The company behind QVC and HSN - the home-shopping television channels watched by tens of millions of Americans for nearly four decades - filed a formal warning with U.S. regulators on March 31, 2026, disclosing that it cannot submit its annual financial report on time and that management expects to acknowledge substantial doubt about its ability to continue as a going concern.

QVC Group, Inc., the holding company that owns the two channels and operates under the Nasdaq ticker QVCGA, filed a Form 12b-25 with the Securities and Exchange Commission on that date. Its subsidiary, QVC, Inc., filed a separate but identical notification the same day. Both filings cover the fiscal year ended December 31, 2025. Chief Financial Officer Bill Wafford signed both documents.

Most people have never heard of QVC Group, Inc. They have heard of QVC - the cable shopping channel founded in 1986 that once broadcast to over 90 million American homes - and HSN, the Home Shopping Network, which QVC's then-parent Liberty Interactive acquired for $2.1 billion in July 2017. The holding company was called Liberty Interactive until 2018, then Qurate Retail Group until February 21, 2025, when it rebranded as QVC Group. Under any name, the business is the same: live video shopping broadcast to cable households, now struggling to survive as those households disappear.

A going concern warning is among the most serious disclosures a company can make. It signals to investors, lenders, and counterparties that the company may not be able to meet its obligations in the near term. It does not guarantee failure, but it narrows the path considerably.

The reason for the delay

The company cited active debt negotiations as the cause of the filing delay. According to the NT 10-K, "in light of ongoing discussions and negotiations with the Company's lenders and the associated uncertainty related to such discussions, additional time is required for the Company to compile and analyze certain information and documentation and finalize certain disclosures required to be included in the Form 10-K, as well as to allow for the review by its independent registered public accounting firm."

The company expects to file the full annual report within fifteen calendar days of the original deadline, in accordance with SEC Rule 12b-25.

A year of deteriorating numbers

The financial trajectory leading to March 31 has been steep and consistent. In Q3 2025, total revenue fell 6% in constant currency versus the prior year, reaching $2.2 billion for the quarter, according to the Q3 Form 10-Q filed with the SEC on November 5, 2025. The QxH segment - the combined U.S. QVC and HSN business - posted a 7% revenue decline. QVC International dropped 5% in constant currency. Cornerstone Brands fell 8%. Adjusted OIBDA came in at $169 million, down 32% year-over-year.

Free cash flow for the first nine months of 2025 was a use of $184 million, compared to a source of $102 million in the same period of 2024. Net cash provided by operating activities collapsed from $313 million in the first nine months of 2024 to just $30 million in the same period of 2025. Capital expenditures totaled $103 million, while expenditures for television distribution rights reached $89 million, a significant jump from $23 million in the prior year period.

The company recorded impairment charges of $2.395 billion in the first half of 2025 - $930 million against the QVC and HSN tradenames, and $1.465 billion against the goodwill of the QxH reporting unit. These write-downs drove a net loss of $2.373 billion for the first nine months of 2025. Total equity turned deeply negative: as of September 30, 2025, it stood at negative $2.975 billion, with total assets of $7.560 billion against total liabilities of $10.535 billion.

Revenue declined in every quarter of 2025 across every segment. The prior year was not much better - full-year 2024 revenue fell 8% versus 2023. The deterioration has been uninterrupted for years.

Customer erosion and the TikTok experiment

Behind the revenue figures is a shrinking audience. Total QxH customers - excluding TikTok Shop buyers - fell from 7.881 million in September 2024 to 7.000 million in September 2025, according to the Q3 2025 earnings presentation. Existing customers declined 10%, new customers declined 26%, and reactivated customers declined 11%, all on a trailing twelve-month basis.

The company is betting heavily on social platforms to offset that decline. In Q3 2025, it added approximately 255,000 new customers through TikTok Shop, and another 300,000 through traditional linear and digital channels. When TikTok Shop customers are included, new customer growth was 38% versus the prior year. Social and streaming revenue grew 30% year-over-year and represented what management described as "low double digits" as a percentage of QxH total revenue in Q3.

CEO David Rawlinson stated during the Q3 2025 earnings call, according to the transcript: "We know that our channels on TikTok are reaching new customers, and in Q3, we added approximately 255,000 new customers through our TikTok Shop." He added that the company ranked among the top sellers for total U.S. TikTok Shop.

The company's most loyal customers remained engaged. In the trailing twelve months ended September 30, 2025, existing customers who buy at least 20 items annually purchased 78 items and spent $4,048 on average, both up approximately 2% year-over-year. These buyers represent 91% of shipped sales while making up only 52% of the customer count. Yet their absolute number is shrinking alongside the overall base.

