[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_101":102},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","ktezdol3sxq6d2uqklkf3lyd5","revision",3,"title","Sirius XM披露截至2026年9月30日的第三季度及前九个月业绩：九个月收入64.04亿美元、净利润8.01亿美元","originalTitle","SIRIUS XM HOLDINGS INC. (0000908937) (Filer)","summary","Sirius XM Holdings披露，截至2026年9月30日的九个月收入为64.04亿美元，净利润为8.01亿美元，稀释每股收益为2.32美元；上年同期分别为63.65亿美元、7.06亿美元和1.99美元。","reason","材料提供了Sirius XM截至2026年9月30日的季度及九个月业绩、现金流、债务和订户数据，并列示回购与诉讼等事项，有助于了解其经营与资金状况。","source",{"_12":92,"_93":94,"_9":95,"_96":42,"_97":98,"_99":100},"links",{"_89":90,"_78":91},"publishedAt","2026-10-29T14:12:57.000Z","discoveredAt","2026-10-29T14:33:10.607Z","timelineAt","category","ai-products","tags",[84,85,86,87,88],"stockSymbols",[83],"score",71,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fgbGva0NTXmE",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","d15e34f1-ec6e-4564-a620-088c03b0adc5","Sirius XM披露2026年前九个月业绩",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

10-Q 表


☑		根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2026 年 9 月 30 日的季度

或


☐		根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡报告

过渡期自 __________ 至 ________

委员会档案编号 001-34295

Sirius XM Holdings Inc.

（注册人章程中所列的准确名称）


特拉华州		93-4680139
（注册成立或组织所在州或其他司法管辖区）		（美国国税局雇主识别号码）

美洲大道 1221 号，35 楼

纽约州纽约市 10020

（主要行政办公室地址）（邮政编码）

(212) 584-5100

（注册人的电话号码，包括区号）

自上次报告以来，如有变更，前名称、前地址及前财政年度：

不适用

根据该法第 12(b) 条注册的证券：

各类证券名称

交易代码

注册所在交易所名称

普通股，每股面值 $0.001

SIRI

纳斯达克股票市场有限责任公司

请勾选说明注册人是否 (1) 已在此前 12 个月（或注册人须提交此类报告的较短期间）内提交《1934 年证券交易法》第 13 或 15(d) 条要求提交的所有报告，以及 (2) 在过去 90 天内一直受此类提交要求约束。是 ☑ 否 ☐

请勾选说明注册人是否已在此前 12 个月（或注册人须提交此类文件的较短期间）内，以电子方式提交根据 S-T 条例第 405 条要求提交的每个交互式数据文件。是 ☑ 否 ☐

请勾选说明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、较小申报公司还是新兴成长公司。参见《交易法》规则 12b-2 中对“大型加速申报公司”“加速申报公司”“较小申报公司”和“新兴成长公司”的定义。

大型加速申报公司

☑

加速申报公司

☐

非加速申报公司

☐

较小申报公司

☐

新兴成长公司

☐

如果属于新兴成长公司，请勾选说明注册人是否选择不采用《交易法》第 13(a) 条规定的、遵守任何新订或修订财务会计准则的延长过渡期。☐

请勾选说明注册人是否为空壳公司（定义见《交易法》规则 12b-2）。是 ☐ 否 ☑

请注明截至最近可行日期，发行人各类普通股的流通股数：


（类别）	（截至 2026 年 10 月 27 日的流通股数）
普通股，每股面值 $0.001	336,486,715	股

SIRIUS XM HOLDINGS INC.及其子公司

10-Q 表索引


项目编号	说明

	第一部分 - 财务信息

项目 1.	财务报表（未经审计）
	截至 2026 年和 2025 年 9 月 30 日止三个月及九个月的 9 月综合经营报表	2
	截至以下日期止三个月和九个月的合并综合收益表：9月 30日，2026年和2025年	3
	截至 2026 年 9 月 30 日和 2025 年 12 月 31 日的合并资产负债表	4
	截至以下日期止三个月和九个月的合并股东权益变动表：9月 30日，2026年和2025年	5
	截至以下日期止九个月的合并现金流量表：9月 30日，2026年和2025年	9
	合并财务报表附注	11
项目 2.	管理层对财务状况和经营业绩的讨论与分析	36
项目 3.	关于市场风险的定量和定性披露	56
项目 4.	控制和程序	56

	第二部分 - 其他信息

项目 1.	法律诉讼	56
项目 1A.	风险因素	57
项目 2.	未注册股权证券的销售及所得款项用途	57
项目 3.	优先证券违约	57
项目 4.	矿山安全披露	57
项目 5.	其他信息	57
项目 6.	附件	57
	签名	60

SIRIUS XM HOLDINGS INC.及其子公司
合并经营报表
（未经审计）


	截至 9 月 30 日止三个月		截至 9 月 30 日止九个月
（百万美元，每股数据除外）	2026		2025		2026		2025
收入：
订阅收入	$	1,630			$	1,629		$	4,880	$	4,860
广告收入	456			455			1,317		1,281
设备收入	36			43			113		130
其他收入	31			32			94		94
总收入	2,153			2,159			6,404		6,365
经营费用：
服务成本：
收入分成和特许权使用费	726			721			2,145		2,130
节目和内容	143			154			439		458
客户服务和账单处理	109			116			325		339
传输	48			49			144		144
设备成本	1			2			4		6
用户获取成本	107			107			316		314
销售和营销	179			186			554		561
产品和技术	64			62			189		191
一般和行政费用	121			119			379		407
折旧和摊销	166			141			482		406
减值、重组及其他成本	10			9			22		164
经营费用总额	1,674			1,666			4,999		5,120
经营收入	479			493			1,405		1,245
其他收入（支出），净额
利息费用	(109)			(115)			(333)		(348)

其他收入（费用），净额	46			10			(18)		24
其他费用总额	(63)			(105)			(351)		(324)
所得税前收入	416			388			1,054		921
所得税费用	(99)			(91)			(253)		(215)
净收入	317			297			801		706





每股普通股净收入：
基本	$	0.94			$	0.88		$	2.38	$	2.09
摊薄	$	0.78			$	0.84		$	2.32	$	1.99
加权平均已发行普通股数：
基本	337			337			337		338
摊薄	363			356			361		357

请参阅未经审计合并财务报表附注。

SIRIUS XM HOLDINGS INC.及其子公司

综合收益合并报表

（未经审计）


	截至9月30日的三个月		截至9月30日的九个月
（百万）	2026		2025		2026		2025
净收入	$	317			$	297		$	801	$	706
公允价值债务工具信用风险收益（损失），税后净额	3			—			(2)		(7)

外币折算调整，税后净额	—			(2)			(3)		3
综合收益总额	$	320			$	295		$	796	$	702

请参阅未经审计合并财务报表附注。

SIRIUS XM HOLDINGS INC.及其子公司

合并资产负债表



（百万，股份数据除外）	2026年9月30日		2025年12月31日
资产	（未经审计）
流动资产：
现金及现金等价物	$	210			$	94
应收款项，净额	723			761

关联方流动资产	26			25
预付费用及其他流动资产	232			218
流动资产总额	1,191			1,098
不动产及设备，净额	2,338			2,260
FCC许可证	8,610			8,610
其他无形资产，净额	1,363			1,455
商誉	12,390			12,390
权益法投资	844			941


其他长期资产	455			483
资产总额	$	27,191			$	27,237
负债和股东权益
流动负债：
应付账款及应计费用	$	1,205			$	1,290
应计利息	109			171
递延收入流动部分	936			976
债务流动到期部分	1,250			1,058
其他流动负债	46			47
关联方流动负债	124			111
流动负债总额	3,670			3,653
长期递延收入	93			92
长期债务，包括2026年9月30日和2025年12月31日分别按公允价值计量的613和579（附注11）	8,066			8,648
递延所得税负债	2,314			2,238

其他长期负债	901			1,043
负债总额	15,044			15,674
承诺和或有事项（附注14）

股东权益：
普通股，面值每股$0.001；授权发行900股；截至2026年9月30日和2025年12月31日分别已发行和流通337股和335股	—			—

累计其他综合亏损，税后净额	(55)			(50)
额外实收资本	61			—
库存股，按成本计；截至2026年9月30日和2025年12月31日分别持有23千股和45千股普通股	(1)			(1)
留存收益	12,142			11,614


股东权益总额	12,147			11,563
负债和股东权益总额	$	27,191			$	27,237

请参阅未经审计合并财务报表附注。

SIRIUS XM HOLDINGS INC.及其子公司
股东权益合并报表
（未经审计）


截至2026年9月30日的三个月
	普通股									库存股
	股份数	金额			留存收益	累计其他综合（亏损）收益		额外实收资本				股数	金额		权益总额
（百万）
截至2026年6月30日的余额	337		$	—			$	11,916			$	(58)		$	51			$	—		$	(1)	$	11,908
净利润	—		—			317			—			—				—	—			317

其他综合收益	—		—			—			3			—				—	—			3
股份支付	—		—			—			—			54				—	—			54
本期间行使期权及RSU归属	1		—			—			—			—				—	—			—
股份支付净额结算的预扣税款	—		—			—			—			(11)				—	—			(11)

已支付股息	—		—			(91)			—			—				—	—			(91)
回购股份	—		—			—			—			—				1	(33)			(33)


注销股份	(1)		—			—			—			(33)				(1)	33			—
截至2026年9月30日的余额	337		$	—			$	12,142			$	(55)		$	61			$	—		$	(1)	$	12,147

请参阅未经审计合并财务报表附注。

SIRIUS XM HOLDINGS INC.及其子公司
合并股东权益变动表
（未经审计）


截至2025年9月30日的三个月
	普通股							库存股
	股数	金额			留存收益	累计其他综合亏损		额外实收资本		股数		金额		权益总额
（百万）
截至2025年6月30日的余额	337		$	—			$	11,378			$	(48)	$	—		$	—		$	(1)		$	11,329
净利润	—		—			297			—			—	—		—				297

其他综合亏损	—		—			—			(2)			—	—		—				(2)
股份支付	—		—			—			—			54	—		—				54
本期间行使期权及RSU归属	1		—			—			—			—	—		—				—
股份支付净额结算的预扣税款	—		—			—			—			(11)	—		—				(11)
已支付股息	—		—			(69)			—			(22)	—		—				(91)



回购股份	—		—			—			—			—	1		(20)				(20)
注销股份	(1)		—			—			—			(21)	(1)		21				—
截至2025年9月30日的余额	337		$	—			$	11,606			$	(50)	$	—		—		$	—		$	11,556

请参阅未经审计合并财务报表附注。

SIRIUS XM HOLDINGS INC.及其子公司
合并股东权益变动表
（未经审计）


截至2026年9月30日的九个月
	普通股							库存股
	股数	金额			留存收益	累计其他综合亏损		额外实收资本		股数		金额		权益总额
（百万）
截至2025年12月31日的余额	335		$	—			$	11,614			$	(50)	$	—		—	$	(1)	$	11,563
净利润	—		—			801			—			—	—		—			801

其他综合亏损	—		—			—			(5)			—	—		—			(5)
股份支付	—		—			—			—			171	—		—			171
本期间行使期权及RSU归属	4		—			—			—			—	—		—			—
股份支付净额结算的预扣税款	—		—			—			—			(50)	—		—			(50)

已支付股息	—		—			(273)			—			—	—		—			(273)




回购股份	—		—			—			—			—	2		(60)			(60)
注销股份	(2)		—			—			—			(60)	(2)		60			—
截至2026年9月30日的余额	337		$	—			$	12,142			$	(55)	$	61		—	$	(1)	$	12,147

请参阅未经审计合并财务报表附注。

SIRIUS XM HOLDINGS INC.及其子公司
合并股东权益变动表
（未经审计）


截至2025年9月30日的九个月
	普通股							库存股
	股数	金额			留存收益	累计其他综合亏损		额外实收资本		股数		金额		权益总额
（百万）
截至2024年12月31日的余额	339		$	—			$	11,121			$	(46)	$	—		$	—	$	(1)	$	11,074
净利润	—		—			706			—			—	—		—			706

其他综合亏损	—		—			—			(4)			—	—		—			(4)
股份支付	—		—			—			—			171	—		—			171
本期间行使期权及RSU归属	2		—			—			—			—	—		—			—
基于股份的薪酬净额结算中代扣的税款	—		—			—			—			(27)	—		—			(27)
已支付股息	—		—			(221)			—			(53)	—		—			(274)



回购的股份	—		—			—			—			—	4		(90)			(90)
已注销的股份	(4)		—			—			—			(91)	(4)		91			—
截至2025年9月30日的余额	337		$	—			$	11,606			$	(50)	$	—		$	—	$	—	$	11,556

请参阅未经审计合并财务报表附注。

SIRIUS XM HOLDINGS INC.及子公司
合并现金流量表
（未经审计）


	截至9月30日的九个月
（百万）	2026		2025
经营活动产生的现金流量：
净利润	$	801			$	706
将净利润调节为经营活动提供的净现金的项目：
折旧和摊销	482			406
非现金减值和重组成本	—			109
非现金利息费用（扣除溢价摊销）	13			13

金融工具已实现及未实现损失（收益）净额	33			(7)



权益法投资损失份额净额	100			85




股份支付费用	140			140
递延所得税费用	76			56
使用权资产摊销	31			32
其他费用净额	33			28
经营性资产和负债变动：
应收款项及其他资产	11			(69)
递延收入	(39)			(38)
应付款项及其他负债	(231)			(243)








经营活动提供的净现金	1,450			1,218
投资活动产生的现金流量：
购置不动产和设备	(401)			(509)







其他投资活动净额	(108)			(79)

投资活动使用的净现金	(509)			(588)
融资活动产生的现金流量：
基于股票的薪酬净额结算所支付的税款	(50)			(27)
循环信贷额度借款	997			1,282
偿还循环信贷额度借款	(1,017)			(1,252)
长期借款所得款项（扣除成本）	1,232			—
偿还长期借款	(1,653)			(345)

回购并注销普通股	(61)			(91)
已支付股息	(273)			(274)

其他融资活动净额	—			(6)
融资活动使用的净现金	(825)			(713)
现金、现金等价物及受限现金净增加（减少）额	116			(83)
期初现金、现金等价物及受限现金（1）	102			170
期末现金、现金等价物及受限现金（1）	$	218			$	87

请参阅未经审计合并财务报表附注。

SIRIUS XM HOLDINGS INC.及子公司
合并现金流量表（续）
（未经审计）


	截至9月30日的九个月
（百万）	2026		2025
现金及非现金流量补充披露
本期间支付的现金：
利息（扣除资本化金额）	$	378		$	433
已支付所得税	$	52		$	119
非现金投资和融资活动：




税收股权投资	$	7		$	14

（1）下表将现金流量表中的现金、现金等价物及受限现金与资产负债表进行调节。受限现金余额主要来自向租赁办公场所的房东开具的信用证。信用证期限主要超过一年。


	截至9月30日
（百万）	2026		2025
现金及现金等价物	$	210			$	79

计入其他长期资产的受限现金	8			8
期末现金、现金等价物及受限现金总额	$	218			$	87

请参阅随附的未经审计合并财务报表附注。

SIRIUS XM HOLDINGS INC.及其子公司

合并财务报表附注

（除每股金额或另有说明外，金额和股份以百万计）

（未经审计）

(1)业务与列报基础

概述

随附的未经审计合并财务报表按照美国公认会计原则（“GAAP”）编制。未经审计合并财务报表已抵销所有重大公司间账户和交易。管理层认为，已作出所有必要的正常经常性调整，以公允列报截至2026年9月30日以及截至2026年9月30日和2025年9月30日止三个月和九个月的未经审计合并财务报表。中期业绩不一定代表全年可能取得的业绩。阅读本季度10-Q表格报告时，应结合我们截至2025年12月31日止年度的10-K表格年度报告；该报告已于2026年2月5日提交给美国证券交易委员会（“SEC”）。

