Sirius (SIRI) CEO gets 134,609 performance-based RSUs grant

Rhea-AI Filing Summary

Sirius Holdings Inc. reported that CEO and director Jennifer C. Witz received 134,609 shares of common stock on February 5, 2026 at a price of $0.0000 per share. These shares represent a 2024 grant of performance-based restricted stock units, including related dividend equivalent units, that were earned upon meeting performance criteria.

The performance-based restricted stock units are scheduled to vest on December 31, 2026, subject to her continued employment with Sirius. Following this award, she beneficially owns 376,910 common shares directly and 1,333 common shares indirectly through a 401(k) plan.

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^*

Witz Jennifer C

(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
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		A		134,609(1)	A	$0.0000	376,910	D
Common Stock								1,333	I	By 401(k) Plan

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 shares of common stock underlying a 2024 grant of performance-based restricted stock units, including related dividend equivalent units, upon the satisfaction of the applicable performance criteria. Such performance-based restricted stock units shall vest on December 31, 2026, subject to the reporting person's continuing employment with Sirius XM.

	/s/Richard N. Baer, attorney-in-fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Sirius (SIRI) report for CEO Jennifer C. Witz?

Sirius reported that CEO Jennifer C. Witz received 134,609 shares of common stock on February 5, 2026 at a price of $0.0000 per share. The shares are tied to a 2024 performance-based restricted stock unit grant with associated dividend equivalent units.

How many Sirius (SIRI) shares does CEO Jennifer C. Witz own after this Form 4?

After the reported transaction, Jennifer C. Witz beneficially owns 376,910 Sirius common shares directly. She also holds 1,333 additional common shares indirectly through a 401(k) plan, as disclosed in the filing’s ownership table and related footnote.

What is the nature of the 134,609 Sirius (SIRI) shares granted to the CEO?

The 134,609 shares represent common stock underlying a 2024 grant of performance-based restricted stock units. The amount includes related dividend equivalent units that became earned once specified performance criteria were satisfied, according to the explanatory footnote in the disclosure.

When do the performance-based restricted stock units for Sirius (SIRI) CEO vest?

The performance-based restricted stock units associated with the 134,609 underlying shares are scheduled to vest on December 31, 2026. Vesting is conditioned on Jennifer C. Witz’s continued employment with Sirius through that date, as specified in the explanatory footnote.

Was there a purchase price for the 134,609 Sirius (SIRI) shares reported?

No cash purchase price was paid for this award; the filing lists a transaction price of $0.0000 per share. The shares stem from a performance-based restricted stock unit grant that delivered common stock once predetermined performance goals were achieved.

How is part of the Sirius (SIRI) CEO’s ownership held indirectly?

In addition to directly owned shares, the filing reports that 1,333 Sirius common shares are held indirectly for Jennifer C. Witz through a 401(k) plan. This indirect ownership is specifically identified in the table as “By 401(k) Plan.”