Sirius XM (SIRI) COO Wayne Thorsen granted 2,343 RSUs from dividend

Rhea-AI Filing Summary

Sirius XM Holdings Inc. executive Wayne Thorsen, EVP and Chief Operating Officer, reported an acquisition of 2,343 shares of common stock on account of a grant or award. The shares were received at a price of $0.00 per share, reflecting additional restricted stock units credited under an existing equity award.

These extra units arose from Sirius XM’s cash dividend of $0.27 per share paid on February 27, 2026 to holders of common stock as of the February 11, 2026 record date, and they are subject to the same vesting and settlement conditions as the underlying restricted stock units. Following this transaction, Thorsen directly holds 212,686 shares of common stock.

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^*

Thorsen Wayne

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Operating Officer

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		2,343(1)	A	$0.0000	212,686	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 did Sirius XM (SIRI) executive Wayne Thorsen report on this Form 4?

Wayne Thorsen reported acquiring 2,343 shares of Sirius XM common stock via a grant or award. The shares were issued at $0.00 per share as additional restricted stock units, tied to an existing equity award rather than an open-market purchase.

Why did Wayne Thorsen receive additional restricted stock units in Sirius XM (SIRI)?

He received additional restricted stock units because Sirius XM paid a $0.27 per share cash dividend on its outstanding common stock. Under his RSU agreement, dividends generate extra units, which follow the same vesting and settlement conditions as the original restricted stock units.

What dividend did Sirius XM (SIRI) pay that affected Wayne Thorsen’s RSUs?

Sirius XM paid a cash dividend of $0.27 per share on each outstanding common share. The dividend was payable on February 27, 2026 to stockholders of record on February 11, 2026, triggering additional restricted stock units for Thorsen under his RSU agreement.

How many Sirius XM (SIRI) shares does Wayne Thorsen hold after this Form 4 transaction?

After receiving the 2,343-share grant, Wayne Thorsen directly holds 212,686 shares of Sirius XM common stock. This total reflects his ownership following the award of additional restricted stock units credited due to the company’s February 2026 cash dividend.

Was Wayne Thorsen’s Sirius XM (SIRI) Form 4 transaction an open-market stock purchase?

No, it was not an open-market purchase. The filing classifies the transaction as a grant or award acquisition at $0.00 per share, representing additional restricted stock units credited under his existing RSU agreement following Sirius XM’s $0.27 per share cash dividend.