Richard Baer credited 1,652 RSUs as dividend equivalents at Sirius XM (SIRI)

Rhea-AI Filing Summary

On August 27, 2025, Richard N. Baer, EVP, General Counsel & Secretary of Sirius XM Holdings Inc. (SIRI), received 1,652 additional restricted stock units (RSUs) at a $0.0000 price pursuant to the companys dividend-equivalent adjustment tied to a cash dividend. Sirius XM paid a cash dividend of $0.27 per share to holders of record on August 8, 2025, and the filers RSUs were credited with additional units that remain subject to the same vesting and settlement conditions as the underlying awards. After the transaction, Mr. Baer beneficially owned 142,247 shares (direct).

Insights

Corporate Governance Expert

TL;DR: Routine dividend-equivalent RSU credit; no sales or exercises reported, governance treatment appears standard.

The filing documents a customary adjustment of outstanding restricted stock units to reflect a paid cash dividend. The additional 1,652 RSUs were granted under the terms of existing awards and carry the same vesting and settlement terms, indicating no change in economic or control position beyond incremental dilution already contemplated by award agreements. This is a non-cash, non-disposal event and does not suggest a change in insider intent or liquidity actions.

Securities Analyst

TL;DR: Minor increase in insider beneficial ownership from dividend-equivalent RSUs; immaterial to valuation.

The transaction increases reported beneficial ownership to 142,247 shares following the crediting of 1,652 RSUs. The RSUs were issued at a reported price of $0.0000 as a non-cash dividend-equivalent adjustment tied to the $0.27 per share dividend. Because the units remain subject to existing vesting conditions and no cash or market sales occurred, the event is operationally routine and unlikely to have a material impact on share count or investor valuation in isolation.

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^*

BAER RICHARD N

(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, General Counsel & Sec.

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		1,652(1)	A	$0.0000	142,247	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.

	/s/ Richard N Baer	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 change in ownership did Richard N. Baer report on Form 4 for SIRI?

The filer reported receipt of 1,652 additional restricted stock units, increasing beneficial ownership to 142,247 shares after the adjustment.

Why were additional RSUs issued to the reporting person?

The additional units were issued as dividend-equivalent credits resulting from Sirius XMs cash dividend of $0.27 per share paid August 27, 2025, to holders of record on August 8, 2025.

Did the Form 4 report any sales or cash purchases by the insider?

No. The filing reports an acquisition (A) of RSUs credited as dividend equivalents and shows a price of $0.0000; there are no sales or cash purchases listed.

Are the newly credited RSUs immediately vested and settled?

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

When was the reported transaction dated on the Form 4?

The transaction date reported is 08/27/2025.