What changed in this filing

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Item 9A. Controls and Procedures

2026-02-05 compared with 2025-01-30 · 532 added, 546 removed, 1353 unchanged (44% of the section changed)

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An evaluation was performed under the supervision and with the participation of our management, including Jennifer C.

Witz, our Chief Executive Officer, and Thomas D.

Barry, our Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.

Witz, our Chief Executive Officer, and Zachary J.

Coughlin, our Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025.

Based on that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2025 at the reasonable assurance level.

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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.

Insider Trading Arrangements

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f) under the Exchange Act, adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined for purposes of Regulation S-K Item 408.

Appointment of Principal Accounting Officer

On January 29, 2026, our board of directors appointed Zachary J.

Coughlin, the Company’s Executive Vice President and Chief Financial Officer, as the Company’s principal accounting officer.

Coughlin’s biographical information is incorporated by reference to the Current Report on Form 8-K filed with the SEC on November 18, 2025.

There is no change to Mr.

Coughlin’s compensation as a result of his appointment as principal accounting officer.

Furthermore, there is no arrangement or understanding between Mr.

Coughlin and any other person pursuant to which Mr.

Coughlin was selected as principal accounting officer, and there are no transactions involving Mr.

Coughlin that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In addition, there is no family relationship between Mr.

Coughlin and any director or executive officer of the company.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Information about our executive officers is contained in the discussion entitled “Information About Our Executive Officers” in Part I of this Annual Report on Form 10-K.

The additional information required by this Item 10 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 Stock Ownership , Governance of the Company, Item 1.

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 April 30, 2025.

The additional information required by this Item 10 is incorporated in this report by reference to the applicable information in our definitive proxy statement to be filed in connection with our 2026 annual meeting of stockholders set forth under the captions Item 1.

Election of Directors, Stock Ownership and Governance Matters .

Code of Ethics

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The Code of Ethics is available on the Corporate Governance page of our website at www.siriusxm.com.

If we ever were to amend or waive any provision of our Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our internet website set forth above rather than filing a Form 8-K.

EXECUTIVE COMPENSATION

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 April 30, 2025.

The information required by this Item 11 is incorporated in this report by reference to the applicable information in our definitive proxy statement to be filed in connection with our 2026 annual meeting of stockholders set forth under the captions Item 1.

Election of Directors and Executive Compensation .

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 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.

The additional information required by this Item 12 is incorporated in this report by reference to the applicable information in our definitive proxy statement to be filed in connection with our 2026 annual meeting of stockholders set forth under the caption Stock Ownership .

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 April 30, 2025.

The information required by this Item 13 is incorporated in this report by reference to the applicable information in our definitive proxy statement to be filed in connection with our 2026 annual meeting of stockholders set forth under the captions Election of Directors and Governance Matters .

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP , New York, NY , Auditor ID:

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 April 30, 2025.

The information required by this Item 14 is incorporated in this report by reference to the applicable information in our definitive proxy statement to be filed in connection with our 2026 annual meeting of stockholders set forth under the caption Ratification of Independent Registered Public Accountants - Principal Accountant Fees and Services .

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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2024 (File No.

Amendment No.

10, dated as of September 3, 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 ( filed herewith ).

Amendment No.

11, dated as of August 20, 2025, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio LLC, 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 August 21, 2025 (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.

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and Jennifer Witz (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.'s Current Report on Form 8-K filed on December 15, 2023 (File No.

Exhibit Description

Letter Agreement, dated December 14, 2023, regarding private use of aircraft between Sirius XM Radio Inc.

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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 10.3 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.

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

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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.

Agreement and Release, dated November 20 , 2025 , between Sirius XM Radio LLC and Thomas Barry ( filed herewith ).

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.

Employment Agreement, dated as of February 17, 2025, between Sirius XM Radio LLC and Richard N.

Baer (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on February 18, 2025 (File No.

001-34295)) .

Employment Agreement, dated as of November 13, 2025, between Sirius XM Radio LLC and Zachary J.

Coughlin ( filed herewith ).

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

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23.1 Consent of KPMG LLP (filed herewith).

31.1 Certificate of Jennifer C.

Witz, Chief Executive Officer and Director, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2 Certificate of Thomas D.

Barry, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1 Certificate of Jennifer C.

Witz, Chief Executive Officer and Director, pursuant to 18 U.S.C.

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

32.2 Certificate of Thomas D.

Barry, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C.

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

31.1 Rule 13a-14(a)/15d-14(a) Certification (filed herewith).

Exhibit Description

31.2 Rule 13a-14(a)/15d-14(a) Certification (filed herewith).

32 Section 1350 Certification (furnished herewith).

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.

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* This document has been identified as a management contract or compensatory plan or arrangement.

** Pursuant to the Commission’s Orders Granting Confidential Treatment under Rule 406 of the Securities Act of 1933 or Rule 24(b)-2 under the Securities Exchange Act of 1934, certain confidential portions of this Exhibit were omitted by means of redacting a portion of the text.

** Pursuant to the Commission’s Orders Granting Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended, or Rule 24(b)-2 under the Securities Exchange Act of 1934, as amended, certain confidential portions of this Exhibit were omitted by means of redacting a portion of the text.

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

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

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

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.

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SIRIUS XM HOLDINGS INC.

January 30, 2025

/s/ THOMAS D.

February 5, 2026

/s/ ZACHARY J.

Executive Vice President and Chief Financial Officer

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/s/ G REGORY B.

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

/s/ J AMES E.

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

Chairman of the Board of Directors and Director February 5, 2026

/s/ J ENNIFER C.

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

/s/ T HOMAS D.

Chief Executive Officer and Director (Principal Executive Officer) February 5, 2026

/s/ Z ACHARY J.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

January 30, 2025

/s/ C ARY K REFETZ

February 5, 2026

Senior Vice President and Controller

January 30, 2025

(Cary Krefetz)

January 30, 2025

Director January 30, 2025

February 5, 2026

Director February 5, 2026

/s/ J ONELLE P ROCOPE

Director January 30, 2025

Director February 5, 2026

(Jonelle Procope)

/s/ M ICHAEL R APINO

Director January 30, 2025

Director February 5, 2026

(Michael Rapino)

/s/ K RISTINA M.

Director January 30, 2025

Director February 5, 2026

/s/ D AVID M.

Director January 30, 2025

Director February 5, 2026

/s/ D AVE S TEPHENSON

Director February 5, 2026

(David Stephenson)

/s/ A NJALI S UD

Director February 5, 2026

SIRIUS XM HOLDINGS INC.

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Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023

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

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023

Consolidated Balance Sheets as of December 31, 2025 and 2024

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

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023

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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, 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 subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2025, 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, 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.

