SIRIUS XM HOLDINGS INC. 10-K

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NASDAQ Global Select Market under the symbol “SIRI.” On January 31, 2023, there were approximately 6,309 record holders of our common stock. Issuer Purchases of Equity Securities As of December 31, 2022, our board of directors had authorized us to repurchase an aggregate of $18.0 billion of our common stock and have not establish an end date for this stock repurchase program. Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including transactions with Liberty Media and its affiliates, or otherwise. As of December 31, 2022, our cumulative repurchases since December 2012 under our stock repurchase program totaled 3.7 billion shares for approximately $16.6 billion, and approximately $1.4 billion remained available under our existing $18.0 billion stock repurchase program. The size and timing of our repurchases will be based on a number of factors, including price and business and market conditions. The following table provides information about our purchases of equity securities registered pursuant to Section 12 of the Exchange Act during the quarter ended December 31, 2022: Period Total Number of Shares Purchased Average Price Paid Per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a) October 1, 2022 - October 31, 2022 6,300,000 $ 6.08 6,300,000 $ 1,448,119,446 November 1, 2022 - November 30, 2022 1,200,000 $ 6.13 1,200,000 $ 1,440,768,426 December 1, 2022 - December 31, 2022 — $ — — $ 1,440,768,426 Total 7,500,000 $ 6.09 7,500,000 (a) These amounts include fees and commissions associated with the shares repurchased. All of these repurchases were made pursuant to our share repurchase program. 33 Table of Contents COMPARISON OF CUMULATIVE TOTAL RETURNS Set forth below is a graph comparing the cumulative performance of our common stock with the Standard & Poor's Composite-500 Stock Index, or the S&P 500, the NASDAQ Telecommunications Index, the published industry index we previously used for the purposes of the SEC rules, and the S&P 500 Media & Entertainment Index, the new published industry index we have selected to use, from December 31, 2017 to December 31, 2022. The graph assumes that $100 was invested on December 31, 2017 in each of our common stock, the S&P 500, the NASDAQ Telecommunications Index and the S&P 500 Media & Entertainment Index . In November 2016, we paid our first quarterly dividend. Our board of directors expects to declare regular quarterly dividends. Stockholder Return Performance Table NASDAQ Telecommunications Index S&P 500 Index S&P 500 Media & Entertainment Index Sirius XM Holdings Inc. December 31, 2017 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 31, 2018 $ 103.03 $ 93.76 $ 89.12 $ 106.53 December 31, 2019 $ 114.76 $ 120.84 $ 119.08 $ 133.40 December 31, 2020 $ 140.05 $ 140.49 $ 156.20 $ 118.84 December 31, 2021 $ 146.74 $ 178.27 $ 197.87 $ 118.47 December 31, 2022 $ 109.72 $ 143.61 $ 110.68 $ 108.96 We determined to change the published industry index used for the required performance graph as the S&P 500 Media and Entertainment Index more appropriately reflects the companies with which we compete, including for talent. 34 Table of Contents Equity Compensation Plan Information The following table provides information about our common stock that may be issued upon exercise of options, warrants and rights under our equity compensation plans. Information is as of December 31, 2022. Plan Category (shares in millions) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (1) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans Equity compensation plans approved by security holders 219 $ 5.55 122 Equity compensation plans not approved by security holders — — — Total 219 $ 5.55 122 __________ (1) In addition to shares issuable upon exercise of stock options, amount also includes approximately 85 shares underlying restricted stock units, including performance-based restricted stock units (“PRSUs”) and dividend equivalents thereon. The number of shares to be issued in respect of PRSUs and dividend equivalents thereon have been calculated based on the assumption that the maximum levels of performance applicable to the PRSUs will be achieved. (2) The weighted-average exercise price of outstanding options, warrants and rights relates solely to stock options, which are the only currently outstanding exercisable security. 35 Table of Contents ITEM 6. [RESERVED]