Dividend-linked RSU grant for Sirius XM (SIRI) director Dave Stephenson

Rhea-AI Filing Summary

SIRIUS XM HOLDINGS INC. director Dave Stephenson reported an acquisition of 70 shares of common stock on February 27, 2026, at a price of $0.00 per share. This was a grant/award tied to his existing restricted stock units, rather than an open-market purchase.

The award arose because Sirius XM paid a cash dividend of $0.27 per share on its outstanding common stock to holders of record on February 11, 2026. Under the terms of his restricted stock unit agreement, Stephenson received additional restricted stock units subject to the same vesting and settlement conditions. Following this grant, his directly held common stock totaled 5,846 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Stephenson Dave

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	70	$0.00	--

Holdings After Transaction: Common Stock — 5,846 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Stephenson Dave

(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)
02/27/2026

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	02/27/2026		A		70(1)	A	$0.0000	5,846	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 February 27, 2026, 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, February 11, 2026. 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.

	Ruth Ziegler, attorney-in-fact	03/02/2026
	** 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 insider transaction did SIRI director Dave Stephenson report?

Dave Stephenson reported acquiring 70 shares of Sirius XM common stock as a grant on February 27, 2026. The shares were issued at $0.00 per share as additional restricted stock units linked to a dividend, not through an open-market purchase.

Why did Dave Stephenson receive additional SIRI restricted stock units?

He received additional restricted stock units because Sirius XM paid a $0.27 per share cash dividend on outstanding common stock. Under his RSU agreement, this dividend triggered extra units, subject to the same vesting and settlement terms as the original awards.

How many SIRI shares does Dave Stephenson hold after this Form 4?

After the reported transaction, Dave Stephenson directly holds 5,846 shares of Sirius XM common stock. This total reflects the addition of 70 dividend-related restricted stock units credited to him on February 27, 2026, under his existing equity award agreement.

Was the SIRI insider transaction an open-market stock purchase?

No, the transaction was a grant or award acquisition of 70 shares at $0.00 per share. It resulted from dividend-related adjustments to existing restricted stock units, rather than Stephenson buying shares in the open market at a cash price.

What dividend did Sirius XM pay related to this insider award?

Sirius XM paid a cash dividend of $0.27 per share on February 27, 2026. The dividend applied to all common shareholders of record on February 11, 2026, and triggered additional restricted stock units for Dave Stephenson under his award agreement.

Are the new SIRI restricted stock units immediately vested for Dave Stephenson?

The additional restricted stock units are subject to the same vesting and settlement conditions as the underlying units. They do not vest separately; instead, they follow the original award’s timetable and terms defined in the restricted stock unit agreement.