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Issuer Purchases of Equity Securities
−Removed: As of December 31, 2023, 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.
−Removed: 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.
−Removed: As of December 31, 2023, our cumulative repurchases since December 2012 under our stock repurchase program totaled 3.7 billion shares for approximately $16.8 billion, and approximately $1.2 billion remained available under our existing $18.0 billion stock repurchase program.
−Removed: The size and timing of our repurchases will be based on a number of factors, including price and business and market conditions.
−Removed: There were no purchases of equity securities registered pursuant to Section 12 of the Exchange Act during the quarter ended December 31, 2023.
+Added: 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, 2024.
+Added: 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)
+Added: October 1, 2024 - October 31, 2024
+Added: — $ — — $ 1,166,487,722
+Added: November 1, 2024 - November 30, 2024
+Added: — $ — — $ 1,166,487,722
+Added: December 1, 2024 - December 31, 2024
+Added: 300,609 $ 22.71 300,609 $ 1,159,660,534
+Added: Total 300,609 $ 22.71 300,609
+Added: a) These amounts include fees and commissions associated with the shares repurchased.
+Added: All of these repurchases were made pursuant to our share repurchase program.
+Added: Prior to the closing of the Transactions, the board of directors of Old Sirius had approved the repurchase of an aggregate of $18.0 billion of its common stock.
+Added: As of the closing of the Transactions, Old Sirius' cumulative repurchases since December 2012 under that stock repurchase program totaled 373 million shares for $16.8 billion, and $1.166 billion remained available under that stock repurchase program.
+Added: The stock repurchase program of Old Sirius was terminated on the closing date of the Transactions.
+Added: On September 10, 2024, we announced that our board of directors had approved for repurchase an aggregate of $1.166 billion of our common stock.
+Added: The board of directors did not establish an end date for this stock repurchase program.
+Added: 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 in accelerated stock repurchase transactions, or otherwise.
+Added: We intend to fund any stock repurchases through a combination of cash on hand, cash generated by operations and future borrowings.
+Added: The size and timing of any purchases will be based on a number of factors, including price and business and market conditions.
COMPARISON OF CUMULATIVE TOTAL RETURNS
−Removed: 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, and the S&P 500 Media & Entertainment Index, the published industry index we use, from December 31, 2018 to December 31, 2023.
−Removed: The graph assumes that $100 was invested on December 31, 2018 in each of our common stock, the S&P 500 and the S&P 500 Media & Entertainment Index .
−Removed: In November 2016, we paid our first quarterly dividend.
+Added: 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, and the S&P 500 Media & Entertainment Index, the published industry index we previously used for the purposes of the SEC rules, and the S&P 1500 Media & Entertainment Index, the new published industry index we have selected to use, from December 31, 2019 to December 31, 2024.
+Added: The graph assumes that $100 was invested on December 31, 2019, in each of our common stock, the S&P 500, the S&P 500 Media & Entertainment Index and the S&P 1500 Media and Entertainment Index .
+Added: The information in the graph represents the performance of the common stock of Old Sirius for the period from December 31, 2019 to September 9, 2024, the closing of the Transactions, and the performance of our common stock from September 10, 2024 to December 31, 2024.
+Added: We determined to change the published industry index used for the required performance graph to the S&P 1500 Media & Entertainment Index following a review by the Compensation Committee’s independent consultants, Meridian Compensation Partners, LLC, to identify the most-appropriate index for determining a part of our executive compensation awards.
+Added: This review concluded that the S&P 1500 Media & Entertainment Index was more closely aligned with companies in our executive compensation peer group than the S&P 500 Media & Entertainment Index.
+Added: From an investor perspective, the S&P 1500 Media & Entertainment Index also was found to consist of additional companies that more closely aligned as peers than those contained in the S&P 500 Media & Entertainment Index and other alternatives that were tested, supporting its relevance to investors for relative capital-market performance comparisons.
Our board of directors expects to declare regular quarterly dividends.
Stockholder Return Performance Table
+Added: S&P 1500 Media & Entertainment Index
S&P 500 Index S&P 500 Media & Entertainment Index Sirius XM Holdings Inc.
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December 31, 2024 $ 213.02 $ 182.05 $ 216.58 $ 36.14
+Added: This performance graph shall not be deemed “soliciting material” or “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act.
Equity Compensation Plan Information
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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.