Sirius XM COO Wayne Thorsen to leave July 31

Q: What severance payment will Wayne D. Thorsen receive from Sirius XM (SIRI)?

Wayne D. Thorsen will receive a lump-sum payment of $1,050,000. This amount reflects a prorated portion of the annual bonus he would otherwise have had the opportunity to earn for 2026 under his separation agreement.

Q: When will Sirius XM (SIRI) pay the $1,050,000 separation amount to Wayne D. Thorsen?

The lump-sum payment of $1,050,000 to Wayne D. Thorsen is scheduled to be made within 60 days following his July 31, 2026 separation date. Payment depends on his execution and non-revocation of a general release of claims.

Q: What agreement governs Wayne D. Thorsen’s exit from Sirius XM (SIRI)?

Wayne D. Thorsen’s exit is governed by a Separation Agreement and General Release of Claims dated July 29, 2026. The agreement provides the $1,050,000 lump-sum bonus payment and requires a general release of claims as a condition.

Sirius XM Holdings Inc. announced that Wayne D. Thorsen, Executive Vice President and Chief Operating Officer, will cease serving as an employee effective July 31, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sirius XM Holdings Inc. announced that Wayne D. Thorsen, Executive Vice President and Chief Operating Officer, will cease serving as an employee effective July 31, 2026. The company states there were no disagreements with him regarding its operations, policies or practices and does not plan to appoint a successor COO at this time.

Under a Separation Agreement and General Release of Claims dated July 29, 2026, Thorsen will receive a lump-sum payment of $1,050,000, representing a prorated portion of his potential 2026 annual bonus. The payment is due within 60 days of his separation date, subject to his execution and non-revocation of a general release of claims. All of his unvested equity awards outstanding as of July 31, 2026 will be forfeited without consideration on that date.

Positive

None.

Negative

Executive VP & COO departure effective July 31, 2026, with no successor COO planned, introduces leadership transition uncertainty at the senior operating level.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Separation payment: $1,050,000 Separation effective date: July 31, 2026 Payment timing: within 60 days

3 metrics

Separation payment $1,050,000 Lump-sum payment reflecting prorated 2026 bonus opportunity under separation agreement

Separation effective date July 31, 2026 Date when Wayne D. Thorsen ceases serving as an employee

Payment timing within 60 days Separation payment to be made within 60 days following separation date

Key Terms

Separation Agreement and General Release of Claims, unvested equity awards, lump sum payment

3 terms

Separation Agreement and General Release of Claims regulatory

"Under a Separation Agreement and General Release of Claims dated July 29, 2026"

unvested equity awards financial

"All of Mr. Thorsen’s unvested equity awards outstanding as of July 31, 2026"

lump sum payment financial

"provides for a lump sum payment of $1,050,000"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did Sirius XM (SIRI) disclose?

Sirius XM reported that Executive Vice President and Chief Operating Officer Wayne D. Thorsen will cease serving as an employee effective July 31, 2026. The company noted there were no disagreements with him regarding its operations, policies or practices.

What severance payment will Wayne D. Thorsen receive from Sirius XM (SIRI)?

Wayne D. Thorsen will receive a lump-sum payment of $1,050,000. This amount reflects a prorated portion of the annual bonus he would otherwise have had the opportunity to earn for 2026 under his separation agreement.

When will Sirius XM (SIRI) pay the $1,050,000 separation amount to Wayne D. Thorsen?

The lump-sum payment of $1,050,000 to Wayne D. Thorsen is scheduled to be made within 60 days following his July 31, 2026 separation date. Payment depends on his execution and non-revocation of a general release of claims.

How are Wayne D. Thorsen’s equity awards treated in the Sirius XM (SIRI) separation?

All of Wayne D. Thorsen’s unvested equity awards outstanding as of July 31, 2026 will be forfeited without consideration on that date. Only his vested equity, if any, is not addressed in this disclosure.

Will Sirius XM (SIRI) appoint a new Chief Operating Officer after Thorsen’s departure?

Sirius XM states that it does not intend to appoint a successor Chief Operating Officer at this time. The company did not describe any alternative organizational changes around the COO responsibilities in this disclosure.

What agreement governs Wayne D. Thorsen’s exit from Sirius XM (SIRI)?

Wayne D. Thorsen’s exit is governed by a Separation Agreement and General Release of Claims dated July 29, 2026. The agreement provides the $1,050,000 lump-sum bonus payment and requires a general release of claims as a condition.

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

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Available on EDGAR 07/30/2026 - 07:00 AM Accepted by SEC EDGAR 07/30/2026 - 07:00 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): July 30, 2026 (July 29, 2026)

SIRIUS XM HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-34295

93-4680139

(State or 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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 each exchange on which registered

Common Stock, par value $0.001 per share	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 30, 2026, Sirius XM Holdings Inc. (the “Company”) announced that Wayne D. Thorsen, the Company’s Executive Vice President and Chief Operating Officer, will cease serving as an employee of the Company effective July 31, 2026. There were no disagreements between the Company and Mr. Thorsen with respect to the Company’s operations, policies or practices. The Company does not intend to appoint a successor Chief Operating Officer at this time.

In connection with his departure, the Company and Mr. Thorsen entered into a Separation Agreement and General Release of Claims, dated as of July 29, 2026 (the “Agreement”), which provides for a lump sum payment of $1,050,000, reflecting a prorated portion of the annual bonus that Mr. Thorsen would have otherwise had the opportunity to earn for 2026. The payment will be made within 60 days following his separation date, subject to Mr. Thorsen’s execution and non-revocation of a general release of claims. All of Mr. Thorsen’s unvested equity awards outstanding as of July 31, 2026 will be forfeited without consideration on such date.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description of Exhibit

10.1		Separation Agreement and General Release of Claims, dated as of July 29, 2026, between Sirius XM Holdings Inc. and Wayne D. Thorsen
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 thereunto duly authorized.

	SIRIUS XM HOLDINGS INC.

	By:	/s/ Eve Konstan
		Eve Konstan
		Executive Vice President, Chief Legal Officer and Secretary

Dated: July 30, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 53.2 KB