本未经审计合并财务报表附注中，Sirius XM Holdings Inc.称为“Sirius XM Holdings”、“本公司”、“我们”及“我们的”。“SiriusXM”指Sirius XM Holdings的全资子公司Sirius XM Inc.、Sirius XM Radio LLC及其除Pandora以外的子公司。“Pandora”指SiriusXM的全资子公司Pandora Media, LLC及其子公司。

上市公司须披露有关其可报告经营分部的某些信息。经营分部是指企业中具有重要意义的组成部分，其单独财务信息可供获取，并由首席经营决策者定期评估，以决定如何向各个分部分配资源并评估其业绩。我们认定有两个可报告分部，因为我们的首席经营决策者（即Sirius XM Holdings首席执行官）根据这些分部的财务业绩评估业绩并分配资源。有关我们分部的信息，请参阅附注16。

我们已评估资产负债表日后至本10-Q表格季度报告提交前发生的事项，并认定未发生任何需要调整未经审计合并财务报表的事项。关于无需调整未经审计合并财务报表的后续事项，请参阅附注17。

按照 GAAP 编制财务报表要求管理层作出估计和假设，这些估计和假设会影响财务报表及脚注中报告的金额。估计本质上是基于判断和可用信息作出的。实际结果可能与这些估计存在重大差异。编制随附的未经审计合并财务报表时涉及的重大估计包括资产减值、非金融工具的公允价值计量、卫星的折旧年限、股份支付费用和所得税。

Liberty Media 交易

2024 年 9 月 9 日下午 4:05（纽约市时间），Liberty Media Corporation（“Liberty Media”）完成了此前宣布的剥离交易（“剥离”），将其原全资子公司 Liberty Sirius XM Holdings Inc.（“SplitCo”）剥离。

剥离完成后，2024 年 9 月 9 日下午 6:00（纽约市时间）（“合并生效时间”），SplitCo 的一家全资子公司与 Sirius XM Holdings Inc.（“Old Sirius”）合并，Old Sirius 在合并后作为 SplitCo 的全资子公司存续（“合并”，与剥离合称“交易”）。合并完成后，Old Sirius 在合并生效时间之前已发行且流通在外的每股普通股（每股面值 $0.001）（SplitCo 及其子公司持有的股份除外）均转换为 SplitCo 普通股的十分之一（0.1）股；对于有权获得 Old Sirius 普通股的登记持有人，未满一股的 SplitCo 普通股部分以现金支付。

在合并生效时间，SplitCo 更名为“Sirius XM Holdings Inc.”，并作为注册人承继 Old Sirius 的各项属性，包括 Old Sirius 的委员会文件编号和 CIK 编号。交易完成后，Liberty Media 不再持有 Sirius XM Holdings Inc. 的任何股份。

2024 年 9 月 6 日，我们的全资子公司 Sirius XM Radio LLC 从特拉华州公司转换为特拉华州有限责任公司。

SIRIUS XM HOLDINGS INC. 及其子公司

合并财务报表附注 - 续

（金额和股份以百万计，每股金额或另有说明者除外）

（未经审计）

业务

我们经营两项互补的音频娱乐业务——我们的“SiriusXM”业务和“Pandora and Off-platform”业务。

SiriusXM

我们的 SiriusXM 业务提供丰富多样的内容，包括音乐、体育、娱乐、喜剧、谈话和新闻频道、播客及信息娱乐服务，均在美国以订阅收费方式提供。SiriusXM 套餐包含直播、精选、主持节目以及部分独家和点播节目。SiriusXM 服务通过 SiriusXM 的两套专有卫星广播系统分发，并通过移动设备、家用设备及其他消费电子设备的应用程序进行流媒体播放。卫星收音机主要通过汽车制造商、零售商和 SiriusXM 网站销售。SiriusXM 服务还可通过名为“360L”的车载用户界面使用，该界面将 SiriusXM 的卫星和流媒体服务整合为单一、连贯的车载娱乐体验。

SiriusXM 业务的主要收入来源是订阅费，大多数客户订阅月度或年度计划。其他收入来源包括在部分套餐的精选音乐和非音乐频道上投放广告、直接销售收音机和配件，以及其他辅助服务。

除音频娱乐业务外，我们还向多家汽车制造商提供车联网服务。这些服务旨在提升消费者的安全性、安保水平和驾驶体验。我们还提供一系列数据服务，包括图形化天气和燃油价格、交通信息服务，以及面向船舶和飞机的实时天气服务。

SiriusXM 持有 Sirius XM Canada Holdings Inc.（“Sirius XM Canada”）70% 的股权和 33% 的表决权。Sirius XM Canada 的订户不计入 SiriusXM 的订户人数或基于订户的运营指标。

Pandora 和平台外业务

Pandora 提供高度个性化的音频娱乐平台，用户可以创建定制电台和播放列表，还可按需搜索和播放歌曲及专辑。Pandora 服务利用先进的内容编排算法、听众数据和音乐属性来预测用户的音乐偏好，播放符合每位听众品味的内容，并向其推荐符合消费者偏好的音乐。 Pandora 提供以下服务：(1) 含广告的广播服务，(2) 广播订阅服务（Pandora Plus），以及 (3) 点播订阅服务（Pandora Premium）。

Pandora 的大部分收入来自 Pandora 含广告广播服务的广告，该服务以 SiriusXM Media 品牌销售。Pandora 还通过 Pandora Plus 和 Pandora Premium 订户获得订阅收入。

Sirius XM Holdings 还在其他音频平台和广泛发行的播客上销售广告，并将这些服务视为平台外服务。Sirius XM Holdings 与 SoundCloud Holdings, LLC（“SoundCloud”）达成安排，由其担任 SoundCloud 在美国和某些欧洲国家的独家广告销售代表，并向广告商提供跨 Pandora 和 SoundCloud 平台投放广告活动的机会。此外，Sirius XM Holdings 是 YouTube 在美国音频广告库存的独家音频广告代表。公司还安排担任某些播客的广告销售代表。此外，通过 AdsWizz Inc.，Sirius XM Holdings 提供全面的数字音频和程序化广告技术平台，为音频发布商和广告商提供连接，涵盖多种广告插入、广告活动管理、收益优化、程序化购买、市场和播客变现解决方案。

近期会计公告

会计准则更新（“ASU”）2024-03，损益表——综合收益报告——费用细分披露。2024年11月，财务会计准则委员会（“FASB”）发布了 ASU 2024-03，要求公众企业在财务报表附注中按年度和中期披露某些损益表费用项目的细分信息。公众企业须前瞻性应用该指南，也可选择追溯应用。该 ASU 对2026年12月15日之后开始的财政年度以及2027年12月15日之后开始的财政年度内的中期期间生效。我们预计该 ASU 不会对合并财务报表产生重大影响。目前，我们正在评估采用这项新会计指南对费用相关披露的影响。

SIRIUS XM HOLDINGS INC. 及其子公司

合并财务报表附注——续

（除每股金额或另有说明外，金额和股份以百万计）

（未经审计）

近期采用的会计政策

ASU 2024-04，带转换及其他选择权的债务（子主题470-20）：可转换债务工具的诱导转换。2024年11月，FASB 发布了 ASU 2024-04，澄清了在确定可转换债务工具的某些结算应作为诱导转换而非债务清偿进行会计处理时适用的要求。该更新对2025年12月15日之后开始的年度期间生效，包括这些财政年度内的中期期间。该更新不会对我们的合并财务报表产生重大影响。

(2)每股净收益

普通股基本每股净收益的计算方法为：将可供普通股股东享有的收益除以各报告期内发行在外普通股的加权平均股数。在计算普通股摊薄每股净收益时，会根据普通股等价物（股票期权、限制性股票单位和可转换债务）行权或转换为普通股后可能产生的摊薄影响，调整发行在外普通股的加权平均股数，并采用库存股法计算。截至2026年和2025年9月30日止的三个月和九个月期间，我们均无参与证券。

截至2026年和2025年9月30日止三个月期间，分别有14和21股普通股等价物；截至该日止九个月期间，分别有17和29股普通股等价物，因其影响具有反摊薄作用，未计入摊薄每股净收益的计算。


	截至9月30日止三个月		截至9月30日止九个月
	2026		2025		2026		2025
分子：
用于计算基本每股净收益的可供普通股股东享有的净收益	$	317			$	297		$	801	$	706


假设转换可转换票据的影响（扣除税项后）	(35)			1			37		5
用于计算摊薄每股净收益的可供普通股股东享有的净收益	$	282			$	298		$	838	$	711
分母：
用于计算基本每股净收益的发行在外普通股加权平均股数	337			337			337		338
假设转换可转换票据的加权平均影响	19			18			19		18
摊薄权益工具的加权平均影响	7			1			5		1
用于计算摊薄每股净收益的加权平均股数	363			356			361		357
普通股每股净收益：
基本	$	0.94			$	0.88		$	2.38	$	2.09
摊薄	$	0.78			$	0.84		$	2.32	$	1.99

(3)公允价值计量

金融工具的公允价值是指该工具在有序交易中，市场参与者之间可以交换该工具的金额。截至2026年9月30日和2025年12月31日，现金及现金等价物、应收款项和应付账款的账面金额因这些工具期限较短而近似于公允价值。由于信贷额度（包括延期提取增量定期贷款）的利率浮动（定义见附注11），我们认为，截至2026年9月30日和2025年12月31日，其账面金额近似于公允价值。会计准则编纂（“ASC”）820《公允价值计量与披露》建立了估值技术输入值的公允价值层级，具体如下：

i.第1级输入值：活跃市场中相同工具未经调整的报价；

SIRIUS XM HOLDINGS INC.及其子公司

合并财务报表附注—续

（美元和股数以百万计，每股金额或另有说明的除外）

（未经审计）

ii.第2级输入值：相同或类似工具的可观察市场数据，但不属于第1级；包括不活跃市场中相同或类似资产或负债的报价，或在资产或负债的几乎整个期限内可观察到或可由可观察市场数据佐证的其他输入值；以及

iii.第 3 级输入：采用管理层对资产或负债定价所用输入的假设制定的不可观察输入。

按公允价值计量的资产和负债如下：


	2026 年 9 月 30 日		2025 年 12 月 31 日
	第 1 级		第 2 级	第 3 级		公允价值总额	第 1 级		第 2 级	第 3 级		公允价值总额
现金等价物	$	140		$	—		$	—		$	140		$	—	$	—	$	—	$	—
金融工具(a)	$	52		$	—		$	—		$	52		$	56	$	—	$	—	$	56
债务 (b)	$	—		$	613		$	—		$	613		$	—	$	579	$	—	$	579

(a)第 1 级金融工具资产由我们的递延薪酬计划资产构成。更多讨论请参见附注 13。

(b)可转换票据的公允价值基于报价，但根据 GAAP 的定义，不视为在“活跃市场”交易。有关债务的更多讨论请参见附注 11。

金融工具已实现及未实现收益（损失），净额

金融工具已实现及未实现收益（损失），净额，包括以下项目的公允价值变动，并计入未经审计合并经营报表中的其他收入净额：


	截至 9 月 30 日的三个月		截至 9 月 30 日的九个月
	2026		2025		2026		2025

按公允价值计量的债务 (a)	41			3			(33)		7


总计	$	41			$	3		$	(33)	$	7

(a)我们选择采用公允价值选项对可转换票据进行会计处理。可转换票据是 Sirius XM Holdings 的债务。SiriusXM 并非可转换票据的债务人或担保人。未经审计合并经营报表中确认的可转换票据公允价值变动，主要由市场因素导致，尤其是债务可转换为的标的股份公允价值变动。我们单独识别归因于工具特定信用风险变化的未实现收益（损失）部分，并将该金额计入其他综合收益（损失）。截至 2026 年和 2025 年 9 月 30 日的三个月，归因于工具特定信用风险变化的可转换票据公允价值变动分别为收益 $3 和损失 $1；截至 2026 年和 2025 年 9 月 30 日的九个月，分别为损失 $2 和 $7。截至 2026 年 9 月 30 日，自发行以来的公允价值累计变动为损失 $21，该金额已扣除此前未确认的收益和损失。

(4)减值、重组及其他成本

截至 2026 年 9 月 30 日的三个月和九个月，减值、重组及其他成本分别为 $10 和 $22。截至 2026 年 9 月 30 日的三个月，我们记录了与重组费用相关的 $5，以及与遣散费和其他员工成本相关的 $5。截至 2026 年 9 月 30 日的九个月，我们记录了与重组费用相关的 $14，以及与遣散费和其他员工成本相关的 $8。

截至2025年9月30日的三个月和九个月期间，减值、重组及其他成本分别为$9和$164。截至2025年9月30日的三个月期间，我们记录了$6的交易相关成本和$3的其他重组相关成本。截至2025年9月30日的九个月期间，我们记录了与已终止软件项目相关的减值费用$109、其他重组相关成本$25、遣散费及其他员工成本$24，以及交易相关成本$6。

SIRIUS XM HOLDINGS INC.及其子公司

合并财务报表附注——续

金额和股数以百万计，每股金额除外或另有说明

（未经审计）

(5)应收账款净额

应收账款净额包括客户应收账款、经销商应收款及其他应收款。没有任何单一客户的应收款超过应收款总额的百分之十。

客户应收账款净额包括应收订户和广告客户（包括广告代理商及其他客户）的款项，按应收金额列示，并扣除坏账准备。坏账准备基于我们对各种因素的评估。我们会考虑历史经验、应收款余额账龄、当前经济状况、行业经验以及可能影响交易对手付款能力的其他因素。坏账费用计入未经审计合并经营报表中的客户服务和账单费用。

经销商应收款主要包括汽车制造商就包含在车辆销售或租赁价格中的服务所欠的已开票和未开票款项，以及卫星收音机批发经销商所欠的已开票款项。其他应收款主要包括收音机、模块和芯片组制造商应付的款项；根据产量，我们有权获得补贴和特许权使用费。由于我们以往未曾遇到汽车制造商或其他第三方的重大收款问题，且预计可预见的未来不会出现此类问题，因此我们未对经销商应收款或其他应收款计提坏账准备。

应收账款净额包括以下项目：


	2026年9月30日		2025年12月31日
客户应收账款总额	$	644			$	679
坏账准备	(12)			(8)
客户应收账款净额	$	632			$	671
经销商应收款	61			46
其他应收款	30			44
应收账款净额合计	$	723			$	761

(6)商誉

商誉是企业合并中购买价格超过所收购有形净资产和可辨认无形资产估计公允价值的部分。我们每年在第四季度对两个报告单位进行年度减值评估；如果发生某项事件或情况发生变化，且更有可能导致报告单位的公允价值低于其账面价值，则会在其他时间进行评估。ASC 350，无形资产——商誉及其他规定，实体应通过比较报告单位的公允价值与其账面价值，进行年度或中期商誉减值测试，并就账面价值超过报告单位公允价值的金额确认减值损失。

