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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):
March 4, 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 1.01 |
Entry into a Material Definitive Agreement. |
On March 4, 2026, Sirius XM Radio LLC (“SiriusXM”),
a subsidiary of Sirius XM Holdings Inc. (the “Company,” “we,” “us” or “our”), issued $1,250,000,000
aggregate principal amount of 5.875% Senior Notes due 2032 (the “Notes”). The Notes were sold to Citigroup Global Markets
Inc., BofA Securities, Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities
USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Truist Securities, Inc., UBS Securities LLC, U.S. Bancorp Investments,
Inc., Wells Fargo Securities, LLC, BMO Capital Markets Corp., Capital One Securities, Inc., Goldman Sachs & Co. LLC and Huntington
Securities, Inc. The Notes were resold to certain non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended
(the “Securities Act”), and to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under
the Securities Act at a purchase price equal to 100% of their principal amount. The terms of the Notes are governed by an Indenture, dated
as of March 4, 2026, among SiriusXM, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”).
The following summary is not a complete description of all of the terms of the Indenture or the Notes and is qualified in its entirety
by the copy of the Indenture which is attached as Exhibit 4.1 and incorporated herein by reference.
Interest and maturity. Interest on
the Notes is payable semi-annually in arrears on April 15 and October 15 at a rate of 5.875% per annum, commencing on October 15, 2026.
The Notes will mature on April 15, 2032.
Guarantees. SiriusXM’s direct
parent, Sirius XM Inc., and wholly owned domestic subsidiaries, Satellite CD Radio LLC, Sirius XM Connected Vehicle Services Inc., Sirius
XM Connected Vehicle Services Holdings Inc., XM eMall Inc., XM Radio LLC, XM Investment LLC, XM 1500 Eckington LLC, Automatic Labs LLC,
Pandora Media, LLC, Pandora Media California, LLC, AdsWizz Inc., Stitcher Media LLC and Audios Ventures Inc., guarantee, on a senior unsecured
basis, SiriusXM’s obligations under the Notes, including the payment of principal and interest. These guarantors also guarantee
SiriusXM’s credit facilities and existing senior notes. One or more of SiriusXM’s other subsidiaries may, in the future, be
required to guarantee SiriusXM’s other indebtedness, but may not be required to guarantee the Notes except as provided in the Indenture.
The Company does not guarantee the Notes.
Ranking. The Notes are SiriusXM’s
general unsecured senior obligations. The Notes and related guarantees rank equally in right of payment with all of SiriusXM’s and
the guarantors’ existing and future senior indebtedness and senior in right of payment to all of SiriusXM’s and the guarantors’
future subordinated obligations. The Notes and related guarantees are structurally subordinated in right of payment to all existing and
future liabilities (including trade payables) of SiriusXM’s non-guarantor entities. The Notes and related guarantees are effectively
subordinated to all of SiriusXM’s existing and future secured indebtedness to the extent of the value of the collateral securing
such indebtedness.
Optional redemption. At any time
prior to April 15, 2029, SiriusXM may redeem some or all of the Notes at any time and from time to time at a “make-whole”
redemption price set forth in the Indenture. On and after April 15, 2029, SiriusXM may redeem the Notes, in whole or in part, at any time
at the redemption prices set forth in the Indenture. In addition, prior to April 15, 2029, SiriusXM may, on one or more occasions, redeem
up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price equal to
105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Change of control and other restrictive covenants.
The Notes are subject to covenants that, among other things, require SiriusXM to make an offer to repurchase the Notes at 101% of their
principal amount in the event of a change of control and a downgrade in the ratings of the Notes, and limit SiriusXM’s ability and
the ability of SiriusXM’s subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge, consolidate or
sell or otherwise dispose of all or substantially all assets. In addition, the Indenture restricts SiriusXM’s non-guarantor subsidiaries’
ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing the Notes. Sirius
XM Inc. is not subject to most of these covenants and the Company is not subject to these restrictive covenants.
Events of default. The following
constitute events of default with respect to the Notes: default in the payment of interest; default in the payment of principal; failure
to comply with covenants; failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified
amount; certain events of bankruptcy; a judgment for payment of money exceeding a specified aggregate amount; and voidance of subsidiary
guarantees, in each case subject to applicable grace periods.
Use of proceeds. SiriusXM intends
to use the net proceeds from the issuance of the Notes, together with cash on hand, to (i) purchase any and all of its 3.125% Senior Notes
due 2026 (the “3.125% Notes”) validly tendered and not validly withdrawn pursuant to its concurrent cash tender offer for
any and all 3.125% Notes (the “Concurrent Tender Offer”), (ii) to the extent less than all of the aggregate principal amount
of the 3.125% Notes are purchased in the Concurrent Tender Offer, redeem or discharge all of the 3.125% Notes not purchased in the Concurrent
Tender Offer and (iii) redeem $250.0 million aggregate principal amount of SiriusXM’s outstanding 5.000% Senior Notes due 2027 (the
“5.000% Notes”). The 3.125% Notes and the 5.000% Notes are currently redeemable at a redemption price of 100.000% of the principal
amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date. As of December 31, 2025, $1,000 million
aggregate principal amount of 3.125% Notes were outstanding and $1,500 million aggregate principal amount of 5.000% Notes were outstanding.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The response to Item 1.01 is hereby incorporated
by reference into this Item 2.03.
