board or our Board of Directors) currently consists of eight directors, divided among three classes. Our Class I directors, whose term is expected to expire at the annual meeting of our stockholders in the year 2026, are Fiona P. Dias, Evan D. Malone and Roger Meltzer. Our Class II directors, whose term will expire at the annual meeting of our stockholders in the year 2027, are Carol Flaton, Gregory B. Maffei and David Rawlinson ll. Our Class III directors, whose term will expire at the annual meeting of our stockholders in the year 2028, are Richard N. Barton and M. Ian G. Gilchrist.

5

Table of Contents

​

6

Table of Contents

​

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

​

Board Composition

Our Board is comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, science and technology, venture capital, investment banking, legal services, auditing and financial engineering.

Board Classification

Our Board of Directors currently consists of eight directors, divided among three classes. Our Board believes that its current classified structure, with directors serving for three-year terms, is the appropriate board structure for our company at this time and is in the best interests of our stockholders for the following reasons.

Long-Term Focus & Accountability

Our Board believes that a classified board encourages our directors to look to the long-term best interest of our company and our stockholders, rather than being unduly influenced by the short-term focus of certain investors and special interests. In addition, our Board believes that three-year terms focus director accountability on the Board’s long-term strategic vision and performance, rather than short-term pressures and circumstances.

Continuity of Board Leadership

A classified board allows for a greater amount of stability and continuity providing institutional perspective and knowledge to both management and less-tenured directors. By its very nature, a classified board ensures that at any given time there will be experienced directors serving on our Board who are fully immersed in and knowledgeable about our businesses, including our relationships with current and potential strategic partners, as well as the competition, opportunities, risks and challenges that exist in the industries in which our businesses operate. We also believe the benefit of a classified board to our company and our stockholders comes not from continuity alone but rather from the continuity of highly qualified, engaged and knowledgeable directors focused on long-term stockholder interests. Each year, our nominating and corporate governance committee works actively to ensure our Board continues to be comprised of such individuals.

11

Table of Contents

Board Leadership Structure

Our Board has separated the positions of Chairman of the Board and Chief Executive Officer (principal executive officer). Gregory B. Maffei holds the position of Executive Chairman of the Board, leads our Board and Board meetings and provides strategic guidance to our Chief Executive Officer. David Rawlinson II, our President, holds the position of Chief Executive Officer, leads our management team and is responsible for driving the performance of our company. We believe this division of responsibility effectively assists our Board in fulfilling its duties.

Board Role in Risk Oversight

The Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees. Our audit committee oversees management of financial risks and business risks, including operational, data privacy and cybersecurity risks relating to potential conflicts of interest. Our compensation committee oversees the management of risks relating to our compensation arrangements with executive officers. Our nominating and corporate governance committee oversees the nomination of individuals with the judgment, skills, integrity and independence necessary to oversee the key risks associated with our company, as well as risks inherent in our corporate structure. These committees then provide reports periodically to the full Board. In addition, the oversight and review of other strategic risks are conducted directly by the full Board.

The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical short-, intermediate- and long-term risks. These areas of focus include existing and emerging strategic, operational, financial and reporting, succession and compensation, legal and compliance, cybersecurity, artificial intelligence and other risks, including those related to material environmental and social matters such as climate change, human capital management, equity and inclusion, and community relations. Our management reporting processes include regular reports from our Chairman of the Board and Chief Executive Officer, which are prepared with input from our senior management team, and also include input from our internal audit group. With our Board’s oversight, we seek to drive best practices through regular sustainability-focused internal meetings and discussions, including on topics such as sustainability disclosure and cybersecurity.

Code of Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, directors and officers, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act. Our code of business conduct and ethics is available on our website at https://investors.qvcgrp.com/investors/corporate-governance/governance-documents.

Insider Trading Policy

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, our company has adopted an Insider Trading Policy which governs among other things, the purchase, sale and other dispositions of our company’s securities, including by our directors, officers and employees. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Because our Insider Trading Policy and procedures are designed to address transactions in our company’s securities by our directors, officers, and employees, we do not have formal insider trading policies or procedures that govern our purchase of our company’s securities. A copy of our Insider Trading Policy is filed as Exhibit 19 to the 2025 Form 10-K.

Family Relationships; Legal Proceedings

There is no family relationship between any of our executive officers or directors, by blood, marriage or adoption.

During the past ten years, none of our directors and executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.

12

Table of Contents

Committees of the Board of Directors

The Board of Directors has four standing committees: audit, compensation, executive and nominating and corporate governance. The key responsibilities and focus areas of each committee, as well as their current members and information on the number of meetings during 2025 are set forth below. The written charters for the audit, compensation and nominating and corporate governance committees as adopted by each such committee, as well as our corporate governance guidelines (which were developed by the nominating and corporate governance committee), can be found on our website at www.qvcgrp.com.

Our Board of Directors, by resolution, may from time to time establish other committees of our Board of Directors, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of our Board of Directors, subject to applicable law.

The Board of Directors has determined that all of the members of each of the audit, compensation and nominating and corporate governance committees are independent.

Audit Committee Overview

The audit committee reviews and monitors the corporate accounting and financial reporting and the internal and external audits of our company. The audit committee’s functions include, among other things, (i) appointing or replacing our independent auditors, (ii) reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of our audits with our independent auditors, (iii) reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors, (iv) reviewing the compliance with and the adequacy of our existing major accounting and financial reporting policies, (v) reviewing our management’s procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices, (vi) confirming compliance with applicable SEC and stock exchange rules, and (vii) preparing a report for our annual proxy statement.

