Form 8-K

8-K — SIRIUS XM HOLDINGS INC.

Accession: 0000908937-26-000010

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0000908937

SIC: 4832 (RADIO BROADCASTING STATIONS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — siri-20260430.htm (Primary)

EX-99.1 (siriq12026earningsrelease.htm)

GRAPHIC (imagea.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: siri-20260430.htm · Sequence: 1

siri-20260430

00009089370000908937false00009089372026-04-302026-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2026

SIRIUS XM HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-34295 93-4680139

(State or other Jurisdiction

of Incorporation) (Commission File Number) (I.R.S. Employer

Identification No.)

1221 Avenue of the Americas, 35th Floor, New York, NY

(Address of Principal Executive Offices)

10020

(Zip Code)

Registrant’s telephone number, including area code: (212) 584-5100

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of exchange on which registered

Common stock, $0.001 par value SIRI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On April 30, 2026, Sirius XM Holdings Inc. reported its financial and operating results for the three months ended March 31, 2026. These results are discussed in the press release attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.

Item 7.01 Regulation FD Disclosure

A reconciliation of the unaudited consolidated financial statements of Sirius XM Holdings Inc. and its subsidiary, Sirius XM Radio LLC, showing the variances between the consolidated balance sheets and consolidated statements of operations for the two entities for the period ended March 31, 2026, will be posted on its website at investor.siriusxm.com. Sirius XM Radio LLC is furnishing this information in order to comply with the reporting obligations in the indentures governing its outstanding notes.

* * *

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K, as applicable, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1

Press release dated April 30, 2026.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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

SIRIUS XM HOLDINGS INC.

By: /s/ Eve Konstan

Eve Konstan

Executive Vice President, Chief Legal Officer and Secretary

Dated: April 30, 2026

EX-99.1

Filename: siriq12026earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

Sirius XM Holdings Reports First Quarter 2026 Operating and Financial Results

•First Quarter Consolidated Revenue rose 1% to $2.09 Billion year-over-year

•Net Income increased 20% to $245 Million from the prior year period

•Adjusted EBITDA grew 6% to $666 million1

•Free Cash Flow more than tripled year-over-year to $171 million1

•Self-pay net additions of (111,000) marked a meaningful improvement from the prior year, with churn declining to 1.5%

•SiriusXM Reaffirms 2026 Revenue, Adjusted EBITDA and Free Cash Flow Guidance

NEW YORK – April 30, 2026 – Sirius XM Holdings announced first quarter 2026 operating and financial results today, reporting revenue of $2.09 billion, up 1% compared to the first quarter of 2025. Net income rose 20% year-over-year to $245 million, while earnings per diluted common share increased 22% to $0.72, from $0.59 in the prior year period.

Adjusted EBITDA grew 6% to $666 million in the first quarter, driven by higher subscriber and advertising revenue as well as lower customer service, product and technology and general and administrative expenses. Adjusted EBITDA margin expanded 140 basis points year-over-year to 32%. Free cash flow was $171 million, more than tripling year over year, primarily driven by higher adjusted EBITDA and lower capital expenditures.

“We are off to a strong start in 2026, delivering growth in both revenue and profitability while executing with discipline against our strategic priorities,” said Jennifer Witz, Chief Executive Officer. “In the first quarter, we increased year-over-year subscriber net additions, grew ARPU, and achieved the lowest first-quarter churn on record. Our latest proprietary subscriber satisfaction study delivered the highest scores since its inception, reinforcing the strength of our value proposition. We also significantly enhanced our advertising capabilities through our landmark partnership with YouTube. This strong execution, combined with continued enhancements to our content offering and deeper listener engagement underscores the resilience of our model and positions us well to deliver sustainable long-term value for shareholders.”

“Our first-quarter performance reflects strong execution, with top-line growth, expanding margins, and a notable improvement in earnings and free cash flow,” said Zac Coughlin, Chief Financial Officer. “We are making solid progress on our cost efficiency initiatives while strengthening our balance sheet and allocating capital with discipline. As we navigate a more dynamic macroeconomic backdrop our priorities remain clear: achieving our target leverage range of low-to-mid 3x and driving continued free cash flow growth toward our $1.5 billion2 2027 objective.”

