What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-01-30 compared with 2024-02-01 · 209 added, 215 removed, 292 unchanged (59% of the section changed)

This Annual Report on Form 10-K presents information for Sirius XM Holdings Inc.

(“Holdings”), a Delaware corporation.

The terms “Holdings,” “we,” “us,” “our,” and “our company” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM Holdings Inc.

This Annual Report on Form 10-K presents information for Sirius XM Holdings Inc., a Delaware corporation.

Sirius XM Holdings Inc.

is the product of a series of transactions that closed on September 9, 2024.

Liberty Media Transactions

On September 9, 2024 at 4:05 p.m., New York City time, Liberty Media Corporation (“Liberty Media” or “Former Parent”) completed its previously announced split-off (the “Split-Off”) of its former wholly owned subsidiary, Liberty Sirius XM Holdings Inc.

The Split-Off was accomplished by Liberty Media redeeming each outstanding share of Liberty Media’s Series A, Series B and Series C Liberty SiriusXM common stock, par value $0.01 per share, in exchange for 0.8375 of a share of SplitCo common stock, par value $0.001 per share (the “Redemption”), with cash being paid to entitled record holders of Liberty SiriusXM common stock in lieu of any fractional shares of common stock of SplitCo.

Following the Split-Off, on September 9, 2024 at 6:00 p.m., New York City time (the “Merger Effective Time”), a wholly owned subsidiary of SplitCo merged with and into Sirius XM Holdings Inc.

(“Old Sirius”), with Old Sirius surviving the merger as a wholly owned subsidiary of SplitCo (the “Merger” and together with the Split-Off, the “Transactions”).

Upon consummation of the Merger, each share of common stock of Old Sirius, par value $0.001 per share, issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by SplitCo and its subsidiaries) was converted into one-tenth (0.1) of a share of SplitCo common stock, with cash being paid to entitled record holders of Old Sirius common stock in lieu of any fractional shares of common stock of SplitCo.

At the Merger Effective Time, Old Sirius was renamed “Sirius XM Inc.” and SplitCo was renamed “Sirius XM Holdings Inc.” In connection with the Transactions and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SplitCo became the successor issuer to Old Sirius and succeeded to the attributes of Old Sirius as the registrant, including Old Sirius’s Commission File Number and CIK number.

On September 6, 2024, Sirius XM Radio LLC, our wholly owned subsidiary, converted from a Delaware corporation to a Delaware limited liability company.

The Transactions are intended to generally be tax-free to holders of Liberty Sirius XM common stock and Sirius XM Holdings common stock (except with respect to any cash received by such holders) and the completion of the Transactions was subject to various conditions, including the receipt of opinions of tax counsel.

Upon completion of the Transactions, Liberty Media no longer owned any shares of Sirius XM Holdings Inc.

The information contained in this Annual Report on Form 10-K represents a combination of the historical information of SplitCo (now renamed Sirius XM Holdings Inc.) prior to the Merger Effective Time and Old Sirius.

The terms “Sirius XM Holdings,” “the Company,” “us,” “we” and “our” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM Holdings Inc.

and its subsidiaries.

“Sirius XM” refers to our wholly owned subsidiary Sirius XM Radio Inc.

and its subsidiaries other than Pandora.

“Sirius XM” refers to Sirius XM Holdings’ wholly owned subsidiaries, Sirius XM Inc., Sirius XM Radio LLC and its subsidiaries, other than Pandora.

“Pandora” refers to Sirius XM’s wholly owned subsidiary Pandora Media, LLC and its subsidiaries.

Sirius XM Holdings Inc.

Holdings was incorporated in the State of Delaware on May 21, 2013.

Holdings has no operations independent of its wholly owned subsidiaries, Sirius XM and Pandora.

Relationship with Liberty Media

As of December 31, 2023, Liberty Media Corporation (“Liberty Media”) beneficially owned, directly and indirectly, 83.4% of the outstanding shares of Holdings’ common stock.

Liberty Media owns interests in a range of media, communications and entertainment businesses.

Liberty Media Split-Off Transaction

On December 11, 2023, Holdings entered into definitive agreements whereby, subject to the terms thereof, Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Liberty Media (“New Sirius”), would split-off from Liberty Media.

The transactions would be effectuated by means of a redemptive split-off of New Sirius (the “Split-Off”), which will own all of the assets and liabilities attributed to Liberty Media’s Series A Liberty SiriusXM common stock (“LSXMA”), Series B Liberty SiriusXM common stock (“LSXMB”) and Series C Liberty SiriusXM common stock (“LSXMK”, together with the LSXMB and LSXMA stock, the “Liberty SiriusXM Group”).

Following the Split-Off, New Sirius will combine with Holdings through the merger of Radio Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of New Sirius (“Merger Sub”), with Holdings, with Holdings becoming a wholly owned subsidiary of New Sirius (the “Merger” and, together with the Split-Off, the “Transactions”).

As part of the Merger, New Sirius will be renamed “Sirius XM Holdings Inc.”

To effect the Transactions, on December 11, 2023, Liberty Media entered into (i) a Reorganization Agreement (the “Reorganization Agreement”) with Holdings and New Sirius, and (ii) an Agreement and Plan of Merger (the “Merger Agreement”) with New Sirius, Holdings and Merger Sub.

In connection with the Merger Agreement and the Reorganization Agreement, on December 11, 2023, certain trusts related to Dr.

Malone (collectively, the “Malone Stockholders”) entered into a voting agreement (the “Voting Agreement”) with Liberty Media, Holdings and New Sirius, pursuant to which, among other things, the Malone Stockholders agreed, subject to the terms of the Voting Agreement, to vote their respective shares of Liberty Media’s LSXMA and LSXMB in favor of the Split-Off.

The Transactions have been unanimously approved by Liberty Media’s Board of Directors and a Special Committee of the Board of Directors of Holdings and by Holdings’ Board of Directors.

The Transactions are expected to be completed early in the third quarter of 2024, subject to approval by a majority of the aggregate voting power of the shares of Liberty SiriusXM common stock present, whether in-person or by proxy, at a stockholder meeting, the receipt by Liberty Media and New Sirius of tax opinions from their respective tax counsel, as well as the receipt of required regulatory approvals and the satisfaction of other customary closing conditions.

A subsidiary of Liberty Media owning a majority of the outstanding shares of Holdings has delivered a written consent approving the Transactions on behalf of a majority of Holdings’ stockholders.

Following the Transactions, Liberty Media and New Sirius will operate independently, and neither is expected to have any ownership interest in the other.

All of the executive officers of Holdings immediately prior to consummation of the Transactions will be the initial executive officers of New Sirius, and New Sirius will continue to operate under the SiriusXM name and brand.

The Reorganization Agreement, the Merger Agreement and the Voting Agreement are filed as exhibits to this Annual Report on Form 10-K.

Our Businesses

We operate two complementary audio entertainment businesses – our Sirius XM business and our Pandora and Off-platform business.

We are the leading audio entertainment company in North America with a portfolio of audio businesses including our flagship subscription entertainment service, Sirius XM;

We operate two complementary audio entertainment businesses – our SiriusXM business and our Pandora and Off-platform business.

We are the leading audio entertainment company in North America with a portfolio of audio businesses including our flagship subscription entertainment service, SiriusXM;

the ad-supported and premium music streaming services of Pandora;

3 unchanged sentences

We believe we reach a combined monthly audience of approximately 160 million listeners.

In December 2024, we adopted an updated strategic plan, which sharpens our focus on our core subscription business;

leverages the strength of our advertising business across our portfolio of products and properties;

accelerates efficiency throughout our organization;

and emphasizes robust margins, free cash flow generation, and stockholder returns.

