{"filing":{"accession_number":"0001104659-26-092423","cik":"0001355096","ticker":"QVCGQ","company_name":"Old QVC Group, Inc.","form":"8-K","filing_date":"2026-08-07","report_date":"2026-08-06","primary_document":"tm2622253d3_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1355096/000110465926092423/tm2622253d3_8k.htm"},"events":[{"id":26081,"run_id":23687,"accession_number":"0001104659-26-092423","anchor_item_number":"1.02","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Old QVC Group, Inc. completed a Chapter 11 bankruptcy reorganization on the Plan Effective Date, cancelling all pre-existing equity interests and substantial prepetition indebtedness including senior secured notes, revolving credit facilities, and other debt obligations. The reorganization resulted in a fundamental change of control, with new equity issued to creditors and a restructured capital base.","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27092,"accession_number":"0001104659-26-092423","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"This 8-K Item 1.02 discloses the termination of material definitive agreements pursuant to a bankruptcy plan (the \"Plan Effective Date\"). The filing describes the cancellation of all outstanding equity interests for no value and the cancellation of substantial prepetition indebtedness including multiple senior secured note indentures, a revolving credit facility, and other debt obligations. The language \"Debtor-in-Possession Letter of Credit Facility\" and the systematic cancellation of equity and debt through a plan structure are unmistakable indicators of a Chapter 11 bankruptcy reorganization. This is a terminal event materially threatening the registrant's continued existence in its prior form.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"","ticker":null,"filing_date":""},{"id":27096,"accession_number":"0001104659-26-092423","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This disclosure describes a change of control resulting from a bankruptcy reorganization plan (the \"Plan Effective Date\"). All pre-existing equity interests (Old Common Stock and Old Preferred Stock) were cancelled and replaced with New Common Stock issued to RCF Claimholders and QVC Notes Claimholders, who now hold 100% of outstanding shares. This constitutes a material change of control under Item 5.01, as the registrant's ownership structure has been fundamentally altered through debt-to-equity conversion in a reorganization.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26082,"run_id":23687,"accession_number":"0001104659-26-092423","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"In connection with the bankruptcy reorganization, the company issued approximately $1.9 billion in new direct financial obligations, including $1,240,362,247 in aggregate principal amount of 10.000% First Lien Senior Secured Notes due 2032, $84,637,736.20 in term loans, and a $600 million asset-based revolving credit facility, all effective on the Plan Effective Date.","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27091,"accession_number":"0001104659-26-092423","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the issuance of $1,240,362,247 in aggregate principal amount of 10.000% First Lien Senior Secured Notes due 2032 (Takeback Notes), $84,637,736.20 in term loans, and entry into a $600 million asset-based revolving credit facility, all issued on the Plan Effective Date in connection with a reorganization plan. These constitute the creation of new direct financial obligations totaling approximately $1.9 billion, which is material to the registrant and would significantly affect a reasonable investor's assessment of the company's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"","ticker":null,"filing_date":""},{"id":27093,"accession_number":"0001104659-26-092423","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":0.95,"reasoning":"Item 2.03 explicitly addresses creation of a direct financial obligation, and the disclosure incorporates by reference Item 1.01 under \"New Debt Instruments,\" indicating issuance of new debt. This is a material event affecting the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26083,"run_id":23687,"accession_number":"0001104659-26-092423","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"The company issued approximately 50 million shares of New Common Stock to creditors (QVC Notes Claimholders and RCF Claimholders) pursuant to the bankruptcy reorganization plan, representing a substantial unregistered equity issuance exempt under Section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Securities Act.","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27094,"accession_number":"0001104659-26-092423","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses an unregistered issuance of approximately 50 million shares of New Common Stock to creditors (QVC Notes Claimholders and RCF Claimholders) pursuant to a bankruptcy plan effective date. This is a material dilutive equity issuance exempt from registration under Section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Securities Act, representing a substantial capital restructuring that would materially affect investor ownership and valuation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26084,"run_id":23687,"accession_number":"0001104659-26-092423","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Michael George was appointed as Interim Chief Executive Officer effective on the Plan Effective Date, with compensation of $1.5M base salary and a $5M initial equity award with performance conditions, replacing David Rawlinson II. Eight new directors were also appointed to replace eight departing directors, with new board committees and compensation arrangements established.","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27097,"accession_number":"0001104659-26-092423","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the appointment of Michael George as Interim Chief Executive Officer effective as of the Plan Effective Date, along with the simultaneous departure of David Rawlinson II from the CEO role. While both a departure and appointment occur, the principal disclosed action centers on the appointment of a new CEO with detailed compensation terms ($1.5M base salary, $5M initial equity award with performance conditions, and transition to Executive Chairman role). The filing also discloses the appointment of eight new directors to replace eight departing directors, establishing new board committees and compensation arrangements. These are material governance and leadership changes affecting investor assessment of the company's direction and management structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26085,"run_id":23687,"accession_number":"0001104659-26-092423","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"The company disclosed a material modification to the rights of security holders pursuant to the bankruptcy reorganization, as referenced in Item 3.03 and cross-referenced to Items 1.01, 1.02, 3.02, 5.01, and 5.03, though the specific substantive details of the rights modification are not fully disclosed in the Item 3.03 section itself.","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27095,"accession_number":"0001104659-26-092423","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to