Sirius XM Director Granted 92 Dividend-Linked RSUs — Form 4 (SIRI)

Rhea-AI Filing Summary

Kristina Salen, a director of Sirius XM Holdings Inc. (SIRI), reported a non‑derivative acquisition on 08/27/2025 tied to the company's cash dividend. Sirius XM paid a $0.27 per‑share cash dividend payable to holders of record on August 8, 2025, and under the terms governing the reporting person's restricted stock units the filer received 92 additional restricted stock units (transaction code A) at a reported price of $0.0000. After the issuance the reporting person beneficially owned 21,814 shares; the additional units remain subject to the same vesting and settlement conditions as the underlying restricted stock units.

Positive

• Additional RSUs issued to the reporting person due to the $0.27 per-share dividend
• Transaction classified as an acquisition (A) with a reported price of $0.0000
• Post-transaction beneficial ownership disclosed as 21,814 shares

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine dividend-related issuance of additional RSUs to a director; no change to vesting terms.

This Form 4 documents a standard mechanical issuance of additional restricted stock units resulting from a company cash dividend. The disclosure shows the reporting person received 92 additional RSUs on 08/27/2025 at a reported price of $0.0000 and continues to hold 21,814 shares beneficially. There is no indication of acceleration of vesting, sale, or other atypical arrangements. For governance review, this is a routine compensation adjustment tied to shareholder dividends rather than new cash compensation or special awards.

Executive Compensation Analyst

TL;DR: Dividend reinvestment into RSUs increased holdings modestly; vesting terms unchanged.

The filing confirms Sirius XM's practice of issuing additional RSUs tied to cash dividends on outstanding restricted stock units. The 92-unit issuance reflects pro rata treatment and is reported as an acquisition (code A) with no cash paid by the filer. The statement that the additional units are subject to the same vesting and settlement provisions indicates no material change to the compensation vesting schedule or accelerated payout mechanics.

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

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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^*

Salen Kristina

(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	21,814	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:

poasalen.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 Kristina Salen report on Form 4 for SIRI?

The filer reported receipt of 92 additional restricted stock units on 08/27/2025 related to a company dividend.

Why were additional RSUs issued to the reporting person?

Sirius XM paid a $0.27 per-share cash dividend; under the RSU agreement the dividend produced additional restricted stock units.

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

The report shows 21,814 shares beneficially owned following the reported transaction.

Did the additional units change vesting or settlement terms?

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

What price was reported for the RSU issuance?

The transaction is reported with a price of $0.0000.