Sirius XM (SIRI) CEO Reports 515 Dividend-Equivalent RSUs on Form 4

Rhea-AI Filing Summary

Jennifer C. Witz, who serves as CEO and a director of Sirius XM Holdings Inc. (SIRI), reported a Section 16 filing showing receipt of additional restricted stock units on August 27, 2025. The filing discloses acquisition of 515 additional restricted stock units credited as a dividend equivalent following a company cash dividend of $0.27 per share paid to holders of record on August 8, 2025. The added units carry the same vesting and settlement conditions as the underlying restricted stock units. After the transaction the filer beneficially owned 254,156 shares directly and 1,268 shares indirectly through a 401(k) plan.

Positive

• Additional RSUs issued as dividend equivalent showing alignment of compensation mechanics with shareholder distributions
• Ownership disclosure shows continued holding with 254,156 shares directly and 1,268 indirectly via 401(k)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO received dividend-equivalent RSUs; this is a routine equity compensation adjustment, not a disposition.

The filing documents a non-cash adjustment to executive equity holdings driven by a company cash dividend converted into additional restricted stock units under the terms of existing grants. Because the additional units retain the same vesting and settlement terms, there is no immediate increase in liquid ownership or voting power. This is a standard contractual treatment of dividends on unvested equity and does not indicate a change in executive intent regarding buying or selling stock.

Securities Analyst

TL;DR: Minor increase in reported beneficial ownership via 515 RSUs; immaterial to capital structure.

The reported acquisition of 515 restricted stock units was recorded at $0.00 price as a dividend-equivalent adjustment following the $0.27 per-share cash dividend. The incremental units are small relative to total outstanding shares and to the reporter's existing position of 254,156 shares, so the transaction is unlikely to be material to earnings per share or share count in the short term. Investors should view this as a routine administrative equity issuance tied to dividend policy and existing compensation agreements.

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^*

Witz Jennifer C

(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
X	Officer (give title below)		Other (specify below)
	CEO

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		515(1)	A	$0.0000	254,156	D
Common Stock								1,268	I	By 401(k) Plan

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:

powwitz.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.
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FAQ

What did SIRI insider Jennifer C. Witz report on Form 4?

The Form 4 reports receipt of 515 additional restricted stock units on August 27, 2025 as a dividend-equivalent adjustment tied to a $0.27 per-share cash dividend.

Why were restricted stock units issued to the reporting person?

Per the filing, the company paid a cash dividend on common stock and, under the terms of the reporting person's restricted stock unit agreements, that dividend resulted in the issuance of additional restricted stock units subject to the same vesting and settlement conditions.

How many shares does Jennifer C. Witz beneficially own after this transaction?

After the transaction the filing reports 254,156 shares beneficially owned directly and 1,268 shares indirectly through a 401(k) plan.

What was the dividend amount that triggered the RSU issuance?

Sirius XM paid a cash dividend of $0.27 per share, payable to holders of record on August 8, 2025, which prompted the RSU adjustment.

Does the Form 4 show any sale or exercise of securities by the reporting person?

No. The filing records an acquisition of additional restricted stock units; there is no sale or exercise reported on the Form 4.