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, 2025, 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 5, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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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 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.

As discussed in Notes 2 and 17 to the consolidated financial statements, and disclosed in the consolidated statements of operations, the Company generated $8,558 million of revenues, of which $5,960 million was SiriusXM subscriber revenue and $1,615 million was Pandora and Off-platform advertising revenue, for the year ended December 31, 2025.

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

We identified the evaluation of the sufficiency of audit evidence related to Sirius XM subscriber and Pandora advertising revenue as a critical audit matter.

We identified the evaluation of the sufficiency of audit evidence related to SiriusXM subscriber revenue and Pandora and Off-platform advertising revenue as a critical audit matter.

Evaluating the sufficiency of audit evidence obtained required auditor judgment due to the number of IT applications used by the Company that involved IT professionals with specialized skills and knowledge.

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

We applied auditor judgment to determine the nature and extent of procedures to be performed over subscriber and advertising revenues.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Sirius XM subscriber and Pandora advertising revenue recognition processes.

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.

We applied auditor judgment to determine the nature and extent of procedures to be performed over SiriusXM subscriber revenue and Pandora and Off-platform advertising revenues.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the SiriusXM subscriber revenue and Pandora and Off-platform advertising revenue recognition processes.

data between different IT systems used in the revenue recognition processes.

For SiriusXM 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 Pandora and Off-platform advertising we performed a software-assisted data analysis to test relationships among certain revenue transactions.

For a selection of transactions, 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.

Fair values of the Pandora and Off-platform reporting unit and the Pandora trademark

As discussed in Notes 7 and 8 to the consolidated financial statements, the Company’s goodwill balance for the Pandora and Off-platform reporting unit was $959 million as of December 31, 2025, and the trademark balance due to acquisitions recorded to the Pandora and Off-platform reporting unit was $312 million as of December 31, 2025, a portion of which related to the Pandora trademark.

The Company performs goodwill and indefinite-lived assets 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 or a trademark more likely than not exceeds its fair value.

We identified the assessment of the fair values of the Pandora and Off-platform reporting unit and the Pandora trademark 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 values of the reporting unit and trademark.

Specifically, the revenue growth rates, long-term growth rates, and the discount rates 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 evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill and trademark 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 rates and discount rates on the fair value of the Pandora and Off-platform reporting unit and Pandora trademark.

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.

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

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.

• evaluating the Company’s long-term growth rates by comparing them to 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 rate.

• evaluating the Company’s discount rates by comparing them 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

January 30, 2025

February 5, 2026

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, 2025, 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, 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.

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, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 5, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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New York, New York

January 30, 2025

February 5, 2026

SIRIUS XM HOLDINGS INC.

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Total operating expenses 7,087 10,216 7,145

(Loss) income from operations

Income (loss) from operations

1,471 ( 1,517 ) 1,808

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Total other expense ( 415 ) ( 348 ) ( 598 )

(Loss) income before income taxes

Income (loss) before income taxes

1,056 ( 1,865 ) 1,210

Income tax expense ( 251 ) ( 210 ) ( 222 )

Net (loss) income

Net income (loss)

805 ( 2,075 ) 988

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

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

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

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

$ 805 $ ( 1,665 ) $ 786

Net (loss) income per common share:

Net income (loss) per common share:

Basic $ 2.38 $ ( 6.14 ) $ 2.91

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SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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(in millions) 2025 2024 2023

Net (loss) income

Net income (loss)

$ 805 $ ( 2,075 ) $ 988

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

( 8 ) ( 27 ) 1

Recognition of previously unrealized gains on debt, net of tax

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Foreign currency translation adjustment, net of tax

( 14 ) 10 ( 27 )

Total comprehensive (loss) income

Total comprehensive income (loss)

$ 801 $ ( 2,128 ) $ 963

comprehensive (loss) income attributable to noncontrolling interests

comprehensive income (loss) attributable to noncontrolling interests

— ( 410 ) 202

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

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

$ 801 $ ( 1,718 ) $ 761

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SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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Total assets $ 27,237 $ 27,521

LIABILITIES AND EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

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Current portion of deferred revenue 976 1,050

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

Current maturities of debt

Other current liabilities 47 48

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Long-term deferred revenue 92 82

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

10,314 10,073

Long-term debt, including $ 579 and $ 594 measured at fair value at December 31, 2025 and December 31, 2024, respectively (Note 12)

Deferred tax liabilities 2,238 2,220

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Commitments and contingencies (Note 15)

Stockholders’ Equity:

Common stock, par value $ 0.001 per share;

900 shares authorized;

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

335 and 339 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Accumulated other comprehensive loss, net of tax

( 50 ) ( 46 )

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

45 thousand and 26 thousand shares of common stock at December 31, 2025 and December 31, 2024, respectively

Retained earnings 11,614 11,121

Total stockholders' equity/Former Parent's investment

Total stockholders’ equity

11,563 11,074

Non-controlling interests

Total equity 11,074 13,102

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

Total liabilities and stockholders’ equity

$ 27,237 $ 27,521

See accompanying notes to the consolidated financial statements.

SIRIUS XM HOLDINGS INC.

CONSOLIDATED STATEMENT OF EQUITY

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Common Stock Former Parent's Investment

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Capital Treasury Stock Noncontrolling interest

Stockholders’ Equity (Deficit)

Stockholders’ Equity

(in millions) Shares Amount Shares Amount

Balance at January 1, 2023 — $ — $ ( 5,368 ) $ 14,567 $ 34 $ — — $ — $ 3,138 $ 12,371

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

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

Net income — — — 786 — — — — 202 988

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 )

Shares Retired — — — ( 6 ) — — — 6 — —

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

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SIRIUS XM HOLDINGS INC.

CONSOLIDATED STATEMENT OF EQUITY

Common Stock Former Parent's Investment

Retained earnings

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Common Stock Retained earnings

Comprehensive Income (Loss) Additional

Capital Treasury Stock Noncontrolling interest

Stockholders’ Equity (Deficit)

Capital Treasury Stock Total

Stockholders’ Equity

(in millions) Shares Amount Shares Amount

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

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

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

— — 805 — — — — 805

Other comprehensive income (loss) — — — ( 4 ) — — — ( 4 )

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Dividends paid — — ( 312 ) — ( 53 ) — — ( 365 )

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

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Cash flows from operating activities:

Net (loss) income

Net income (loss)

$ 805 $ ( 2,075 ) $ 988

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

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

Depreciation and amortization 547 578 624

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Unrealized gains on intergroup interests, net

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

Realized and unrealized gains on financial instruments, net

( 25 ) ( 115 ) 126

Gain on extinguishment of debt — ( 12 ) —

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Share-based payment expense 179 200 203

Deferred income tax (benefit) expense

Deferred income tax expense (benefit)

29 ( 161 ) ( 40 )

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Additions to property and equipment ( 653 ) ( 728 ) ( 650 )

Cash proceeds from disposition of investments

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

Other investing activities, net ( 94 ) ( 242 ) ( 46 )

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( 365 ) ( 143 ) ( 65 )

Transactions with Parent, net (Note 14)

— — ( 1,043 )

Other financing activities, net

( 6 ) ( 14 ) 43

Net cash used in financing activities ( 1,219 ) ( 916 ) ( 1,188 )

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SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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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.

