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Item 9A. Controls and Procedures

2025-01-30 compared with 2024-02-01 · 904 added, 703 removed, 995 unchanged (62% of the section changed)

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OTHER INFORMATION

Rule 10b5-1 Plan Elections

On November 1, 2024 , Kristina Salen , a member of our Board of Directors , entered into a 10b5-1 sales plan (the “Salen 10b5-1 Sales Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Salen 10b5-1 Sales Plan will be in effect until the earlier of (1) June 30, 2025 and (2) the date on which an aggregate of 3,229 shares of our common stock have been sold under the Salen 10b5-1 Sales Plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Election of Directors and Item 2.

Ratification of Independent Registered Public Accountants , which we expect to file with the Securities and Exchange Commission prior to May 1, 2024.

Ratification of Independent Registered Public Accountants , which we expect to file with the Securities and Exchange Commission prior to April 30, 2025.

Code of Ethics

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The information required by this Item 11 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2025 annual meeting of stockholders set forth under the captions Item 1.

Election of Directors and Executive Compensation , which we expect to file with the Securities and Exchange Commission prior to May 1, 2024.

Election of Directors and Executive Compensation , which we expect to file with the Securities and Exchange Commission prior to April 30, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Certain information required by this Item 12 is set forth under the heading “Equity Compensation Plan Information” in Part II, Item 5, of this Annual Report on Form 10-K.

The additional information required by this Item 12 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2024 annual meeting of stockholders set forth under the caption Stock Ownership , which we expect to file with the Securities and Exchange Commission prior to May 1, 2024.

The additional information required by this Item 12 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2025 annual meeting of stockholders set forth under the caption Stock Ownership , which we expect to file with the Securities and Exchange Commission prior to April 30, 2025.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2025 annual meeting of stockholders set forth under the captions Governance of the Company and Item 1.

Election of Directors , which we expect to file with the Securities and Exchange Commission prior to May 1, 2024.

Election of Directors , which we expect to file with the Securities and Exchange Commission prior to April 30, 2025.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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The information required by this Item 14 is incorporated in this report by reference to the applicable information in our definitive proxy statement for the 2025 annual meeting of stockholders set forth under the caption Item 2.

Ratification of Independent Registered Public Accountants - Principal Accountant Fees and Services , which we expect to file with the Securities and Exchange Commission prior to May 1, 2024.

Ratification of Independent Registered Public Accountants - Principal Accountant Fees and Services , which we expect to file with the Securities and Exchange Commission prior to April 30, 2025.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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Exhibit Description

2.1 Certificate of Ownership and Merger, dated as of January 12, 2011, merging XM Satellite Radio Inc.

with and into Sirius XM Radio Inc.

(incorporated by reference to Exhibit 3.1 to Sirius XM Radio Inc.’s Current Report on Form 8-K filed on January 12, 2011 (File No.

2.2 Agreement and Plan of Merger, dated as of November 14, 2013, by and among Sirius XM Radio Inc., Sirius XM Holdings Inc.

and Sirius XM Merger Sub Inc.

(incorporated by reference to Exhibit 2.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on November 15, 2013 (File No.

2.3 Agreement and Plan of Merger and Reorganization by and among Sirius XM Holdings Inc., Pandora Media, Inc.

and White Oaks Acquisition Corp., dated as of September 23, 2018 (incorporated by reference to Exhibit 2.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 24, 2018 (File No.

Reorganization Agreement, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation and Liberty Sirius XM Holdings Inc.

(incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on December 13, 2023 (File No.

First Amendment, dated as of June 16, 2024, to the Reorganization Agreement, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation and Liberty Sirius XM Holdings Inc.

(incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on June 17, 2024 (File No.

Agreement and Plan of Merger, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation, Liberty Sirius XM Holdings Inc.

and Radio Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on December 13, 2023 (File No.

3.1 Amended and Restated Certificate of Incorporation of Sirius XM Holdings Inc.

(incorporated by reference to Exhibit 3.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on November 15, 2013 (File No.

3.2 Amended and Restated By-Laws of Sirius XM Holdings Inc.

(incorporated by reference to Exhibit 3.2 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on November 15, 2013 (File No.

4.1 Form of certificate for shares of Sirius XM Holdings Inc.’s common stock (incorporated by reference to Exhibit 4.1 to Sirius XM Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013 (File No.

First Amendment, dated as of June 16, 2024, to the Agreement and Plan of Merger, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation, Liberty Sirius XM Holdings Inc.

and Radio Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on June 17, 2024 (File No.

3.1 Amended and Restated Certificate of Incorporation of Liberty Sirius XM Holdings Inc.

(incorporated by reference to Exhibit 3.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No.

3.2 Amended and Restated Bylaws of Liberty Sirius XM Holdings Inc.

(incorporated by reference to Exhibit 3.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No.

4.1 Indenture, dated as of July 5, 2017, among Sirius XM Radio Inc., the guarantors named therein and U.S.

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Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K dated August 16, 2021 (File No.

4.7 Indenture, dated as of March 10, 2023, between Liberty Media Corporation and U.S.

Bank Trust Company, National Association, as trustee, relating to Liberty Media Corporation’s 3.75% Convertible Senior Notes due 2028 (incorporated by reference to Exhibit 4.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No.

4.8 First Supplemental Indenture, dated as of September 9, 2024, among Liberty Media Corporation, Liberty Sirius XM Holdings Inc.

Bank Trust Company, National Association, as trustee, relating to Liberty Media Corporation’s 3.75% Convertible Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No.

Exhibit Description

4.9 Indenture, dated as of November 26, 2019, between Liberty Media Corporation and U.S.

Bank, National Association, as trustee, relating to Liberty Media Corporation’s 2.75% Exchangeable Senior Debentures due 2049 (incorporated by reference to Exhibit 4.3 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No.

4.10 First Supplemental Indenture, dated as of August 30, 2024, between Liberty Media Corporation and U.S.

Bank Trust Company, National Association, as trustee, relating to Liberty Media Corporation’s 2.75% Exchangeable Senior Debentures due 2049 (incorporated by reference to Exhibit 4.4 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No.

4.11 Second Supplemental Indenture, dated as of September 9, 2024, among Liberty Media Corporation, Liberty Sirius XM Holdings Inc.

Bank Trust Company, National Association, as trustee, relating to Liberty Media Corporation’s 2.75% Exchangeable Senior Debentures due 2049 (incorporated by reference to Exhibit 4.5 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No.

4.12 Investment Agreement, dated as of February 17, 2009, between Sirius XM Radio Inc.

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and Liberty Radio LLC, dated as of November 15, 2013 (incorporated by reference to Exhibit 4.15 to Sirius XM Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013 (File No.

4.10 Description of Registrant's Securities (incorporated by reference to Exhibit 4.15 to Sirius XM Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

Reorganization Agreement, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation and Liberty Sirius XM Holdings Inc.

(incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on December 13, 2023 (File No.

Exhibit Description

10.2 Voting Agreement, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation, Liberty Sirius XM Holdings Inc.

and each of The John C.

Malone 1995 Revocable Trust, The Leslie A.

Malone 1995 Revocable Trust, The Malone Family Land Preservation Foundation and John C.

Malone June 2003 Charitable Remainder Unitrust (incorporated by reference to Exhibit 10.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on December 13, 2023 (File No.

4.14 Description of Registrant's Securities (incorporated by reference to the Registrant’s Form 8-A filed on September 9, 2024 (File No.

10.1 Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A.

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2023 (File No.

Exhibit Description

Amendment No.

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2024 (File No.

Amendment No.

9, dated as of January 26, 2024, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders parties thereto (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on January 29.

2024 (File No.

Technology Licensing Agreement among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc., WorldSpace Management Corporation and American Mobile Satellite Corporation, dated as of January 1, 1998, amended by Amendment No.

1 unchanged sentence

1 to XM Satellite Radio Holdings Inc.’s Registration Statement on Form S-1 (File No.

Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to Sirius XM Radio Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No.

XM Satellite Radio Holdings Inc.

2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to XM Satellite Radio Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No.

Form of Non-Qualified Stock Option Agreement pursuant to the XM Satellite Radio Holdings Inc.

2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to XM Satellite Radio Holdings Inc.’s Current Report on Form 8-K filed June 1, 2007 (File No.

Form of Restricted Stock Agreement pursuant to the XM Satellite Radio Holdings Inc.

2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to XM Satellite Radio Holdings Inc.’s Current Report on Form 8-K filed June 1, 2007 (File No.

Sirius XM Radio 401(k) Savings Plan, January 1, 2009 Restatement (incorporated by reference to Exhibit 10.30 to Sirius XM Radio Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No.

Exhibit Description

Sirius XM Radio Inc.

2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 4.9 to Sirius XM Radio Inc.’s Registration Statement on Form S-8 (File No.

333-160386)).

Sirius XM Holdings Inc.

2015 Long-Term Stock Incentive Plan (incorporated by reference to Appendix A to Sirius XM Holdings Inc.’s definitive Proxy Statement on Schedule 14A filed on April 6, 2015 (File No.

Form of Director Non-Qualified Stock Option Agreement pursuant to the Sirius XM Radio Inc.

2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.34 to Sirius XM Radio Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No.

Form of Director Non-Qualified Stock Option Agreement pursuant to the Sirius XM Holdings Inc.

2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to Sirius XM Holdings Inc.’s Annual Report for the year ended December 31, 2014 (File No.

Form of Non-Qualified Stock Option Agreement pursuant to the Sirius XM Radio Inc.

2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.35 to Sirius XM Radio Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No.

Form of Non-Qualified Stock Option Agreement pursuant to the Sirius XM Holdings Inc.

2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to Sirius XM Holdings Inc.’s Annual Report filed for the year ended December 31, 2014 (File No.

Form of Director Non-Qualified Stock Option Agreement pursuant to the Sirius XM Holdings Inc.

2015 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to Sirius XM Holdings Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No.

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2015 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.26 to Sirius XM Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2016 (001-34295)).

Form of Option Award Agreement between Sirius XM Radio Inc.

Meyer (incorporated by reference to Exhibit 10.1 to Sirius XM Radio Inc.’s Current Report on Form 8-K filed October 16, 2009 (File No.

Employment Agreement, dated as of November 21, 2022 between Sirius XM Radio Inc.

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Donnelly (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on November 22, 2022 (File No.

Transition Letter to Employment Agreement dated January 2, 2025 between Sirius XM Radio LLC and Patrick L.

Donnelly (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on January 3, 2025 (File No.

Employment Agreement, dated as of December 14, 2023 between Sirius XM Radio Inc.

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Witz (incorporated by reference to Exhibit 10.2 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on December 15, 2023 (File No.

Employment Agreement, dated as of December 27, 2020 between Sirius XM Radio Inc.

Greenstein (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on December 8, 2020 (File No.

Employment Agreement, dated June 28, 2022, between Sirius XM Radio Inc.

Employment Agreement, dated as of April 17, 2024, between Sirius XM Radio Inc.

Greenstein (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on April 18, 2024 (File No.

Exhibit Description

Transition Letter to Employment Agreement, dated as of June 28, 2024, between Sirius XM Radio Inc.

and Joseph A.

Verbrugge (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on June 29, 2022 (File No.

Verbrugge (incorporated by reference to Exhibit 10.3 to Sirius XM Holdings Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No.

Employment Agreement, dated December 10, 2021, between Sirius XM Radio Inc.

and Joseph Inzerillo (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on December 13, 2021 (File No.

Exhibit Description

Employment Agreement, dated April 3, 2023 between Sirius XM Radio Inc.

1 unchanged sentence

Barry (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on April 4, 2023 (File No.

Employment Agreement, dated as of December 5, 2024, between Sirius XM Radio LLC and Wayne D.

Thorsen (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on December 10, 2024 (File No.

Assignment and Assumption Agreement, dated as of November 15, 2013, among Sirius XM Holdings Inc.

6 unchanged sentences

2009 Long-Term Stock Incentive Plan and their Related Stock Option Agreements, Restricted Stock Agreements and Restricted Stock Unit Agreements (incorporated by reference to Exhibit 10.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on November 15, 2013 (File No.

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No.

Sirius XM Holdings Inc.

Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on June 30, 2015 (File No.

Tax Sharing Agreement, dated as of February 1, 2021 between Sirius XM Holdings Inc.

and Liberty Media Corporation (incorporated by reference to Exhibit 10.44 to Sirius XM Holdings Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 2, 2021 (File No.

Tax Sharing Agreement, dated as of September 9, 2024, between Liberty Media Corporation and Liberty Sirius XM Holdings Inc.

(incorporated by reference to Exhibit 10.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K12B filed on September 10, 2024 (File No.

Section 253 Agreement, dated as of November 1, 2021, between Sirius XM Holdings Inc.

and Liberty Media Corporation (incorporated by reference to Exhibit 10.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on November 4, 2021 (File No.

Form of Sirius XM Holdings Inc.

2024 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form S-4 filed on July 19, 2024 (File No.

333- 276758)).

Form of Liberty Sirius XM Holdings Inc.

Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 10.2 to the Form S-4 filed on July 19, 2024 (File No.

333-276758)).

19.1 Securities Trading Policy (filed herewith).

21.1 List of Subsidiaries (filed herewith).

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

97.1 Incentive Compensation Clawback Policy (filed herewith).

99.1 Amended and Restated Certificate of Incorporation of Sirius XM Radio Inc., as amended (incorporated by reference to Exhibit 3.3 to Sirius XM Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013 (File No.

99.2 Amended and Restated By-Laws of Sirius XM Radio Inc., as amended (incorporated by reference to Exhibit 3.4 to Sirius XM Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013 (File No.

Exhibit Description

97.1 Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to Sirius XM Holdings Inc.’s Annual Report on Form 10-K filed on February 1, 2024 (File No.

101.1 The following financial information from our Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline eXtensible Business Reporting Language (Inline XBRL):

(i) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021;

(ii) Consolidated Balance Sheets as of December 31, 2023 and 2022;

(iii) Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended December 31, 2023, 2022 and 2021;

(iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021;

and (v) Combined Notes to Consolidated Financial Statements.

(i) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022;

(ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022;

(iii) Consolidated Balance Sheets as of December 31, 2024 and 2023;

(iv) Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022;

(v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022;

and (vi) Consolidated Notes to Consolidated Financial Statements.

104.1 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1)

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Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Holdings hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission (“SEC”);

provided, however, that Holdings may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission (“SEC”);

provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for any other purpose.

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs for any other purpose as of the date they were made or at any other time.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 1st day of February 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIRIUS XM HOLDINGS INC.

January 30, 2025

/s/ THOMAS D.

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/s/ G REGORY B.

Chairman of the Board of Directors and Director February 1, 2024

Chairman of the Board of Directors and Director January 30, 2025

/s/ J AMES E.

Vice Chairman of the Board of Directors and Director February 1, 2024

Vice Chairman of the Board of Directors and Director January 30, 2025

/s/ J ENNIFER C.

Chief Executive Officer and Director (Principal Executive Officer) February 1, 2024

Chief Executive Officer and Director (Principal Executive Officer) January 30, 2025

/s/ T HOMAS D.

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(Principal Financial Officer and Principal Accounting Officer)

February 1, 2024

January 30, 2025

/s/ C ARY K REFETZ

Senior Vice President and Controller

February 1, 2024

January 30, 2025

(Cary Krefetz)

/s/ D AVID A.

Director February 1, 2024

Director and Lead Independent Director

February 1, 2024

/s/ R OBIN S.

H ICKENLOOPER

Director February 1, 2024

Hickenlooper)

/s/ J AMES P.

Director February 1, 2024

January 30, 2025

Director January 30, 2025

/s/ J ONELLE P ROCOPE

Director February 1, 2024

Director January 30, 2025

(Jonelle Procope)

/s/ M ICHAEL R APINO

Director February 1, 2024

Director January 30, 2025

(Michael Rapino)

/s/ K RISTINA M.

Director February 1, 2024

Director January 30, 2025

/s/ D AVID M.

Director February 1, 2024

Director January 30, 2025

SIRIUS XM HOLDINGS INC.

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Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

C onsolidated Statem ents of Comp rehensive Income fo r the years ended December 31, 2024 , 2023 and 2022

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Stockholders' (Deficit) Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

Schedule II - Schedule of Valuation and Qualifying Accounts

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Sirius XM Holdings Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the three‑year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three‑year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 1, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated January 30, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Sufficiency of audit evidence over certain subscriber and advertising revenues

As discussed in Notes 2 and 18 to the consolidated financial statements, and disclosed in the consolidated statements of comprehensive income, the Company generated $ 8,953 million of revenues, of which $ 6,342 million was Sirius XM subscriber revenue and $ 1,589 million was Pandora advertising revenue, for the year ended December 31, 2023.

As discussed in Notes 2 and 18 to the consolidated financial statements, and disclosed in the consolidated statements of operations, the Company generated $8,699 million of revenues, of which $6,076 million was Sirius XM subscriber revenue and $1,606 million was Pandora advertising revenue, for the year ended December 31, 2024.

The Company’s accounting for these subscriber and advertising revenues involved multiple information technology (IT) systems.

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We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT application controls and general IT controls used by the Company in its revenue recognition processes and testing the interface of relevant revenue data between different IT systems used in the revenue recognition processes.

For Sirius XM subscriber revenue, we assessed the recorded revenue by comparing the total cash

received during the year, adjusted for reconciling items, to the revenue recorded in the general ledger.

For a sample of Pandora advertising revenues, we traced the recorded amounts to underlying source documents and system reports.

