{"filing":{"accession_number":"0001104659-26-092407","cik":"0001254699","ticker":"QVCDQ","company_name":"QVC Group, Inc.","form":"8-K","filing_date":"2026-08-07","report_date":"2026-08-06","primary_document":"tm2622253d2_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1254699/000110465926092407/tm2622253d2_8k.htm"},"events":[{"id":26075,"run_id":23685,"accession_number":"0001104659-26-092407","anchor_item_number":"5.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.9,"summary":"QVC Group emerged from Chapter 11 bankruptcy on August 6, 2026, resulting in a material change of control. All outstanding equity interests were cancelled, over $5 billion in prepetition indebtedness was eliminated, and new common stock was issued exclusively to RCF and QVC Notes claimholders, who now hold 100% of the company.","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27082,"accession_number":"0001104659-26-092407","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"QVC Group emerged from Chapter 11 bankruptcy on August 6, 2026, with a comprehensive financial restructuring that constitutes a material change of control. The filing discloses cancellation of all outstanding equity interests (\"all outstanding shares of Old QVC Group's capital stock...were cancelled for no value\") and cancellation of prepetition indebtedness including multiple credit facilities and note indentures totaling over $5 billion in debt reduction. While technically a bankruptcy emergence rather than a traditional M\u0026A transaction, this restructuring fundamentally altered the capital structure and ownership of the company, warranting classification as a material acquisition/change-of-control event under Item 1.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"","ticker":null,"filing_date":""},{"id":27086,"accession_number":"0001104659-26-092407","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 5.01 discloses a change of control resulting from QVC Group's emergence from Chapter 11 bankruptcy. The Plan cancelled all Old QVC Group equity interests and issued New Common Stock exclusively to RCF Claimholders and QVC Notes Claimholders, who now hold 100% of outstanding shares. This constitutes a material change of control through a restructuring transaction, with debt reduced by over $5 billion and new financing secured. While the Item 5.01 caption might suggest governance focus, the substance is a fundamental capital structure reorganization and change of ownership—a material acquisition-like event under the M\u0026A taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26076,"run_id":23685,"accession_number":"0001104659-26-092407","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.82,"summary":"In connection with its emergence from Chapter 11 bankruptcy, QVC Group issued $1.24 billion in 10% First Lien Senior Secured Notes due 2032, $84.6 million in first lien senior secured term loans, and established a new $600 million asset-based revolving credit facility.","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27081,"accession_number":"0001104659-26-092407","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the issuance of $1.24 billion in 10% First Lien Senior Secured Notes due 2032 (Takeback Notes) and $84.6 million in first lien senior secured term loans (Takeback Loans), together with a new $600 million asset-based revolving credit facility (Exit ABL Facility), all entered into on the Plan Effective Date in connection with QVC Group's emergence from Chapter 11 bankruptcy. While the filing also involves executive changes and stockholder agreements, the primary Item 1.01 disclosure centers on the creation of these new direct financial obligations and credit facilities, making debt_issuance the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"","ticker":null,"filing_date":""},{"id":27083,"accession_number":"0001104659-26-092407","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 incorporates by reference Item 1.01 \"New Debt Instruments,\" indicating creation of direct financial obligations. The press release confirms QVC Group emerged from Chapter 11 with \"access to a new $600 million asset-based lending facility led by Strategic Value Partners and Oaktree Capital,\" representing a material new debt arrangement. While the filing also discloses executive transitions and the completion of restructuring, Item 2.03 specifically addresses the debt obligation itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26077,"run_id":23685,"accession_number":"0001104659-26-092407","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"QVC Group issued approximately 50 million shares of new common stock on the Plan Effective Date (August 6, 2026) pursuant to its Chapter 11 emergence, with 21.4 million shares issued to QVC Notes claimholders and 28.6 million shares to RCF claimholders, exempt from registration under Section 1145 of the Bankruptcy Code.","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27084,"accession_number":"0001104659-26-092407","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"QVC Group issued approximately 50 million shares of New Common Stock (21.4M to QVC Notes Claimholders and 28.6M to RCF Claimholders) on the Plan Effective Date pursuant to its Chapter 11 emergence. The issuance was exempt from registration under Section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Securities Act. This is a material dilutive equity issuance arising from the bankruptcy restructuring, representing a substantial increase in share count and dilution to existing equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26078,"run_id":23685,"accession_number":"0001104659-26-092407","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"David Rawlinson II departed as President and Chief Executive Officer effective August 6, 2026, stepping down after five years of leadership following QVC Group's emergence from Chapter 11 bankruptcy.","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27085,"accession_number":"0001104659-26-092407","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"David Rawlinson, President and CEO since 2021, is stepping down effective immediately following QVC Group's emergence from Chapter 11 bankruptcy. While the filing also discloses the appointment of Mike George as Interim CEO and Chair, the Item 3.03 section focuses on modification of security holders' rights in the context of the restructuring and leadership transition. The primary disclosed action is Rawlinson's departure, making exec_departure the most salient classification, though the filing simultaneously addresses exec_appointment and the broader bankruptcy emergence (ma_activity).