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.

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

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.

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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.

These audited 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 audited 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.

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SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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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.

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

The 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 packages include live, curated, hosted and certain exclusive and on-demand programming.

The SiriusXM service is distributed through SiriusXM’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 SiriusXM’s website.

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

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

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.

In addition to the 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.

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.

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

(“Sirius XM Canada”).

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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.

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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.

SiriusXM has an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the U.S.

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.

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SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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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.

There were no allocated costs during the year ended December 31, 2025.

In addition, during the years ended December 31, 2025, 2024 and 2023, we incurred costs related to the Transactions of $ 8 , $ 71 and $ 16 , respectively, which were recorded to Impairment, restructuring and other costs in our audited consolidated statements of operations.

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Refer to Note 16 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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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.

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

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

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In certain cases, the subscription fees for these consumers are prepaid by the applicable automaker.

Prepaid subscription fees received from automakers or directly from consumers are recorded as deferred revenue and amortized to revenue ratably over the service period which commences upon sale.

Prepaid subscription fees received from automakers or directly from consumers are recorded as deferred revenue

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

and amortized to revenue ratably over the service period which commences upon sale.

Activation fees are recognized over one month as the activation fees are non-refundable and do not provide for a material right to the customer.

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Revenue share and loyalty fees paid to an automaker offering a paid trial are accounted for as a reduction of revenue as the payment does not provide a distinct good or service.

Music royalty fee primarily consists of U.S.

Music royalty fees primarily consists of U.S.

music royalty fees (“MRF”) collected from subscribers.

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As the majority of our contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and do not disclose information about the remaining performance obligations for contracts which have original expected durations of one year or less.

As of December 31, 2024, less than seven percent of our total deferred revenue balance related to contracts that extend beyond one year.

As of December 31, 2025, less than nine percent of our total deferred revenue balance related to contracts that extend beyond one year.

These contracts primarily include prepaid data trials, which are typically provided for three to five years , and self-pay customers who prepay for their audio subscriptions for up to three years .

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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

The minimum guarantee is recognized in Revenue share 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.

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

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.

In connection with our businesses, we must enter into royalty arrangements with two sets of rights holders:

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

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

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

The music rights licensing arrangements for our Sirius XM and Pandora businesses are complex.

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

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

The music rights licensing arrangements for our SiriusXM and Pandora businesses are complex.

Musical Composition Copyrights

We pay performance royalties for our Sirius XM and Pandora businesses to holders and rights administrators of musical compositions copyrights, including performing rights organizations and other copyright owners.

We pay performance royalties for our SiriusXM and Pandora businesses to holders and rights administrators of musical compositions copyrights, including performing rights organizations and other copyright owners.

These performance royalties are based on agreements with performing rights organizations which represent the holders of these performance rights.

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

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.

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

Arrangements with SiriusXM 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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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 Copyright Royalty Board (“CRB”).

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

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

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

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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.

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

Advertising Costs

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Advertising production costs include expenses related to marketing and retention activities, including expenses related to direct mail, outbound telemarketing and email communications.

We also incur advertising production costs related to cooperative marketing and promotional events and sponsorships.

We also incur advertising production costs related to cooperative marketing and promotional

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

events and sponsorships.

During the years ended December 31, 2025, 2024 and 2023, we recorded advertising costs of $ 262 , $ 374 and $ 421 , respectively.

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Recent Accounting Pronouncements

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.

The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

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.

Accounting Standard Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures .

In November 2024, the Financial Accounting Standards Board (“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.

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We do not expect this update to have a material effect on 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)

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):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

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 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.

ASU 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.

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.

We adopted this ASU for the annual period ended December 31, 2025 and we elected to apply the amendments retrospectively to all prior periods.

Refer to our income tax disclosure in Note 16 for more information.

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

(3) Net Income (loss) per Share

Basic net income (loss) 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 (loss) 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, 2025 and 2024, and 2023.

In calculating basic net income (loss) per common share, we used 339 common shares for the year ended December 31, 2023 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 income(loss) per common share, we used 362 of diluted common shares for the year ended December 31, 2023, 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 22 , 47 and 37 for the years ended December 31, 2025, 2024 and 2023, respectively, were excluded from the calculation of diluted net income (loss) per common share as the effect would have been anti-dilutive.

For the Years Ended December 31,

2025 2024 2023

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

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

$ 805 $ ( 1,665 ) $ 786

Net (loss) income attributable to noncontrolling interest

Net income (loss) attributable to noncontrolling interest

— ( 410 ) 202

Total net (loss) income

Total net income (loss)

805 ( 2,075 ) 988

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

Net income (loss) available to common stockholders for dilutive net income (loss) per common share $ 796 $ ( 2,075 ) $ 1,001

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

Weighted average impact of assumed convertible and exchangeable notes

Weighted average impact of dilutive equity instruments 1 — 2

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

Net (loss) income per common share:

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

Net income (loss) per common share:

Basic $ 2.38 $ ( 6.14 ) $ 2.91

Diluted $ 2.23 $ ( 6.14 ) $ 2.77

(4) Acquisitions

On May 20, 2022, we completed an acquisition for total cash consideration of $ 93 .

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 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 .

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 .

(4) Fair Value Measurements

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As of December 31, 2025 and December 31, 2024, 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.

Due to the variable rate nature of the Credit Facility (including the Delayed Draw Incremental Term Loan), each as defined in Note 12, we believe that the carrying amount approximated fair value at December 31, 2025 and December 31, 2024.

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

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unadjusted quoted prices in active markets for identical instrument;

SIRIUS XM HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

Level 2 input:

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

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

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

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Refer to Note 14 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.

(b) The fair values of the 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 12 for additional discussion related to our debt.

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Debt measured at fair value (a)

115 ( 5 ) 329

Change in fair value of bond hedges

$ 25 $ 115 $ ( 126 )

$ 115 $ ( 126 ) $ 83

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

(a) We elected to account for the 2.75 % exchangeable senior debentures due 2049 (which are no longer outstanding) that were assumed as part of the Transactions (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.

