What changed in this filing

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Item 1. Business

2026-02-05 compared with 2025-01-30 · 163 added, 208 removed, 293 unchanged (56% of the section changed)

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

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

and its subsidiaries.

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

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

Liberty Media Transactions

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

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

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 (as defined in Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations), 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.

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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.

Upon completion of the Transactions, Liberty Media ceased to own any shares of Sirius XM Holdings Inc.

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

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

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

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

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

and its subsidiaries.

“Sirius XM” refers to 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.

Our Businesses

Sirius XM Holdings Inc.

is a leading audio entertainment company in North America.

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

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

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

Our portfolio includes our flagship subscription entertainment service, SiriusXM;

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

a podcast network;

the SiriusXM Podcast Network;

an advertising sales group, SiriusXM Media;

and a suite of advertising technology solutions.

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

and a suite of advertising technology solutions, including AdsWizz.

We believe we reached a combined monthly audience of approximately 170 million listeners as of December 31, 2025.

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

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

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

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

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

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

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

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

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

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

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

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

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

Throughout 2025, we delivered on this strategy with a variety of business updates that aligned with our focus areas including:

executing key talent deals such as adding Stephen A.

Smith to our portfolio and extending our agreement with Howard Stern for another three years;

adding value to our subscription tiers with the addition of companion plans and the launch of new packages and features;

the expansion of our “360L” platform into more cars;

the continued expansion of our advertising business, including our leading Podcast Network;

and the introduction of new efficiencies and cost-cutting measures resulting in free cash flow growth.

2025 was also the first year in which Sirius XM Holdings Inc.

was recognized as a Fortune 500 company, showcasing our strength in the marketplace.

Our SiriusXM Business

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

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

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

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

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

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

(“Sirius XM Canada”).

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

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

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

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

As of December 31, 2025, our SiriusXM business had approximately 32.9 million subscribers in the U.S., while Sirius XM Canada had approximately 2.4 million subscribers.

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

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

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

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

(“Sirius XM Canada”).

Pandora and Off-platform

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

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

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

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

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

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

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

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

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

These podcasts are included in the SiriusXM Podcast Network.

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

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

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

SiriusXM Podcast+ subscriptions can be purchased through Apple Podcasts.

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

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

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

SiriusXM Media

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

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

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

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

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

Our SiriusXM Business

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

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

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

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

• SiriusXM brings fans closer to their favorite sport as the exclusive home to the most extensive lineup of live play by play with every major sports league in North America and rights to more than 100 college teams, plus call-in programming that delivers real-time reactions and analysis from experts and insiders.

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

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

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

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

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

SiriusXM Streaming Service

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

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

Our streaming service currently features:

the broad range of music, sports, talk, news and entertainment channels available on satellite radio;

access to over 200 additional music channels;

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

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

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

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

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

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

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

These plans are offered at a variety of price points.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SiriusXM Podcast+ subscriptions can be purchased through Apple Podcasts.

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

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

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

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

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

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

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

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

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

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

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

360L also provides us data on how our subscribers use our service.

Distribution of Radios

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

Our SiriusXM business aims to be a platform for all voices and perspectives with channels reflecting views from across the spectrum of culture.

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

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

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

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

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 to provide ubiquitous availability in the car, on the go or in the home.

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

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

We have over 180 million SiriusXM enabled vehicles in operation.

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

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We also reimburse various automakers for certain costs associated with the satellite radios installed in new vehicles, including in certain cases hardware costs, engineering expenses and promotional and advertising expenses.

Previously Owned Vehicles

We acquire subscribers through the sale and lease of previously owned vehicles with factory-installed satellite radios.

We also acquire subscribers through the sale and lease of previously owned vehicles with factory-installed satellite radios.

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

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

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

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

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

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

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

In 2025, our 360L platform was included in approximately 170 vehicle models manufactured for sale in the United States which represents the majority of new vehicles enabled with SiriusXM.

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

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

360L also provides us data on how our subscribers use our service.

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

We sell satellite radios directly to consumers through our website.

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

We sell satellite radios directly to consumers through our website, and indirectly through national, regional and online retailers, such as Amazon.com.

We do not manufacture radios.

Instead, we have authorized manufacturers and distributors to produce and distribute radios, and have licensed our technology to various electronics manufacturers to develop, manufacture and distribute radios under certain brands.

We do, however, manage various aspects of the production of satellite radios.

To facilitate the sale of radios, we may subsidize a portion of the radio manufacturing costs to reduce the hardware price to consumers.