Our vision is to shape the future of audio where everyone is effortlessly connected to the voices, stories and music they love.

We continue to expand the range of choices for our listeners – both in terms of compelling content and the array of ways in which it can be consumed.

There are approximately 160 million vehicles in operation with Sirius XM radios, and the proliferation of smart speakers and other connected devices, including our webplayer and the SiriusXM App, has increased the range of options consumers have for engaging with and consuming our content.

In 2023, we began an extensive project to update our digital infrastructure.

That project involves the implementation of new systems and products that extend from our consumer-facing SiriusXM App to the systems underlying our billing, identity, commerce and customer management functions.

We expect that these new systems, when fully implemented, will create a variety of opportunities to more efficiently use and better understand data regarding our customers, potential customers, and the manner in which individuals use and interact with our audio entertainment services.

We also believe that our investments in this digital infrastructure will create efficiencies in our operations, help us serve our customers better, improve our consumer marketing efforts and allow consumers to discover more of our content and customize their listening experiences.

This new digital infrastructure includes systems developed internally as well as platforms licensed from leading third party technology providers.

Our new SiriusXM App became available to consumers beginning on December 14, 2023.

The new SiriusXM App includes a sleek new design that is easy to use and includes modernized client applications.

The new SiriusXM App contains, among other things, improvements to our search and discovery functions, and improves the talk and sports programming and podcast experience for listeners.

In addition, the SiriusXM App is built on our new digital infrastructure, including our new commerce platform, identity system, billing engine and improvements to our marketing technology capabilities.

Our Sirius XM business features music, sports, entertainment, comedy, talk, news, traffic and weather channels and other content, as well as podcasts and infotainment services, in the United States on a subscription fee basis.

Sirius XM’s premier content bundles include live, curated and certain exclusive and on demand programming.

The Sirius XM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment.

Radios are primarily distributed through automakers, retailers and our website.

Our Sirius XM service is also available through our user interface, which we call “360L,” that combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience.

The primary source of revenue from our Sirius XM business is subscription fees, with most of our customers subscribing to monthly, quarterly, semi-annual or annual plans.

We also derive revenue from advertising on select non-music channels, direct sales of our radios and accessories, and other ancillary services.

As of December 31, 2023, our Sirius XM business had approximately 33.9 million subscribers.

There are approximately 167 million vehicles in operation with SiriusXM radios, and the proliferation of smart speakers and other connected devices, including our web player and the SiriusXM App, has increased the range of options consumers have for engaging with and consuming our content.

In 2024, we continued an extensive digital infrastructure update that began in 2023.

This project involves the implementation of new systems and products that extend from our consumer-facing SiriusXM App to the systems underlying our billing, identity, commerce and customer management functions.

Once fully deployed, these systems are expected to unlock opportunities for more efficient data utilization and provide deeper insights into our customers, potential customers and how individuals engage with our audio entertainment services.

We anticipate that these investments in digital infrastructure will enhance operational efficiency, improve customer service, optimize customer marketing efforts and enable users to discover more content while customizing their listening experiences.

This new digital infrastructure incorporates both systems developed internally as well as platforms licensed from leading third party technology providers.

The new SiriusXM App, which launched in December 2023, serves as a companion to our satellite radio service and is updated regularly.

The SiriusXM App includes a sleek design that is easy to use and includes modernized client applications.

The SiriusXM App also includes, among its many upgrades, improved search and discovery functions and refines the talk and sports programming and podcast experience for listeners.

Our SiriusXM business features a wide range of content, including, music, sports, entertainment, comedy, talk and news channels, podcasts and infotainment services, all available in the United States on a subscription fee basis.

SiriusXM’s content bundles include live, curated and certain exclusive and on demand programming.

The SiriusXM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment.

Radios are primarily distributed through automakers, retailers and SiriusXM’s website.

Additionally, our user interface, “360L,” integrates satellite and streaming services into a seamless in-vehicle entertainment experience.

The primary source of revenue from our SiriusXM business is subscription fees, with most of our customers subscribing to monthly or annual plans.

Additional revenue streams include advertising on select non-music channels, direct sales of radios and accessories, and other ancillary services.

As of December 31, 2024, our SiriusXM business had approximately 33.2 million subscribers.

In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers.

These services are designed to enhance the safety, security and driving experience of consumers.

We also offer a suite of data services that includes graphical weather, fuel prices, sports schedules and scores and movie listings, a traffic information service that includes information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems, and real-time weather services in vehicles, boats and planes.

Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc.

We also offer a suite of data services that includes graphical weather and fuel prices, a traffic information service, and real-time weather services in boats and planes.

SiriusXM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc.

(“Sirius XM Canada”).

2 unchanged sentences

Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists and podcasts as well as search and play songs and albums on-demand.

Pandora is available as (1) an ad-supported

radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).

Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).

As of December 31, 2024, Pandora had approximately 5.8 million subscribers.

The majority of revenue from our Pandora service is generated from advertising on our Pandora ad-supported radio service.

We also derive subscription revenue from our Pandora Plus and Pandora Premium subscribers.

The majority of revenue from our Pandora service is generated from advertising on Pandora’s ad-supported radio service.

Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.

Our Pandora and Off-platform business also sells advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services.

In 2024, an estimated 135 million Americans listened to a podcast at least monthly.

In 2020, Sirius XM acquired Stitcher, a leader in the distribution of podcasts.

We have agreements to serve as the ad sales representative for many podcasts, including the leading podcast networks such as Audiochuck, Crooked Media and NBC News.

Sirius XM subscribers can also listen to their favorite podcasts with streaming access via the SiriusXM App and online.

Covering topics such as true crime, news, politics, music, comedy, sports and entertainment, Sirius XM's curated selection of podcasts comes from SiriusXM content edited into podcast format as well as from third parties.

SiriusXM serves as the ad sales representative and distributor for many podcasts, including several leading podcast networks such as Unwell Network, Audiochuck, SmartLess and NBC News.

These podcasts are included in the SiriusXM Podcast Network.

Within our service, SiriusXM subscribers can listen to their favorite podcasts with streaming access via the SiriusXM App, online and to a limited extent on 360L.

Covering topics such as true crime, news, politics, music, comedy, sports and entertainment, SiriusXM’s curated selection of podcasts comes from third parties as well as SiriusXM content edited into podcast format.

In 2024, we launched SiriusXM Podcast+, a subscription service offering ad-free access to exclusive content and new episodes to a variety of our premium podcasts.

SiriusXM Podcast+ subscriptions can be purchased through Apple Podcasts.

We also offer a portal, “Simplecast Creator Connect,” for podcasters to share their podcasts with new audiences and gather data about their shows.

Podcasts submitted through this portal are offered to subscribers of Pandora’s ad-supported service as an additional benefit.

Through our Simplecast business, we also offer a podcast management and analytics platform, allowing us to offer podcasters a solution for management, hosting, analytics and advertising sales.

Through Simplecast, we also offer a comprehensive podcast management and analytics platform, allowing us to offer podcasters a solution for management, hosting, analytics and advertising sales.

SiriusXM Media

SiriusXM Media is an advertising sales group spanning our SiriusXM and Pandora audio entertainment services.

SiriusXM Media also sells advertising on audio platforms and in podcasts unaffiliated with us and serves as the exclusive advertising representative for other third party platforms and podcasters, including such major entities as SoundCloud and NBCUniversal.

SiriusXM Media is our advertising sales group that supports both the SiriusXM and Pandora audio entertainment services.

SiriusXM Media also sells advertising on audio platforms and in podcasts unaffiliated with us and serves as the exclusive advertising representative for other third party platforms and podcasters.