The audit committee met four times in 2025. The chair of the audit committee is M. Ian G. Gilchrist, and the other members are Fiona P. Dias, Carol Flaton, and Roger Meltzer. Larry E. Romrell was a member of the audit committee prior to June 2025. Our Board of Directors has determined that Mr. Gilchrist is an “audit committee financial expert” under applicable SEC rules and regulations.

Executive Committee Overview

Our executive committee may exercise all the powers and authority of our Board of Directors in the management of our business and affairs (except as specifically prohibited by the General Corporation Law of the State of Delaware). This includes the power and authority to authorize the issuance of shares of our capital stock.

No meetings of the executive committee were held in 2025. The members of the executive committee are Gregory B. Maffei and David Rawlinson II. John C. Malone was a member of the executive committee prior to May 2025.

Compensation Committee Overview

The compensation committee assists the Board in discharging its responsibilities relating to compensation of our company’s executives. The compensation committee’s functions include, among other things, (i) reviewing and approving corporate goals and objectives relevant to the compensation of our Chairman of the Board, Chief Executive Officer and our other executive officers, (ii) reviewing and approving the compensation of our executive officers, (iii) making recommendations to our Board and administering any incentive-compensation plans and equity-based plans, and (iv) producing a report on executive compensation for our annual proxy statement.

The compensation committee met 17 times in 2025. The chair of the compensation committee is Roger Meltzer, and the other members are Carol Flaton and M. Ian G. Gilchrist. Larry E. Romrell was a member of the compensation committee prior to June 2025, and Andrea L. Wong was a member of the compensation committee prior to May 2025.

13

Table of Contents

Nominating and Corporate Governance Committee Overview

The nominating and corporate governance committee’s functions include, among other things, (i) identifying and recommending individuals qualified to become Board members consistent with criteria established or approved by our Board of Directors, with the assistance of the committee, from time to time, (ii) identifying director nominees for upcoming annual meetings, (iii) developing corporate governance guidelines applicable to our company, and (iv) overseeing the evaluation of our Board and our management.

The nominating and corporate governance committee met one time in 2025. The members of the nominating and corporate governance committee are Richard N. Barton and Fiona P. Dias. Andrea L. Wong was a member of the nominating and corporate governance committee prior to May 2025.

Board Criteria and Director Candidates

Board Criteria. The nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity, values and judgment and should be committed to the long-term interests of our stockholders. To be nominated to serve as a director, a nominee need not meet any specific minimum criteria. As described in our corporate governance guidelines, director candidates are identified and nominated based on broad criteria, with the objective of identifying and retaining directors that can effectively develop our company’s strategy and oversee management’s execution of that strategy. In the director candidate identification and nomination process, our Board seeks a breadth of experience from a variety of industries and from professional disciplines, along with a diversity of demographics and perspectives. When evaluating a potential director nominee, including one recommended by a stockholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to, the following:

The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Outside Commitments. In recent years, some investors and proxy advisors have instituted “bright-line” proxy voting policies on the number of outside public company boards that a director may serve on. Our Board of Directors recognizes investors’ concerns that highly sought-after directors could lack the time and attention to adequately perform their duties and responsibilities, and considers each director’s performance and commitment to ensure their continued effectiveness as a director. Additionally, our Board recognizes that outside commitments may also present conflicts, or potential conflicts, of interest for our directors. Our company and our Board value the benefits derived from our directors from their service on other public company boards, as such service provides our directors with diverse perspectives, in-depth industry knowledge and cross-industry insights, all of which we believe enhance the knowledge base and skill set of our Board as a whole. Based on this perspective, we have considered the facts and circumstances of the roles of our directors with our company, including the following considerations:

14

Table of Contents

We believe that the outside service of our directors does not conflict with, and instead enhances, their respective roles and responsibilities at our company.

Director Candidate Identification Process. The nominating and corporate governance committee will consider candidates for director recommended by any stockholder provided that such recommendations are properly submitted. Eligible stockholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Corporate Secretary, QVC Group, Inc., 1200 Wilson Drive, West Chester, Pennsylvania 19380. Stockholder recommendations must be made in accordance with our bylaws, as discussed under “The Annual Meeting—Stockholder Proposals” above, and contain the following information:

15

Table of Contents

In connection with its evaluation, the nominating and corporate governance committee may request additional information from the Proposing Person and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors. The nominating and corporate governance committee will evaluate a prospective nominee suggested by any stockholder in the same manner and against the same criteria as any other prospective nominee identified by the nominating and corporate governance committee.

When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, stockholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to our Board of Directors, it may recommend to the full Board that candidate’s nomination and election.

Prior to nominating an incumbent director for re-election at an annual meeting of stockholders, the nominating and corporate governance committee will consider the director’s past attendance at, and participation in, meetings of the Board of Directors and its committees and the director’s formal and informal contributions to the various activities conducted by the Board and the Board committees of which such individual is a member. In addition, the nominating and corporate governance committee will consider any outside directorships held by such individual. See “—Outside Commitments” above.

Board Meetings

During 2025, there were fourteen meetings of our full Board of Directors.

Director Attendance at Annual Meetings

Our Board of Directors encourages all members of the Board to attend each annual meeting of our stockholders. Six of our nine directors then-serving attended our 2025 annual meeting of stockholders.

Stockholder Communication with Directors

Our stockholders may send communications to our Board of Directors or to individual directors by mail addressed to the Board of Directors or to an individual director c/o QVC Group, Inc., 1200 Wilson Drive, West Chester, Pennsylvania 19380. All such communications from stockholders will be forwarded to our directors on a timely basis. Stockholders are also encouraged to send communications to QVC Group Investor Relations, which conducts robust stockholder engagement efforts for our company and provides our Board with insight on stockholder concerns.