For Sirius XM subscriber revenue, we assessed the recorded revenue by comparing the total cash received during the year, adjusted for reconciling items, to the revenue recorded in the general ledger.

For a sample of

Pandora advertising revenues, we traced the recorded amounts to underlying source documents and system reports.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

Valuation of goodwill in the Sirius XM reporting unit

As discussed in Note 8 to the consolidated financial statements, the Company’s goodwill balance for the Sirius XM reporting unit was $11,431 million as of December 31, 2024.

The Company performs goodwill impairment testing on an annual basis during the fourth quarter of each fiscal year and whenever events and changes in circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value.

The Company identified events that indicated that it was more likely than not that the carrying value of the Sirius XM reporting unit exceeded its fair value.

The Company estimated the fair value of the Sirius XM reporting unit using a combination of an income approach and a market approach.

As a result, the Company recognized an impairment charge of $2,819 million for the Sirius XM reporting unit goodwill.

We identified the evaluation of the goodwill impairment assessment of the Sirius XM reporting unit as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain assumptions used by the Company to estimate the fair value of the reporting unit.

Specifically, the revenue growth rates, long-term growth rate, and the discount rate involved a higher degree of subjectivity.

In addition, these key assumptions were challenging to test due to the sensitivity of the fair value to changes in these assumptions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process, including controls related to the key assumptions noted above.

We performed sensitivity analyses to assess the impact of possible changes to the revenue growth rates, long-term growth rate and discount rate assumptions on the fair value of the Sirius XM reporting unit.

We compared the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast revenues.

We compared the Company’s forecasted revenue growth rate assumptions to historical revenue growth rates, projected revenue growth rates for comparable companies, and other publicly available data, including third party market studies.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the Company’s long-term growth rate by comparing it to the long-term growth rate estimates that were independently observed using publicly available market data for the Company’s industry as well as U.S.

economic growth rates.

• evaluating the Company’s discount rate by comparing it to discount rates that were independently developed using publicly available market data for comparable companies.

We have served as the Company’s auditor since 2008.

New York, New York

February 1, 2024

January 30, 2025

Report of Independent Registered Public Accounting Firm

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders' equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 1, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated January 30, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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New York, New York

February 1, 2024

January 30, 2025

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31,

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Sales and marketing 894 931 1,075

Engineering, design and development 322 285 265

Product and technology

General and administrative 497 608 563

Depreciation and amortization 578 624 611

Impairment, restructuring and acquisition costs 82 64 20

Impairment, restructuring and other costs 3,453 92 68

Total operating expenses 10,216 7,145 7,084

Income from operations 1,946 2,036 2,015

Other (expense) income:

(Loss) income from operations

( 1,517 ) 1,808 1,919

Other income (expense), net

Interest expense ( 496 ) ( 534 ) ( 503 )

Loss on extinguishment of debt — — ( 83 )

Other (expense) income ( 5 ) ( 9 ) 9

Gain on extinguishment of debt

Other income (expense), net 136 ( 64 ) 70

Total other expense ( 348 ) ( 598 ) ( 433 )

Income before income taxes 1,518 1,605 1,526

(Loss) income before income taxes

( 1,865 ) 1,210 1,486

Income tax expense ( 210 ) ( 222 ) ( 368 )

Net income $ 1,258 $ 1,213 $ 1,314

Foreign currency translation adjustment, net of tax 7 ( 19 ) —

Total comprehensive income $ 1,265 $ 1,194 $ 1,314

Net income per common share:

Net (loss) income

( 2,075 ) 988 1,118

Less net (loss) income attributable to noncontrolling interests ( 410 ) 202 210

Net (loss) income attributable to Sirius XM Holdings Inc.

$ ( 1,665 ) $ 786 $ 908

Net (loss) income per common share:

Basic $ ( 6.14 ) $ 2.91 $ 3.22

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SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31,

(in millions) 2024 2023 2022

Net (loss) income

$ ( 2,075 ) $ 988 $ 1,118

Credit risk on fair value debt instrument losses, net of tax

Recognition of previously unrealized gains on debt, net of tax

( 12 ) ( 36 ) ( 6 )

Foreign currency translation adjustment, net of tax

( 14 ) 10 ( 27 )

Total comprehensive (loss) income

$ ( 2,128 ) $ 963 $ 1,113

comprehensive (loss) income attributable to noncontrolling interests

( 410 ) 202 205

Comprehensive (loss) income attributable to Sirius XM Holdings Inc.

$ ( 1,718 ) $ 761 $ 908

See accompanying notes to the consolidated financial statements.

SIRIUS XM HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

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Property and equipment, net 2,109 1,791

Intangible assets, net 2,905 3,050

Other intangible assets, net 1,579 1,710

Goodwill 12,390 15,209

Related party long-term assets 497 488

Deferred tax assets 155 147

Operating lease right-of-use assets 279 315

Equity method investments 1,043 715

Other long-term assets 641 670

Total assets $ 27,521 $ 30,056

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES AND EQUITY

Current liabilities:

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Current portion of deferred revenue 1,050 1,195

Current maturities of debt 505 196

Operating lease current liabilities 46 50

Current maturities of debt, including $ — and $ 574 measured at fair value, respectively (Note 13)

Other current liabilities 48 192

Related party current liabilities 116 8

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Long-term deferred revenue 82 88

Long-term debt 8,690 9,256

Long-term debt, including $ 594 and $ 688 measured at fair value, respectively (Note 13)

10,314 10,073

Deferred tax liabilities 2,220 2,414

Operating lease liabilities 292 320

Other long-term liabilities 1,100 428

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Commitments and contingencies (Note 16)

Stockholders’ equity (deficit):

Common stock, par value $ 0.001 per share;

900 shares authorized;

3,843 and 3,891 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

Accumulated other comprehensive loss, net of tax

Accumulated deficit ( 2,572 ) ( 3,351 )

Total stockholders’ equity (deficit) ( 2,565 ) ( 3,351 )

Total liabilities and stockholders’ equity (deficit) $ 10,374 $ 10,022

339 and zero shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

Former Parent's investment

Accumulated other comprehensive (loss) income, net of tax

Additional paid-in capital

Treasury stock, at cost;

26 thousand and zero shares of common stock at December 31, 2024 and December 31, 2023, respectively

Retained earnings 11,121 15,353

Total stockholders' equity/Former Parent's investment

11,074 10,076

Non-controlling interests

Total equity 11,074 13,102

Total liabilities and equity $ 27,521 $ 30,056

See accompanying notes to the consolidated financial statements.

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock Accumulated

CONSOLIDATED STATEMENT OF EQUITY

Common Stock Former Parent's Investment

Retained earnings

Comprehensive Income (Loss) Additional

Capital Treasury Stock Accumulated

Deficit Total

Capital Treasury Stock Noncontrolling interest

Stockholders’ Equity (Deficit)

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Balance at January 1, 2022 — $ — $ ( 4,104 ) $ 13,639 $ 34 $ — — $ — $ 3,565 $ 13,134

Comprehensive income, net of tax — — — — — — 1,314 1,314

Share-based payment expense — — — 215 — — — 215

Exercise of stock options and vesting of restricted stock units 38 — — 10 — — — 10

Withholding taxes on net share settlement of stock-based compensation — — — ( 103 ) — — — ( 103 )

Cash dividends paid on common stock, $ 0.0658845 per share

— — — ( 126 ) — — ( 142 ) ( 268 )

Issuance of restricted stock units in connection with business acquisition — — — 4 — — — 4

Common stock repurchased — — — — 245 ( 1,512 ) — ( 1,512 )

Common stock retired ( 246 ) — — — ( 247 ) 1,523 ( 1,523 ) —

Net income (loss) — — — 908 — — — — 210 1,118

Other comprehensive income (loss) — — — — — — — — ( 5 ) ( 5 )

Share-based compensation — — 187 — — — — — 39 226

Exercise of options and RSU vestings in period — — ( 70 ) — — — — — 77 7

Withholding taxes on net share settlements of share-based compensation — — ( 118 ) — — — — — — ( 118 )

Transactions with Former Parent, net (Note 14) — — ( 1,043 ) — — — — — — ( 1,043 )

Shares repurchased — — ( 173 ) — — — — — ( 467 ) ( 640 )

Dividends paid — — — — — — — — ( 249 ) ( 249 )

Other, net — — ( 47 ) 20 — — — — ( 32 ) ( 59 )

Balance at December 31, 2022 — $ — $ ( 5,368 ) $ 14,567 $ 34 $ — — $ — $ 3,138 $ 12,371

Cumulative effect of change in accounting principles — — — — — — ( 10 ) ( 10 )

Comprehensive income, net of tax — — ( 19 ) — — — 1,213 1,194

Share-based payment expense — — — 213 — — — 213

Exercise of stock options and vesting of restricted stock units 27 — — 4 — — — 4

Withholding taxes on net share settlement of stock-based compensation — — — ( 114 ) — — — ( 114 )

Capital contribution to Liberty Media related to Tax Sharing Agreement — — — — — — ( 35 ) ( 35 )

Cash dividends paid on common stock, $ 0.3400845 per share

— — — ( 103 ) — — ( 1,236 ) ( 1,339 )

Common stock repurchased — — — — 103 ( 639 ) — ( 639 )

Common stock retired ( 104 ) — — — ( 104 ) 647 ( 647 ) —

Net income (loss) — — — 786 — — — — 202 988

Other comprehensive income (loss) — — — — ( 27 ) — — — 2 ( 25 )

Share-based compensation — — 187 — — — — — 34 221

Exercise of options and RSU vestings in period — — ( 60 ) — — — — — 65 5

Withholding taxes on net share settlements of share-based compensation — — ( 64 ) — — — — — — ( 64 )

Transactions with Former Parent, net (Note 14) — — ( 3 ) — — — — — — ( 3 )

Shares repurchased — — 45 — — — — — ( 319 ) ( 274 )

Dividends paid — — — — — — — — ( 65 ) ( 65 )

Other, net — — ( 21 ) — — — — — ( 31 ) ( 52 )

Balance at December 31, 2023 — $ — $ ( 5,284 ) $ 15,353 $ 7 $ — — $ — $ 3,026 $ 13,102

Comprehensive income, net of tax — — 7 — — — 1,258 1,265

Share-based payment expense — — — 202 — — — 202

Exercise of stock options and vesting of restricted stock units 21 — — 4 — — — 4

Withholding taxes on net share settlement of stock-based compensation — — — ( 63 ) — — — ( 63 )

Capital contribution from Liberty Media related to Tax Sharing Agreement — — — — — — 35 35

Cash dividends paid on common stock, $ 0.0992 per share

See accompanying notes to the consolidated financial statements.

SIRIUS XM HOLDINGS INC.

CONSOLIDATED STATEMENT OF EQUITY

Common Stock Former Parent's Investment

Retained earnings

Comprehensive Income (Loss) Additional

Capital Treasury Stock Noncontrolling interest

Stockholders’ Equity (Deficit)

(in millions) Shares Amount Shares Amount

Balance at December 31, 2023 — $ — $ ( 5,284 ) $ 15,353 $ 7 $ — — $ — $ 3,026 $ 13,102

Net income (loss) — — — ( 1,665 ) — — — — ( 410 ) ( 2,075 )

Change in accounting method — — — ( 1 ) — — — — — ( 1 )

Other comprehensive income (loss) — — — — ( 53 ) — — — ( 3 ) ( 56 )

Share-based compensation — — 131 15 — 53 — — 24 223

Exercise of options and RSU vestings in period — — ( 55 ) — — 55 —

Withholding taxes on net share settlements of share-based compensation — — ( 39 ) — — ( 6 ) — — — ( 45 )

Dividends paid — — — ( 45 ) — ( 47 ) — — ( 51 ) ( 143 )

Tax sharing adjustment with Former Parent — — 82 — — — — — — 82

Other, net — — ( 3 ) ( 3 ) — — — — — ( 6 )

Change in capitalization in connection with the Split-Off 339 — 5,168 ( 2,527 ) — — — — ( 2,641 ) —

Shares Repurchased

— — — — — — — ( 7 ) — ( 7 )

Common stock repurchased — — — — 69 ( 274 ) — ( 274 )

Common stock retired ( 69 ) — — — ( 69 ) 274 ( 274 ) —

Shares Retired

— — — ( 6 ) — — — 6 — —

Balance at December 31, 2024 339 $ — $ — $ 11,121 $ ( 46 ) $ — — $ ( 1 ) $ — $ 11,074

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Cash flows from operating activities:

Net income $ 1,258 $ 1,213 $ 1,314

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income

$ ( 2,075 ) $ 988 $ 1,118

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 578 624 611

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Non-cash interest expense, net of amortization of premium 24 14 19

Change in fair value of contingent consideration — — ( 17 )

Provision for doubtful accounts 59 59 53

Loss on extinguishment of debt — — 83

Loss on unconsolidated entity investments, net 15 5 18

Dividend received from unconsolidated entity investment — 8 2

(Gain) loss on other investments ( 7 ) 10 ( 5 )

Unrealized gains on intergroup interests, net

Realized and unrealized (gains) losses on financial instruments, net ( 115 ) 126 ( 83 )

Gain on extinguishment of debt ( 12 ) — —

Share of losses of equity method investments, net

Share-based payment expense 200 203 209

Deferred income tax (benefit) expense

( 161 ) ( 40 ) 240

Amortization of right-of-use assets 44 45 49

Other charges, net

Changes in operating assets and liabilities:

Receivables ( 114 ) 10 ( 108 )

Related party, net 49 ( 26 ) 7

Prepaid expenses and other current assets ( 26 ) ( 38 ) ( 47 )

Other long-term assets 1 ( 1 ) ( 8 )

Accounts payable and accrued expenses 62 ( 71 ) 104

Accrued interest 1 ( 8 ) ( 1 )

Receivables and other assets ( 128 ) ( 148 ) ( 28 )

Deferred revenue ( 150 ) ( 119 ) ( 149 )

Operating lease liabilities ( 50 ) ( 63 ) ( 55 )

Other long-term liabilities ( 36 ) ( 34 ) ( 16 )

Payables and other liabilities 19 98 ( 163 )

Net cash provided by operating activities 1,741 1,829 1,981

1 unchanged sentence

Additions to property and equipment ( 728 ) ( 650 ) ( 426 )

Proceeds from insurance recoveries — — 225

(Purchase) sale of other investments 3 1 ( 4 )

Cash proceeds from disposition of investments

Acquisition of business, net of cash acquired — — ( 136 )

Proceeds from sale of real estate — 15 —

Investments in related parties and other equity investees ( 39 ) ( 2 ) ( 21 )

Repayment from related party — — 2

Other investing activities, net ( 242 ) ( 46 ) 3

Net cash used in investing activities ( 970 ) ( 696 ) ( 493 )

Cash flows from financing activities:

Proceeds from exercise of stock options 4 4 10

Taxes paid from net share settlements for stock-based compensation ( 44 ) ( 64 ) ( 147 )

Revolving credit facility borrowings 2,105 1,670 2,300

1,670 2,300 1,177

Revolving credit facility repayments ( 2,105 ) ( 1,750 ) ( 2,220 )

( 1,750 ) ( 2,220 ) ( 1,830 )

Proceeds from long-term borrowings, net of costs 1,100 1,011 600

Principal payments of long-term borrowings ( 202 ) ( 6 ) ( 3,503 )

Payment of premiums on redemption of debt — — ( 62 )

Payment of contingent consideration for business acquisition ( 3 ) ( 3 ) ( 22 )

Distribution to parent related to Tax Sharing Agreement — ( 36 ) —

Other financing activities ( 4 ) — —

Repayments of long-term borrowings ( 1,809 ) ( 2,032 ) ( 419 )

Settlement of intergroup interests — 273 78

Common stock repurchased and retired

( 6 ) ( 274 ) ( 647 )

Dividends paid

( 143 ) ( 65 ) ( 249 )

Transactions with Parent, net (Note 14)

— — ( 1,043 )

Other financing activities, net

Net cash used in financing activities ( 916 ) ( 1,188 ) ( 1,724 )

Net increase (decrease) in cash, cash equivalents and restricted cash 159 ( 134 ) 116

Net decrease in cash, cash equivalents and restricted cash ( 145 ) ( 55 ) ( 236 )

Cash, cash equivalents and restricted cash at beginning of period (1)

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Finance lease obligations incurred to acquire assets

Accumulated other comprehensive income (loss), net of tax $ 7 $ ( 19 ) $ —

Capital contribution from Liberty Media pursuant to Tax Sharing Agreement

Settlement of debt obligations incurred to acquire assets

Tax equity investments

$ 722 $ — $ —

(1) The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet.

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The terms of the letters of credit primarily extend beyond one year.

(in millions) December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2020

As of December 31,

(in millions) 2024 2023 2022

Cash and cash equivalents $ 162 $ 306 $ 362

3 unchanged sentences

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share amounts)

(Dollars and shares in millions, except per share amounts or otherwise stated)

(1) Business & Basis of Presentation

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

and its subsidiaries (collectively “Holdings”).

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.

and its subsidiaries.

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

and its subsidiaries.

Liberty Media Transactions

Sirius XM Holdings Inc., the reporting company under this Annual Report on Form 10-K, is the product of a series of transactions that closed on Monday, September 9, 2024.

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.

The Transactions are intended to generally be tax-free to holders of Liberty SiriusXM 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.

The accompanying audited consolidated financial statements represent a combination of the historical financial information of Old Sirius and the assets and liabilities of SplitCo until the date of the Merger Effective Time.

Although SplitCo was reported as a combined company until the Merger Effective Time, all periods reported herein are referred to as consolidated.