截至2026年9月30日，没有减值迹象；截至2026年9月30日和2025年9月30日的三个月和九个月期间，均未记录商誉减值损失。截至2026年9月30日，已记录商誉减值的累计余额为$3,775，其中$2,819于截至2024年12月31日的年度确认，计入分配给SiriusXM报告单位的商誉账面金额；$956于截至2020年12月31日的年度确认，计入分配给Pandora和非平台业务报告单位的商誉账面金额。

截至2026年9月30日和2025年12月31日，我们的SiriusXM以及Pandora和非平台业务报告单位的商誉账面金额分别为$11,431和$959。

SIRIUS XM HOLDINGS INC.及其子公司

合并财务报表附注——续

（除每股金额或另有说明外，金额和股数均以百万计）

（未经审计）

(7)无形资产

我们的无形资产包括以下内容：


		2026年9月30日		2025年12月31日
	加权平均使用年限	账面原值		累计摊销		账面净值		账面原值	累计摊销		账面净值
计入SiriusXM报告单位：
使用年限不确定的无形资产：
FCC许可证	不确定	$	8,610			$	—		$	8,610		$	8,610		$	—	$	8,610
商标	不确定	930			—			930		930		—		930
使用年限确定的无形资产：
客户关系	15年	570			(524)			46		570		(494)		76
OEM关系	15年	220			(189)			31		220		(178)		42
许可协议	15年	285			(270)			15		285		(260)		25
软件和技术	7年	29			(26)			3		29		(26)		3
因收购计入Pandora 和非平台业务报告单位：
使用年限不确定的无形资产：
商标	不确定	312			—			312		312		—		312
使用年限确定的无形资产：
客户关系	8年	442			(422)			20		442		(383)		59
软件和技术	5年	391			(385)			6		391		(383)		8
无形资产总额		$	11,789			$	(1,816)		$	9,973		$	11,789		$	(1,724)	$	10,065

使用年限不确定的无形资产

经考虑资产的预期用途、其使用所处的监管和经济环境，以及过时对其使用的影响后，我们将联邦通信委员会（“FCC”）许可证以及 XM 和 Pandora 商标认定为使用寿命不确定的无形资产。

我们持有 FCC 许可证，可使用 35 MHz 的连续频谱来运营卫星数字音频广播服务、提供辅助服务以及在相邻频段提供服务。每项 FCC 许可证均授权我们使用无线电频谱；这是一种可重复使用的资源，不会随时间耗尽或枯竭。这些 FCC 许可证允许我们将 25 MHz 用于 Sirius 和 XM 卫星网络（其中一张许可证为 Sirius 网络提供 12.5 MHz，频段为 2320-2332.5 MHz；另一张许可证为 XM 网络提供 12.5 MHz，频段为 2332.5-2345 MHz）。2024 年，我们收购了无线通信服务（“WCS”）C 区块和 D 区块的 29 张许可证。该 WCS 频谱由各 5 MHz 的非成对区块组成，其中“C 区块”位于 2315-2320 MHz，“D 区块”位于 2345-2350 MHz。

我们每年在第四季度对可辨认的使用寿命不确定无形资产进行减值评估。如果发生某一事件或情况发生变化，且该事件或变化很可能导致资产公允价值低于其账面价值，则会在其他时间进行评估。如果无形资产的账面价值超过其公允价值，则按超出金额确认减值损失。截至 2026 年 9 月 30 日，没有减值迹象；截至 2026 年和 2025 年 9 月 30 日止的三个月和九个月期间，未确认使用寿命不确定无形资产的减值损失。

使用寿命有限的无形资产

截至 2026 年和 2025 年 9 月 30 日止的三个月，所有使用寿命有限的无形资产的摊销费用均为 30；截至 2026 年和 2025 年 9 月 30 日止的九个月，均为 92。截至 2026 年和 2025 年 9 月 30 日止的九个月内，使用寿命有限的无形资产没有处置或减值。

SIRIUS XM HOLDINGS INC. 及其子公司

合并财务报表附注——续

（美元和股份以百万计，每股金额或另有说明者除外）

（未经审计）

2026 至 2030 各财年以及此后期间的预期摊销费用如下：


截至 12 月 31 日的年度	金额
2026 年（剩余期间）	$	31
2027	75
2028	15
2029	—
2030	—
此后	—
使用寿命有限的无形资产总额，净额	$	121

(8)财产和设备

财产和设备净额包括以下项目：


	2026 年 9 月 30 日		2025 年 12 月 31 日
卫星系统	$	2,236			$	1,931
资本化软件和硬件	2,863			2,854
在建工程	667			565
其他	763			725
财产和设备总额	6,529			6,075
累计折旧	(4,191)			(3,815)
财产和设备净额	$	2,338			$	2,260

在建工程包括以下项目：


	2026 年 9 月 30 日		2025 年 12 月 31 日
卫星系统	$	237			$	413
资本化软件和硬件	364			74
其他	66			78
在建工程	$	667			$	565

截至2026年和2025年9月30日止三个月，物业及设备折旧和摊销费用分别为$136和$110；截至2026年和2025年9月30日止九个月，分别为$390和$313。2026年3月，鉴于我们决定加快退役Sirius FM-6卫星，且FCC批准了支持FM-6迁移及退役相关活动的特别临时授权，我们将Sirius FM-6的剩余使用寿命从2028年11月修订为2026年12月。该变更作为会计估计变更采用未来适用法核算，使截至2026年9月30日止三个月和九个月的折旧费用分别增加$19和$41。截至2026年9月30日止三个月和九个月，我们分别报废了$6和$14的物业及设备。截至2025年9月30日止三个月和九个月，未报废任何物业及设备。

我们将部分借入资金的利息资本化，用于为卫星的建造和发射融资。资本化利息计入资产成本，并在卫星的使用寿命内折旧。截至2026年和2025年9月30日止三个月的资本化利息成本均为$5；截至2026年和2025年9月30日止九个月分别为$15和$18，相关卫星为SXＭ-10、SXM-11和SXM-12。我们还将与员工用于资本化软件项目的工时相关的部分股份薪酬资本化。截至2026年和2025年9月30日止三个月的资本化股份薪酬成本均为$11；截至2026年和2025年9月30日止九个月分别为$33和$31。

SIRIUS XM HOLDINGS INC.及子公司

合并财务报表附注——续

（金额和股份以百万计，每股金额或另有说明者除外）

（未经审计）

卫星

截至2026年9月30日，我们运营着由七颗卫星组成的卫星群，其中两颗为在轨备用卫星，一颗正在退役过程中。每颗卫星均须取得FCC许可证，并且在许可证到期前，我们必须申请续期。许可证的续期和延期可合理预期以最低成本完成，相关费用在发生时计入费用。下表列示截至2026年9月30日我们卫星的部分信息：


卫星说明	交付年份	预计折旧年限结束时间	FCC许可证到期年份

SIRIUS FM-5	2009	2024	2030
SIRIUS FM-6	2013	2026(1)	2030


XM-5	2010	2025	2026(2)
SXM-8	2021	2036	2029
SXM-9	2025	2040	2033
SXM-10	2025	2040	2033
SXM-11	2026	2041	2034

(1)Sirius FM-6的使用寿命从2028年11月变更为2026年12月，并作为会计估计变更核算。

(2)我们在截至2026年9月30日的季度内向FCC提交了延长XM-5卫星许可证的申请，预计该申请将按常规程序获批。

2026年9月10日，我们的 SXM-11 卫星成功投入使用。SXM-11 卫星取代了 XM-5 卫星，后者仍可作为在轨备用卫星。我们目前正在建造的 SXM-12 卫星预计将取代 Sirius FM-5 卫星。

(9)租赁

我们为办公室、地面中继器、数据中心和某些设备签订了经营租赁和融资租赁。我们的租赁剩余期限从不足一年到16年不等，其中一些租赁可能包含最长五年的续租选择权，另一些可能包含在一年内终止租赁的选择权。我们选择了实务简便方法，将租赁组成部分与非租赁组成部分作为单一组成部分进行核算。此外，我们选择了实务简便方法，不确认短期租赁的使用权资产或租赁负债；短期租赁是指在租赁开始日租期为十二个月或更短的租赁。

租赁费用的组成如下：


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
经营租赁成本	$	12			$	14		$	39	$	41
融资租赁成本	1			2			4		5
转租收入	—			—			(2)		(2)
租赁成本总额	$	13			$	16		$	41	$	44

(10)关联方交易

在正常业务过程中，我们与权益法投资（税收股权投资、Sirius XM Canada 和 SoundCloud）进行交易，这些交易被视为关联方交易。

税收股权投资

截至2026年和2025年9月30日的三个月，我们分别在清洁能源技术项目中进行了20和17的税收优惠投资；截至2026年和2025年9月30日的九个月，我们分别进行了96和85的投资。自2024年1月1日起，我们采用了 ASU 2023-02，并使用修正后的追溯法，现在根据比例摊销法对这些投资进行核算。截至2026年9月30日，尚未摊销的

SIRIUS XM HOLDINGS INC. 及其子公司

合并财务报表附注 - 续

（美元和股份以百万计，每股金额或另有说明者除外）

（未经审计）

investment balance of these investments totaled $670 and was reported within Equity method investments in our unaudited consolidated balance sheets. Under the proportional amortization method, the investment 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 $559 related to future contractual and contingent payments which we determined to be probable. Of this amount, $124 is presented in Related party current liabilities with the remaining balance included in Other long-term liabilities in our unaudited consolidated balance sheets.

Sirius XM Canada

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.

Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance.

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 SiriusXM 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.

Our Equity method investments as of September 30, 2026 and December 31, 2025 included the carrying value of our investment balance in Sirius XM Canada of $103 and $100, respectively, and, as of September 30, 2026 and December 31, 2025, also included $6 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 unaudited consolidated statements of operations of $25 and $24 during the three months ended September 30, 2026 and 2025, respectively, and $77 and $71 during the nine months ended September 30, 2026 and 2025, respectively.

SoundCloud

In February 2020, we completed a $75 investment in Series G Membership Units of SoundCloud. The Series G Units are convertible at the option of the holders at any time into shares of ordinary membership units of SoundCloud at a ratio of one ordinary membership unit for each Series G Unit. The investment in SoundCloud is accounted for as an equity method investment as we do not have the ability to direct the most significant activities that impact SoundCloud's economic performance.

Our investment in SoundCloud is recorded in Equity method investments in our unaudited consolidated balance sheets. 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 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 $13 for each of the three months ended September 30, 2026 and 2025, and $36 and $39 for the nine months ended September 30, 2026 and 2025, respectively. We also had related party liabilities of $17 and $12 as of September 30, 2026 and December 31, 2025, respectively, related to this agreement.

Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

(UNAUDITED)

(11)Debt

Our debt as of September 30, 2026 and December 31, 2025 consisted of the following:

Principal Amount at

Carrying value(a) at

Issuer / Borrower

Issued

Debt

Maturity Date

Interest
Payable

September 30, 2026

December 31, 2025

Sirius XM Holdings notes and loans:

Sirius XM Holdings(b)

March 2023

3.75% Convertible Senior Notes

March 15, 2028

Semi-annually in arrears on March 15 and September 15

575

613

579

Sirius XM Radio LLC notes and loans:

Sirius XM(c)

September 2024

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

September 9, 2027

variable fee paid quarterly

—

400

Sirius XM

December 2012

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

August 31, 2030

variable fee paid quarterly

—

Sirius XM(c) (d)

August 2021

3.125% Senior Notes

September 1, 2026

semi-annually on March 1 and September 1

—

999

Sirius XM(c) (e)

July 2017

5.00% Senior Notes

August 1, 2027

semi-annually on February 1 and August 1

1,250

1,249

1,497

Sirius XM(c)

June 2021

4.00% Senior Notes

July 15, 2028

semi-annually on January 15 and July 15

2,000

1,994

1,991

Sirius XM(c)

June 2019

5.500% Senior Notes

July 1, 2029

semi-annually on January 1 and July 1

1,250

1,245

1,244

Sirius XM(c)

June 2020

4.125% Senior Notes

July 1, 2030

semi-annually on January 1 and July 1

1,500

1,493

1,492

Sirius XM(c)

August 2021

3.875% Senior Notes

September 1, 2031

semi-annually on March 1 and September 1

1,500

1,491

1,490

Sirius XM(c) (f)

March 2026

5.875% Senior Notes

April 15, 2032

semi-annually on April 15 and October 15

1,250

1,237

—

Sirius XM

Various

Finance leases

Various

n/a

Total debt

9,323

9,717

Less: total current maturities (g)

1,250

1,058

Less: total deferred financing costs, net

Total long-term debt

8,066

8,648

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

(b)Measured at fair value.

(c)On September 3, 2024, Sirius XM Radio LLC added a parent guarantee from Sirius XM Inc. 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.

(d)A portion of the net proceeds from the 5.875% Senior Notes due 2032 (“2032 Notes”) offering, together with cash on hand, were used to repurchase approximately $499 of Sirius XM Radio LLC’s outstanding 3.125% Senior Unsecured Notes due 2026 (the “2026 Notes”) pursuant to a tender offer (the “Tender Offer”) completed by Sirius XM Radio LLC on March 5, 2026. On March 10, 2026, Sirius XM Radio LLC satisfied and discharged (the “Satisfaction and Discharge”) the remaining 2026 Notes and related note guarantees and the indenture governing the 2026 Notes by depositing with the trustee sufficient funds in U.S. treasuries to pay the outstanding principal amount and accrued interest to the maturity date with respect to the 2026 Notes that remained outstanding after the Tender Offer, in accordance with the terms of the indenture governing the 2026 Notes. Upon completion of the Satisfaction and Discharge, the 2026

Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

(UNAUDITED)

Notes and the related note guarantees and indenture governing the 2026 Notes and the obligations of Sirius XM Radio LLC and the guarantors were discharged and ceased to have further effect (except for the provisions of the indenture governing the 2026 Notes that such indenture expressly provides survives). The aggregate repurchase price for the 2026 Notes purchased in the Tender Offer and the amount necessary to complete the Satisfaction and Discharge was $997, which included the principal amount of $1,000, a discount of $3 and accrued interest of $1. We recognized a pre-tax gain of $2 on the extinguishment, including the discount mentioned above, related fees and the write-off of unamortized deferred financing costs and discount, included within Other (expense) income, net on our consolidated statements of operations during the nine months ended September 30, 2026.

(e)On March 29, 2026 (with payment made on March 30, 2026 due to the redemption date being a non-business day), Sirius XM Radio LLC redeemed $250 in outstanding principal amount of the 5.00% Senior Notes due 2027 for an aggregate purchase price, including interest, of $252. Sirius XM Radio LLC used a portion of the net proceeds from the 2032 Notes offering, together with cash on hand, to complete such redemption. We recognized a loss on extinguishment of debt of less than $1, consisting primarily of unamortized discount and deferred financing fees, included within Other (expense) income, net on our consolidated statements of operations during the nine months ended September 30, 2026.

(f)On March 4, 2026, Sirius XM Radio LLC issued $1,250 aggregate principal amount of the 2032 Notes with a net original issue discount and deferred financing costs in aggregate of $18.

(g)Current maturities as of September 30, 2026, includes the 5.00% Senior Notes due 2027 and finance leases. Current maturities as of December 31, 2025, includes the 3.125% Senior Notes due 2026, $55 of the Delayed Draw Incremental Term Loan and finance leases.