Executive Sessions

Under Nasdaq’s listing standards, to which we were subject until April 24, 2026, the independent directors are required to meet in regularly scheduled executive sessions, without management participation.

16

Table of Contents

Hedging Disclosure

We do not have any practices or policies regarding the ability of our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.

Changes in Control

Other than the Chapter 11 Cases described in the 2025 Form 10-K and as further discussed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2026, we know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.

Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms filed with the SEC and written representations made to us by our executive officers and directors, we believe that, during the year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten-percent beneficial owners were met, with the exception of a Form 3 by Carol Flaton on July 18, 2025.

Item 11. Executive Compensation

This section sets forth information relating to, and an analysis and discussion of, compensation paid by our company to the following persons (who we collectively refer to as our named executive officers):

17

Table of Contents

Special Note Regarding Chapter 11 Cases

As previously disclosed in the 2025 Form 10-K and as discussed below, we have initiated voluntary Chapter 11 proceedings. Pursuant to the plan of reorganization filed in connection with such proceedings, it is anticipated that, upon approval of such plan and in connection with emergence from these proceedings, all of our company’s outstanding capital stock and outstanding equity awards will be 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 connection with the comprehensive review of our company’s compensation programs and the implementation of a revised compensation structure for our company’s senior executives, the company 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 our company 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. We have 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 our 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 our 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 voluntary Chapter 11 proceedings on April 16, 2026, 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.

18

Table of Contents

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 us for 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:

​

​

​

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

​

19

Table of Contents

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

​

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:

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 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.

20

Table of Contents

Elements of 2025 Executive Compensation

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

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 Rawlinson 2025 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.

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

21

Table of Contents

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 the comprehensive review of our company’s compensation programs and the implementation of a revised compensation structure for our company’s senior executives (including our named executive officers (other than Mr. Wendling)), the company paid Messrs. Rawlinson, Wafford, Fitzharris, Wellen and Ms. Bowe $15,750,000, $5,913,750, $3,589,240, $2,951,000 and $2,960,399, respectively (the Special Bonuses), in exchange for the waiver of all participation in any annual bonus program established by our company 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. 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 are comprised of a retention component, which vests subject to each named executive officers’ continued employment with our company through specified dates, and a performance component, which can be earned in five equal tranches based on the achievement of five specified performance goals (including the year-end customer count for the 2026 fiscal year, our company’s Adjusted OIBDA for the 2026 fiscal year compared to that for the 2025 fiscal year, the date by which a plan of reorganization of our company is approved under Chapter 11 of the Bankruptcy Code (the Emergence Date), a reduction in our company’s fixed costs over the 2025 and 2026 fiscal years and the amount of proceeds realized from the sale of specified properties), subject to the named executive officer’s continued employment through the applicable performance period. Upon certain terminations of employment prior to satisfaction of a service requirement, or, with respect to the performance component, to the extent the applicable performance goals are not achieved, the named executive officer will be required to repay the after-tax value of the applicable portion of the Special Bonus. The chart below summarizes the portion of each named executive officers’ Special Bonus related to the retention component (and the vesting dates thereof) and the performance component.

​

22

Table of Contents

​

As described above, following the payment of the Special Bonuses in August 2025, we initiated voluntary Chapter 11 proceedings in April 2026. Pursuant to the plan of reorganization filed in connection with such proceedings, it is anticipated that, upon approval of such plan and in connection with emergence from these proceedings, all of our company’s outstanding capital stock and outstanding equity awards will be cancelled for no value. The chart below summarizes the compensation elements that are reported in the “Stock Awards” column of the Summary Compensation Table (that is, the equity-based awards or the Rawlinson Performance Award, which is accounted for in a similar manner) that were forfeited by each named executive officer in exchange for the Special Bonus or that are anticipated to be cancelled for no value in the Chapter 11 proceedings.

​

​

After giving effect to the forfeitures described above, the total compensation that would have been reported for each of Messrs. Rawlinson, Wafford, Fitzharris and Wellen and Ms. Bowe in the Summary Compensation Table with respect to 2025, had SEC rules permitted the removal of the grant date fair value of awards that were forfeited or that are anticipated to be cancelled for no value in the Chapter 11 proceedings, would have been as follows:

​

​

​

23

Table of Contents

In addition, as described above, the named executive officers also agreed to waive all participation in any annual bonus program established by our company or any of its affiliates for the 2025 and 2026 calendar years and all rights to receive any equity-based compensation for the calendar year 2026. Messrs. Wafford and Fitzharris and Ms. Bowe also agreed to waive the right to receive previously granted retention bonuses. In accordance with SEC rules, none of these amounts have been reported in the Summary Compensation Table. The chart below summarizes the target amount of the named executive officers’ 2025 annual bonus they agreed to waive, which are described in the “Grants of Plan-Based Awards” table below, and which were forfeited by each named executive officer in exchange for the Special Bonus.

​

​

​

Incentive Compensation

Before its expiration on May 21, 2025, the 2020 incentive plan provided for the grant of a variety of incentive awards, including non-qualified stock options (stock options or options), restricted shares, restricted stock units (RSUs), stock appreciation rights (SARs) and performance awards (including cash-based awards). Subject to share availability considerations, our compensation committee granted stock-based incentive awards, most recently RSUs, performance awards and options.