All significant intercompany accounts and transactions have been eliminated in the audited consolidated financial statements.

These consolidated financial statements refer to the combination of Old Sirius and the aforementioned assets and liabilities as “Sirius XM Holdings,” “the Company,” “us,” “we” and “our” in these notes to the consolidated financial statements.

“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.

Holdings has no operations independent of Sirius XM and Pandora.

We operate two complementary audio entertainment businesses - one of which we refer to as “SiriusXM” and the second of which we refer to as “Pandora and Off-platform”.

Our SiriusXM 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.

SiriusXM packages 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.

Satellite radios are primarily distributed through automakers, retailers and our website.

Our Sirius XM service is also available through our in-car 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 SiriusXM 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, which is sold under the SiriusXM Media brand, direct sales of our satellite radios and accessories, and other ancillary services.

As of December 31, 2023, our SiriusXM business had approximately 33.9 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 and fuel prices, a traffic information service, and real-time weather services in boats and airplanes.

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

(“Sirius XM Canada”).

Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics.

Pandora and Off-platform

Our Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices.

Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, 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).

As of December 31, 2023, Pandora had approximately 6.0 million subscribers.

The majority of revenue from Pandora is generated from advertising on our Pandora ad-supported radio service which is sold under the SiriusXM Media brand.

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

We also sell advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services.

We have an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms.

We also have arrangements to serve as the ad sales representative for certain podcasts.

In addition, through AdsWizz Inc., we provide a comprehensive digital audio and programmatic advertising technology platform,

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.

Liberty Media

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

As a result, we are a “controlled company” for the purposes of the NASDAQ corporate governance requirements.

Refer to Note 12 for more information regarding related parties.

Basis of Presentation

The accompanying consolidated financial statements of Holdings have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

The Split-Off is being accounted for at historical cost due to the pro rata nature of the distribution to holders of SplitCo common stock.

The accompanying consolidated financial statements have been derived from audited financial statements and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

All significant intercompany transactions have been eliminated in consolidation.

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Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment.

We have determined that we have two reportable segments as our chief operating decision maker, our Chief Executive Officer, assesses performance and allocates resources based on the financial results of these segments.

We have determined that we have two reportable segments as our chief operating decision maker, who is the Chief Executive Officer of Sirius XM Holdings, assesses performance and allocates resources based on the financial results of these segments.

Refer to Note 18 for information related to our segments.

We have evaluated events subsequent to the balance sheet date and prior to the filing of this Annual Report on Form 10-K for the year ended December 31, 2023 and have determined that no events have occurred that would require adjustment to our consolidated financial statements.

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

We have evaluated events subsequent to the balance sheet date and prior to the filing of this Annual Report on Form 10-K and have determined that no events have occurred that would require adjustment to our audited consolidated financial statements.

For a discussion of subsequent events that do not require adjustment to our consolidated financial statements refer to Note 19.

We identified an error in our previously issued consolidated financial statements related to the presentation of cash flows associated with borrowings and repayments related to our Senior Secured Credit Facility.

We have corrected this error in the accompanying consolidated statements of cash flows for the years ended December 31, 2022 and 2021 to present on a gross basis the borrowings from the revolving credit facility of $ 2,300 and $ 1,177 , respectively, and repayments of the revolving credit facility of $ 2,220 and $ 1,830 , respectively.

The corrections had no impact to the total net cash used in financing activities in either period.

We evaluated the materiality of these errors both qualitatively and quantitatively and have concluded that this error is immaterial to all impacted periods.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes.

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Actual results could differ materially from those estimates.

Significant estimates inherent in the preparation of the accompanying consolidated financial statements include asset impairment, depreciable lives of our satellites, share-based payment expense and income taxes.

Significant estimates inherent in the preparation of the accompanying audited consolidated financial statements include asset impairment, fair value measurement of non-financial instruments, depreciable lives of our satellites, share-based payment expense and income taxes.

Sirius XM Holdings operates two complementary audio entertainment businesses - one of which it refers to as “Sirius XM” and the second of which it refers to as “Pandora and Off-platform”.

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

Sirius XM packages include live, curated and certain exclusive and on demand programming.

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

Satellite radios are primarily distributed through automakers, retailers and Sirius XM’s website.

The Sirius XM service is also available through an in-car user interface, called “360L”, that combines Sirius XM’s satellite and streaming services into a single, cohesive in-vehicle entertainment experience.

The primary source of revenue from the Sirius XM business is subscription fees, with most of its customers subscribing to monthly or annual plans.

SiriusXM also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of satellite radios and accessories, and other ancillary services.

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

In addition to the audio entertainment businesses, Sirius XM Holdings provides connected vehicle services to several automakers.

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

Sirius XM Holdings also offers a suite of data services that includes graphical weather and fuel prices, a traffic information service, and real-time weather services in boats and airplanes.

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

(“Sirius XM Canada”).

Sirius XM Canada's subscribers are not included in SiriusXM’s subscriber count or subscriber-based operating metrics.

Pandora and Off-platform

The Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices.

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 Pandora is generated from advertising on Pandora’s ad-supported radio service which is sold under the SiriusXM Media brand.

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

SiriusXM also sells advertising on other audio platforms and in widely distributed podcasts, which it considers to be off-platform services.

SiriusXM has an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms.

It also has arrangements to serve as the ad sales representative for certain podcasts.

In addition, through AdsWizz Inc., SiriusXM provides 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 podcast monetization solutions.

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Effects of the Transactions

Prior to the closing of the Transactions, a portion of Liberty Media’s general and administrative expenses, including certain legal, tax, accounting, treasury and investor relations support of $ 15 and $ 32 for the years ended December 31, 2024 and 2023, respectively, were allocated to SplitCo and are included in General and administrative in the audited consolidated statements of operations.

In addition, during the years ended December 31, 2024 and 2023, we incurred costs related to the Transactions of $ 71 and $ 16 , respectively, which were recorded to Impairment, restructuring and other costs in our audited consolidated statements of operations.

Following the closing of the Transactions, Liberty Media and Sirius XM Holdings operate as separate, publicly traded companies, and neither has any continuing stock ownership, beneficial or otherwise, in the other.

In connection with the Transactions, Liberty Media and Sirius XM Holdings entered into certain agreements, including a tax sharing agreement, governing the relationship between the two companies.

Refer to Note 17 for more information regarding the tax sharing agreement.

Certain prior period amounts have been reclassified for comparability with the current year presentation .

(2) Summary of Significant Accounting Policies

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We recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer.

We report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our consolidated statements of comprehensive income.

Collected taxes are recorded within Other current liabilities until remitted to the relevant taxing authority.

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The following is a description of the principal activities from which we generate our revenue, including from self-pay and paid promotional subscribers, advertising, and sales of equipment.

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Subscriber revenue consists primarily of subscription fees and other ancillary subscription based revenues.

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Fees received from subscribers for the MRF are recorded as deferred revenue and amortized to Subscriber revenue ratably over the service period.

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We recognize revenue from the sale of advertising as performance obligations are satisfied, which generally occurs as ads are delivered.

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Customers pay for the services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue.

The deferred revenue is recognized as revenue in our consolidated statement of comprehensive income as the services are provided.

The deferred revenue is recognized as revenue in our consolidated statement of operations as the services are provided.

Changes in the deferred revenue balance during the year ended December 31, 2024 were not materially impacted by other factors.

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The terms of the revenue share agreements vary with each automaker, but are typically based upon the earned audio revenue as reported or gross billed audio revenue.

Revenue share on self-pay revenue is recognized as an expense and recorded in Revenue share and royalties in our consolidated statements of comprehensive income.

Revenue share on self-pay revenue is recognized as an expense and recorded in Revenue share and royalties in our consolidated statements of operations.

We also pay revenue share to certain talent on non-music stations on our satellite radio service and to podcast talent based on advertising revenue for the related channel or podcast.

Revenue share on non-music channels and podcasts is recognized in Revenue share and royalties in our consolidated statements of comprehensive income when it is earned.

In some cases, we pay minimum guarantees for revenue share to podcast owners which is recorded in Prepaid and other current assets in our consolidated balance sheets.

The minimum guarantee is recognized in Revenue share and royalties primarily on a straight line basis over the contractual term.

Revenue share on non-music channels and podcasts is recognized in Revenue share and royalties in our consolidated statements of operations when it is earned.

In some cases, we pay minimum guarantees for revenue share to podcast creators which is recorded in Prepaid and other current assets in our consolidated balance sheets.

The minimum guarantee is recognized in Revenue share

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and royalties primarily on a straight line basis over the contractual term.

The prepaid balance is regularly reviewed for recoverability and any amount not deemed to be recoverable is recognized as an expense in the period.

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Our Sirius XM and Pandora businesses have arrangements with these performance rights organizations.

Arrangements with Sirius

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XM generally include fixed payments during the term of the agreement and arrangements with Pandora for its ad-supported radio service have variable payments based on usage and ownership of a royalty pool.

Arrangements with Sirius XM generally include fixed payments during the term of the agreement and arrangements with Pandora for its ad-supported radio service have variable payments based on usage and ownership of a royalty pool.

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

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Sound Recording Copyrights

For our non-interactive satellite radio or streaming services we may license sound recordings under direct licenses with the owners of sound recordings or based on the royalty rate established by the CRB.

For our Sirius XM business, the royalty rate for sound recordings has been set by the CRB.

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We allocate a portion of certain programming costs which are related to sponsorship and marketing activities to Sales and marketing expense on a straight-line basis over the term of the agreement.

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Advertising Costs

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During the years ended December 31, 2024, 2023 and 2022, we recorded advertising costs of $ 374 , $ 421 and $ 513 , respectively.

These costs are reflected in Sales and marketing expense in our consolidated statements of comprehensive income.

These costs are reflected in Sales and marketing expense in our audited consolidated statements of operations.

Subscriber Acquisition Costs

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Subscriber acquisition costs do not include advertising costs, loyalty payments to distributors and dealers of radios and revenue share payments to automakers and retailers of radios.

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Subsidies paid to radio manufacturers and automakers are expensed upon installation, shipment, receipt of product or activation and are included in Subscriber acquisition costs because we are responsible for providing the service to the customers.

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During the years ended December 31, 2024, 2023 and 2022, we recorded research and development costs of $ 252 , $ 276 and $ 246 , respectively.

These costs are reported as a component of Engineering, design and development expense in our consolidated statements of comprehensive income.

These costs are reported as a component of Product and technology expense in our audited consolidated statements of operations.

Recent Accounting Pronouncements

Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) .

In December 2023, the FASB issued ASU 2023-09, which requires more detailed income tax disclosures.

Accounting Standard Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) .

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, which requires more detailed income tax disclosures.

The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction.

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We are evaluating the disclosure requirements related to the new standard.

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures .

In November 2024, the FASB issued ASU 2024-03, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements.

Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively.

This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

We are currently evaluating the effect of adopting this new accounting guidance.

ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments .

In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments.

This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted.

We do not expect this update to have a material effect on our consolidated financial statements.

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Recently Adopted Accounting Policies

In March 2023, the FASB issued ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , which expands the population of investments for which an investor may elect to apply the proportional amortization method.

Under this ASU, an investor in a tax equity investment may elect the proportional amortization method for qualifying investments on a tax credit program-by-program basis.

We adopted ASU 2023-02 as of January 1, 2024 using the modified retrospective approach.

Adoption of the new standard resulted in the recording of additional Equity method investments, Related party current liabilities, Other Long-term liabilities, Deferred tax liabilities and a cumulative effect adjustment to opening retained earnings.

The effects of the changes made to our audited consolidated balance sheet as of January 1, 2024 for the adoption of ASU 2023-02 are included in the table below.

Balance at December 31, 2023 Adjustments Due to ASU 2023-02 Balance at January 1, 2024

Balance Sheet

Equity method investments $ 715 $ 122 $ 837

Related party current liabilities $ 8 $ 15 $ 23

Other long-term liabilities $ 428 $ 109 $ 537

Deferred tax liabilities $ 2,414 $ ( 3 ) $ 2,411

Retained earnings

$ 15,353 $ 1 $ 15,354

Accounting Standard Update 2023-07, Segment Reporting (Topic 280):

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In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

We are evaluating the disclosure requirements related to the new standard.

Accounting Standard Update ( “ ASU ” ) 2023-02, Investments—Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method .

In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-02 which amended the guidance related to accounting for investments in tax credit structures to allow the use of the proportional amortization method.

The amendment permits reporting entities to elect to account for their equity investments in tax credit structures using the proportional amortization method if certain conditions are met.

This amendment requires entities to make disclosures about all investments in a tax credit program for which they have elected to account for using the proportional amortization method, including those investments in an elected tax credit program that do not meet the conditions to apply the proportional amortization method.

We expect to elect the proportional amortization method for qualifying investments in tax credit structures when the amendments in this ASU become effective in the first quarter of 2024 using the modified retrospective method.

We are evaluating the impact ASU 2023-02 will have on our consolidated financial statements, however, we do not expect the impacts of adoption to materially impact our results from our existing investments.

Future investments could have a material impact to our consolidated assets and liabilities related to the capitalization of unfunded future commitments and results of operations related to the amortization of any investment balance in proportion to the income tax benefits received.

Recently Adopted Accounting Policies

ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) .

In August 2020, the FASB issued ASU 2020-06 which removes the separation models for convertible debt with cash conversion or beneficial conversion features.

ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share as the treasury stock method will no longer be permitted for convertible instruments.

We adopted ASU 2020-06 as of January 1, 2022 using the modified retrospective approach and recorded a $ 14 increase to the carrying value of Pandora's 1.75 % Convertible Senior Notes due 2023 and an increase of $ 10 , net of tax, to our accumulated deficit.

The adoption of ASU 2020-06 did not have a material impact on our diluted earnings per share.

The standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted this ASU for the annual period ended December 31, 2024 and the amendments have be applied retrospectively to all prior periods presented in the financial statements by expanding the disclosure of expenses included in our segment measures of profitability.

Refer to our segments disclosure in Note 18 for more information.

(3) Net (Loss) Income per Share

Basic net (loss) income per common share is calculated by dividing the (loss) income available to common stockholders by the weighted average common shares outstanding during each reporting period.

Diluted net (loss) income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method.

We had no participating securities during the years ended December 31, 2024, 2023 and 2022.

In calculating basic net (loss) income per common share, we used 339 and 347 common shares for the years ended December 31, 2023 and 2022, respectively, which was the weighted average number of shares of Liberty Media's Series A, Series B, and Series C Liberty SiriusXM common stock and Old Sirius's common stock as converted by the Redemption and Merger exchange ratios, respectively, as no SplitCo shares were outstanding during that period.

In calculating diluted net (loss) income per common share, we used 362 and 368 of diluted common shares for the years ended December 31, 2023 and 2022, respectively, which was the weighted average number of shares of Liberty Media's Series A, Series B, and Series C Liberty SiriusXM common stock and Old Sirius's common stock adjusted for the impact of dilutive instruments as converted by the Redemption and Merger exchange ratios, respectively, as no SplitCo shares were outstanding during that period.

Common stock equivalents of 47 , 37 and 30 for the years ended December 31, 2024, 2023 and 2022, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive.

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For the Years Ended December 31,

2024 2023 2022

Net (loss) income available to common stockholders for basic net (loss) income per common share

$ ( 1,665 ) $ 786 $ 908

Net (loss) income attributable to noncontrolling interest

( 410 ) 202 210

Total net (loss) income

( 2,075 ) 988 1,118

Effect of assumed conversions of convertible notes, net of tax

Net (loss) income available to common stockholders for dilutive net (loss) income per common share

$ ( 2,075 ) $ 1,001 $ 1,091

Weighted average common shares outstanding for basic net (loss) income per common share

Weighted average impact of assumed convertible and exchangeable notes

Weighted average impact of dilutive equity instruments — 2 4

Weighted average shares for diluted net (loss) income per common share

Net (loss) income per common share:

Basic $ ( 6.14 ) $ 2.91 $ 3.22

Diluted $ ( 6.14 ) $ 2.77 $ 2.96

(4) Acquisitions

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We recognized goodwill of $ 69 , indefinite-lived intangible assets of $ 1 and other assets of $ 23 .

The other assets represent acquired content which will be amortized over its estimated useful life to Programming and content in our consolidated statements of comprehensive income.

The other assets represent acquired content which will be amortized over its estimated useful life to Programming and content in our audited consolidated statements of operations.

On January 12, 2022, we completed an acquisition for total cash consideration of $ 43 .

We recognized goodwill of $ 29 , other definite-lived intangible assets of $ 19 and liabilities of $ 4 .

On April 23, 2021, we completed an acquisition for total consideration of $ 27 which included $ 20 in cash, a $ 3 deferred cash payment and $ 4 in restricted stock units.

We recognized goodwill of $ 23 and other assets of $ 5 .

There were no acquisition related costs recognized for the year ended December 31, 2023.

Acquisition related costs for the years ended December 31, 2022 and 2021 were $ 2 and $ 12 , respectively.

There were no acquisition related costs recognized for the years ended December 31, 2024 and 2023.

Acquisition related costs for the year ended December 31, 2022 was $ 2 .

(5) Fair Value Measurements

The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants.

As of December 31, 2023 and 2022, the carrying amounts of cash and cash equivalents, receivables, and accounts payable approximated fair value due to the short-term nature of these instruments.

ASC 820, Fair Value Measurements and Disclosures , establishes a fair value hierarchy for input into valuation techniques as follows:

As of December 31, 2024 and December 31, 2023, the carrying amounts of cash and cash equivalents, receivables, and accounts payable approximated fair value due to the short-term nature of these instruments.

