Sirius XM Form 4: Director awarded 98 dividend-linked RSUs

Rhea-AI Filing Summary

Sirius XM Holdings Inc. (SIRI) director reports dividend-related stock units

A director of Sirius XM Holdings Inc. filed a Form 4 reporting an automatic award of 98 additional restricted stock units on November 21, 2025. These units were granted under the terms of the director’s existing restricted stock unit agreement, triggered by a $0.27 per share cash dividend that Sirius XM paid on each outstanding share of its common stock to holders of record as of November 5, 2025. The new units are subject to the same vesting and settlement conditions as the original restricted stock units, and the director’s total beneficial ownership after this transaction is 34,114 shares, held directly.

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)
11/21/2025

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	11/21/2025		A		98(1)	A	$0.0000	34,114	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 November 21, 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, November 5, 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, attorney-in-fact	11/24/2025
	** 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 the Sirius XM (SIRI) director report on this Form 4?

The director reported receiving 98 additional restricted stock units on November 21, 2025, increasing direct beneficial ownership to 34,114 shares of common stock.

Why did the Sirius XM (SIRI) director receive 98 additional restricted stock units?

The director received 98 additional restricted stock units because Sirius XM paid a $0.27 per share cash dividend, and the director’s RSU agreement provides for additional units when such dividends are paid.

What dividend did Sirius XM (SIRI) pay that triggered the RSU adjustment?

On November 21, 2025, Sirius XM paid a $0.27 per share cash dividend on each share of its outstanding common stock to holders of record on November 5, 2025.

Do the new Sirius XM (SIRI) restricted stock units have different vesting terms?

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

Is the reporting person a director or officer of Sirius XM (SIRI)?

The reporting person is identified as a Director of Sirius XM Holdings Inc. and files the Form 4 as an individual reporting person.

Was there any purchase price for the 98 additional Sirius XM (SIRI) units?

No cash was paid by the director for these 98 units; they were reported with a price of $0.0000 as they resulted from the cash dividend adjustment.