Director at Sirius XM (SIRI) gains 104 shares from dividend RSUs

Rhea-AI Filing Summary

Sirius XM Holdings director Eddy W. Hartenstein reported an automatic share award linked to a recent cash dividend. On February 27, 2026, he acquired 104 shares of common stock at $0.00 per share as a grant or award, not an open-market purchase.

The footnote explains Sirius XM paid a $0.27 per-share cash dividend to holders of record on February 11, 2026, and under his restricted stock unit agreements he received additional units tied to that dividend, subject to the same vesting and settlement conditions. After this adjustment, he directly holds 14,798 shares and also reports 22,236 shares held indirectly by 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)
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		104(1)	A	$0.0000	14,798	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 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).
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FAQ

What insider transaction did SIRI director Eddy Hartenstein report?

SIRI director Eddy W. Hartenstein reported an automatic award of 104 shares of common stock. The shares were granted at no cost as an adjustment tied to his restricted stock units following a Sirius XM cash dividend of $0.27 per share.

Was the SIRI insider transaction an open-market purchase or sale?

The SIRI insider transaction was not an open-market trade. It was classified as a grant or award acquisition, where Hartenstein received 104 shares at $0.00 per share, reflecting additional units credited under his restricted stock unit agreements after a cash dividend.

How many Sirius XM shares does Eddy Hartenstein hold after this Form 4?

After this Form 4, Eddy Hartenstein directly holds 14,798 Sirius XM common shares. He also reports indirect ownership of 22,236 additional shares held by a trust, reflecting both his direct stake and trust-related holdings in the company’s stock.

What cash dividend triggered the additional SIRI restricted stock units?

Sirius XM paid a cash dividend of $0.27 per share on February 27, 2026. Holders of common stock on the February 11, 2026 record date received the dividend, and Hartenstein’s restricted stock unit agreements granted him additional units tied to that payment.

Why did Eddy Hartenstein receive additional Sirius XM restricted stock units?

He received additional restricted stock units because his existing RSU agreements provide for adjustments when Sirius XM pays cash dividends. The February 27, 2026 dividend triggered 104 extra units, which carry the same vesting and settlement conditions as the original awards.

How are Hartenstein’s indirect SIRI holdings characterized in this Form 4?

Hartenstein’s indirect Sirius XM holdings are reported as 22,236 common shares held “By Trust.” This indicates the shares are owned through a trust rather than directly in his name, and are categorized as indirect beneficial ownership in the filing.