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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):
November 7, 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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Departure of Jennifer C. Witz as Chief Executive
Officer; Appointment of Anjali Sud as Chief Executive Officer
On November 9, 2026, Sirius
XM Holdings Inc. (the “Company”) announced the appointment of Anjali Sud to serve as its Chief Executive Officer, effective
as of January 1, 2027 (the “Start Date”). Ms. Sud succeeds Jennifer C. Witz, who is stepping down from her role as the Company’s
Chief Executive Officer and a member of our board of directors (the “Board”), effective as of the end of the day on December
31, 2026.
Anjali Sud, 43, has served as a Board director
since March 2025. She has been the Chief Executive Officer of Tubi, Inc., a subsidiary of the Fox Corporation that provides free ad-supported
TV streaming service in the United States, since September 2023. Prior to that time, from July 2017 to August 2023, Ms. Sud served as
the Chief Executive Officer of Vimeo, Inc., a provider of cloud-based software tools that enable creative professionals, marketers and
enterprises to stream, host, distribute and monetize videos online and across devices. She also served on Vimeo’s board of directors
from May 2021 to August 2023. Prior to that, Ms. Sud held various positions at Vimeo since July 2014, before being promoted to Chief Executive
Officer in July 2017. Before Vimeo, Ms. Sud served in various positions at Amazon.com, Inc. from 2010 to 2014, culminating in her role
as Director of Marketing. Ms. Sud serves on the board of directors of Dolby Laboratories, Inc. and Change.org.
There is no arrangement or understanding between
Ms. Sud and any other person pursuant to which Ms. Sud was selected as an officer, and Ms. Sud does not have a direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Act of 1934,
as amended. There is no family relationship between Ms. Sud and any director or executive officer of the registrant.
Employment Agreement with Ms. Sud
In connection with Ms. Sud’s appointment,
our subsidiary Sirius XM Radio LLC entered into an employment agreement with Ms. Sud (the “Employment Agreement”). The Employment
Agreement provides for an initial term from the Start Date through December 31, 2029 and is subject to automatic one-year renewals unless
either party gives a written notice of non-renewal to the other party with at least 90 days’ notice prior to the expiration of the
then-current term.
Pursuant to the Employment Agreement, Ms. Sud will
receive an annual base salary of $2,600,000 and will be eligible to participate in the annual bonus plan offered to our executive officers
with an annual target bonus equal to two times her base salary (payable at no less than target for 2027). Subject to the approval of the
Board or the Compensation Committee of the Board (the “Compensation Committee”), following the Start Date, the Company will
grant Ms. Sud the following awards under the Company’s 2024 Long-Term Stock Incentive Plan: (i) a sign-on award of time-based
restricted stock units (“RSUs”) having a grant date fair value of $10,000,000, which will vest one-third on the grant date,
one-third on the first anniversary of the Start Date and one-third on the second anniversary of the Start Date; (ii) time-based RSUs
having a grant date fair value of $4,500,000 and vesting annually over a three-year period beginning on the first anniversary of the Start
Date; and (iii) performance-based RSUs having a target grant date fair value of $4,500,000, with a three-year performance period
beginning on January 1, 2027 and ending on December 31, 2029, which will vest based on the achievement of performance metrics to be established
by the Board or the Compensation Committee and continued service through the performance period. Beginning in 2028, Ms. Sud will be eligible
to receive annual equity awards as determined by the Board or the Compensation Committee, provided that the grant date fair value of her
annual equity awards for each of 2028 and 2029 will be no less than $9,000,000 per year. Ms. Sud will also be eligible to participate
in the benefit plans and programs generally available to our executive officers, be provided with a car and driver and be reimbursed for
certain legal fees incurred in connection with the negotiation of the Employment Agreement.
