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| LEI | 54930055RWDMVXAGZK98 |
| CIK | 908937 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sirius XM Holdings Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| August 21, 2025 |
AMENDMENT NO. 11 TO CREDIT AGREEMENT AND INCREMENTAL REVOLVING COMMITMENT ACTIVATION NOTICE Exhibit 10.1 Execution Version AMENDMENT NO. 11 TO CREDIT AGREEMENT AND INCREMENTAL REVOLVING COMMITMENT ACTIVATION NOTICE AMENDMENT NO. 11 TO CREDIT AGREEMENT AND INCREMENTAL REVOLVING COMMITMENT ACTIVATION NOTICE, dated as of August 20, 2025 (this “Amendment”), to the Credit Agreement, dated as of December 5, 2012 (as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated |
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| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 (August 20, 2025) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 93-4680139 (State or Other Jurisdiction of Incorporatio |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 93-4680139 (State or other Jurisdiction of Incorporation) (Commission F |
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| July 31, 2025 |
SiriusXM Reports Second Quarter 2025 Operating and Financial Results Exhibit 99.1 SiriusXM Reports Second Quarter 2025 Operating and Financial Results •Second Quarter 2025 Revenue of $2.14 Billion •Net Income of $205 Million; Diluted EPS of $0.57 •Adjusted EBITDA of $668 Million1 •Free Cash Flow of $402 Million1 •SiriusXM Reaffirms 2025 Revenue, Adjusted EBITDA and Free Cash Flow Guidance NEW YORK – July 31, 2025 – SiriusXM today announced its second quarter 2025 o |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 Sirius XM Holdings Inc |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 93-4680139 (State or other Jurisdiction of Incorporation) (Commission |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 (May 28, 2025) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 93-4680139 (State or other Jurisdiction of Incorporation) |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 (May 1, 2025) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 93-4680139 (State or other Jurisdiction of Incorporation) ( |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 Sirius XM Holdings In |
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| May 1, 2025 |
SiriusXM Reports First Quarter 2025 Operating and Financial Results Exhibit 99.1 SiriusXM Reports First Quarter 2025 Operating and Financial Results •First Quarter 2025 Revenue of $2.07 Billion •Net Income of $204 Million •Adjusted EBITDA of $629 Million1 •Free Cash Flow of $56 Million1 •SiriusXM Reaffirms 2025 Revenue, Adjusted EBITDA and Free Cash Flow Guidance NEW YORK – May 1, 2025 – SiriusXM today announced first quarter 2025 operating and financial results, |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 14, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 20, 2025 |
Exhibit 99.1 Sirius XM Announces Appointment of Anjali Sud to Board of Directors Vice Chairman James E. Meyer to Step Down from Board NEW YORK, March 20, 2025 – Sirius XM Holdings Inc. (NASDAQ: SIRI) today announced the appointment of a new independent director, Anjali Sud, to the company’s Board of Directors. Sud is an accomplished executive at the intersection of media, technology, and entertain |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 (March 17, 2025) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 93-4680139 (State or Jurisdiction of Incorporation) (Comm |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 (February 17, 2025) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 93-4680139 (State or Jurisdiction of Incorporation) |
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| February 18, 2025 |
Employment Agreement, dated as of February 17, 2025, between Sirius XM Radio LLC and Richard N. Baer Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 17, 2025 is between SIRIUS XM RADIO LLC, a Delaware limited liability company (the “Company”), and RICHARD N. BAER (the “Executive”). WHEREAS, the Company and the Executive jointly desire to enter into this Agreement to reflect the terms and conditions of the Executive’s employment with the Company |
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| February 18, 2025 |
SiriusXM Appoints Richard N. Baer as Executive Vice President, General Counsel and Secretary Exhibit 99.1 FOR IMMEDIATE RELEASE SiriusXM Appoints Richard N. Baer as Executive Vice President, General Counsel and Secretary NEW YORK – Feb. 18, 2025 – Sirius XM Holdings Inc. (NASDAQ: SIRI) today announced the appointment of Richard N. Baer as Executive Vice President, General Counsel and Secretary, effective March 3, 2025. Baer succeeds Patrick Donnelly who, as previously announced, is retiri |
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| January 30, 2025 |
Securities Trading Policy (filed herewith). Exhibit 19.1 Securities Trading Policy Compliance with United States Securities Laws and Security Trading: Securities Trading Policy General Sirius XM Holdings Inc. and its subsidiaries (collectively, “SiriusXM” or the “Corporation”), their directors, officers, employees, contractors and consultants (collectively, “SiriusXM Personnel”), and “immediate family members” of SiriusXM Personnel (togethe |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 (January 30, 2025) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 93-4680139 (State or other Jurisdiction of Incorp |
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| January 30, 2025 |
SiriusXM Reports Fourth Quarter and Full-Year 2024 Operating and Financial Results Exhibit 99.1 SiriusXM Reports Fourth Quarter and Full-Year 2024 Operating and Financial Results •2024 Full-Year Revenue of $8.70 Billion •Full-Year Net Loss of $2.08 Billion, Reflecting Third-Quarter Non-Cash Charge •Full-Year Adjusted EBITDA of $2.73 Billion •Full-Year Free Cash Flow of $1.02 Billion •SiriusXM Reaffirms 2025 Revenue, Adjusted EBITDA and Free Cash Flow Guidance NEW YORK – January |
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| January 30, 2025 |
List of Subsidiaries (filed herewith). Exhibit 21.1 SIRIUS XM HOLDINGS INC. SUBSIDIARIES Sirius XM Inc. Sirius XM Radio LLC. Automatic Labs Inc. Satellite CD Radio LLC Sirius XM Connected Vehicle Services Inc. Sirius XM Connected Vehicle Services Holdings Inc. SXM CVS Canada Inc. XM 1500 Eckington LLC XM Emall Inc. XM Investment LLC XM Radio LLC Pandora Media, LLC AdsWizz Inc. Stitcher Media LLC Audios Ventures Inc. (dba Simplecast) As |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS INC. (E |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2025 (January 2, 2025) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 93-4680139 (State or Jurisdiction of Incorporation) (Co |
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| January 3, 2025 |
Exhibit 10.1 TRANSITION LETTER TO EMPLOYMENT AGREEMENT This Transition Letter (this “Letter”) amends and supplements certain provisions set forth in the Employment Agreement by and between SIRIUS XM RADIO LLC, a Delaware limited liability company (the successor to Sirius XM Radio Inc., the “Company”), and PATRICK L. DONNELLY (the “Executive”), dated as of November 21, 2022 (the “Employment Agreeme |
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| December 10, 2024 |
Employment Agreement, dated as of December 5, 2024, between Sirius XM Radio LLC and Wayne D. Thorsen Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 5, 2024 is between SIRIUS XM RADIO LLC, a Delaware limited liability company (the “Company”), and WAYNE D. THORSEN (the “Executive”). WHEREAS, the Company and the Executive jointly desire to enter into this Agreement to reflect the terms and conditions of the Executive’s employment with the Company |
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| December 10, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE SiriusXM Provides Update on Strategic Direction, Sharpening Focus on Core Audience Provides 2025 Revenue, Adjusted EBITDA and Free Cash Flow Guidance as well as 2027 Free Cash Flow Target Announces Additional $200 Million of Annualized Savings Exiting 2025 NEW YORK, NY – December 10, 2024 – Sirius XM Holdings Inc. (NASDAQ: SIRI) today shared an updated strategic |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 (December 5, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 93-4680139 (State or Jurisdiction of Incorporation) |
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| December 10, 2024 |
Exhibit 99.2 FOR IMMEDIATE RELEASE SiriusXM Appoints Wayne D. Thorsen Executive Vice President and Chief Operating Officer As the Company Sharpens Its Focus on Its Core Business, Thorsen Will Play a Critical Role in Aligning Technology, Commercial, and Strategy NEW YORK, NY – December 10, 2024 – Sirius XM Holdings Inc. (NASDAQ: SIRI) today announced that it has appointed Wayne D. Thorsen, former E |
