Sirius XM (SIRI) director awarded 104 dividend-linked RSUs

Rhea-AI Filing Summary

SIRIUS XM HOLDINGS INC. director Jonelle Procope reported an automatic acquisition of 104 shares of common stock in the form of additional restricted stock units. These units were granted on February 27, 2026 as dividend equivalents tied to Sirius XM’s cash dividend of $0.27 per share.

The dividend was paid to all common shareholders of record on February 11, 2026, and triggered extra restricted stock units for the filer under existing award terms. After this grant, Procope beneficially owns 28,168 shares of common stock, with the new units subject to the same vesting and settlement conditions as the underlying awards.

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^*

Procope Jonelle

(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)
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		104(1)	A	$0.0000	28,168	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.
* 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.
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FAQ

What did Sirius XM (SIRI) director Jonelle Procope report on this Form 4?

Jonelle Procope reported receiving 104 additional restricted stock units in Sirius XM common stock. These were granted automatically as dividend equivalents and increased her beneficial ownership to 28,168 shares while keeping the same vesting and settlement terms as her original awards.

Why did Jonelle Procope receive 104 additional restricted stock units in SIRI shares?

She received 104 additional restricted stock units because Sirius XM paid a cash dividend of $0.27 per share. Under her restricted stock unit agreement, that dividend triggered extra units as equivalents, mirroring what cash shareholders received, but in stock-based form instead of cash.

What dividend did Sirius XM (SIRI) pay that led to this Form 4 award?

Sirius XM paid a cash dividend of $0.27 per share on its outstanding common stock. The dividend was payable on February 27, 2026 to holders of record on February 11, 2026, and it caused the filer’s restricted stock units to accrue additional dividend-equivalent units.

How many Sirius XM (SIRI) shares does Jonelle Procope own after this transaction?

After receiving 104 additional restricted stock units, Jonelle Procope beneficially owns 28,168 shares of Sirius XM common stock. This total includes the new dividend-equivalent units, which remain subject to the same vesting and settlement conditions as her underlying restricted stock units.

Are the new Sirius XM (SIRI) restricted stock units immediately vested for Jonelle Procope?

No, the new restricted stock units are not immediately vested. The filing states that these dividend-equivalent units are subject to the same vesting and settlement conditions as the underlying restricted stock units, meaning they follow the existing award schedule and requirements.