SiriusXM Media has a reach of more than 160 million monthly listeners, and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America.

SiriusXM Media offers advertisers the ability to execute campaigns in the United States across various platforms, including Pandora and SoundCloud.

SiriusXM Media enables advertisers the ability to run campaigns across multiple platforms in the United States, including Pandora and SoundCloud.

In addition, through AdsWizz Inc., we provide a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and monetization solutions.

Our Sirius XM Business

We offer a dynamic programming lineup of commercial-free music plus sports, entertainment, comedy, talk, and news, including:

• an extensive selection of music genres, ranging from rock, pop and hip-hop to country, dance, jazz, Latin and classical;

• live play-by-play sports from major leagues and colleges;

• a multitude of talk, entertainment and comedy channels for a variety of audiences;

• a wide range of national, international and financial news;

• exclusive limited run channels.

We believe that our broad and diverse programming, including our lineup of exclusive content, is a significant differentiator from terrestrial radio and other audio entertainment providers.

We make changes to our programming lineup from time to time as we strive to attract new subscribers and offer content which appeals to a broad range of audiences and to our existing subscribers.

The channel lineups for our services are available at siriusxm.com.

Our Sirius XM business aims to be a platform for diverse perspectives and to facilitate dialogue on a broad set of issues.

This is reflected across the content provided to listeners, which includes channels dedicated to diverse and historically underrepresented groups, as well as broader programming celebrating such events as Black History Month, Latinx and Hispanic

Heritage Month, LGBTQIA+ Pride Month, and Women’s History Month.

We continue to expand our offerings, including through programming that represents diverse viewpoints, historically underserved audiences and original content of a type not typically available to consumers.

Sirius XM Streaming Service

Our streaming service includes a variety of music and non-music channels, including channels and content that are not available on our satellite radio service, and podcasts.

Our SiriusXM Business

SiriusXM is home to hundreds of expertly curated, ad-free music channels across all genres, decades, and moods as well as the must-hear live moments and top hosts in sports, news, entertainment, comedy, podcasts, and more.

• From one-of-a-kind channels by some of the world’s top musicians to first-listens and exclusive performances from emerging artists and bands, SiriusXM presents the soundtrack for any moment.

• SiriusXM brings fans closer to their favorite sport by offering the most extensive lineup of live pro and college play-by-play plus call-in programming that delivers real-time reactions and analysis from experts and insiders.

• Subscribers also stay informed and entertained with news and politics from every perspective, entertainment, comedy, and beyond with celebrity interviews, iconic hosts, trusted opinions and non-stop laughs.

• The full channel lineup is available at siriusxm.com.

We believe that our extensive programming, including our exclusive, live and curated content, sets us apart from terrestrial radio and other audio entertainment providers.

Our SiriusXM business aims to be a platform for diverse perspectives with channels reflecting views from across the spectrum of culture and spotlighting historically underrepresented groups.

As we continue to refresh and adjust to our programming lineup over time to both attract new audiences and deliver meaningful value to our existing subscribers, we remain committed to maintaining the diversity and originality in our content.

SiriusXM Streaming Service

Our streaming service offers a wide variety of music and non-music channels, including channels and content that are not available on our satellite radio service, and podcasts.

Consumers can access our streaming service on iOS and Android mobile devices, web browsers, and other internet connected devices.

2 unchanged sentences

access to over 200 additional music channels;

on-demand new and archive episodes of SiriusXM shows and specials, and video content, including video from The Howard Stern Show, encompassing in-studio performances, interviews and behind-the-scenes moments with artists, personalities and newsmakers.

Our Sirius XM service also includes a library of podcasts, some of which are exclusive to our service, and other on demand content.

Our streaming service is included as part of the vast majority of our satellite radio subscription plans, including the Music Showcase, Music and Entertainment, and Platinum plans.

We also offer our streaming service in several standalone packages, which do not include a satellite radio subscription.

These packages, which include the Streaming Music Showcase, Streaming Music and Entertainment, Streaming Platinum, and All Access (App only) plans are available to consumers at various prices and include a variety of content.

Our Artist Stations feature, which allows subscribers to create their own customized ad-free music stations within the SiriusXM App and on capable 360L in-vehicle radios, is offered to consumers as part of our All Music Plan, All Access (App only), Streaming Platinum and Platinum plans.

We have agreements with makers of electric vehicles, such as Lucid and Rivian, to include the SiriusXM experience as part of their vehicles.

on-demand new and archive episodes of SiriusXM shows and specials;

and video content, including video from The Howard Stern Show, featuring in-studio performances, interviews and behind-the-scenes moments with artists, personalities and newsmakers.

In addition, we offer an Artist Stations feature as part of substantially all our plans , which allows subscribers to create their own customized ad-free music stations based on their favorite artists within the SiriusXM app and on capable 360L in-vehicle radios .

Our SiriusXM service also includes a robust library of podcasts, some of which are exclusive, along with other on-demand content.

We offer our audio entertainment services in a variety of subscription plans at multiple price points to match diverse customer needs.

For example, we offer our satellite radio service in our All Access, Platinum, Music & Entertainment, Music Showcase and News, Sports & Talk plans.

These plans include a range of content, and a number of these plans are also offered in Family Friendly versions.

These plans are offered at a variety of price points.

A substantial number of our subscribers enjoy our audio entertainment service at promotional prices.

Our stream ing service is currently included with virtually all of our satellite radio subscription plans.

We also offer our streaming service in a standalone package, All Access (App only), available directly through us, third party app stores and integrated billing providers.

In 2024, we introduced new plans and pricing options designed to attract and retain subscribers while enhancing the value of existing plans.

These new prices start as low as $9.99 for new subscribers to our All-Music satellite radio package and provide consumers the ability to add a variety of content bundles to customize their package to fit their taste and budget.

In 2024, we also migrated certain premium content and features to lower tiered plans to increase the value to subscribers of these plans in an effort to retain existing subscribers.

For example, our Music & Entertainment plan now includes more sports content and the Howard Stern channels, and our Platinum plan includes the ability to access three simultaneous streams so subscribers can share access with family members.

In May 2024, we began offering a free, advertising-supported plan, which we call Free Access, to select customers.

Free Access is available in select 360L vehic les, and is accessible by consumers after the expiration of their trial or paid subscription.

Free Access is offered in Nissan and Polestar capable vehicles currently, and we expect that additional automakers will support Free Access beginning later this year.

Free Access is offered to consumers without a subscription fee, but individuals are required to opt in to access the free, ad-supported channels on their inactive radios.

Free Access features a total of 41 channels, including 15 music channels, 9 comedy, sports, and news channels, and includes advertising on many channels.

A subscriber’s Free Access service continues until either we or the customer cancels the subscription, or until the consumer purchases a paid subscription to our service.

The subscribers to, and advertising revenue being generated by, Free Access is currently not material.

In 2024, we also launched a SiriusXM Podcast+ subscription service which permits consumers to receive benefits such as ad-free access and exclusive content to new episodes of a variety of our premium podcasts.

SiriusXM Podcast+ subscriptions can be purchased through Apple Podcasts.

We have agreements with leading electric vehicle manufacturers, including Tesla, Lucid and Rivian, to integrate the SiriusXM experience into their vehicles.

We also have entered into agreements with third parties designed to increase the distribution and ease of use of our streaming service, including through connected devices.

In addition, we have arrangements with various services and consumer electronics manufacturers to include the Sirius XM streaming functionality with their service and devices.

Our advanced automotive platform, which we call “360L,” combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience.