Sirius XM Holdings notes and loans:

3.75% Convertible Senior Notes due 2028

On March 10, 2023, Liberty Media issued $575 aggregate principal amount of its 3.75% convertible notes due 2028 (the “Convertible Notes”). In connection with the Transactions, we assumed all of the obligations of Liberty Media under the indenture governing the Convertible Notes. The Convertible Notes accrue interest at a rate of 3.75% per annum and mature on March 15, 2028. As of September 30, 2026, the conversion rate for the Convertible Notes was 32.5311 shares (not in millions) of our common stock per $1,000 principal amount (not in millions) of Convertible Notes, equivalent to a conversion price of approximately $30.74 per share of our common stock (not in millions).

Holders of the Convertible Notes may convert their Convertible Notes, in integral multiples of $1,000 principal amount, at their option, under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or more than 130% of the conversion price of the Convertible Notes on the last day of such preceding calendar quarter; (ii) during the five business-day period after any five consecutive trading-day period (the “Measurement Period”), in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of that Measurement Period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate for the Convertible Notes on each such trading day; (iii) if the Company calls the Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events described in the Convertible Notes Indenture. In addition, holders may convert their Convertible Notes at their option at any time on or after December 15, 2027 and ending on the close of business on the second scheduled trading day immediately preceding the stated maturity date for the Convertible Notes, without regard to the foregoing circumstances. Upon a conversion of the Convertible Notes, we may elect to pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of our common stock. We elected to account for the Convertible Notes using the fair value option. See Note 3 for information related to unrealized gains (losses) on debt measured at fair value.

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

Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

(UNAUDITED)

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 September 30, 2026. 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.

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 was 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. On June 30, 2026, the Delayed Draw Incremental Term Loan was retired with cash for 100% of the remaining principal amount plus accrued and unpaid interest to the date of retirement. We recognized a loss on extinguishment of debt of $3, consisting of unamortized deferred financing fees, included within Other (expense) income, net on our consolidated statements of operations during the three months ended September 30, 2026.

As of September 30, 2026, no amount was outstanding under the Credit Facility.

Covenants and Restrictions

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 or transfer, lease, assign or otherwise dispose of all or substantially all of Sirius XM Radio LLC’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; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (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. 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 Radio LLC’s debt securities, not reported at fair value, whose carrying value does not approximate fair value, are as follows:

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	September 30, 2026		December 31, 2025
3.125% Senior Notes due 2026	$	—		$	989
5.00% Senior Notes due 2027	$	1,239		$	1,496
4.00% Senior Notes due 2028	$	1,920		$	1,948
5.50% Senior Notes due 2029	$	1,220		$	1,256
4.125% Senior Notes due 2030	$	1,365		$	1,425
3.875% Senior Notes due 2031	$	1,302		$	1,376
5.875% Senior Notes due 2032	$	1,172		$	—

(12)Equity

Common Stock, par value $0.001 per share

We are authorized to issue up to 900 shares of common stock. There were 337 and 335 shares of common stock issued and outstanding at September 30, 2026 and December 31, 2025, respectively.

As of September 30, 2026, there were 33 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.

Sirius XM Holdings equity activity

Quarterly Dividends

During the nine months ended September 30, 2026 and 2025, our board of directors declared and paid the following dividends:


Declaration Date	Dividend Per Share		Record Date	Total Amount	Payment Date
2026 dividends
January 29, 2026	$	0.27		February 11, 2026	$	91	February 27, 2026
April 23, 2026	$	0.27		May 11, 2026	$	91	May 27, 2026
July 22, 2026	$	0.27		August 10, 2026	$	91	August 26, 2026


2025 dividends
January 22, 2025	$	0.27		February 7, 2025	$	91	February 25, 2025
April 16, 2025	$	0.27		May 9, 2025	$	92	May 28, 2025
July 23, 2025	$	0.27		August 8, 2025	$	91	August 27, 2025

Stock Repurchase Program

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. Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in privately negotiated transactions, including in accelerated stock repurchase transactions, or otherwise. We intend to fund any stock repurchases through a combination of cash on hand, cash generated by operations and future borrowings. The size and timing of any purchases will be based on a number of factors, including price and business and market conditions.

As of September 30, 2026, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 9 shares for $203, of which 2 shares were repurchased during the nine months ended September 30, 2026 for $60 and $963 remained available for additional repurchases under our existing stock repurchase program authorization.

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


	September 30, 2026	September 30, 2025
Share Repurchase Type	Shares	Amount (a)		Shares	Amount
Open Market Repurchases	2		$	60		4	$	90

a.As of September 30, 2026, $1 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our unaudited consolidated balance sheets and unaudited consolidated statements of stockholders’ equity.

(13)Benefit Plans

Included in the accompanying unaudited consolidated statements of operations are the following amounts of share-based compensation expense:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2026		2025		2026		2025
Cost of services:
Programming and content	$	7			$	9		$	29	$	28
Customer service and billing	1			1			4		4
Transmission	2			1			5		5
Sales and marketing	10			10			33		36
Product and technology	8			8			27		26
General and administrative	10			13			42		41
	$	38			$	42		$	140	$	140

SplitCo Awards

Liberty Media granted, to certain of its directors and employees, restricted stock awards (“RSAs”), restricted stock units (\"RSUs\") and stock options to purchase shares of SplitCo common stock (collectively, \"SplitCo Awards\"). SplitCo measured the cost of employee services received in exchange for an equity classified SplitCo Award based on the grant-date fair value (“GDFV”) of the SplitCo Award and recognized that cost over the period during which the employee is required to provide service (usually the vesting period of the SplitCo Award). SplitCo measured the cost of employee services received in exchange for a liability classified SplitCo Award based on the current fair value of the SplitCo Award and remeasures the fair value of the SplitCo Award at each reporting date.

At the time of the Split-Off, outstanding stock options to purchase shares of SplitCo common stock were accelerated and became fully vested and exchanged into stock options to purchase shares of our common stock adjusted based on the exchange ratio identified in the Liberty Sirius XM Holdings Inc. Transitional Stock Adjustment Plan (the “SplitCo Award Exchange Ratio”). The RSAs and RSUs with respect to shares of SplitCo common stock accelerated, became fully vested, and are treated as outstanding shares of our common stock and as such were exchanged into shares of our common stock based on the SplitCo Award Exchange Ratio. Following the Split-Off, a portion of the outstanding stock options to purchase shares of our common stock are to be settled in cash as the underlying shares were not registered, and therefore these awards were classified as liability awards and will be remeasured at each reporting date. As of September 30, 2026, we recognized a liability of $1 related to these awards which is recorded in Accounts payable and accrued expenses in our unaudited consolidated balance sheets.

Sirius XM Holdings Awards

2024 Long-Term Stock Incentive Plan

In connection with the Transactions, Liberty Media, as the sole stockholder of SplitCo, approved the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan (as amended from time to time, the “2024 Plan”). 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 of our board of directors deems appropriate. Stock-based awards granted under the 2024 Plan are

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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 and the employee’s continued employment. Each RSU entitles the holder to receive one share of common stock upon vesting. On May 28, 2026, our stockholders approved Amendment No. 1 to the 2024 Plan, which increased the aggregate number of shares of common stock reserved for issuance in connection with outstanding stock-based awards by 7. As of September 30, 2026, 24 shares of our common stock were available for future grants under the 2024 Plan.

Transitional Stock Adjustment Plan

In connection with the Transactions, Liberty Media, as the sole stockholder of SplitCo, approved the Sirius XM Holdings Inc. Transitional Stock Adjustment Plan (the “Transitional Plan”). Current and former employees and consultants of Liberty Media and certain Qualifying Subsidiaries (as such term is defined in the Transitional Plan) or a member of the board of directors of Liberty Media or a Qualifying Subsidiary and in each case, who, as of September 9, 2024, (a) held an outstanding option of any series of Liberty Media’s Liberty SiriusXM common stock (a “Liberty Media SiriusXM Option Award”) pursuant to a Liberty Media Incentive Plan (as such term is defined in the Transitional Plan) and (b) received an option under the Transitional Plan in accordance with the terms of the Reorganization Agreement were eligible to receive awards under the Transitional Plan. As of September 30, 2026, 3 shares of our common stock were reserved for issuance in connection with outstanding stock based awards in connection with the Transitional Plan.

Other Plans

We maintain two 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 and the Pandora Media, Inc. 2011 Equity Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans.

There were no options granted during the three and nine months ended September 30, 2026 and 2025.

The following table summarizes stock option activity under our share-based plans for the nine months ended September 30, 2026:


	Options	WAEP		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value








Outstanding as of January 1, 2026	15		$	50.10
Granted	—		$	—
Exercised	—		$	—
Forfeited, cancelled or expired	(2)		$	46.43
Outstanding as of September 30, 2026	13		$	50.63		3.01	$	—
Exercisable as of September 30, 2026	13		$	51.29		2.71	$	—

The total intrinsic value of stock options exercised was less than $1 during each of the nine months ended September 30, 2026 and 2025. During the nine months ended September 30, 2026, the number of net settled shares issued as a result of stock option exercises was less than 1.

The following table summarizes the RSU, including PRSU, activity under our share-based plans for the nine months ended September 30, 2026:


	Shares	GDFV Per Share








Nonvested as of January 1, 2026	16		$	30.74
Granted	11		$	21.70
Vested	(6)		$	31.60
Forfeited	(2)		$	25.52
Nonvested as of September 30, 2026	19		$	25.55

The total intrinsic value of RSUs, including PRSUs, vesting during the nine months ended September 30, 2026 and 2025 was $143 and $71, respectively. During the nine months ended September 30, 2026, the number of net settled shares issued as

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a result of RSUs vesting totaled 4. During the nine months ended September 30, 2026, we granted less than 1 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 nine months ended September 30, 2026, we granted 1 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 nine months ended September 30, 2026.

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 September 30, 2026 and December 31, 2025 were $375 and $355, respectively. The total unrecognized compensation costs at September 30, 2026 are expected to be recognized over a weighted-average period of 2.5 years.

401(k) Savings Plans

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 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 $4 and $3 for the three months ended September 30, 2026 and 2025, respectively, and $14 for each of the nine months ended September 30, 2026 and 2025, in connection with the SiriusXM Plan.

Sirius XM Holdings Inc. Deferred Compensation Plan

The Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”) allows members of our board of directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or board of directors’ cash compensation, as applicable. Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so. We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP.

Contributions to the DCP, net of withdrawals, were $(2) for each of the three months ended September 30, 2026 and 2025, and $(8) and $(6) for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and December 31, 2025, the fair value of the investments held in the trust was $52 and $56, respectively, which is included in Other long-term assets in our unaudited consolidated balance sheets and classified as trading securities. Trading gains and losses associated with these investments are recorded in Other (expense) income within our unaudited consolidated statements of operations. The associated liability is recorded within Other long-term liabilities in our unaudited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our unaudited consolidated statements of operations. We recorded gains on investments held in the trust of less than $1 and $3 for the three months ended September 30, 2026 and 2025, respectively, and $3 and $6 for the nine months ended September 30, 2026 and 2025, respectively.

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(14)Commitments and Contingencies

The following table summarizes our expected contractual cash commitments as of September 30, 2026:


	2026		2027		2028		2029	2030		Thereafter	Total
Debt obligations	$	1			$	1,250		$	2,575		$	1,250		$	1,500		$	2,750	$	9,326
Cash interest payments	48			431			358		267		197		168			1,469
Satellite and transmission	15			57			3		2		1		3			81
Programming and content	86			287			183		7		—		—			563
Sales and marketing	22			46			15		10		—		—			93
Satellite incentive payments	1			3			3		2		2		9			20
Operating lease obligations	14			52			43		38		14		30			191
Royalties, minimum guarantees and other	312			1,182			753		260		99		—			2,606
Total (1)	$	499			$	3,308		$	3,933		$	1,836		$	1,813		$	2,960	$	14,349

(1)The table does not include our reserve for uncertain tax positions, which at September 30, 2026 totaled $88.

Debt obligations. Debt obligations include principal payments on outstanding debt and finance lease obligations.

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

Satellite and transmission. We have entered into agreements for the design, construction, launch and insurance of one additional satellite: SXM-12. We have procured insurance for 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.

Programming and content. We have entered into various programming and content agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. In certain of these agreements, the future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments.

Sales and marketing. We have entered into various marketing, sponsorship and distribution agreements to promote our brands and are obligated to make payments to sponsors, retailers, automakers, radio manufacturers and other third parties under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors.

Satellite incentive payments. 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 SIRIUS FM-6, SXM-8, SXM-9, SXM-10 and SXM-11 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 certain leases have options to renew.

Royalties, Minimum Guarantees and Other. We have entered into music royalty arrangements that include fixed payments. In addition, certain of our podcast agreements also contain minimum guarantees. As of September 30, 2026, we had future fixed commitments related to music royalty and podcast agreements of $1,597, of which $235 will be paid in 2026 and the remainder will be paid thereafter. On a quarterly basis, we record the greater of the cumulative actual content costs incurred or the cumulative minimum guarantee based on forecasts for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasts, considers factors such as listening hours, downloads, revenue,

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subscribers and other terms of each agreement that impact our expected attainment or recoupment of the minimum guarantees based on the relative attribution method.

We have entered into certain tax equity investments in which we expect to make future contributions. These future contributions are expected to be made over the remaining respective terms of the investments and totaled $559 as of September 30, 2026, of which $23 is expected to be paid during the remainder of 2026 and the remainder thereafter.

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.

We have also entered into various agreements with third parties for general operating purposes.

In addition to the minimum contractual cash commitments described above, we have entered into other variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. 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.

Legal Proceedings

In the ordinary course of business, we are a defendant or party to various claims and lawsuits, including those discussed below.

We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any.

New York State v. 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 (the “Petition”) in the Supreme Court of the State of New York, New York County (the “New York Court”), against Sirius XM Radio Inc., which, following the Transactions, is now Sirius XM Radio LLC. 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; an accounting of each consumer who cancelled, or sought to cancel, a satellite radio subscription, including the duration of the cancel interaction and the funds collected from such consumers after that interaction; monetary restitution and damages to aggrieved consumers; disgorgement of all profits resulting from the alleged improper acts; 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.

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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 of November 27, 2024, Sirius XM 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, which Sirius XM opposed. On May 14, 2026, the Appellate Division granted the NY AG’s motion for leave to appeal the Appellate Division’s affirmance to the Court of Appeals. The NY AG’s appeal, which is now pending in the Court of Appeals, challenges the lower courts’ ruling that the NY AG is prohibited from obtaining relief on behalf of customers outside of New York. The NY AG has also moved the New York Court for an injunction and accounting with respect to the ROSCA claim, which the court granted on April 1, 2026.

Sirius XM believes it has substantial defenses to the action and intends to defend this action vigorously.

U.S. Music Royalty Fee Actions and Mass Arbitrations. 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 allege that Sirius XM falsely advertised its music subscription plans at lower prices than it actually charges, that it allegedly did not disclose its “U.S. Music Royalty Fee,” and that Sirius XM has taken other actions to prevent customers from discovering the existence, amount and nature of the U.S. Music Royalty Fee in violation of various state consumer protection laws. 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, which was effectuated during the three months ended June 30, 2026, and which resolved most of the remaining mass arbitration claims and the previously disclosed Carovillano, Burns, Kirkpatrick, Balmores and Woods lawsuits. The settlement did not have a material adverse effect on Sirius XM’s business, financial condition, results operations or cash flows.