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| October 31, 2024 |
SiriusXM Reports Third Quarter 2024 Operating and Financial Results Exhibit 99.1 SiriusXM Reports Third Quarter 2024 Operating and Financial Results •Total Revenue of $2.17 Billion •Net Loss of $2.96 Billion, the Product of Non-Cash Impairment Charge Associated with Liberty Media Transaction •Adjusted EBITDA of $693 Million, a 32% Margin •Free Cash Flow of $93 Million, Impacted by Transaction-Related Expenses •SiriusXM Self-Pay Net Subscriber Additions of 14,000 i |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 (October 31, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 93-4680139 (State or other Jurisdiction of Incorp |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 333-276758 Sirius XM Holdin |
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| September 19, 2024 |
SIRI / Sirius XM Holdings Inc. / BUFFETT WARREN E - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| September 17, 2024 |
©2024 Sirius XM Holdings Inc. INVESTOR PRESENTATION SEPTEMBER 2024 Exhibit 99.1 ©2024 Sirius XM Holdings Inc. INVESTOR PRESENTATION SEPTEMBER 2024 2 ©2024 Sirius XM Holdings Inc. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This presentation contains "forward - looking statements" within the meaning of the Private Securities Litigation Reform Act of 19 95. Such statements include, but are not limited to, statements about future financial and operating res |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 (September 17, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 93-4680139 (State or Jurisdiction of Incorporatio |
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| September 16, 2024 |
As filed with the Securities and Exchange Commission on September 16, 2024 Registration No. |
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| September 16, 2024 |
As filed with the Securities and Exchange Commission on September 16, 2024 Registration No. |
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| September 16, 2024 |
As filed with the Securities and Exchange Commission on September 16, 2024 Registration No. |
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| September 16, 2024 |
Calculation of Filing Fee Tables S-8 SIRIUS XM HOLDINGS INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock Other 3,420,513 $ 25.16 $ 86,060,107.08 0.0001476 $ 12,702.47 Total Offering Amounts: $ 86,060,1 |
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| September 16, 2024 |
As filed with the Securities and Exchange Commission on September 16, 2024 Registration No. |
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| September 12, 2024 |
Calculation of Filing Fee Tables S-8 SIRIUS XM HOLDINGS INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock Other 35,000,000 $ 26.27 $ 919,450,000.00 0.0001476 $ 135,710.82 2 Debt Deferred Compensation Ob |
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| September 12, 2024 |
As filed with the Securities and Exchange Commission on September 12, 2024 Registration No. |
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| September 11, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| September 11, 2024 |
SIRI / Sirius XM Holdings Inc. / Liberty Media Corp - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| September 10, 2024 |
Exhibit 4.4 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2024, between Liberty Media Corporation, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). W I T N E |
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| September 10, 2024 |
Press Release, dated September 9, 2024 Exhibit 99.1 September 9, 2024 Liberty Media and Sirius XM Announce Completion of Split-Off and Merger ENGLEWOOD, Colo. and NEW YORK, NY —(BUSINESS WIRE)—Liberty Media Corporation (“Liberty Media”) (Nasdaq: FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings Inc. (Nasdaq: SIRI) announced that they completed the split-off (the “Split-Off”) of Liberty Sirius XM Holdings Inc. (“New Sirius”) today at 4 |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34295 SIRIUS XM HOLDINGS INC. 1 (Exact name of registrant as specified i |
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| September 10, 2024 |
Exhibit 4.2 Execution Version LIBERTY MEDIA CORPORATION, as Original Issuer LIBERTY SIRIUS XM HOLDINGS INC., as Successor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee First Supplemental Indenture Dated as of September 9, 2024 3.75% Convertible Senior Notes due 2028 FIRST SUPPLEMENTAL INDENTURE, dated as of September 9, 2024 (this “First Supplemental Indenture”), among Liberty Medi |
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| September 10, 2024 |
Exhibit 10.2 TAX SHARING AGREEMENT BETWEEN LIBERTY MEDIA CORPORATION AND LIBERTY SIRIUS XM HOLDINGS INC. TABLE OF CONTENTS Page Section 1. Definition of Terms 1 Section 2. Allocation of Tax Liabilities, Tax Benefits and Certain Losses 16 2.1 Liability for and the Payment of Taxes 16 2.2 Allocation Rules 17 Section 3. Preparation and Filing of Tax Returns 21 3.1 Combined Returns 21 3.2 Separate Ret |
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| September 10, 2024 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIBERTY SIRIUS XM HOLDINGS INC. Liberty Sirius XM Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that: 1. The name of the corporation is Liberty Sirius XM Holdings Inc. The original Certificate of Incorporation of the Corporation was filed w |
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| September 10, 2024 |
Form of Indemnification Agreement Exhibit 10.1 EXECUTION VERSION INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of [ ], 2024 (this “Agreement”) and is between Sirius XM Holdings Inc., a Delaware corporation (the “Company”), and the undersigned [director/officer] of the Company (the “Indemnitee”). Background The parties by this Agreement desire to set forth their agreement regarding indemnification and the adv |
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| September 10, 2024 |
Exhibit 4.1 Execution Version LIBERTY MEDIA CORPORATION as Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 10, 2023 3.75% Convertible Senior Notes due 2028 TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 SECTION 1.01 Definitions 1 Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 17 SECTION 2.01 Designation and Amount 17 SECT |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K12B CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 (September 9, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 93-4680139 (State or Other Jurisdiction of Incor |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 (September 9, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 93-4680139 (State or Other Jurisdiction of Incorpo |
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| September 10, 2024 |
Exhibit 4.3 Execution Version LIBERTY MEDIA CORPORATION as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of November 26, 2019 2.75% Exchangeable Senior Debentures due 2049 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions 1 Article II ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURES 16 Section 2.01 Designation and Amount 16 Sect |
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| September 10, 2024 |
Exhibit 99.1 SiriusXM Kicks off New Phase as an Independent Public Company With Simplified Capital Structure and a Clear Path Forward, North America’s Leading Audio Entertainment Company is Well-Positioned to Continue its Transformation SiriusXM Updates Free Cash Flow Guidance to Reflect the Impact of the Closing of the Liberty Media Transaction Company Confirms Quarterly Dividend and Announces $1 |
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| September 10, 2024 |
Exhibit 4.5 Execution Version SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 9, 2024, by and among Liberty Media Corporation, a Delaware corporation (the “Original Issuer”), Liberty Sirius XM Holdings Inc., a Delaware corporation (the “Successor”), as a Qualified Successor Entity, and U.S. Bank Trust Company, National Association, |
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| September 10, 2024 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF LIBERTY SIRIUS XM HOLDINGS INC. ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of the stockholders of Liberty Sirius XM Holdings Inc. (the “Corporation”) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time |
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| September 9, 2024 |
