Dividend adds 104 shares to Sirius XM (SIRI) director Rapino stake

Rhea-AI Filing Summary

Sirius XM Holdings Inc. director Michael Rapino reported an acquisition of 104 shares of common stock on February 27, 2026, at a price of $0.00 per share. These additional restricted stock units arose from a $0.27 per share cash dividend paid on that date and follow the same vesting terms as his underlying awards. After this grant, Rapino directly owns 34,218 shares of Sirius XM 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

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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^*

Rapino Michael

(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)
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		104(1)	A	$0.0000	34,218	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).
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FAQ

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

Michael Rapino reported acquiring 104 shares of Sirius XM common stock at $0.00 per share. The shares reflect additional restricted stock units credited due to a cash dividend and are subject to the same vesting and settlement terms as his underlying restricted stock units.

Why did Michael Rapino receive additional Sirius XM (SIRI) restricted stock units?

Rapino received additional restricted stock units because Sirius XM paid a $0.27 per share cash dividend on its common stock. Under his restricted stock unit agreements, this dividend triggered the grant of extra units tied to his existing awards with identical vesting terms.

How many Sirius XM (SIRI) shares does Michael Rapino own after the reported grant?

Following the February 27, 2026 transaction, Michael Rapino directly owns 34,218 shares of Sirius XM common stock. This total includes the 104 additional dividend-related restricted stock units credited under the terms of his existing restricted stock unit agreements.

What dividend did Sirius XM (SIRI) pay that affected Michael Rapino’s holdings?

Sirius XM paid a cash dividend of $0.27 per share on its outstanding common stock on February 27, 2026. Because of this dividend, Rapino was credited with additional restricted stock units linked to his existing awards, with the same vesting and settlement conditions.

Was Michael Rapino’s Sirius XM (SIRI) Form 4 transaction a market purchase or sale?

The transaction was an acquisition coded as a grant or award, not a market buy or sale. Rapino did not pay cash for the 104 shares; they were credited as additional restricted stock units due to the company’s $0.27 per share cash dividend.