2025 Equity Awards

Equity Awards Granted in March 2025 and Forfeited in Connection with Payment of Special Bonuses. In March 2025, our company granted Mr. Rawlinson RSUs pursuant to the 2025 Rawlinson Employment Agreement (the 2025 Rawlinson Term RSUs), which were scheduled to vest in three substantially equal installments on each of December 10, 2025, December 10, 2026 and December 10, 2027, and granted cash-settled RSUs to our other named executive officers (the 2025 Multiyear RSUs and the 2025 Wellen Sign-On RSUs), which represented the right to receive a cash payment equal to the product of the fair market value of a QVCGA share as of vesting, subject to a minimum per share amount of $0.18 and a maximum per share amount of $0.74 (which amounts represent pre-reverse-stock-split prices), multiplied by the number of cash-settled RSUs that vest. Each of Messrs. Wafford, Fitzharris and Wellen and Ms. Bowe received the 2025 Multiyear RSUs, which were scheduled to vest in three substantially equal installments on each of March 15, 2026, March 15, 2027 and March 15, 2028, and Mr. Wellen also received the 2025 Wellen Sign-On RSUs, which were scheduled to vest 50% on each of March 15, 2026 and March 15, 2027. In connection with the Special Bonus paid to each of our named executive officers in August 2025, the 2025 Rawlinson Term RSUs, 2025 Multiyear RSUs and 2025 Wellen Sign-On RSUs were forfeited.

24

Table of Contents

QVC CEO Performance Award. Pursuant to the 2025 Rawlinson Employment Agreement, Mr. Rawlinson was granted a long-term cash award with a target grant date value equal to $15 million (the Rawlinson Performance Award), which can be earned and vest in three equal tranches each having a target value of $5 million. Vesting of the Rawlinson Performance Award, which can be earned between 50% and 200% of target (with each tranche vesting in a minimum vesting amount of $2.5 million but not more than $10 million), will be subject to the performance of the QVCGA stock price over three individual performance periods, by reference to the change in the QVCGA stock price from the beginning of the period through the end of the period, and Mr. Rawlinson remaining employed by our company or a subsidiary through the date the level of achievement of the applicable performance metrics are determined (the determination date).

The first performance period was scheduled to begin on the day following the day earnings were released for the 2024 fiscal year and run through the end of the ten-day period that began (and included) the day following the day earnings were released for the 2025 fiscal year, with the Starting Price equal to $0.40 (which was later adjusted to reflect the impact of the reverse-stock-split) and the Ending Price equal to the average closing market price of a share of QVCGA during the ten (10)-day period beginning on the day following the earnings release for the 2025 fiscal year; the second performance period began at the end of the originally scheduled first performance period and will run through the end of the ten-day period that begins (and includes) the day following the day earnings are released for the 2026 fiscal year, with the Starting Price equal to the Ending Price for the first performance period and the Ending Price equal to the average closing market price of a share of QVCGA during the ten (10)-day period beginning on the day following the earnings release for the 2026 fiscal year; and the third performance period will begin at the end of the second performance period and run through the end of the ten-day period that begins (and includes) the day following the day earnings are released for the 2027 fiscal year, with the Starting price equal to the Ending Price for the second performance period and the Ending Price equal to the average closing market price of a share of QVCGA during the ten (10)-day period beginning on the day following the earnings release for the 2027 fiscal year.

The portion of each applicable tranche that vests will be as follows, with straight line interpolation between levels:

​

In connection with the Special Bonus paid to Mr. Rawlinson in August 2025, Mr. Rawlinson agreed to forfeit the portion of the Rawlinson Performance Award that could be earned with respect to the first performance period and fifty percent (50%) of the Rawlinson Performance Award that could be earned with respect to the second performance period.

Other Equity Awards that Vested in or Remained Outstanding During 2025

Multiyear Performance-Based RSUs. In March 2023, Ms. Bowe and Mr. Fitzharris were granted cash-settled performance-based RSUs (the 2023 Performance-based RSUs), which were divided into three tranches that could be earned based on our Adjusted OIBDA over the annual performance periods beginning and ending January 1, 2023 and December 31, 2023, January 1, 2024 and December 31, 2024 and January 1, 2025 and December 31, 2025, respectively. To the extent the Adjusted OIBDA goals were not achieved during the tranche’s applicable annual performance period, such tranche (and any prior tranches that had not yet been earned) could be earned to the extent Adjusted OIBDA goals were achieved for the subsequent annual performance period. No portion of the 2023 Performance-based RSUs were earned, and as a result, the 2023 Performance-based RSUs were forfeited pursuant to their terms.

In March 2024, Messrs. Fitzharris and Wafford and Ms. Bowe were granted cash-settled performance-based RSUs, which could have been earned based on our Adjusted OIBDA over the period beginning January 1, 2024 and ending December 31, 2024 and, to the extent earned, would have vested one-third on each of March 15, 2025, March 15, 2026 and March 15, 2027. Such Adjusted OIBDA goals were not met as of December 31, 2025 and, as a result, such performance-based RSUs were forfeited pursuant to their terms.

Multiyear Time-Based RSUs. In March 2024, Messrs. Fitzharris and Wafford and Ms. Bowe were granted cash-settled RSUs with respect to QVCGA stock (the 2024 Multiyear RSUs), which vested one-third on each of March 15, 2025 and March 15, 2026 and the remaining one-third will vest on March 15, 2027. See the “Outstanding Equity Awards at Fiscal Year-End” table below for more information about these multiyear time-based RSUs.