In addition, we have arrangements with various services and consumer electronics manufacturers to include the SiriusXM streaming functionality with their service and devices.

Our advanced automotive platform, “360L,” integrates satellite and streaming services into a seamless in-vehicle entertainment experience.

We have agreements with many automakers to deploy our 360L interface in a variety of vehicles.

In 2024, our 360L platform was included in approximately 154 vehicle models manufactured for sale in the United States.

We expect that 360L will be included in a majority of vehicles that include Sirius XM functionality in the future.

We expect that 360L will be included in a majority of vehicles that include SiriusXM functionality in the future.

360L allows us to take advantage of advanced in-dash infotainment systems.

360L is intended to leverage the ubiquitous signal coverage and low delivery costs of our satellite infrastructure with the two-way communication capability of a wireless streaming service to provide consumers seamless access to our content, including our live channels, on demand service, podcasts and personalized music services.

360L is intended to leverage the ubiquitous signal coverage and low delivery costs of our satellite infrastructure with the two-way communication capability of a wireless

streaming service to provide consumers seamless access to our content, including our live channels, on demand service, podcasts and personalized music services.

The wireless streaming connection included in 360L enables enhanced search and recommendations functions, making discovery of our content in the vehicle easier.

1 unchanged sentence

Distribution of Radios

We distribute satellite radios through the sale and lease of new vehicles.

We have agreements with major automakers to offer satellite radios in their vehicles.

We distribute satellite radios through the sale and lease of new vehicles, and we have agreements with major automakers to offer satellite radios in their vehicles.

Satellite radios are available as a factory-installed feature in substantially all vehicle makes sold in the United States.

6 unchanged sentences

We have entered into agreements with many automakers to include a subscription to our service in the sale or lease of vehicles which include satellite radios sold through their certified pre-owned programs.

We also work directly with franchise and independent dealers on programs for non-certified used vehicles.

We have developed systems and methods to identify purchasers and lessees of previously owned vehicles which include satellite radios and have established marketing plans to promote our services to these potential subscribers.

We also work directly with franchise and independent dealers on programs for non-certified pre-owned vehicles.

We have developed systems and methods to identify purchasers and lessees of pre-owned vehicles equipped with satellite radios and have established marketing plans to promote our services to these potential subscribers.

Leveraging this information, we have established targeted marketing plans to promote our services to these potential subscribers.

Our retail distribution strategy is designed to give consumers convenient access to our products, both online and in stores.

We sell satellite radios directly to consumers through our website.

Satellite radios are also marketed and distributed through national, regional and online retailers, such as Amazon.com.

Additionally, our satellite radios are marketed and distributed through national, regional and online retailers, such as Amazon.com.

Our Satellite Radio Systems

Our satellite radio systems are designed to provide clear reception in most areas of the continental United States despite variations in terrain, buildings and other obstructions.

Our satellite radio systems are designed to deliver clear reception across most areas of the continental United States despite variations in terrain, buildings and other obstructions.

We continually monitor our infrastructure and regularly evaluate improvements in technology.

4 unchanged sentences

Two of these satellites, FM-5 and FM-6, transmit our service on frequencies originally licensed by the Federal Communications Commission (the “FCC”) to Sirius, and two of these satellites, XM-5 and SXM-8, transmit our service on frequencies originally licensed by the FCC to XM.

Our XM-3 satellite serves as a spare for the XM system.

On December 13, 2020, our SXM-7 satellite was successfully launched and in-orbit testing of SXM-7 began on January 4, 2021.

During in-orbit testing of SXM-7, events occurred which caused failures of certain SXM-7 payload units.

The evaluation of SXM-7 concluded that the satellite would not function as intended.

SXM-7 remains in-orbit at its assigned orbital location, but is not being used to provide satellite radio service.

We have entered into agreements for the design, construction and launch of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12.

Our XM-3 satellite serves as a spare for the XM system, although we expect to de-orbit this satellite in 2025.

On December 5, 2024, our SXM-9 satellite was successfully launched and has completed in-orbit testing.

Our SXM-9 satellite has replaced our SXM-8 satellite in the XM constellation, with SXM-8 becoming an in-orbit spare.

We have entered into agreements for the design, construction and launch of three additional satellites, SXM-10, SXM-11 and SXM-12.

Construction of these satellites is underway, and those satellites are expected to be launched into geostationary orbits in 2025, 2026 and 2027, respectively.

Satellite Insurance.

We have procured insurance for SXM-9, SXM-10, SXM-11 and SXM-12 to cover the risks associated with each satellite's launch and first year of in-orbit operation.

We do not have insurance policies covering our other in-orbit satellites as we consider the premium costs to be uneconomical relative to the risk of satellite failure.

We have procured insurance for SXM-9, SXM-10, SXM-11 and SXM-12 to mitigate the risks associated with each satellite’s launch and first year of in-orbit operation.

We do not carry insurance policies covering our other in-orbit satellites as we consider the premium costs to be uneconomical relative to the risk of satellite failure.

Terrestrial Repeaters.

In some areas with high concentrations of tall buildings, such as urban centers, signals from our satellites may be blocked and reception of satellite signals can be adversely affected.

In some areas with high concentrations of tall buildings, such as urban centers, signals from our satellites may be blocked and reception can be adversely affected.

In other areas with a high density of next generation wireless systems our service may experience interference.

4 unchanged sentences

Our satellites are monitored, tracked and controlled by a third party satellite operator.

Our programming originates from studios in New York City, Los Angeles, Miami, Nashville and Washington D.C.

Our programming originates from studios in New York City (where our corporate headquarters are located), Los Angeles, Miami, Nashville, Las Vegas and Washington D.C.

and, to a lesser extent, from smaller studios in a variety of venues across the country.

Our corporate headquarters is in New York City.

We provide equipment to artists and hosts to enable remote creation and transmission of programming.

To facilitate flexibility, we provide equipment to artists and hosts to enable the creation and transmission of programming from other locations.

We do not manufacture radios.

3 unchanged sentences

Connected Vehicle Services

We provide connected vehicle services to several automakers.

Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers.

We offer a portfolio of location-based services through two-way wireless connectivity, including safety, security, convenience, maintenance and data services, remote vehicle diagnostics, and stolen or parked vehicle locator services.

We provide connected vehicle services to and on behalf of several automakers, enhancing the safety, security and driving experience for drivers while delivering marketing benefits to automakers and their dealers.

We support a portfolio of location-based services through two-way wireless connectivity, including safety, security, convenience, maintenance and data services, remote vehicle diagnostics, and stolen or parked vehicle locator services.

Subscribers to our connected vehicle services are not included in our subscriber count or subscriber-based operating metrics.

1 unchanged sentence

Commercial Accounts.

Our programming is available for commercial establishments.

Our wholly owned subsidiary, Cloud Cover Media, Inc.

(“Cloud Cover”), offers a music programming service for commercial establishments.

Commercial subscription accounts are also available through Pandora for Business and SiriusXM for Business, each of which offers a licensed, commercial-free music service for offices, restaurants and other business establishments.

Our music programming services are available for commercial establishments through our wholly owned subsidiary, Pandora Cloud Cover Media, Inc.

(“Cloud Cover”) and through Pandora for Business and SiriusXM for Business, each of which offers a licensed, commercial-free music service for offices, restaurants and other business establishments.

Satellite Television Service.

Certain of our music channels are offered as part of select programming packages on the DISH Network satellite television service.

We offer Travel Link, a suite of data services that includes graphical weather, fuel prices, sports schedules and scores and movie listings.

We offer Travel Link, a suite of data services that includes graphical weather updates, fuel prices, sports schedules and scores and movie listings.

Real-Time Traffic Services.

