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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.
Sirius Holdings Inc. outlines its 2025 performance, strategy and key risks as a major North American audio entertainment company spanning satellite radio, Pandora streaming, podcasts and ad tech.
The company reports about 32.9 million U.S. subscribers to its satellite service and roughly 41.1 million Pandora monthly active users, including 5.6 million Pandora subscribers, reaching an estimated 170 million monthly listeners overall. It highlights an updated strategic plan focused on core subscriptions, advertising, efficiency, free cash flow and shareholder returns, and notes recent recognition as a Fortune 500 company.
The report explains the 2024 Liberty Media split-off and merger that created the current holding-company structure, significant satellite and spectrum assets, and growing in-vehicle 360L penetration. It also emphasizes extensive competition from streaming platforms, changing consumer behavior, subscriber declines at both Sirius and ad-supported Pandora, substantial indebtedness, regulatory and copyright complexities, cybersecurity and data-privacy risks, and human capital priorities across a workforce of 5,119 employees.
Sirius Holdings Inc. has reported its financial and operating results for the three and twelve months ended December 31, 2025 through a press release furnished as Exhibit 99.1. The press release contains the detailed numbers and discussion of the company’s performance for that period.
The company will also post a reconciliation of the audited consolidated financial statements of Sirius Holdings Inc. and its subsidiary, Sirius Radio LLC, on its investor website. This reconciliation will show variances between the consolidated balance sheets and statements of operations for the two entities as of December 31, 2025, in order to meet reporting obligations under Sirius Radio LLC’s outstanding note indentures.
The information, including Exhibit 99.1, is being furnished under Items 2.02 and 7.01 and is explicitly not deemed “filed” under the Exchange Act, limiting how it is incorporated into other securities law filings.
Sirius Holdings Inc. announced a leadership transition in its top legal role. Executive Vice President, General Counsel and Secretary Richard N. Baer plans to retire in March and will remain in his current role until February 8, 2026, then part‑time through March 6, 2026 to support the handover.
The company’s subsidiary Sirius Radio LLC signed an Employment Agreement with Eve Konstan to become Executive Vice President, Chief Legal Officer and Secretary starting February 9, 2026. Her initial term runs through February 8, 2029, with automatic one‑year renewals absent nonrenewal notice.
The agreement provides a $1,000,000 annual base salary and a target annual bonus equal to 150% of base salary, plus severance protections upon certain qualifying terminations, including a lump sum equal to base salary plus at least her target bonus and continued health and life insurance benefits for specified periods.
Konstan will receive time‑based RSU awards with grant values of $1,500,000 and $2,000,000, as well as performance‑based RSUs valued at $1,500,000 tied to a three‑year cumulative free cash flow target and a relative total shareholder return metric against the S&P 1500 Media & Entertainment Index. Equity awards may accelerate if the company elects not to renew her agreement, and she will be eligible for additional equity awards from 2027 onward subject to Compensation Committee approval.
SIRIUS XM HOLDINGS INC. director Dave Stephenson filed an amended Form 3 to correct his reported holdings. The amendment adds 436 shares of common stock that were unintentionally left out of his original Form 3 filed on September 18, 2025. These shares are held in a managed account over which he does not have investment discretion. The update also adjusts the number of shares reported as beneficially owned on any of his subsequently filed Forms 4 through the amendment date.
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.
Sirius XM Holdings Inc. (SIRI) reported a Form 4 transaction for a director who received 98 additional restricted stock units on November 21, 2025. These units were granted at a price of $0.0000 per share under the existing restricted stock unit agreement and are subject to the same vesting and settlement conditions as the original awards. Following this adjustment, the reporting person beneficially owns 20,067 shares of common stock directly. The additional units were triggered by a $0.27 per-share cash dividend paid on Sirius XM common stock on November 21, 2025 to holders of record as of November 5, 2025.
Sirius XM Holdings Inc. (SIRI) director reports dividend-related stock units
A director of Sirius XM Holdings Inc. filed a Form 4 reporting an automatic award of 98 additional restricted stock units on November 21, 2025. These units were granted under the terms of the director’s existing restricted stock unit agreement, triggered by a $0.27 per share cash dividend that Sirius XM paid on each outstanding share of its common stock to holders of record as of November 5, 2025. The new units are subject to the same vesting and settlement conditions as the original restricted stock units, and the director’s total beneficial ownership after this transaction is 34,114 shares, held directly.
Sirius XM Holdings Inc. (SIRI) director reports dividend-related stock grant. On November 21, 2025, the reporting person acquired 98 shares of common stock at a price of $0.00 per share, bringing their beneficial ownership to 28,443 shares held directly. Sirius XM paid a $0.27 cash dividend per share on its outstanding common stock to holders of record as of November 5, 2025. Under the agreement governing the filer’s outstanding restricted stock units, this dividend resulted in additional units that carry the same vesting and settlement conditions as the underlying awards.
Sirius XM Holdings Inc. (SIRI) director Form 4 filing reports a small equity increase tied to a cash dividend. On November 21, 2025, the reporting director acquired 98 shares of Sirius XM common stock at a price of $0.0000, bringing the director’s beneficial ownership to 28,064 shares held directly.
The change stems from a company-wide cash dividend of $0.27 per share paid on November 21, 2025 to all holders of common stock of record on November 5, 2025. Under the agreement governing the director’s restricted stock units, this dividend triggered the issuance of additional restricted stock units, which convert into the 98 reported shares. These additional units carry the same vesting and settlement conditions as the original restricted stock units.