SIRI / Sirius XM Holdings Inc. / Sirius Xm Holdings Inc. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SIRIUS XM INC. (formerly known as SIRIUS XM HOLDINGS INC.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 82968B103 (CUSIP Number) Patrick L. Donnelly, Esq. Executive Vice President, General Counsel and Secretary Sirius XM |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 4, 2024 LIBERTY MEDIA CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35707 37-1699499 (State or other jurisdiction of incorporation or organ |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 (September 4, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 (September 4, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| September 4, 2024 |
Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions Exhibit 99.1 September 4, 2024 Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions ENGLEWOOD, Colo. and NEW YORK, NY—(BUSINESS WIRE)—Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings Inc. (Nasdaq: SIRI) (“Sirius XM”) announced today that, assuming the requisite conditions to the previous |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 (September 4, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| September 4, 2024 |
Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions Exhibit 99.1 September 4, 2024 Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions ENGLEWOOD, Colo. and NEW YORK, NY—(BUSINESS WIRE)—Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings Inc. (Nasdaq: SIRI) (“Sirius XM”) announced today that, assuming the requisite conditions to the previous |
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| September 4, 2024 |
Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions Exhibit 99.1 September 4, 2024 Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions ENGLEWOOD, Colo. and NEW YORK, NY—(BUSINESS WIRE)—Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings Inc. (Nasdaq: SIRI) (“Sirius XM”) announced today that, assuming the requisite conditions to the previous |
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| September 4, 2024 |
Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions Exhibit 99.1 September 4, 2024 Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions ENGLEWOOD, Colo. and NEW YORK, NY—(BUSINESS WIRE)—Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings Inc. (Nasdaq: SIRI) (“Sirius XM”) announced today that, assuming the requisite conditions to the previous |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 (September 4, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| September 4, 2024 |
Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions Exhibit 99.1 September 4, 2024 Liberty Media and Sirius XM Announce Final Exchange Ratio for the Split-Off Transactions ENGLEWOOD, Colo. and NEW YORK, NY—(BUSINESS WIRE)—Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings Inc. (Nasdaq: SIRI) (“Sirius XM”) announced today that, assuming the requisite conditions to the previous |
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| August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 23, 2024 LIBERTY MEDIA CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35707 37-1699499 (State or other jurisdiction of incorporation or organiz |
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| August 23, 2024 |
Split-Off of Liberty Sirius XM Holdings Approved at Liberty Media’s Special Meeting of Stockholders Filed by Liberty Media Corporation pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No. |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 (August 23, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporatio |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 (August 23, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporatio |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 (August 23, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporatio |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 (August 23, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporatio |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 (August 1, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorporat |
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| August 1, 2024 |
, 2024, between Sirius XM Radio Inc. and Exhibit 10.3 TRANSITION LETTER TO EMPLOYMENT AGREEMENT This Transition Letter (this “Letter”) amends and supplements certain provisions set forth in the Employment Agreement by and between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”), and JOSEPH A. VERBRUGGE (the “Executive”), dated as of June 28, 2022 (the “Employment Agreement”). Terms used but not otherwise defined herein shall |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS INC |
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| August 1, 2024 |
SiriusXM Reports Second Quarter 2024 Operating and Financial Results Exhibit 99.1 SiriusXM Reports Second Quarter 2024 Operating and Financial Results •Second Quarter 2024 Revenue of $2.18 Billion •Ad Revenue of $443 Million •Net Income of $316 Million; Diluted EPS of $0.08 •Adjusted EBITDA of $702 Million •Free Cash Flow of $343 Million •Company Reiterates 2024 Financial Guidance NEW YORK – August 1, 2024 – SiriusXM today announced second quarter 2024 operating an |
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| July 23, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 (June 25, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Jurisdiction of Incorporation) (Commis |
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| June 17, 2024 |
EXHIBIT 2.1 Execution Version FIRST AMENDMENT To THE agreement and plan of merger This FIRST AMENDMENT (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2023 (the “Original Agreement”), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo” |
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| June 17, 2024 |
EXHIBIT 2.1 Execution Version FIRST AMENDMENT To THE agreement and plan of merger This FIRST AMENDMENT (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2023 (the “Original Agreement”), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo” |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 16, 2024 LIBERTY MEDIA CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35707 37-1699499 (State or other jurisdiction of incorporation or organizat |
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| June 17, 2024 |
EXHIBIT 2.1 Execution Version FIRST AMENDMENT To THE agreement and plan of merger This FIRST AMENDMENT (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2023 (the “Original Agreement”), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo” |
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| June 17, 2024 |
EXHIBIT 10.1 Execution Version FIRST AMENDMENT TO THE REORGANIZATION AGREEMENT This FIRST AMENDMENT (this “Amendment”) to the REORGANIZATION AGREEMENT, dated as of December 11, 2023 (the “Original Agreement”), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty Media”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation (“SplitCo”), and SIRIUS XM HOLDINGS INC., a Delaware |
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| June 17, 2024 |
EXHIBIT 10.1 Execution Version FIRST AMENDMENT TO THE REORGANIZATION AGREEMENT This FIRST AMENDMENT (this “Amendment”) to the REORGANIZATION AGREEMENT, dated as of December 11, 2023 (the “Original Agreement”), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty Media”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation (“SplitCo”), and SIRIUS XM HOLDINGS INC., a Delaware |
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| June 17, 2024 |
SIRI / Sirius XM Holdings Inc. / Liberty Media Corp - SC 13D/A Activist Investment SC 13D/A 1 tm2417389d2sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* SIRIUS XM HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 82968B103 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer and Chief Administrative Officer Liberty Media C |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 (June 16, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Jurisdiction of Incorporation) (Commis |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 (June 16, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Jurisdiction of Incorporation) (Commis |
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| June 17, 2024 |
EXHIBIT 2.1 Execution Version FIRST AMENDMENT To THE agreement and plan of merger This FIRST AMENDMENT (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2023 (the “Original Agreement”), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo” |
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| June 17, 2024 |
EXHIBIT 10.1 Execution Version FIRST AMENDMENT TO THE REORGANIZATION AGREEMENT This FIRST AMENDMENT (this “Amendment”) to the REORGANIZATION AGREEMENT, dated as of December 11, 2023 (the “Original Agreement”), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty Media”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation (“SplitCo”), and SIRIUS XM HOLDINGS INC., a Delaware |
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| June 17, 2024 |