The sole remaining related putative class action is Stutsman, et al. v. Sirius XM Radio LLC. On August 20, 2026, the United States District Court for the Western District of Washington remanded Stutsman to the Washington State Superior Court for Snohomish County. Sirius XM believes it has substantial defenses to the remaining mass arbitration claims and the claims asserted in Stutsman and intends to defend itself vigorously.

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 noninteractive radio service into an interactive service for which Pandora owes mechanical license royalties and that Pandora should be paying additional mechanical royalties for its Pandora Plus service, which would require Pandora to have paid and continue to pay significantly higher royalties. On September 30, 2026, the court denied the parties’ cross-motions for summary judgment. The court has not yet scheduled a new trial date. On October 14, 2026, the MLC filed a motion requesting that the court reconsider its summary judgment order and grant the MLC summary judgment or, in the alternative, allow the parties to file new, shorter motions for summary judgment. In the further alternative, the MLC requested that the court certify its summary judgment order for an interlocutory appeal. Pandora filed its response to the motion for reconsideration on October 28, 2026, in which it opposed the MLC’s request that the court grant the MLC summary judgment but did not oppose the request for reconsideration of the MLC’s motion for summary judgment as long as the Court also reconsiders its denial of Pandora’s motion for summary judgment, nor did Pandora oppose the MLC’s alternative request for leave for the parties to file new, shorter motions for summary judgment. Pandora took no position on the MLC’s request for certification of an interlocutory appeal..

Vladimir Fishel, et al. v. Liberty Media Corporation, et al. As previously disclosed, in October 2024, purported stockholders commenced an action in the Court of Chancery of the State of Delaware against Liberty Media, John C. Malone and members of the board of directors of Old Sirius relating to the Transactions. The plaintiffs allege that the Transactions were unfair to minority stockholders and unduly favored Liberty Media because, among other things: Sirius XM Holdings has taken

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

(UNAUDITED)

on certain tax liabilities; Sirius XM Holdings has assumed certain Liberty SiriusXM debt; and the Transactions enabled Liberty Media to appoint a majority of Sirius XM Holdings’ board of directors with staggered terms to give Liberty Media at least three years of board-level control. The plaintiffs also allege that the Transactions closed a multi-billion-dollar valuation gap between the price at which the Liberty SiriusXM common stock traded in the market and the net asset value of the underlying assets the Liberty SiriusXM common stock “tracked,” which solely benefited Liberty Media stockholders, and allege that the Special Committee failed to negotiate a fair exchange ratio in light of these benefits to Liberty Media. Liberty Media and certain individual defendants answered the complaint, while the Special Committee members and the remaining directors moved to dismiss the complaint. On April 13, 2026, the court issued a decision dismissing the Special Committee members from the case but allowing the claim against the remaining directors to proceed. The case against Liberty Media, John C. Malone and the non-Special Committee directors remains ongoing.

Broadcast Music, Inc. v. Sirius XM Radio LLC. As previously disclosed, SiriusXM has an arrangement with Broadcast Music, Inc. (“BMI”), and other performing rights organizations to license the rights of public performance for the musical compositions SiriusXM transmits via its satellite radio and streaming services. Currently, SiriusXM has an interim license with BMI. BMI is subject to an antitrust consent decree with the Department of Justice that provides for judicial rate-setting in the event of a negotiating impasse. In September 2024, while SiriusXM was negotiating new final rates and terms with BMI for the period beginning January 1, 2023, BMI filed a Petition in the United States District Court for the Southern District of New York requesting a determination that the rates it quoted in May 2023 for the 2023-2027 period for the license requested by SiriusXM are reasonable or, in the alternative, for an order setting reasonable rates for SiriusXM’s public performance of songs in the BMI repertoire. That proceeding is on-going, and trial is set to commence on January 11, 2027.

Other Matters. In the ordinary course of business, Sirius XM Holdings, SiriusXM and Pandora, are defendants in various other lawsuits, mass arbitration and individual arbitration proceedings, including derivative actions; actions filed by subscribers, both on behalf of themselves and on a class action basis; former employees; 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.

(15)Income Taxes

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 provisions related to the manner in which any taxes or tax-related losses arising from the Split-Off will be allocated between the parties and provides restrictive covenants intended to preserve the generally tax-free treatment of the Transactions. The failure by a party to comply with its restrictive covenants may change the general allocation of taxes, tax benefits and tax items between the parties related to the Transactions. The parties have agreed to indemnify each other for taxes and losses allocated to them under the Tax Sharing Agreement and for taxes and losses arising from a breach by them of their respective covenants and obligations under the Tax Sharing Agreement. The Tax Sharing Agreement also includes provisions addressing the filing of tax returns, control of tax audits, cooperation on tax matters, retention of tax records, indemnification and other tax matters.

Income tax expense was $99 and $91 for the three months ended September 30, 2026 and 2025, respectively, and $253 and $215 for the nine months ended September 30, 2026 and 2025, respectively.

Our effective tax rate was 23.8% and 23.5% for the three months ended September 30, 2026 and 2025, respectively, and 24.0% and 23.3% for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rate for the three and nine months ended September 30, 2026 and 2025 were primarily driven by federal and state income tax expense, tax losses related to share-based compensation, partially offset by certain tax credits. We estimate our effective tax rate expense for the year ending December 31, 2026 will be approximately 23%.

We recognized net tax benefits of $6 and $7 during the three months ended September 30, 2026 and 2025, respectively, and we recognized net tax benefits of $23 and $19 during the nine months ended September 30, 2026 and 2025, respectively, related to our tax equity investments. These recognized net tax benefits were recorded to Income tax expense in our unaudited

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

(UNAUDITED)

consolidated statement of operations. The net tax benefits included tax credits and other income tax benefits of $37 and $34 during the three months ended September 30, 2026 and 2025, respectively, and $130 and $111 during the nine months ended September 30, 2026 and 2025, respectively, which were partially offset by amortization expense of $31 and $27 during the three months ended September 30, 2026 and 2025, respectively, and $107 and $92 during the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026 and December 31, 2025, we had a valuation allowance related to deferred tax assets of $79 and $87, respectively, that were not likely to be realized due to the timing of certain federal and state net operating loss limitations.

(16) Segments and Geographic Information

In accordance with FASB ASC Topic 280, Segment Reporting, we disaggregate our operations into two reportable segments: 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. We report our segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. For additional information on our segments refer to Note 1.

Segment results include the revenues and cost of services which are directly attributable to each segment. There are no indirect revenues or costs incurred that are allocated to the segments. We eliminate intersegment advertising campaign revenue. We had intersegment advertising revenue of less than $1 and $1 during the three months ended September 30, 2026 and 2025, respectively, and $2 and $4 during the nine months ended September 30, 2026 and 2025, respectively.

Segment revenue and gross profit were as follows during the periods presented:


	For the Three Months Ended September 30, 2026
	SiriusXM		Pandora and Off-platform				Total
Revenue
Subscriber revenue	$	1,500			$	130			$	1,630
Advertising revenue	37			419				456
Other revenue	67			—				67
Total revenue	1,604			549				2,153
Cost of services
Revenue share and royalties	(392)			(334)				(726)
Programming and content (a)	(121)			(15)				(136)
Other (a)(b)	(128)			(27)				(155)
Total cost of services	(641)			(376)				(1,017)
Segment gross profit	$	963			$	173			$	1,136

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

(UNAUDITED)

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


	For the Three Months Ended September 30, 2026
Segment Gross Profit	$	1,136
Subscriber acquisition costs	(107)
Sales and marketing (a)	(169)
Product and technology (a)	(56)
General and administrative (a)	(111)
Depreciation and amortization	(166)
Share-based payment expense	(38)
Impairment, restructuring and other costs	(10)
Total other expense	(63)
Consolidated income before income taxes	$	416

(a) Share-based payment expense of $10 related to cost of services, $10 related to sales and marketing, $8 related to product and technology and $10 related to general and administrative has been excluded for the three months ended September 30, 2026.

(b) SiriusXM other costs of services related to customer service and billing of $90, transmission costs of $37 and cost of equipment of $1. Pandora and Off-platform other costs of services related to customer service and billing of $18 and transmission costs of $9.


	For the Three Months Ended September 30, 2025
	SiriusXM		Pandora and Off-platform				Total
Revenue
Subscriber revenue	$	1,497			$	132			$	1,629
Advertising revenue	39			416				455
Other revenue	75			—				75
Total revenue	1,611			548				2,159
Cost of services
Revenue share and royalties	(384)			(337)				(721)
Programming and content (c)	(130)			(15)				(145)
Other (c)(d)	(139)			(26)				(165)
Total cost of service	(653)			(378)				(1,031)
Segment gross profit	$	958			$	170			$	1,128

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

(UNAUDITED)

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


	For the Three Months Ended September 30, 2025
Segment Gross Profit	$	1,128
Subscriber acquisition costs	(107)
Sales and marketing (c)	(176)
Product and technology (c)	(54)
General and administrative (c)	(106)
Depreciation and amortization	(141)
Share-based payment expense	(42)
Impairment, restructuring and other costs	(9)
Total other expense	(105)
Consolidated income before income taxes	$	388

(c) Share-based payment expense of $11 related to cost of services, $10 related to sales and marketing, $8 related to product and technology and $13 related to general and administrative has been excluded for the three months ended September 30, 2025.

(d) SiriusXM other costs of services related to customer service and billing of $96, transmission costs of $41 and cost of equipment of $2. Pandora and Off-platform other costs of services related to customer service and billing of $19 and transmission costs of $7.


	For the Nine Months Ended September 30, 2026
	SiriusXM		Pandora and Off-platform				Total
Revenue
Subscriber revenue	$	4,491			$	389			$	4,880
Advertising revenue	113			1,204				1,317
Other revenue	207			—				207
Total revenue	4,811			1,593				6,404
Cost of services
Revenue share and royalties	(1,151)			(994)				(2,145)
Programming and content (e)	(367)			(43)				(410)
Other (e)(f)	(383)			(81)				(464)
Total cost of services	(1,901)			(1,118)				(3,019)
Segment gross profit	$	2,910			$	475			$	3,385

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

(UNAUDITED)

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


	For the Nine Months Ended September 30, 2026
Segment Gross Profit	$	3,385
Subscriber acquisition costs	(316)
Sales and marketing (e)	(521)
Product and technology (e)	(162)
General and administrative (e)	(337)
Depreciation and amortization	(482)
Share-based payment expense	(140)
Impairment, restructuring and other costs	(22)

Total other expense	(351)
Consolidated income before income taxes	$	1,054

(e) Share-based payment expense of $38 related to cost of services, $33 related to sales and marketing, $27 related to product and technology and $42 related to general and administrative has been excluded for the nine months ended September 30, 2026.

(f) SiriusXM other costs of services related to customer service and billing of $265, transmission costs of $114 and cost of equipment of $4. Pandora and Off-platform other costs of services related to customer service and billing of $56 and transmission costs of $25.


	For the Nine Months Ended September 30, 2025
	Sirius XM		Pandora and Off-platform				Total
Revenue
Subscriber revenue	$	4,466			$	394			$	4,860
Advertising revenue	116			1,165				1,281
Other revenue	224			—				224
Total revenue	4,806			1,559				6,365
Cost of services
Revenue share and royalties	(1,154)			(976)				(2,130)
Programming and content (g)	(386)			(44)				(430)
Other (g)(h)	(403)			(77)				(480)
Total cost of services	(1,943)			(1,097)				(3,040)
Segment gross profit	$	2,863			$	462			$	3,325

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

(UNAUDITED)

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


	For the Nine Months Ended September 30, 2025
Segment Gross Profit	$	3,325
Subscriber acquisition costs	(314)
Sales and marketing (g)	(525)
Product and technology (g)	(165)
General and administrative (g)	(366)
Depreciation and amortization	(406)
Share-based payment expense	(140)
Impairment, restructuring and other costs	(164)

Total other expense	(324)
Consolidated income before income taxes	$	921

(g) Share-based payment expense of $37 related to cost of services, $36 related to sales and marketing, $26 related to product and technology and $41 related to general and administrative has been excluded for the nine months ended September 30, 2025.

(h) SiriusXM other costs of services related to customer service and billing of $279, transmission costs of $118 and cost of equipment of $6. Pandora and Off-platform other costs of services related to customer service and billing of $56 and transmission costs of $21.

A measure of segment assets is not currently provided to our Chief Executive Officer, who serves as our chief operating decision maker, and has therefore not been provided.

As of September 30, 2026, long-lived assets were predominantly located in the United States. No individual foreign country represented a material portion of our consolidated revenue during the three and nine months ended September 30, 2026 and 2025.

(17)Subsequent Events

Capital Return Program

For the period from October 1, 2026 to October 27, 2026, we repurchased less than 1 shares of our common stock on the open market for an aggregate purchase price of $11, including fees and commissions.

On October 21, 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 November 23, 2026 to stockholders of record as of the close of business on November 6, 2026.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with the accompanying unaudited consolidated financial statements and the notes thereto. All amounts referenced in this section are in millions, except subscriber amounts are in thousands and per subscriber and per installation amounts are in ones, unless otherwise stated.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For example, these forward-looking statements may include, among other things, statements about our outlook and our future results of operations and financial condition; share repurchase plans; the impact of economic and market conditions; and the impact of recent acquisitions. Any statements about our beliefs, plans, objectives, expectations, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection” and “outlook” or the negative version of these words or phrases or other comparable words or phrases. Forward-looking statements are subject to risks and uncertainties, including those identified below, which could cause actual results to differ materially from such statements. Although we believe that our plans, intentions and expectations reflected in, or suggested by, such forward-looking statements are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved. There may also be other risks that we are unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements to reflect events or circumstances after the date on which the statement is made, to reflect the occurrence of unanticipated events or otherwise, except as required by law.

Among the significant factors that could cause our actual results to differ materially from those expressed in the forward-looking statements are:

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;

•increases in the cost of memory used in our satellite radio modules and other components included in our satellite radios could reduce equipment revenue and adversely affect our business; and

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•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.

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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.

Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this Quarterly Report on Form 10-Q and “Part I—Item 1A—Risk Factors” and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K, in each case as updated by the Company’s reports and filings with the SEC.

Executive Summary

Liberty Media Transactions

Sirius XM Holdings Inc., the reporting company under this Quarterly Report on Form 10-Q, is the product of a series of transactions that closed on Monday, September 9, 2024. Any references to the “Company,” “we,” “us,” or “ours” refer to Sirius XM Holdings Inc. and its consolidated subsidiaries following the Transactions.

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

Following the Split-Off, on September 9, 2024 at 6:00 p.m., New York City time (the “Merger Effective Time”), a wholly owned subsidiary of SplitCo merged with and into Sirius XM Holdings Inc. (“Old Sirius”), with Old Sirius surviving the merger as a wholly owned subsidiary of SplitCo (the “Merger” and together with the Split-Off, the “Transactions”). Upon consummation of the Merger, each share of common stock of Old Sirius, par value $0.001 per share, issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by SplitCo and its subsidiaries) was converted into one-tenth (0.1) of a share of SplitCo common stock, with cash being paid to entitled record holders of Old Sirius common stock in lieu of any fractional shares of common stock of SplitCo.

At the Merger Effective Time, SplitCo was renamed “Sirius XM Holdings Inc.” and succeeded to the attributes of Old Sirius as the registrant, including Old Sirius's Commission File Number and CIK number. Upon completion of the Transactions, Liberty Media ceased to own any shares of Sirius XM Holdings Inc.