On March 5, 2026, SiriusXM issued a press release
announcing the expiration and results of the Concurrent Tender Offer.
A copy of the press release is filed as Exhibit
99.1 to this Current Report.
This Current Report is neither an offer to sell
nor a solicitation of an offer to buy any of these securities, including the Notes, the 3.125% Notes and the 5.000% Notes, and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. This Current
Report does not constitute a notice of redemption for, nor an offer to purchase, the 3.125% Notes, the 5.000% Notes or any other securities.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description of Exhibit |
| 4.1 |
|
Indenture, dated as of March 4, 2026, among Sirius XM Radio LLC, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.875% Senior Notes due 2032, including the form of 5.875% Senior Notes due 2032. |
| 99.1 |
|
Press Release dated March 5, 2026 relating to the expiration of the Concurrent Tender Offer. |
| 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/ Eve Konstan |
| |
|
Eve Konstan
Executive Vice President, Chief Legal Officer and Secretary |
Dated: March 5, 2026
Exhibit 99.1
SIRIUSXM ANNOUNCES EXPIRATION AND RESULTS
OF CASH TENDER OFFER FOR
ANY AND ALL OUTSTANDING 3.125% SENIOR NOTES DUE 2026
NEW YORK, March 5, 2026 –
Sirius XM Holdings Inc. (NASDAQ: SIRI) (“SiriusXM”) announced today that the cash tender offer (the “Offer”),
commenced on February 26, 2026, by its subsidiary, Sirius XM Radio LLC (the “Offeror”), to purchase any and all of the Offeror’s
outstanding 3.125% Senior Notes due 2026 (the “Notes”), expired at 5:00 p.m. New York City time on March 4, 2026 (the “Expiration
Time”).
According to Kroll Issuer Services
(US), the tender and information agent for the Offer, valid tenders had been received at the expiration of the Offer in the amount and
percentage set forth in the table below.
| Issuer | |
Title of
Security | |
CUSIP
Numbers(2) | |
Principal
Amount
Outstanding | | |
Principal Amount
Tendered | | |
Percentage of
Principal
Amount
Tendered | | |
Purchase Price
per $1,000
Principal
Amount of
Notes | |
| Sirius XM Radio LLC | |
3.125% Senior Notes due 2026(1) | |
82967NBL1, U82764AU2 and 82967NBN7 | |
$ | 1,000,000,000 | | |
$ | 498,935,000 | (3) | |
| 49.89 | %(3) | |
$ | 994.64 | |
| (1) | The Notes are currently callable at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest
and mature on September 1, 2026. |
| (2) | No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes.
They are provided solely for the convenience of holders of the Notes. |
| (3) | This amount excludes $70,634,000 aggregate principal amount of the Notes that remain subject to the guaranteed delivery procedures
described in the offer to purchase and the related notice of guaranteed delivery. |
The Offeror expects to accept for
purchase all Notes validly tendered and not validly withdrawn as of the Expiration Time and expects to make payment for any such Notes
on March 5, 2026. The payment date for any Notes tendered pursuant to the guaranteed delivery procedures described in the offer to purchase
and the related notice of guaranteed delivery is expected to be March 9, 2025.
The Offeror will apply a portion
of the proceeds from the issuance of $1,250.0 million aggregate principal amount of the Offeror’s 5.875% senior notes due 2032 (the
“New Notes”), which closed on March 4, 2026, to the payment for all Notes to be purchased in the Offer together with cash
on the balance sheet.
The Offer was made pursuant to the
terms and subject to the conditions set forth in the offer to purchase and the related notice of guaranteed delivery, each dated as of
February 26, 2026.
Following the settlement of
the Offer, the Offeror intends to, on or shortly before or after the initial payment date for the Offer, (i) issue a notice of redemption
to redeem, with a portion of the net proceeds from such senior notes offering together with cash on hand, if needed, any Notes that remain
outstanding in accordance with the terms of the indenture governing the Notes, (ii) satisfy and discharge its obligations under the Notes
and the indenture governing the Notes by depositing with the trustee for the Notes, in trust, solely for the benefit of the holders of
the Notes, money or U.S. government obligations, in such amounts as would be sufficient to pay the principal of and interest on, the Notes
to the redemption date or the maturity date, or (iii) pursue any combination of the foregoing. This press release does not constitute
a notice of redemption or an offer to purchase the Notes not purchased in the Offer.
Citigroup Global Markets Inc. has
served as the exclusive dealer manager for the Offer and Kroll Issuer Services (US) has served as the tender agent and information agent
for the Offer. Questions regarding the terms of the Offer may be directed to Citigroup Global Markets Inc. by calling 800-558-3745 (toll-free)
or 212-723-6106 (collect).
This press release is neither an
offer to purchase nor a solicitation of an offer to sell any securities. In addition, this press release does not constitute a notice
of redemption under the indenture governing the Notes.