25

Table of Contents

Sign-On RSUs. In May 2023 and March 2024, Mr. Wafford and Ms. Bowe, respectively, were granted RSUs with respect to QVCGA (the Wafford Sign-On RSUs and the Bowe Sign-On RSUs, respectively) in connection with the entry into the Wafford Employment Agreement and the Bowe Employment Agreement (each as defined in “Executive Compensation Agreements––Other Named Executive Officer Employment Agreements” below). The Wafford Sign-On RSUs vested 33% on each of March 20, 2024 and March 20, 2025 and 34% on March 20, 2026 and the Bowe Sign-On RSUs vested 50% on each of March 5, 2025 and March 5, 2026. See the “Outstanding Equity Awards at Fiscal Year-End” table below for more information about the Wafford Sign-On RSUs and the Bowe Sign-On RSUs.

Multiyear Awards with Final Vesting Tranches in 2025. Certain of our named executive officers were granted options to purchase, or RSUs with respect to, QVCGA, which vested over three or four years and for which the final vesting occurred in 2025. These awards include, for Ms. Bowe, a multiyear RSU award granted in 2022, the final 34% of which vested on December 8, 2025 and, for Mr. Fitzharris, (1) multiyear options granted in 2021, the final 12.5% of which vested on March 10, 2025, (2) multiyear RSUs granted in 2021, the final 25% of which vested on March 10, 2025 and (3) multiyear RSUs granted in 2022, the final 34% of which vested on March 10, 2025.

Perquisites and Personal Benefits

We provide limited perquisites and other personal benefits available to our executives (that are not otherwise available to all of our salaried employees). In 2025, we reimbursed Mr. Rawlinson $15,000 of legal fees incurred in connection with the execution of the 2025 Rawlinson Employment Agreement and we reimbursed Mr. Fitzharris for tax preparation assistance and taxes incurred as a result of this reimbursement.

Changes for 2026

On April 10, 2026, the Company amended and restated the employment agreements for our named executive officers (other than Mr. Wendling) and adopted an executive severance plan (as described below), in each case, to provide for market standard severance provisions, including enhanced change in control severance benefits, in accordance with recommendations and materials previously reviewed and approved by our Board of Directors and compensation committee. As amended and restated, the material terms of the employment agreements are unchanged from the prior employment agreements described in “Executive Compensation—Executive Compensation Arrangements” below, except as described herein.

In connection with the amendment and restatement of the employment agreements, and based on the compensation committee’s review of updated market compensation data, the target annual bonus percentages for Messrs. Fitzharris and Wafford were increased from 60% to 110% of base salary to bring total target cash compensation for each closer to competitive market levels.

The amended and restated employment agreements now also provide that all of our named executive officers (other than Mr. Wendling), in addition to terminations of employment without “cause”, will be eligible for severance benefits upon a resignation with “good reason” (as each such term is defined in the applicable amended and restated employment agreement, and each such termination referred to in this section as an Involuntary Termination), to the extent their original agreement did not already provide for severance benefits upon a resignation with “good reason.” Upon an Involuntary Termination outside of a Change in Control Period (as defined below) and subject to such named executive officer’s execution and non-revocation of a general release of claims and ongoing compliance with certain restrictive covenant obligations, the named executive officers (other than Mr. Rawlinson) will be eligible for the following severance benefits: (i) a severance payment equal to 1.5x the sum of the named executive officer’s base salary and target annual bonus; (ii) a pro-rata target annual bonus for the termination year (referred to in this section as the Pro-Rata Bonus); and (iii) continued participation for the Executive and their eligible dependents in the Company’s group health plan at the Company’s expense for up to 18 months (referred to in this section as the COBRA Benefit). In addition to the foregoing, Mr. Rawlinson, in addition to his existing severance entitlements and subject to the same terms and conditions thereof, will be entitled to receive a Pro-Rata Bonus and the COBRA Benefit. In addition, Mr. Rawlinson’s employment agreement was amended to provide that his term of employment, previously set to expire in December 2027 without automatic renewal, will now automatically renew for successive one-year periods unless either Mr. Rawlinson or our company provides notice of non-renewal prior to the applicable renewal date. If our company elects not to renew Mr. Rawlinson’s amended and restated employment agreement, he will be entitled to receive the severance benefits described above and below in connection with an Involuntary Termination. If Mr. Rawlinson elects not to renew his employment term, he will not be entitled to such severance benefits.

26

Table of Contents

The amended and restated employment agreements also provide that, upon an Involuntary Termination occurring during the period that is three months prior to or 18 months following a Change in Control (as defined in the amended and restated employment agreements; provided that the emergence from the Chapter 11 Cases shall not constitute a Change in Control) (referred to in this section as the Change in Control Period), in lieu of the foregoing, the named executive officers will be eligible to receive the following severance benefits: (i) a severance payment equal to 2.0x (or 2.5x for Mr. Rawlinson) the sum of the named executive officer’s base salary and target annual bonus; (ii) a Pro-Rata Bonus; (iii) the COBRA Benefit and (iv) for Mr. Rawlinson only, payment of any earned but unpaid bonus for the prior year.

In addition to amending and restating employment agreements with the named executive officers, the Company adopted an executive severance plan, which provides employees with a title of vice president or higher with certain severance benefits based on such employee’s tenure with the Company at the time of termination and/or whether such termination occurs during a Change in Control Period.

Deductibility of Executive Compensation

In developing the 2025 compensation packages for the named executive officers, the deductibility of executive compensation under Section 162(m) of the Code was considered. That provision prohibits the deduction of compensation of more than $1 million paid to a “covered employee”, where a covered employee is any individual who serves as the Chief Executive Officer, Chief Financial Officer or qualifies as one of the other three most highly compensated executive officers in any year and, beginning in 2027 and any later year, any individual, other than those previously listed, who qualifies as one of the five most highly compensated employees, subject to certain exceptions. Following the enactment of the Tax Cuts and Jobs Act of 2017, beginning with the 2018 calendar year, an individual who is a covered employee will remain a covered employee (even if not serving in one of the enumerated positions in a subsequent calendar year) and there is no longer any exception for qualified performance-based compensation. Therefore, portions of the compensation we pay to the named executive officers may not be deductible due to the application of Section 162(m) of the Code. Our compensation committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for the named executive officers is not material relative to the benefit of being able to attract and retain talented management.