EXHIBIT 10.1 Execution Version FIRST AMENDMENT TO THE REORGANIZATION AGREEMENT This FIRST AMENDMENT (this “Amendment”) to the REORGANIZATION AGREEMENT, dated as of December 11, 2023 (the “Original Agreement”), by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty Media”), LIBERTY SIRIUS XM HOLDINGS INC., a Delaware corporation (“SplitCo”), and SIRIUS XM HOLDINGS INC., a Delaware |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 (June 16, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Jurisdiction of Incorporation) (Commis |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 A. Full title of the plan and the addres |
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| May 23, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 (May 22, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporation) (Co |
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| April 30, 2024 |
SiriusXM Reports First Quarter 2024 Operating and Financial Results Exhibit 99.1 SiriusXM Reports First Quarter 2024 Operating and Financial Results •First Quarter 2024 Revenue of $2.16 Billion; Up 1% Year-Over-Year •Ad Revenue Up 7% Year-Over-Year •Net Income of $265 Million; Diluted EPS of $0.07 •Adjusted EBITDA of $650 Million; Up 4% Year-Over-Year •Free Cash Flow of $132 Million; Down 8% Year-Over-Year •Company Reiterates 2024 Financial Guidance NEW YORK – Apr |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 (April 30, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorporat |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS IN |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 (April 29, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Jurisdiction of Incorporation) (Comm |
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| April 18, 2024 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 17, 2024, is between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”), and SCOTT A. GREENSTEIN (the “Executive”). WHEREAS, the Company and the Executive previously entered into an employment agreement dated as of December 7, 2020 (the “Prior Agreement”); and WHEREAS, the Company and the Ex |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 (April 17, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or Jurisdiction of Incorporation) 001-34295 (Commission File |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| February 1, 2024 |
Incentive Compensation Clawback Policy (filed herewith). Adopted November 16, 2023 CLAWBACK POLICY 1. POLICY In accordance with the applicable rules of Rule 5608 of the Nasdaq (“Nasdaq”) listing rules (the “Listing Rules”) and Section 10D and Rule 10D-1 (“Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors (the “Board”) of Sirius XM Holdings Inc. (the “Company”) has adopted this Clawback Policy (t |
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| February 1, 2024 |
List of Subsidiaries (filed herewith). Exhibit 21.1 SIRIUS XM HOLDINGS INC. SUBSIDIARIES Sirius XM Radio Inc. Automatic Labs Inc. Satellite CD Radio LLC Sirius XM Connected Vehicle Services Inc. Sirius XM Connected Vehicle Services Holdings Inc. SXM CVS Canada Inc. XM 1500 Eckington LLC XM Emall Inc. XM Investment LLC XM Radio LLC Pandora Media, LLC AdsWizz Inc. Stitcher Media LLC Audios Ventures Inc. (dba Simplecast) |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 (February 1, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorp |
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| February 1, 2024 |
SiriusXM Reports Fourth Quarter and Full-Year 2023 Operating and Financial Results Exhibit 99.1 SiriusXM Reports Fourth Quarter and Full-Year 2023 Operating and Financial Results •2023 Full-Year Revenue of $8.95 Billion •Full-Year Net Income of $1.26 Billion; Diluted EPS of $0.32 •Full-Year Adjusted EBITDA of $2.79 Billion •Full-Year Free Cash Flow of $1.20 Billion •Company Announces 2024 Financial Guidance NEW YORK – February 1, 2024 – SiriusXM today announced fourth quarter an |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS INC. (E |
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| January 29, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 (January 26, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| January 29, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 (January 26, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 (January 26, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| January 29, 2024 |
Exhibit 10.1 Execution Version AMENDMENT NO. 9 TO CREDIT AGREEMENT AND INCREMENTAL TERM FACILITY ACTIVATION NOTICE AMENDMENT NO. 9 TO CREDIT AGREEMENT AND INCREMENTAL TERM FACILITY ACTIVATION NOTICE, dated as of January 26, 2024 (this “Amendment”) to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 (January 26, 2024) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| January 29, 2024 |
Exhibit 10.1 Execution Version AMENDMENT NO. 9 TO CREDIT AGREEMENT AND INCREMENTAL TERM FACILITY ACTIVATION NOTICE AMENDMENT NO. 9 TO CREDIT AGREEMENT AND INCREMENTAL TERM FACILITY ACTIVATION NOTICE, dated as of January 26, 2024 (this “Amendment”) to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, |
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| January 29, 2024 |
Exhibit 10.1 Execution Version AMENDMENT NO. 9 TO CREDIT AGREEMENT AND INCREMENTAL TERM FACILITY ACTIVATION NOTICE AMENDMENT NO. 9 TO CREDIT AGREEMENT AND INCREMENTAL TERM FACILITY ACTIVATION NOTICE, dated as of January 26, 2024 (this “Amendment”) to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, |
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| January 29, 2024 |
Exhibit 10.1 Execution Version AMENDMENT NO. 9 TO CREDIT AGREEMENT AND INCREMENTAL TERM FACILITY ACTIVATION NOTICE AMENDMENT NO. 9 TO CREDIT AGREEMENT AND INCREMENTAL TERM FACILITY ACTIVATION NOTICE, dated as of January 26, 2024 (this “Amendment”) to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, |
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| January 3, 2024 |
Exhibit 10.1 AMENDMENT NO. 8 TO CREDIT AGREEMENT AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of December 29, 2023 (this “Amendment”), to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, 2015, Amendment No. 3, dated as of June 29, 2018, Amendment No. 4, dated as of August 16, 2018, Amendment No. 5, |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 (December 29, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 (December 29, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 (December 29, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 (December 29, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| January 3, 2024 |
Exhibit 10.1 AMENDMENT NO. 8 TO CREDIT AGREEMENT AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of December 29, 2023 (this “Amendment”), to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, 2015, Amendment No. 3, dated as of June 29, 2018, Amendment No. 4, dated as of August 16, 2018, Amendment No. 5, |
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| January 3, 2024 |
Exhibit 10.1 AMENDMENT NO. 8 TO CREDIT AGREEMENT AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of December 29, 2023 (this “Amendment”), to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, 2015, Amendment No. 3, dated as of June 29, 2018, Amendment No. 4, dated as of August 16, 2018, Amendment No. 5, |
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| January 3, 2024 |
Exhibit 10.1 AMENDMENT NO. 8 TO CREDIT AGREEMENT AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of December 29, 2023 (this “Amendment”), to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, 2015, Amendment No. 3, dated as of June 29, 2018, Amendment No. 4, dated as of August 16, 2018, Amendment No. 5, |
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| December 15, 2023 |
between Sirius XM Radio Inc. and Jennifer Witz (incorporated by reference to Exhibit 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 14, 2023 (the “Effective Date”), is between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”), and JENNIFER C. WITZ (the “Executive”). WHEREAS, the Company and the Executive previously entered into an employment agreement dated as of September 14, 2020 (as amended, the “Prior Agreement”) |
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| December 15, 2023 |
Exhibit 10.2 1221 Avenue of the Americas 35th Floor New York, NY 1020 tel 212 584 5100 fax 212 584 5200 www.siriusxm.com December 14, 2023 Ms. Jennifer C. Witz Sirius XM Radio Inc. 1221 Avenue of the Americas 35th Floor New York, New York 10020 Use of Private Aircraft Dear Jennifer: This letter (this “Agreement”) sets forth our agreement with respect to your use of a private aircraft (the “Aircraf |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 (December 14, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 13, 2023 |
Filed by Liberty Media Corporation pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No. |
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| December 13, 2023 |
