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

Rhea-AI Filing Summary

Barry Thomas D, Executive Vice President and Chief Financial Officer of Sirius XM Holdings Inc. (SIRI), reported a Form 4 disclosing changes in his beneficial ownership on 08/27/2025. Sirius XM paid a cash dividend of $0.27 per share with record date 08/08/2025, and under the governing restricted stock unit agreements the filer received 1,488 additional restricted stock units as a dividend equivalent. The report shows a price of $0.0000 for those units and states the additional units carry the same vesting and settlement conditions as the underlying RSUs. Following the transaction the filer beneficially owns 161,980 shares directly and 1,625 shares indirectly through a 401(k) plan.

Insights

Corporate Governance Expert

TL;DR: Dividend produced dividend-equivalent RSUs for the CFO; ownership changed modestly and no sale or exercise occurred.

The filing documents a routine dividend-equivalent issuance tied to existing restricted stock units, not a market purchase or sale. The additional 1,488 RSUs are subject to the same vesting and settlement terms as the underlying grants, which implies no immediate unlock of economic value absent vesting. The direct holding of 161,980 shares and indirect 1,625 shares via a 401(k) remain intact. From a governance perspective this is a standard compensation mechanics disclosure with limited incremental investor impact.

Executive Compensation Analyst

TL;DR: This is a routine dividend-equivalent issuance to RSU holders; it marginally increases share-based holdings with no cash proceeds to the filer.

The report confirms Sirius XM paid a $0.27 per-share cash dividend and that restricted stock unit agreements provide dividend-equivalent units. The issuance of 1,488 units at $0.0000 price indicates these are non-purchased, non-cash accruals for compensation purposes. Because vesting conditions remain unchanged, the incremental units do not alter near-term dilution expectations beyond scheduled equity compensation.

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^*

BARRY THOMAS D

(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 and CFO

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		1,488(1)	A	$0.0000	161,980	D
Common Stock								1,625	I	By 401(k) Plan

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:

poabarry.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.
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