Recoupment Provisions

In August 2023, the Board of Directors approved a policy for the recovery or erroneously awarded compensation, or “clawback” policy, applicable to executive officers. The policy implements the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the Nasdaq listing standards, and requires recovery of incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that our company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. In addition, our company has maintained its recoupment provisions whereby our company may require an executive to repay or return to our company any cash, stock or other incentive compensation (including proceeds from the disposition of shares received upon exercise of options or SARs). That right will arise if (1) a material restatement of any of our financial statements is required and (2) in the reasonable judgment of our compensation committee, (A) such restatement is due to material noncompliance with any financial reporting requirement under applicable securities laws and (B) such noncompliance is a result of misconduct on the part of the executive. In determining the amount of such repayment or return, our compensation committee may take into account, among other factors it deems relevant, the extent to which the market value of the applicable series of our common stock was affected by the errors giving rise to the restatement. Under these recoupment provisions, the cash, stock or other compensation that we may require the executive to repay or return must have been received by the executive during the 12-month period beginning on the date of the first public issuance or the filing with the SEC, whichever occurs earlier, of the financial statement requiring restatement, and the compensation required to be repaid or returned will include (1) cash or company stock received by the executive (A) upon the exercise during that 12-month period of any stock appreciation right held by the executive or (B) upon the payment during that 12-month period of any incentive compensation, the value of which is determined by reference to the value of company stock, and (2) any proceeds received by the executive from the disposition during that 12-month period of company stock received by the executive upon the exercise, vesting or payment during that 12-month period of any award of equity-based incentive compensation. Additionally, beginning in December 2020, we began including in new forms of equity-based award agreements a right, in favor of our company, to require the executive to repay or return to our company, upon a reasonable determination by our compensation committee that the executive breached the confidentiality obligations included in the agreement, all or any portion of the outstanding award, any shares received under awards during the 12-month period prior to any such breach or

27

Table of Contents

any time after such breach and any proceeds from the disposition of shares received under awards during the 12-month period prior to any such breach or any time after such breach.

Compensation Committee Interlocks and Insider Participation

The compensation committee members whose names appear on the Compensation Committee Report below comprised the compensation committee during 2025. No member of our compensation committee during 2025 is or has been an officer or employee of our company, or has engaged in any related party transaction during 2025 in which our company was a participant.

Compensation Committee Report

The compensation committee has reviewed and discussed with our management the “Compensation Discussion and Analysis” included under “Executive Compensation” above. Based on such review and discussions, the compensation committee recommended to our Board of Directors that the “Compensation Discussion and Analysis” be included in this Form 10-K/A.

Submitted by the Members of the Compensation Committee

Carol Flaton

M. Ian G. Gilchrist

Roger Meltzer

Summary Compensation Table

​

28

Table of Contents

​

Included in this column are the matching contributions made by the named executive officer’s employer on behalf of each of the named executive officers to the applicable 401(k) plan. Messrs. Rawlinson, Wafford and Wellen did not participate in the applicable 401(k) savings plan in 2025, 2024 or 2023, as applicable, and therefore did not receive a matching contribution.

​

​

Executive Compensation Arrangements

The below descriptions of our named executive officers’ employment agreements are descriptions of the terms of their employment agreements in effect in 2025. As described in “Executive Compensation—Compensation Discussion and Analysis—Changes for 2026” above, on April 10, 2026, our named executive officer’s employment agreements were amended and restated and an executive severance plan was adopted. The terms of these arrangements, as summarized above, apply on a move-forward basis and therefore will be described in more detail in next year’s proxy statement.

29

Table of Contents

David Rawlinson II

On February 27, 2025, we entered into the 2025 Rawlinson Employment Agreement, as described below.

The 2025 Rawlinson Employment Agreement has an expiration date of December 31, 2027 (the Initial Term), which may be extended for an additional year if mutually agreed (together with the Initial Term, the Term).

Base Salary; Annual Cash Bonus.

Pursuant to the 2025 Rawlinson Employment Agreement, Mr. Rawlinson is entitled to receive an annual base salary of $1,750,000, which, for 2025, was effective retroactive to January 1, 2025, and is eligible to receive an annual cash bonus during each year of the Term, which annual cash bonus, at the target level of performance, will equal 200% of his annual base salary. Mr. Rawlinson’s maximum annual cash bonus is capped at 300% of his annual base salary each year. As described in “Executive Compensation—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—2025 Bonuses—Special Bonus Awards”, Mr. Rawlinson waived his right to receive an annual cash bonus in respect of the 2025 and 2026 performance years.

Retention Bonus.

Mr. Rawlinson received a retention bonus of $2,250,000, which is subject to repayment on a pro­rated, 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.

Term Restricted Stock Units.

Pursuant to the 2025 Rawlinson Employment Agreement, Mr. Rawlinson received a grant of RSUs with respect to shares of QVCGA with an intended target grant date fair value of $6,000,000 (the 2025 Rawlinson Term RSUs described in “Executive Compensation—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—Incentive Compensation—Equity Awards Granted in March 2025 and Forfeited in Connection with Payment of Special Bonuses” above), which were to vest one-third on each of December 10, 2025, December 10, 2026, and December 10, 2027, in each case, subject to Mr. Rawlinson remaining employed by our company or a subsidiary through the applicable vesting date. As described in “Executive Compensation—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—2025 Bonuses—Special Bonus Awards”, the 2025 Rawlinson Term RSUs were forfeited in connection with the grant of the Special Bonus.