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

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

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SiriusXM

Our SiriusXM business features a wide range of content, including, music, sports, entertainment, comedy, talk and news channels, podcasts and infotainment services, all available in the United States on a subscription fee basis. SiriusXM 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. SiriusXM holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”).

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. As of September 30, 2026, the SiriusXM business had approximately 32.9 million subscribers in the U.S., while Sirius XM Canada had approximately 2.4 million subscribers. Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics.

In addition to our audio entertainment businesses, we provide connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. We also offer a suite of data services that includes graphical weather and fuel prices, a traffic information service and real-time weather services in boats and airplanes.

Pandora and Off-platform

Pandora offers a highly personalized audio entertainment platform allowing users to create customized stations and playlists while also enabling on-demand search and playback of songs and albums. The Pandora service leverages advanced content programming algorithms, listener data, and music attributes to predict user music preferences, play content suited to the tastes of each listener, and introduce each listener to music consistent with the consumer's preferences. 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).

The majority of revenue from Pandora is generated from advertising on Pandora’s ad-supported radio service, which is sold under the SiriusXM Media brand. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers. As of September 30, 2026, Pandora had approximately 38.8 million monthly active users and 5.5 million subscribers.

Sirius XM Holdings also sells advertising on other audio platforms and in widely-distributed podcasts, which it considers to be off-platform services. Sirius XM Holdings 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. In addition, Sirius XM Holdings is the exclusive audio advertising representative for YouTube audio advertising inventory in the U.S. It also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Sirius XM Holdings provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.

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Results of Operations - September 30, 2026 and 2025

Set forth below are our results of operations for the three and nine months ended September 30, 2026 compared with the three and nine months ended September 30, 2025. The results of operations are presented for each of our reportable segments for revenue and cost of services and on a consolidated basis for all other items.


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,				2026 vs 2025 Change
					Three Months		Nine Months
(in millions)	2026		2025		2026		2025			Amount	%		Amount	%
Revenue
SiriusXM:
Subscriber revenue	$	1,500			$	1,497		$	4,491		$	4,466				$	3		—	%		$	25	1	%
Advertising revenue	37			39			113		116				(2)		(5)	%		(3)		(3)	%
Equipment revenue	36			43			113		130				(7)		(16)	%		(17)		(13)	%
Other revenue	31			32			94		94				(1)		(3)	%		—		—	%
Total SiriusXM revenue	1,604			1,611			4,811		4,806				(7)		—	%		5		—	%
Pandora and Off-platform:
Subscriber revenue	130			132			389		394				(2)		(2)	%		(5)		(1)	%
Advertising revenue	419			416			1,204		1,165				3		1	%		39		3	%
Total Pandora and Off-platform revenue	549			548			1,593		1,559				1		—	%		34		2	%
Total revenue	2,153			2,159			6,404		6,365				(6)		—	%		39		1	%
Cost of services
SiriusXM:
Revenue share and royalties	392			384			1,151		1,154				8		2	%		(3)		—	%
Programming and content	127			138			394		412				(11)		(8)	%		(18)		(4)	%
Customer service and billing	91			97			269		283				(6)		(6)	%		(14)		(5)	%
Transmission	39			42			118		122				(3)		(7)	%		(4)		(3)	%
Cost of equipment	1			2			4		6				(1)		(50)	%		(2)		(33)	%
Total SiriusXM cost of services	650			663			1,936		1,977				(13)		(2)	%		(41)		(2)	%
Pandora and Off-platform:
Revenue share and royalties	334			337			994		976				(3)		(1)	%		18		2	%
Programming and content	16			16			45		46				—		—	%		(1)		(2)	%
Customer service and billing	18			19			56		56				(1)		(5)	%		—		—	%
Transmission	9			7			26		22				2		29	%		4		18	%
Total Pandora and Off-platform cost of services	377			379			1,121		1,100				(2)		(1)	%		21		2	%
Total cost of services	1,027			1,042			3,057		3,077				(15)		(1)	%		(20)		(1)	%
Subscriber acquisition costs	107			107			316		314				—		—	%		2		1	%
Sales and marketing	179			186			554		561				(7)		(4)	%		(7)		(1)	%
Product and technology	64			62			189		191				2		3	%		(2)		(1)	%
General and administrative	121			119			379		407				2		2	%		(28)		(7)	%
Depreciation and amortization	166			141			482		406				25		18	%		76		19	%
Impairment, restructuring and other costs	10			9			22		164				1		11	%		(142)		(87)	%

Total operating expenses	1,674			1,666			4,999		5,120				8		—	%		(121)		(2)	%
Income from operations	479			493			1,405		1,245				(14)		(3)%		160		13%
Other income (expense), net
Interest expense	(109)			(115)			(333)		(348)				6		5	%		15		4	%

Other income (expense), net	46			10			(18)		24				36		360%		(42)		nm
Total other expense	(63)			(105)			(351)		(324)				42		40	%		(27)		(8)	%
Income before income taxes	416			388			1,054		921				28		7	%		133		14	%
Income tax expense	(99)			(91)			(253)		(215)				(8)		(9)	%		(38)		(18)	%
Net income	$	317			$	297		$	801		$	706				$	20		7	%		$	95	13	%

nm - not meaningful

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SiriusXM Revenue

SiriusXM Subscriber Revenue includes fees charged for self-pay and paid promotional subscriptions, U.S. Music Royalty Fees and other ancillary fees.

For the three months ended September 30, 2026 and 2025, subscriber revenue was $1,500 and $1,497, respectively, an increase of $3. For the nine months ended September 30, 2026 and 2025, subscriber revenue was $4,491 and $4,466, respectively, an increase of 1%, or $25. The increases were primarily attributed to rate increases on certain self-pay plans, partially offset by the growing mix of value-added and more affordable subscription offerings designed to broaden access and strengthen long-term retention.

We expect SiriusXM subscriber revenue to remain relatively flat with higher pricing offset by declines in the number of average subscribers.

SiriusXM Advertising Revenue includes the sale of advertising on SiriusXM’s non-music channels and select music channels within ad-supported plans.

For the three months ended September 30, 2026 and 2025, advertising revenue was $37 and $39, respectively, a decrease of 5%, or $2. For the nine months ended September 30, 2026 and 2025, advertising revenue was $113 and $116, respectively, a decrease of 3%, or $3. The decreases were primarily due to the mix of advertising demand across channels.

We expect our SiriusXM advertising revenue to remain relatively flat as co-selling initiatives across our brands and platforms offset broadcast demand headwinds.

SiriusXM Equipment Revenue includes revenue and royalties from the sale of satellite radios, components and accessories.

For the three months ended September 30, 2026 and 2025, equipment revenue was $36 and $43, respectively, a decrease of 16%, or $7. For the nine months ended September 30, 2026 and 2025, equipment revenue was $113 and $130, respectively, a decrease of 13%, or $17. The decreases were driven by higher memory costs associated with our hardware.

We expect equipment revenue to decline primarily due to higher memory costs associated with our hardware.

SiriusXM Other Revenue includes service fee revenue from Sirius XM Canada, revenue from our connected vehicle services and ancillary revenues.

For the three months ended September 30, 2026 and 2025, other revenue was $31 and $32, respectively, a decrease of 3%, or $1. For each of the nine months ended September 30, 2026 and 2025, other revenue was $94.

We expect SiriusXM Other Revenue to remain relatively flat.

Pandora and Off-platform Revenue

Pandora and Off-platform Subscriber Revenue includes fees charged for Pandora Plus and Pandora Premium.

For the three months ended September 30, 2026 and 2025, Pandora and Off-platform subscriber revenue was $130 and $132, respectively, a decrease of 2%, or $2. For the nine months ended September 30, 2026 and 2025, Pandora and Off-platform subscriber revenue was $389 and $394, respectively, a decrease of 1%, or $5. The decreases were driven by a decline in the subscriber base.

We anticipate Pandora and Off-platform subscriber revenues to grow with higher pricing offsetting declines in the number of average subscribers.

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Pandora and Off-platform Advertising Revenue is generated primarily from audio, display and video advertising from on-platform and off-platform advertising.

For the three months ended September 30, 2026 and 2025, Pandora and Off-platform advertising revenue was $419 and $416, respectively, an increase of 1%, or $3. For the nine months ended September 30, 2026 and 2025, Pandora and Off-platform advertising revenue was $1,204 and $1,165, respectively, an increase of 3%, or $39. The increases were driven by revenue generated from podcasts, higher programmatic demand and technology fees, partially offset by reduced streaming music advertising driven by lower listening hours.

We expect Pandora and Off-platform advertising revenue to increase due to growth in off-platform monetization, including through podcasts and new partnerships, as well as higher technology fees.

Total Revenue

Total Revenue for the three months ended September 30, 2026 and 2025 was $2,153 and $2,159, respectively, a decrease of $6. Total Revenue for the nine months ended September 30, 2026 and 2025 was $6,404 and $6,365, respectively, an increase of 1%, or $39.

SiriusXM Cost of Services

SiriusXM Cost of Services includes revenue share and royalties, programming and content, customer service and billing, transmission and equipment expenses.

SiriusXM Revenue Share and Royalties include royalties for transmitting content, including streaming royalties, as well as revenue share agreements with automakers, content providers and advertisers.

For the three months ended September 30, 2026 and 2025, revenue share and royalties were $392 and $384, respectively, an increase of 2%, or $8, and increased as a percentage of total SiriusXM revenue. For the nine months ended September 30, 2026 and 2025, revenue share and royalties were $1,151 and $1,154, respectively, a decrease of $3, and decreased as a percentage of total SiriusXM revenue. The increase for the three month period was driven by higher royalties, partially offset by lower revenue share with content providers and automakers. The decrease for the nine month period was driven by lower revenue share with content providers and automakers, partially offset by higher webcasting royalties.

We expect our SiriusXM revenue share and royalty costs to remain relatively flat as a percentage of total SiriusXM revenue.

SiriusXM Programming and Content includes costs to acquire, create, promote and produce content. We have entered into agreements with third parties for music and non-music programming that require us to pay license fees and other amounts.

For the three months ended September 30, 2026 and 2025, programming and content expenses were $127 and $138, respectively, a decrease of 8%, or $11, and decreased as a percentage of total SiriusXM revenue. For the nine months ended September 30, 2026 and 2025, programming and content expenses were $394 and $412, respectively, a decrease of 4%, or $18, and decreased as a percentage of total SiriusXM revenue. The decreases were driven by lower content costs from contract renewals.

We expect our SiriusXM programming and content expenses to decline due to lower costs to obtain certain content.

SiriusXM Customer Service and Billing includes costs related to the operation and management of internal and third-party customer service centers, our subscriber management systems, billing and collection processes, bad debt expense, and transaction fees.

For the three months ended September 30, 2026 and 2025, customer service and billing expenses were $91 and $97, respectively, a decrease of 6%, or $6, and decreased as a percentage of total SiriusXM revenue. For the nine months ended September 30, 2026 and 2025, customer service and billing expenses were $269 and $283, respectively, a decrease of 5%, or $14, and decreased as a percentage of total SiriusXM revenue. The decreases were driven by lower call center costs resulting from greater automation and lower call volumes. The three-month period was partially offset by higher bad debt expense.

We expect our SiriusXM customer service and billing expenses to decrease as a result of reductions in call center costs.

SiriusXM Transmission consists of costs associated with the operation and maintenance of our terrestrial repeater networks; satellites; satellite telemetry, tracking and control systems; satellite uplink facilities; studios and delivery of our Internet and 360L streaming and connected vehicle services.

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For the three months ended September 30, 2026 and 2025, transmission expenses were $39 and $42, respectively, a decrease of 7%, or $3, and decreased as a percentage of total SiriusXM revenue. For the nine months ended September 30, 2026 and 2025, transmission expenses were $118 and $122, respectively, a decrease of 3%, or $4, and decreased as a percentage of total SiriusXM revenue. The decreases were driven primarily by lower 360L data costs.

We expect our SiriusXM transmission expenses to remain relatively flat.

SiriusXM Cost of Equipment includes costs from the sale of satellite radios, components and accessories and provisions for inventory allowance attributable to products purchased for resale in our direct-to-consumer distribution channels.

For the three months ended September 30, 2026 and 2025, cost of equipment was $1 and $2, respectively, a decrease of 50%, or $1, and decreased as a percentage of total SiriusXM revenue. For the nine months ended September 30, 2026 and 2025, cost of equipment was $4 and $6, respectively, a decrease of 33%, or $2, and decreased as a percentage of total SiriusXM revenue. The decreases were driven primarily by lower sales volumes.

We expect our SiriusXM cost of equipment to decrease due to lower sales volumes.

Pandora and Off-platform Cost of Services

Pandora and Off-platform Cost of Services includes revenue share and royalties, programming and content, customer service and billing and transmission expenses.

Pandora and Off-platform Revenue Share and Royalties includes licensing fees paid for streaming music, podcast content, and revenue share paid to third party publishers. Payments are made based on advertising impressions delivered or click-through actions, and these costs are recorded in the related period.

For the three months ended September 30, 2026 and 2025, revenue share and royalties were $334 and $337, respectively, a decrease of 1%, or $3, and decreased as a percentage of total Pandora and Off-platform revenue. For the nine months ended September 30, 2026 and 2025, revenue share and royalties were $994 and $976, respectively, an increase of 2%, or $18, and decreased as a percentage of total Pandora and Off-platform revenue. The decrease for the three month period was driven by lower listening hours, partially offset by higher podcast revenue share. The increase for the nine month period was driven by higher podcast revenue share.

We expect our Pandora and Off-platform revenue share and royalties to increase with the growth in our off-platform monetization, including through podcasts and new partnerships.

Pandora and Off-platform Programming and Content includes costs to produce owned and operated podcasts, live listener events and promote content.

For each of the three months ended September 30, 2026 and 2025, programming and content expenses were $16, and decreased as a percentage of total Pandora and Off-platform revenue. For the nine months ended September 30, 2026 and 2025, programming and content expenses were $45 and $46, respectively, a decrease of 2%, or $1, and decreased as a percentage of total Pandora and Off-platform revenue.

We expect our Pandora and Off-platform programming and content costs to increase slightly.

Pandora and Off-platform Customer Service and Billing includes transaction fees on subscription purchases through mobile app stores and bad debt expense.

For the three months ended September 30, 2026 and 2025, customer service and billing expenses were $18 and $19, respectively, a decrease of 5%, or $1, and decreased as a percentage of total Pandora and Off-platform revenue. For each of the nine months ended September 30, 2026 and 2025, customer service and billing expenses were $56, and decreased as a percentage of total Pandora and Off-platform revenue.

We expect Pandora and Off-platform customer service and billing to increase due to higher subscription revenue.

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Pandora and Off-platform Transmission includes costs associated with content streaming, maintaining our streaming radio and on-demand subscription services and creating and serving advertisements through third-party ad servers.

For the three months ended September 30, 2026 and 2025, Pandora and Off-platform transmission expenses were $9 and $7, respectively, an increase of 29%, or $2, and increased as a percentage of total Pandora and Off-platform revenue. For the nine months ended September 30, 2026 and 2025, Pandora and Off-platform transmission expenses were $26 and $22, respectively, an increase of 18%, or $4, and increased as a percentage of total Pandora and Off-platform revenue. The increases were primarily driven by higher cloud costs.