The Employment Agreement provides that if Ms. Sud’s
employment is terminated by us without “cause” or by Ms. Sud for “good reason” (each as defined in the Employment
Agreement), she will be entitled to (i) a lump sum severance payment equal to two times (or, if the termination occurs within 24
months following a change of control, three times) the sum of her annual base salary and the greater of her target annual bonus or the
last annual bonus paid (or due and payable) to her, (ii) a pro-rated bonus for the year of termination (based on actual achievement
of applicable performance criteria) and any earned but unpaid bonus for the prior year, (iii) continuation of medical and dental
benefits for up to 18 months and life insurance benefits for up to 12 months, (iv) full vesting of her outstanding equity awards
and (v) reimbursement of certain legal fees incurred in connection with her separation. If we elect not to renew the term of the
Employment Agreement and Ms. Sud’s employment terminates at the end of the term at a time when no grounds for cause exist, the termination
will be treated as a termination without cause for purposes of her equity award agreements and she will remain eligible to receive a bonus
for the final year of the term based on actual performance, but will not be entitled to other severance. Our obligation to provide these
severance benefits is subject to Ms. Sud’s execution of an effective release of claims and her continued compliance with her restrictive
covenants. The Employment Agreement contains confidentiality and intellectual property assignment provisions, non-competition and non-solicitation
covenants that apply during employment and for one year following any termination and non-disparagement and cooperation covenants.
The foregoing description of the Employment Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of
which attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Transition Agreement with Ms. Witz
In connection with Ms. Witz’s decision to
step down from her role as the Company’s Chief Executive Officer and a member of our Board,
the Company entered into a transition agreement with Ms. Witz (the “Transition Agreement”) that honors the terms of her existing
employment agreement by providing for continued eligibility for a 2026 annual bonus and her vested stock options to remain exercisable
for the remaining period of their term. In addition, pursuant to the Transition Agreement, Ms. Witz will serve in an advisory consulting
role from January 1, 2027 through December 31, 2027. For such services she will receive a consulting fee of $175,000 per month,
payable subject to the continued provision of services. The Transition Agreement includes a release of claims from Ms. Witz and acknowledgement
of her restrictive covenant obligations.
The foregoing description of the Transition Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of
which attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
On November 9, 2026, the Company issued a press
release announcing the foregoing transition matters. A copy of the Company’s press release is attached as Exhibit 99.1 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 |
|
Employment Agreement, dated as of November 7, 2026,
between Sirius XM Radio LLC and Anjali Sud. |
| |
|
|
| 10.2 |
|
Transition Agreement, dated as of
November 7, 2026, between Sirius XM Radio LLC and Jennifer Witz. |
| |
|
|
| 99.1 |
|
Press release dated November 9, 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 thereunto duly authorized.
| |
By: |
/s/ Eve Konstan |
| |
|
Eve Konstan |
| |
|
Executive Vice President, Chief Legal Officer and Secretary |
Dated: November 9, 2026
Exhibit 99.1
SiriusXM Announces CEO Transition
Jennifer Witz to Depart Following Over Two Decades
of Strong Leadership
Anjali Sud Brings Extensive Digital Media, Streaming,
Technology, and Advertising Experience to Guide the Company’s Next Phase
NEW YORK, NY – November 9, 2026 – SiriusXM
today announced that Anjali Sud has been appointed Chief Executive Officer, effective January 1, 2027. This appointment follows
Jennifer Witz’s decision to step down as CEO following almost two and a half decades at the Company. Witz will remain in an
advisory role at the Company until the end of 2027.
Sud has served as an independent director on the SiriusXM Board of
Directors since March 2025 and will remain a member of the Board of Directors following her appointment. She brings extensive experience
in digital media, streaming, technology, and advertising-supported and subscription-based businesses, as well as a proven record of building
leading entertainment platforms. She currently serves as Chief Executive Officer of Tubi, where she has led the Company’s rapid
expansion, growing its audience to more than 110 million monthly active users, scaling revenue, and driving profitable growth.
Greg Maffei, Chairman of the Board, said, “Anjali has built some
of the most successful consumer entertainment platforms. In her previous roles, she scaled audiences, expanded platforms, and led businesses
supported by both advertising and subscription models. As a member of our Board, she has intimate knowledge of our business and strategy.
With her digital media experience, CEO-level success, and Board perspective, we are confident Anjali will hit the ground running and build
on our momentum as we continue to execute against our objectives. We believe she will be an outstanding CEO for SiriusXM.”
“I am honored to lead SiriusXM in its next chapter,” said
Sud. “Premium audio experiences will be more important than ever to the future of entertainment, and I believe SiriusXM can evolve
to lead that future. Since joining the Board, I have gained a deeper appreciation for the Company’s strengths and potential. I look
forward to working with the team to execute with ambition and expand value for our subscribers, advertisers, artists, creators, talent,
partners, and shareholders.”