BUSINESS AND PROGRAMMING HIGHLIGHTS

SiriusXM’s annual subscriber study—which measures customer satisfaction, value, loyalty, long-term intent, and the essential nature of the service—reached its highest satisfaction levels since inception of the study in 2014. These

1 Non-GAAP financial measure. Refer to page 11 of this earnings release for a reconciliation of the non-GAAP measures to their most directly comparable GAAP measures.

2 Free cash flow is a non-GAAP financial measure. Due to the uncertainty around special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, we cannot reconcile the expected free cash flow measure to its most directly comparable financial measure under GAAP without unreasonable effort.

results reflect broad-based gains across key measures and strong momentum among core growth segments, reinforcing the increasing relevance of the service and the impact of recent strategic actions.

Subscriber trends also improved, driven by increased adoption of value-oriented offerings and extended duration plans that are deepening engagement and reinforcing long-term loyalty. Churn remained a standout, improving to 1.5% following the implementation of SiriusXM’s first consecutive annual price increase in February across full-price plans.

Content continues to play an important role in driving engagement. SiriusXM expanded its programming across music, sports and culture, introducing exclusive, full-time artist-led channels from global stars like John Summit, alongside pop up channels by BTS, Luke Combs and Robyn as well as distinctive programming such as John Mayer’s Grateful Dead Listening Party. The company also expanded its partnership with Metallica, broadened access to Alt2K, and launched Cuomo Mornings. SiriusXM also leaned into unique live performances, including artists like Noah Kahan during Super Bowl Week. In sports, SiriusXM maintained broad coverage across major leagues and events, including the NFL, MLB, NBA, NHL, college athletics, and more. College sports continued to resonate with listeners, with increased listening hours for events such as March Madness and the College Football Championship.

Podcasting was another area of strong performance, with revenue growing 37% year-over-year. SiriusXM Media is the #1 podcast network in the U.S. by weekly reach according to Edison Research. As a launch partner for Apple’s new video podcasting initiative, the company is continuing to play a role in the medium’s evolution. SiriusXM is also advancing capabilities such as dynamic video ad insertion, expanding access to a broader advertising market, and supporting monetization across audio formats with greater flexibility and optionality for both creators and advertisers.

SiriusXM Media also recently announced a partnership with YouTube, under which it will serve as the exclusive U.S. advertising representative for YouTube’s audio inventory. This agreement is expected to expand its reach to approximately 255 million monthly listeners—nearly 90% of the U.S. population age 13 and older—beginning this fall.

SEGMENT HIGHLIGHTS

Sirius XM Holdings Inc. operates two complementary audio entertainment businesses — one of which is referred to as “SiriusXM” and the second of which is referred to as “Pandora and Off-Platform.” Further information regarding these two segments will be contained in the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The financial highlights below exclude the impact of share-based payment expense.

First Quarter 2026 SiriusXM Segment Highlights

SiriusXM Total Subscribers of 33 Million

SiriusXM self-pay subscribers decreased by approximately 111,000 in the first quarter of 2026, reflecting an improvement of 192,000 compared to the prior year period, driven by growing adoption of companion subscriptions, which added 124,000 incremental self-pay net additions in the quarter. Performance was further supported by ongoing progress in our continuous service initiative as well as momentum in automotive dealer extended-duration plans, more than offsetting lower conversion rates. Self-pay monthly churn improved to approximately 1.5%, the lowest first-quarter level in SiriusXM history, driven primarily by lower vehicle-related and non-pay churn, partially offset by higher voluntary churn. The company ended the quarter with approximately 33 million total subscribers. Paid promotional subscriber trends also improved year-over-year, with net losses of 37 thousand, driven by the timing of certain automakers transitioning from paid promotional subscriptions to unpaid or shorter duration promotional plans. The total trial funnel stood at 7.3 million at quarter end, compared to 7.2 million at the end of 2025 and 7.4 million in the prior year quarter.

SiriusXM Revenue of $1.59 Billion

In the first quarter of 2026, SiriusXM generated total revenue of $1.59 billion, an increase of 1% year-over-year. Growth was driven by higher subscriber revenue, primarily reflecting rate increases on certain self-pay plans, partially offset by a slightly lower average subscriber base and softer advertising demand in news. Average Revenue Per User (ARPU) was $14.99 in the first quarter of 2026, up from $14.86 in the prior year period, reflecting the impact of recent pricing actions.