security holders' rights, but the section provided contains only a cross-reference to other Items (1.01, 1.02, 3.02, 5.01, 5.03) without substantive disclosure of the modification itself. The referenced Items suggest M\u0026A activity (1.01/1.02), dilutive issuance (3.02), and governance changes (5.01/5.03), but without the actual content of those sections, the specific nature and materiality of the rights modification cannot be determined. This is classified as `other_material` due to domain ambiguity created by the cross-reference structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26086,"run_id":23687,"accession_number":"0001104659-26-092423","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"The company amended its Certificate of Incorporation and Bylaws, including a name change from QVC, Inc. to QVC Group, Inc., authorization of capital stock, board composition rules, and voting procedures.","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07","form":"8-K","submitted_at":null,"items":[{"id":27098,"accession_number":"0001104659-26-092423","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure describes routine amendments to the Company's Certificate of Incorporation and Bylaws, including a name change from QVC, Inc. to QVC Group, Inc., authorization of capital stock, board composition rules, and voting procedures. While these are governance matters, they are administrative in nature and do not involve executive changes, material strategic decisions, or events that would materially affect a reasonable investor's assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":27091,"accession_number":"0001104659-26-092423","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the issuance of $1,240,362,247 in aggregate principal amount of 10.000% First Lien Senior Secured Notes due 2032 (Takeback Notes), $84,637,736.20 in term loans, and entry into a $600 million asset-based revolving credit facility, all issued on the Plan Effective Date in connection with a reorganization plan. These constitute the creation of new direct financial obligations totaling approximately $1.9 billion, which is material to the registrant and would significantly affect a reasonable investor's assessment of the company's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07"},{"id":27092,"accession_number":"0001104659-26-092423","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"bankruptcy_filing","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"This 8-K Item 1.02 discloses the termination of material definitive agreements pursuant to a bankruptcy plan (the \"Plan Effective Date\"). The filing describes the cancellation of all outstanding equity interests for no value and the cancellation of substantial prepetition indebtedness including multiple senior secured note indentures, a revolving credit facility, and other debt obligations. The language \"Debtor-in-Possession Letter of Credit Facility\" and the systematic cancellation of equity and debt through a plan structure are unmistakable indicators of a Chapter 11 bankruptcy reorganization. This is a terminal event materially threatening the registrant's continued existence in its prior form.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07"},{"id":27093,"accession_number":"0001104659-26-092423","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":0.95,"reasoning":"Item 2.03 explicitly addresses creation of a direct financial obligation, and the disclosure incorporates by reference Item 1.01 under \"New Debt Instruments,\" indicating issuance of new debt. This is a material event affecting the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07"},{"id":27094,"accession_number":"0001104659-26-092423","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses an unregistered issuance of approximately 50 million shares of New Common Stock to creditors (QVC Notes Claimholders and RCF Claimholders) pursuant to a bankruptcy plan effective date. This is a material dilutive equity issuance exempt from registration under Section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Securities Act, representing a substantial capital restructuring that would materially affect investor ownership and valuation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07"},{"id":27095,"accession_number":"0001104659-26-092423","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to security holders' rights, but the section provided contains only a cross-reference to other Items (1.01, 1.02, 3.02, 5.01, 5.03) without substantive disclosure of the modification itself. The referenced Items suggest M\u0026A activity (1.01/1.02), dilutive issuance (3.02), and governance changes (5.01/5.03), but without the actual content of those sections, the specific nature and materiality of the rights modification cannot be determined. This is classified as `other_material` due to domain ambiguity created by the cross-reference structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07"},{"id":27096,"accession_number":"0001104659-26-092423","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This disclosure describes a change of control resulting from a bankruptcy reorganization plan (the \"Plan Effective Date\"). All pre-existing equity interests (Old Common Stock and Old Preferred Stock) were cancelled and replaced with New Common Stock issued to RCF Claimholders and QVC Notes Claimholders, who now hold 100% of outstanding shares. This constitutes a material change of control under Item 5.01, as the registrant's ownership structure has been fundamentally altered through debt-to-equity conversion in a reorganization.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07"},{"id":27097,"accession_number":"0001104659-26-092423","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the appointment of Michael George as Interim Chief Executive Officer effective as of the Plan Effective Date, along with the simultaneous departure of David Rawlinson II from the CEO role. While both a departure and appointment occur, the principal disclosed action centers on the appointment of a new CEO with detailed compensation terms ($1.5M base salary, $5M initial equity award with performance conditions, and transition to Executive Chairman role). The filing also discloses the appointment of eight new directors to replace eight departing directors, establishing new board committees and compensation arrangements. These are material governance and leadership changes affecting investor assessment of the company's direction and management structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07"},{"id":27098,"accession_number":"0001104659-26-092423","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure describes routine amendments to the Company's Certificate of Incorporation and Bylaws, including a name change from QVC, Inc. to QVC Group, Inc., authorization of capital stock, board composition rules, and voting procedures. While these are governance matters, they are administrative in nature and do not involve executive changes, material strategic decisions, or events that would materially affect a reasonable investor's assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T03:05:20.481792+00:00","company_name":"Old QVC Group, Inc.","ticker":"QVCGQ","filing_date":"2026-08-07"}]}