We expect Pandora and Off-platform transmission costs to increase as a result of higher cloud costs to support revenue growth.

Operating Costs

Subscriber Acquisition Costs are costs associated with our satellite radio service. These include hardware subsidies paid to radio manufacturers, distributors and automakers; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations and freight. The majority of subscriber acquisition costs are incurred and expensed in advance of acquiring a subscriber. Subscriber acquisition costs do not include advertising costs, marketing, loyalty payments to distributors and dealers of satellite radios or revenue share payments to automakers and retailers of satellite radios.

For each of the three months ended September 30, 2026 and 2025, subscriber acquisition costs were $107, and increased as a percentage of total revenue. For the nine months ended September 30, 2026 and 2025, subscriber acquisition costs were $316 and $314, respectively, an increase of 1%, or $2, and increased as a percentage of total revenue.

We expect subscriber acquisition costs to increase due to contractual increases of subsidy rates with certain automakers.

Sales and Marketing includes costs for marketing, advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing; and personnel related costs including salaries, commissions, and sales support. Marketing costs include expenses related to direct mail, outbound telemarketing, email communications, social media, television and performance media and third party promotional offers.

For the three months ended September 30, 2026 and 2025, sales and marketing expenses were $179 and $186, respectively, a decrease of 4%, or $7, and decreased as a percentage of total revenue. For the nine months ended September 30, 2026 and 2025, sales and marketing expenses were $554 and $561, respectively, a decrease of 1%, or $7, and decreased as a percentage of total revenue. The decreases were primarily attributable to more efficient in-car subscriber acquisition spending.

We expect sales and marketing expenses to increase as we invest in brand and content marketing to support long-term subscriber acquisition and retention.

Product and Technology consists primarily of compensation and related costs to develop chipsets and new products and services, including streaming and connected vehicle services, research and development for broadcast information systems and the design and development costs to incorporate SiriusXM radios into new vehicles manufactured by automakers.

For the three months ended September 30, 2026 and 2025, product and technology expenses were $64 and $62, respectively, an increase of 3%, or $2, and increased as a percentage of total revenue. For the nine months ended September 30, 2026 and 2025, product and technology expenses were $189 and $191, respectively, a decrease of 1%, or $2, and decreased as a percentage of total revenue.

We expect product and technology expenses to increase primarily due to higher cloud infrastructure costs, investments in artificial intelligence, as well as targeted investments to grow revenue and support value-driving initiatives.

General and Administrative primarily consists of compensation and related costs for personnel and facilities, and includes costs related to our finance, legal, human resources and information technology departments.

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For the three months ended September 30, 2026 and 2025, general and administrative expenses were $121 and $119, respectively, an increase of 2%, or $2, and increased as a percentage of total revenue. For the nine months ended September 30, 2026 and 2025, general and administrative expenses were $379 and $407, respectively, a decrease of 7%, or $28, and decreased as a percentage of total revenue. The increase for the three month period was driven by higher legal costs, including the impact of a legal settlement recovery recorded in the prior-year period. The decrease for the nine month period was driven by lower legal and personnel-related costs, partially offset by certain state tax litigation recoveries recorded in 2025.

We expect our general and administrative expenses, excluding the impact of any past or future litigation insurance recoveries and settlement reserves, to decline due to lower technology, employee-related and rent costs.

Depreciation and Amortization reflects the allocation of the costs of assets used in operations such as our satellite constellations, property, equipment and intangible assets over their estimated service lives.

For the three months ended September 30, 2026 and 2025, depreciation and amortization expense was $166 and $141, respectively. For the nine months ended September 30, 2026 and 2025, depreciation and amortization expense was $482 and $406, respectively. The increases were primarily associated with a change in the estimated useful life of our Sirius FM-6 satellite as well as additional assets placed in service. The change in the useful life of the Sirius FM-6 satellite is expected to add $60 of incremental depreciation expense for the fiscal year 2026 and will be fully depreciated by December 2026.

Impairment, Restructuring and Other Costs represents impairment charges associated with the carrying amount of an asset exceeding the asset's fair value, restructuring expenses associated with contract terminations, the abandonment of certain leased office spaces as well as employee severance charges and other charges associated with organizational changes in connection with the Transactions.

For the three months ended September 30, 2026 and 2025, impairment, restructuring and other costs were $10 and $9, respectively. For the nine months ended September 30, 2026 and 2025, impairment, restructuring and other costs were $22 and $164, respectively. During the three months ended September 30, 2026, we recorded $5 associated with restructuring charges and $5 associated with severance and other employee costs. During the nine months ended September 30, 2026, we recorded charges of $14 associated with restructuring charges and $8 associated with severance and other employee costs. During the three months ended September 30, 2025, we recorded Transaction related costs of $6 and other restructuring related costs of $3. During the nine months ended September 30, 2025, we recorded a charge of $109 associated with impairments related to terminated software projects, other restructuring related costs of $25, severance and other employee costs of $24 and Transaction related costs of $6.

Other (Expense) Income

Interest Expense represents the cost of interest on outstanding debt.

For the three months ended September 30, 2026 and 2025, interest expense was $109 and $115, respectively. For the nine months ended September 30, 2026 and 2025, interest expense was $333 and $348, respectively. The decreases were primarily driven by a lower average outstanding debt balance.

Other (Expense) Income, Net primarily includes realized and unrealized gains and losses from our debt measured at fair value, our Deferred Compensation Plan and other investments, intergroup interests, interest and dividend income, our share of the income or loss from equity investments and transaction costs related to non-operating investments.

For the three months ended September 30, 2026 and 2025, other income, net was $46 and $10, respectively. For the nine months ended September 30, 2026 and 2025, other (expense) income, net was $(18) and $24, respectively. During the three months ended September 30, 2026, we recorded unrealized gains on debt measured at fair value and earnings on unconsolidated entity investments. During the nine months ended September 30, 2026, we recorded unrealized losses on debt measured at fair value, trading gains associated with the investments held for our Deferred Compensation Plan, and earnings on unconsolidated entity investments. During the three and nine months ended September 30, 2025, we recorded unrealized gains on debt measured at fair value, trading gains associated with the investments held for our Deferred Compensation Plan, and earnings on unconsolidated entity investments.

Income Taxes

Income Tax Expense includes the change in our deferred tax assets, current federal and state tax expenses and foreign withholding taxes.

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For the three months ended September 30, 2026 and 2025, income tax expense was $99 and $91, respectively. For the nine months ended September 30, 2026 and 2025, income tax expense was $253 and $215, respectively.

Our effective tax rate for the three months ended September 30, 2026 and 2025 was 23.8% and 23.5%, respectively. Our effective tax rate for the nine months ended September 30, 2026 and 2025 was 24.0% and 23.3%, respectively. The effective tax rate for the three and nine months ended September 30, 2026 and 2025 were primarily driven by federal and state income tax expense, tax losses related to share-based compensation, partially offset by certain tax credits.

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Key Financial and Operating Performance Metrics

In this section, we present certain financial performance measures, some of which are presented as Non-GAAP items, which include free cash flow and adjusted EBITDA. We also present certain operating performance measures. Our adjusted EBITDA excludes the impact of share-based payment expense. Additionally, when applicable, our adjusted EBITDA metric excludes the effect of significant items that do not relate to the on-going performance of our business. We use these Non-GAAP financial and operating performance measures to manage our business, to set operational goals and as a basis for determining performance-based compensation for our employees. See the accompanying Glossary for more details and for the reconciliation to the most directly comparable GAAP measure (where applicable).

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. Please refer to the Glossary for a further discussion of such Non-GAAP financial and operating performance measures and reconciliations to the most directly comparable GAAP measure (where applicable). 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 included in Pandora's subscriber count.

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Set forth below are our subscriber balances as of September 30, 2026 compared to September 30, 2025.


	As of September 30,	2026 vs 2025 Change
(subscribers in thousands)	2026	2025		Amount	%
SiriusXM
Self-pay subscribers	31,260		31,235		25	—	%
Paid promotional subscribers	1,594		1,573		21	1	%
Ending subscribers	32,854		32,808		46	—	%

Sirius XM Canada subscribers	2,437		2,491		(54)	(2)	%

Pandora and Off-platform
Monthly active users - all services	38,812		41,562		(2,750)	(7)	%
Self-pay subscribers	5,514		5,691		(177)	(3)	%

The following table contains our Non-GAAP financial and operating performance measures which are based on our adjusted results of operations for the three and nine months ended September 30, 2026 and 2025.


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,		2026 vs 2025 Change
			Three Months		Nine Months
(subscribers in thousands)	2026		2025		2026		2025				Amount	%		Amount		%
SiriusXM
Self-pay subscribers	5			(40)			(84)			(411)				45			113	%		327			80	%
Paid promotional subscribers	(20)			51			12			(7)				(71)			(139)	%		19			271	%
Net additions	(15)			11			(72)			(418)				(26)			(236)	%		346			83	%
Weighted average number of subscribers	32,832			32,749			32,797			32,801				83			—	%		(4)			—	%
Average self-pay monthly churn	1.5	%		1.6	%		1.4	%		1.5	%			(0.1)	%		(6)	%		(0.1)	%		(7)	%
ARPU (1)	$	15.18			$	15.19			$	15.17		$	15.09					$	(0.01)			—	%		$	0.08	1	%
SAC, per installation	$	22.36			$	19.37			$	20.84		$	18.74					$	2.99			15	%		$	2.10	11	%

Pandora and Off-platform



Weighted average number of subscribers	5,572			5,703			5,609			5,702				(131)			(2)	%		(93)			(2)	%

Ad supported listener hours (in billions)	2.25			2.49			6.82			7.43				(0.24)			(10)	%		(0.61)			(8)	%
Advertising revenue per thousand listener hours (RPM)	$	91.63			$	91.24			$	87.82		$	88.14					$	0.39			—	%		$	(0.32)	—	%



Total Company
Adjusted EBITDA	$	694			$	676			$	2,051		$	1,974					$	18			3	%		$	77	4	%
Free cash flow	$	293			$	257			$	1,057		$	715					$	36			14	%		$	342	48	%

(1) ARPU for SiriusXM excludes subscriber revenue from our connected vehicle services of $42 and $43 for the three months ended September 30, 2026 and 2025, respectively, and $127 for each of the nine months ended September 30, 2026 and 2025.

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SiriusXM

Subscribers. At September 30, 2026, SiriusXM had 32,854 subscribers, an increase of 46, from the 32,808 subscribers as of September 30, 2025. Our subscriber base increased primarily due to reductions in vehicle-related and non-pay churn as well as growth in new initiatives, partially offset by slightly lower conversion rates.

For the three months ended September 30, 2026 and 2025, net subscriber additions were (15) and 11, respectively, a decrease of 26. For the nine months ended September 30, 2026 and 2025, net subscriber additions were (72) and (418), respectively, an improvement of 346. Self-pay net additions improved primarily due to growth in Companion Plans, Continuous Service and extended-duration dealer programs, partially offset by lower conversion rates. Paid promotional net additions declined in the third quarter, reflecting lower vehicle sales and trial starts, as well as changes in automaker promotional programs, including shifts to unpaid or shorter-duration trials. For the nine-month period, paid promotional net additions improved year-over-year, supported by stronger vehicle sales in the first half of 2026.

Sirius XM Canada Subscribers. At September 30, 2026, Sirius XM Canada had approximately 2,437 subscribers, a decrease of 54, or 2%, from the approximately 2,491 Sirius XM Canada subscribers as of September 30, 2025.

Average Self-pay Monthly Churn is derived by dividing the monthly average of self-pay deactivations for the period by the average number of self-pay subscribers for the period. (See accompanying Glossary for more details.)

For the three months ended September 30, 2026 and 2025, our average self-pay monthly churn rate was 1.5% and 1.6%, respectively. For the nine months ended September 30, 2026 and 2025, our average self-pay monthly churn rate was 1.4% and 1.5%, respectively. The decreases were driven by lower vehicle-related and non-pay churn, partially offset by slightly higher voluntary churn.

ARPU is derived from total earned SiriusXM subscriber revenue (excluding revenue derived from our connected vehicle services) and net advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. (See the accompanying Glossary for more details.)

For the three months ended September 30, 2026 and 2025, ARPU was $15.18 and $15.19, respectively. For the nine months ended September 30, 2026 and 2025, ARPU was $15.17 and $15.09, respectively. ARPU remained relatively stable for the three month period, reflecting rate increases on certain self-pay plans and improved discount mix, offset by the growing mix of more affordable and value-added offerings. The increase for the nine month period was driven by rate increases on certain self-pay plans, partially offset by the impact of more affordable and value-added offerings.

SAC, Per Installation, is derived from subscriber acquisition costs and margins from the sale of radios, components and accessories (excluding connected vehicle services), divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. (See the accompanying Glossary for more details.)

For the three months ended September 30, 2026 and 2025, SAC, per installation, was $22.36 and $19.37, respectively. For the nine months ended September 30, 2026 and 2025, SAC, per installation, was $20.84 and $18.74, respectively. The increases were driven by higher memory costs, increased production from certain automakers with higher subsidy rates, and migration to higher cost chipsets with enhanced technology.

Pandora and Off-platform

Monthly Active Users. At September 30, 2026, Pandora had approximately 38,812 monthly active users, a decrease of 2,750 monthly active users, or 7%, from the 41,562 monthly active users as of September 30, 2025. The decrease in monthly active users was driven by lower new user acquisition and continued attrition among existing listeners.

Subscribers. At September 30, 2026, Pandora had approximately 5,514 subscribers, a decrease of 177, or 3%, from the approximately 5,691 subscribers as of September 30, 2025, primarily reflecting lower subscriber acquisition and continued churn.

Ad supported listener hours are a key indicator of our Pandora business and the engagement of our Pandora listeners. We include ad supported listener hours related to Pandora's non-music content offerings in the definition of listener hours.

For the three months ended September 30, 2026 and 2025, ad supported listener hours were 2,248 and 2,494, respectively, a decrease of 10%, or 246. For the nine months ended September 30, 2026 and 2025, ad supported listener hours were 6,823 and 7,425, respectively, a decrease of 8%, or 602. The decreases were primarily driven by the decline in monthly active users.

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RPM is a key indicator of our ability to monetize advertising inventory created by listener hours on the Pandora services. Ad RPM is calculated by dividing advertising revenue by the number of thousands of listener hours of our Pandora advertising-based service.

For the three months ended September 30, 2026 and 2025, RPM was $91.63 and $91.24, respectively. For the nine months ended September 30, 2026 and 2025, RPM was $87.82 and $88.14, respectively. The increase for the three month period was driven by improved monetization on programmatic and non-programmatic advertising. The decrease for the nine month period was driven by lower streaming music advertising demand amid increased competition for digital advertising spending, partially offset by growth in programmatic advertising.

Total Company

Adjusted EBITDA. EBITDA is defined as net income (loss) before interest expense, income tax expense and depreciation and amortization. Adjusted EBITDA excludes the impact of other expense (income), loss on extinguishment of debt, impairment, restructuring and other costs, other non-cash charges such as share-based payment expense, and legal settlements and reserves (if applicable). (See the accompanying Glossary for a reconciliation to GAAP and for more details.)