Multiyear Performance Award.

Pursuant to the 2025 Rawlinson Employment Agreement, Mr. Rawlinson received a long-term cash award with a target grant date value equal to $15 million (the Rawlinson Performance Award described in “Executive Compensation—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—Incentive Compensation—QVC CEO Performance Award” above), which could be earned and vest in three equal tranches. Vesting of the Rawlinson Performance Award, which can be earned between 50% and 200% of target (with each tranche vesting in a minimum vesting amount of $2.5 million but not more than $10 million), is subject to the performance of the QVCGA stock price over three individual performance periods, by reference to the change in the QVCGA stock price from the beginning of the period through the end of the period, and Mr. Rawlinson remaining employed by our company or a subsidiary through the date the level of achievement of the applicable performance metrics are determined. As described in “Executive Compensation—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—2025 Bonuses—Special Bonus Awards”, the first tranche of the Rawlinson Performance Award and 50% of the second tranche of the Rawlinson Performance Award were forfeited in connection with the grant of the Special Bonus.

Restrictive Covenants.

Mr. Rawlinson is subject to certain restrictive covenants during and following his employment, including perpetual confidentiality provisions, non-competition and non-interference provisions during his employment and for eighteen months following the termination of his employment for any reason and non-solicitation of employees provisions during his employment and for two years following the termination of his employment for any reason.

30

Table of Contents

Termination.

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), he will be entitled only to his accrued base salary and any accrued vacation through the date of termination, any unpaid expense reimbursements, any vested benefits owed in accordance with other applicable plans, programs and arrangements of our company and any amounts due under applicable law (the Standard Entitlements). In addition, if Mr. Rawlinson terminates his employment without good reason, he will be entitled to any awarded but unpaid annual bonus for the calendar year prior to the year in which the termination occurred (Prior Year Annual Bonus), subject to his execution of a release and compliance with the restrictive covenants. In each case, he will also forfeit all rights to the unvested portion of the Rawlinson Performance Award that was not forfeited in connection with the grant of Mr. Rawlinson’s Special Bonus.

If, however, Mr. Rawlinson is terminated without cause or if he terminates his employment for good reason, he will receive the Standard Entitlements and, subject to his execution of a release and compliance with the restrictive covenants, 1.5 times the sum of his base salary and his target annual bonus paid in installments over 18 months as well as any Prior Year Annual Bonus. Subject to Mr. Rawlinson’s execution of a release and compliance with the restrictive covenants, the vesting tranche of Mr. Rawlinson’s Performance Award that would have been paid to Mr. Rawlinson had he remained employed through the first determination date following his termination of employment will remain outstanding and eligible to be earned based on actual performance through the performance period.

In the case of Mr. Rawlinson’s death or disability, the 2025 Rawlinson Employment Agreement provides for (i) payment of the Standard Entitlements, (ii) continued payment of his base salary for one year and (iii) payment of any Prior Year Annual Bonus, subject, in the case of (ii) and (iii) to the execution and nonrevocation of a release and compliance with the restrictive covenants. In addition, subject to Mr. Rawlinson’s execution and nonrevocation of a release, the vesting tranche of Mr. Rawlinson’s Performance Award that would have been paid to Mr. Rawlinson (for the avoidance of doubt, not including any portion that was forfeited in connection with the grant of Mr. Rawlinson’s Special Bonus) had he remained employed through the first determination date following his termination of employment will remain outstanding and eligible to be earned based on actual performance through the performance period.

If Mr. Rawlinson’s employment is terminated at or following expiration of the Term, he will receive the Standard Entitlements and, except in the case of a termination for cause, and subject to the execution of a release and compliance with the restrictive covenants, Mr. Rawlinson will receive any Prior Year Annual Bonus and his 2027 annual bonus and last vesting tranche of the Rawlinson Performance Award will remain outstanding and eligible to be earned based on actual performance through the performance period.

Other Named Executive Officer Employment Agreements

Our other named executive officers are each party to an employment agreement, as subsequently amended, with one of our subsidiaries (the Wafford Employment Agreement, Fitzharris Employment Agreement, Wellen Employment Agreement and Bowe Employment Agreement, respectively, and collectively, the NEO Employment Agreements).

The Wafford Employment Agreement, Fitzharris Employment Agreement and Bowe Employment Agreement each have a one-year term that automatically renews unless the named executive officer provides ninety (90) days’ notice of his or her intent not to renew or his or her employment is otherwise terminated. The Wellen Employment Agreement has an initial one-year term that began on March 17, 2025 and which will automatically renew unless Mr. Wellen provides ninety (90) days’ notice of his intent not to renew or his employment is otherwise terminated.

Base Salary; Annual Cash Bonus.

The NEO Employment Agreements provide for an annual base salary and provide that, for each calendar year during the term, the named executive officer is eligible to participate in the then-current annual bonus program in accordance with its terms and conditions, which annual bonus will have a target amount equal to 60% of the named executive officer’s base salary and which may be modified up or down based on actual company and personal performance. As described in “Executive Compensation—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—2025 Bonuses—Special Bonus Awards”, each of Messrs. Wafford, Fitzharris and Wellen and Ms. Bowe waived his or her right to receive an annual cash bonus in respect of the 2025 and 2026 performance years.

