Sirius XM (NASDAQ: SIRI) extends $2.0B credit line to 2030

Rhea-AI Filing Summary

Sirius XM Holdings Inc. reported that its subsidiary, Sirius XM Radio LLC, entered into Amendment No. 11 to its existing credit agreement with JPMorgan Chase Bank and other lenders. The amendment extends the maturity date of the company’s senior secured revolving credit facility to August 31, 2030, with an earlier “springing” maturity if certain other material debt remains outstanding 91 days before its maturity and specified liquidity conditions are not met. The amendment also increases the total size of the revolving credit facility from $1.75 billion to $2.0 billion. The credit facilities remain guaranteed by Sirius XM Inc. and key domestic subsidiaries and continue to be secured by liens on substantially all of their assets. The credit agreement also continues to permit incremental facilities and additional debt under defined baskets.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): August 21, 2025 (August 20, 2025)

SIRIUS XM HOLDINGS INC.

(Exact Name of Registrant as Specified in 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 Fl., New York, NY	10020
(Address of Principal Executive Offices)	(Zip Code)

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

N/A

(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 1.01 Entry into a Material Definitive Agreement.

On August 20, 2025, Sirius XM Radio LLC (“Sirius XM”), our subsidiary, entered into an amendment (“Amendment No. 11”) to its existing credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other agents and lenders (the “Credit Agreement”).

Prior to Amendment No. 11, the Credit Agreement consisted of a (i) $1.75 billion senior secured revolving credit facility (“Revolving Facility”), from which Sirius XM could borrow and reborrow from time to time, and (ii) a delayed draw term loan A facility in an aggregate original principal amount of $1.1 billion, borrowings from each of which Sirius XM could use for working capital and other general corporate purchases, including share repurchases, dividends and the financing of acquisitions. Amendment No. 11 provides for certain changes to the Credit Agreement, including to, among other things, (i) extend the maturity of the Revolving Facility to August 31, 2030 (subject to an earlier springing maturity if certain material indebtedness of Sirius XM remains outstanding 91 days prior to its stated maturity date and Sirius XM Inc. and its subsidiaries do not have sufficient liquidity to repay such indebtedness at such time) and (ii) increase the aggregate principal amount of the Revolving Facility to $2.0 billion. The obligations under the Credit Agreement remain guaranteed by Sirius XM’s parent, Sirius XM Inc., and Sirius XM’s material domestic subsidiaries, and secured by a lien on substantially all of Sirius XM’s assets and the assets of its material domestic subsidiaries, subject to certain exceptions.

The Credit Agreement contains incremental facilities and related debt and lien baskets, which allow Sirius XM to increase or incur new commitments under the Revolving Facility and/or incur new term loans or other forms of indebtedness, subject to the terms of the Credit Agreement.

Certain of the participants in the Credit Agreement and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with us and/or our affiliates. These participants have received, or may in the future receive, customary fees and commissions for these transactions.

The description of Amendment No. 11 contained herein is qualified in its entirety by reference to Amendment No. 11, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Amendment No. 11, dated as of August 20, 2025, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders parties thereto.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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

Dated: August 21, 2025

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FAQ

What did Sirius XM Holdings Inc. (SIRI) change in its credit agreement?

Sirius XM’s subsidiary entered into Amendment No. 11 to its existing credit agreement, extending the revolving credit facility’s maturity and increasing its total size.

How large is Sirius XM’s revised revolving credit facility under Amendment No. 11?

The senior secured revolving credit facility was increased from $1.75 billion to $2.0 billion under the amended credit agreement.

When does Sirius XM’s revolving credit facility now mature?

The revolving credit facility’s stated maturity was extended to August 31, 2030, subject to an earlier springing maturity if certain other material indebtedness remains outstanding and liquidity conditions are not met.

What other facilities are described in Sirius XM’s credit agreement?

Besides the revolving facility, the credit agreement includes a delayed draw term loan A facility with an original aggregate principal amount of $1.1 billion for working capital and general corporate purposes.

How are Sirius XM’s obligations under the credit agreement secured and guaranteed?

The obligations remain guaranteed by Sirius XM Inc. and its material domestic subsidiaries and are secured by liens on substantially all of their assets, subject to certain exceptions.

Can Sirius XM increase its borrowing capacity further under this credit agreement?

The credit agreement includes incremental facilities and related debt and lien baskets, which allow Sirius XM to add new commitments or incur additional term loans and other indebtedness, subject to its terms.

What roles do the lenders in Sirius XM’s credit agreement play beyond providing loans?

Certain participants and their affiliates have provided, and may continue to provide, investment banking, advisory, and other commercial services to Sirius XM and its affiliates for customary fees and commissions.