QVC INC

Except as discussed below, there have been no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2024, Part II, Item 1A of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and Part II, Item 1A of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which risk factors are incorporated by reference into this Quarterly Report on Form 10-Q.

The following risk factors are hereby replaced in their entirety as set forth below.

There are questions about our and QVC Group’s ability to continue operating as a going concern.

As a result of the upcoming scheduled maturity of QVC Inc’s Credit Facility on October 27, 2026, there is substantial doubt about our and QVC Group's ability to continue as a going concern. Refer to Note 1 of the accompanying condensed consolidated financial statements, for additional discussion regarding the Company's ability to continue as a going concern. In addition, in the event that QVC Inc’s consolidated net leverage ratio is greater than 4.5 to 1.0 under its Credit Facility (and a waiver or forbearance from the lenders thereunder is not obtained), then the Credit Facility, as well as the senior secured notes, could become due sooner than October 27, 2026. As of October 31, 2025, QVC Inc’s outstanding debt balance under the Credit Facility of $2,900 million will be reclassified from a non-current liability to a current liability. Therefore, our and QVC Group’s ability to continue as a going concern will depend on obtaining sufficient financing to repay the debt balance under our Credit Facility upon maturity. We and QVC Group are continuing our evaluation of strategies to refinance or restructure the Credit Facility and we are engaged in discussions and negotiations with the lenders under our Credit Facility. We are also focused on operational improvements. However, there can be no assurance that we will be able to refinance or restructure our Credit Facility, in which case it would be forced to cease operations, which would be detrimental to stockholders' investments in QVC Group.

We have significant indebtedness and other financial obligations, which could limit our flexibility to respond to current market conditions, restrict our business activities and adversely affect our financial condition.

As of September 30, 2025, we had total secured debt, other than our finance lease obligations, of $5,046 million, consisting of $2,146 million of secured indebtedness under our existing notes which are due starting in 2027 and $2,900 million of secured indebtedness under the Credit Facility which currently matures October 2026, in each case, secured by a first priority

II-1 lien on all shares of our capital stock. There can be no assurance that we will be able to repay this indebtedness when due. In addition, we had $500 million of operating lease liabilities. We may incur significant additional indebtedness in the future. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

Arrangements with certain third parties require us to maintain letters of credit in order to guarantee our obligations to purchase the goods produced and delivered by these third parties. We have no way to predict whether these third parties may ask for additional collateral, or the terms of such additional collateral, in the future or how long any increased levels of collateral may endure. In addition, certain credit card servicers have requested the establishment of deposits to cover refunds, disputes or other financial obligations that might arise. To the extent additional financial obligations are incurred, they may negatively impact our liquidity and, specifically, our ability to maintain a level of cash flows from operating activities sufficient to repay the amounts outstanding under the Credit Facility. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced, among other things, to reduce or delay investments, acquisitions, capital expenditures, and payments on account of other obligations, seek additional capital, restructure or refinance our indebtedness, or sell assets.

Our indebtedness, combined with other financial obligations and contractual commitments, has, and could in the future, among other things:

•require a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness;

•limit our ability to use cash flow or obtain additional financing for future working capital, capital expenditures or other general corporate purposes, which reduces the funds available to us for operations and any future business opportunities;

•limit flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

•competitively disadvantage us compared with competitors that have less debt;

•limit our ability to borrow additional funds or to borrow funds at rates or on other terms that we find acceptable; and

•expose us to the risk of increased interest rates because certain of our borrowings, including borrowings under the Credit Facility, are at variable interest rates.

Limitations imposed as a part of the debt, such as the availability of credit and the existence of restrictive covenants may, among other things:

•make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the notes and our other indebtedness;

•limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes on satisfactory terms or at all;

•place us at a competitive disadvantage compared to our less leveraged competitors; and limit our ability to respond to business opportunities.

If we experience adverse effects on our financial condition as a result of our indebtedness, our financial performance has been, and could continue to be, adversely affected as well.

Credit ratings downgrades or being put on negative watch could adversely affect QVC’s liquidity, capital position, borrowing cost and access to capital markets.

QVC is routinely evaluated by credit rating agencies whose ratings are based on several factors, including generally, the ability to generate cash flows; terms and levels of indebtedness, including the credit rating agencies’ treatment of certain types of indebtedness, such as subordinated indebtedness which is given partial equity credit but carries a higher interest rate than comparable senior indebtedness; overall financial strength; specific transactions or events and general economic and industry conditions. These credit ratings could be downgraded or subject to other negative rating actions at any time. For example during the nine months ended September 30, 2025, Fitch Ratings downgraded QVC’s long-term issuer default rating

II-2 from “B” to “CCC+” and senior secured rating from “BB-" to “B”, Moody’s Ratings downgraded QVC’s senior secured rating from “B2” to “Caa1” and S&P Global Ratings downgraded QVC's senior secured rating from "B-" to "CCC". QVC's debt credit ratings were further downgraded by Moody’s Ratings during October 2025 from "Caa1" to "Caa3".

A downgrade of any of our businesses’ credit ratings or ratings outlooks, as well as the reasons for such downgrades, has and will likely continue to adversely affect the market prices of our debt securities and QVC Group’s equity securities, our access to capital, increase the cost of funds, or trigger additional collateral or funding requirements or the imposition of financial or other burdensome covenants. This could make it more costly to borrow money, issue securities and/or raise other types of capital, any of which could adversely affect our liquidity and financial condition.