SiriusXM was not an obligor or guarantor of either the Exchangeable Notes or 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.

We isolate the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognize 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 $ 11 , $ 27 and $ 6 for the years ended December 31, 2025, 2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023 we recognized $ 12 and $ 46 , 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.

There were no previously unrecognized gains related to the retirement of debt for the year ended December 31, 2025.

The cumulative change in fair value since issuance was a loss of $ 20 as of December 31, 2025, net of the recognition of previously unrecognized gains and losses.

(5) 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 .

During the year ended December 31, 2025, impairment, restructuring and other costs were $ 436 which consisted of $ 296 associated with restructuring charges, $ 109 associated with impairments related to terminated software projects, severance and other employee costs of $ 23 and costs associated with the Transactions of $ 8 .

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

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 impairment of SiriusXM Goodwill and equity method investments, costs

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(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.

associated with the Transactions of $ 71 , and a charge of $ 27 associated with severance and other restructuring costs.

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

(6) Receivables, net

16 unchanged sentences

Total receivables, net $ 761 $ 676

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations.

1 unchanged sentence

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.

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.

As part of our annual impairment test for the year ended December 31, 2025, we elected to perform a quantitative goodwill assessment of our Pandora and Off-platform reporting unit and determined the fair value of the reporting unit using a combination of an income approach, employing a discounted cash flow model, and a market approach.

The results of our 2025 goodwill impairment test indicated that the estimated fair value of our Pandora and Off-platform reporting unit exceeded its carrying amount.

We elected to perform a qualitative impairment assessment of our SiriusXM reporting unit which indicated that the fair value of the reporting unit exceeded its carrying values and therefore was not at risk of impairment.

As of December 31, 2025, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the year ended December 31, 2025.

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 potential impairment existed, which required us to conduct an interim test of the fair value of the goodwill for the SiriusXM 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

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.

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

The discounted cash flow model, which estimates fair value based on the present value of future cash flows, required 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 was estimated using a long-term growth rate, which was based on expected trends and projections.

A discount rate was 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 comparable entities.

The results of our goodwill impairment test indicated that the estimated fair value of the Pandora and Off-platform reporting unit exceeded its carrying amount, whereas the carrying amount of the SiriusXM reporting unit exceeded its estimated fair value.

As a result, we recorded a goodwill impairment charge of $ 2,819 during the year ended December 31, 2024, to write down the carrying amount of the SiriusXM goodwill in the Impairment, restructuring and other costs line item in our audited consolidated statements of operations.

As of December 31, 2025, the cumulative balance of goodwill impairments recorded was $ 3,775 , of which $ 2,819 was recognized during the year ended December 31, 2024 and is included in the carrying amount of the goodwill allocated to our SiriusXM 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.

Refer to the table below for our goodwill activity for the years ended December 31, 2025 and 2024:

Pandora and Off-platform Total

Balance at January 1, 2024 $ 14,250 $ 959 $ 15,209

Acquisition — — —

Impairment charge ( 2,819 ) — ( 2,819 )

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Balance at December 31, 2025 $ 11,431 $ 959 $ 12,390

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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(8) Intangible Assets

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Value Accumulated Amortization Net

Recorded to Sirius XM Reporting Unit:

Recorded to SiriusXM Reporting Unit:

Indefinite life intangible assets:

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Total intangible assets $ 11,789 $ ( 1,724 ) $ 10,065 $ 11,788 $ ( 1,599 ) $ 10,189

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Indefinite Life Intangible Assets

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.

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.

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

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 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.

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.

As of December 31, 2025, there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the years ended December 31, 2025 and 2024.

Definite Life Intangible Assets

Definite-lived intangible assets are amortized over their respective estimated useful lives to their estimated residual values, in a pattern that reflects when the economic benefits will be consumed, and are reviewed for impairment under the provisions of ASC 360-10-35, Property, Plant and Equipment/Overall/Subsequent Measurement .

We review intangible assets subject to amortization for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable.

We review intangible assets subject to amortization for impairment whenever events or circumstances indicate that the carrying amount of an asset may not

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be recoverable.

If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized in an amount by which the carrying amount of the asset exceeds its fair value.

Amortization expense for all definite life intangible assets was $ 125 , $ 133 and $ 199 for the years ended December 31, 2025, 2024 and 2023, 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 year ended December 31, 2022.

There were no retirements or impairments of definite lived intangible assets during the years ended December 31, 2025 and 2024.

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

The expected amortization expense for each of the fiscal years 2026 through 2030 and for periods thereafter is as follows:

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Total definite life intangible assets, net $ 213

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(9) Property and Equipment

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If the carrying amount of an asset exceeds the estimated future cash flows, an impairment charge is recognized in an amount by which the carrying amount exceeds the fair value of the asset.

During the year ended December 31, 2025, we retired property and equipment of $ 335 , of which $ 228 was related to our retirement of our XM-3 satellite, and recorded related impairment charges of $ 104 primarily related to terminated software projects.

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.

Refer to Note 5 for more information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

Property and equipment, net, consists of the following:

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Depreciation and amortization expense on property and equipment was $ 422 , $ 445 and $ 425 for the years ended December 31, 2025, 2024 and 2023, 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 $ 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 $ 27 , $ 16 and $ 5 for the years ended December 31, 2024, 2023 and 2022, respectively, which related to the

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

Capitalized interest costs were $ 23 , $ 27 and $ 16 for the years ended December 31, 2025, 2024 and 2023, respectively, which related to the 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.

Capitalized share-based compensation costs were $ 40 , $ 28 and $ 18 for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2024, we operated a fleet of five satellites.

As of December 31, 2025, we operated a fleet of six satellites, two of which are in-orbit spare satellites.

Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite license.

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XM-5 2010 2025 2026

SXM-8 2021 2036 2029

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.

Our XM-3 satellite remains available as an in-orbit spare.

2025 2040 2033

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

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

During the three months ended March 31, 2025, we removed our XM-3 satellite from service and completed the process of de-orbiting the satellite in November 2025.

Our SXM-11 and SXM-12 satellites, which are currently under construction, are expected to replace our XM-5 and Sirius FM-5 satellites.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment.

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Total lease cost $ 59 $ 64

SIRIUS XM HOLDINGS INC.

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(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 operating lease liabilities $ 276 $ 339

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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December 31, 2025 December 31, 2024

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Operating leases 7 years 8 years

Finance leases 2 years 3 years

Finance leases 1 year 2 years

December 31, 2025 December 31, 2024

2 unchanged sentences

Finance leases 2.4 % 2.4 %

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:

7 unchanged sentences

(11) Related Party Transactions

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.

