Dividend adds 2,203 RSUs to Sirius XM (SIRI) CLO stake

Rhea-AI Filing Summary

Sirius XM Holdings executive Eve Mothner, EVP, Chief Legal Officer & Secretary, reported acquiring 2,203 shares of common stock on a Form 4. These were granted at no cost as additional restricted stock units tied to a $0.27 cash dividend paid on February 27, 2026.

The new units are subject to the same vesting and settlement conditions as the underlying restricted stock units already held. Following this award-related acquisition, Mothner directly holds 171,216 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^*

Mothner Eve

(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, Chief Legal Officer & Sec

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		2,203(1)	A	$0.0000	171,216	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.
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FAQ

What insider transaction did SIRI’s Eve Mothner report on this Form 4?

Eve Mothner reported acquiring 2,203 shares of Sirius XM common stock through an award of additional restricted stock units. These units were granted at no cost and are linked to a cash dividend paid on existing restricted stock units.

Why did Eve Mothner receive 2,203 additional restricted stock units in SIRI?

She received 2,203 additional restricted stock units because Sirius XM paid a $0.27 per share cash dividend on February 27, 2026. Under her award agreement, the dividend generated extra units tied to her existing restricted stock units.

What are the vesting terms of the new SIRI restricted stock units for Eve Mothner?

The additional 2,203 restricted stock units are subject to the same vesting and settlement conditions as the underlying restricted stock units. This means they follow the existing schedule and requirements already governing her prior stock unit awards.

How many Sirius XM (SIRI) shares does Eve Mothner own after this transaction?

After this grant-related acquisition, Eve Mothner directly holds 171,216 shares of Sirius XM common stock. This total reflects the addition of 2,203 shares received as dividend-related restricted stock units awarded on February 27, 2026.

Did Eve Mothner buy SIRI shares on the open market in this Form 4?

No, she did not buy shares on the open market. The Form 4 shows an acquisition coded as a grant or award, reflecting additional restricted stock units issued due to a $0.27 per share cash dividend on outstanding common stock.

What dividend triggered the additional restricted stock units for SIRI’s Eve Mothner?

The additional units were triggered by a $0.27 per share cash dividend paid by Sirius XM on its outstanding common stock on February 27, 2026, to holders of record as of February 11, 2026, including her existing restricted stock units.