The debt structure in detail

The $6.615 billion in consolidated debt breaks down across multiple instruments with varying maturities. At the QVC, Inc. subsidiary level, the most urgent obligation is the $2.9 billion revolving credit facility arranged under the Fifth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent. That facility matures October 27, 2026. As of October 31, 2025, the outstanding $2.9 billion balance was reclassified from long-term to current - meaning it sits on the balance sheet as debt due within twelve months.

Beyond the credit facility, QVC carries $605 million in 6.875% senior secured notes due April 2029, $500 million in 6.25% senior secured notes due 2068, $400 million in 5.45% senior secured notes due 2034, $300 million in 5.95% senior secured notes due 2043, and $225 million in 6.375% senior secured notes due 2067. At the corporate level, Liberty Interactive LLC carries $287 million in 8.5% senior debentures due 2029 and $505 million in 8.25% senior debentures due 2030.

The credit facility's primary covenant is a 4.5 times net leverage test. As of September 30, 2025, the leverage ratio stood at 4.2 times - within compliance, but with only 30 basis points of headroom. Crossing 4.5 times would trigger an event of default and could accelerate the entire credit facility. Availability under the credit facility at September 30, 2025 was just $181 million.

All three major rating agencies downgraded the company during 2025. S&P Global Ratings cut QVC Group's issuer credit rating to CCC. Fitch downgraded QVC's long-term issuer default rating from B to CCC+. Moody's downgraded QVC's senior secured rating from Caa1 to Caa3 in October 2025.

On May 23, 2025, the board suspended payment of the quarterly cash dividend on the company's 8.0% Series A Cumulative Redeemable Preferred Stock. As of September 30, 2025, approximately $61 million in preferred dividends were in arrears. The suspension triggered an automatic rate increase from 8.0% to 9.5%, adding to the interest burden.

The Q4 delay in stages

The path to the March 31 NT 10-K filing unfolded in steps. On January 26, 2026, QVC Group issued a press release confirming fourth-quarter and full-year 2025 results would be released on February 26, 2026. On February 20, 2026, the company filed a Form 8-K announcing the results would not come on February 26 after all, citing that it would report within the timeframe specified for a non-accelerated filer under SEC guidelines - without explaining why. The March 31 NT 10-K provided the explanation: lender negotiations and the complexity of going concern disclosures required additional time.

The cord-cutting context

The financial crisis at QVC and HSN is inseparable from the structural collapse of linear cable television. The two channels built their entire business on reaching casual viewers who stumbled across product demonstrations while flipping channels. That audience has been shrinking for a decade and shows no sign of stabilizing.

According to eMarketer data cited in reporting by TheStreet, traditional pay TV will decline 7.2% in 2026 to 66.4 million U.S. households, with projections showing a further contraction to 54.3 million by the end of 2026. In 2016, over 90.3 million Americans had traditional cable subscriptions. A Pew Research Center survey found that 83% of Americans now watch streaming services while only 36% subscribe to cable or satellite TV at home. Reporting cited by TheStreet indicated that QVC and HSN channels lost almost half their viewership between 2018 and 2024, attributed to the household transition from cable to streaming and social media.

This structural shift has direct implications for the marketing community. As PPC Land has documented, retail media and connected television are converging, with retail media advertising spend on CTV projected to grow three times faster than retail media search. The audience that once watched QVC by default on cable now needs to be reached intentionally across streaming platforms, social feeds, and search.

Live shopping - the format QVC pioneered - is finding new audiences elsewhere. eBay relaunched live shopping in Germany in December 2025, with TikTok Shop generating significant revenue per livestream for brands. TikTok and Amazon deepened their commerce integration in August 2025, enabling in-app purchasing through Buy with Prime. The format QVC invented is now distributed across dozens of platforms - but QVC itself carries $6.6 billion in debt from an era when cable was the only game in town.

The WIN strategy and what comes next

QVC announced its WIN strategy on November 14, 2024, targeting growth through three priorities: "Wherever She Shops," "Inspiring People & Products," and "New Ways of Working." As part of the strategy, QVC consolidated operations at Studio Park in West Chester, Pennsylvania, closing the St. Petersburg, Florida campus by September 30, 2025. The company reduced China sourcing by 8-10 percentage points, and over 1,000 positions were eliminated as part of the reorganization.

In August 2025, the board implemented a revised compensation structure, paying $53 million in aggregate to officers and employees primarily in exchange for cancellation of 2025 restricted stock unit grants and advance payments of management bonuses. Executive Chairman Greg Maffei stated during the Q3 earnings call, according to the transcript: "We continue to invest here, expect to continue to invest here, and we will balance cost and return."