Due to the variable rate nature of the Credit Facility (including the Incremental Term Loan) and Margin Loan, each as defined in Note 13, we believe that the carrying amount approximated fair value at December 31, 2024 and December 31, 2023.

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures , establishes a fair value hierarchy for input into valuation techniques as follows:

Level 1 input:

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unobservable inputs developed using management's assumptions about the inputs used for pricing the asset or liability.

Investments are periodically reviewed for impairment and an impairment is recorded whenever declines in fair value below carrying value are determined to be other than temporary.

In making this determination, we consider, among other factors, the severity and duration of the decline as well as the likelihood of a recovery within a reasonable timeframe.

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Our assets and liabilities measured at fair value were as follows:

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Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3 Total Fair Value

Cash equivalents

$ 1 $ — $ — $ 1 $ 266 $ — $ — $ 266

(a) The fair value for non-publicly traded instruments is based upon estimates from a market maker and brokerage firm.

Refer to Note 13 for information related to the carrying value of our debt as of December 31, 2023 and 2022.

(5) Restructuring Costs

During the year ended December 31, 2023, restructuring costs were $ 49 .

In 2023, we initiated measures to pursue greater efficiency and to realign our business and focus on strategic priorities.

As part of these measures, we reduced the size of our workforce by approximately 475 roles, or 8 %.

We recorded a charge of $ 34 primarily related to severance and other related costs.

In addition, we vacated two of our leased locations and recorded impairments of $ 12 to reduce the carrying value of the related right of use assets to their estimated fair value.

Additionally, we accrued expenses of $ 3 for which we will not recognize any future economic benefits.

The restructuring and related impairment charges were recorded to Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income.

During the year ended December 31, 2022, we evaluated our office space needs, and, based on this, we vacated certain office spaces and recorded an impairment of $ 16 to reduce the carrying value of the related right of use assets to their estimated fair values.

Additionally, we wrote off fixed assets of $ 5 in connection with furniture and equipment located at the impaired office spaces.

Separately, we performed an analysis surrounding initiatives that we are no longer pursuing and recorded an

Financial instruments (a)

$ 60 $ — $ — $ 60 $ 53 $ — $ — $ 53

$ — $ 594 $ — $ 594 $ — $ 1,262 $ — $ 1,262

(a) Level 1 financial instrument assets are comprised of our deferred compensation plan assets.

Refer to Note 15 for additional discussion.

(b) The fair values of the Exchangeable Notes and Convertible Notes are based on quoted market prices but are not considered to be traded on “active markets,” as defined by GAAP.

Refer to Note 13 for additional discussion related to our debt.

Realized and Unrealized Gains (Losses) on Financial Instruments, net

Realized and unrealized gains (losses) on financial instruments, net, are comprised of changes in the fair value of the following and are included in Other income, net, on the audited consolidated statements of operations:

Years Ended December 31,

2024 2023 2022

Equity securities $ — $ ( 15 ) $ —

Debt measured at fair value (a)

115 ( 5 ) 329

Change in fair value of bond hedges

— ( 114 ) ( 236 )

$ 115 $ ( 126 ) $ 83

(a) We elected to account for the Exchangeable Notes and Convertible Notes using the fair value option.

The Exchangeable Notes and the Convertible Notes were the obligations of Sirius XM Holdings.

Sirius XM was not an obligor or guarantor of either the Exchangeable Notes of the Convertible Notes.

Changes in the fair value of the Exchangeable Notes and Convertible Notes recognized in the audited consolidated statements of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable or convertible.

We isolate the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss).

The change in the fair value of the Exchangeable Notes and Convertible Notes attributable to changes in the instrument specific credit risk was a loss of $ 27 , loss of $ 6 , and gain of $ 36 for the years ended December 31, 2024, 2023 and 2022, respectively.

During the years ended December 31, 2024, 2023 and 2022 we recognized $ 12 , $ 46 , and $ 7 , respectively, of previously unrecognized gains related to the retirement of a portion of Liberty Media's 1.375 % Cash Convertible Senior Notes due 2023, Liberty Media's 2.125 % Exchangeable Senior Debentures due 2048 and our 2.75 % Exchangeable Senior Debentures due 2049 , which was recognized through Other income, net in the audited consolidated statements of operations.

The cumulative change since issuance was a loss of $ 10 as of December 31, 2024, net of the recognition of previously unrecognized gains and losses.

(6) Impairment, Restructuring and Other Costs

During the year ended December 31, 2024, impairment, restructuring and other costs were $ 3,453 which consisted of impairment charges of $ 3,355 primarily related to impairments of goodwill and equity method investments, costs associated with the Transactions of $ 71 , and a charge of $ 27 associated with severance and other restructuring costs .

Refer to Notes 8 and 12 for more information on the goodwill and equity method investment impairment charges, respectively.

During the year ended December 31, 2023, impairment, restructuring and other costs were $ 92 which consisted of a charge of $ 34 primarily related to severance and other related costs, costs associated with the Transactions of $ 26 , impairments primarily related to terminated software projects of $ 15 , vacated office space impairments of $ 12 , accrued expenses of $ 3 for which we will not recognize any future economic benefit, and a cost-method investment impairment of $ 2 .

The restructuring and related impairment charges were recorded to Impairment, restructuring and other costs in our audited consolidated statements of operations.

During the year ended December 31, 2022, impairment, restructuring and other costs were $ 68 which consisted of an impairment of $ 43 associated with terminated software projects, $ 16 related to certain vacated office spaces, $ 5 in connection

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impairment of $ 43 associated with terminated software projects and an impairment of $ 6 related to severance.

The total charge of $ 70 was recorded to Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income.

During the year ended December 31, 2021, we evaluated our office space needs and, based on this, we vacated certain office spaces and recorded an impairment of $ 18 to reduce the carrying value of the related right of use assets to their estimated fair values.

Additionally, we accrued expenses of $ 6 for which we will not recognize any future economic benefits and wrote off leasehold improvements of $ 1 .

The total charge of $ 25 was recorded to Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income.

(6) Earnings per Share

Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period.

Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method.

We had no participating securities during the years ended December 31, 2023, 2022 and 2021.

Common stock equivalents of 152 , 92 and 93 for the years ended December 31, 2023, 2022 and 2021, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive.

For the Years Ended December 31,

2023 2022 2021

Net Income available to common stockholders for basic net income per common share $ 1,258 $ 1,213 $ 1,314

Effect of interest on assumed conversions of convertible notes, net of tax 1 4 8

Net Income available to common stockholders for dilutive net income per common share $ 1,259 $ 1,217 $ 1,322

Weighted average common shares outstanding for basic net income per common share 3,858 3,916 4,062

Weighted average impact of assumed convertible notes 12 31 30

Weighted average impact of dilutive equity instruments 18 43 51

Weighted average shares for diluted net income per common share 3,888 3,990 4,143

Net income per common share:

Basic $ 0.33 $ 0.31 $ 0.32

Diluted $ 0.32 $ 0.31 $ 0.32

(Dollars and shares in millions, except per share amounts or otherwise stated)

with furniture and equipment located at the impaired office spaces, and $ 6 related to personnel severance as well as acquisition related costs of $ 2 , partially offset by $ 4 from a gain on sale of real estate.

The restructuring and related impairment charges were recorded to Impairment, restructuring and other costs in our audited consolidated statements of operations.

(7) Receivables, net

Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables.

We do not have any customer receivables that individually represent more than ten percent of our receivables.

No single customer accounts for more than ten percent of our total receivables.

Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts.

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We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay.

Bad debt expense is included in Customer service and billing expense in our consolidated statements of comprehensive income.

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Bad debt expense is included in Customer service and billing expense in our audited consolidated statements of operations.

Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios.

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ASC 350, Intangibles - Goodwill and Other , states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

Our Sirius XM reporting unit, which has an allocated goodwill balance of $ 2,290 , had a negative carrying amount as of December 31, 2023.

During the year ended December 31, 2023, we elected to perform a qualitative impairment assessment which indicated that the fair value of our reporting units exceeded their carrying values and therefore were not at risk of impairment.

In connection with the close of the Transactions our market capitalization sustained a decrease during the third quarter of 2024 and we concluded that, in accordance with ASC 350, a triggering event occurred indicating that a potential impairment exists, which required us to conduct an interim test of the fair value of the goodwill for the Sirius XM and Pandora and Off-platform reporting units.

In accordance with ASC 350, we performed a quantitative goodwill impairment test and determined the fair value of our reporting units using a combination of an income approach, employing a discounted cash flow model, and a market approach, employing a guideline public company approach.

The discounted cash flow model, which estimates fair value based on the present value of future cash flows, requires us to make various assumptions regarding the timing and amount of these cash flows, including growth rates, operating margins and capital expenditures for a projection period, plus the terminal value of the business at the end of the projection period.

The terminal value is estimated using a long-term growth rate, which is based on expected trends and projections.

A discount rate is determined for the reporting unit based on the risks of achieving the future cash flows, including risks applicable to the industry and market as a whole, as well as the capital structure of

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comparable entities.

The results of our goodwill impairment test indicated that the estimated fair value of the Pandora reporting unit exceeded its carrying amount, whereas the carrying amount of the Sirius XM reporting unit exceeded its estimated fair value.

As a result, we recorded a goodwill impairment charge of $ 2,819 during 2024 to write down the carrying amount of the Sirius XM goodwill in the Impairment, restructuring and other costs line item in our audited consolidated statements of operations.

As of December 31, 2024, the cumulative balance of goodwill impairments recorded was $ 3,775 , $ 2,819 of which was recognized during 2024 and is included in the carrying amount of the goodwill allocated to our Sirius XM reporting unit and $ 956 of which was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora and Off-platform reporting unit.

As of December 31, 2024, the carrying amount of goodwill for our Sirius XM and Pandora and Off-platform reporting units was $ 11,431 and $ 959 , respectively, and as of December 31, 2023, the carrying amount of goodwill for our Sirius XM and Pandora and Off-platform reporting units was $ 14,250 and $ 959 , respectively.

No impairment losses were recorded for goodwill during the years ended December 31, 2023 and 2022.

As of December 31, 2023, the cumulative balance of goodwill impairments recorded was $ 5,722 , of which $ 4,766 was recognized during the year ended December 31, 2008 and is included in the carrying amount of the goodwill allocated to our Sirius XM reporting unit and $ 956 was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora and Off-platform reporting unit.

As of December 31, 2023, the carrying amount of goodwill for our Sirius XM and Pandora and Off-platform reporting units was $ 2,290 and $ 959 , respectively.

Refer to the table below for our goodwill activity for the years ended December 31, 2023 and 2022:

Refer to the table below for our goodwill activity for the years ended December 31, 2024 and December 31, 2023:

Sirius XM Pandora and Off-platform Total

Balance at January 1, 2023 $ 14,250 $ 959 $ 15,209

Impairment charge — — —

Balance at December 31, 2023 14,250 959 15,209

Acquisition — — —

Impairment ( 2,819 ) — ( 2,819 )

Balance at December 31, 2024 $ 11,431 $ 959 $ 12,390

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

(9) Intangible Assets

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Value Accumulated Amortization Net

Recorded to Sirius XM Reporting Unit:

Indefinite life intangible assets:

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Definite life intangible assets:

Customer relationships

570 ( 456 ) 114 570 ( 418 ) 152

OEM relationships 15 years 220 ( 164 ) 56 220 ( 149 ) 71

9 unchanged sentences

Total intangible assets $ 11,788 $ ( 1,599 ) $ 10,189 $ 11,778 $ ( 1,468 ) $ 10,310

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

Indefinite Life Intangible Assets

We have identified our FCC licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use.

We have identified our Federal Communications Commission (“FCC”) licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use.

We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services.

Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time.

ASC 350-30-35, Intangibles - Goodwill and Other , provides for an option to first perform a qualitative assessment to determine whether it is more likely than not that an asset is impaired.

If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying value, a quantitative impairment test is not required.

If the qualitative assessment does not support the fair value of the asset, then a quantitative assessment is performed.

Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year.

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If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

We completed a qualitative assessment of our FCC licenses and Pandora trademarks during the fourth quarter of 2023.

As of the date of our annual assessment, our qualitative impairment assessment of the fair value of our indefinite intangible assets indicated that the fair value of such assets exceeded their carrying value and therefore were not at risk of impairment.

We completed a quantitative assessment of our FCC licenses and Pandora trademarks during the fourth quarter of 2022.

As of the date of our annual assessment for 2022, our impairment assessment of the fair value of our indefinite intangible assets indicated that the estimated fair value of our FCC licenses and Pandora trademarks exceeded their carrying values and therefore no impairment existed.

We completed our qualitative assessments of our FCC licenses and XM and Pandora trademarks during the fourth quarter of 2021.

As of the date of our annual assessment, our qualitative impairment assessment of the fair value of our

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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indefinite intangible assets indicated that the fair value of such assets exceeded their carrying value and therefore were not at risk of impairment.

As a result of the Sirius XM goodwill impairment discussed in Note 8, we evaluated our FCC licenses, Sirius XM trademark, and Pandora trademark for impairment using a quantitative assessment during the quarter ended September 30, 2024.

The results of the assessment indicated that the estimated fair values for these indefinite-lived assets exceeded their carrying values and no impairment loss was recognized for intangible assets with indefinite lives during the years ended December 31, 2024, 2023 and 2022.

Definite Life Intangible Assets

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Amortization expense for all definite life intangible assets was $ 133 , $ 199 and $ 212 for the years ended December 31, 2024, 2023 and 2022, respectively.

There were no retirements or impairments of definite lived intangible assets during the year ended December 31, 2024.

There were retirements of definite lived intangible assets of $ 44 and we recognized a related impairment loss of $ 1 during year ended December 31, 2023.

There were no retirements or impairments of definite lived intangible assets during the years ended December 31, 2022 and 2021.

There were no retirements or impairments of definite lived intangible assets during the year ended December 31, 2022.

The expected amortization expense for each of the fiscal years 2025 through 2029 and for periods thereafter is as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

(Dollars and shares in millions, except per share amounts or otherwise stated)

(10) Property and Equipment

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Depreciation is calculated using the straight-line method over the following estimated useful life of the asset:

Satellite system 15 years

Terrestrial repeater network 5 - 15 years

Broadcast studio equipment 3 - 15 years

Satellite system

Capitalized software and hardware 2 - 7 years

Satellite telemetry, tracking and control facilities 3 - 15 years

Furniture, fixtures, equipment and other 2 - 7 years

Building 20 or 30 years

Leasehold improvements Lesser of useful life or remaining lease term

(a) Includes leasehold improvements which are depreciated over the lesser of useful life or remaining lease term.

We review long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.

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During the year ended December 31, 2024, we retired property and equipment of $ 25 , and recorded related impairment charges of $ 1 primarily related to terminated software projects.

During the year ended December 31, 2023, we retired property and equipment of $ 289 primarily related to the retirement of our XM-4 satellite and recorded related impairment charges of $ 14 primarily related to terminated software projects.

During the year ended December 31, 2022, we recorded impairment charges of $ 48 related to the write off of terminated software projects and fixed assets in connection with furniture and equipment located at impaired office spaces.

Refer to the Note 6 for more information.

During the year ended December 31, 2021, we recorded an impairment charge of $ 220 related to our SXM-7 satellite which was offset by insurance recoveries.

Refer to the discussion below for more information.

Property and equipment, net, consists of the following:

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Satellite system $ 1,598 $ 1,598

Terrestrial repeater network 117 118

Leasehold improvements 106 100

Broadcast studio equipment 146 133

Capitalized software and hardware 2,429 2,178

Satellite telemetry, tracking and control facilities 84 76

Furniture, fixtures, equipment and other 110 89

Building 74 70

Construction in progress 988 538

2 unchanged sentences

Property and equipment, net $ 2,109 $ 1,791

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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Construction in progress consists of the following:

1 unchanged sentence

Satellite system $ 751 $ 490

Terrestrial repeater network 7 10

Capitalized software and hardware 197 17

1 unchanged sentence

Depreciation and amortization expense on property and equipment was $ 445 , $ 425 and $ 399 for the years ended December 31, 2024, 2023 and 2022, respectively.

In addition to the property and equipment impaired above, we sold real estate during the year ended December 31, 2022 for net proceeds of $ 15 resulting in a gain of $ 8 which has been recorded to Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income.

In addition to the property and equipment impaired above, we sold real estate during the year ended December 31, 2022 for net proceeds of $ 15 resulting in a gain of $ 4 which has been recorded to Impairment, restructuring and acquisition costs line item in our audited consolidated statements of operations.

We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites.

Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life.

Capitalized interest costs were $ 16 , $ 5 and $ 7 for the years ended December 31, 2023, 2022, and 2021, respectively, which related to the construction of our SXM-9, SXM-10, SXM-11 and SXM-12 satellites.

Capitalized interest costs were $ 27 , $ 16 and $ 5 for the years ended December 31, 2024, 2023 and 2022, respectively, which related to the

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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construction of our SXM-9, SXM-10, SXM-11 and SXM-12 satellites.

We also capitalize a portion of share-based compensation related to employee time for capitalized software projects.

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SXM-8 2021 2036 2029

During the year ended December 30, 2021, we recorded an impairment charge of $ 220 to Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income related to the total loss of our SXM-7 satellite.

We procured insurance for SXM-7 to cover the risks associated with the satellite's launch and first year of in-orbit operation.