About Sirius XM Holdings Inc.
SiriusXM is a leading audio entertainment company in North America
with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium
music streaming services of Pandora; an expansive podcast network; and a suite of business and advertising solutions. Reaching a combined
monthly audience of approximately 170 million listeners, SiriusXM offers a broad range of content for listeners everywhere they tune in
with a diverse mix of live, on-demand, and curated programming across music, talk, news, and sports.
Forward-Looking Statements
This communication contains “forward-looking statements.”
Such statements include, but are not limited to, statements about the expected timing of the senior notes offering and the Offer and the
intended use of proceeds from the senior notes offering. Such forward-looking statements are based upon the current beliefs and expectations
of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the
results anticipated in these forward-looking statements.
The following factors, among others, could cause actual results and
the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
Risks Relating to our Business and Operations: We face substantial competition, and that competition has increased over time; our
SiriusXM service has suffered a loss of subscribers, and our Pandora ad-supported service has similarly experienced a loss of monthly
active users; if our efforts to attract and retain subscribers and listeners, or convert listeners into subscribers, are not successful,
our business will be adversely affected; we engage in extensive marketing efforts and the continued effectiveness of those efforts is
an important part of our business; we rely on third parties for the operation of our business, and the failure of third parties to perform
could adversely affect our business; failure to successfully monetize and generate revenues from podcasts and other non-music content
could adversely affect our business, operating results, and financial condition; we may not realize the benefits of acquisitions or other
strategic investments and initiatives; and the impact of economic conditions may adversely affect our business, operating results, and
financial condition. Risks Relating to our SiriusXM Business: Changing consumer behavior and new technologies relating to our satellite
radio business may reduce our subscribers and may cause our subscribers to purchase fewer services from us or to cancel our services altogether,
resulting in less revenue to us; a substantial number of our SiriusXM service subscribers periodically cancel their subscriptions and
we cannot predict how successful we will be at retaining customers; our ability to profitably attract and retain subscribers to our SiriusXM
service is uncertain; our business depends in part upon the auto industry; failure of our satellites would significantly damage our business;
and our SiriusXM service may experience harmful interference from wireless operations. Risks Relating to our Pandora and Off-platform
Business: Our Pandora and Off-platform business generates a significant portion of its revenues from advertising, and reduced spending
by advertisers could harm our business; emerging industry trends may adversely impact our ability to generate revenue from advertising;
our failure to convince advertisers of the benefits of our Pandora ad-supported service could harm our business; if we are unable to maintain
our advertising revenue, our results of operations will be adversely affected; changes to mobile operating systems and browsers may hinder
our ability to sell advertising and market our services; and if we fail to accurately predict and play music, comedy or other content
that our Pandora listeners enjoy, we may fail to retain existing and attract new listeners. Risks Relating to Laws and Governmental
Regulations: Privacy and data security laws and regulations may hinder our ability to market our services, sell advertising and impose
legal liabilities; consumer protection laws and our failure to comply with them could damage our business; failure to comply with FCC
requirements could damage our business; we may face lawsuits, incur liability or suffer reputational harm as a result of content published
or made available through our services; and increasing interest and expectations regarding sustainable business practices by our various
stakeholders and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm, and other adverse
effects. Risks Associated with Data and Cybersecurity and the Protection of Consumer Information: If we fail to protect the security
of personal information about our customers, we could be subject to costly government enforcement actions and private litigation and our
reputation could suffer; we use artificial intelligence in our business, and challenges with properly managing its use could result in
reputational harm, competitive harm, and legal liability and adversely affect our results of operations; and interruption or failure of
our information technology and communications systems could impair the delivery of our service and harm our business. Risks Associated
with Certain Intellectual Property Rights: Rapid technological and industry changes and new entrants could adversely impact our services;
the market for music rights is changing and is subject to significant uncertainties; our Pandora services depend upon maintaining complex
licenses with copyright owners, and these licenses contain onerous terms; failure to protect our intellectual property or actions by third
parties to enforce their intellectual property rights could substantially harm our business and operating results; and some of our services
and technologies use “open source” software, which may restrict how we use or distribute our services or require that we release
the source code subject to those licenses. Risks Related to our Capital Structure: While we currently pay a quarterly cash dividend
to holders of our common stock, we may change our dividend policy at any time; our holding company structure could restrict access to
funds of our subsidiaries that may be needed to pay third party obligations; we have significant indebtedness, and our subsidiaries’
debt contains certain covenants that restrict their operations; and our ability to incur additional indebtedness to fund our operations
could be limited, which could negatively impact our operations. Other Operational Risks: If we are unable to attract and retain
qualified personnel, our business could be harmed; our facilities could be damaged by natural catastrophes or terrorist activities; the
unfavorable outcome of pending or future litigation could have an adverse impact on our operations and financial condition; we may be
exposed to liabilities that other entertainment service providers would not customarily be subject to; and our business and prospects
depend on the strength of our brands.
Additional factors that could cause material differences from those
described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2025, which
is filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC's Internet site (http://www.sec.gov).
The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of this communication.
Source: SiriusXM
Investor Contact:
Investor.Relations@siriusxm.com