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

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

Our streaming service is available as a standalone service and is also currently included with virtually all of our satellite radio subscription plans.

We also have a select number of vehicles now running on our streaming platform in-car, with an experience similar to that of 360L.

Pricing and Packages

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

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

These plans range from SiriusXM Play, a low-cost, ad-supported offering that started in 2025, to Platinum VIP, our top-of-the-line subscription which includes extra perks such as special access to our exclusive events and service access across multiple vehicles and mobile devices.

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

We also offer our streaming service in a standalone package called All Access (App only), available directly through us, third party app stores and integrated billing providers, and the SiriusXM Podcast+ subscription service, which permits consumers to receive benefits such as ad-free access and exclusive content to new episodes of a variety of our premium podcasts.

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

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

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

Our Satellite Radio Systems

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

We hold FCC licenses to use 35 MHz of contiguous spectrum to operate our satellite digital audio radio service, provide ancillary services and provide services in the adjacent bands.

These FCC licenses allow us the use of 25 MHz for our Sirius and XM satellite networks (12.5 MHz for the Sirius network at 2320-2332.5 MHz and 12.5 MHz for the XM network at 2332.5-2345 MHz).

In 2024, we acquired the licenses in the Wireless Communications Service (“WCS”) C and D Blocks.

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

Our satellite radio systems have three principal components:

• satellites, terrestrial repeaters and other satellite facilities;

Satellites, Terrestrial Repeaters and Other Satellite Facilities

We provide our service through a fleet of orbiting geostationary satellites.

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

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

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

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

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

Two of these satellites, FM-5 and SXM-10, transmit our service on frequencies originally licensed by the Federal Communications Commission (the “FCC”) to Sirius Satellite Radio Inc.

(a predecessor of SiriusXM), and two of these satellites, XM-5 and SXM-9, transmit our service on frequencies originally licensed by the FCC to XM Satellite Radio Holdings Inc.

(a predecessor of SiriusXM).

Our SXM-9 and SXM-10 satellites successfully completed in-orbit testing and were placed into service in January 2025 and July 2025, respectively.

Our SXM-9 and SXM-10 satellites replaced our SXM-8 and FM-6 satellites, respectively, with both becoming in-orbit spares.

Our XM-3 satellite was successfully de-orbited in November 2025.

We have entered into agreements for the design, construction and launch of two additional satellites, SXM-11 and SXM-12, which are expected to replace our XM-5 and Sirius FM-5 satellites, respectively.

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

Satellite Insurance.

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

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

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

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

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

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

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

We do not manufacture radios.

We have authorized manufacturers and distributors to produce and distribute radios, and have licensed our technology to various electronics manufacturers to develop, manufacture and distribute radios under certain brands.

We do manage various aspects of the production of satellite radios.

To facilitate the sale of radios, we may subsidize a portion of the radio manufacturing costs to reduce the hardware price to consumers.

Other Services

Connected Vehicle Services .

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

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

Other Services

Commercial Accounts.

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

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

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

platform subscriber counts.

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

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

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

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

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

Emergency Services .

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

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

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

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

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

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

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

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

We also may explore other uses of this spectrum.

Sirius XM Canada

Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, with the remainder of Sirius XM Canada's voting and equity interests held by two shareholders.

Sirius XM and Sirius XM Canada have entered into a services and distribution agreement pursuant to which Sirius XM Canada pays Sirius XM a variable fee evaluated annually based on comparable companies.

SiriusXM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, with the remainder of Sirius XM Canada's voting and equity interests held by two shareholders.

SiriusXM and Sirius XM Canada have entered into a services and distribution agreement pursuant to which Sirius XM Canada pays SiriusXM a variable fee evaluated annually based on comparable companies.

In accordance with this services and distribution agreement, the fee is payable on a monthly basis.

Sirius XM has also extended a loan to Sirius XM Canada.

SiriusXM has also extended a loan to Sirius XM Canada.

As of December 31, 2025, the principal amount outstanding on that loan was $8 million.

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Our Pandora and Off-platform Business

Pandora Media, LLC, which owns and operates our Pandora and Off-Platform business, is a wholly owned subsidiary of Sirius XM.

Streaming Radio and On-Demand Music Services

Pandora Media, LLC, which owns and operates our Pandora and Off-Platform business, is a wholly owned subsidiary of SiriusXM.

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

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

Local and national advertisers deliver targeted messages to our Pandora listeners on the ad-supported service.

Ad-Supported Radio Service

Pandora offers an ad-supported radio service which allows listeners to access our catalog of music, comedy, live streams and podcasts through personalized stations.