The aggregate coverage under the insurance policies with respect to SXM-7 was $ 225 .

During the year ended December 30, 2021, we collected $ 225 of insurance recoveries.

Of this amount, $ 220 was recorded as a reduction to Impairment, restructuring and acquisition costs during year ended December 30, 2021.

The remaining $ 5 was recorded in Other income during the year ended December 30, 2021.

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

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

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

During 2023, we removed our XM-4 satellite from service and in October 2023 we completed the de-orbiting and decommissioning of the satellite.

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Our leases have remaining lease terms of less than 1 year to 19 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year.

We elected the practical expedient to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

account for the lease and non-lease components as a single component.

We elected the practical expedient to account for the lease and non-lease components as a single component.

Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date.

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Total lease cost $ 64 $ 63

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

Supplemental cash flow information related to leases was as follows:

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Total finance lease liabilities $ 11 $ 15

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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December 31, 2024 December 31, 2023

6 unchanged sentences

Finance leases 2.4 % 2.3 %

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

Maturities of lease liabilities were as follows:

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(12) Related Party Transactions

In the normal course of business, we enter into transactions with related parties such as Sirius XM Canada and SoundCloud.

Liberty Media

As of December 31, 2023, Liberty Media beneficially owned, directly and indirectly, 83.4 % of the outstanding shares of our common stock.

Liberty Media has three of its executives and one of its directors on our board of directors.

Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.

On February 1, 2021, Holdings entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S.

income tax liabilities and setting forth agreements with respect to other tax matters.

The tax sharing agreement was negotiated and approved by a special committee of Holdings’ board of directors, all of whom are independent of Liberty Media.

Refer to Note 17 for more information regarding the tax sharing agreement.

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.”

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

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.

During the year ended December 31, 2023, we recognized costs associated with the Transactions of $ 16 which were recorded to Impairment, restructuring and acquisition costs in our consolidated statements of comprehensive income.

In the normal course of business, we enter into transactions with our equity method investments (tax equity investments, Sirius XM Canada and SoundCloud) and our Former Parent which are considered related party transactions.

Tax Equity Investments

We have entered into certain tax-effective clean energy technology investments.

We invested $ 244 and $ 50 during the years ended December 31, 2024 and 2023, respectively, in these clean energy projects.

As of January 1, 2024, we adopted ASU 2023-02 using the modified retrospective approach and have accounted for these investments using the proportional amortization method.

The unamortized investment balance as of December 31, 2024 was $ 881 and was recorded to Equity method investments in our audited consolidated balance sheets.

Under the proportional amortization method, the investment balance will be amortized over the term of the investments based on the current period income tax benefits as a proportion to the total expected income tax benefits.

We also recorded liabilities of $ 735 related to future contractual payments and contingent payments which we determined to be probable, of which $ 88 is recorded in Related party current liabilities and the balance is recorded in Other long-term liabilities in our audited consolidated balance sheets.

Sirius XM Canada

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We own 591 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share.

Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our consolidated financial statements.

Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our audited consolidated financial statements.

Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance.

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In accordance with the amended and restated services and distribution agreement, the fee is payable on a monthly basis, in arrears, beginning January 1, 2022.

Our related party long-term assets as of December 31, 2023 and December 31, 2022 included the carrying value of our investment balance in Sirius XM Canada of $ 423 and $ 412 , respectively, and, as of each of December 31, 2023 and December 31, 2022, also included $ 8 , for the long-term value of the outstanding loan to Sirius XM Canada.

Sirius XM Canada paid gross dividends to us of $ 1 , $ 9 and $ 2 during the years ended December 31, 2023, 2022 and 2021, respectively.

Dividends are first recorded as a reduction to our investment balance in Sirius XM Canada to the extent a balance exists and then as Other (expense) income for any remaining portion.

We recorded revenue from Sirius XM Canada as Other revenue in our consolidated statements of comprehensive income of $ 104 , $ 111 and $ 101 during the years ended December 31, 2023, 2022 and 2021, respectively.

During the year ended December 31, 2024, we evaluated our investment in Sirius XM Canada for impairment and determined that the carrying value of our equity method investment exceeded its fair value.

We performed a quantitative impairment test and determined the fair value of our investment using a combination of an income approach, employing a discounted cash flow model, and a market approach, employing a guideline public company approach.

The discounted cash flow model relies on making assumptions, such as expected growth in profitability and discount rate, which we believe are appropriate.

As a result, we recorded an impairment of our equity method investment in Sirius XM Canada of $ 500 .

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

We have an investment in SoundCloud which is accounted for as an equity method investment and recorded in Related party long-term assets in our consolidated balance sheets.

(Dollars and shares in millions, except per share amounts or otherwise stated)

from impairment was included in Impairment, restructuring and other costs within our audited consolidated statement of operations for the year ended December 31, 2024.

Our Equity method investments as of December 31, 2024 and December 31, 2023 included the carrying value of our investment balance in Sirius XM Canada of $ 89 and $ 604 , respectively, and, as of each of December 31, 2024 and December 31, 2023, also included $ 7 and $ 8 , respectively, for the long-term value of the outstanding loan to Sirius XM Canada.

We recorded revenue from Sirius XM Canada as Other revenue in our audited consolidated statements of operations of $ 99 , $ 104 and $ 111 during the years ended December 31, 2024, 2023 and 2022, respectively.

In February 2020, we completed a $ 75 investment in Series G Membership Units of SoundCloud.

The Series G Units are convertible at the option of the holders at any time into shares of ordinary membership units of SoundCloud at a ratio of one ordinary membership unit for each Series G Unit.

The investment in SoundCloud is accounted for as an equity method investment as we do not have the ability to direct the most significant activities that impact SoundCloud's economic performance.

Our investment in SoundCloud is recorded in Equity method investments in our audited consolidated balance sheets.

Sirius XM has appointed two individuals to serve on SoundCloud's ten -member board of managers.

Sirius XM's share of SoundCloud's net loss was $ 2 , $ 6 and $ 2 for the years ended December 31, 2023, 2022 and 2021, respectively, which was recorded in Other (expense) income in our consolidated statements of comprehensive income.

In addition to our investment in SoundCloud, Pandora has an agreement with SoundCloud to be its exclusive ad sales representative in the US and certain European countries.

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We recorded revenue share expense related to this agreement of $ 59 , $ 54 and $ 55 for the years ended December 31, 2024, 2023 and 2022, respectively.

We also had related party liabilities of $ 20 and $ 19 as of December 31, 2023 and December 31, 2022, respectively, related to this agreement.

We also had related party liabilities of $ 20 as of each of December 31, 2024 and December 31, 2023, related to this agreement.

Former Parent

Liberty Media has one of its advisors and one of its directors on our board of directors.

Maffei, an advisor to Liberty Media, is the Chairman of our board of directors.

Sirius XM Holdings Inc.

is the product of a series of transactions that closed on Monday, September 9, 2024 with its Former Parent.

Refer to Note 1 for additional information regarding the Transactions.

In connection with the Transactions, we entered into several agreements with Liberty Media and its subsidiaries, including a Reorganization Agreement, an Agreement and Plan of Merger and a new Tax Sharing Agreement.

Refer to Note 17 for more information regarding the Tax Sharing Agreement.

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

Our debt as of December 31, 2024 and December 31, 2023 consisted of the following:

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Payable December 31, 2024 December 31, 2024 December 31, 2023

Sirius XM Holdings notes and loans:

Sirius XM Holdings (b)

3.75 % Convertible Senior Notes

December 1, 2023 semi-annually on June 1 and December 1 $ — $ — $ 193

(b) (f) April 2022 Incremental Term Loan April 11, 2024 variable fee paid monthly 500 500 500

(b) August 2021 3.125 % Senior Notes

March 15, 2028 Semi-annually in arrears on March 15 and September 15

$ 575 $ 594 $ 688

Sirius XM Holdings (b)

November 2019

2.75 % Exchangeable Senior Debentures

December 1, 2049 quarterly in arrears on March 1, June 1, September 1, and December 1

Sirius XM Holdings

Sirius XM notes and loans:

Sirius XM (c)

April 2022 Incremental Term Loan April 11, 2024 variable fee paid monthly — — 500

Sirius XM (c)

September 2024 Incremental Term Loan

September 9, 2027 variable fee paid quarterly 1,086 1,086 —

December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") August 31, 2026 variable fee paid quarterly — — —

Sirius XM (c)

August 2021 3.125 % Senior Notes

September 1, 2026 semi-annually on March 1 and September 1 1,000 996 994

(b) July 2017 5.00 % Senior Notes

Sirius XM (c)

July 2017 5.00 % Senior Notes

August 1, 2027 semi-annually on February 1 and August 1 1,500 1,495 1,494

(b) June 2021 4.00 % Senior Notes

Sirius XM (c)

June 2021 4.00 % Senior Notes

July 15, 2028 semi-annually on January 15 and July 15 2,000 1,988 1,985

(b) June 2019 5.500 % Senior Notes

Sirius XM (c)

June 2019 5.500 % Senior Notes

July 1, 2029 semi-annually on January 1 and July 1 1,250 1,243 1,241

(b) June 2020 4.125 % Senior Notes

Sirius XM (c)

June 2020 4.125 % Senior Notes

July 1, 2030 semi-annually on January 1 and July 1 1,500 1,490 1,488

(b) August 2021 3.875 % Senior Notes

Sirius XM (c)

August 2021 3.875 % Senior Notes

September 1, 2031 semi-annually on March 1 and September 1 1,500 1,488 1,487

(e) December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") August 31, 2026 variable fee paid quarterly — — 80

Sirius XM Various Finance leases Various n/a n/a 11 15

Total Debt 9,204 9,463

10,391 11,161

total current maturities

total deferred financing costs 9 11

total deferred financing costs, net

Total long-term debt $ 10,314 $ 10,073

(a) The carrying value of the obligations is net of any remaining unamortized original issue discount.

(b) All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the Incremental Term Loan and these notes.

(d) We acquired $ 193 in principal amount of the 1.75 % Convertible Senior Notes due 2023 as part of the acquisition of Pandora Media, Inc.

During the year ended December 31, 2023, certain investors exercised their right to require a Special Repurchase, as defined in the indenture governing such notes, and Pandora repurchased $ 173 in outstanding

(a) The carrying value of the obligations is net of any remaining unamortized original issue discount except for the debt measured at fair value noted in (b) below.

(b) Measured at fair value.

to each series of Sirius XM notes in connection with the conversion of Sirius XM into a Delaware limited liability company.

All material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the Incremental Term Loan and these notes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

principal amount of the 1.75 % Convertible Senior Notes due 2023 with cash for an aggregate purchase price equal to 100 % of the principal amount of the notes repurchased plus accrued and unpaid interest to the date of repurchase.

In December 2023, Pandora retired the remaining $ 20 of outstanding principal amount of the 1.75 % Convertible Senior Notes due 2023 at maturity with cash for 100 % of the principal amount plus accrued and unpaid interest to the date of maturity.

(e) In August 2021, Sirius XM entered into an amendment to extend the maturity of the $ 1,750 Credit Facility to August 31, 2026.

Sirius XM's obligations under the Credit Facility are guaranteed by its material domestic subsidiaries, including Pandora and its subsidiaries, and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries.

From and after July 1, 2023, Sirius XM borrowings are based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate based on its debt to operating cash flow ratio.

(Dollars and shares in millions, except per share amounts or otherwise stated)

Sirius XM Holdings notes and loans:

3.75 % Convertible Senior Notes due 2028

On March 10, 2023, Liberty Media issued $ 575 aggregate principal amount of its 3.75 % convertible notes due 2028 (the “Convertible Notes”).

In connection with the Transactions, we assumed all of the obligations of Liberty Media under the indenture governing the Convertible Notes and the Convertible Notes.

The Convertible Notes accrue interest at a rate of 3.75 % per annum and mature on March 15, 2028.

As of December 31, 2024, the conversion rate for the Convertible Notes was 29.9941 shares (not in millions) of our common stock per $1,000 principal amount (not in millions) of Convertible Notes, equivalent to a conversion price of approximately $ 33.34 per share of our common stock (not in millions).

Holders of the Convertible Notes may convert their Convertible Notes, in integral multiples of $1,000 principal amount, at their option, under the following circumstances:

(i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or more than 130 % of the conversion price of the Convertible Notes on the last day of such preceding calendar quarter;

(ii) during the five business-day period after any five consecutive trading-day period (the “Measurement Period”), in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of that Measurement Period was less than 98 % of the product of the last reported sale price of our common stock and the applicable conversion rate for the Convertible Notes on each such trading day;

(iii) if the Company calls the Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption;

or (iv) upon the occurrence of specified corporate events described in the Convertible Notes Indenture.

In addition, holders may convert their Convertible Notes at their option at any time on or after December 15, 2027 and ending on the close of business on the second scheduled trading day immediately preceding the stated maturity date for the Convertible Notes, without regard to the foregoing circumstances.

Upon a conversion of the Convertible Notes, we may elect to pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of our common stock.

We elected to account for the Convertible Notes using the fair value option.

See Note 5 for information related to unrealized gains (losses) on debt measured at fair value.

2.75 % Exchangeable Senior Debentures due 2049

On November 26, 2019, Liberty Media issued approximately $ 604 aggregate principal amount of its 2.75 % exchangeable senior debentures due 2049 (the “Exchangeable Notes”).

In connection with the Transactions, Liberty Media transferred and assigned its rights and liabilities as obligor and maker of the Exchangeable Notes and its obligations under the indenture governing the Exchangeable Notes to us.

Pursuant to the terms of the indenture governing the Exchangeable Notes and as a result of the Transactions, certain holders of the Exchangeable Notes exercised their right to require us to repurchase their Exchangeable Notes.

During the three months ended December 31, 2024, we repurchased or redeemed the remaining $ 604 original principal amount ($ 585 adjusted principal amount) of Exchangeable Notes with cash for an aggregate purchase price of $ 589 .

We elected to account for the Exchangeable Notes using the fair value option.

See Note 5 for information related to unrealized gains (losses) on debt measured at fair value.

As a result of the repurchases and redemption, we recognized a gain on extinguishment of $ 12 in our audited consolidated statements of operations.

In February 2021, Liberty Siri MarginCo, LLC (“Siri MarginCo”), a wholly-owned subsidiary of SplitCo which merged with and into SplitCo following the Transactions, borrowed $ 125 pursuant to an amendment to its margin loan agreement secured by shares of our common stock (the “Margin Loan”) that was comprised of an $ 875 term loan and an $ 875 revolving line of credit.

The term loan and any drawn portion of the revolver carried an interest rate of the London Inter-Bank Offer Rate plus 2.00 % with the undrawn portion carrying a fee of 0.50 %.

In March 2023, Siri MarginCo amended the Margin Loan, increasing the revolving line of credit to $ 1,075 , extending the maturity to March 2026 and changing the interest rate to the Secured Overnight Financing Rate (“SOFR”) plus 2.25 %.

During the year ended December 31, 2024, Siri MarginCo repaid all of the $ 695 of borrowings outstanding under the term loan.

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

Sirius XM notes and loans:

The Credit Facility

In August 2021, Sirius XM entered into an amendment to extend the maturity of the $ 1,750 Credit Facility to August 31, 2026.

Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and by Sirius XM Inc.

and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries.

From and after July 1, 2023, Sirius XM's borrowings are based on the SOFR plus an applicable rate based on its debt to operating cash flow ratio.

Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis.

The variable rate for the unused portion of the Credit Facility was 0.25 % per annum as of December 31, 2024.

All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our consolidated balance sheets due to the long-term maturity of this debt.

(f) In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $ 500 which matures on April 11, 2024.

Interest on the Incremental Term Loan borrowing is based on SOFR plus an applicable rate.

On August 2, 2021, Sirius XM redeemed $ 1,000 in outstanding principal amount of its 3.875 % Senior Notes due 2022 for an aggregate purchase price, including interest, of $ 1,019 .

On August 16, 2021, Sirius XM redeemed $ 1,500 in outstanding principal amount of its 4.625 % Senior Notes due 2024 for an aggregate purchase price, including premium and interest, of $ 1,541 .

On September 2, 2021, Sirius XM redeemed $ 1,000 in outstanding principal amount of its 5.375 % Senior Notes due 2026 for an aggregate purchase price, including premium and interest, of $ 1,034 .

During the year ended December 31, 2021, we recognized $ 83 to Loss on extinguishment of debt, consisting primarily of redemption premiums of $ 62 , unamortized discount and unamortized deferred financing fees, as a result of these redemptions.

All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our audited consolidated balance sheets due to the long-term maturity of this debt.

In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $ 500 .

Interest on the Incremental Term Loan borrowing was based on the SOFR plus an applicable rate.

On April 11, 2024, the Incremental Term Loan matured and was retired with cash for 100 % the principal amount plus accrued and unpaid interest to the date of maturity.

On January 26, 2024, Sirius XM entered into an amendment to the Credit Facility to, among other things, incorporate a $ 1,100 delayed draw incremental term loan.

Subject to the conditions described in the amendment, the delayed draw incremental term loan was available to be drawn by Sirius XM in up to three separate drawings until December 31, 2024.

Once drawn, interest on the delayed draw incremental term loan is based on SOFR plus an applicable rate.

On September 3, 2024, Sirius XM entered into a technical amendment to the Credit Facility to add a parent guarantee from Sirius XM Inc.

to the Credit Facility in connection with the conversion of Sirius XM into a Delaware limited liability company.

As of December 31, 2024, there was no outstanding balance under the Credit Facility and the outstanding amount under the incremental term loan was $ 1,086 .

