QVC Group, Inc.

S-11 tm2625133-1_s1.htm S-1

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

No. 333-​

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

​

(Exact name of registrant as specified in its charter)

1200 Wilson Drive

West Chester, Pennsylvania 19380

(484) 701-1000

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

​

Eve DelSoldo

QVC Group, Inc.

1200 Wilson Drive

West Chester, Pennsylvania 19380

(484) 701-1000

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

​

Copies to:

Joshua N. Korff, P.C.

Leia Pearl Andrew

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

​

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

​

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

​

​

EXPLANATORY NOTE

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

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

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

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

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

SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2026

PRELIMINARY PROSPECTUS

37,625,663 Shares of Common Stock

​

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

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

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

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

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

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

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

​

The date of this prospectus is , 2026