Sirius XM insider filing: 92 RSUs added to Rapino holding; total 34,016

Rhea-AI Filing Summary

Michael Rapino, a director of Sirius XM Holdings Inc. (SIRI), received 92 additional restricted stock units (RSUs) on August 27, 2025 as a result of the company's $0.27 per share cash dividend paid to shareholders of record on August 8, 2025. The additional units were issued under the terms of the existing RSU agreement and carry the same vesting and settlement conditions as the underlying awards. After the issuance, the filing reports 34,016 shares beneficially owned by the reporting person. The reported issuance was recorded at a price of $0.0000, reflecting that these are dividend-paid supplemental RSUs rather than a purchased equity stake.

Positive

• Additional RSUs issued as a dividend benefit preserve executive alignment with shareholders
• Beneficial ownership reported at 34,016 shares, providing transparency into insider holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received dividend-paid RSUs (92 units), increasing beneficial ownership to 34,016 shares; routine, non-cash issuance.

This Form 4 documents a common corporate practice where cash dividends trigger issuance of supplemental RSUs to holders of restricted stock units. The transaction is non-cash (price reported as $0.0000) and preserves the original vesting and settlement terms, so it does not immediately change voting power or liquidity. From an investor perspective, this is a routine equity compensation adjustment tied to a shareholder dividend and does not represent a purchased position or a change in intent by a director.

Corporate Governance Expert

TL;DR: Issuance aligns with RSU plan mechanics; no governance signal of insider buying or disposal.

The filing shows compliance with award agreements: the additional RSUs are granted pursuant to plan terms triggered by a cash dividend and remain subject to existing vesting and settlement conditions. There is no exercise, sale, or purchase reported, and the transaction was executed by an attorney-in-fact on behalf of the reporting person. This is a routine administrative adjustment and does not indicate a change in the director's governance stance or immediate economic diversification.

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
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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)
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	34,016	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:

powrapino.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 Michael Rapino report on the Form 4 for SIRI?

The Form 4 reports that Michael Rapino received 92 additional restricted stock units due to Sirius XM's cash dividend and now beneficially owns 34,016 shares.

Why were additional RSUs issued to the reporting person?

Per the RSU agreement, the company issued supplemental RSUs to holders of restricted stock units when Sirius XM paid a $0.27 per share cash dividend to shareholders.

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

No. The transaction code is A for acquisition of RSUs paid as a dividend and the price is reported as $0.0000, indicating a non-cash issuance.

Do the additional RSUs change vesting or settlement terms?

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

What record date determined who received the dividend-related RSUs?

The cash dividend was payable to holders of record on August 8, 2025, triggering the issuance of the additional RSUs on August 27, 2025.