Covenants and Restrictions

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If an event of default occurs and is continuing, our debt could become immediately due and payable.

At December 31, 2023 and December 31, 2022, we were in compliance with our debt covenants.

Fair Value of Debt

The fair values, based on quoted market prices of the same instruments but not considered to be active markets (Level 2), of Sirius XM’s debt securities, not reported at fair value, whose carrying value does not approximate fair value, are as follows:

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

(14) Stockholders’ Equity

(Dollars and shares in millions, except per share amounts or otherwise stated)

December 31, 2024 December 31, 2023

Sirius XM 3.125 % Senior Notes due 2026

Sirius XM 5.0 % Senior Notes due 2027

$ 1,459 $ 1,444

Sirius XM 4.0 % Senior Notes due 2028

$ 1,843 $ 1,827

Sirius XM 5.50 % Senior Notes due 2029

$ 1,198 $ 1,202

Sirius XM 4.125 % Senior Notes due 2030

$ 1,311 $ 1,326

Sirius XM 3.875 % Senior Notes due 2031

$ 1,258 $ 1,277

Common Stock, par value $ 0.001 per share

We are authorized to issue up to 900 shares of common stock.

There were 3,843 and 3,891 shares of common stock issued and outstanding on December 31, 2023 and December 31, 2022, respectively.

There were 339 and zero shares of common stock issued and outstanding on December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, there were 30 shares of common stock reserved for issuance in connection with outstanding stock-based awards to members of our board of directors, employees and third parties.

Transactions with Former Parent, net

An intergroup interest represents a quasi-equity interest which is not represented by outstanding shares of common stock;

rather, one of the Former Parent’s tracking stock groups has an attributed interest in another of the Former Parent’s tracking stock groups, which is generally stated in terms of a number of shares of such tracking stock.

Through prior year transactions with the Former Parent, intergroup interests in other tracking stock groups were established.

As of December 31, 2021, approximately 5.3 notional shares represented an 2.2 % intergroup interest in the Formula One Group held by the Liberty SiriusXM Group and approximately 2.3 notional shares represented a 3.7 % intergroup interest in the Braves Group held by the Liberty SiriusXM Group.

Liberty Media assumed that the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Formula One Group would be comprised of Series A Liberty Formula One common stock and the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock.

Therefore, the market prices of Series A Liberty Formula One and Series A Liberty Braves common stock were used for the mark-to-market adjustment for the intergroup interests held by Liberty SiriusXM Group, included in Other income, net in the audited consolidated statements of operations.

As of December 31, 2022, approximately 1.8 notional shares represented a 2.9 % intergroup interest in the Liberty Braves Group previously held by SplitCo and approximately 4.2 notional shares represented a 1.7 % intergroup interest in the Liberty Formula One Group ("Formula One Group") previously held by the SplitCo.

During September 2022, the Formula One Group and the Braves Group paid approximately $ 64 and $ 14 , respectively, to the Liberty SiriusXM Group to settle a portion of the intergroup interests in the Formula One Group and Braves Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes, as described in Note 13.

During March 2023, the Formula One Group paid approximately $ 202 to SplitCo to settle a portion of the intergroup interest in the Formula One Group held by SplitCo, as a result of the repurchase of a portion of Liberty Media's 1.375 % Cash Convertible Senior Notes due 2023.

On July 12, 2023, the Formula One Group paid approximately $ 71 to SplitCo to settle and extinguish the remaining intergroup interest in the Formula One Group held by SplitCo.

On July 18, 2023, Liberty Media completed the split-off of Atlanta Braves Holdings, Inc.

through a redemption of each outstanding share of Liberty Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings, Inc.

common stock.

The intergroup interest in the Liberty Braves Group attributed to SplitCo was settled and extinguished through the attribution of Atlanta Braves Holdings, Inc.

Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest.

Purchases of Common Stock of Former Parent

There were no repurchases of Liberty SiriusXM common stock during the years ended December 31, 2024 and 2023.

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

During the year ended December 31, 2022, Liberty Media repurchased 3.5 shares of Series A Liberty SiriusXM common stock for aggregate cash consideration of $ 161 and 4.5 shares of Series C Liberty SiriusXM common stock for aggregate cash consideration of $ 197 under the authorized repurchase program.

Cash Distributions to Parent

During the years ended December 31, 2024, 2023 and 2022, we paid cash distributions of $ — , $ 3 and $ 685 , respectively, to the Former Parent.

Sirius XM Holdings equity activity

All share and per share amounts have been adjusted to reflect the conversion of Old Sirius shares into SplitCo common stock on a one-for-ten basis.

Quarterly Dividends

During the year ended December 31, 2023, our board of directors declared and paid the following dividend:

Declaration Date Dividend Per Share Record Date Total Amount Payment Date

During the year ended December 31, 2024 and 2023, our board of directors declared and paid the following dividends:

Declaration Date Dividend Per Share Record Date Total Amount (1)

2024 dividends

January 24, 2024 $ 0.266 February 9, 2024 $ 102 February 23, 2024

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October 22, 2024 $ 0.270 November 5, 2024 $ 92 November 21, 2024

2023 dividends

January 25, 2023 $ 0.242 February 9, 2023 $ 94 February 24, 2023

April 19, 2023 $ 0.242 May 5, 2023 $ 94 May 24, 2023

July 26, 2023 $ 0.242 August 8, 2023 $ 93 August 30, 2023

October 25, 2023 $ 0.266 November 7, 2023 $ 102 November 29, 2023

(1) During the years ended December 31, 2024 and 2023, we paid dividends of $ 143 and $ 65 , respectively, to noncontrolling interests.

Stock Repurchase Program

As of December 31, 2023, our board of directors had approved for repurchase an aggregate of $ 18,000 of our common stock.

Our board of directors did 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, 2023, our cumulative repurchases since December 2012 under our stock repurchase program totaled 3,731 shares for $ 16,834 , and $ 1,166 remained available for future share repurchases under our stock repurchase program.

As of December 31, 2024, our board of directors approved for repurchase an aggregate of $ 1,166 of our common stock.

The board of directors did 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 in accelerated stock repurchase transactions, or otherwise.

We intend to fund any stock repurchases through a combination of cash on hand, cash generated by operations and future borrowings.

The size and timing of any purchases will be based on a number of factors, including price and business and market conditions.

Prior to the closing of the Transactions, the board of directors of Old Sirius had approved the repurchase of an aggregate of $ 18,000 of its common stock.

As of the closing of the Transactions, Old Sirius' cumulative repurchases since December 2012 under that stock repurchase program totaled 373 shares for $ 16,834 , and $ 1,166 remained available under that stock repurchase program.

The stock repurchase program of Old Sirius was terminated on the closing date of the Transactions.

Following the closing of the Transactions, on September 9, 2024, our board of directors authorized for repurchase an aggregate of $ 1,166 of our common stock.

As of December 31, 2024, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 301 thousand shares for $ 7 , and $ 1,160 remained available for additional repurchases under our existing stock repurchase program authorization.

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

The following table summarizes our total share repurchase activity for the years ended:

December 31, 2024 December 31, 2023 December 31, 2022

Share Repurchase Type Shares Amount Shares Amount Shares Amount

Open Market Repurchases

Share Repurchase Type Shares (in thousands)

Amount Shares (in thousands)

Open Market Repurchases (a)

301 $ 7 6,938 $ 274 10,279 $ 640

Preferred Stock, par value $ 0.001 per share

We are authorized to issue up to 50 shares of undesignated preferred stock with a liquidation preference of $ 0.001 per share.

There were no shares of preferred stock issued or outstanding as of December 31, 2023 and December 31, 2022.

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

(a) As of December 31, 2024, $ 1 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our audited consolidated balance sheets and audited consolidated statement of equity.

(15) Benefit Plans

We recognized share-based payment expense of $ 184 , $ 197 and $ 202 for the years ended December 31, 2023, 2022 and 2021, respectively.

Included in the accompanying audited consolidated statements of operations are the following amounts of share-based compensation expense:

For the Years Ended December 31,

2024 2023 2022

Cost of services:

Programming and content $ 36 $ 34 $ 34

Customer service and billing 5 5 6

Transmission 5 6 6

Sales and marketing 45 45 52

Product and technology

General and administrative 65 67 72

$ 200 $ 203 $ 209

We account for equity instruments granted in accordance with ASC 718, Compensation - Stock Compensation .

16 unchanged sentences

Our assumptions may change in future periods.

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

SplitCo Awards

Liberty Media granted, to certain of its directors and employees, restricted stock awards ("RSAs"), restricted stock units ("RSUs") and stock options to purchase shares of SplitCo common stock (collectively, "SplitCo Awards").

SplitCo measured the cost of employee services received in exchange for an equity classified SplitCo Award based on the grant-date fair value (“GDFV”) of the SplitCo Award and recognized that cost over the period during which the employee is required to provide service (usually the vesting period of the SplitCo Award).

SplitCo measured the cost of employee services received in exchange for a liability classified SplitCo Award based on the current fair value of the SplitCo Award and remeasures the fair value of the SplitCo Award at each reporting date.

At the time of the Split-Off, outstanding stock options to purchase shares of SplitCo common stock were accelerated and became fully vested and exchanged into stock options to purchase shares of our common stock adjusted based on the exchange ratio identified in the Liberty Sirius XM Holdings Inc.

Transitional Stock Adjustment Plan (the “SplitCo Award Exchange Ratio”).

The RSAs and RSUs with respect to shares of SplitCo common stock accelerated, became fully vested, and are treated as outstanding shares of our common stock and as such were exchanged into shares of our common stock based on the SplitCo Award Exchange Ratio.

Following the Split-Off, a portion of the outstanding stock options to purchase shares of our common stock are to be settled in cash as the underlying shares were not registered, and therefore these awards were classified as liability awards and will be remeasured at each reporting date.

As of December 31, 2024, we recognized a liability of $ 2 related to these awards.

The following table presents the number and weighted average exercise price ("WAEP") of options to purchase shares of our common stock granted to certain officers, employees and directors of Liberty Media, as well as the weighted average remaining life and aggregate intrinsic value of the options.

The shares and WAEP have been adjusted for the exchange ratio of 0.8375 shares of Sirius XM Holdings per share of SplitCo.

Refer to Note 1 for more information.

Options (000's) WAEP Weighted

life (years) Aggregate

Outstanding at January 1, 2024 5 $ 34.78

Exercised ( 1 ) $ 30.98

Forfeited/Cancelled — $ —

Transfer to Sirius XM Holdings (1)

( 4 ) $ 35.56

Outstanding at December 31, 2024 —

(1) As discussed in the paragraph above, outstanding stock options to purchase shares of SplitCo common stock were accelerated and became fully vested and exchanged into stock options to purchase shares of our common stock, adjusted based on the SplitCo Award Exchange Ratio.

Liberty Media calculated the GDFV for its equity classified options using the Black-Scholes Model.

Liberty Media estimated the expected term of the options based on historical exercise and forfeiture data.

The volatility used in the calculation for options was based on the historical volatility of SplitCo common stock and, when available, the implied volatility of publicly traded SplitCo options.

SplitCo uses a zero-dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

As of December 31, 2024, we reserved 4.1 shares of our common stock for issuance under exercise privileges of outstanding stock options previously granted by Liberty Media.

Sirius XM Holdings Awards

2024 Long-Term Stock Incentive Plan

In May 2015, our stockholders approved the Sirius XM Holdings Inc.

In connection with the Transactions, Liberty Media, as the sole stockholder of SplitCo, approved the Sirius XM Holdings Inc.

2024 Long-Term Stock Incentive Plan (the “2024 Plan”).

Employees, consultants and members of our board of directors are eligible to receive awards under the 2015 Plan.

The 2015 Plan provides for the grant of stock options, restricted stock awards, restricted stock units and other stock-based awards that the Compensation Committee of our Board of Directors deems appropriate.

Stock-based awards granted under the 2015 Plan are generally subject to a graded vesting requirement, which is generally three to four years from the grant date.

Employees, consultants and non-employee members of Sirius XM Holdings’ board of directors are eligible to receive awards under the 2024 Plan.

The 2024 Plan provides for the grant of stock options, stock appreciation rights (“SARs”), RSAs, RSUs and other stock-based awards that the compensation committee (the “Compensation Committee”) of our board of directors deems appropriate.

Stock-based awards granted under the 2024 Plan are generally subject to a graded vesting requirement.

Stock options generally expire ten years from the date of grant.

Restricted stock units include performance-based restricted stock units (“PRSUs”), the vesting of which are subject to the achievement of performance goals and the employee's continued employment and generally cliff vest on the third anniversary of the grant date.

Each restricted stock unit entitles the holder to receive one share of common stock upon vesting.

As of December 31, 2023, 106 shares of common stock were available for future grants under the 2015 Plan.

The Compensation Committee intends to award equity-based compensation to our senior management in the form of:

stock options, restricted stock units, PRSUs, which will cliff vest after a performance period target established by the Compensation Committee is achieved, and PRSUs, which will cliff vest after a performance period based on the performance of our common stock relative to the companies included in the S&P 500 Index, which we refer to as a relative “TSR” or “total stockholder return” metric.

TSRs based on the relative total stockholder return metric will only vest if our performance achieves at least the 25th percentile, with a target payout requiring performance at the 50th percentile.

The settlement of PRSUs earned in respect of the applicable performance period will be generally subject to the executive’s continued employment with us through the date the total stockholder return performance is certified by the Compensation Committee.

We maintain six share-based benefit plans in addition to the 2015 Plan — the Sirius XM Radio Inc.

2009 Long-Term Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc., the Pandora Media, Inc.

2011 Equity Incentive Plan, the Pandora Media, Inc.

2004 Stock Plan

RSUs include performance-based RSUs (“PRSUs”), the vesting of which are subject to the achievement of performance goals

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

and the TheSavageBeast.com, Inc.

2000 Stock Incentive Plan.

(Dollars and shares in millions, except per share amounts or otherwise stated)

and the employee’s continued employment.

Each RSU entitles the holder to receive one share of common stock upon vesting.

As of December 31, 2024, 35 shares of our common stock were available for future grants under the 2024 Plan.

Transitional Stock Adjustment Plan

In connection with the Transactions, Liberty Media, as the sole stockholder of SplitCo, approved the Sirius XM Holdings Inc.

Transitional Stock Adjustment Plan (the “Transitional Plan”).

Current and former employees and consultants of Liberty Media or a former direct or indirect subsidiary of Liberty Media, any successor of any such former subsidiary, and the parent company (directly or indirectly) of any such former subsidiary or successor (collectively, a “Qualifying Subsidiary”) or a member of the board of directors of Liberty Media or a Qualifying Subsidiary and in each case, who, as of September 9, 2024, (a) held an outstanding option of any series of Liberty Media’s Liberty SiriusXM common stock (a “Liberty Media SiriusXM Option Award”) pursuant to (i) the Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015), as amended, (ii) the Liberty Media Corporation 2013 Nonemployee Director Plan (Amended and Restated as of December 17, 2015), as amended, (iii) the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended, (iv) the Liberty Media Corporation 2022 Omnibus Incentive Plan, as amended, and/or (v) any other stock option or incentive plan adopted or assumed by Liberty Media (each, a “Liberty Media Incentive Plan”) and (b) received an option under the Transitional Plan in accordance with the terms of the Reorganization Agreement were eligible to receive awards under the Transitional Plan.

The Transitional Plan provided for the grant of stock options.

Stock options were subject to all the terms and conditions of the applicable Liberty Media Incentive Plan and associated instrument under which the corresponding Liberty Media SiriusXM Option Award was made.

As of December 31, 2024, 3 shares of our common stock were reserved for issuance in connection with outstanding stock based awards in connection with the Transitional Plan.

We maintain four share-based benefit plans in addition to the 2024 Plan and the Transitional Plan — the Sirius XM Holdings Inc.

2015 Long-Term Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc.

and the Pandora Media, Inc.

2011 Equity Incentive Plan.

Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans.

The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees:

The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees under the Sirius XM Awards:

For the Years Ended December 31,

4 unchanged sentences

Expected dividend yield 2.8 % 2.0 % 1.3 %

The following table summarizes stock option activity under our share-based plans for the years ended December 31, 2023, 2022 and 2021:

Options Weighted-Average

Exercise Price

Per Share Weighted-Average

The following table summarizes stock option activity under our share-based plans for the years ended December 31, 2024:

Weighted-Average

Contractual Term (Years) Aggregate

Outstanding at the beginning of January 1, 2021 184 $ 4.73

Granted 54 $ 6.14

Exercised ( 72 ) $ 3.98

Forfeited, cancelled or expired ( 5 ) $ 6.73

Outstanding as of December 31, 2021 161 $ 5.47

Granted 11 $ 6.46

Exercised ( 35 ) $ 4.31

Forfeited, cancelled or expired ( 3 ) $ 6.52

Outstanding as of December 31, 2022 134 $ 5.55

Outstanding as of January 1, 2024

Granted 3 $ 41.95

1 unchanged sentence

Forfeited, cancelled or expired ( 1 ) $ 49.89

Transfer in from SplitCo (1)

Outstanding as of December 31, 2024 18 $ 49.69 4.38 $ —

Exercisable as of December 31, 2024 14 $ 50.60 3.44 $ —

The weighted average grant date fair value per stock option granted during the years ended December 31, 2023, 2022 and 2021 was $ 1.23 , $ 1.48 and $ 1.77 , respectively.

The total intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 15 , $ 77 and $ 170 , respectively.

