Sirius XM (SIRI) Director Granted 92 Dividend-Equivalent RSUs

Rhea-AI Filing Summary

Evan Daniel Malone, a director of Sirius XM Holdings Inc. (SIRI), reported a non‑derivative acquisition tied to the company's dividend program. Sirius XM paid a cash dividend of $0.27 per share on August 27, 2025, to holders of record as of August 8, 2025. Under the terms of the filer's outstanding restricted stock units, the filer received 92 additional restricted stock units as a result of that dividend; those units remain subject to the same vesting and settlement terms as the underlying awards. After the reported transaction, the filing shows 37,186 shares held directly and 103,056 shares held indirectly (by trust).

Positive

• Received 92 restricted stock units as dividend equivalents following the company's $0.27 per-share cash dividend
• Additional units retain the same vesting and settlement terms as the underlying restricted stock units

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-equivalent restricted stock units; holdings reflect grant mechanics, not active trading.

The filing documents an administrative issuance of 92 restricted stock units to a director under existing award terms following a $0.27 per share cash dividend. This is a routine compensation/adjustment event that preserves the economic equivalence of outstanding restricted awards. There is no indication of open-market purchases or sales, and the additional units carry the same vesting and settlement conditions as the underlying RSUs, so governance implications are limited to ordinary award administration.

Securities/Equity Analyst

TL;DR: Transaction is non-cash, dividend-related issuance; it modestly increases reported beneficial ownership but is not a market-moving trade.

The Form 4 shows an award adjustment triggered by the company's dividend policy rather than an investment decision by the reporting person. The filing lists 37,186 direct and 103,056 indirect shares after the issuance, and notes the issuance resulted from the $0.27 per-share dividend paid August 27, 2025. From a securities perspective this is informational and not indicative of a change in insider conviction through buying or selling.

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^*

MALONE EVAN DANIEL

(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	37,186	D
Common Stock								103,056	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 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:

poamalone.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 did the Form 4 filed for SIRI report?

The Form 4 reports that director Evan D. Malone received 92 restricted stock units as dividend equivalents after Sirius XM paid a $0.27 per-share cash dividend on August 27, 2025.

How many shares does the reporting person beneficially own after the transaction?

The filing shows 37,186 shares directly and 103,056 shares indirectly (by trust) following the reported transaction.

Were the additional units immediately vested or subject to conditions?

The additional restricted stock units are subject to the same vesting and settlement conditions as the underlying restricted stock units to which they relate.

What event triggered the issuance of the additional RSUs?

Sirius XM paid a cash dividend of $0.27 per share to holders of record on August 8, 2025; the dividend triggered the issuance of additional RSUs under the award agreement.

Does the Form 4 show any open-market purchases or sales by the reporting person?

No. The Form 4 indicates an administrative issuance (code A) of additional restricted stock units; it does not report any market purchases or sales.