As of December 31, 2025, Pandora had approximately 41.1 million monthly active users and 5.6 million subscribers.

Pandora’s ad-supported radio service allows listeners to access our catalog of music, comedy, live streams and podcasts through personalized stations.

This service is free across all platforms and generates stations specific to each listener.

Each listener can personalize their experience by adding selected artists and songs to their stations.

Local and national advertisers deliver targeted messages to our Pandora listeners on the ad-supported service.

Listeners of the ad-supported service are provided with the option to temporarily access on-demand listening, including certain features of the Pandora Premium service.

We refer to this temporary access as “Premium Access”.

Subscription Radio Service (Pandora Plus)

Pandora offers Pandora Plus – an ad-free, subscription version of the radio service that includes options for replaying songs, skipping songs, offline listening, and higher quality audio on supported devices.

Pandora Plus is an ad-free, subscription version of the radio service that includes options for replaying songs, skipping songs, offline listening, and higher quality audio on supported devices.

Content provided to each listener of Pandora Plus is more tailored when the listener interacts with the platform.

Premium Access is also available to Pandora Plus listeners.

On-Demand Subscription Service (Pandora Premium)

Pandora offers Pandora Premium – an on-demand subscription service that combines the radio features of Pandora Plus with an on-demand experience.

Pandora Premium is an on-demand subscription service that combines the radio features of Pandora Plus with an on-demand experience.

The on-demand experience provides listeners with the ability to search, play and collect songs and albums, download content for offline listening, build playlists, listen to curated playlists and share playlists on social networks.

Listeners can also create partial playlists that Pandora can complete based on the listener’s activity.

Listeners through mobile devices have access to customized profiles which identify information specific to each listener such as recent favorites, playlists and thumbs.

Pandora Premium incorporates social networking features including a centralized stream where listeners can view the music that their social connections are experiencing and provide and receive recommendations for songs, albums and playlists.

Pandora Premium also includes a “share” feature where consumers can share their stations, songs, albums, podcasts or playlists through social media, messaging applications and email.

Through mobile devices, listeners have access to customized profiles which identify information specific to each listener such as recent favorites, playlists and thumbs.

SiriusXM Media

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

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

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

SiriusXM Media is our advertising sales group reaching approximately 170 million monthly listeners across SiriusXM, Pandora, and extensive streaming and podcast networks.

As a leader in audio advertising in North America, SiriusXM Media delivers audiences tailored brand experiences through its in-house sonic creative agency Studio Resonate, while making it easy for marketers to produce, plan, buy, and measure, with innovative ad tech solutions powered by AdsWizz.

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

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

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

Pandora’s primary source of revenue is the sale of audio, display and video advertising for connected device platforms, including computers and mobile devices.

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SiriusXM Podcast Network

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

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

We earn revenue by distributing advertising on certain owned and operated podcasts as well as those created by third parties, including placement based on an advertiser’s desired target audience and from the sale of advertising on licensed podcasts.

The SiriusXM Podcast Network is one of the largest podcast ad networks in North America with regards to listenership.

We license original podcasts from their creators and provide podcast advertising services.

We create and distribute original podcasts licensed from third parties through platforms such as Apple Podcasts, Spotify and YouTube.

We earn revenue by distributing and selling advertising on certain owned and operated podcasts as well as those created by third parties, including placement based on an advertiser’s desired target audience.

In 2026, the first year of the Golden Globes including a category for Best Podcast, three of the six nominees were a part of the SiriusXM Podcast Network.

Through its AdsWizz subsidiary, our Pandora and Off-platform business is a leader in digital audio advertising technology.

AdsWizz operates a digital audio advertising market with an end-to-end technology platform, including a digital audio software suite of solutions that connect audio publishers to the advertising community.

AdsWizz offers a range of products – from dynamic ad insertion to advanced programmatic platforms to innovative new audio formats.

AdsWizz offers a range of products – from dynamic ad insertion to advanced programmatic platforms to innovative audio formats.

AdsWizz’s advertising technology also includes ad campaign monitoring tools and other audio advertising products, such as audio formats that enable consumers to trigger an action while listening to an ad as well as other personalization-based technology.

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AdsWizz’s third party customers include well-known music platforms, podcasts and broadcasting groups worldwide.

Pandora, through its Simplecast business, also offers a podcast management and analytics platform.

Simplecast complements AdsWizz’s advertising technology platform, allowing the company to offer podcasters a solution for management, hosting, analytics and advertising sales.

AdsWizz, through its Simplecast business, also offers a podcast management and analytics platform.