2 unchanged sentences

We offer real-time weather services in vehicles, boats and planes.

Commercial subscribers to the Sirius XM and Pandora programming services are included in our subscriber counts, respectively.

Commercial subscribers to the Cloud Cover music programming service are not included in our subscriber counts.

Subscribers to the DISH Network satellite television service are not included in our subscriber counts and subscribers to our Travel Link, real-time traffic services and real-time weather services are not included in our subscriber counts, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to our service.

Commercial subscribers to the SiriusXM and Pandora programming services are included in our subscriber counts, respectively.

Commercial subscribers to the Cloud Cover music programming service are included in our Pandora and Off-

platform subscriber counts.

Subscribers to the DISH Network satellite television service are not included in our subscriber counts nor are subscribers to our Travel Link, real-time traffic services and real-time weather services, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to our service.

Emergency Services .

In 2024, we acquired the licenses in the 2.3 GHz Wireless Communications Service (“WCS”) C and D Blocks from subsidiaries of AT&T.

This WCS spectrum consists of 5 MHz of unpaired blocks each, with “C block” being located at 2315-2320 MHz and “D block” being located at 2345-2350 MHz.

The transaction was subject to customary closing conditions, including certain approvals of, and waivers by, the FCC.

We intend to use the additional spectrum for public interest purposes, providing a satellite-delivered service to enhance the emergency communications capabilities of the Federal Emergency Management Agency (“FEMA”), furthering our essential public safety role.

The initial use of this spectrum will give FEMA access to secure bandwidth on our satellite radio system, allowing FEMA to have a new method of connectivity with its National Public Warning System network.

We also may use this spectrum for additional public safety communications and potentially other services in the future.

Sirius XM Canada

9 unchanged sentences

Streaming Radio and On-Demand Music Services

Pandora offers a personalized audio entertainment platform for each listener.

Users are able to create personalized stations and playlists and search and play songs and albums on-demand.

The Pandora service utilizes content programming algorithms, data collected from listeners, and attributes of the music to predict user music preferences, play content suited to the tastes of each listener, and introduce each listener to music consistent with the consumer's preferences.

Pandora offers a highly personalized audio entertainment platform allowing users to create customized stations and playlists while also enabling on-demand search and playback of songs and albums.

The Pandora service leverages advanced content programming algorithms, listener data, and music attributes to predict user music preferences, play content suited to the tastes of each listener, and introduce each listener to music consistent with the consumer's preferences.

The Pandora service is available on iOS and Android mobile devices, web browsers, and other internet connected devices.

1 unchanged sentence

Our Pandora service is also available in vehicles in the United States with smartphone connectivity.

Certain automakers now provide embedded streaming connectivity that supports and makes available the Pandora service in vehicles without the need for smartphone connectivity.

In addition, our Pandora service is integrated into consumer electronic, voice-based devices and smart speakers.

Certain automakers provide embedded streaming connectivity that supports and makes available the Pandora service in vehicles without the need for smartphone connectivity.

Additionally, our Pandora service is integrated into consumer electronic, voice-based devices and smart speakers.

The Pandora service is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).

18 unchanged sentences

SiriusXM Media

SiriusXM Media is an advertising sales group spanning our Sirius XM and Pandora audio entertainment services.

SiriusXM Media is an advertising sales group spanning our SiriusXM and Pandora audio entertainment services.

SiriusXM Media also serves as the exclusive advertising representative for other third party platforms and podcasters, including such major entities as SoundCloud and NBCUniversal.

SiriusXM Media has a reach of more than 160 million listeners, and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America.

SiriusXM Media is the exclusive advertising sales representative for our Sirius XM and Pandora platforms.

SiriusXM Media is the exclusive advertising sales representative for our SiriusXM and Pandora platforms.

In addition to subscription fees, Sirius XM derives revenues from advertising on select non-music channels.

3 unchanged sentences

SiriusXM Podcast Network

We license original podcasts from their creators, and we also provide podcast advertising services that generate revenue from over 450 shows.

We license original podcasts from their creators and provide podcast advertising services generating revenue from nearly 700 shows.

We create and distribute original podcasts licensed from third parties through platforms such as the iPhone podcast App.

11 unchanged sentences

Artificial Intelligence

We have begun to employ a number of artificial intelligence algorithms and technology that are designed to improve aspects of our operations, including a customer’s experience, and permit us to better understand and use our operating and financial data.

We are aware of the potential risks associated with the use of AI technology, including the risks relating to data security and the laws, rules and regulations governing privacy.

We believe that we have implemented systems to monitor for and prevent data access, including security incidents that result from the use of AI.

However, AI technology is evolving and, due to its inherent complexity, we may be exposed to operational and legal risks associated with the use of AI technologies.

See also Item 1A – Risk Factors – “We may use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.”

We face significant competition for listeners and advertisers in our Sirius XM business and our Pandora and Off-platform business, including from providers of radio and other audio services.

We utilize advanced artificial intelligence (“AI”) algorithms and technologies to enhance various aspects of our operations.

These enhancements include improving customer experience, optimizing our marketing execution, and enabling more effective analysis and use of our operating and financial data.

Given the evolving nature and complexity of AI technologies, there remains inherent operational and legal risks.

For more details, refer to Item 1A – Risk Factors – “We may use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations,” which highlights potential challenges in managing AI use, including reputational harm, competitive harm, legal liability and potential adverse effects on our results of operations.

We encounter substantial competition for both listeners and advertisers in our SiriusXM business and our Pandora and Off-platform business.

That competition includes a wide range of providers offering radio and other audio services.

The competition landscape underscores the need for constant innovation and differentiation in our content, technology and advertising solutions.

Competition for Subscribers and Listeners

Traditional AM/FM Radio

Our Sirius XM services and Pandora services compete with traditional AM/FM radio.

Our SiriusXM services and Pandora services compete with traditional AM/FM radio.

Traditional AM/FM radio has a well-established demand for its services and offers free broadcasts paid for by commercial advertising rather than by subscription fees.

3 unchanged sentences

Streaming and On-Demand Competitors

Streaming and on-demand services, including Amazon Prime, Apple Music, Spotify, TikTok and YouTube, compete with our Sirius XM and Pandora services.

Major online providers make high fidelity digital streams available at no cost or, in some cases, for less than the cost of a satellite radio subscription.

Streaming and on-demand services, including Amazon Prime, Apple Music, Spotify, TikTok and YouTube, compete with our SiriusXM and Pandora services.

The widespread deployment of Apple CarPlay and Android Auto has increased the visibility of these on-demand services in many vehicles and further strengthened their ability to compete with our SiriusXM and Pandora services for listeners.

Major online providers also make high fidelity digital streams available at no cost or, in some cases, for less than the cost of a satellite radio subscription.

Certain of these services include advanced functionality, such as personalization and customization and allow the user to access large libraries of content.

2 unchanged sentences

Advanced In-Dash Infotainment Systems

Nearly all automakers have deployed integrated multimedia systems in dashboards, including Apple CarPlay and Android Auto.

These systems combine control of audio entertainment from a variety of sources, including AM/FM/HD radio broadcasts, satellite radio, streaming radio, smartphone applications and stored audio, with other advanced applications.

Streaming radio and other data are typically connected to the system through an Internet-enabled smartphone or wireless modem installed in the vehicle, and the entire system may be controlled by touchscreen or voice recognition.

Nearly all automakers have deployed integrated multimedia systems in dashboards as well as projection technologies through Apple CarPlay and Android Auto.

These systems enhance the attractiveness of internet based competitors by making such applications more prominent, easier to access, and safer to use in vehicles.