SiriusXM Gross Profit of $966 Million and Gross Margin of 61%

Total cost of services at SiriusXM was $624 million in the first quarter of 2026, reflecting a 3% improvement from $644 million in the prior year quarter. Gross profit increased 3% to $966 million, up from $937 million in the first quarter of 2025, resulting in a two percentage point expansion in gross margin to 61%.

First Quarter 2026 Pandora and Off-Platform Segment Highlights

Pandora and Off-Platform First Quarter Revenue of $501 Million

Pandora and Off-Platform revenue totaled $501 million for the quarter, an increase of 3% year-over-year. Advertising revenue increased 5% to $372 million, driven by strength in podcasting, higher programmatic demand and technology fees, partially offset by softer advertiser demand in streaming music. Subscriber revenue declined 2% to $129 million, reflecting a smaller subscriber base. Pandora Plus and Pandora Premium ended the first quarter of 2026 with approximately 5.6 million self-pay subscribers, while monthly active users totaled 40.1 million.

Pandora and Off-Platform First Quarter Gross Profit of $139 Million and Gross Margin of 28%

Total cost of services increased 4% to $362 million in the first quarter of 2026, primarily driven by a higher podcast revenue share and increased sound recording and publisher royalties. Gross profit was $139 million, relatively flat year-over-year, while gross margin declined modestly to 28% from 29% in the prior year period.

ADDITIONAL FINANCIAL HIGHLIGHTS

Subscriber acquisition costs (SAC) for the first quarter 2026 were $100 million, flat year-over-year. Sales and marketing expenses remained relatively flat year-over-year, product and technology costs declined 6% to $59 million and general and administrative expenses decreased 4% to $104 million.

Free cash flow totaled $171 million in the first quarter of 2026, increasing 205% from $56 million in the prior year period, driven by higher adjusted EBITDA and lower capital expenditures.

During the quarter, SiriusXM returned capital to shareholders, including $91 million in dividends and $22 million in share repurchases. The company ended the first quarter of 2026 with a net debt-to-adjusted EBITDA ratio of 3.6x and continues to target a long-term leverage ratio in the low-to-mid 3’s range, which it expects to achieve by the fourth quarter this year.

2026 FULL-YEAR FINANCIAL GUIDANCE

The company is reaffirming its full-year 2026 guidance, including:

•Total revenue of approximately $8.5 billion,

•Adjusted EBITDA of approximately $2.6 billion, and

•Free cash flow of approximately $1.35 billion.

Adjusted EBITDA and free cash flow are non-GAAP financial measures. Due to the uncertainty around special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, we cannot reconcile projected adjusted EBITDA and free cash flow to their most directly comparable financial measure under GAAP without unreasonable effort.

FIRST QUARTER 2026 RESULTS

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the Three Months Ended March 31,

(in millions, except per share data) 2026 2025

Revenue:

Subscriber revenue $ 1,612 $ 1,602

Advertising revenue 407 394

Equipment revenue 41 41

Other revenue 31 31

Total revenue 2,091 2,068

Operating expenses:

Cost of services:

Revenue share and royalties 697 687

Programming and content 150 153

Customer service and billing 106 112

Transmission 47 50

Cost of equipment 2 2

Subscriber acquisition costs 100 100

Sales and marketing 187 190

Product and technology

69 73

General and administrative 122 122

Depreciation and amortization 151 144

Impairment, restructuring and other costs 6 48

Total operating expenses 1,637 1,681

Income from operations

454 387

Other income (expense), net

Interest expense (112) (117)

Other expense, net (16) (1)

Total other expense (128) (118)

Income before income taxes

326 269

Income tax expense (81) (65)

Net income

$ 245 $ 204

Net income per common share:

Basic $ 0.73 $ 0.60

Diluted $ 0.72 $ 0.59

Weighted average common shares outstanding:

Basic 336 339

Diluted 338 357

Dividends declared per common share $ 0.27 $ 0.27

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions, except per share data) March 31, 2026 December 31, 2025

ASSETS (unaudited)

Current assets:

Cash and cash equivalents $ 75 $ 94

Receivables, net 673 761

Related party current assets 25 25

Prepaid expenses and other current assets 286 218

Total current assets 1,059 1,098

Property and equipment, net 2,272 2,260

FCC licenses

8,610 8,610

Other intangible assets, net 1,424 1,455

Goodwill 12,390 12,390

Equity method investments 910 941

Other long-term assets 482 483

Total assets $ 27,147 $ 27,237

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses $ 1,139 $ 1,290

Accrued interest 73 171

Current portion of deferred revenue 974 976

Current maturities of debt

59 1,058

Other current liabilities 47 47

Related party current liabilities 120 111

Total current liabilities 2,412 3,653

Long-term deferred revenue 93 92

Long-term debt, including $597 and $579 measured at fair value at March 31, 2026 and December 31, 2025, respectively

9,688 8,648

Deferred tax liabilities 2,255 2,238

Other long-term liabilities 968 1,043

Total liabilities 15,416 15,674

Stockholders’ Equity:

Common stock, par value $0.001 per share; 900 shares authorized; 336 and 335 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

— —

Accumulated other comprehensive loss, net of tax

(50) (50)

Additional paid-in capital

13 —

Treasury stock, at cost; zero and 45 thousand shares of common stock at March 31, 2026 and December 31, 2025, respectively

— (1)

Retained earnings 11,768 11,614

Total stockholders’ equity

11,731 11,563

Total liabilities and stockholders’ equity

$ 27,147 $ 27,237

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Three Months Ended March 31,

(in millions) 2026 2025

Cash flows from operating activities:

Net income

$ 245 $ 204

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

Depreciation and amortization 151 144

Non-cash impairment and restructuring costs — 13

Non-cash interest expense, net of amortization of premium 5 4

Realized and unrealized gains on financial instruments, net

21 3

Gain on extinguishment of debt (1) —

Share of losses of equity method investments, net

37 30

Share-based payment expense 54 50

Deferred income tax expense (benefit)

16 (24)

Amortization of right-of-use assets 10 11

Other charges, net

12 12

Changes in operating assets and liabilities:

Receivables and other assets 16 45

Deferred revenue — —

Payables and other liabilities (295) (250)

Net cash provided by operating activities 271 242

Cash flows from investing activities:

Additions to property and equipment (105) (189)

Other investing activities, net (68) (46)

Net cash used in investing activities (173) (235)

Cash flows from financing activities:

Taxes paid from net share settlements for stock-based compensation (26) (10)

Revolving credit facility borrowings 520 696

Revolving credit facility repayments (470) (596)

Proceeds from long-term borrowings, net of costs 1,235 —

Repayments of long-term borrowings (1,263) (16)

Common stock repurchased and retired

(22) (25)

Dividends paid

(91) (91)

Net cash used in financing activities (117) (42)

Net decrease in cash, cash equivalents and restricted cash (19) (35)

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

102 170

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

$ 83 $ 135

(1)The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year.

As of March 31,

(in millions) 2026 2025

Cash and cash equivalents $ 75 $ 127

Restricted cash included in Other long-term assets 8 8

Total cash, cash equivalents and restricted cash at end of period $ 83 $ 135

Unaudited Results

Set forth below are our results of operations for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. Legal settlements and reserves and share-based payment expense have been excluded from cost of services line items and presented as their own line items in the table below, as this is consistent with how the segments are evaluated on a regular basis.

For the Three Months Ended March 31, 2026 vs 2025 Change

(in millions)

2026 2025 Amount %

Revenue

SiriusXM:

Subscriber revenue $ 1,483 $ 1,470 $ 13 1 %

Advertising revenue 35 39 (4) (10) %

Equipment revenue 41 41 — — %

Other revenue 31 31 — — %

Total SiriusXM revenue

1,590 1,581 9 1 %

Pandora and Off-platform:

Subscriber revenue 129 132 (3) (2) %

Advertising revenue 372 355 17 5 %

Total Pandora and Off-platform revenue 501 487 14 3 %

Total revenue

2,091 2,068 23 1 %

Cost of services

SiriusXM:

