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

Rhea-AI Filing Summary

Gregory B. Maffei, a director of Sirius XM Holdings Inc. (SIRI), received additional restricted stock units (RSUs) as dividend equivalents related to Sirius XM's cash dividend paid on August 27, 2025. The filing shows the reporter acquired RSUs due to the dividend; the report lists 4,790,522 shares as beneficially owned following the reported transaction and 520,840 shares held indirectly by a grantor retained annuity trust (GRAT). The dividend paid by Sirius XM was $0.27 per share to holders of record on August 8, 2025.

The additional RSUs are subject to the same vesting and settlement conditions as the underlying awards, and were received with no cash price recorded in the Form 4. The filing was submitted by an attorney-in-fact on behalf of the reporting person.

Positive

• Additional RSUs were received as dividend equivalents, increasing the reporting person's beneficial ownership without cash outlay
• Vesting and settlement conditions remain unchanged, indicating no modification to award terms

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received dividend-equivalent RSUs; ownership totals are disclosed, no cash paid for these units.

The Form 4 discloses acquisition of additional restricted stock units as dividend equivalents following a $0.27 per-share cash dividend. The reporter's beneficial ownership is stated as 4,790,522 shares with an additional 520,840 shares held indirectly via a GRAT. This is a routine equity-compensation adjustment tied to a corporate dividend rather than an open-market purchase or sale, so it is informational about insider holdings but not a signal of a change in trading intent.

Corporate Governance Expert

TL;DR: Disclosure documents additional RSUs from a dividend; vesting and settlement terms remain unchanged.

The filing clarifies that the additional units are governed by the same vesting and settlement conditions as the underlying restricted stock units, indicating no alteration to grant terms. The presence of indirect holdings via a GRAT is properly disclosed. The form appears complete with an attorney-in-fact signature and cites the record date and dividend per share explicitly.

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
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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^*

MAFFEI GREGORY B

(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)
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		92(1)	A	$0.0000	4,790,522	D
Common Stock								520,840	I	By GRAT

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:

poamaffei.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 triggered the reported acquisition of RSUs for Gregory B. Maffei in the SIRI Form 4?

The filing states that Sirius XM paid a $0.27 per share cash dividend on August 27, 2025, and under the terms of the reporter's restricted stock units, additional RSUs were issued as dividend equivalents.

How many shares does the Form 4 report Gregory B. Maffei beneficially owned after the transaction?

The Form 4 lists 4,790,522 shares as beneficially owned following the reported transaction and 520,840 shares held indirectly by a GRAT.

Were the additional RSUs received for a cash payment according to the Form 4?

No. The transaction shows a $0.0000 price, indicating the additional RSUs were issued as dividend equivalents rather than purchased for cash.

Do the additional RSUs have different vesting or settlement terms?

No. The filing explicitly states the additional units are subject to the same conditions regarding vesting and settlement as the underlying restricted stock units.

What record date determined eligibility for the dividend that generated the RSUs?

The Form 4 states the dividend was payable to holders of common stock on the record date of August 8, 2025.