Exhibit 10.2 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 11, 2023, is entered into by and among Liberty Media Corporation, a Delaware corporation (“Liberty”), Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo”), Sirius XM Holdings Inc., a Delaware corporation (the “SiriusXM”), and each of the undersigned s |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 (December 11, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 13, 2023 |
Filed by Sirius XM Holdings Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No.: 001-35707 Subject Company: Sirius XM Holdings Inc. Commission File No.: 001-34295 Transcript of the Liberty Media Corporation and Sirius XM Holdings Inc. Joint |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 (December 11, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 13, 2023 |
EXECUTION VERSION EXHIBIT 10.1 REORGANIZATION AGREEMENT by and among LIBERTY MEDIA CORPORATION, Liberty Sirius XM Holdings Inc. and SIRIUS XM HOLDINGS INC. Dated as of December 11, 2023 TABLE OF CONTENTS Page ARTICLE I RESTRUCTURING AND CONTRIBUTION 2 1.1 Restructuring 2 1.2 Transfer of SplitCo Assets and SplitCo Businesses; Assumption of SplitCo Liabilities 3 1.3 Restructuring and Redemption Agre |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 (December 11, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 13, 2023 |
EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2023 by and among LIBERTY MEDIA CORPORATION, LIBERTY SIRIUS XM HOLDINGS INC., RADIO MERGER SUB, LLC and SIRIUS XM HOLDINGS INC. ARTICLE I. The Merger 3 Section 1.1 The Merger 3 Section 1.2 Closing 3 Section 1.3 Effective Time of the Merger 3 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporati |
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| December 13, 2023 |
Filed by Sirius XM Holdings Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No.: 001-35707 Subject Company: Sirius XM Holdings Inc. Commission File No.: 001-34295 Transcript of the Liberty Media Corporation and Sirius XM Holdings Inc. Joint |
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| December 13, 2023 |
EXECUTION VERSION EXHIBIT 10.1 REORGANIZATION AGREEMENT by and among LIBERTY MEDIA CORPORATION, Liberty Sirius XM Holdings Inc. and SIRIUS XM HOLDINGS INC. Dated as of December 11, 2023 TABLE OF CONTENTS Page ARTICLE I RESTRUCTURING AND CONTRIBUTION 2 1.1 Restructuring 2 1.2 Transfer of SplitCo Assets and SplitCo Businesses; Assumption of SplitCo Liabilities 3 1.3 Restructuring and Redemption Agre |
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| December 13, 2023 |
SIRI / Sirius XM Holdings Inc / Liberty Media Corp - SC 13D/A Activist Investment SC 13D/A 1 tm2332448d4sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* SIRIUS XM HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 82968B103 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer and Chief Administrative Officer Liberty Media C |
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| December 13, 2023 |
EXECUTION VERSION EXHIBIT 10.1 REORGANIZATION AGREEMENT by and among LIBERTY MEDIA CORPORATION, Liberty Sirius XM Holdings Inc. and SIRIUS XM HOLDINGS INC. Dated as of December 11, 2023 TABLE OF CONTENTS Page ARTICLE I RESTRUCTURING AND CONTRIBUTION 2 1.1 Restructuring 2 1.2 Transfer of SplitCo Assets and SplitCo Businesses; Assumption of SplitCo Liabilities 3 1.3 Restructuring and Redemption Agre |
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| December 13, 2023 |
Filed by Sirius XM Holdings Inc. pursuant to Filed by Sirius XM Holdings Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No.: 001-35707 Subject Company: Sirius XM Holdings Inc. Commission File No.: 001-34295 This filing includes an investor presentation. Management Presentation Decembe |
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| December 13, 2023 |
Exhibit 10.2 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 11, 2023, is entered into by and among Liberty Media Corporation, a Delaware corporation (“Liberty”), Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo”), Sirius XM Holdings Inc., a Delaware corporation (the “SiriusXM”), and each of the undersigned s |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 (December 11, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 13, 2023 |
EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2023 by and among LIBERTY MEDIA CORPORATION, LIBERTY SIRIUS XM HOLDINGS INC., RADIO MERGER SUB, LLC and SIRIUS XM HOLDINGS INC. ARTICLE I. The Merger 3 Section 1.1 The Merger 3 Section 1.2 Closing 3 Section 1.3 Effective Time of the Merger 3 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporati |
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| December 13, 2023 |
EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2023 by and among LIBERTY MEDIA CORPORATION, LIBERTY SIRIUS XM HOLDINGS INC., RADIO MERGER SUB, LLC and SIRIUS XM HOLDINGS INC. ARTICLE I. The Merger 3 Section 1.1 The Merger 3 Section 1.2 Closing 3 Section 1.3 Effective Time of the Merger 3 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporati |
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| December 13, 2023 |
Exhibit 10.2 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 11, 2023, is entered into by and among Liberty Media Corporation, a Delaware corporation (“Liberty”), Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo”), Sirius XM Holdings Inc., a Delaware corporation (the “SiriusXM”), and each of the undersigned s |
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| December 13, 2023 |
Exhibit 10.2 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 11, 2023, is entered into by and among Liberty Media Corporation, a Delaware corporation (“Liberty”), Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo”), Sirius XM Holdings Inc., a Delaware corporation (the “SiriusXM”), and each of the undersigned s |
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| December 13, 2023 |
Filed by Sirius XM Holdings Inc. pursuant to Filed by Sirius XM Holdings Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No.: 001-35707 Subject Company: Sirius XM Holdings Inc. Commission File No.: 001-34295 This filing includes a communication to employees. Good Morning, I’m excited t |
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| December 13, 2023 |
EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2023 by and among LIBERTY MEDIA CORPORATION, LIBERTY SIRIUS XM HOLDINGS INC., RADIO MERGER SUB, LLC and SIRIUS XM HOLDINGS INC. ARTICLE I. The Merger 3 Section 1.1 The Merger 3 Section 1.2 Closing 3 Section 1.3 Effective Time of the Merger 3 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporati |
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| December 13, 2023 |
EXECUTION VERSION EXHIBIT 10.1 REORGANIZATION AGREEMENT by and among LIBERTY MEDIA CORPORATION, Liberty Sirius XM Holdings Inc. and SIRIUS XM HOLDINGS INC. Dated as of December 11, 2023 TABLE OF CONTENTS Page ARTICLE I RESTRUCTURING AND CONTRIBUTION 2 1.1 Restructuring 2 1.2 Transfer of SplitCo Assets and SplitCo Businesses; Assumption of SplitCo Liabilities 3 1.3 Restructuring and Redemption Agre |
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| December 12, 2023 |
Investor Presentation December 2023 Exhibit 99.2 Investor Presentation December 2023 2 Cautionary Note Regarding Forward Looking Statements This communication includes certain forward - looking statements within the meaning of the Private Securities Litigation Reform Ac t of 1995, including certain statements relating to the completion of the proposed transaction, proposed trading of common stock of Liberty Sirius XM Holdings Inc. ( |
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| December 12, 2023 |
Investor Presentation December 2023 Exhibit 99.2 Investor Presentation December 2023 2 Cautionary Note Regarding Forward Looking Statements This communication includes certain forward - looking statements within the meaning of the Private Securities Litigation Reform Ac t of 1995, including certain statements relating to the completion of the proposed transaction, proposed trading of common stock of Liberty Sirius XM Holdings Inc. ( |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 11, 2023 LIBERTY MEDIA CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35707 37-1699499 (State or other jurisdiction of incorporation or organ |
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| December 12, 2023 |
EXHIBIT 10.2 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 11, 2023, is entered into by and among Liberty Media Corporation, a Delaware corporation (“Liberty”), Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Liberty (“SplitCo”), Sirius XM Holdings Inc., a Delaware corporation (the “SiriusXM”), and each of |
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| December 12, 2023 |
