Dividend-linked RSU grant lifts Sirius XM (SIRI) director shareholdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SIRIUS XM HOLDINGS INC. director Michael Rapino reported an automatic stock award tied to a recent dividend. On May 27, 2026, he acquired 83 shares of common stock at no cost through additional restricted stock units granted because the company paid a $0.27 per-share cash dividend on its outstanding common stock. These additional units carry the same vesting and settlement conditions as his existing restricted stock units, and his direct ownership increased to 34,301 common shares after the grant.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Rapino Michael

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	83	$0.00	--

Holdings After Transaction: Common Stock — 34,301 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares granted: 83 shares Dividend amount: $0.27 per share Record date for dividend: May 11, 2026 +2 more

5 metrics

Shares granted 83 shares Restricted stock unit-related common stock grant on May 27, 2026

Dividend amount $0.27 per share Cash dividend paid on outstanding common stock

Record date for dividend May 11, 2026 Holders of common stock as of this date received the dividend

Shares owned after transaction 34,301 shares Director Michael Rapino’s direct common stock holdings following grant

Transaction price per share $0.00 per share Awarded shares from restricted stock units, not market purchase

Key Terms

restricted stock units, cash dividend, record date, vesting and settlement

4 terms

restricted stock units financial

"Pursuant to the terms of the agreement governing the outstanding restricted stock units held by the filer"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

cash dividend financial

"Sirius XM Holdings Inc. paid a cash dividend of $0.27 per share"

A cash dividend is a payment made by a company to its shareholders directly in money, usually on a regular schedule. It is a way for investors to receive a portion of the company's profits, similar to earning interest or a bonus for holding the company's stock. Cash dividends provide income to shareholders and can indicate the company's financial health and stability.

record date financial

"The dividend was payable to all holders of Sirius XM's common stock on the record date, May 11, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

vesting and settlement financial

"These additional units are subject to the same conditions regarding vesting and settlement"

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 04:16 PM

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^*

Rapino Michael

(Last)

(First)

(Middle)

1221 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2026		A		83⁽¹⁾	A	$0.0000	34,301	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On May 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, May 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	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Sirius XM (SIRI) report for Michael Rapino?

Michael Rapino reported receiving 83 shares of Sirius XM common stock as a stock award. The shares came through additional restricted stock units granted in connection with a cash dividend and did not involve an open-market purchase or sale.

How many Sirius XM (SIRI) shares does Michael Rapino hold after this Form 4?

After the reported award, Michael Rapino holds 34,301 shares of Sirius XM common stock directly. This total reflects the addition of 83 shares received via dividend-related restricted stock units granted on May 27, 2026.

What dividend triggered Michael Rapino’s additional Sirius XM (SIRI) restricted stock units?

A cash dividend of $0.27 per share on Sirius XM’s outstanding common stock triggered the additional units. The dividend was payable to all holders of common stock of record on May 11, 2026, including holders of related restricted stock units.

Were Michael Rapino’s new Sirius XM (SIRI) shares bought on the market?

No, the 83 shares were not bought on the open market. They were granted at a price of $0.00 per share as additional restricted stock units issued under existing award terms following the company’s $0.27 per-share cash dividend.

What are the vesting terms of Michael Rapino’s new Sirius XM (SIRI) restricted stock units?

The additional restricted stock units received by Michael Rapino follow the same vesting and settlement conditions as the underlying restricted stock units. They do not introduce new terms but mirror the original award’s existing requirements and schedule.