Revenue share and royalties 377 379 (2) (1) %

Programming and content 123 129 (6) (5) %

Customer service and billing 85 93 (8) (9) %

Transmission 37 41 (4) (10) %

Cost of equipment 2 2 — — %

Total SiriusXM cost of services

624 644 (20) (3) %

Pandora and Off-platform:

Revenue share and royalties 320 308 12 4 %

Programming and content 14 15 (1) (7) %

Customer service and billing 20 18 2 11 %

Transmission 8 7 1 14 %

Total Pandora and Off-platform cost of services 362 348 14 4 %

Total cost of services

986 992 (6) (1) %

Subscriber acquisition costs 100 100 — — %

Sales and marketing 176 176 — — %

Product and technology

59 63 (4) (6) %

General and administrative 104 108 (4) (4) %

Depreciation and amortization 151 144 7 5 %

Impairment, restructuring and other costs

6 48 (42) (88) %

Legal settlements and reserves 1 — 1 nm

Share-based payment expense (1)

54 50 4 8 %

Total operating expenses 1,637 1,681 (44) (3) %

Income from operations 454 387 67 17 %

Other income (expense), net

Interest expense (112) (117) 5 4 %

Other expense, net (16) (1) (15) (1500) %

Total other expense (128) (118) (10) 8 %

Income before income taxes 326 269 57 21 %

Income tax expense (81) (65) (16) (25) %

Net income $ 245 $ 204 $ 41 20 %

Adjusted EBITDA $ 666 $ 629 $ 37 6 %

Gross Profit - SiriusXM

$ 966 $ 937 $ 29 3 %

Gross Margin % - SiriusXM

61 % 59 % 2 % 3 %

Gross Profit - Pandora and Off-platform $ 139 $ 139 $ — — %

Gross Margin % - Pandora and Off-platform 28 % 29 % (1) % (3) %

nm - not meaningful

(1) Allocation of share-based payment expense:

For the Three Months Ended March 31,

(in millions) 2026 2025

Programming and content - SiriusXM

$ 12 $ 8

Customer service and billing - SiriusXM

1 1

Transmission - SiriusXM

2 1

Programming and content - Pandora and Off-platform 1 1

Transmission - Pandora and Off-platform — 1

Sales and marketing 11 14

Product and technology

10 10

General and administrative 17 14

Total share-based payment expense $ 54 $ 50

Key Financial and Operating Metrics

A full glossary defining our key financial and operating metrics can be found in our Annual Report on Form 10-K for the period ended December 31, 2025.

Subscribers and subscription related revenues and expenses associated with our connected vehicle services and Sirius XM Canada are not included in SiriusXM’s subscriber count or subscriber-based operating metrics. Subscribers to the Cloud Cover music programming service are now included in Pandora's subscriber count.

Set forth below are our subscriber balances as of March 31, 2026 compared to March 31, 2025:

As of March 31, 2026 vs 2025 Change

(subscribers in thousands) 2026 2025 Amount %

SiriusXM

Self-pay subscribers 31,234 31,343 (109) — %

Paid promotional subscribers 1,545 1,521 24 2 %

Ending subscribers 32,779 32,864 (85) — %

Sirius XM Canada subscribers 2,428 2,487 (59) (2) %

Pandora and Off-platform

Monthly active users - all services 40,068 42,357 (2,289) (5) %

Self-pay subscribers

5,597 5,705 (108) (2) %

The following table contains our Non-GAAP financial and operating performance measures which are based on our adjusted results of operations for the three months ended March 31, 2026 and 2025. We believe these Non-GAAP financial and operating performance measures provide useful information to investors regarding our financial condition and results of operations. We believe these Non-GAAP financial and operating performance measures may be useful to investors in evaluating our core trends because they provide a more direct view of our underlying costs. We believe investors may use our adjusted EBITDA to estimate our current enterprise value and to make investment decisions. We believe free cash flow provides useful supplemental information to investors regarding our cash available for future subscriber acquisitions and capital expenditures, to repurchase or retire debt, to acquire other companies and our ability to return capital to stockholders. By providing these Non-GAAP financial and operating performance measures, together with the reconciliations to the most directly comparable GAAP measure (where applicable), we believe we are enhancing investors' understanding of our business and our results of operations.

Our Non-GAAP financial measures should be viewed in addition to, and not as an alternative for or superior to, our reported results prepared in accordance with GAAP. In addition, our Non-GAAP financial measures may not be comparable to similarly-titled measures by other companies.

