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John Malone (NASDAQ: SIRI) reports 5.5% Sirius XM stake and major call options

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Sirius XM Holdings Inc. investor John C. Malone reports beneficial ownership of 18,420,796 shares of common stock, representing about 5.5% of the company, based on 336,619,936 shares outstanding as of April 28, 2026.

His stake is held through a mix of revocable trusts, a limited liability company and another trust, some of which he disclaims beneficial ownership of. In April 2026 he donated 2,000,000 shares to an educational institution and disposed of more than 1.5 million shares in open-market transactions at a volume-weighted average price of $26.67 per share.

Malone and related entities have also written multiple over-the-counter European-style call options covering millions of Sirius XM shares, with strike prices generally in the mid‑$20s per share and expirations from August 2026 through July 2027, receiving multi‑million dollar aggregate option premiums.

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Insights

Malone reports a 5.5% Sirius XM stake, recent share disposals, and sizable covered call positions.

John C. Malone discloses beneficial ownership of 18,420,796 Sirius XM shares, or about 5.5% of the common stock as of April 28, 2026. The position is spread across revocable trusts, a limited liability company, and a separate trust where he retains substitution rights but disclaims beneficial ownership.

Recent activity includes a donation of 2,000,000 shares to an educational institution and several open-market dispositions on April 21, 2026 totaling over 1.5 million shares at a volume-weighted average price of $26.67 per share. These moves adjust his economic exposure while keeping him above the 5% reporting threshold.

Malone-linked entities have also written a series of over-the-counter European-style call options on Sirius XM, with strikes mostly between $23.45 and $30.35 per share and expirations from August 2026 to July 2027, generating multi-million-dollar option premiums. These calls can be settled in cash or shares at the writers’ election, so the eventual impact on share ownership will depend on future share prices and settlement choices.

Beneficial ownership 18,420,796 shares Sirius XM common stock held by John C. Malone
Ownership percentage 5.5% of common stock Based on 336,619,936 shares outstanding as of April 28, 2026
Shares outstanding 336,619,936 shares Sirius XM common stock outstanding as of April 28, 2026
Share donation 2,000,000 shares Donated by Malone to an educational institution on April 8, 2026
Open-market dispositions 808,480 + 301,562 + 481,562 shares Disposed on April 21, 2026 at VWAP $26.67 per share
First LLC call option block 1,000,000 shares @ $25.65 European-style calls expiring August 17, 2026; premium ≈ $1,916,700
JM Trust call option block 2,000,000 shares @ $23.45 European-style calls expiring March 5, 2027; premium ≈ $2,573,600
LM Trust call option block 1,045,714 shares @ $30.35 European-style calls expiring July 20, 2027; premium ≈ $2,413,400
beneficial ownership financial
"Mr. Malone beneficially owns 18,420,796 shares of Common Stock..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
revocable trust financial
"Includes 15,272,026 shares of Common Stock held in a revocable trust (the "JM Revocable Trust")..."
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
over-the-counter call options financial
"wrote a series of over-the-counter call options to a financial institution counterparty..."
European style financial
"The call options are European style and may be settled physically or in cash..."
volume weighted average disposition price financial
"The volume weighted average disposition price was $26.67 per share."
pecuniary interest financial
"Mr. Malone has no pecuniary interest in the Trust, but he retains the right to substitute assets..."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How many Sirius XM (SIRI) shares does John Malone report owning in this 13D/A?

John C. Malone reports beneficial ownership of 18,420,796 Sirius XM common shares, representing about 5.5% of the company’s outstanding stock. The holdings are spread across revocable trusts, a limited liability company, and another trust where he retains substitution rights but disclaims beneficial ownership.

What percentage of Sirius XM (SIRI) does John Malone’s 18,420,796 shares represent?

Malone’s 18,420,796 Sirius XM shares represent approximately 5.5% of the company’s common stock. This percentage is calculated using 336,619,936 shares outstanding as of April 28, 2026, as disclosed in Sirius XM’s Form 10-Q filed with the SEC on April 30, 2026.

What recent Sirius XM (SIRI) share transactions did John Malone disclose?

Malone disclosed that on April 8, 2026 he donated 2,000,000 Sirius XM shares to an educational institution. On April 21, 2026 a trust where he is sole trustee disposed of 808,480, 301,562 and 481,562 shares in open-market trades at a volume-weighted average price of $26.67 per share.

How is John Malone’s Sirius XM (SIRI) ownership structured across trusts and entities?

His 18,420,796 Sirius XM shares include 1,045,714 in the LM Revocable Trust, 15,272,026 in the JM Revocable Trust, 2,000,000 via a limited liability company, and 103,056 in another trust. He disclaims beneficial ownership of the LM Revocable Trust and the separate trust holdings, despite certain retained rights.

Can John Malone’s written Sirius XM (SIRI) call options be settled in cash instead of shares?

Yes. The disclosed over-the-counter call options are European style and may be settled either physically in Sirius XM shares or in cash. The settlement method is at the election of the writing entities, such as the LLC, JM Revocable Trust, or LM Revocable Trust, as specified for each option series.





829933100

(CUSIP Number)
Steven Miller
c/o Liberty Media Corporation, 12300 Liberty Boulevard
Englewood, CO, 80112
303-324-3828

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/21/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7, 9, and 11: Includes 1,045,714 shares of the common stock, par value $0.001 per share ("Common Stock"), of Sirius XM Holdings Inc. ( the "Issuer"), held in a revocable trust (the "LM Revocable Trust") with respect to which John C. Malone ("Mr. Malone") and Mr. Malone's wife, Mrs. Leslie Malone ("Mrs. Malone"), are trustees. Mrs. Malone has the right to revoke the LM Revocable Trust at any time. Mr. Malone disclaims beneficial ownership of the shares held by the LM Revocable Trust. Note to Rows 7, 9, and 11: Includes 15,272,026 shares of Common Stock held in a revocable trust (the "JM Revocable Trust") with respect to which Mr. Malone is trustee. Mr. Malone has the right to revoke the JM Revocable Trust at any time. Note to Rows 7, 9, and 11: Includes 2,000,000 shares of Common Stock held by a limited liability company of which Mr. Malone is a member and which Mr. Malone has the sole power to direct the voting with respect to such shares. Note to Rows 8, 10, and 11: Includes 103,056 shares of Common Stock held by a trust (the "Trust"), which is managed by an independent trustee and one of Mr. Malone's adult children, and of which the beneficiary is one of Mr. Malone's adult children. Mr. Malone has no pecuniary interest in the Trust, but he retains the right to substitute assets held by the Trust. Mr. Malone disclaims beneficial ownership of the shares held by the Trust. Note to Row 13: Calculated based upon the 336,619,936 shares of Common Stock outstanding as of April 28, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 30, 2026.


SCHEDULE 13D


John C. Malone
Signature:/s/ John C. Malone
Name/Title:John C. Malone
Date:06/10/2026