QVC Group Inc.
04/20/2026 | Press release | Distributed by Public on 04/20/2026 14:23
Failure to Satisfy Listing Rule (Form 8-K)
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Nasdaq Delisting Determination - QVC Group, Inc.
As previously disclosed in the Current Report on Form 8-K filed by QVC Group, Inc. (the "Company") on April 16, 2026, the Company and certain of its affiliates, including QVC, Inc. (collectively, the "Company Parties"), filed voluntary petitions for relief (the "Chapter 11 Cases") 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").
On April 17, 2026, the Company received a written notice (the "Nasdaq Notice") from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, pursuant to Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq has determined to delist the Company's Series A common stock (Nasdaq: QVCGA) and 8.0% Series A Cumulative Redeemable Preferred Stock (Nasdaq: QVCGP) (collectively, the "QVC Group Listed Securities") from Nasdaq. Pursuant to the Nasdaq Notice, Nasdaq's determination was based on (i) the filing of the Chapter 11 Cases and associated public interest concerns raised thereby, (ii) concerns regarding the residual equity interest of existing listed securities holders and (iii) concerns about the Company's ability to sustain compliance with all requirements for continued listing on Nasdaq.
Pursuant to the Nasdaq Notice, trading of the QVC Group Listed Securities will be suspended at the opening of business on April 24, 2026, and a Form 25-NSE will be filed with the SEC, which will remove the QVC Group Listed Securities from listing and registration on Nasdaq. The Company has the right to appeal Nasdaq's delisting determination pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company does not intend to appeal this determination.
The Company does not expect the Nasdaq delisting to affect the Company Parties' business operations or the Chapter 11 Cases. The Company anticipates that following suspension from trading, its capital stock will commence trading on one of the markets operated by OTC Markets Group. The Company can provide no assurance that the capital stock will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the capital stock on this market, whether the trading volume of the capital stock will be sufficient to provide for an efficient trading market or whether quotes for the capital stock will continue on this market in the future.
Separately, on April 17, 2026, the Company was notified by OTC Markets Group that, due to the Company's bankruptcy filing, the Company's Series B common stock (OTCQB: QVCGB) is being moved from the OTCQB Venture Market to the OTCID Basic Market, effective prior to market open on April 20, 2026. The downgrade to the OTCID Basic Market reflects the Company's current status under the Bankruptcy Code and does not affect the Company Parties' business operations or the Chapter 11 Cases.
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