Simplecast complements AdsWizz’s advertising technology platform, allowing the company to offer podcasters a solution for management, hosting, distribution, analytics and advertising sales.

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

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

Artificial Intelligence

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

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

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

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

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

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

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

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

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

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

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Our Privacy Policies and customer agreements describe our practices.

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

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

Our SiriusXM Business

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

Our FCC licenses for our FM-5 satellite expires in 2025, our FM-6 satellite license expires in 2030, our XM-3 satellite license expires in 2026, our XM-5 satellite license expires in 2026, our SXM-8 satellite license expires in 2029, and our SXM-9 satellite license is expected to expire in 2033.

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

Our FCC licenses for our FM-5 and FM-6 satellites will both expire in 2030, our XM-3 and XM-5 satellite licenses will both expire in 2026, our SXM-8 satellite license expires in 2029, and our SXM-9 and SXM-10 satellite licenses will both expire in 2033.

Our SXM-7 satellite license expires in 2029, although SXM-7 is not in active use due to payload

failures that occurred during in-orbit testing.

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

In 2024, we purchased all of the FCC licenses in the continental United States for operation in the WCS “C block” and “D block”.

These WCS licenses expire in 2027.

We anticipate that, absent significant misconduct on our part, the FCC will renew these licenses in the normal course of business.

In some areas, we have installed terrestrial repeaters to supplement our satellite signal coverage.

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Currently, we have an interim license with BMI.

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

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

That proceeding is on-going.

Our SiriusXM business does not require mechanical licenses.

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

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

For our Pandora ad-supported radio service, certain copyright holders receive as a performance

royalty a fee based on usage and their ownership share of the works that Pandora plays, and other copyright holders receive a fixed fee.

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

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

For the five-year period commencing January 1, 2023 and ending December 31, 2027, Pandora agreed to pay the greater of 15.1% of revenues or 26.2% of record label payments in 2024, rising over the five-year period to 15.35% of revenues or 26.2% of record label payments by 2027.

For the five-year period commencing January 1, 2023 and ending December 31, 2027, Pandora agreed to pay the greater of 15.1% of revenues or 26.2% of record label payments annually, rising over the five-year period to 15.35% of revenues or 26.2% of record label payments by 2027.

Sound Recordings

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

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

Our proposed rates are a reduction from the current rates for ad-supported services and subscription services.

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

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

A hearing before the CRB in this proceeding was held in May 2025.

On December 9 th , the CRB delayed issuing the scheduled December 16 th decision citing the government shutdown and announced the appointment of a new interim chief judge.

Additional arguments are scheduled for February 13, 2026.

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

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

A proceeding to determine sound recording royalties for satellite radio for the period beginning January 1, 2028, and ending December 31, 2032, has been noticed.

In 2025, we paid a per performance rate for the streaming of certain sound recordings of $0.0032 on our SiriusXM streaming service which increased from $0.0031 in 2024.

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

The sound recordings are streamed pursuant to the statutory license and applicable rates thereunder set by the CRB.

Pandora Services.

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Pandora and Off-platform Business

We have registered, and intend to maintain, the trademarks “Pandora,” “Ampcast” and “Music Genome Project,” in addition to a number of other Pandora logos and marks, with the United States Patent and Trademark Office in connection with the services we offer.

We also have registered the trademark “Pandora” in Australia, Canada, Chile, the European Union, India, Israel, Mexico, New Zealand, Switzerland, Taiwan and other countries, and the trademark “Music Genome Project” in Australia, Canada, China and New Zealand.

We have registered, and intend to maintain, the trademarks “Pandora” and “Music Genome Project,” in addition to a number of other Pandora logos and marks, with the United States Patent and Trademark Office in connection with the services we offer.

Human Capital Resources

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We strive to maintain an inclusive culture where our differences are valued, respected and celebrated, and our diverse perspectives are united to drive and grow our businesses.

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

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

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

Understanding our employee demographics enables us to shape our talent strategy and invest time and resources in various initiatives.

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

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

Together, we represent the vast range of backgrounds that thrive in and drive our industry forward, and we are committed to fostering an environment where all of our employees can reach their full potential.

We encourage our employees to voluntarily self-identify their gender, race, ethnicity, veteran and disability status as understanding our employee demographics enables us to shape our talent strategy and invest time and resources in various initiatives.

As of December 31, 2025, 43.1% of our employees identified as women and 40.0% of our U.S.

population identified as people of color (African American, Hispanic or Latino/a, Asian, and Native American).