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"","ticker":null,"filing_date":""},{"id":27087,"accession_number":"0001104659-26-092407","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"David Rawlinson II departed as President and Chief Executive Officer effective the Plan Effective Date (August 6, 2026), stepping down after five years of leadership. While the filing also discloses the appointment of Michael George as Interim CEO and a complete board reconstitution, the primary disclosed action centers on Rawlinson's departure from his executive role. The departure is material given his position as CEO and the company's recent emergence from Chapter 11 restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26079,"run_id":23685,"accession_number":"0001104659-26-092407","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"QVC Group amended its Certificate of Incorporation and Bylaws, including a name change to QVC Group, Inc., authorization of 700 million shares of capital stock, board size limitations (maximum 9 directors), elimination of cumulative voting, and sunset provisions on stockholder action rights.","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27088,"accession_number":"0001104659-26-092407","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to the Certificate of Incorporation and Bylaws, including a name change to QVC Group, Inc., authorization of 700 million shares of capital stock, board size limitations (max 9 directors), elimination of cumulative voting, and sunset provisions on stockholder action rights. While these are structural governance changes, the filing's primary context—emergence from Chapter 11 with a new board and leadership transition—suggests the amendments are incidental to the broader restructuring event. However, Item 5.03 itself is the stated item, and the amendments are material governance changes affecting voting, board composition, and stockholder rights, warranting classification as governance_other rather than a terminal or financial event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":27081,"accession_number":"0001104659-26-092407","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the issuance of $1.24 billion in 10% First Lien Senior Secured Notes due 2032 (Takeback Notes) and $84.6 million in first lien senior secured term loans (Takeback Loans), together with a new $600 million asset-based revolving credit facility (Exit ABL Facility), all entered into on the Plan Effective Date in connection with QVC Group's emergence from Chapter 11 bankruptcy. While the filing also involves executive changes and stockholder agreements, the primary Item 1.01 disclosure centers on the creation of these new direct financial obligations and credit facilities, making debt_issuance the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07"},{"id":27082,"accession_number":"0001104659-26-092407","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"QVC Group emerged from Chapter 11 bankruptcy on August 6, 2026, with a comprehensive financial restructuring that constitutes a material change of control. The filing discloses cancellation of all outstanding equity interests (\"all outstanding shares of Old QVC Group's capital stock...were cancelled for no value\") and cancellation of prepetition indebtedness including multiple credit facilities and note indentures totaling over $5 billion in debt reduction. While technically a bankruptcy emergence rather than a traditional M\u0026A transaction, this restructuring fundamentally altered the capital structure and ownership of the company, warranting classification as a material acquisition/change-of-control event under Item 1.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07"},{"id":27083,"accession_number":"0001104659-26-092407","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 incorporates by reference Item 1.01 \"New Debt Instruments,\" indicating creation of direct financial obligations. The press release confirms QVC Group emerged from Chapter 11 with \"access to a new $600 million asset-based lending facility led by Strategic Value Partners and Oaktree Capital,\" representing a material new debt arrangement. While the filing also discloses executive transitions and the completion of restructuring, Item 2.03 specifically addresses the debt obligation itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07"},{"id":27084,"accession_number":"0001104659-26-092407","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"QVC Group issued approximately 50 million shares of New Common Stock (21.4M to QVC Notes Claimholders and 28.6M to RCF Claimholders) on the Plan Effective Date pursuant to its Chapter 11 emergence. The issuance was exempt from registration under Section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Securities Act. This is a material dilutive equity issuance arising from the bankruptcy restructuring, representing a substantial increase in share count and dilution to existing equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07"},{"id":27085,"accession_number":"0001104659-26-092407","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"David Rawlinson, President and CEO since 2021, is stepping down effective immediately following QVC Group's emergence from Chapter 11 bankruptcy. While the filing also discloses the appointment of Mike George as Interim CEO and Chair, the Item 3.03 section focuses on modification of security holders' rights in the context of the restructuring and leadership transition. The primary disclosed action is Rawlinson's departure, making exec_departure the most salient classification, though the filing simultaneously addresses exec_appointment and the broader bankruptcy emergence (ma_activity).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07"},{"id":27086,"accession_number":"0001104659-26-092407","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 5.01 discloses a change of control resulting from QVC Group's emergence from Chapter 11 bankruptcy. The Plan cancelled all Old QVC Group equity interests and issued New Common Stock exclusively to RCF Claimholders and QVC Notes Claimholders, who now hold 100% of outstanding shares. This constitutes a material change of control through a restructuring transaction, with debt reduced by over $5 billion and new financing secured. While the Item 5.01 caption might suggest governance focus, the substance is a fundamental capital structure reorganization and change of ownership—a material acquisition-like event under the M\u0026A taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07"},{"id":27087,"accession_number":"0001104659-26-092407","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"David Rawlinson II departed as President and Chief Executive Officer effective the Plan Effective Date (August 6, 2026), stepping down after five years of leadership. While the filing also discloses the appointment of Michael George as Interim CEO and a complete board reconstitution, the primary disclosed action centers on Rawlinson's departure from his executive role. The departure is material given his position as CEO and the company's recent emergence from Chapter 11 restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07"},{"id":27088,"accession_number":"0001104659-26-092407","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to the Certificate of Incorporation and Bylaws, including a name change to QVC Group, Inc., authorization of 700 million shares of capital stock, board size limitations (max 9 directors), elimination of cumulative voting, and sunset provisions on stockholder action rights. While these are structural governance changes, the filing's primary context—emergence from Chapter 11 with a new board and leadership transition—suggests the amendments are incidental to the broader restructuring event. However, Item 5.03 itself is the stated item, and the amendments are material governance changes affecting voting, board composition, and stockholder rights, warranting classification as governance_other rather than a terminal or financial event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:04:48.794282+00:00","company_name":"QVC Group, Inc.","ticker":"QVCDQ","filing_date":"2026-08-07"}]}