Sirius XM Holdings 8-K Filings

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.

Sirius XM Holdings Inc. reported results from its May 28, 2026 annual stockholder meeting and an update to its equity incentive plan. Stockholders approved Amendment No. 1 to the 2024 Long-Term Stock Incentive Plan, increasing shares available for awards by 7,200,000 to a total of 22,565,993 shares.

Common stockholders elected six directors across Class I and Class II seats, with each nominee receiving over 210 million votes cast for. They also approved, on a non-binding advisory basis, compensation for named executive officers, and ratified KPMG LLP as independent registered public accountants for 2026 with over 281 million votes cast for.

Sirius XM Holdings Inc. reported higher first-quarter 2026 results, with revenue of $2.09 billion, up 1% from a year earlier. Net income rose 20% to $245 million, and diluted EPS increased to $0.72 from $0.59.

Adjusted EBITDA grew 6% to $666 million, while free cash flow more than tripled to $171 million, helped by higher profitability and lower capital spending. The company ended the quarter with about 33 million subscribers as self-pay net losses of 111,000 improved sharply versus last year and churn declined to 1.5%, the lowest first-quarter level on record.

Sirius XM reaffirmed its 2026 outlook, including about $8.5 billion of revenue, $2.6 billion of adjusted EBITDA, and $1.35 billion of free cash flow, and highlighted ongoing cost-efficiency efforts, capital returns, and a major YouTube audio advertising partnership as key strategic drivers.

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.

Sirius XM Holdings Inc. announced that subsidiary Sirius XM Radio LLC issued $1,250,000,000 of 5.875% senior notes due 2032, with interest payable semi-annually starting October 15, 2026. The notes are senior unsecured obligations guaranteed by key domestic subsidiaries but not by the holding company.

The subsidiary plans to use the net proceeds, together with cash on hand, to buy back its 3.125% senior notes due 2026 through a cash tender offer and subsequent redemption, and to redeem $250.0 million of 5.000% senior notes due 2027. As of December 31, 2025, there were $1,000 million of the 3.125% notes and $1,500 million of the 5.000% notes outstanding.

The tender offer for the 3.125% notes expired on March 4, 2026, with holders tendering $498,935,000, or 49.89% of the principal amount, at a purchase price of $994.64 per $1,000 of notes, excluding additional amounts subject to guaranteed delivery procedures.

Sirius XM Holdings Inc. announced the pricing terms for a cash tender offer by its subsidiary, Sirius XM Radio LLC, to purchase any and all of its outstanding 3.125% Senior Notes due 2026. The offer covers $1,000,000,000 principal amount of notes, with a purchase price of $994.64 per $1,000 of principal.

The price is based on a reference yield of 4.242% on the 0.750% U.S. Treasury due August 31, 2026, plus a fixed spread of 50 basis points. The offer is scheduled to expire at 5:00 p.m., New York City time, on March 4, 2026, and is being funded with proceeds from a contemporaneous senior notes offering and cash on the balance sheet, subject to customary conditions.

Sirius XM Holdings Inc. announced that its subsidiary, Sirius XM Radio LLC, has priced an upsized private offering of $1.25 billion aggregate principal amount of 5.875% Senior Notes due 2032, an increase of $250 million from the initially targeted size. The notes are priced at 100% of principal and are being sold to qualified institutional buyers and certain non‑U.S. persons under Rule 144A and Regulation S.

The company plans to use the net proceeds, together with cash on hand, to purchase its outstanding 3.125% Senior Notes due 2026 through a concurrent cash tender offer, redeem or discharge any remaining 3.125% notes, and redeem $250 million of its 5.000% Senior Notes due 2027. As of December 31, 2025, $1,000 million of the 3.125% notes and $1,500 million of the 5.000% notes were outstanding. A conditional redemption notice has been issued to redeem $250 million of the 5.000% notes on March 29, 2026 at 100% of principal plus accrued interest, reflecting a significant refinancing and extension of the company’s debt maturities.

Sirius XM Holdings Inc. is reorganizing its debt by launching a private offering of $1,000,000,000 in Senior Notes due 2032 through its subsidiary Sirius XM Radio LLC. The company plans to use the net proceeds, along with cash on hand, to repurchase its outstanding 3.125% Senior Notes due 2026 via a concurrent cash tender offer and, if needed, redeem or discharge any remaining 2026 notes.

As of December 31, 2025, $1,000,000,000 principal amount of the 3.125% Notes was outstanding. The tender offer targets any and all of these notes and is scheduled to expire at 5:00 p.m., New York City time, on March 4, 2026, with settlement expected on March 5, 2026 and a guaranteed delivery payment date expected on March 9, 2026. The purchase price will be based on a fixed spread of 50 basis points over the 0.750% U.S. Treasury due August 31, 2026.