At our executive leadership level, which we define as employees at the vice president and above level, 33.9% of our employees identified as women and 16.1% as people of color.

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

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

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

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

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

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

We support cultural awareness and celebrate all backgrounds and perspectives.

under federal, state or local law.

We also provide space for open dialogue to foster inclusion and strengthen cultural awareness across our workforce.

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

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

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

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

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

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Succession planning is a priority for our leaders.

The Compensation Committee of our Board of Directors oversees our management continuity planning process, and reviews and evaluates succession plans relating to our Chief Executive Officer and other executive officers.

The Compensation Committee of our Board of Directors oversees our succession planning process.

How We Give Back

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SiriusXM Cares has three focus areas for giving:

Employee, Social Equity, and Corporate;

Employee, Social, and Corporate;

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

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

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

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

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

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

During 2025, over 500 employees volunteered over 7,350 hours, and over 760 employees utilized our charitable matching program, benefiting more than 1,100 charitable organizations.

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

Our Health, Safety and Well-Being

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Information About Our Executive Officers

Certain information regarding our executive officers as of January 28, 2025 is provided below:

Certain information regarding our executive officers as of February 3, 2026 is provided below:

Name Age Position

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Greenstein 66 President, Chief Content Officer

Barry 58 Executive Vice President and Chief Financial Officer

Donnelly 63 Executive Vice President, General Counsel and Secretary

Coughlin 50 Executive Vice President and Chief Financial Officer

Thorsen 53 Executive Vice President and Chief Operating Officer

68 Executive Vice President, General Counsel and Secretary

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

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Greenstein was Senior Vice President of Motion Pictures, Music, New Media and Publishing at Miramax Films, and held senior positions at Viacom Inc.

Barry has served as our Executive Vice President and Chief Financial Officer since April 2023 and also serves as our Chief Accounting Officer .

From 2009 until 2023 he was our Senior Vice President and Controller.

Prior to joining Sirius XM, Mr.

Barry was the Vice President and Controller for Reader’s Digest Inc., the owner of the American general-interest family magazine, from 2002 until 2009.

Prior to Reader’s Digest, he held finance leadership roles at Xerox Engineering Systems, a subsidiary of Xerox Corporation, the workplace technology company, and Avon Products Inc., the multinational cosmetics, skin care, fragrance and personal care company.

Barry started his career at PricewaterhouseCoopers LLP, the international professional services brand of firms, and is a Certified Public Accountant.

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

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

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

in February 1998.

From October 1995 to June 1997, he was assistant general counsel of ITT Corporation.

Prior to October 1995, Mr.

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

Coughlin has served as our Executive Vice President and Chief Financial Officer since January 2026 and also serves as our Principal Accounting Officer .

He served as the Executive Vice President and Chief Financial Officer of PVH Corporation, a global apparel company (“PVH”), with responsibility for the global finance function, including financial planning and analysis, investor relations, corporate development, treasury, tax, audit, global real estate and facilities, from April 2022 to December 2025.

Prior to PVH, he served as the Group CFO and Chief Operating Officer of DFS Group Limited (“DFS”), a subsidiary of LVMH Moët Hennessy Louis Vuitton Group, a French multinational holding company and conglomerate specializing in luxury goods, from April 2018 to April 2022.

Prior to joining DFS, Mr.

Coughlin was CFO at Converse, Inc., a division of Nike, Inc., supporting its global business spanning wholesale, retail and ecommerce.

He started his career with Ford Motor Company where he held multiple global financial leadership roles including in various international markets in Asia and Europe.

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

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

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

(the predecessor of

SoFi Technologies, Inc.), a personal finance company, from 2017 to 2018.

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

Baer has served as our Executive Vice President, General Counsel and Secretary, since March 2025.

From October 2019 to December 2023, he was Chief Legal Officer of Airbnb, Inc., a U.S.-based operator of an online marketplace for short- and long-term homestays and experiences.

Prior to Airbnb, Mr.

Baer served as Chief Legal Officer of Liberty Media Corporation, a media, entertainment, and sports company that owns interests in a variety of businesses;

Liberty Interactive Corporation, a company that owned and operated a variety of digital commerce businesses;

and various affiliated public companies from 2012 to 2019.

Baer also served as Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated, the health-care company, from May 2011 to December 2012.

He served as Executive Vice President and General Counsel of Qwest Communications International Inc., a telecommunications company that provided voice, video, and data services, from December 2002 to April 2011 and as Chief Administrative Officer of Qwest from August 2008 to April 2011.

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

What changed 10-K

Item 1. Business