Sirius XM director gets 98 extra RSUs after cash dividend

Rhea-AI Filing Summary

Sirius XM Holdings Inc. (SIRI) filed a Form 4 reporting a routine equity adjustment for one of its directors. On November 21, 2025, Sirius XM paid a $0.27 per share cash dividend on each share of its outstanding common stock to holders of record on November 5, 2025. Under the terms of the director’s restricted stock unit agreement, this dividend generated 98 additional restricted stock units at a price of $0.0000, which are subject to the same vesting and settlement conditions as the original units. Following this transaction, the director beneficially owns 14,694 shares directly and 22,236 shares indirectly through a trust.

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^*

HARTENSTEIN EDDY W

(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)

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

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		98(1)	A	$0.0000	14,694	D
Common Stock								22,236	I	By Trust

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.
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FAQ

What did Sirius XM (SIRI) disclose in this Form 4 filing?

The filing reports that a Sirius XM director received 98 additional restricted stock units on November 21, 2025 as an adjustment tied to a cash dividend on common stock.

Why did the Sirius XM director receive 98 additional restricted stock units?

The director’s outstanding restricted stock units are governed by an agreement that grants additional units when Sirius XM pays a cash dividend. A $0.27 per share dividend on November 21, 2025 triggered this award.

What were the terms of Sirius XM’s dividend mentioned in the Form 4?

Sirius XM paid a $0.27 per share cash dividend on its outstanding common stock on November 21, 2025, to all holders of record as of November 5, 2025.

Do the new restricted stock units have different vesting terms?

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

How many Sirius XM shares does the director beneficially own after this transaction?

After the reported transaction, the director beneficially owns 14,694 shares directly and 22,236 shares indirectly through a trust, as shown in the Form 4 tables.

Is this Sirius XM Form 4 filing about buying or selling shares on the market?

No. The transaction reflects an automatic grant of 98 restricted stock units at $0.0000 price due to a dividend adjustment, not an open-market purchase or sale.