2 unchanged sentences

These services are targeted to fixed locations, mostly in-home, but also include mobile entertainment.

The radio service offered by direct broadcast satellite and cable audio is often included as part of a package of digital services with video service, and video customers generally do not pay an additional monthly charge for the audio service.

In addition, other services offered by these providers, such as cable television, on-demand video streaming, and interactive video games compete with our services to the extent they utilize existing or potential users' and listeners' time that could otherwise be allocated to the use of our Sirius XM or Pandora services.

service offered by direct broadcast satellite and cable audio is often included as part of a package of digital services with video service, and video customers generally do not pay an additional monthly charge for the audio service.

In addition, other services offered by these providers, such as cable television, on-demand video streaming, and interactive video games, compete with our services to the extent they utilize existing or potential users' and listeners' time that could otherwise be allocated to the use of our SiriusXM or Pandora services.

Other Digital Media Services

The audio entertainment marketplace continues to evolve rapidly, with a steady emergence of new media platforms that compete with both our Sirius XM and Pandora services now or that could compete with those services in the future.

The audio entertainment marketplace continues to evolve rapidly, with a steady emergence of new media platforms that compete with both our SiriusXM and Pandora services now or that could compete with those services in the future.

Traffic Services

For our Sirius XM business, a number of providers compete with our traffic services, particularly smartphones offering GPS mapping with sophisticated data-based turn navigation.

For our SiriusXM business, a number of providers compete with our traffic services, particularly smartphones offering GPS mapping with sophisticated data-based turn navigation.

Connected Vehicle Services

Our Sirius XM connected vehicle services business operates in a highly competitive environment and competes with several providers as well as with products being developed for vehicles by automakers and other third parties.

Our SiriusXM connected vehicle services business operates in a highly competitive environment and competes with several providers as well as with products being developed for vehicles by automakers and other third parties.

OnStar, a division of General Motors, also offers connected vehicle services in GM vehicles.

2 unchanged sentences

Competition for Advertisers

Our competition for advertisers includes large scale online advertising platforms such as Amazon, Facebook and Google;

Our competition for advertisers includes large scale online advertising platforms such as Amazon, Facebook, YouTube and Google;

connected television (CTV) providers;

traditional media companies such as television broadcasters and national print outlets;

1 unchanged sentence

podcast distributors and networks;

and companies in the broadcast radio market.

and companies in the audio entertainment market.

We compete against these providers for advertisers on the basis of several factors, including advertisers’ overall budgets, perceived return on investment, effectiveness and relevance of our advertising platforms, the amount and scope of our data on listeners, price, delivery of large volumes or precise types of advertisements to targeted demographics, transactional capabilities and reporting capabilities.

6 unchanged sentences

We believe we comply with all of our obligations under all applicable laws and regulations.

Our Sirius XM Business

Our SiriusXM Business

As operators of a privately-owned satellite system, we are regulated by the FCC under the Communications Act of 1934, principally with respect to:

3 unchanged sentences

satellites and satellite radio services.

Any assignment or transfer of control of our FCC licenses must be approved by the FCC.

The transaction described above under the heading “Liberty Media Split-Off Transaction” involves a transfer of our FCC licenses and must be approved by the FCC.

On December 29, 2023 and January 2, 2024, Liberty Media and New Sirius filed applications with the FCC for those approvals.

On January 26, 2024, the FCC began the process of releasing the applications for public comment.

Any assignment or transfer of control of our FCC licenses must be approved in advance by the FCC.

The FCC's order approving our merger with XM Satellite Radio Holdings Inc.

2 unchanged sentences

In 1997, we were the winning bidders for FCC licenses to operate a satellite digital audio radio service and provide other ancillary services.

Our FCC licenses for our FM-5 satellite expires in 2025, our FM-6 satellite license expires in 2030, our XM-3 satellite license expires in 2026, our XM-5 satellite license expires in 2026, and our SXM-8 satellite license expires in 2029.

Our SXM-7 satellite license expires in 2029, although SXM-7 is not in active use due to payload failures that occurred during in-orbit testing.

We anticipate that, absent significant misconduct on our part, the FCC will renew our licenses to permit operation of our satellites for their useful lives, and grant licenses for any replacement satellites.

4 unchanged sentences

We are required to obtain export licenses or other approvals from the United States government to export certain equipment, services and technical data related to our satellites and their operations.

The transfer of such equipment, services and technical data outside the United States or to foreign persons is subject to strict export control and prior approval

requirements from the United States government (including prohibitions on the sharing of certain satellite-related goods and services with China).

The transfer of such equipment, services and technical data outside the United States or to foreign persons is subject to strict export control and prior approval requirements from the United States government (including prohibitions on the sharing of certain satellite-related goods and services with China).

Changes in law or regulations relating to communications policy or to matters affecting our services could adversely affect our ability to retain our FCC licenses or the manner in which we operate.

2 unchanged sentences

holders of musical compositions copyrights (that is, the music and lyrics) and holders of sound recordings copyrights (that is, the actual recording of a work).

Our Sirius XM and Pandora services use both statutory and direct music licenses as part of their businesses.

We license varying rights - such as performance and mechanical rights - for use in our Sirius XM and Pandora services based on the various radio and interactive services they offer.

Set forth below is a brief overview of the music composition and sound recording licenses employed by our Sirius XM and Pandora services.

These music licensing arrangements are complex and the description below is only a summary of these complicated licensing arrangements.

Our SiriusXM and Pandora services use both statutory and direct music licenses as part of their businesses.

We license varying rights - such as performance and mechanical rights - for use in our SiriusXM and Pandora services based on the various radio and interactive services they offer.

Set forth below is a brief overview of the complex licensing arrangements for music composition and sound recording rights for our SiriusXM and Pandora services.

The description below is only a summary of these complex licensing arrangements.

Musical Compositions:

6 unchanged sentences

however, mechanical rights can also be licensed directly.

The changing market for musical compositions may have an adverse effect on our Sirius XM and Pandora services, including increasing our costs and limiting the musical works available to us.

Sirius XM Service.

SiriusXM Service .

We have arrangements with ASCAP, BMI, SESAC and GMR to license the musical compositions we perform on our satellite radio and streaming services.

Our Sirius XM business does not require a mechanical license.

Currently, we have an interim license with BMI.

While we were negotiating rates and terms with BMI, in September 2024, BMI filed a Petition in the United States District Court for the Southern District of New York requesting a determination under the Consent Decree with the Department of Justice to which BMI is subject that the rates it quoted in May 2023 for the license requested by Sirius XM are reasonable or, in the alternative, for an order setting reasonable rates for Sirius XM’s public performance of songs in the BMI repertoire.

Our SiriusXM business does not require mechanical licenses.

Pandora Services .

We have arrangements with ASCAP, BMI, SESAC, GMR and a variety of other copyright owners to license the musical compositions performance rights we use on our Pandora services.

For our Pandora ad-supported radio service, certain copyright holders receive as a performance royalty their usage-based and ownership-based share of a royalty pool equal to 21.5% of the content acquisition costs that we pay for sound recordings on our ad-supported service and others receive a fixed fee.

Pandora must also license reproduction rights, which are also referred to as mechanical rights, to offer the interactive features of the Pandora services.

We have not agreed on the rates and terms for definitive licenses between Pandora and either ASCAP or BMI.

Currently, we have interim licenses with ASCAP and BMI relating to Pandora.

For our Pandora ad-supported radio service, certain copyright holders receive as a performance royalty a fee based on usage and their ownership share of the works that Pandora plays, and other copyright holders receive a fixed fee.

Pandora must also license mechanical rights to offer the interactive features of the Pandora services.