Maffei continued, “Jennifer has made extraordinary contributions
to SiriusXM over her 25-year career, including nearly six years as CEO. Her efforts include expanding in-car penetration and 360L rollouts,
solidifying its premium, content-led subscription business with record-high customer satisfaction and record-low churn, securing an exclusive
advertising partnership with YouTube, and building one of the nation’s leading podcast networks. SiriusXM is now generating its
best core financial metrics in years, returning to revenue growth and generating near-record levels of free cash flow. Jennifer is leaving
SiriusXM with a strong foundation, and we are grateful for her leadership.”
“Leading SiriusXM has been the most meaningful experience of
my career,” said Witz. “I am particularly proud of what our team has accomplished in strengthening the subscriber experience,
expanding our advertising business, and unlocking greater value across our broader portfolio. I firmly believe that SiriusXM is on a strong
path and that now is the time for a transition. Anjali brings the perspective, leadership, and understanding of the business needed to
guide the Company forward. While I will be leaving my role as CEO, I’ll remain a lifelong subscriber and supporter of SiriusXM.”
About Anjali Sud
Sud will join SiriusXM from Tubi, where she has served as Chief Executive
Officer since 2023. Under her leadership, the business scaled to more than 110 million monthly active users, expanded globally, and established
itself as a leading entertainment destination. Prior to Tubi, Sud served as CEO of Vimeo, where she took the company public and led its
transformation into a profitable, global video platform with 300 million users. Before that, she held various positions in e-commerce,
finance, and media at Amazon and Time Warner. Sud has served as an independent director on the SiriusXM Board of Directors since 2025.
She also serves on the Board of Directors of Dolby Laboratories, Inc. and Change.org. She holds an undergraduate degree from the Wharton
School at the University of Pennsylvania, and an MBA from Harvard Business School.
About Sirius XM Holdings Inc.
SiriusXM is the 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 complete ecosystem of advertising solutions through SiriusXM
Media and AdsWizz. SiriusXM offers live, on-demand, and human-curated programming across music, talk, news, sports, and podcasts, and
the company reaches approximately 255 million monthly listeners across its platforms. With deep automotive manufacturer relationships
and unique spectrum assets, SiriusXM is built to reach listeners wherever they are. The company connects fans to the voices, creators,
and moments they love - creating communities where listeners engage, participate, and belong. For more about SiriusXM, please go to:
https://www.siriusxm.com/
Forward-Looking Statements
This communication contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements
about our outlook and our future financial and operating results, our plans, objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified by words such as "will likely result," "are expected
to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan,"
"projection," "outlook" or words of similar meaning or the negative version of such words or phrases. 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. All capitalized terms
herein shall have the meaning attributable to them in our Quarterly Report on Form 10-Q for the period ended September 30, 2026 which
is filed with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
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 new 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; increases in the cost of memory used in our satellite radio modules and other components included in our satellite radios
could reduce equipment revenue and adversely affect 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. Risks
Related to the Transactions: We may have a significant indemnity obligation to Liberty Media, which is not limited in amount or subject
to any cap, if the transactions associated with the Split-Off are treated as a taxable transaction; we may determine to forgo certain
transactions that might otherwise be advantageous in order to avoid the risk of incurring significant tax-related liabilities; we have
assumed and are responsible for all of the liabilities attributed to the Liberty SiriusXM Group as a result of the completion of the Transactions,
and acquired the assets of SplitCo on an “as is, where is” basis; we may be harmed by securities class actions and derivative
lawsuits in connection with the Transactions; it may be difficult for a third party to acquire us, even if doing so may be beneficial
to our stockholders; we have directors associated or previously associated with Liberty Media, which may lead to conflicting interests;
and our directors and officers are protected from liability for a broad range of actions. 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 our results to differ materially
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 SEC and available at www.sec.gov, as updated by our periodic filings with the SEC. 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.
Media contact:
Zak Paget
Zak.Paget@siriusxm.com
Jenny Tartikoff
Jenny.Tartikoff@siriusxm.com
Investor contact:
Jennifer DiGrazia
1 (818) 384-4543
Investor.Relations@siriusxm.com
