Sirius XM retires 3.125% 2026 senior notes

Sirius XM Holdings Inc., through subsidiary Sirius XM Radio LLC, has effectively retired its 3.125% Senior Notes due 2026 using proceeds from new 5.875% Senior Notes due 2032.

Rhea-AI Filing Summary

Sirius XM Holdings Inc., through subsidiary Sirius XM Radio LLC, has effectively retired its 3.125% Senior Notes due 2026 using proceeds from new 5.875% Senior Notes due 2032. The company’s tender offer purchased approximately $498.9 million, or 49.89%, of the 3.125% notes on March 5, 2026.

After the tender, $501.1 million principal amount of the 3.125% notes remained outstanding. On March 10, 2026, the subsidiary deposited enough U.S. Treasuries with the trustee to pay the remaining principal and accrued interest through maturity, satisfying and discharging the 3.125% notes and related guarantees under the indenture.

Insights

Credit and capital structure analyst

Sirius XM refinances 2026 notes into longer-dated, higher-coupon debt, fully defeasing the old issue.

Sirius XM Radio LLC replaced its 3.125% Senior Notes due 2026 with new 5.875% Senior Notes due 2032. The company first ran a cash tender offer that bought about $498.9 million of the old notes, representing 49.89% of that series.

Following the tender, $501.1 million of the 3.125% notes remained. The subsidiary then deposited U.S. Treasuries with the trustee on March 10, 2026 to cover principal and accrued interest to maturity, satisfying and discharging the notes and related guarantees. This extends debt maturity but at a higher stated coupon of 5.875%, with overall impact depending on future cash flows and interest conditions.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What did Sirius XM (SIRI) announce regarding its 3.125% Senior Notes due 2026?

Sirius XM, via Sirius XM Radio LLC, effectively retired its 3.125% Senior Notes due 2026. It conducted a cash tender offer and then defeased the remaining notes by depositing U.S. Treasuries with the trustee to cover principal and accrued interest to maturity.

How many Sirius XM 3.125% 2026 notes were purchased in the tender offer?

The tender offer purchased approximately $498.9 million of Sirius XM Radio LLC’s 3.125% Senior Notes due 2026. This amount represented 49.89% of the outstanding issue, leaving a roughly equal principal balance outstanding before the subsequent satisfaction and discharge transaction.

How much of Sirius XM’s 3.125% 2026 notes remained after the tender offer?

After the tender offer settled on March 5, 2026, $501.1 million aggregate principal amount of the 3.125% Senior Notes due 2026 remained outstanding. This residual balance was later covered through a U.S. Treasuries deposit to fully satisfy and discharge the notes and related guarantees.

How did Sirius XM fund the retirement of its 3.125% 2026 notes?

Sirius XM Radio LLC used a portion of the net proceeds from its 5.875% Senior Notes due 2032 to fund both the cash tender offer and the satisfaction and discharge of the remaining 3.125% notes. The company explicitly links these new 5.875% notes to the refinancing transactions.

What does satisfaction and discharge of Sirius XM’s 3.125% notes mean for investors?

Satisfaction and discharge means Sirius XM Radio LLC deposited enough U.S. Treasuries with the trustee to pay all remaining principal and accrued interest to maturity. After this, the 3.125% notes, related guarantees, and most indenture obligations were terminated, except provisions expressly stated to survive.

When did Sirius XM complete the key steps in this refinancing transaction?

The cash tender offer for the 3.125% Senior Notes due 2026 settled on March 5, 2026. The company then completed the satisfaction and discharge by depositing U.S. Treasuries with the trustee on March 10, 2026, fully covering remaining principal and accrued interest obligations to maturity.

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Accepted by SEC EDGAR 03/10/2026 - 04:15 PM Learn about SEC filing dates

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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 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 8.01 Other Events.

On March 5, 2026, Sirius XM Radio LLC (“SiriusXM”), a subsidiary of Sirius XM Holdings Inc. (the “Company,” “we,” “us” or “our”), settled its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 3.125% Senior Notes due 2026 (the “3.125% Notes”).

A total of approximately $498.9 million (49.89%) of 3.125% Notes were purchased in the Tender Offer on March 5, 2026. A portion of the net proceeds from the issuance of SiriusXM’s 5.875% Senior Notes due 2032 on March 4, 2026 (the “5.875% Notes”) were used to fund the Tender Offer. As of March 5, 2026 after giving effect to the settlement of the Tender Offer, $501.1 million aggregate principal amount of 3.125% Notes were outstanding.

On March 10, 2026, SiriusXM deposited with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) under the Indenture, dated as of August 16, 2021 (as amended or supplemented as of the date hereof, the “3.125% Notes Indenture”), among SiriusXM, the guarantors party thereto and the Trustee, sufficient funds in U.S. treasuries to pay the outstanding principal amount and accrued interest to the maturity date of the 3.125% Notes and satisfy and discharge the 3.125% Notes and the related note guarantees and the 3.125% Notes Indenture and the obligations of SiriusXM and the guarantors thereunder (the “Satisfaction and Discharge”). A portion of the net proceeds from the issuance of SiriusXM’s 5.875% Notes were used to fund the Satisfaction and Discharge. Upon completion of the Satisfaction and Discharge, the 3.125% Notes and the related note guarantees and the 3.125% Notes Indenture and the obligations of SiriusXM and the guarantors thereunder were discharged and ceased to have further effect (except those provisions of the 3.125% Notes Indenture which the 3.125% Notes Indenture expressly specifies will survive satisfaction and discharge).

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 10, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB