Sirius XM (SIRI) COO reports 28,750-share tax withholding on RSU vesting

Rhea-AI Filing Summary

Sirius XM Holdings Inc. insider share transaction

An executive vice president and chief operating officer of Sirius XM Holdings Inc. (SIRI) reported a routine share transaction. On 12/16/2025, the officer surrendered 28,750 shares of common stock at a price of $21.54 per share. This surrender was made to the company to cover withholding taxes that became due when restricted stock units and related dividends vested.

After this tax-related transaction, the officer beneficially owned 113,676 shares of Sirius XM common stock directly. The filing indicates that this was a Form 4 submitted by one reporting person and reflects a standard administrative event tied to equity compensation, not an open-market sale.

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^*

Thorsen Wayne

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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	12/16/2025		F		28,750(1)	D	$21.54	113,676	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. Represents the surrender of common stock to the Company to cover withholding taxes upon the vesting of restricted stock units and related dividends.

	/s/Richard N. Baer, attorney-in-fact	12/16/2025
	** 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 insider transaction did Sirius XM (SIRI) report on this Form 4?

The executive vice president and chief operating officer of Sirius XM Holdings Inc. reported surrendering 28,750 shares of common stock on 12/16/2025.

Why were 28,750 Sirius XM (SIRI) shares surrendered by the executive?

The 28,750 shares of Sirius XM common stock were surrendered to the company to cover withholding taxes due upon the vesting of restricted stock units and related dividends.

At what price were the surrendered Sirius XM (SIRI) shares valued?

The surrendered 28,750 shares of Sirius XM common stock were valued at a price of $21.54 per share for the tax withholding transaction.

How many Sirius XM (SIRI) shares does the reporting person own after the transaction?

Following the tax-withholding surrender, the executive beneficially owned 113,676 shares of Sirius XM common stock, held in direct ownership.

What is the role of the reporting person at Sirius XM (SIRI)?

The reporting person is an officer of Sirius XM Holdings Inc., serving as EVP, Chief Operating Officer.

Was this Sirius XM (SIRI) insider transaction an open-market sale?

No. The filing explains that the 28,750 shares were surrendered to the company to cover withholding taxes tied to vested restricted stock units, rather than sold in the open market.