[Form 4] SIRIUS XM HOLDINGS INC. Insider Trading Activity

Rhea-AI Filing Summary

Dave Stephenson, a director of Sirius XM Holdings Inc. (SIRI), was reported to have been issued 5,274 restricted stock units on 09/18/2025. The Form 4 records an acquisition (code A) of 5,274 shares at a reported price of $0.0000, reflecting grant of restricted stock units rather than an open-market purchase. The filing notes these restricted stock units will vest on May 29, 2026. The Form is filed individually by the reporting person and was signed by an attorney-in-fact on 09/19/2025.

Positive

• Director alignment: The grant of 5,274 restricted stock units aligns the director's interests with long-term shareholder value through vesting.
• Timely reporting: The Form 4 was signed and filed promptly (transaction 09/18/2025; signature 09/19/2025), meeting disclosure expectations.

Negative

• Immaterial size: The grant of 5,274 RSUs appears small relative to a large public company and is unlikely to materially affect valuation or control.

Insights

Corporate Governance Expert

TL;DR: Director received a small RSU grant that aligns his interests with shareholders but appears immaterial to valuation.

The reported issuance of 5,274 restricted stock units to a sitting director is a routine compensation event that ties the director's incentives to long-term equity performance because vesting occurs in May 2026. The grant size is modest relative to a large-cap public company and is recorded at $0.0000 consistent with standard equity compensation reporting for non-cash awards. This type of disclosure is customary and does not indicate any extraordinary governance action or change in control.

Securities/Compliance Analyst

TL;DR: Form 4 timely reports a director's RSU grant; disclosure meets Section 16 reporting obligations.

The Form 4 shows the transaction date of 09/18/2025 with filing executed on 09/19/2025 by an attorney-in-fact, demonstrating prompt reporting. The entry uses transaction code A for acquisition and specifies vesting on 05/29/2026. No derivative holdings or other transactions are reported. From a compliance perspective, the filing appears complete for the single non-derivative grant disclosed.

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

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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).

1. Name and Address of Reporting Person^*

Stephenson Dave

(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)
09/18/2025

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	09/18/2025		A		5,274(1)	A	$0.0000	5,274	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. Restricted stock units will vest on May 29, 2026.

	/s/Richard N. Baer, attorney-in-fact	09/19/2025
	** 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 SIRI director Dave Stephenson acquire on 09/18/2025?

The Form 4 reports an acquisition of 5,274 restricted stock units issued to Dave Stephenson on 09/18/2025.

When do the restricted stock units issued to Dave Stephenson vest?

The filing states the restricted stock units will vest on May 29, 2026.

Was there any cash price paid for the shares in this Form 4 for SIRI?

The reported price is $0.0000, consistent with an equity grant (RSUs) rather than a cash purchase.

Who filed the Form 4 for Dave Stephenson and when was it signed?

The Form 4 was signed by Richard N. Baer, attorney-in-fact on 09/19/2025.

Does this Form 4 report any derivative transactions for SIRI?

No. Table II (derivative securities) shows no derivative transactions reported in this filing.