For the Three Months Ended March 31, 2026 vs 2025 Change

Three Months

(subscribers in thousands) 2026 2025 Amount %

SiriusXM

Self-pay subscribers (111) (303) 192 63 %

Paid promotional subscribers (37) (59) 22 37 %

Net additions (148) (362) 214 59 %

Weighted average number of subscribers 32,799 32,921 (122) — %

Average self-pay monthly churn 1.5 % 1.6 % (0.1) % (6) %

ARPU (1)

$ 14.99 $ 14.86 $ 0.13 1 %

SAC, per installation $ 18.80 $ 18.86 $ (0.06) — %

Pandora and Off-platform

Weighted average number of subscribers 5,605 5,727 (122) (2) %

Ad supported listener hours (in billions) 2.22 2.35 (0.13) (6) %

Advertising revenue per thousand listener hours (RPM) $ 84.11 $ 87.23 $ (3.12) (4) %

Total Company

Adjusted EBITDA $ 666 $ 629 $ 37 6 %

Free cash flow $ 171 $ 56 $ 115 205 %

(1) ARPU for SiriusXM excludes subscriber revenue from our connected vehicle services of $42 and $41 for the three months ended March 31, 2026 and 2025, respectively.

Reconciliation from GAAP Net income to Non-GAAP Adjusted EBITDA:

For the Three Months Ended March 31,

2026 2025

Net income:

$ 245 $ 204

Add back items excluded from Adjusted EBITDA:

Legal settlements and reserves 1 —

Impairment, restructuring and other costs

6 48

Share-based payment expense

54 50

Depreciation and amortization 151 144

Interest expense 112 117

Other expense, net

16 1

Income tax expense 81 65

Adjusted EBITDA $ 666 $ 629

Reconciliation of Free Cash Flow:

For the Three Months Ended March 31,

2026 2025

Cash Flow Information

Net cash provided by operating activities $ 271 $ 242

Net cash used in investing activities (173) (235)

Net cash used in financing activities (117) (42)

Free Cash Flow

Net cash provided by operating activities 271 242

Additions to property and equipment (105) (189)

Sales of other investments

5 3

Free Cash Flow

$ 171 $ 56

Reconciliation of SAC, per installation:

For the Three Months Ended March 31,

2026 2025

Subscriber acquisition costs, excluding connected vehicle services $ 100 $ 100

Less: margin from sales of radios and accessories, excluding connected vehicle services (39) (39)

$ 61 $ 61

Installations (in thousands) 3,230 3,255

SAC, per installation (a)

$ 18.80 $ 18.86

(a) Amounts may not recalculate due to rounding.

About Sirius XM Holdings Inc.

Sirius XM Holdings is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium music streaming services of Pandora; an expansive podcast network; and a suite of business and advertising solutions. Reaching a combined monthly audience of approximately 255 million listeners, the company offers a broad range of content for listeners everywhere they tune in with a diverse mix of live, on-demand, and curated programming across music, talk, news, and sports. For more information, please go to: www.siriusxm.com.