For our Pandora subscription services, copyright holders receive payments for these rights at the rates determined in accordance with the statutory license set forth in Section 115 of the United States Copyright Act.

5 unchanged sentences

(“SoundExchange”), an organization which negotiates licenses, and collects and distributes royalties on behalf of record companies and performing artists.

SiriusXM and Pandora Non-Interactive Streaming Businesses .

In January 2024, the CRB commenced a rate setting proceeding covering the statutory license for non-interactive streaming services for the period from January 1, 2026 through December 31, 2030.

In September 2024, we filed our direct case in that proceeding and requested the CRB to set a royalty rate payable by us under the statutory license covering the performance of sound recordings over non-interactive streaming services and proposed $0.0018 per performance for ad-supported services and $0.0020 per performance for subscription services.

Our proposed rates are a reduction from the current rates of $0.0025 per performance for ad-supported services and $0.0031 per performance for subscription services.

In September 2024, SoundExchange also filed its direct case in the proceeding and requested the CRB to set a royalty rate under the statutory license of $0.0034 per performance for ad-supported services and $0.0037 per performance for subscription services, in each case subject to annual increases based on the consumer price index.

A hearing before the CRB in this proceeding is scheduled for 2025.

Interactive streaming services, such as Pandora Plus and Pandora Premium, do not qualify for the statutory license and those services must negotiate direct license arrangements with the owners of copyrights in sound recordings.

Sirius XM Business .

For the ten-year period commencing January 1, 2018 and ending on December 31, 2027, the CRB set the royalty rate payable by us under the statutory license covering the performance of sound recordings over our Sirius XM satellite radio service, and the making of ephemeral (server) copies in support of such performances, to be 15.5% of gross revenues, subject to exclusions and adjustments.

SiriusXM Satellite Radio Business .

For the ten-year period commencing January 1, 2018 and ending on December 31, 2027, the CRB set the royalty rate payable by us under the statutory license covering the performance of sound recordings over our SiriusXM satellite radio service, and the making of ephemeral copies in support of such performances, to be 15.5% of gross revenues, subject to exclusions and adjustments.

The revenue subject to royalty includes subscription revenue from our U.S.

1 unchanged sentence

The rates and terms permit us to reduce the payment due each month for those sound recordings that are separately licensed and sound recordings that are directly licensed from copyright owners and exclude from our revenue certain other items, such as royalties paid to us for intellectual property, sales and use taxes, bad debt expense and generally revenue attributable to areas of our business that do not involve the use of copyrighted sound recordings.

In 2023, we paid a per performance rate for the streaming of certain sound recordings of $0.0030 on our Sirius XM streaming service which increased from $0.0028 in 2022.

In 2024, we expect to pay a per performance rate for the streaming of certain sound recordings of $0.0031 on our Sirius XM streaming service.

In 2024, we paid a per performance rate for the streaming of certain sound recordings of $0.0031 on our SiriusXM streaming service which increased from $0.0030 in 2023.

In 2025, we expect to pay a per performance rate for the streaming of certain sound recordings of $0.0032 on our SiriusXM streaming service.

Pandora Services.

3 unchanged sentences

The royalty rates under many of those direct licenses, which cover a large majority of the sound recordings that we perform on Pandora, are indexed to the statutory rates established by the CRB.

Sirius XM Business

SiriusXM Business

We have registered, and intend to maintain, the trademarks “Sirius”, “XM”, “SiriusXM” and “SXM” with the United States Patent and Trademark Office in connection with the services we offer.

11 unchanged sentences

We employ a diverse workforce, composed of individuals with different identities, experiences, perspectives and priorities.

Together, we represent different dimensions of diversity and we are committed to fostering an environment where all of our employees can thrive and reach their full potential.

Together, we represent different dimensions of diversity and are committed to fostering an environment where all of our employees can thrive and reach their full potential.

We encourage our employees to voluntarily self-identify their gender, race, ethnicity, veteran and disability status.

1 unchanged sentence

As of December 31, 2024, 42.2% of our employees identified as women and 40.4% identified as people of color (African American, Latinx, Asian, and Native American).

At our executive leadership level (which we define as employees at the vice president and above level), 33.4% of our employees identified as women and 17% identified as people of color.

We are focused on increasing the representation of women and people of color at all levels of our organization.

We do this by promoting SiriusXM as an employer of choice through a number of different efforts.

In 2023, we attended professional conferences such as Grace Hopper and AfroTech, and sponsored events with organizations, including Sistas in Sales, in an effort to facilitate connections with diverse talent.

We also engage with Historically Black Colleges and Universities and provide full-time entry-level job opportunities for their graduates through our Pathways program.

Our hiring managers and recruiters are trained on inclusive hiring practices and eliminating unconscious biases in the hiring process.

At our executive leadership level (which we define as employees at the vice president and above level), 36.1% of our employees identified as women and 16.8% as people of color.

We promote SiriusXM as an employer of choice through a number of different efforts.

We attend professional conferences and engage with a broad set of third-party organizations to encourage applicants with a wide range of experiences and backgrounds.

Many of our employees are members of our employee resource groups, known as SiriusXM Communities, which were established for the purpose of supporting, nurturing, and empowering under-represented members of our workforce.

We have been named to Worklife 50, NY Crain's Excellence in Diversity and Inclusion, Newsweek's America's Greatest Workplaces for Diversity in 2024, and for many years as a best place to work for LGBTQIA+ equality by the Human Rights Campaign's Corporate Equality Index.

We prioritize cultural awareness, celebrate diversity, and educate our workforce on our anti-harassment and discrimination policies.

We prioritize cultural awareness, celebrate inclusion and diversity, and educate our workforce on our anti-harassment and discrimination policies.

Our policies are designed to protect against discrimination based upon sex, gender, race, color, religion and religious creed, national origin, ancestry, physical or mental disability, genetic information, age, marital status, pregnancy, sexual orientation, gender identity, gender expression, sex stereotype, transgender, immigration status, military and protected veteran status, medical condition, or any basis prohibited under federal, state or local law.

We also host mandatory Conscious Inclusion training and we offer our “Can We Talk?” program, both of which are designed to explore bias and its impact, increase cultural awareness, invite open dialogue, and promote inclusive behaviors in our workplace.

We also host Conscious Inclusion training and we offer our “Can We Talk?” program, both of which are designed to explore bias and its impact, increase cultural awareness, invite open dialogue, and promote inclusive behaviors in our workplace.

We also comply with the FCC’s Equal Employment Opportunity (“EEO”) rules, including making our EEO reports publicly available.

7 unchanged sentences

We are a results-driven organization and we believe that recognition and reward are key to generating a sense of pride and accountability.

Through our engagement surveys and other communication channels, we have learned a tremendous amount about our workforce and this knowledge shaped the people-focused initiatives we prioritized in 2023.

We believe that our culture is a long-term competitive advantage for us, fuels our ability to execute, and underpins our employee talent strategy.

Through our engagement surveys and other communication channels, we have learned about our workforce and this knowledge shaped the people-focused initiatives we prioritized in 2024.

We believe that our culture fuels our ability to execute, and underpins our employee talent strategy.

How We Reward and Develop Our People

3 unchanged sentences

Our compensation programs, which vary by employee level, include salary, incentive compensation opportunities, and equity-based compensation awards.

In addition, our benefits programs are competitive for the markets in which we operate and may include healthcare and insurance benefits, paid time off, paid parental leave, fertility resources, advocacy resources, flexible work schedules, and employee assistance programs.

In addition, we believe our benefits programs are competitive for the markets in which we operate and may include healthcare and insurance benefits, paid time off, paid parental leave, fertility resources, flexible work schedules, and employee assistance programs.