Bloomberg has reported, according to TheStreet, that QVC Group is negotiating a voluntary debt restructuring that could be implemented as part of a Chapter 11 bankruptcy process, engaging advisers Evercore Inc. and Kirkland & Ellis. A Chapter 11 process would affect the full portfolio: QVC, HSN, Ballard Designs, Frontgate, Garnet Hill, and Grandin Road.

For those buying media or planning campaigns in retail, the QVC situation is a signal about where audiences have gone. The channel positioning that once delivered tens of millions of captive linear viewers has eroded. Brands now need to reach consumers across fragmented environments spanning streaming, social, and search. As streaming platforms multiply to capture households abandoning cable, the linear audience base contracts further - and with it, the commercial viability of models that never diversified beyond it.

Timeline

  • July 6, 2017: Liberty Interactive acquires the remaining 62% of HSN for $2.1 billion, combining QVC and HSN under one parent
  • March 1, 2018: Liberty Interactive Corporation renames itself Qurate Retail Group
  • November 14, 2024: QVC announces WIN strategy targeting social and streaming growth
  • January 29, 2025: QVC announces consolidation of QVC and HSN operations in West Chester, PA, and closure of St. Petersburg, FL campus
  • February 18, 2025: QVC repays $585 million in 4.45% senior secured notes at maturity
  • February 21, 2025: Qurate Retail Group officially rebrands to QVC Group
  • March 27, 2025: QVC announces workforce reorganization, more than 1,000 positions affected
  • May 12, 2025: Shareholders authorize a 1-for-50 reverse stock split at annual meeting
  • May 22, 2025: Reverse stock split becomes effective; adjusted trading begins May 23
  • May 23, 2025: Board suspends preferred stock quarterly dividend; rate rises from 8.0% to 9.5%
  • August 2025: Board implements revised compensation structure; $53 million paid in exchange for RSU cancellations; TikTok and Amazon deepen in-app commerce integration
  • September 2025: HSN enters agreements to sell St. Petersburg, FL properties; campus closure completed
  • October 2025: Moody's downgrades QVC's senior secured rating from Caa1 to Caa3
  • November 5, 2025: QVC Group reports Q3 2025 results - revenue $2.2 billion (-6%), adjusted OIBDA $169 million (-32%), free cash flow negative $184 million year-to-date; retail media and CTV converge as linear audiences migrate to streaming
  • December 2025: Live shopping expands across digital platforms as QVC's cable base continues eroding
  • January 26, 2026: QVC Group announces Q4 2025 earnings call scheduled for February 26, 2026
  • February 20, 2026: QVC Group delays Q4 2025 earnings release via Form 8-K
  • March 31, 2026: QVC Group, Inc. and QVC, Inc. both file NT 10-K forms with the SEC, disclosing inability to file annual report on time; management anticipates going concern disclosure

Summary

Who: QVC Group, Inc. (Nasdaq: QVCGA), formerly known as Qurate Retail Group and before that Liberty Interactive, the parent company of QVC and HSN and four home and apparel brands, headquartered in West Chester, Pennsylvania.

What: On March 31, 2026, both QVC Group, Inc. and its subsidiary QVC, Inc. filed Form 12b-25 notifications with the SEC, disclosing they cannot submit their fiscal year 2025 annual reports on time. Management anticipates disclosing substantial doubt about the company's ability to continue as a going concern. Total consolidated debt stands at $6.615 billion, including a $2.9 billion credit facility maturing October 2026.

When: The NT 10-K filings were submitted March 31, 2026, covering fiscal year ended December 31, 2025. The company had already delayed its Q4 earnings release on February 20, 2026. The full 10-K is expected within fifteen calendar days of the original filing deadline.

Where: QVC Group is headquartered at 1200 Wilson Drive, West Chester, Pennsylvania. It operates shopping channels in the U.S., Germany, Japan, the U.K., and Italy, and conducts e-commerce via QVC.com, HSN.com, and digital platforms including TikTok, Roku, and Amazon Fire TV.

Why: Structural decline in linear cable television viewership - which reduced the QVC and HSN audience by roughly half between 2018 and 2024 - eroded the revenue base of a business built on reaching casual cable viewers. Combined with $6.615 billion in debt accumulated through acquisitions, the company now faces a $2.9 billion credit facility maturing October 27, 2026, with no refinancing yet secured. Ongoing lender negotiations created the uncertainty that prevented timely preparation of the annual report.

Share this article
The link has been copied!