The new 2032 notes will be sold only to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S, and will not be registered under the Securities Act. Completing the tender offer is conditioned on a contemporaneous senior notes offering generating at least $1,000.0 million of gross cash proceeds. The company emphasizes that neither the notes offering nor the tender offer documents constitute an offer or recommendation to any holder and includes extensive forward‑looking statement and risk disclosures tied to its competitive environment, technology, advertising markets, regulation, data security, intellectual property, capital structure and other operational factors.

Sirius Holdings Inc. has reported its financial and operating results for the three and twelve months ended December 31, 2025 through a press release furnished as Exhibit 99.1. The press release contains the detailed numbers and discussion of the company’s performance for that period.

The company will also post a reconciliation of the audited consolidated financial statements of Sirius Holdings Inc. and its subsidiary, Sirius Radio LLC, on its investor website. This reconciliation will show variances between the consolidated balance sheets and statements of operations for the two entities as of December 31, 2025, in order to meet reporting obligations under Sirius Radio LLC’s outstanding note indentures.

The information, including Exhibit 99.1, is being furnished under Items 2.02 and 7.01 and is explicitly not deemed “filed” under the Exchange Act, limiting how it is incorporated into other securities law filings.

Sirius Holdings Inc. announced a leadership transition in its top legal role. Executive Vice President, General Counsel and Secretary Richard N. Baer plans to retire in March and will remain in his current role until February 8, 2026, then part‑time through March 6, 2026 to support the handover.

The company’s subsidiary Sirius Radio LLC signed an Employment Agreement with Eve Konstan to become Executive Vice President, Chief Legal Officer and Secretary starting February 9, 2026. Her initial term runs through February 8, 2029, with automatic one‑year renewals absent nonrenewal notice.

The agreement provides a $1,000,000 annual base salary and a target annual bonus equal to 150% of base salary, plus severance protections upon certain qualifying terminations, including a lump sum equal to base salary plus at least her target bonus and continued health and life insurance benefits for specified periods.

Konstan will receive time‑based RSU awards with grant values of $1,500,000 and $2,000,000, as well as performance‑based RSUs valued at $1,500,000 tied to a three‑year cumulative free cash flow target and a relative total shareholder return metric against the S&P 1500 Media & Entertainment Index. Equity awards may accelerate if the company elects not to renew her agreement, and she will be eligible for additional equity awards from 2027 onward subject to Compensation Committee approval.

Sirius XM Holdings Inc. (SIRI) announced a planned Chief Financial Officer transition. Zachary J. Coughlin will become Executive Vice President and Chief Financial Officer effective January 1, 2026, under an employment agreement running through December 31, 2028, with automatic one-year renewals. His annual base salary will be $1,000,000 and his target annual bonus will be 150% of base salary, with a one-time cash sign-on bonus of $1,000,000 to be paid within thirty days after the effective date, subject to repayment if he leaves under certain conditions within one year. Starting in 2026, he is expected to receive performance-based RSUs with a 2026 grant value of $2,000,000, subject to performance metrics. The company also disclosed that current CFO Thomas Barry will step down as of the end of the day on December 31, 2025, with no disagreements reported, and will serve in an advisory role through February 1, 2026 to support an orderly transition.

Sirius XM Holdings Inc. furnished a press release with its financial and operating results for the three and nine months ended September 30, 2025, as Exhibit 99.1. The company noted that the information was provided under Items 2.02 and 7.01 and is being furnished, not filed, under the Exchange Act.

The company will also post a reconciliation between the unaudited consolidated financial statements of Sirius XM Holdings Inc. and its subsidiary, Sirius XM Radio LLC, covering the period ended September 30, 2025, on investor.siriusxm.com to comply with indenture reporting obligations tied to outstanding notes.

Sirius XM Holdings Inc. expanded its Board of Directors from nine to ten members and appointed Dave Stephenson to fill the new seat, effective September 18, 2025. He will serve as a Class III director and is expected to stand for reelection at the company’s 2027 annual meeting of stockholders.

The Board determined that Stephenson qualifies as an independent director under Nasdaq rules and the company’s governance guidelines. He is currently Chief Business Officer and Head of Employee Experience at Airbnb and previously served as Chief Financial Officer at both Airbnb and Lyft, as well as in senior finance roles at Amazon. He has been appointed to the Board’s Compensation Committee and will receive the same compensation as other non‑employee directors. The company also issued a press release announcing his appointment.

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.