Sirius XM Director Reports 92 Dividend-Equivalent RSUs on Form 4

Rhea-AI Filing Summary

Reporting person: Eddy W. Hartenstein, a director of Sirius XM Holdings Inc. (SIRI), reported a non‑derivative acquisition on 08/27/2025 related to restricted stock units.

The filing states Sirius XM paid a $0.27 cash dividend per share (record date August 8, 2025) and, under the governing agreement for the filer’s restricted stock units (RSUs), the filer received 92 additional RSUs as a dividend equivalent. These additional units remain subject to the same vesting and settlement conditions as the underlying RSUs. After the reported transaction the filer beneficially owned 14,596 shares directly and 22,236 shares indirectly through a trust.

Insights

Financial Analyst

TL;DR: Small dividend-equivalent issuance added 92 RSUs; ownership update is routine and not materially dilutive.

The Form 4 discloses a dividend-equivalent grant of 92 restricted stock units to a director triggered by the company’s $0.27 per-share cash dividend. The units carry the same vesting and settlement terms as the original awards, indicating no change in economic or timing terms. Ownership totals (14,596 direct; 22,236 indirect) provide transparency on insider holdings but do not represent a material change in control or large issuance relative to company equity.

Corporate Governance Expert

TL;DR: Transaction reflects standard plan mechanics; disclosure aligns with Section 16 requirements and shows no governance concern.

The filing documents an automatic grant of additional RSUs per plan terms following a cash dividend. The report was filed by one reporting person and signed by an attorney-in-fact, demonstrating procedural compliance. There is no indication of accelerated vesting, change in grant conditions, or related-party transaction beyond standard dividend-equivalent treatment.

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^*

HARTENSTEIN EDDY W

(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)
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		92(1)	A	$0.0000	14,596	D
Common Stock								22,236	I	By Trust

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:

poaharten.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.
* 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 Eddy W. Hartenstein report on Form 4 for SIRI?

The filing reports receipt of 92 additional restricted stock units on 08/27/2025 as dividend equivalents from a $0.27 per-share cash dividend.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction the filer beneficially owned 14,596 shares directly and 22,236 shares indirectly through a trust.

Why were additional RSUs issued to the reporting person?

Per the restricted stock unit agreement, the filer received additional RSUs as a result of Sirius XM’s cash dividend of $0.27 per share payable to holders of record on August 8, 2025.

Was there any cash purchase or sale price reported for the RSUs?

No cash price was paid for the additional RSUs; the Form 4 shows a transaction code for acquisition with a $0.0000 price associated with the dividend-equivalent units.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed on behalf of the reporting person by Richard N. Baer, attorney-in-fact on 08/27/2025.