31

Table of Contents

Sign-On Award.

Mr. Wellen received a sign-on bonus of $300,000, which 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-month anniversary of Mr. Wellen’s start date. However, the full sign-on bonus was 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.

LTIP Award.

The Wellen Employment Agreement provided that Mr. Wellen would receive an attraction award comprised of RSUs with respect to QRTEA with an intended grant date value of $500,000 and that would vest over two years (which was granted as the 2025 Wellen Sign-On RSUs). In addition, pursuant to the NEO Employment Agreements, for each calendar year during the term, the named executive officer is eligible to participate in the then-current long-term incentive program in accordance with its terms and conditions, which awards are discretionary and may vary from year to year, and will have a target grant value equal to 155% of the named executive officer’s base salary and which may be modified up or down based on actual personal performance and the terms of the applicable grant agreement. As described in “Executive Compensation—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—2025 Bonuses—Special Bonus Awards”, the equity awards granted to the named executive officers in 2025 (the 2025 Wellen Sign-On RSUs and the 2025 Multiyear RSUs) were forfeited in connection with the grant of the Special Bonus.

Restrictive Covenants.

Messrs. Wafford, Fitzharris and Wellen and Ms. Bowe are subject to certain restrictive covenants during their employment and Mr. Fitzharris is subject to certain restrictive covenants for twelve months following the termination of his employment, including confidentiality provisions, non-solicitation, non-competition and non-interference provisions.

Termination.

In the event Messrs. Wafford, Fitzharris or Wellen or Ms. Bowe is terminated for cause or due to his or her death or disability or voluntarily terminates his or her employment, he or she will be entitled only to his or her accrued base salary and Mr. Wellen will be entitled to any unpaid expense reimbursements, any vested benefits owed in accordance with other applicable plans, programs and arrangements of the Company and any amounts due under applicable law (as applicable, the Standard Entitlements).

If, however, Messrs. Wafford, Fitzharris or Wellen or Ms. Bowe is terminated without cause, or, for Mr. Wellen and Ms. Bowe, his or her employment is terminated by him or her for good reason (as defined in the Bowe Employment Agreement and the Wellen Employment Agreement, respectively) he or she will receive the Standard Entitlements and, subject to his or her execution and nonrevocation of a release and, for Mr. Fitzharris, compliance with the restrictive covenants, base salary continuation for twelve months. In addition, Ms. Bowe would have been entitled to a pro-rata 2025 annual bonus and Mr. Wellen would be entitled to six months of continued health care coverage.

32

Table of Contents

Equity Incentive Plans

The 2020 incentive plan expired on May 21, 2025. It was, and awards that remain outstanding thereunder are, administered by the compensation committee of our Board of Directors with regard to all awards granted under the 2020 incentive plan (other than awards granted to the nonemployee directors), and the compensation committee has full power and authority to determine the terms and conditions of such awards. The 2020 incentive plan was designed to provide additional remuneration to officers, employees, nonemployee directors and independent contractors for service to our company and to encourage those persons’ investment in our company. Non-qualified stock options, SARs, restricted shares, restricted stock units, cash awards, performance awards or any combination of the foregoing (collectively, incentive plan awards) were available for grant under the 2020 incentive plan. Shares of our common stock issuable pursuant to incentive plan awards made under the incentive plans were made available from either authorized but unissued shares or shares that have been issued but reacquired by our company.

Pay Ratio Information

We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. Rawlinson, our chief executive officer on December 31, 2025, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not be comparable to the pay ratios reported by other companies.

To identify our median employee, we first determined our employee population as of December 31, 2025, which consisted of employees located in the U.S., China, Germany, Italy, Japan, Poland and the United Kingdom, representing all full-time, part-time, seasonal and temporary employees employed by our company and our consolidated subsidiaries, QVC, Cornerstone Brands, Inc. and HSN, on that date. As is typical for a retail company, a significant portion of our employee population works in call centers, warehouses and distribution centers operated by our subsidiaries. Using information from our payroll records and Form W-2s (or its equivalent for non-U.S. employees), we then measured each employee’s gross wages for calendar year 2025, consisting of base salary, commissions, actual bonus payments, long-term incentive cash payments, if any, realized equity award value and taxable fringe benefits. We did not annualize the compensation of employees who were new hires or took a leave of absence in 2025. Also, we did not annualize the compensation of our temporary or seasonal employees. In addition, we did not make any cost-of-living adjustments to the gross wages information.

Once we identified our median employee, we then determined the median employee’s total compensation, including any perquisites and other benefits, in the same manner that we determined the total compensation of our named executive officers for purposes of the Summary Compensation Table above.

The ratio of our chief executive officer’s total annual compensation to that of the median employee was as follows:

​

​

33

Table of Contents

Grants of Plan-Based Awards

The following table contains information regarding plan-based incentive awards granted during the year ended December 31, 2025 to the named executive officers. The amounts included in the table are presented after giving effect to our May 2025 reverse-stock-split. While all named executive officers’ 2025 performance-based bonuses, 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 in connection with the grant of the Special Bonuses, in accordance with SEC rules, the grant values must still be reflected in the table below. Mr. Wendling did not receive any equity grants in 2025.

​

34

Table of Contents

OPTION GRANT PRACTICES

35

Table of Contents

Outstanding Equity Awards at Fiscal Year-End

The following table contains information regarding unexercised options and unvested RSUs which were outstanding as of December 31, 2025 and held by the named executive officers (other than Mr. Wellen, who did not have any outstanding equity awards as of December 31, 2025). The amounts included in the table reflect the number of shares underlying the award and the exercise price, if applicable, following our reverse-stock-split.