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

Our Former Parent was a related party prior to 2025.

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.

We made tax-efficient investments of $ 106 , $ 244 and $ 50 during the years ended December 31, 2025, 2024 and 2023, respectively, in clean energy technology projects.

Effective January 1, 2024, we adopted ASU 2023-02 using the modified retrospective approach and now account for these investments under the proportional amortization method.

As of December 31, 2025, the unamortized investment balance of these investments totaled $ 769 and was reported within Equity method investments in our audited consolidated balance sheets.

Under the proportional amortization method, the investment

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

balance is amortized over the term of the investments in proportion to the current period income tax benefits relative to the total expected income tax benefits.

Additionally, we recorded liabilities of $ 648 related to future contractual and contingent payments which we determined to be probable.

Of this amount, $ 111 is presented in Related party current liabilities with the balance included in Other long-term liabilities in our audited consolidated balance sheets.

Sirius XM Canada

Sirius XM holds a 70 % equity interest and 33 % voting interest in Sirius XM Canada, a privately held corporation.

SiriusXM holds a 70 % equity interest and 33 % voting interest in Sirius XM Canada, a privately held corporation.

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

1 unchanged sentence

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.

On March 15, 2022, Sirius XM and Sirius XM Canada entered into an amended and restated services and distribution agreement.

Pursuant to the amended and restated services and distribution agreement, the fee payable by Sirius XM Canada to Sirius XM was modified from a fixed percentage of revenue to a variable fee, based on a target operating profit for Sirius XM Canada.

Such variable fee is expected to be evaluated annually based on comparable companies.

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.

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.

SiriusXM and Sirius XM Canada are parties to an amended and restated services and distribution agreement.

Pursuant to this agreement, the fee payable by Sirius XM Canada to Sirius XM was modified from a fixed percentage of revenue to a variable fee, based on a target operating profit for Sirius XM Canada.

This variable fee is expected to be evaluated annually based on comparable companies.

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

During the three months ended September 30, 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.

1 unchanged sentence

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

SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(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.

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

No impairment loss was recorded for during the year ended December 31, 2025.

Our Equity method investments as of December 31, 2025 and December 31, 2024 included the carrying value of our investment balance in Sirius XM Canada of $ 100 and $ 89 , respectively, and, as of December 31, 2025 and December 31, 2024, also included $ 8 and $ 7 , 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 $ 96 , $ 99 and $ 104 during each of the years ended December 31, 2025, 2024 and 2023.

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

3 unchanged sentences

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

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.

In addition to our investment in SoundCloud, Pandora has an agreement with SoundCloud to be its exclusive ad sales representative in the U.S.

and certain European countries.

Through this arrangement, Pandora offers advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms.

We recorded revenue share expense related to this agreement of $ 51 , $ 59 and $ 54 for the years ended December 31, 2025, 2024 and 2023, respectively.

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

We also had related party liabilities of $ 12 and $ 20 as of December 31, 2025 and December 31, 2024, respectively, 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.

One director of Liberty Media serves on our board of directors, and Liberty Media was a related party prior to 2025.

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.

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

SIRIUS XM HOLDINGS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

Refer to Note 1 for additional information regarding the Transactions.

Refer to Note 16 for more information regarding the Tax Sharing Agreement.

Our debt as of December 31, 2025 and December 31, 2024 consisted of the following:

7 unchanged sentences

$ 575 $ 579 $ 594

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 Radio LLC notes and loans:

Sirius XM (c)

September 2024 Incremental Term Loan

September 2024 Incremental Term Loan (the “Delayed Draw Incremental Term Loan”)

September 9, 2027 variable fee paid quarterly 400 400 1,086

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

December 2012 Senior Secured Revolving Credit Facility (the “Credit Facility”)

August 31, 2030 variable fee paid quarterly 20 20 —

Sirius XM (c)

17 unchanged sentences

Sirius XM Various Finance leases Various n/a n/a 5 11

10,391 11,161

total current maturities

3 unchanged sentences

(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.

to each series of Sirius XM Radio LLC notes in connection with the conversion of Sirius XM Radio Inc.

into a Delaware limited liability company.

All material domestic subsidiaries of Sirius XM Radio LLC, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the Delayed Draw Incremental Term Loan and these notes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

3 unchanged sentences

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.

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

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

9 unchanged sentences

See Note 4 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 Radio LLC notes and loans:

The Credit Facility

On August 20, 2025, Sirius XM Radio LLC entered into an amendment to, among other things, increase the Credit Facility to $ 2,000 and extend its maturity to August 31, 2030.

Sirius XM Radio LLC’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 Radio LLC’s assets and the assets of its material domestic subsidiaries.

Borrowings bear interest at the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate determined by Sirius XM Radio LLC’s debt to operating cash flow ratio, and we pay a variable commitment fee on unused commitments of 0.25 % per annum as of December 31, 2025.

The amendment also adds a springing maturity feature which will automatically accelerate the maturity date of the Credit Facility to a date 91 days prior to the stated maturity of certain of Sirius XM Radio LLC’s long-term debt instruments, including Sirius XM Radio LLC’s 2026, 2027, 2028, 2029 and 2030 Senior Notes and the Delayed Draw Incremental Term Loan, if at such date Sirius XM Radio LLC does not have sufficient liquidity to repay the maturing obligations.

Liquidity for this test is defined as the sum of (i) unrestricted cash and cash equivalents and (ii) available borrowing capacity under the Credit Facility.

In April 2022, Sirius XM Radio LLC entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $ 500 which was retired on April 11, 2024 with cash for 100 % of the principal plus accrued and unpaid interest.

On January 26, 2024, Sirius XM Radio LLC entered into an amendment to the Credit Facility to, among other things, incorporate a $ 1,100 Delayed Draw Incremental Term Loan.

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

On September 3, 2024, Sirius XM Radio LLC 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 Radio Inc.

into a Delaware limited liability company.

As of December 31, 2025, $ 20 was outstanding under the Credit Facility and $ 400 was outstanding under the Delayed Draw Incremental Term Loan which were recorded in Long-term debt in our consolidated balance sheets.

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AND SUBSIDIARIES

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 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

Under the Credit Facility, Sirius XM, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0.

The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions.

The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis.

The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens;

Under the Credit Facility, Sirius XM Radio LLC, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0.

The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM Radio LLC’s ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM Radio LLC’s assets and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions.

The indentures governing Sirius XM Radio LLC’s notes restrict Sirius XM Radio LLC’s non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis.

