[Form 4] Sirius XM Holdings, Inc Insider Trading Activity

Rhea-AI Filing Summary

Insider received dividend-related restricted stock units. Wayne Thorsen, Executive Vice President and Chief Operating Officer of Sirius XM Holdings Inc. (SIRI), reported the receipt of 1,634 additional restricted stock units on 08/27/2025. These units were issued under the terms of existing restricted stock units as a consequence of a company cash dividend of $0.27 per share that was payable to holders of record on 08/08/2025.

The additional restricted stock units carry the same vesting and settlement conditions as the underlying awards. After this award, the reporting person beneficially owned 140,678 shares (directly).

Insights

Corporate Governance Expert

TL;DR: Routine dividend-induced grant of additional RSUs; no change to control or immediate economic dilution.

The Form 4 documents a standard mechanical issuance of 1,634 restricted stock units to Wayne Thorsen tied to Sirius XM's $0.27 per-share cash dividend. These units mirror existing awards and remain subject to the same vesting and settlement terms, indicating no acceleration of rights or change in governance. The transaction is administrative and does not reflect a new compensation policy or an open-market purchase or sale.

Compensation/Risk Analyst

TL;DR: Small incremental equity award; immaterial to shareholder dilution and executive ownership profile.

The additional 1,634 RSUs increase the reporting person's direct beneficial holdings to 140,678 shares. Because these units are dividend-equivalent awards tied to existing RSUs and carry the same vesting, they represent a modest increase in potential future share issuance that is customary following a cash dividend structure linked to equity awards. No cash transaction or option exercise occurred.

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^*

Thorsen Wayne

(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, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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	08/27/2025		A		1,634(1)	A	$0.0000	140,678	D

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 August 27, 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, August 8, 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.

Remarks:

powthorsen.txt

	/s/Richard N. Baer, attorney-in-fact	08/27/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Wayne Thorsen report on Form 4 for SIRI?

The Form 4 reports that Wayne Thorsen received 1,634 additional restricted stock units on 08/27/2025 related to a dividend-equivalent adjustment.

Why were additional restricted stock units issued to the reporting person?

Sirius XM paid a cash dividend of $0.27 per share (record date 08/08/2025), and under the terms of existing RSUs the filer received additional units as dividend equivalents.

How many shares does Wayne Thorsen beneficially own after the transaction?

Following the reported transaction, the filer beneficially owned 140,678 shares (direct ownership).

Did the Form 4 report any cash purchases or sales?

No. The filing shows an A (acquisition) code for RSUs issued at a $0.0000 price as dividend equivalents, not an open-market cash transaction.

Does this Form 4 indicate changes to vesting or settlement of the awards?

No. The additional RSUs are subject to the same vesting and settlement conditions as the underlying restricted stock units.