During the years ended December 31, 2023, 2022 and 2021 the number of net settled shares issued as a result of stock option exercises was 2 , 8 and 22 , respectively.

We recognized share-based payment expense associated with stock options of $ 30 , $ 35 and $ 42 for each of the years ended December 31, 2023, 2022 and 2021, respectively.

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

The following table summarizes the restricted stock unit, including PRSU, activity under our share-based plans for the years ended December 31, 2023, 2022 and 2021:

Shares Grant Date

Fair Value Per Share

Nonvested at the beginning of January 1, 2021 75 $ 6.06

Granted 40 $ 6.35

Vested ( 26 ) $ 6.02

Forfeited ( 9 ) $ 6.11

Nonvested as of December 31, 2021 80 $ 6.22

Granted 46 $ 6.55

Vested ( 32 ) $ 6.18

Forfeited ( 9 ) $ 6.36

Nonvested as of December 31, 2022 85 $ 6.38

(Dollars and shares in millions, except per share amounts or otherwise stated)

(1) As discussed above, outstanding stock options to purchase shares of SplitCo common stock were accelerated and became fully vested and exchanged into stock options to purchase shares of our common stock adjusted based on the SplitCo Award Exchange Ratio under the Transitional Plan.

The weighted average GDFV per stock option granted during the years ended December 31, 2024, 2023 and 2022 was $ 12.31 , $ 1.23 and $ 1.48 , respectively.

The total intrinsic value of stock options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 1 , $ 15 and $ 77 , respectively.

During the years ended December 31, 2024, 2023 and 2022, the number of net settled shares issued as a result of stock option exercises was less than 1 , 2 and 8 , respectively.

The following table summarizes the RSUs, including PRSUs, activity under our share-based plans for the years ended December 31, 2024:

Shares GDFV Per Share

Nonvested as of January 1, 2024 9 $ 55.91

Granted 7 $ 33.21

2 unchanged sentences

Nonvested as of December 31, 2024 12 $ 42.33

The total intrinsic value of restricted stock units, including PRSUs, vesting during the years ended December 31, 2023, 2022 and 2021 was $ 147 , $ 207 and $ 166 , respectively.

During the years ended December 31, 2023, 2022 and 2021 the number of net settled shares issued as a result of restricted stock units vesting totaled 19 , 19 and 16 , respectively.

During the years ended December 31, 2023, 2022 and 2021 we granted 4 , 6 and 7 PRSUs to certain employees, respectively.

The total intrinsic value of RSUs, including PRSUs, vesting during the years ended December 31, 2024, 2023 and 2022 was $ 113 , $ 147 and $ 207 , respectively.

During the years ended December 31, 2024, 2023 and 2022 , the number of net settled shares issued as a result of RSUs vesting totaled 2 , 19 and 19 , respectively.

During the years ended December 31, 2024, 2023 and 2022, we granted 1 , 4 and 6 , respectively, PRSUs to certain employees.

We believe it is probable that the performance target applicable to these PRSUs will be achieved.

In connection with the cash dividends paid during the years ended December 31, 2023, 2022 and 2021 we granted 1 , 4 and 1 , respectively, restricted stock units, including PRSUs, in accordance with the terms of existing award agreements.

These grants did not result in any additional incremental share-based payment expense being recognized during the years ended December 31, 2023, 2022 and 2021.

We recognized share-based payment expense associated with restricted stock units, including PRSUs, of $ 154 , $ 162 and $ 160 for the years ended December 31, 2023, 2022 and 2021, respectively.

Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units, including PRSUs, granted to employees, members of our board of directors and third parties at December 31, 2023 and December 31, 2022 was $ 423 and $ 472 , respectively.

In connection with the cash dividends paid during the years ended December 31, 2024, 2023 and 2022, we granted less than 1 , 1 and 4 , respectively, RSUs, including PRSUs, in accordance with the terms of existing award agreements.

These grants did not result in any additional incremental share-based payment expense being recognized during the years ended December 31, 2024.

Total unrecognized compensation costs related to unvested share-based payment awards for our stock options and RSUs, including PRSUs, granted to employees, members of our board of directors and third parties at December 31, 2024 and December 31, 2023 was $ 402 and $ 423 , respectively.

The total unrecognized compensation costs at December 31, 2024 are expected to be recognized over a weighted-average period of 2.6 years.

401(k) Savings Plans

Sirius XM sponsors the Sirius XM Radio Inc.

We sponsor the Sirius XM Radio Inc.

401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees.

6 unchanged sentences

Sirius XM Holdings Inc.

AND SUBSIDIARIES

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(Dollars and shares in millions, except per share amounts)

Sirius XM Holdings Inc.

Deferred Compensation Plan

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We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP.

Contributions to the DCP, net of withdrawals, were $( 3 ), $( 1 ) and $ 4 for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023 and December 31, 2022, the fair value of the investments held in the trust were $ 53 and $ 47 , respectively, which is included in Other long-term assets in our consolidated balance sheets and classified as trading securities.

Trading gains and losses associated with these investments are recorded in Other (expense) income within our consolidated statements of comprehensive income.

The associated liability is recorded within Other long-term liabilities in our consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our consolidated statements of comprehensive income.

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(Dollars and shares in millions, except per share amounts or otherwise stated)

Contributions to the DCP, net of withdrawals, for the years ended December 31, 2024, 2023 and 2022, were $( 1 ), $( 3 ) and $( 1 ), respectively.

As of December 31, 2024 and December 31, 2023, the fair value of the investments held in the trust were $ 60 and $ 53 , respectively, which is included in Other long-term assets in our audited consolidated balance sheets and classified as trading securities.

Trading gains and losses associated with these investments are recorded in Other (expense) income within our audited consolidated statements of operations.

The associated liability is recorded within Other long-term liabilities in our audited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our audited consolidated statements of operations.

We recorded gains (losses) on investments held in the trust of $ 6 , $ 7 and $( 10 ) for the years ended December 31, 2024, 2023 and 2022, respectively.

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Cash interest payments.

Cash interest payments include interest due on outstanding debt and capital lease payments through maturity.

Cash interest payments include interest due on outstanding debt and finance lease payments through maturity.

Satellite and transmission.

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

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

We also have entered into agreements with third parties to operate and maintain satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks.

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Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors.

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Satellite incentive payments.

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We have entered into both cancelable and non-cancelable operating leases for office space, terrestrial repeaters, data centers and equipment.

These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years , and certain leases have options to renew.

These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years , and

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(Dollars and shares in millions, except per share amounts or otherwise stated)

certain leases have options to renew.

Total rent recognized in connection with leases for the years ended December 31, 2024, 2023 and 2022 was $ 63 , $ 64 and $ 68 , respectively.

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The cumulative minimum guarantee, based on forecasts, considers factors such as listening hours, downloads, revenue, subscribers and other terms of each agreement that impact our expected attainment or recoupment of the minimum guarantees based on the relative attribution method.

We have entered into certain tax equity investments in which we expect to make future contributions.

These future contributions are expected to be made over the remaining respective terms of the investments and totaled $ 735 as of December 31, 2024, of which $ 88 is expected to be paid in 2025 and the remainder thereafter.

Several of our content agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, cause our payments under those agreements to escalate.

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Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss.

We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because:

We may be unable to reasonably estimate the possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because:

(i) the damages sought are indeterminate;

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Sirius XM Radio Inc.

On December 20, 2023, the People of the State of New York, by Letitia James, Attorney General of the State of New York (the “NY AG”), filed a Petition in the Supreme Court of the State of New York, New York County, against us.

The Petition alleges various violations of New York law and the federal Restore Online

The Petition alleges various violations of New York law and the federal Restore Online Shoppers’ Confidence Act (“ROSCA”) arising out of Sirius XM's subscription cancellation practices.

In general, the Petition alleges that Sirius XM requires consumers to devote an excessive amount of time to cancel subscriptions and have not implemented cancellation processes that are simple and efficient.

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Shoppers’ Confidence Act (“ROSCA”) arising out of our subscription cancellation practices.

The Petition is the product of a subpoena that the NY AG issued in December 2021 seeking documents relating to our subscription cancellation practices and the related investigation.

In general, the Petition alleges that we require consumers to devote an excessive amount of time to cancel subscriptions and have not implemented cancellation processes that are simple and efficient.

(Dollars and shares in millions, except per share amounts or otherwise stated)

The Petition claims to be brought under certain provisions of New York law that authorize the NY AG to initiate special proceedings seeking injunctive and other equitable relief in cases of persistent business fraud or illegality.

The Petition seeks:

a permanent injunction from us violating provisions of New York law and ROSCA arising out of the alleged fraudulent, deceptive and illegal practices associated with our subscription cancellation procedures;

a permanent injunction against violating provisions of New York law and ROSCA arising out of the alleged deceptive practices associated with Sirius XM's subscription cancellation procedures;

an accounting of each consumer who cancelled, or sought to cancel, a satellite radio subscription, including the duration of the cancel interaction and the funds collected from such consumers after that interaction;

monetary restitution and damages to aggrieved consumers;

disgorgement of all profits resulting from the alleged illegal, deceptive and fraudulent acts;

disgorgement of all profits resulting from the alleged improper acts;

civil penalties;

and the NY AG’s costs.

In January 2024, Sirius XM filed to remove this action to the United States District Court for the Southern District of New York.

The NY AG has informed the court that it intends to oppose the removal and seek a remand to the Supreme Court of the State of New York.

We believe we have substantial defenses to the claims asserted in this action, and we intend to defend this action vigorously.

Sirius XM filed an Answer to the Petition and cross moved for summary judgment with respect to various claims asserted in the Petition.

In November 2024, a New York Court granted Sirius XM summary judgment on all but one of the NY AG's claims.

The New York Court did find that Sirius XM's cancellation practices violated the “simple mechanism requirement” for subscription cancellations contained in ROSCA.

As a result of the Court's findings, Sirius XM now permits New York residents who purchase a subscription online to also cancel that subscription online, a cancellation mechanism that is at least as easy to use as the method the consumer used to initiate the subscription.

The NY AG has filed a notice of appeal relating to the four counts in the Petition that the Court granted Sirius XM summary judgment with respect to.

Sirius XM has also filed a notice of appeal relating to the one count in the Petition, the violation of ROSCA, that the Court granted the State of New York summary judgment with respect to.

Sirius XM believes it has substantial defenses to the action and intends to defend this action vigorously.

Music Royalty Fee Actions and Mass Arbitrations .

A number of class actions and mass arbitrations have been commenced against us relating to our pricing, billing and subscription marketing practices.

A number of class actions and mass arbitrations have been commenced against Sirius XM relating to its pricing, billing and subscription marketing practices.

Although each class action and mass arbitration contains unique allegations;

in general, the actions and arbitrations allege that we falsely advertised our music subscription plans at lower prices than we actually charge, that we allegedly did not disclose our “U.S.

Music Royalty Fee”, and that we have taken other actions to prevent customers from discovering the existence, amount and nature of the U.S.

in general, the actions and arbitrations allege that Sirius XM falsely advertised its music subscription plans at lower prices than it actually charges, that it allegedly did not disclose its “U.S.

Music Royalty Fee”, and that Sirius XM has taken other actions to prevent customers from discovering the existence, amount and nature of the U.S.

Music Royalty Fee in violation of various state consumer protection laws.

The plaintiffs and claimants seek to enjoin us from advertising our music subscription plans without specifically disclosing the existence and amount of the U.S.

Music Royalty Fee.

The plaintiffs and claimants also seek disgorgement, restitution and/or damages in the aggregate amount of U.S Music Royalty Fees paid by customers, as well as statutory and punitive damages where available.

To date, the actions and arbitrations filed against us include:

The plaintiffs and claimants seek disgorgement, restitution and/or damages in the aggregate amount of U.S.

Music Royalty Fees paid by customers, as well as statutory and punitive damages where available.

To date, the actions and arbitrations filed against Sirius XM include:

• On April 14, 2023, Ayana Stevenson and David Ambrose, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM in the Superior Court of the State of California, County of Contra Costa.

The case was removed to the United States District Court for the Northern District of California which compelled arbitration of all claims on November 9, 2023.

The case was removed to the United States District Court for the Northern District of California, which issued an Order on November 9, 2023 granting Sirius XM’s Motion to Compel Arbitration and dismissed the complaint.

Plaintiffs appealed the Court’s granting of the Motion, and Sirius XM cross-appealed the Court’s dismissal in lieu of the issuance of a stay pending arbitration.

The appeal and cross-appeal have been dismissed leaving the District Court’s order compelling arbitration in place.

• On May 17, 2023, Robyn Posternock, Muriel Salters and Philip Munning, individually, as private attorneys general, and on behalf of all other New Jersey persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the District of New Jersey.

Salters and Mr.

Munning have since withdrawn their claims and a motion to compel arbitration with Ms.

Posternock has been fully briefed.

• On June 5, 2023, Christopher Carovillano and Steven Brandt, individually, as private attorneys general, and on behalf of all other United States persons similarly situated (excluding persons in the states of California, New Jersey and Washington), filed a class action complaint against Sirius XM in the United States District Court for the Southern District of New York.

A motion to dismiss that complaint has been fully briefed.

• Commencing on June 5, 2023, the law firm of Hattis & Lukacs filed a series of mass arbitration claims against Sirius XM before the American Arbitration Association (the “AAA”), they currently purport to act on behalf of approximately 23,000 claimants.

Currently, only claims for approximately 1,425 claimants in California and New Jersey remain pending before the AAA.

The AAA has declined to administer the other claims.

• Other law firms have since threatened mass arbitration claims against Sirius XM before the AAA on behalf of approximately 28,000 additional claimants, many of which have added potential causes of action under the Electronic Funds Transfer Act.

Sirius XM filed a Motion to Compel Arbitration on August 18, 2023.

Sirius XM renewed that motion on June 14, 2024 and the renewed motion remains pending.

• On June 5, 2023, Christopher Carovillano and Steven Brandt, individually, as private attorneys general, and on behalf of all other U.S.

persons similarly situated (excluding persons in the states of California, New Jersey and Washington), filed a class action complaint against Sirius XM in the United States District Court for the Southern District of New York.

On February 6, 2024, the Court issued an Order denying Sirius XM’s Motion to Dismiss and Sirius XM filed an Answer to the complaint on February 20, 2024.

On May 24, 2024, Sirius XM filed a Motion for Partial Summary Judgement and to Strike Class Allegations.

On July 18, 2024, the Court issued an Opinion and Order granting Sirius XM's motion for partial summary judgement and striking the plaintiffs' class allegations.

Sirius XM has filed another motion for summary judgment as to plaintiff's remaining individual claims.

• On June 1, 2024, Elenamarie Burns, Jacqueline Gardner, and Lynne Silver filed a petition on behalf of 7,628 individuals in the Commercial Division of the Supreme Court of New York, County of New York, seeking to compel Sirius XM to arbitrate and advance the payment of American Arbitration Association (the "AAA") arbitration fees in

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We believe we have substantial defenses to the claims asserted in these actions and arbitrations, and we intend to defend these actions vigorously.

(Dollars and shares in millions, except per share amounts or otherwise stated)

connection with individual arbitrations.

On July 3, 2024, those petitioners filed an amended petition seeking the same relief on behalf of a revised list of 7,628 petitioners.

The Court has not taken any action in connection with the amended petition.

• On June 14, 2024, Kara Kirkpatrick, Gillian Maxfield, Anna Demarco and Cody Michael, individually and on behalf of all other Oregon persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the District of Oregon.

• On June 21, 2024, Cindy Balmores, Justin Braswell, Deborah Garvin, and Thea Anderson, individually, as private attorneys general, and on behalf of all other Washington persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Western District of Washington.

• On June 25, 2024, Denise Woods and Sherry Tapia, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Northern District of California.

• On June 26, 2024, Bonnie Wilson, individually and on behalf of all other U.S.

persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Southern District of New York.

• Commencing in June 2023, various law firms began filing mass arbitration claims against Sirius XM before the AAA.

Collectively, the law firms purport to act on behalf of approximately 70,000 claimants.

Several of the law firms have asserted additional causes of action under the Electronic Funds Transfer Act.

Sirius XM believes it has substantial defenses to the claims asserted in these actions and arbitrations, and it intends to defend these actions vigorously.

Other Matters .

In the ordinary course of business, we are a defendant in various other lawsuits and arbitration proceedings, including derivative actions;

In the ordinary course of business, Sirius XM Holdings, Sirius XM and its subsidiaries, such as Pandora, are defendants in various other lawsuits, mass arbitration and individual arbitration proceedings, including derivative actions;

actions filed by subscribers, both on behalf of themselves and on a class action basis;

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parties to contracts or leases;

and owners of patents, trademarks, copyrights or other intellectual property.

and owners of purported patents, trademarks, copyrights or other intellectual property.

None of these other matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations.

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income tax liabilities and setting forth agreements with respect to other tax matters.

The tax sharing agreement contains provisions that we believe are customary for tax sharing agreements between members of a consolidated group.

On November 3, 2021, Liberty Media informed us that it beneficially owned over 80% of the outstanding shares of our common stock, resulting in our inclusion in the 2021 consolidated tax return of Liberty Media.

The tax sharing agreement and our inclusion in Liberty Media’s consolidated tax group is not expected to have any material adverse effect on us.

We have calculated the provision for income taxes by using a separate return method.

Our current tax expense is the amount of tax payable on the basis of a hypothetical, current-year separate return.

We provided deferred taxes on temporary differences and on any carryforwards that we could claim on our hypothetical return and assess the need for a valuation allowance on the basis of our projected separate return results.

