Sirius XM CFO updates ownership after $0.27 dividend RSU grant

Rhea-AI Filing Summary

Sirius XM Holdings Inc. (SIRI) reported a routine insider update showing its EVP and CFO received additional stock units tied to a recent dividend. On November 21, 2025, Sirius XM paid a cash dividend of $0.27 per share on its outstanding common stock, payable to holders of record on November 5, 2025. Under the terms of his restricted stock unit (RSU) agreements, the CFO was granted 1,591 additional RSUs at a price of $0.0000, reflecting the dividend. After this adjustment, he beneficially owns 163,571 shares directly and 1,644 shares indirectly through a 401(k) plan. The new RSUs carry the same vesting and settlement conditions as the original awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BARRY THOMAS D

(Last) (First) (Middle)

1221 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SIRIUS XM HOLDINGS INC. [ (SIRI) ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/21/2025		A		1,591(1)	A	$0.0000	163,571	D
Common Stock								1,644	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 21, 2025, Sirius XM Holdings Inc. ("Sirius XM") paid a cash dividend of $0.27 per share on each share of its outstanding common stock. The dividend was payable to all holders of Sirius XM's common stock on the record date, November 5, 2025. Pursuant to the terms of the agreement governing the outstanding restricted stock units held by the filer, the filer received certain additional restricted stock units as a result of this cash dividend. These additional units are subject to the same conditions regarding vesting and settlement as the underlying restricted stock units to which they relate.

	/s/Richard N. Baer, attorney-in-fact	11/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What does the Sirius XM (SIRI) Form 4 filed by the EVP and CFO report?

The Form 4 reports that Sirius XM's EVP and CFO received additional restricted stock units (RSUs) as an adjustment related to a recent cash dividend, and updates his total beneficial ownership in Sirius XM common stock.

How many additional RSUs did the Sirius XM (SIRI) CFO receive?

The CFO received 1,591 additional restricted stock units of Sirius XM common stock at a reported price of $0.0000 per unit, reflecting the dividend-related adjustment under his RSU agreements.

What dividend did Sirius XM (SIRI) pay that triggered the RSU adjustment?

On November 21, 2025, Sirius XM paid a cash dividend of $0.27 per share on each share of its outstanding common stock to holders of record as of November 5, 2025, which led to the additional RSUs for the CFO.

How many Sirius XM (SIRI) shares does the CFO beneficially own after this Form 4 transaction?

Following the reported transaction, the CFO beneficially owns 163,571 shares directly and 1,644 shares indirectly through a 401(k) plan, as disclosed in the Form 4.

Do the new RSUs for the Sirius XM (SIRI) CFO have different vesting terms?

No. The filing states that the additional RSUs are subject to the same conditions regarding vesting and settlement as the underlying restricted stock units to which they relate.

Is the Sirius XM (SIRI) Form 4 a sign of a new compensation plan?

The Form 4 describes a dividend-related adjustment to existing restricted stock units under their governing agreement, rather than a new compensation plan, and updates the CFO's ownership position.