The indentures governing the notes also contain covenants that, among other things, limit Sirius XM Radio LLC’s ability and the ability of its subsidiaries to create certain liens;

enter into sale/leaseback transactions;

and merge or consolidate.

Under Sirius XM's debt agreements, the following generally constitute an event of default:

and merge or consolidate or transfer, lease, assign or otherwise dispose of all or substantially all of SiriusXM's assets.

Under Sirius XM Radio LLC’s debt agreements, the following generally constitute an event of default:

(i) a default in the payment of interest;

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(v) certain events of bankruptcy;

(vi) a judgment for payment of money exceeding a specified aggregate amount;

and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable.

(vi) a judgment for payment of money exceeding a specified aggregate amount and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable.

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

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:

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

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

December 31, 2025 December 31, 2024

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

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

There were 335 and 339 shares of common stock issued and outstanding at December 31, 2025 and December 31, 2024, respectively.

As of December 31, 2025, there were 31 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.

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Transactions with Former Parent, net

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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.

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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

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October 22, 2024 $ 0.270 November 5, 2024 $ 92 November 21, 2024

(1) During the years ended December 31, 2024 and 2023, we paid dividends of $ 143 and $ 65 , respectively, to noncontrolling interests.

(1) During the year ended December 31, 2024, we paid dividends of $ 143 to noncontrolling interests.

Stock Repurchase Program

As of December 31, 2024, our board of directors approved for repurchase an aggregate of $ 1,166 of our common stock.

On September 9, 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.

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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.

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

As of December 31, 2025, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 6,538 thousand shares for $ 143 , of which 6,238 thousand shares were repurchased during the years ended December 31, 2025 for $ 136 and $ 1,024 remained available for additional repurchases under our existing stock repurchase program authorization.

The following table summarizes our total share repurchase activity for the years ended:

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(a) As of December 31, 2025, $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.

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(14) Benefit Plans

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Our assumptions may change in future periods.

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SplitCo Awards

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

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.

As of December 31, 2025, we recognized a liability of less than $ 1 related to these awards which is recorded in Accounts payable and accrued expenses in our audited consolidated balance sheets.

Sirius XM Holdings Awards

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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.

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 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.

RSUs include performance-based RSUs (“PRSUs”), the vesting of which are subject to the achievement of performance goals

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and the employee’s continued employment.

RSUs include performance-based RSUs (“PRSUs”), the vesting of which are subject to the achievement of performance goals and the employee’s continued employment.

Each RSU entitles the holder to receive one share of common stock upon vesting.

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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, 2025, 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.

We maintain three share-based benefit plans in addition to the 2024 Plan and the Transitional Plan — the SiriusXM Holdings Inc.

2015 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc.

and the Pandora Media, Inc.

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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 under the Sirius XM Awards:

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

For the Years Ended December 31,

2024 2023 2022

Risk-free interest rate 4.4 % 4.0 %

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Expected dividend yield 2.8 % 2.0 %

The following table summarizes stock option activity under our share-based plans for the years ended December 31, 2024:

There were no options granted during the year ended December 31, 2025.

The following table summarizes stock option activity under our share-based plans for the year ended December 31, 2025:

Weighted-Average

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Forfeited, cancelled or expired ( 3 ) $ 47.19

Transfer in from SplitCo (1)

Outstanding as of December 31, 2025 15 $ 50.10 3.48 $ —

Exercisable as of December 31, 2025 14 $ 51.30 2.96 $ —

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(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.

The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was less than $ 1 , $ 1 and $ 15 , respectively.

During the years ended December 31, 2025, 2024 and 2023, the number of net settled shares issued as a result of stock option exercises was less than 1 , 1 and 2 , respectively.

The following table summarizes the RSUs, including PRSUs, activity under our share-based plans for the years ended December 31, 2024:

The following table summarizes the RSU, including PRSU, activity under our share-based plans for the years ended December 31, 2025:

Shares GDFV Per Share

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During the years ended December 31, 2025, 2024 and 2023, the number of net settled shares issued as a result of RSUs vesting totaled 2 , 2 and 19 , respectively.

During the years ended December 31, 2024, 2023 and 2022, we granted 1 , 4 and 6 , respectively, PRSUs to certain employees.

During the years ended December 31, 2025, 2024 and 2023, we granted less than 1 , 1 and 4 , 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, 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.

In connection with the cash dividends paid during the years ended December 31, 2025, 2024 and 2023, we granted less than 1 , less than 1 and 1 , 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 year ended December 31, 2025.

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, 2025 and December 31, 2024 was $ 355 and $ 402 , respectively.

The total unrecognized compensation costs at December 31, 2025 are expected to be recognized over a weighted-average period of 2.4 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

401(k) Savings Plans

We sponsor the Sirius XM Radio Inc.

401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees.

The Sirius XM Plan allows eligible employees to voluntarily contribute from 1 % to 50 % of their pre-tax eligible earnings, subject to certain defined limits.

We sponsor the Sirius XM Radio 401(k) Savings Plan (the “SiriusXM Plan”) for eligible employees.

The SiriusXM Plan allows eligible employees to voluntarily contribute from 1 % to 50 % of their pre-tax eligible earnings, subject to certain defined limits.

We match 50 % of an employee’s voluntary contributions per pay period on the first 6 % of an employee’s pre-tax salary up to a maximum of 3 % of eligible compensation.

We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan.

Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33 % for each year of employment and are fully vested after three years of employment for all current and future contributions.

We may also make additional discretionary matching, true-up matching and non-elective contributions to the SiriusXM Plan.

Employer matching contributions under the SiriusXM Plan vest at a rate of 33.33 % for each year of employment and are fully vested after three years of employment for all current and future contributions.

Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution.

We recognized expenses of $ 20 , $ 20 and $ 19 for the years ended December 31, 2024, 2023 and 2022, respectively, in connection with the Sirius XM Plan.

We recognized expenses of $ 18 , $ 20 and $ 20 for the years ended December 31, 2025, 2024 and 2023, respectively, in connection with the SiriusXM Plan.

Sirius XM Holdings Inc.

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We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP.

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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, 2025, 2024 and 2023, were $( 11 ), $( 1 ) and $( 3 ), respectively.

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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.

We recorded gains on investments held in the trust of $ 5 , $ 6 and $ 7 for the years ended December 31, 2025, 2024 and 2023, respectively.

(15) Commitments and Contingencies

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Cash interest payments include interest due on outstanding debt and finance lease payments through maturity.

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Satellite and transmission.

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

We have entered into agreements for the design, construction, launch and insurance of two additional satellites:

SXM-11 and SXM-12.

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

We 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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Satellite incentive payments.

