SIRI

• No disagreements were cited regarding operations, policies, or practices.
• No successor COO will be appointed at this time.
• Separation agreement provides a lump sum of $1,050,000 (prorated 2026 bonus) within 60 days, subject to release.
• All unvested equity awards as of July 31, 2026 will be forfeited.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Net income increased 17% to $239 million, with diluted EPS up 23% to $0.70.
• Adjusted EBITDA grew 3% to $691 million, with margin expanding to 32%.
• Free cash flow advanced 48% to $593 million.
• Company raised full-year 2026 revenue, Adjusted EBITDA, and free cash flow guidance by $25 million each.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• At the May 28, 2026 annual meeting, shareholders approved Amendment No. 1 to the 2024 Long-Term Stock Incentive Plan, increasing available shares by 7,200,000 to 22,565,993.
• Shareholders approved, on a non-binding advisory basis, named executive officer compensation (228,280,853 for, 4,764,836 against).
• KPMG LLP was ratified as independent registered public accountants for 2026 (281,049,339 for, 2,379,515 against).
• The report was filed June 1, 2026, with the amendment included as Exhibit 10.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Net income increased 20% to $245 million, with diluted EPS up 22% to $0.72.
• Adjusted EBITDA grew 6% to $666 million, with margin expanding 140 basis points to 32%.
• Free cash flow more than tripled to $171 million from $56 million in the prior year period.
• Company reaffirmed 2026 guidance: revenue ~$8.5B, adjusted EBITDA ~$2.6B, free cash flow ~$1.35B.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On March 5, 2026, Sirius XM Radio LLC settled its cash tender offer for any and all of its outstanding 3.125% Senior Notes due 2026, purchasing approximately $498.9 million (49.89%) of the notes.
• The tender offer was funded with a portion of the net proceeds from SiriusXM's issuance of 5.875% Senior Notes due 2032 on March 4, 2026.
• On March 10, 2026, SiriusXM deposited sufficient U.S. treasuries with U.S. Bank Trust Company, National Association, as trustee, to pay the outstanding principal and accrued interest to maturity and satisfy and discharge the 3.125% Notes, related guarantees, and the indenture.
• The satisfaction and discharge was also funded with a portion of the 5.875% Notes proceeds, and upon completion, the 3.125% Notes and related obligations were discharged and ceased to have further effect.
• The event was reported under Item 8.01 (Other Events) as a material corporate financing transaction.

8.01 Other Events

• Net proceeds will fund the purchase of any and all 3.125% Senior Notes due 2026 via a concurrent cash tender offer and redeem $250 million of 5.000% Senior Notes due 2027.
• The tender offer expired March 4, 2026, with $498.9 million (49.89%) of the 3.125% Notes validly tendered, excluding $70.6 million subject to guaranteed delivery.
• The Notes are guaranteed by Sirius XM Inc. and several domestic subsidiaries, and are unsecured senior obligations of SiriusXM.
• SiriusXM may redeem the Notes at make-whole prices before April 15, 2029, and at specified prices thereafter, with a 40% equity-clawback option at 105.875%.
• The company expects to redeem or discharge any 3.125% Notes not purchased in the tender offer.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On March 4, 2026, Sirius XM Holdings Inc. announced the pricing of its subsidiary Sirius XM Radio LLC's cash tender offer for any and all of its outstanding 3.125% Senior Notes due 2026.
• The tender offer expires at 5:00 p.m. New York City time on March 4, 2026, with payment expected on March 5, 2026 (or March 9, 2026 for guaranteed delivery).
• The offer is not conditioned on a minimum amount of Notes being tendered; proceeds from a contemporaneous senior notes offering and cash on hand will fund the purchase.
• Citigroup Global Markets Inc. is the exclusive dealer manager, and Kroll Issuer Services (US) is the tender and information agent.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The offering is expected to close on March 4, 2026, subject to customary closing conditions.
• Net proceeds, together with cash on hand, will be used to purchase any and all of its 3.125% Senior Notes due 2026 via a concurrent cash tender offer, redeem or discharge any remaining 3.125% Notes, and redeem $250 million of its 5.000% Senior Notes due 2027.
• On February 27, 2026, SiriusXM issued a conditional redemption notice to redeem $250 million of the 5.000% Notes on March 29, 2026 at 100% of principal plus accrued interest.
• As of December 31, 2025, $1,000 million of 3.125% Notes and $1,500 million of 5.000% Notes were outstanding.
• The Notes are unregistered and offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

8.01 Other Events · 9.01 Financial Statements and Exhibits