This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about our outlook and our future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning or the negative version of such words or phrases. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. All capitalized terms herein shall have the meaning attributable to them in our Annual Report on Form 10-K for the year ended December 31, 2025 which is filed with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: Risks Relating to our Business and Operations: We face substantial competition, and that competition has increased over time; our SiriusXM service has suffered a loss of subscribers, and our Pandora ad-supported service has similarly experienced a loss of monthly active users; if our efforts to attract and retain subscribers and listeners, or convert listeners into subscribers, are not successful, our business will be adversely affected; we engage in extensive marketing efforts and the continued effectiveness of those efforts is an important part of our business; we rely on third parties for the operation of our business, and the failure of third parties to perform could adversely affect our business; failure to successfully monetize and generate revenues from podcasts and other non-music content could adversely affect our business, operating results, and financial condition; we may not realize the benefits of acquisitions or other strategic investments and initiatives; and the impact of economic conditions may adversely affect our business, operating results, and financial condition. Risks Relating to our SiriusXM Business: Changing consumer behavior and new technologies relating to our satellite radio business may reduce our subscribers and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us; a substantial number of our SiriusXM service subscribers periodically cancel their subscriptions and we cannot predict how successful we will be at retaining customers; our ability to profitably attract and retain new subscribers to our SiriusXM service is uncertain; our business depends in part upon the auto industry; failure of our satellites would significantly damage our business; and our SiriusXM service may experience harmful interference from wireless operations. Risks Relating to our Pandora and Off-platform Business: Our Pandora and Off-platform business generates a significant portion of its revenues from advertising, and reduced spending by advertisers could harm our business; emerging industry trends may adversely impact our ability to generate revenue from advertising; our failure to convince advertisers of the benefits of our Pandora ad-supported service could harm our business; if we are unable to maintain our advertising revenue, our results of operations will be adversely affected; changes to mobile operating systems and browsers may hinder our ability to sell advertising and market our services; and if we fail to accurately predict and play music, comedy or other content that our Pandora listeners enjoy, we may fail to retain existing and attract new listeners. Risks Relating to Laws and Governmental Regulations: Privacy and data security laws and regulations may hinder our ability to market our services, sell advertising and impose legal liabilities; consumer protection laws and our failure to comply with them could damage our business; failure to comply with FCC requirements could damage our business; we may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services; and Increasing interest and expectations regarding sustainable business practices by our various stakeholders and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm, and other adverse effects. Risks Associated with Data and Cybersecurity and the Protection of Consumer Information: If we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions and private litigation and our reputation could suffer; we use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability and adversely affect our results of operations; and interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business. Risks Associated with Certain Intellectual Property Rights: Rapid technological and industry changes and new entrants could adversely impact our services; the market for music rights is changing and is subject to significant uncertainties; our Pandora services depend upon maintaining complex licenses with copyright owners, and these licenses contain onerous terms; failure to protect our intellectual property or actions by third parties to enforce their intellectual property rights could substantially harm our business and operating results; and some of our services and technologies use “open source” software, which may restrict how we use or distribute our services or require that we release the source code subject to those licenses. Risks Related to our Capital Structure: While we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time; our holding company structure could restrict access to funds of our subsidiaries that may be needed to pay third party obligations; we have significant indebtedness, and our subsidiaries’ debt contains certain covenants that restrict their operations; and our ability to incur additional indebtedness to fund our operations could be limited, which could negatively impact our operations. Risks Related to the Transactions: We may have a significant indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, if the transactions associated with the Split-Off are treated as a taxable transaction; we may determine to forgo certain transactions that might otherwise be advantageous in order to avoid the risk of incurring significant tax-related liabilities; we have assumed and are responsible for all of the liabilities attributed to the Liberty SiriusXM Group as a result of the completion of the Transactions, and acquired the assets of SplitCo on an “as is, where is” basis; we may be harmed by securities class actions and derivative lawsuits in connection with the Transactions; it may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders; we have directors associated or previously associated with Liberty Media, which may lead to conflicting interests; and our directors and officers are protected from liability for a broad range of actions. Other Operational Risks: If we are unable to attract and retain qualified personnel, our business could be harmed; our facilities could be damaged by natural catastrophes or terrorist activities; the unfavorable outcome of pending or future litigation could have an adverse impact on our operations and financial condition; we may be exposed to liabilities that other entertainment service providers would not customarily be subject to; and our business and prospects depend on the strength of our brands.

Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2025, which is filed with the SEC and available at www.sec.gov, as updated by

our periodic filings with the SEC. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

Source: SiriusXM

Contact for SiriusXM:

Investor contact:

Jennifer DiGrazia

Jennifer.DiGrazia@siriusxm.com

GRAPHIC

Filename: imagea.jpg · Sequence: 6

Binary file (74672 bytes)

Download imagea.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover Page

Apr. 30, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Apr. 30, 2026

Entity Registrant Name

SIRIUS XM HOLDINGS INC.

Entity Incorporation, State or Country Code

Entity File Number

001-34295

Entity Tax Identification Number

93-4680139

Entity Address, Address Line One

1221 Avenue of the Americas

Entity Address, Address Line Two

35th Floor

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10020

City Area Code

212

Local Phone Number

584-5100

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, $0.001 par value

Trading Symbol

SIRI

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Entity Central Index Key

0000908937

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration