[Form 4] Sirius XM Holdings, Inc Insider Trading Activity

Rhea-AI Filing Summary

Insider receipt of additional restricted stock units at Sirius XM (SIRI) Jonas Procope, a director at Sirius XM Holdings Inc., reported a non-derivative acquisition tied to the company's August 27, 2025 dividend. The filing records an acquisition of 92 shares (treated as additional restricted stock units) with no cash price, and shows the reporting person's total direct beneficial ownership following the transaction as 27,966 shares.

The filing explains these additional units were granted because Sirius XM paid a cash dividend of $0.27 per share to holders of record on August 8, 2025. The additional restricted stock units carry the same vesting and settlement conditions as the underlying restricted stock units they relate to.

Positive

• Director's beneficial ownership increased to 27,966 shares following the dividend-related issuance of 92 additional restricted stock units

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine dividend-driven grant increased a director's RSU holdings; no change in vesting terms or cash consideration.

The Form 4 documents a standard corporate action where a cash dividend triggered issuance of additional restricted stock units to align economic entitlements of RSU holders with common shareholders. The grant of 92 units was non-cash and explicitly subject to existing vesting and settlement conditions, indicating no acceleration or change to compensation structure. For governance review, this is an expected administrative adjustment rather than a compensation policy change.

Securities Analyst

TL;DR: Small incremental increase in insider holdings (92 RSUs), raising direct beneficial ownership to 27,966 shares; immaterial to valuation.

From a market-impact perspective, the reported acquisition stems from a $0.27 per-share dividend and results in 92 additional restricted units recorded at $0.00 consideration. The transaction does not reflect a discretionary purchase, sale, or change in control and is unlikely to affect near-term share supply or investor perception. Disclosure is consistent with Section 16 reporting requirements.

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^*

Procope Jonelle

(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)
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		92(1)	A	$0.0000	27,966	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 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:

poaprocope.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.
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 transaction did the Form 4 for SIRI report?

The Form 4 reports the acquisition of 92 additional restricted stock units by director Jonelle Procope, recorded on 08/27/2025.

Why were the additional restricted stock units issued?

Sirius XM paid a cash dividend of $0.27 per share payable to holders of record on August 8, 2025, which under the RSU agreement triggered issuance of additional units.

Did the reporting person pay cash for these units?

No. The reported price is $0.0000, indicating the units were issued as a dividend adjustment rather than a cash purchase.

Do the additional units have different vesting terms?

No. The filing states the additional restricted stock units are subject to the same vesting and settlement conditions as the underlying RSUs.

What is the reporting person's total direct ownership after the transaction?

The filing shows 27,966 shares beneficially owned directly following the reported transaction.