Exhibit 99.1 Liberty Media and SiriusXM Announce Transaction to Simplify Ownership Structure of SiriusXM Liberty SiriusXM Tracking Stock Group Will Combine with SiriusXM and Form a New Public Company Transaction Builds on SiriusXM’s Durable Foundation and Positions Company to Drive Growth and Create Stockholder Value Liberty and SiriusXM to Host Conference Call Today at 8:30 AM ET ENGLEWOOD, Colo. |
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| December 12, 2023 |
Investor Presentation December 2023 Exhibit 99.2 Investor Presentation December 2023 2 Cautionary Note Regarding Forward Looking Statements This communication includes certain forward - looking statements within the meaning of the Private Securities Litigation Reform Ac t of 1995, including certain statements relating to the completion of the proposed transaction, proposed trading of common stock of Liberty Sirius XM Holdings Inc. ( |
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| December 12, 2023 |
Filed by Sirius XM Holdings Inc. pursuant to Filed by Sirius XM Holdings Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No.: 001-35707 Subject Company: Sirius XM Holdings Inc. Commission File No.: 001-34295 This filing includes an investor presentation. Management Presentation Decembe |
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| December 12, 2023 |
Exhibit 99.1 Liberty Media and SiriusXM Announce Transaction to Simplify Ownership Structure of SiriusXM Liberty SiriusXM Tracking Stock Group Will Combine with SiriusXM and Form a New Public Company Transaction Builds on SiriusXM’s Durable Foundation and Positions Company to Drive Growth and Create Stockholder Value Liberty and SiriusXM to Host Conference Call Today at 8:30 AM ET ENGLEWOOD, Colo. |
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| December 12, 2023 |
Exhibit 99.1 Liberty Media and SiriusXM Announce Transaction to Simplify Ownership Structure of SiriusXM Liberty SiriusXM Tracking Stock Group Will Combine with SiriusXM and Form a New Public Company Transaction Builds on SiriusXM’s Durable Foundation and Positions Company to Drive Growth and Create Stockholder Value Liberty and SiriusXM to Host Conference Call Today at 8:30 AM ET ENGLEWOOD, Colo. |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 (December 11, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 12, 2023 |
Filed by Sirius XM Holdings Inc. pursuant to Filed by Sirius XM Holdings Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No.: 001-35707 Subject Company: Sirius XM Holdings Inc. Commission File No.: 001-34295 This filing includes a communication to employees. Good Morning, I’m excited t |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 (December 11, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 12, 2023 |
EXHIBIT 10.1 EXECUTION VERSION REORGANIZATION AGREEMENT by and among LIBERTY MEDIA CORPORATION, Liberty Sirius XM Holdings Inc. and SIRIUS XM HOLDINGS INC. Dated as of December 11, 2023 TABLE OF CONTENTS Page ARTICLE I RESTRUCTURING AND CONTRIBUTION 2 1.1 Restructuring 2 1.2 Transfer of SplitCo Assets and SplitCo Businesses; Assumption of SplitCo Liabilities 3 1.3 Restructuring and Redemption Agre |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 (December 11, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 12, 2023 |
Investor Presentation December 2023 Exhibit 99.2 Investor Presentation December 2023 2 Cautionary Note Regarding Forward Looking Statements This communication includes certain forward - looking statements within the meaning of the Private Securities Litigation Reform Ac t of 1995, including certain statements relating to the completion of the proposed transaction, proposed trading of common stock of Liberty Sirius XM Holdings Inc. ( |
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| December 12, 2023 |
Exhibit 99.1 Liberty Media and SiriusXM Announce Transaction to Simplify Ownership Structure of SiriusXM Liberty SiriusXM Tracking Stock Group Will Combine with SiriusXM and Form a New Public Company Transaction Builds on SiriusXM’s Durable Foundation and Positions Company to Drive Growth and Create Stockholder Value Liberty and SiriusXM to Host Conference Call Today at 8:30 AM ET ENGLEWOOD, Colo. |
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| December 12, 2023 |
Exhibit 99.1 Liberty Media and SiriusXM Announce Transaction to Simplify Ownership Structure of SiriusXM Liberty SiriusXM Tracking Stock Group Will Combine with SiriusXM and Form a New Public Company Transaction Builds on SiriusXM’s Durable Foundation and Positions Company to Drive Growth and Create Stockholder Value Liberty and SiriusXM to Host Conference Call Today at 8:30 AM ET ENGLEWOOD, Colo. |
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| December 12, 2023 |
EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2023 by and among LIBERTY MEDIA CORPORATION, LIBERTY SIRIUS XM HOLDINGS INC., RADIO MERGER SUB, LLC and SIRIUS XM HOLDINGS INC. ARTICLE I. The Merger 3 Section 1.1 The Merger 3 Section 1.2 Closing 3 Section 1.3 Effective Time of the Merger 3 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporati |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 (December 11, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 12, 2023 |
Investor Presentation December 2023 Exhibit 99.2 Investor Presentation December 2023 2 Cautionary Note Regarding Forward Looking Statements This communication includes certain forward - looking statements within the meaning of the Private Securities Litigation Reform Ac t of 1995, including certain statements relating to the completion of the proposed transaction, proposed trading of common stock of Liberty Sirius XM Holdings Inc. ( |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 11, 2023 LIBERTY MEDIA CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35707 37-1699499 (State or other jurisdiction of incorporation or organ |
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| November 3, 2023 |
Filed by Liberty Media Corporation pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No. |
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| October 31, 2023 |
SiriusXM Reports Third Quarter 2023 Operating and Financial Results Exhibit 99.1 SiriusXM Reports Third Quarter 2023 Operating and Financial Results •Third Quarter 2023 Revenue of $2.27 Billion •Net Income of $363 Million, Up 47% Year-Over-Year; Diluted EPS of $0.09 •Adjusted EBITDA of $747 Million, Up 4% Year-Over-Year •Free Cash Flow of $291 Million •Year-to-Date Capital Returns to Stockholders Total $555 Million •Company Reiterates 2023 Financial Guidance; Plan |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 (October 31, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorp |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDING |
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| September 26, 2023 |
Filed by Liberty Media Corporation pursuant to Filed by Liberty Media Corporation pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Liberty Media Corporation Commission File No. |
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| September 26, 2023 |
EX-7.(F) 2 tm2326876d1ex7-f.htm EXHIBIT 7.(F) Exhibit 7(f) ASSISTANT SECRETARY’S CERTIFICATE (Liberty Media Corporation) I, Brittany A. Uthoff, Assistant Secretary and Vice President of Liberty Media Corporation (the “Corporation”), do hereby certify as follows: Each of Renee L. Wilm, Craig Troyer, Brittany A. Uthoff and Katherine C. Jewell has been and is now a duly elected and qualified Chief Le |
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| September 26, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 (September 26, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorp |
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| September 26, 2023 |
SIRIUSXM ACKNOWLEDGES RECEIPT OF PROPOSAL FROM LIBERTY MEDIA CORPORATION Exhibit 99.1 SIRIUSXM ACKNOWLEDGES RECEIPT OF PROPOSAL FROM LIBERTY MEDIA CORPORATION NEW YORK, NY – September 26, 2023 – Sirius XM Holdings Inc. (NASDAQ: SIRI) (“SiriusXM” or the “Company”) today acknowledged that the special committee of independent directors of the board of SiriusXM (the “Special Committee”) received a non-binding proposal from Liberty Media Corporation (“Liberty Media”) regard |
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| September 26, 2023 |
SIRI / Sirius XM Holdings Inc / Liberty Media Corp - SC 13D/A Activist Investment SC 13D/A 1 tm2326876d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* SIRIUS XM HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 82968B103 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer and Chief Administrative Officer Liberty Media C |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 (August 1, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorporat |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS INC |
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| August 1, 2023 |