Maxar Technologies (formerly Space Systems/Loral), the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5, SIRIUS FM-5, SIRIUS FM-6, and SXM-8 meeting their fifteen-year design life, which we expect to occur.

Lanteris Space Systems (formerly Maxar Space), the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5, SIRIUS FM-6, SXM-8, SXM-9 and SXM-10 meeting their fifteen-year design life, which we expect to occur.

Operating lease obligations.

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

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

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 certain leases have options to renew.

Total rent recognized in connection with leases for the years ended December 31, 2025, 2024 and 2023 was $ 60 , $ 63 and $ 64 , respectively.

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These future contributions are expected to be made over the remaining respective terms of the investments and totaled $ 648 as of December 31, 2025, of which $ 111 is expected to be paid in 2026 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.

Several of our royalty agreements also include provisions related to the royalty payments and structures of those agreements relative to other licensing arrangements, which, if triggered, cause our payments under those agreements to escalate.

In addition, record labels, publishers and performing rights organizations with whom we have entered into direct license agreements have the right to audit our content payments, and such audits often result in disputes over whether we have paid the proper content costs.

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We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

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

Legal Proceedings

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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 Sirius XM.

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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(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:

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 (the “Petition”) in the Supreme Court of the State of New York, New York County (the “New York Court”), against Sirius XM.

The Petition alleged 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 alleged that Sirius XM requires consumers to devote an excessive amount of time to cancel subscriptions and has not implemented cancellation processes that are simple and efficient.

The Petition claimed 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 sought:

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;

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disgorgement of all profits resulting from the alleged improper acts;

civil penalties;

and the NY AG’s costs.

civil penalties and the NY AG’s costs.

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.

In November 2024, the 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.

As a result of the New York 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 we believe is at least as easy to use as the method the consumer used to initiate the subscription.

The NY AG appealed the four counts with respect to the Petition for which the New York Court granted Sirius XM summary judgment.

Sirius XM appealed the one count in the Petition, the violation of ROSCA, with respect to which the New York Court granted the State of New York summary judgment.

On November 6, 2025, the Appellate Division affirmed the New York Court’s Order on all counts.

On January 23, 2026, the NY AG sought leave to appeal the Appellate Division’s affirmance.

The NY AG has also moved the New York Court for an injunction and accounting with respect to the ROSCA claim, which Sirius XM has opposed.

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 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 Sirius XM falsely advertised its music subscription plans at lower prices than it actually charges, that it allegedly did not disclose its “U.S.

Commencing in 2023, a number of putative class actions and mass arbitration demands have been commenced against Sirius XM relating to its pricing, billing and subscription marketing practices.

Although each class action and mass arbitration demand contains unique allegations, in general, the actions and arbitrations alleged 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 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 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.

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

Several of these claimants also asserted additional causes of action under the Electronic Funds Transfer Act.

Over half of the approximately 70,000 purported mass arbitration claims have been withdrawn by counsel or closed by the American Arbitration Association (the "AAA").

On January 13, 2026, Sirius XM entered into a settlement that when effectuated would resolve the remaining mass arbitration claims and the previously disclosed Carovillano , Burns , Kirkpatrick , Balmores and Woods lawsuits.

The settlement will not have a material adverse effect on Sirius XM’s business, financial

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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.

condition, results operations or cash flows.

The sole remaining related case is Stutsman, et al.

Sirius XM Radio LLC , a putative class action pending in the United States District Court for the Western District of Washington.

Sirius XM believes it has substantial defenses to the claims asserted in Stutsman and it intends to defend itself vigorously.

California Unruh Civil Rights Act Mass Arbitration.

A series of mass pre-arbitration notices have been filed purportedly on behalf of approximately 41,000 claimants alleging that Pandora used age, sex and gender information from claimants to target advertising in violation of California’s Unruh Civil Rights Act, Cal.

Code §§ 51–52.

A petition was filed purportedly on behalf of approximately 26,000 petitioners for an Order Compelling Arbitration in Los Angeles Superior Court against Pandora on January 17, 2025, and an amended petition was filed on February 14, 2025.

On June 18, 2025, the Court denied the petition in part with respect to 2,216 petitioners and granted the petition in part and entered an order compelling arbitration with respect to the remaining petitioners.

Following that order, 23,821 of the petitioners filed demands for arbitration with the AAA on July 4, 2025, and AAA opened a mass arbitration.

On December 15, 2025 claimants’ counsel sought to add 2,562 claimants with identical claims to the AAA mass arbitration.

On January 28, 2026, a Process Arbitrator in the mass arbitration issued an order dismissing all of the pending claims, and the AAA is expected to close this matter.

Do-Not-Call Litigation.

In July 2025, following a mediation, Sirius XM entered into an agreement settling a putative class action lawsuit filed on November 29, 2022 in the United States District Court for the Central District of Illinois alleging that Sirius XM violated the “Do-Not-Call” provisions of the Telephone Consumer Protection Act, and several similar state statutes, by calling consumers whose residential numbers were on applicable national or state do-not-call registries and/or whose residential numbers were on Sirius XM’s internal do-not-call list.

The settlement will resolve the claims of consumers for the period April 27, 2019 through October 31, 2025.

As part of the settlement, in calendar year 2026, Sirius XM paid $ 28 million into a non-reversionary settlement fund from which cash to class members, notice, administrative costs, and attorney's fees and costs will be paid.

The settlement was recorded to the General and administrative line in our unaudited consolidated statements of operations and included in the Accounts payable and accrued expenses line of our unaudited consolidated balance sheets.

The settlement memorializes changes relating to Sirius XM’s “Do-Not-Call” practices.

Settlement of this matter is subject to, among other things, final approval by the Court.

Mechanical Licensing Collective v.

Pandora Media, LLC .

On February 12, 2024, the Mechanical Licensing Collective (“MLC”) sued Pandora in the Middle District of Tennessee for alleged underpayment of royalties on Pandora’s free radio service.

The MLC contends that various Pandora offerings along with certain other ancillary features, convert Pandora’s entire free radio service into an interactive service that is subject to a higher statutory rate, which would require Pandora to have paid and continue to pay significantly higher royalties.

The case is currently in the midst of summary judgment briefing.

If neither side prevails on summary judgment, the case is set for trial on June 30, 2026.

Other Matters .

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former employees;

parties to contracts or leases;

and owners of purported patents, trademarks, copyrights or other intellectual property.

parties to contracts or leases 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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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

In connection with the closing of the Transactions, on September 9, 2024, this existing Tax Agreement

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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.

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.

In addition, the Tax Sharing Agreement includes additional 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.

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Total income tax expense $ 251 $ 210 $ 222

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The following table presents a reconciliation of the U.S.