Any difference between the tax expense (or benefit) allocated to us under the separate return method and payments to be made to (or received from) Liberty Media for tax expense are treated as either dividends or capital contributions.

The tax sharing agreement contained provisions that we believed were customary for tax sharing agreements between members of a consolidated group.

On November 3, 2021, Liberty Media informed us that it beneficially owned over 80 % of the outstanding shares of our common stock, as a result of this, we were included in the consolidated tax return of Liberty Media beginning November 4, 2021.

In connection with the closing of the Transactions, on September 9, 2024, this existing Tax Agreement with Liberty Media was terminated, when Liberty Media completed the Split-Off and ceased to own any shares of our common stock.

As a result, we ceased to be a member of Liberty Media’s consolidate tax group beginning on September 9, 2024 and ceased to file a consolidated tax return with Liberty Media on such date.

In connection with the Transactions, we entered into a new Tax Sharing Agreement with Liberty Media.

The Tax Sharing Agreement generally allocates taxes, tax benefits, tax items, and tax-related losses between Liberty Media and us in a manner consistent with the tax sharing policies of Liberty Media in effect prior to the Split-Off, with taxes, tax benefits and tax items attributable to the assets, liabilities and activities attributed to the Liberty Formula One Group and the Liberty Live Group being allocated to Liberty Media, and taxes, tax benefits and tax items attributable to the assets, liabilities and activities attributed to the Liberty SiriusXM Group being allocated to us.

In addition, the Tax Sharing Agreement includes additional

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provisions related to the manner in which any taxes or tax-related losses arising from the Split-Off will be allocated between the parties and provides restrictive covenants intended to preserve the generally tax-free treatment of the Transactions.

The failure by a party to comply with its restrictive covenants may change the general allocation of taxes, tax benefits and tax items between the parties related to the Transactions.

The parties have agreed to indemnify each other for taxes and losses allocated to them under the Tax Sharing Agreement and for taxes and losses arising from a breach by them of their respective covenants and obligations under the Tax Sharing Agreement.

The Tax Sharing Agreement also includes provisions addressing the filing of tax returns, control of tax audits, cooperation on tax matters, retention of tax records, indemnification, and other tax matters.

For the period January 1, 2024 through September 9, 2024, our current tax expense is the amount of tax payable on the basis of a hypothetical, current-year separate return.

We provided deferred taxes on temporary differences and on any carryforwards that we could claim on our hypothetical and actual returns and assess the need for a valuation allowance on the basis of our projected separate return results.

Any difference between the tax expense (or benefit) allocated to us under the short year one separate return method and payments to be made for (or received from) Liberty Media for tax expense are treated as either dividends or capital contributions.

Subsequent to September 9, 2024 and as a result of the Split-Off, our current tax expense represents taxes attributable to the business carried on by us on a standalone basis.

Income tax expense consisted of the following:

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State 72 57 48

Total current taxes ( 324 ) ( 190 ) ( 81 )

Total current taxes expense

Deferred taxes:

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State 4 ( 10 ) 37

Total deferred taxes 64 ( 202 ) ( 131 )

Total deferred taxes (benefit) expense

( 161 ) ( 40 ) 240

Total income tax expense $ 210 $ 222 $ 368

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(Dollars and shares in millions, except per share amounts)

The following table presents a reconciliation of the U.S.

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State income tax expense, net of federal benefit 4.0 % 4.9 % 4.2 %

Tax equity Investments, Inclusive of Tax Equity Credit 1.9 % ( 1.5 ) % — %

R&D Tax Credits 1.9 % ( 8.3 ) % ( 1.7 ) %

Change in valuation allowance ( 0.3 ) % ( 2.1 ) % 2.3 %

Tax credits ( 7.5 ) % ( 1.5 ) % ( 4.7 ) %

Share-based compensation ( 1.3 ) % 1.8 % ( 1.0 ) %

Impact of nondeductible compensation ( 0.4 ) % 1.0 % 1.0 %

Goodwill impairment ( 37.8 ) % — % — %

Uncertain tax positions ( 0.3 ) % 0.6 % ( 0.8 ) %

Audit Settlements — % — % ( 7.6 ) %

Convertible Notes 1.3 % 2.7 % ( 0.5 ) %

Intergroup interests — % ( 1.2 ) % 0.3 %

Other, net ( 1.3 ) % ( 0.6 ) % — %

Effective tax rate ( 11.3 ) % 18.3 % 24.8 %

Our effective tax rate of 17.1 % for the year ended December 31, 2023 was primarily driven by federal and state income tax expense, partially offset by the benefits related to research and development and certain other credits, as well as a release in state valuation allowance.

Our effective tax rate of 24.4 % for the year ended December 31, 2022 was primarily impacted by federal and state income tax expense as well as changes in state valuation allowance, partially offset by a benefit related to research and development and certain other credits.

Our effective tax rate of 13.9 % for the year ended December 31, 2021 was primarily impacted by federal and state income tax expense, partially offset by settlements with various states as well as a benefit related to research and development and certain other credits.

Our effective tax rate of ( 11.3 )% for the year ended December 31, 2024 was primarily driven by federal and state income tax expense, offset by the nondeductible impairment of goodwill.

Our effective tax rate of 18.3 % for the year ended

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(Dollars and shares in millions, except per share amounts or otherwise stated)

December 31, 2023 was primarily driven by federal and state income tax expense, partially offset by the benefits related to research and development and certain other credits, as well as a release in state valuation allowance.

Our effective tax rate of 24.8 % for the year ended December 31, 2022 was primarily driven by federal and state income tax expense as well as changes in state valuation allowance, partially offset by a benefit related to research and development and certain other credits.

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

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A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized.

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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities, shown before jurisdictional netting, are presented below:

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Net operating loss carryforwards and tax credits $ 321 $ 368

Other accrued liabilities 44 89

Accrued stock compensation 53 56

Deferred revenue 46 42

Accrued bonus 28 28

Expensed costs capitalized for tax 66 66

Investments 102 —

Stock based compensation 51 54

Operating lease liability 85 94

Other future deductible amounts 117 127

Total deferred tax assets 683 682

Deferred tax liabilities:

Depreciation of property and equipment ( 149 ) ( 206 )

FCC license ( 521 ) ( 520 )

Other intangible assets ( 204 ) ( 234 )

Right of use asset ( 68 ) ( 77 )

Other ( 1 ) —

Intangible assets ( 2,550 ) ( 2,576 )

Fixed assets ( 124 ) ( 233 )

Debt ( 3 ) ( 15 )

Investments — ( 29 )

Total deferred tax liabilities ( 2,677 ) ( 2,853 )

Net deferred tax assets before valuation allowance ( 266 ) ( 305 )

Net deferred tax liabilities before valuation allowance

( 1,994 ) ( 2,171 )

Valuation allowance ( 93 ) ( 88 )

Total net deferred tax (liability) asset $ ( 354 ) $ ( 418 )

Total net deferred tax liability

$ ( 2,087 ) $ ( 2,259 )

Net operating loss carryforwards and tax credits decreased as a result of the utilization of net operating losses related to current year taxable income.

For the years ended December 31, 2024 and 2023, we recorded $ 183 and $ 76 for state and federal tax credits, respectively.

As of December 31, 2024, our gross federal net operating loss carryforwards were approximately $ 199 which are subject to Section 382 limitations.

As of December 31, 2023 and 2022, we had a valuation allowance related to deferred tax assets of $ 88 and $ 113 , respectively, that were not likely to be realized due to the timing of certain federal and state net operating loss limitations.

During the year ended December 31, 2023, our valuation allowance decreased primarily as a result of the impact of an increase in forecasted earnings, resulting in higher projected utilization of net operating losses.

ASC 740, Income Taxes , requires a company to first determine whether it is more likely than not that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information.

As of December 31, 2024 and 2023, we had a valuation allowance related to deferred tax assets of $ 93 and $ 88 , respectively, which were not likely to be realized due to the timing of certain state net operating loss limitations.

During the year ended December 31, 2024, our valuation allowance increased primarily as a result of the impact of a decrease in forecasted earnings, resulting in lower projected utilization of net operating losses.

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have full knowledge of all relevant information.

A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

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A number of years may elapse before an uncertain tax position is effectively settled or until there is a lapse in the applicable statute of limitations.

We record interest and penalties related to uncertain tax positions in Income tax expense in our consolidated statements of comprehensive income.

We record interest and penalties related to uncertain tax positions in Income tax expense in our audited consolidated statements of operations.

W e have made, and expect to make, certain tax-efficient investments in clean energy technologies.

These include investments in entities that own projects and technologies related to industrial carbon capture and storage.

These investments will produce tax credits under Section 45Q of the Internal Revenue Code and related tax losses.

During the year ended December 31, 2024, we recognized net tax benefits of $ 32 related to our tax equity investments.

These recognized net tax benefits were recorded to Income tax expense in our audited consolidated statement of operations.

During the year ended December 31, 2024, the net tax benefits included tax credits and other income tax benefits of $ 153 which was partially offset by amortization expense of $ 121 .

As of December 31, 2024 and 2023, we had unrecognized tax benefits and uncertain tax positions of $ 201 and $ 171 , respectively.

If recognized, $ 201 of unrecognized tax benefits would affect our effective tax rate.

Uncertain tax positions are

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recognized in Other long-term liabilities which, as of December 31, 2023 and 2022 were $ 50 and $ 81 , respectively, including accrued interest.

Uncertain tax positions are recognized in Other long-term liabilities which, as of December 31, 2024 and 2023 were $ 76 and $ 50 , respectively, including accrued interest.

We have state income tax audits pending.

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Various events could cause our current expectations to change.

Should our position with respect to the majority of these uncertain tax positions be upheld, the effect would be recorded in our consolidated statements of comprehensive income as part of the income tax provision.

Should our position with respect to the majority of these uncertain tax positions be upheld, the effect would be recorded in our consolidated statements of operations as part of the income tax provision.

We recorded interest expense of $ 4 and $ 2 for the years ended December 31, 2024 and 2023, respectively, related to unrecognized tax benefits.

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Balance, end of year $ 201 $ 171

As part of our ESG strategies, w e have made, and expect to make, certain tax-efficient investments in clean energy technologies.

These include investments in entities that own projects and technologies related to industrial carbon capture and storage.

These investments will produce tax credits under Section 45Q of the Internal Revenue Code and related tax losses.

On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law.

Among other things, the IRA imposes a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy.

Beginning in 2023, our net stock repurchases were subject to the excise tax.

Based on the historical net repurchase activity, the excise tax and the other provisions of the IRA are not expected to have a material impact on our results of operations or financial position.

(18) Segments and Geographic Information

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For additional information on our segments refer to Note 1.

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Segment results include the revenues and cost of services which are directly attributable to each segment.

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There are planned intersegment advertising campaigns which will be eliminated.

We had $ 3 of intersegment advertising revenue during the year ended December 31, 2023 and less than $ 1 of intersegment advertising revenue during each of the years ended December 31, 2022 and 2021.

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We had $ 4 , $ 3 and less than $ 1 of intersegment advertising revenue during the years ended December 31, 2024, 2023 and 2022, respectively.

Segment revenue and gross profit were as follows during the periods presented:

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Advertising revenue 167 1,606 1,773

Equipment revenue 193 — 193

Other revenue 310 — 310

Total revenue 6,553 2,146 8,699

Cost of services (a)

Cost of services

Revenue share and royalties

$ ( 1,565 ) $ ( 1,270 ) $ ( 2,835 )

Programming and content (a)

( 517 ) ( 58 ) ( 575 )

( 560 ) ( 113 ) ( 673 )

Total cost of services

( 2,642 ) ( 1,441 ) ( 4,083 )

Segment gross profit $ 3,911 $ 705 $ 4,616

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:

The reconciliation between reportable segment gross profit to consolidated loss before income tax is as follows:

For the Year Ended December 31, 2024

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Sales and marketing (a)

Engineering, design and development (a)

Product and technology (a)

General and administrative (a)

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Total other (expense) income ( 348 )

Consolidated income before income taxes $ 1,518

(a) Share-based payment expense of $ 45 related to cost of services, $ 45 related to sales and marketing, $ 46 related to engineering, design and development and $ 48 related to general and administrative has been excluded for the year ended December 31, 2023.

Consolidated loss before income taxes

(a) Share-based payment expense of $ 46 related to cost of services, $ 45 related to sales and marketing, $ 44 related to product and technology and $ 65 related to general and administrative has been excluded for the year ended December 31, 2024.

(b) Sirius XM other costs of services related to customer service and billing of $ 364 , transmission costs of $ 186 and cost of equipment of $ 10 .

Pandora other costs of services related to customer service and billing of $ 79 and transmission costs of $ 34 .

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

For the Year Ended December 31, 2023

2 unchanged sentences

Advertising revenue 169 1,589 1,758

Equipment revenue 189 — 189

Other revenue 329 — 329

Total revenue 6,840 2,113 8,953

Cost of services (b)

Cost of services

Revenue share and royalties $ ( 1,603 ) $ ( 1,292 ) $ ( 2,895 )

Programming and content (c)

( 518 ) ( 66 ) ( 584 )

( 568 ) ( 117 ) ( 685 )

Total cost of services

( 2,689 ) ( 1,475 ) ( 4,164 )

Segment gross profit $ 4,151 $ 638 $ 4,789

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:

2 unchanged sentences

Subscriber acquisition costs ( 359 )

Sales and marketing (b)

Engineering, design and development (b)

General and administrative (b)

Sales and marketing (c)

Product and technology (c)

General and administrative (c)

Depreciation and amortization ( 624 )

3 unchanged sentences

Consolidated income before income taxes $ 1,210

(b) Share-based payment expense of $ 46 related to cost of services, $ 52 related to sales and marketing, $ 39 related to engineering, design and development and $ 60 related to general and administrative has been excluded for the year ended December 31, 2022.

(c) Share-based payment expense of $ 45 related to cost of services, $ 45 related to sales and marketing, $ 46 related to product and technology and $ 67 related to general and administrative has been excluded for the year ended December 31, 2023.

(d) Sirius XM other costs of services related to customer service and billing of $ 388 , transmission costs $ 166 and cost of equipment $ 14 .

Pandora other costs of services related to customer service and billing of $ 83 and transmission costs $ 34 .

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

For the Year Ended December 31, 2022

2 unchanged sentences

Advertising revenue 196 1,576 1,772

Equipment revenue 201 — 201

Other revenue 339 — 339

Total revenue 6,905 2,098 9,003

Cost of services (c)

Cost of services

Revenue share and royalties $ ( 1,552 ) $ ( 1,250 ) $ ( 2,802 )

Programming and content (e)

( 514 ) ( 56 ) ( 570 )

( 575 ) ( 137 ) ( 712 )

Total cost of services

( 2,641 ) ( 1,443 ) ( 4,084 )

Segment gross profit $ 4,264 $ 655 $ 4,919

3 unchanged sentences

Subscriber acquisition costs ( 352 )

Sales and marketing (c)

Engineering, design and development (c)

General and administrative (c)

Sales and marketing (e)

Product and technology (e)

General and administrative (e)

Depreciation and amortization ( 611 )

3 unchanged sentences

Consolidated income before income taxes $ 1,486

(c) Share-based payment expense of $ 45 related to cost of services, $ 58 related to sales and marketing, $ 36 related to engineering, design and development and $ 63 related to general and administrative has been excluded for the year ended December 31, 2021.

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts)

A measure of segment assets is not currently provided to the Chief Executive Officer and has therefore not been provided.

(e) Share-based payment expense of $ 46 related to cost of services, $ 52 related to sales and marketing, $ 39 related to product and technology and $ 72 related to general and administrative has been excluded for the year ended December 31, 2022.

(f) Sirius XM other costs of services related to customer service and billing of $ 409 , transmission costs $ 153 and cost of equipment $ 13 .

Pandora other costs of services related to customer service and billing of $ 82 and transmission costs $ 55 .

The segment gross profit above is regularly provided to Chief Operating Decision Maker to assess which segment is more profitable as well as to identify opportunities and risks to profitability within the segments to determine resource allocations accordingly.

A measure of segment assets is not currently provided to the Chief Operating Decision Maker and has therefore not been provided.

As of December 31, 2024, long-lived assets were predominantly located in the United States.

No individual foreign country represented a material portion of our consolidated revenue during the year ended December 31, 2024.

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Dollars and shares in millions, except per share amounts or otherwise stated)

(19) Subsequent Events

1 unchanged sentence

On January 22, 2025, our board of directors declared a quarterly dividend on our common stock in the amount of $ 0.27 per share of common stock payable on February 25, 2025 to stockholders of record as of the close of business on February 7, 2025.

Credit Facility Modification

On January 26, 2024, Sirius XM entered into an amendment (“Amendment No.

9”) to its existing Credit Facility.

Prior to Amendment No.

9, the Credit Facility consisted of a (i) $ 1,750 senior secured revolving credit facility, from which Sirius XM could borrow and reborrow from time to time and (ii) a $ 500 incremental term loan, borrowings from each of which Sirius XM could use for working capital and other general corporate purchases, including share repurchases, dividends and the financing of acquisitions.

Amendment No.

9 provides for certain changes to the Credit Agreement, including the addition of a $ 1,100 incremental term loan.

For the period from January 1, 2025 to January 28, 2025, we repurchased 501 thousand shares of our common stock on the open market for an aggregate purchase price of $ 11 , including fees and commissions.

SIRIUS XM HOLDINGS INC.

13 unchanged sentences

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 9A. Controls and Procedures