SiriusXM Reports Second Quarter 2023 Operating and Financial Results Exhibit 99.1 SiriusXM Reports Second Quarter 2023 Operating and Financial Results •Second Quarter 2023 Revenue of $2.25 Billion •Net Income of $310 Million, Up 6% Year-Over-Year; Diluted EPS of $0.08 •Adjusted EBITDA of $702 Million, Up 3% Year-Over-Year •Free Cash Flow of $323 Million •SiriusXM Increases Full-Year Free Cash Flow Guidance •Company Announces Fall Preview of the Next Gen SiriusXM Ex |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 A. Full title of the plan and the addres |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 (June 1, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporation) (Co |
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| April 27, 2023 |
sirius-amendmentno7tocre Execution Version AMENDMENT NO. 7 TO CREDIT AGREEMENT AMENDMENT NO. 7 TO CREDIT AGREEMENT, dated as of March 29, 2023 (this “Amendment”), to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, 2015, Amendment No. 3, dated as of June 29, 2018, Amendment No. 4, dated as of August |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 (April 27, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorporat |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS IN |
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| April 27, 2023 |
SiriusXM Reports First Quarter 2023 Operating and Financial Results SiriusXM Reports First Quarter 2023 Operating and Financial Results •First Quarter 2023 Revenue of $2. |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 4, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 3, 2023, is between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”), and THOMAS D. BARRY (the “Executive”). WHEREAS, the Company and the Executive previously entered into an offer letter dated as of April 30, 2012 (the “Prior Agreement”); WHEREAS, the Company and the Executive jointly des |
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| April 4, 2023 |
Exhibit 99.1 Thomas D. Barry Appointed Chief Financial Officer of SiriusXM Sean Sullivan To Step Down as CFO, Effective April 28th Company Reaffirms Full Year 2023 Financial Guidance; Plans to Release First Quarter Financial and Operating Results on April 27th NEW YORK, APRIL 4, 2023—Sirius XM Holdings Inc. (NASDAQ: SIRI) today announced that it has appointed Thomas D. Barry, who currently serves |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 (April 3, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporation) ( |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorporation) (Commission F |
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| March 6, 2023 |
Exhibit 99.1 To: All Staff From: Jennifer Witz Date: March 6, 2023 Time: 9:00 am ET Subject Line: Important Company Update Good Morning, I have some difficult news to share. After a review of our business, we have made the decision to reduce the size of our workforce by 475 roles, or 8%. Unfortunately, this will mean saying goodbye to talented colleagues across the organization. Over the course of |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS INC. (E |
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| February 2, 2023 |
SiriusXM Reports Fourth Quarter and Full-Year 2022 Results Exhibit 99.1 SiriusXM Reports Fourth Quarter and Full-Year 2022 Results •2022 Revenue of $9.0 Billion, Up 4% Year-Over-Year •Net Income of $1.21 Billion in 2022 and Diluted EPS of $0.31 •Adjusted EBITDA Reaches $2.83 Billion •SiriusXM Achieves Financial Guidance in 2022; Reports Full-Year Self-Pay Net Additions of 348,000 •Company Issues 2023 Financial Guidance NEW YORK – February 2, 2023 – Sirius |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 (February 2, 2023) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorp |
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| February 2, 2023 |
List of Subsidiaries (filed herewith). Exhibit 21.1 SIRIUS XM HOLDINGS INC. SUBSIDIARIES Sirius XM Radio Inc. Automatic Labs Inc. Satellite CD Radio LLC Sirius XM Connected Vehicle Services Inc. Sirius XM Connected Vehicle Services Holdings Inc. SXM CVS Canada Inc. XM 1500 Eckington LLC XM Emall Inc. XM Investment LLC XM Radio LLC Pandora Media, LLC AdsWizz Inc. Stitcher Media LLC Audios Ventures Inc. (dba Simplecast) |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 (November 21, 2022) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| November 22, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 21, 2022 (the “Effective Date”), is between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”), and PATRICK L. DONNELLY (the “Executive”). WHEREAS, the Company and the Executive previously entered into an employment agreement dated as of November 22, 2019 (the “Prior Agreement”); and WHER |
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| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 (November 1, 2022) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorp |
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| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDING |
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| November 1, 2022 |
SiriusXM Reports Third Quarter 2022 Results Exhibit 99.1 SiriusXM Reports Third Quarter 2022 Results •Revenue in Third Quarter 2022 of $2.28 Billion; an Increase of 4% Year-Over-Year •Third Quarter 2022 Net Income of $247 Million; Diluted EPS of $0.06 •Adjusted EBITDA of $720 Million •Third Quarter SiriusXM Self-Pay Net Additions of 187,000 •Company Announces 10% Increase to Quarterly Dividend; Year-to-Date Capital Returns to Stockholders T |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 (July 28, 2022) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorporatio |
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| July 28, 2022 |
SiriusXM Reports Second Quarter 2022 Results Exhibit 99.1 SiriusXM Reports Second Quarter 2022 Results ?Revenue in Second Quarter 2022 of $2.25 Billion; an Increase of 4% Year-Over-Year ?Second Quarter 2022 Net Income of $292 Million; Diluted EPS of $0.07 ?Adjusted EBITDA of $679 Million ?Year-to-Date Capital Returns to Stockholders of $1.6 Billion ?SiriusXM Reiterates Full-Year Financial Guidance; Expects Positive Full-Year Self Pay Net Sub |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS INC |
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| June 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2022 (June 28, 2022) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporation) ( |
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| June 29, 2022 |
Employment Agreement, dated June 28, 2022, between Sirius XM Radio Inc. and Joseph A. Verbrugge Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of June 28, 2022 (the ?Effective Date?), is between SIRIUS XM RADIO INC., a Delaware corporation (the ?Company?), and JOSEPH A. VERBRUGGE (the ?Executive?). WHEREAS, the Company and the Executive previously entered into an employment agreement dated February 9, 2022 (the ?Prior Agreement?); and WHEREAS, the Co |
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| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2021 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 A. Full title of the plan and the addres |
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| June 3, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 (June 2, 2022) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporation) (Co |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 (April 28, 2022) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorporat |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022 (April 28, 2022) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorporat |
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| April 28, 2022 |
SiriusXM Reports First Quarter Year 2022 Results Exhibit 99.1 SiriusXM Reports First Quarter Year 2022 Results ?Revenue in First Quarter 2022 of $2.19 Billion; an Increase of 6% Year-Over-Year ?First Quarter 2022 Net Income Climbs to $309 Million; Diluted EPS of $0.08 ?Adjusted EBITDA of $690 Million, an Increase of 1% Year-Over-Year ?Year-to-Date Capital Returns to Stockholders of $1.3 Billion ?SiriusXM Reiterates Full-Year Subscriber and Finan |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS IN |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 11, 2022 |
Exhibit 10.1 EXECUTION VERSION INCREMENTAL TERM FACILITY ACTIVATION NOTICE (AMENDMENT NO. 6 TO CREDIT AGREEMENT) To: JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below Reference is hereby made to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, 2015, Amen |
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| April 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2022 (April 11, 2022) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| February 1, 2022 |