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2025 2024 2023

Federal tax expense, at statutory rate 21.0 % 21.0 % 21.0 %

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 %

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 ) %

Federal Statutory Tax Rate

$ 222 21.0 % $ ( 391 ) 21.0 % $ 254 21.0 %

Domestic Federal

Tax Equity Credit Investments

( 27 ) ( 2.5 ) % ( 36 ) 1.9 % ( 18 ) ( 1.5 ) %

Research and Development Tax Credit

( 14 ) ( 1.4 ) % ( 26 ) 1.4 % ( 33 ) ( 2.7 ) %

Nontaxable or Nondeductible Items

— — % 592 ( 31.8 ) % — — %

Current Year Stock Options net of APIC

25 2.3 % 20 ( 1.0 ) % 20 1.7 %

Convertible Notes

Intergroup interests — % ( 1.2 ) % 0.3 %

Other, net ( 1.3 ) % ( 0.6 ) % — %

— — % ( 23 ) 1.2 % 32 2.6 %

1 0.1 % 1 ( 0.1 ) % 1 0.1 %

Effect of Cross-Border Tax Laws ( 1 ) ( 0.1 ) % ( 3 ) 0.2 % ( 7 ) ( 0.6 ) %

State and Local Income Tax, Net of Federal Income Tax Effects

49 4.6 % 51 ( 2.9 ) % 36 2.9 %

Changes in Unrecognized Tax Benefits

( 4 ) ( 0.3 ) % 5 ( 0.3 ) % ( 54 ) ( 4.5 ) %

— 0.1 % 20 ( 0.9 ) % ( 9 ) ( 0.7 ) %

Effective tax rate $ 251 23.8 % $ 210 ( 11.3 ) % $ 222 18.3 %

(1) State taxes in California, New York, New Jersey, Florida, Tennessee, and Illinois made up the majority (greater than 50%) of the tax effect in this category.

Our effective tax rate of 23.8 % for the year ended December 31, 2025, was primarily driven by state and local taxes and tax losses related to share-based compensation, partially offset by certain 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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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.

Our effective tax rate of 18.3 % 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.

The following table presents additional supplemental cash flow information for the years ended December 31, 2025, 2024, and 2023:

For the Years Ended December 31,

2025 2024 2023

Income tax paid:

Federal $ 105 $ 165 $ 119

State 50 53 46

Foreign 1 — —

Total income taxes paid

$ 156 $ 218 $ 165

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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The weight given to the potential effects of positive and negative evidence is based on the extent to which it can be objectively verified.

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.

A valuation allowance is

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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.

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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Debt ( 9 ) ( 3 )

Investments — ( 29 )

Total deferred tax liabilities ( 2,737 ) ( 2,677 )

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As of December 31, 2025 and 2024, we had a valuation allowance related to deferred tax assets of $ 87 and $ 93 , 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.

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

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have full knowledge of all relevant information.

During the year ended December 31, 2025, our valuation allowance decreased primarily as a result of the expiration of state net operating losses.

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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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 .

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We recognized net tax benefits of $ 32 for each of the years ended December 31, 2025 and 2024, respectively, related to our tax equity investments.

These recognized net tax benefits were recorded to Income tax expense in our consolidated statement of comprehensive income.

The net tax benefits included tax credits and other income tax benefits of $ 162 and $ 153 during the years ended December 31, 2025 and 2024, respectively, which were partially offset by amortization expense of $ 130 and $ 121 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, we had unrecognized tax benefits and uncertain tax positions of $ 198 and $ 201 , respectively.

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Decreases related to settlement with taxing authorities ( 4 ) —

Decreases related to statute of limitation lapses ( 1 ) —

Balance, end of year $ 198 $ 201

On July 4, 2025, the President signed into law the One Big Beautiful Bill (“OBBB”) Act, introducing significant amendments to the U.S.

Internal Revenue Code.

The amendments include the permanent extension of certain individual, business, and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025.

The OBBB permanently extends the 100% bonus depreciation of qualifying assets which is expected to accelerate the timing of depreciation deductions for these assets.

The OBBB also permanently eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S.-based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred.

For the year ended December 31, 2025, these provisions approximately resulted in a $ 243 reduction of current income tax liabilities and a corresponding increase in deferred tax liabilities.

The legislation did not have a material impact on our income tax expense for 2025.

(17) Segments and Geographic Information

In accordance with FASB ASC Topic 280, Segment Reporting , we disaggregate our operations into two reportable segments:

Sirius XM and Pandora and Off-platform.

SiriusXM and Pandora and Off-platform.

The financial results of these segments are utilized by the chief operating decision maker, who is our Chief Executive Officer, for evaluating segment performance and allocating resources.

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For the Year Ended December 31, 2025

Sirius XM Pandora and Off-platform Total

Pandora and Off-platform Total

Subscriber revenue $ 5,960 $ 526 $ 6,486

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Segment gross profit $ 3,818 $ 670 $ 4,488

The reconciliation between reportable segment gross profit to consolidated loss before income tax is as follows:

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:

For the Year Ended December 31, 2025

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(a) Share-based payment expense of $ 48 related to cost of services, $ 46 related to sales and marketing, $ 34 related to product and technology and $ 53 related to general and administrative has been excluded for the year ended December 31, 2025.

(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 .

(b) SiriusXM other costs of services related to customer service and billing of $ 370 , transmission costs of $ 157 and cost of equipment of $ 9 .

Pandora other costs of services related to customer service and billing of $ 74 and transmission costs of $ 28 .

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For the Year Ended December 31, 2024

Sirius XM Pandora and Off-platform Total

Pandora and Off-platform Total

Subscriber revenue $ 6,076 $ 540 $ 6,616

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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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Total other (expense) income ( 348 )

Consolidated income before income taxes $ 1,210

Consolidated Loss before income taxes

(c) 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.

(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 .

(d) 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 .

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For the Year Ended December 31, 2023

Sirius XM Pandora and Off-platform Total

Pandora and Off-platform Total

Subscriber revenue $ 6,342 $ 524 $ 6,866

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(e) 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.

(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 .

(f) Sirius XM other costs of services related to customer service and billing of $ 388 , transmission costs of $ 166 and cost of equipment of $ 14 .

Pandora other costs of services related to customer service and billing of $ 83 and transmission costs of $ 34 .

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.

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On January 29, 2026, 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 27, 2026 to stockholders of record as of the close of business on February 11, 2026.

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.

For the period from January 1, 2026 to February 3, 2026, we repurchased 1 shares of our common stock on the open market for an aggregate purchase price of $ 19 , including fees and commissions.

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

What changed 10-K

Item 9A. Controls and Procedures