Sirius XM Director Reports 28,345 RSUs From Aug 27 Dividend

Rhea-AI Filing Summary

David Zaslav, a director of Sirius XM Holdings Inc. (SIRI), reported a change in beneficial ownership tied to the company's August 27, 2025 dividend. Sirius XM paid a cash dividend of $0.27 per share to holders of record as of August 8, 2025. Under the terms of the agreements governing the filer's outstanding restricted stock units, the filer received additional restricted stock units as a result of that dividend. Those additional units carry the same vesting and settlement conditions as the underlying restricted stock units. The Form 4 shows the reported transaction date of 08/27/2025 and indicates an amount of 28,345 (reported in the non-derivative section), with an effective price of $0.0000, reflecting issuance of additional units rather than a cash purchase.

Positive

• Dividend-equivalent adjustment preserved economic value of existing restricted stock units
• Disclosure compliant with Section 16 reporting rules showing transaction date and amounts

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received additional RSUs tied to a company dividend; governance terms unchanged.

The Form 4 documents a routine issuance of additional restricted stock units to a director as an anti-dilution or dividend-equivalent adjustment following a cash dividend. This is a standard contractual mechanism to preserve the economic value of equity awards when dividends are paid in cash. The additional units remain subject to the original award's vesting and settlement terms, so there is no immediate change in voting control or liquid ownership. From a governance perspective, this is administrative and not a material shift in insider alignment or stake concentration.

Securities/Compliance Analyst

TL;DR: Filing records a non-purchase issuance of RSUs linked to the August 27 dividend; disclosure meets Section 16 requirements.

The filing appropriately discloses a transaction coded as acquisition (issuance) with a $0.00 price, consistent with dividend-equivalent RSU grants. The reporting person and relationship (Director) are clearly identified, and the record and payment dates for the dividend are stated. No exercise, sale, or cash purchase occurred; the filing appears procedural and aligned with Rule 16 reporting expectations. No material financial impact is evident from the disclosure alone.

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^*

Zaslav David

(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	28,345	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.

Remarks:

poazaslav.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 David Zaslav report on Form 4 for SIRI?

He reported additional restricted stock units issued to him as a result of Sirius XM's cash dividend paid August 27, 2025.

How much was the Sirius XM dividend that triggered the RSUs?

$0.27 per share was paid on August 27, 2025 to holders of record as of August 8, 2025.

How many units are shown in the Form 4 filing?

The filing shows an amount of 28,345 reported in the non-derivative section related to the issuance.

Did the reporting person purchase or sell shares in this transaction?

No cash purchase or sale occurred; the transaction reflects issuance of additional units at a reported price of $0.0000.

Are the additional units immediately vested and settled?

No; the additional restricted stock units are subject to the same vesting and settlement conditions as the underlying awards.