We have robust talent development offerings, including training opportunities, access to LinkedIn Learning which offers an extensive content library, a mentorship program, leadership development programs, and a performance feedback program.

Our talent development programs include a comprehensive goal-setting process, a career path framework, skills and core competency assessments, and custom learning paths.

Additionally, through mentoring programs, specialized management

training and leadership coaching, we nurture the professional growth of our employees.

We also sponsor external leadership training opportunities for employees from underrepresented backgrounds.

Our talent development programs include a goal-setting process, a career path framework, skills and core competency assessments, and custom learning paths.

Additionally, through mentoring programs, specialized management training and leadership coaching, we nurture the professional growth of our employees.

Succession planning is a priority for our leaders.

4 unchanged sentences

Employee, Social Equity, and Corporate;

and through these focus areas, we are able to give directly or bolster employee giving efforts.

and through these focus areas, we give directly or bolster employee giving efforts.

Through our focus on the Employee, we invite employees to give to the causes most meaningful to them.

We have a charitable matching program which offers employees a dollar for dollar match on their charitable contributions up to a specific threshold.

We have a charitable matching program that offers employees a dollar for dollar match on their charitable contributions up to a specific cap.

In addition, full-time employees are eligible to receive five days of paid time off to volunteer with charitable organizations of their choice.

During 2024, over 590 employees volunteered over 8,400 hours, and over 680 employees utilized our charitable matching program, benefiting more than 860 charitable organizations.

In alignment with our Social Equity and Corporate focus areas, SiriusXM Cares has contributed to a variety of organizations over the past three years.

These organizations, which combat racial injustice, promote social equality, provide education, or facilitate hiring of underrepresented individuals, include The Apollo Theater, The Smithsonian Institute’s National Museum of African American History and Culture, Save The Music, Huston-Tillotson University, Asian Americans Advancing Justice, South Asian Americans Leading Together, the Alliance for Women in Media, the Human Rights Campaign, TASH (an international advocacy association of people with disabilities, their family members, other advocates, and people who work in the disability field), the League of United Latin American Citizens, the Native American Rights Fund, The Warrior Alliance, the AutoNation Foundation, the St.

Thomas Aquinas College Social Justice Center, United Jewish Appeal Federation of Jewish Philanthropies of NY, Inc., City of Hope, United States Holocaust Memorial Museum, The Last Mile, Girls Who Code, Paley Center for Media, Hunter College, Boys & Girls Club of Metro Queens, Boys & Girls Club of America, Fam Frequency Productions, Reaching Early Creatives, Volunteers of America- Greater New York, and Sounds of Saving.

In alignment with our Social Equity and Corporate focus areas, SiriusXM Cares has contributed to a variety of organizations over the past four years.

Our Health, Safety and Well-Being

4 unchanged sentences

Our internet address is www.siriusxm.com.

Our annual, quarterly and current reports, and any amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be accessed free of charge through our website as soon as reasonably practicable after we have electronically filed or furnished such material with the SEC.

Our annual, quarterly and current reports, and any amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, may be accessed free of charge through our website as soon as reasonably practicable after we have electronically filed or furnished such material with the SEC.

The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Siriusxm.com (including any other reference to such address in this Annual Report) is an inactive textual reference only, meaning that the information contained on or accessible from the website is not part of this Annual Report on Form 10-K and is not incorporated in this report by reference.

Siriusxm.com (including any other reference to such address in this Annual Report on Form 10-K) is an inactive textual reference only, meaning that the information contained on or accessible from the website is not part of this Annual Report on Form 10-K and is not incorporated in this report by reference.

We may use our website as a distribution channel of material company information.

6 unchanged sentences

Greenstein 65 President, Chief Content Officer

57 Executive Vice President and Chief Financial Officer

Barry 58 Executive Vice President and Chief Financial Officer

Donnelly 63 Executive Vice President, General Counsel and Secretary

Joseph Inzerillo

51 Chief Product and Technology Officer

Verbrugge 54 Chief Commercial Officer

Thorsen 52 Executive Vice President and Chief Operating Officer

Witz has served as our Chief Executive Officer since January 1, 2021.

20 unchanged sentences

Donnelly has served as our Executive Vice President, General Counsel and Secretary, since May 1998.

From June 1997 to May 1998, he was Vice President and Deputy General Counsel of ITT Corporation, a hotel, gaming and entertainment company that was acquired by Starwood Hotels & Resorts Worldwide, Inc.

From June 1997 to May 1998, he was Vice President and Deputy General Counsel of ITT Corporation, a hotel, gaming and

entertainment company that was acquired by Starwood Hotels & Resorts Worldwide, Inc.

in February 1998.

2 unchanged sentences

Donnelly was an attorney at the law firm of Simpson Thacher & Bartlett LLP.

Joseph Inzerillo has served as our Chief Product and Technology Officer since January 2022.

Prior to that, Mr.

Inzerillo was the Executive Vice President & Chief Technology Officer – Disney Streaming since 2017.

Prior to that, Mr.

Inzerillo held a variety of senior technology positions at Major League Baseball and its subsidiaries.

From 2015 to 2017, Mr.

Inzerillo served as Executive Vice President & Chief Technology Officer of BAMTech Media, a distributor of direct-to-consumer video and a provider of video streaming solutions.

Inzerillo was the Chief Technology Officer of Major League Baseball Advanced Media, LP from 2014 through 2015, and the Senior Vice President of Multimedia Distribution of that entity from 2006 to 2014.

During his tenure at Major League Baseball Advanced Media, LP, Mr.

Inzerillo also served as Chief Technology Officer for Major League Baseball.

Inzerillo started his career with the Chicago White Sox and was the Chief Technology Officer of the United Center, home of the Chicago Bulls and Chicago Blackhawks.

Verbrugge has served as our Chief Commercial Officer since June 2022 and has served in many senior positions during his 20-year career with us .

Verbrugge served as our Executive Vice President, SXM Digital Subscriptions, from January 2022 until June 2022;

as our Executive Vice President, Sales and Development, from October 2020 until January 2022;

as our Executive Vice President, Division President, Connected Vehicle, from March 2019 until October 2020;

as our Executive Vice President and General Manager, Emerging Business, from April 2017 until March 2019;

and as our Executive Vice President, Sales and Development, from December 2015 until April 2017.

From September 2004 through December 2015, Mr.

Verbrugge served in various senior positions for us and XM Satellite Radio Holdings Inc.

Verbrugge was a

consultant with The Dealy Strategy Group LLC, a management consulting firm specializing in international satellite communications and information services companies, from 1999 until 2004.

Verbrugge is a member of the board of directors of Stride, Inc., a provider of tech-enabled education solutions, and serves on its compensation committee.

Thorsen has served as our Executive Vice President and Chief Operating Officer since December 2024.

He served as the Executive Vice President and Chief Business Officer of ADT Inc., a leading provider of security, interactive, and smart home solutions in the United States, from January 2023 until December 2024.

From May 2018 until January 2023, Mr.

Thorsen served as Vice President, Devices and Services Business Development, at Google Inc., a subsidiary of Alphabet Inc.

Prior to that, he was Senior Vice President, Marketing and Strategic Partnerships, at Social Finance, Inc.

(the predecessor of SoFi Technologies, Inc.), a personal finance company, from 2017 to 2018.

Prior to that he held leadership roles at Rune, Inc., a software company, Viacom, Inc., a multinational media and entertainment company, Telefónica Digital, the digital business unit of Telefónica, a global telecommunications company, BlueKai, a data management company for marketers, and Microsoft, the multinational technology company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business