Why is Sirius Radio LLC furnishing reconciliation information related to its notes?

Sirius Radio LLC is furnishing the reconciliation information to comply with reporting obligations in the indentures governing its outstanding notes. The reconciliation clarifies differences between financial statements for Sirius Holdings Inc. and Sirius Radio LLC for investors in those notes.

Sirius Holdings (NASDAQ: SIRI) details 2025 results in furnished 8-K

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sirius Holdings Inc. has reported its financial and operating results for the three and twelve months ended December 31, 2025 through a press release furnished as Exhibit 99.1. The press release contains the detailed numbers and discussion of the company’s performance for that period.

The company will also post a reconciliation of the audited consolidated financial statements of Sirius Holdings Inc. and its subsidiary, Sirius Radio LLC, on its investor website. This reconciliation will show variances between the consolidated balance sheets and statements of operations for the two entities as of December 31, 2025, in order to meet reporting obligations under Sirius Radio LLC’s outstanding note indentures.

The information, including Exhibit 99.1, is being furnished under Items 2.02 and 7.01 and is explicitly not deemed “filed” under the Exchange Act, limiting how it is incorporated into other securities law filings.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

FAQ

What did Sirius Holdings Inc. (SIRI) disclose in this 8-K filing?

Sirius Holdings Inc. disclosed that it reported financial and operating results for the three and twelve months ended December 31, 2025 in a press release attached as Exhibit 99.1. The detailed figures and performance discussion are contained in that press release.

Which period do the latest Sirius Holdings Inc. (SIRI) results cover?

The reported results cover the three and twelve months ended December 31, 2025. This means the update includes both quarterly and full-year performance, with the specific financial details presented in the accompanying press release furnished as Exhibit 99.1.

What additional financial information will Sirius Holdings provide on its website?

Sirius Holdings will post a reconciliation of the audited consolidated financial statements of Sirius Holdings Inc. and Sirius Radio LLC. This reconciliation will show variances between their consolidated balance sheets and statements of operations as of December 31, 2025 on the investor website.

Is the Sirius Holdings (SIRI) 2025 results information considered 'filed' with the SEC?

No. The company states that the information, including Exhibit 99.1, is being furnished under Items 2.02 and 7.01 and is not deemed 'filed' under Section 18 of the Exchange Act. This limits associated liabilities and incorporation into other securities filings.

What exhibits are included with Sirius Holdings Inc.’s February 5, 2026 8-K?

The 8-K includes Exhibit 99.1, a press release dated February 5, 2026 discussing financial and operating results, and Exhibit 104, which is the cover page of the report formatted in Inline XBRL, supporting structured data reporting requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 02/05/2026 - 07:55 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2026

SIRIUS XM HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-34295	93-4680139
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1221 Avenue of the Americas, 35th Floor, New York, NY

(Address of Principal Executive Offices)

10020

(Zip Code)

Registrant’s telephone number, including area code: (212) 584-5100

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of exchange on which registered

Common stock, $0.001 par value

SIRI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐


Item 2.02			Results of Operations and Financial Condition

On February 5, 2026, Sirius XM Holdings Inc. reported its financial and operating results for the three and twelve months ended December 31, 2025. These results are discussed in the press release attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.


Item 7.01			Regulation FD Disclosure

A reconciliation of the audited consolidated financial statements of Sirius XM Holdings Inc. and its subsidiary, Sirius XM Radio LLC, showing the variances between the consolidated balance sheets and consolidated statements of operations for the two entities for the period ended December 31, 2025, will be posted on its website at investor.siriusxm.com. Sirius XM Radio LLC is furnishing this information in order to comply with the reporting obligations in the indentures governing its outstanding notes.

* * *

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K, as applicable, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits.


99.1						Press release dated February 5, 2026.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			SIRIUS XM HOLDINGS INC.

			By:			/s/ Richard N. Baer
						Richard N. Baer Executive Vice President, General Counsel and Secretary

Dated: February 5, 2026

Source: View Original Filing on SEC EDGAR