SiriusXM Reports Fourth Quarter and Full Year 2021 Results EX-99.1 2 siriq42021earningsrelease.htm EX-99.1 Exhibit 99.1 SiriusXM Reports Fourth Quarter and Full Year 2021 Results •SiriusXM’s 2021 Revenue Reaches a Record $8.70 Billion; an Increase of 8% Compared to 2020 •Full-Year 2021 Net Income Climbs to $1.31 Billion; Diluted EPS of $0.32 •Record Full-Year 2021 Adjusted EBITDA of $2.77 Billion, an Increase of 8% Year-Over-Year •Company Exceeds All 2021 |
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| February 1, 2022 |
List of Subsidiaries (filed herewith). Exhibit 21.1 SIRIUS XM HOLDINGS INC. SUBSIDIARIES Sirius XM Radio Inc. Automatic Labs Inc. Satellite CD Radio LLC Sirius XM Connected Vehicle Services Inc. Sirius XM Connected Vehicle Services Holdings Inc. SXM CVS Canada Inc. XM 1500 Eckington LLC XM Emall Inc. XM Investment LLC XM Radio LLC Pandora Media, LLC AdsWizz Inc. Stitcher Media LLC Audios Ventures Inc. (dba Simplecast) |
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| February 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS INC. (E |
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| February 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 (February 1, 2022) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorp |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2021 (December 10, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| December 13, 2021 |
EX-10.1 2 c102652ex10-1.htm Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 10, 2021, is between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”), and JOSEPH INZERILLO (the “Executive”). WHEREAS, the Company and the Executive jointly desire to enter into this Agreement to reflect the terms and conditions of the Executive’s employment |
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| November 4, 2021 |
SIRI / Sirius XM Holdings Inc / Liberty Media Corp - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 4, 2021 |
Exhibit 7(e) Execution Version AGREEMENT This AGREEMENT (this ?Agreement?) is made as of November 1, 2021, by and between Sirius XM Holdings Inc. |
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| November 4, 2021 |
Assistant Secretary’s Certificate of Liberty Media Corporation. Exhibit 7(f) ASSISTANT SECRETARY?S CERTIFICATE (Liberty Media Corporation) I, Ruth M. |
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| November 4, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 (November 1, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| November 4, 2021 |
Exhibit 10.2 AGREEMENT This AGREEMENT (this ?Agreement?) is made as of November 1, 2021, by and between Sirius XM Holdings Inc., a Delaware corporation (?Sirius?), and Liberty Media Corporation, a Delaware corporation (?Liberty?) (each, a ?Party? and together, the ?Parties?). WHEREAS, Liberty beneficially owns, directly or indirectly, approximately 79% of the issued and outstanding shares of commo |
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| November 4, 2021 |
Exhibit 7(d) EXECUTION VERSION EXCHANGE AGREEMENT This Exchange Agreement (this ?Agreement?), dated as of November 1, 2021 (the ?Effective Date?), is made and entered into by and among Government Employees Insurance Company, a Nebraska corporation (?GEICO?), GEICO Advantage Insurance Company, a Nebraska corporation (?GEICO Advantage? and, together with GEICO, collectively referred to herein as the ?Holder?) and Liberty Media Corporation, a Delaware corporation (the ?Company?). |
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| October 28, 2021 |
SiriusXM Reports Third Quarter 2021 Results Exhibit 99.1 SiriusXM Reports Third Quarter 2021 Results ?Third Quarter Revenue of $2.20 Billion; an Increase of 9% From Prior Year Period ?Third Quarter Net Income of $343 Million; Diluted EPS of $0.08 ?Record Quarterly Adjusted EBITDA of $719 Million, Up 9% From Prior Year Period ?SiriusXM Self-Pay Net Subscriber Additions of 616,000 in Third Quarter and 1.1 Million Year to Date ?Company Increas |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 (October 28, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorp |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDING |
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| September 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2021 (September 2, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Inco |
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| September 1, 2021 |
Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of August 31, 2021 (this ?Amendment?), to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June 16, 2015, Amendment No. 3, dated as of June 29, 2018 and Amendment No. 4, dated as of August 16, 201 |
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| September 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2021 (August 31, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorp |
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| August 16, 2021 |
Exhibit 4.2 EXECUTION VERSION SIRIUS XM RADIO INC. 3.875% Senior Notes due 2031 INDENTURE Dated as of August 16, 2021 U.S. BANK NATIONAL ASSOCIATION Trustee Table of Contents Page ARTICLE 1 Definitions and Incorporation by Reference SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 15 SECTION 1.03. Rules of Construction 16 ARTICLE 2 The Notes SECTION 2.01. Form and Dating 16 SECTION 2.02 |
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| August 16, 2021 |
Exhibit 4.1 EXECUTION VERSION SIRIUS XM RADIO INC. 3.125% Senior Notes due 2026 INDENTURE Dated as of August 16, 2021 U.S. BANK NATIONAL ASSOCIATION Trustee Table of Contents Page ARTICLE 1 Definitions and Incorporation by Reference SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 15 SECTION 1.03. Rules of Construction 16 ARTICLE 2 The Notes SECTION 2.01. Form and Dating 16 SECTION 2.02 |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 (August 16, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorpor |
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| August 3, 2021 |
Exhibit 99.1 Sirius XM Radio Inc. Prices Offering of $1.0 Billion of 3.125% Senior Notes Due 2026 and $1.5 Billion of 3.875% Senior Notes Due 2031 NEW YORK?August 2, 2021?SiriusXM announced today that its subsidiary, Sirius XM Radio Inc., priced an offering of $1.0 billion of 3.125% Senior Notes due 2026 (the ?2026 Notes?) and $1.5 billion of 3.875% Senior Notes due 2031 (the ?2031 Notes? and toge |
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| August 3, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 (August 2, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| August 2, 2021 |
Exhibit 99.1 Sirius XM Radio Inc. Intends To Offer $750 Million Of Senior Notes due 2026 and $1.25 Billion of Senior Notes due 2031 NEW YORK?August 2, 2021?SiriusXM announced today that its subsidiary, Sirius XM Radio Inc., intends to offer, subject to market conditions, $750 million of Senior Notes due 2026 and $1.25 billion of Senior Notes due 2031 to persons reasonably believed to be qualified |
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| August 2, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 (August 2, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporat |
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| July 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2021 (July 27, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other Jurisdiction of Incorporatio |
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| July 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 SIRIUS XM HOLDINGS INC |
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| July 27, 2021 |
SiriusXM Reports Second Quarter 2021 Results Exhibit 99.1 SiriusXM Reports Second Quarter 2021 Results ?Second Quarter Revenue of $2.16 Billion; an Increase of 15% From Prior Year Period ?Second Quarter Net Income of $433 Million; Diluted EPS of $0.10 ?Record Quarterly Adjusted EBITDA of $700 Million, Up 14% From Prior Year Period ?SiriusXM Self-Pay Net Subscriber Additions of 355,000, an Increase of 34% Year-Over-Year ?Company Increases 202 |
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| June 21, 2021 |
Exhibit 4.1 SIRIUS XM RADIO INC. 4.000% Senior Notes due 2028 INDENTURE Dated as of June 21, 2021 U.S. BANK NATIONAL ASSOCIATION Trustee Table of Contents Page ARTICLE 1 Definitions and Incorporation by Reference SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 15 SECTION 1.03. Rules of Construction 16 ARTICLE 2 The Notes SECTION 2.01. Form and Dating 16 SECTION 2.02. Execution and Auth |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2021 (June 21, 2021) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or Other Jurisdiction of Incorporatio |
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| June 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2020 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-34295 A. Full title of the plan and the addres |