For the three months ended September 30, 2026 and 2025, adjusted EBITDA was $694 and $676, respectively, an increase of 3%, or $18. For the nine months ended September 30, 2026 and 2025, adjusted EBITDA was $2,051 and $1,974, respectively, an increase of 4%, or $77. The increase during the three month period was primarily driven by lower cost of services and decreased sales and marketing reflecting continued cost efficiencies and disciplined expense management. The increase during the nine month period was driven by higher subscriber and advertising revenue as well as lower cost of services, product and technology, sales and marketing and general and administrative expenses driven by disciplined cost management and operational efficiency.

Free Cash Flow includes cash provided by operations, net of additions to property and equipment, and restricted and other investment activity. (See the accompanying Glossary for a reconciliation to GAAP and for more details.)

For the three months ended September 30, 2026 and 2025, free cash flow was $293 and $257, respectively, an increase of 14%, or $36. For the nine months ended September 30, 2026 and 2025, free cash flow was $1,057 and $715, respectively, an increase of 48%, or $342. The increase during the three month period was driven by higher adjusted EBITDA, favorable working capital, lower interest expense and reduced capital expenditures. The increase during the nine month period was driven by higher adjusted EBITDA, favorable working capital, lower interest expense and reduced capital expenditures and cash taxes paid.

Liquidity and Capital Resources

The following table presents a summary of our cash flow activity for the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025.


	For the Nine Months Ended September 30,
(in millions)	2026		2025				2026 vs 2025
Net cash provided by operating activities	$	1,450			$	1,218			$	232
Net cash used in investing activities	(509)			(588)				79
Net cash used in financing activities	(825)			(713)				(112)
Net increase (decrease) in cash, cash equivalents and restricted cash	116			(83)				199
Cash, cash equivalents and restricted cash at beginning of period	102			170				(68)
Cash, cash equivalents and restricted cash at end of period	$	218			$	87			$	131

Cash Flows Provided by Operating Activities

Cash flows provided by operating activities increased by $232 to $1,450 for the nine months ended September 30, 2026 from $1,218 for the nine months ended September 30, 2025.

Our largest source of cash provided by operating activities is cash generated by subscription and subscription-related revenues. We also generate cash from the sale of advertising through the Pandora and Off-platform business, advertising on certain non-music and select music channels on SiriusXM and the sale of satellite radios, components and accessories. Our primary uses of cash from operating activities include revenue share and royalty payments to distributors, programming and content providers and payments to radio manufacturers, distributors and automakers. In addition, uses of cash from operating

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activities include payments to vendors to service, maintain and acquire listeners and subscribers, general corporate expenditures and compensation and related costs.

Cash Flows Used in Investing Activities

Cash flows used in investing activities in the nine months ended September 30, 2026 were primarily due to spending for capitalized software and hardware, the construction of satellites, acquisitions of tax-effective investments for total cash consideration of $96 and a cost method investment for total cash consideration of $20. Cash flows used in investing activities in the nine months ended September 30, 2025 were primarily due to spending for capitalized software and hardware, the construction of satellites and acquisitions of tax-effective investments for total cash consideration of $85. We spent $262 and $292 on capitalized software and hardware as well as $108 and $186 to construct satellites during the nine months ended September 30, 2026 and 2025, respectively.

Cash Flows Used in Financing Activities

Cash flows used in financing activities consists of the issuance and repayment of long-term debt, purchases of our common stock, the payment of cash dividends and taxes paid in lieu of shares issued for stock-based compensation. Proceeds from long-term debt have been used to fund our operations, construct and launch new satellites, fund acquisitions, invest in other infrastructure improvements and purchase shares of our common stock.

Cash flows used in financing activities in the nine months ended September 30, 2026 were primarily due to the repayment of $2,670 of debt, the payment of cash dividends of $273, the purchase and retirement of shares of our common stock under our repurchase program of $61 and the payment of $50 for taxes in lieu of shares issued for share-based compensation, partially offset by proceeds from debt borrowings of $2,229. Long-term debt proceeds and repayments are reported gross within the statement of cash flows and primarily relate to the Delayed Draw Incremental Term Loan and the Credit Facility (as defined in Note 11 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

Cash flows used in financing activities in the nine months ended September 30, 2025 were primarily due to the repayment of $1,597 of debt, the payment of cash dividends of $274, the purchase and retirement of shares of our common stock under our repurchase program of $91 and the payment of $27 for taxes in lieu of shares issued for share-based compensation, partially offset by proceeds from debt borrowings of $1,282. Long-term debt proceeds and repayments are reported gross within the statement of cash flows and primarily relate to the Delayed Draw Incremental Term Loan and the Credit Facility (as defined in Note 11 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and the Credit Facility.

Future Liquidity and Capital Resource Requirements

Based upon our current business plans, we expect to fund operating expenses, capital expenditures, including the construction of replacement satellites, working capital requirements, interest payments, taxes and scheduled maturities of our debt with existing cash, cash flow from operations and borrowings under the Credit Facility. As of September 30, 2026, $2,000 was available for future borrowing under the Credit Facility. We believe that we have sufficient cash and cash equivalents, as well as debt capacity, to cover our estimated short and long-term funding needs, including upcoming maturities of debt, amounts to construct, launch and insure replacement satellites, as well as fund future stock repurchases and dividend payments and to pursue strategic opportunities.

Our ability to meet our debt and other obligations depends on our future operating performance and on economic, financial, competitive and other factors.

We regularly evaluate our business plans and strategy. These evaluations often result in changes to our business plans and strategy, some of which may be material and significantly change our cash requirements. These changes in our business plans or strategy may include: the acquisition of unique or compelling programming; the development and introduction of new features or services; significant new or enhanced distribution arrangements; investments in infrastructure, such as satellites, equipment or radio spectrum and acquisitions and investments, including acquisitions and investments that are not directly related to our existing business.

We may from time to time purchase our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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We have made, and expect to continue to make, certain tax-efficient equity investments in clean energy technologies, including industrial carbon capture and storage. These investments are expected to produce tax credits and related tax losses. The payments on these equity investments will be classified as investing activities from a cash flow perspective, while the tax credits and losses will benefit our federal cash taxes in operating activities.

Stock Repurchase Program

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. The board of directors did not establish an end date for this stock repurchase program. Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in privately negotiated transactions, including in accelerated stock repurchase transactions, or otherwise. We intend to fund any stock repurchases through a combination of cash on hand, cash generated by operations and future borrowings. The size and timing of any purchases will be based on a number of factors, including price and business and market conditions. As of September 30, 2026, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 9 shares for $203, and $963 remained available for additional repurchases under our existing stock repurchase program authorization.

Dividend

Debt Covenants

The credit agreement governing the Credit Facility includes restrictive covenants. In addition, the indentures governing SiriusXM’s senior notes also contain covenants that, among other things, limit SiriusXM’s ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate or transfer, lease, assign or otherwise dispose of all or substantially all of Sirius XM Radio LLC’s assets. As of September 30, 2026, we were in compliance with such covenants. For a discussion of our “Debt Covenants,” refer to Note 11 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements other than those disclosed in Note 14 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Contractual Cash Commitments

For a discussion of our “Contractual Cash Commitments,” refer to Note 14 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.

Related Party Transactions

For a discussion of “Related Party Transactions,” refer to Note 10 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

For a discussion of our “Critical Accounting Policies and Estimates,” refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

There have been no material changes to our critical accounting policies and estimates since December 31, 2025.

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Glossary

Self-pay subscriber - a self-pay subscriber is a user that, as of the date of determination, was party to a customer agreement with SiriusXM or Pandora, and (i) has paid or agreed to pay a subscription fee, including at a promotional price, or (ii) the subscription fee has been paid by an automaker for a period of three years or greater. For subscription plans that entitle the customer to multiple registered users, each registered user under such plan is counted as a self-pay subscriber. Lifetime subscribers to the SiriusXM service are counted as self-pay subscribers because they are party to a customer agreement with SiriusXM and have paid a subscription fee, although in almost all cases the revenue from such subscriptions have been fully recognized in prior periods. Our new continuous service practices allow for subscribers to keep their subscription active even when it is not linked to a vehicle. Certain users that are party to a customer agreement with SiriusXM or Pandora and have paid or agreed to pay a small promotional price for a trial subscription are not counted as self-pay subscribers because the promotional price is considered to be de minimis and, in management's view, the payment is not indicative of the user’s intent to subscribe to the service in the near-term.

Paid promotional subscriber - a paid promotional subscriber is a user that, as of the date of determination, has their subscription fee paid for by a third party, for a fixed trial subscription period, which typically range from one to twelve months but is less than three years. We count prepaid shipped but not activated vehicles as paid promotional subscribers.

Monthly active users - the number of distinct registered users on the Pandora services, including subscribers, which have consumed content within the trailing 30 days to the end of the final calendar month of the period. The number of monthly active users on the Pandora services may overstate the number of unique individuals who actively use our Pandora service, as one individual may use multiple accounts. To become a registered user on the Pandora services, a person must sign-up using an email address or access our service using a device with a unique identifier, which we use to create an account for our service.

Average self-pay monthly churn - for in-car and retail radio subscriptions, the SiriusXM monthly average of self-pay deactivations for the period divided by the average number of self-pay subscribers for the period.

Adjusted EBITDA - EBITDA is defined as net income (loss) before interest expense, income tax expense and depreciation and amortization. Adjusted EBITDA is a Non-GAAP financial measure that excludes or adjusts for the impact of other expense (income), gain/loss on extinguishment of debt, impairment, restructuring and other costs, other non-cash charges such as share-based payment expense and legal settlements and reserves (if applicable). We believe adjusted EBITDA is a useful measure of the underlying trend of our operating performance, which provides useful information about our business apart from the costs associated with our capital structure and purchase price accounting. We believe investors find this Non-GAAP financial measure useful when analyzing our past operating performance with our current performance and comparing our operating performance to the performance of other communications, entertainment and media companies. We believe investors use adjusted EBITDA to estimate our current enterprise value and to make investment decisions. As a result of large capital investments in our satellite radio system, our results of operations reflect significant charges for depreciation expense. We believe the exclusion of share-based payment expense is useful as it is not directly related to the operational conditions of our business. We also believe the exclusion of the legal settlements and reserves, impairment, restructuring and other costs, to the extent they occur during the period, is useful as they are significant expenses not incurred as part of our normal operations for the period.

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Adjusted EBITDA has certain limitations in that it does not take into account the impact to our consolidated statements of comprehensive income of certain expenses, including share-based payment expense. We endeavor to compensate for the limitations of the Non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the Non-GAAP measure. Investors that wish to compare and evaluate our operating results after giving effect for these costs should refer to net income as disclosed in our consolidated statements of comprehensive income. Since adjusted EBITDA is a Non-GAAP financial performance measure, our calculation of adjusted EBITDA may be susceptible to varying calculations; may not be comparable to other similarly titled measures of other companies and should not be considered in isolation, as a substitute for or superior to measures of financial performance prepared in accordance with GAAP. The reconciliation of net income (loss) to adjusted EBITDA is calculated as follows:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2026		2025		2026		2025
Net income:	$	317			$	297		$	801	$	706
Add back items excluded from Adjusted EBITDA:
Legal settlements and reserves	1			(9)			2		19

Impairment, restructuring and other costs	10			9			22		164
Share-based payment expense (1)	38			42			140		140
Depreciation and amortization	166			141			482		406

Interest expense	109			115			333		348

Other expense (income), net	(46)			(10)			18		(24)
Income tax expense	99			91			253		215




Adjusted EBITDA	$	694			$	676		$	2,051	$	1,974

(1)Allocation of share-based payment expense:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2026		2025		2026		2025
Programming and content	$	7			$	9		$	29	$	28
Customer service and billing	1			1			4		4
Transmission	2			1			5		5
Sales and marketing	10			10			33		36
Product and technology	8			8			27		26
General and administrative	10			13			42		41
Total share-based payment expense	$	38			$	42		$	140	$	140

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Free cash flow - is derived from cash flow provided by operating activities, net of additions to property and equipment and purchases of other investments. Free cash flow is a metric that our management and board of directors use to evaluate the cash generated by our operations, net of capital expenditures and other investment activity. In a capital intensive business, with significant investments in satellites, we look at our operating cash flow, net of these investing cash outflows, to determine cash available for future subscriber acquisition and capital expenditures, to repurchase or retire debt, to acquire other companies and to evaluate our ability to return capital to stockholders. We exclude from free cash flow certain items that do not relate to the on-going performance of our business, such as cash flows related to acquisitions, strategic and short-term investments, including tax efficient investments in clean energy as well as net loan activity with related parties and other equity investees. We believe free cash flow is an indicator of the long-term financial stability of our business. Free cash flow, which is reconciled to “Net cash provided by operating activities,” is a Non-GAAP financial measure. This measure can be calculated by deducting amounts under the captions “Additions to property and equipment” and deducting or adding Restricted and other investment activity from “Net cash provided by operating activities” from the consolidated statements of cash flows. Free cash flow should be used in conjunction with other GAAP financial performance measures and may not be comparable to free cash flow measures presented by other companies. Free cash flow should be viewed as a supplemental measure rather than an alternative measure of cash flows from operating activities, as determined in accordance with GAAP. Free cash flow is limited and does not represent remaining cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt maturities. We believe free cash flow provides useful supplemental information to investors regarding our current cash flow, along with other GAAP measures (such as cash flows from operating and investing activities), to determine our financial condition and to compare our operating performance to other communications, entertainment and media companies. Free cash flow is calculated as follows:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2026		2025		2026		2025
Cash Flow Information
Net cash provided by operating activities	$	457			$	430		$	1,450	$	1,218
Net cash used in investing activities	(184)			(191)			(509)		(588)
Net cash used in financing activities	(237)			(252)			(825)		(713)
Free Cash Flow
Net cash provided by operating activities	457			430			1,450		1,218
Additions to property and equipment	(166)			(175)			(401)		(509)
Sales of other investments	2			2			8		6

Free Cash Flow	$	293			$	257		$	1,057	$	715

ARPU - SiriusXM ARPU is derived from total earned subscriber revenue (excluding revenue associated with our connected vehicle services) and advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period.

Subscriber acquisition cost, per installation - or SAC, per installation, is derived from subscriber acquisition costs less margins from the sale of radios and accessories (excluding connected vehicle services), divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. SAC, per installation, is calculated as follows:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2026		2025		2026		2025
Subscriber acquisition costs, excluding connected vehicle services	$	107			$	107		$	316	$	314
Less: margin from sales of radios and accessories, excluding connected vehicle services	(35)			(41)			(109)		(124)
	$	72			$	66		$	207	$	190
Installations (in thousands)	3,240			3,350			9,980		10,124
SAC, per installation (a)	$	22.36			$	19.37		$	20.84	$	18.74

(a)Amounts may not recalculate due to rounding.

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Ad supported listener hours - is based on the total bytes served over our Pandora advertising supported platforms for each track that is requested and served from our Pandora servers, as measured by our internal analytics systems, whether or not a listener listens to the entire track. For non-music content such as podcasts, episodes are divided into approximately track-length parts, which are treated as tracks. To the extent that third-party measurements of advertising hours are not calculated using a similar server-based approach, the third-party measurements may differ from our measurements.

RPM - is calculated by dividing advertising revenue, excluding AdsWizz and other off-platform revenue, by the number of thousands of listener hours on our Pandora advertising-based service.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations. Market risk refers to the risk of loss arising from adverse changes in stock prices and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long- and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity and (ii) issuing variable rate debt with appropriate maturities and interest rates. As of September 30, 2026, we had $9,325 million principal amount of fixed rate debt with a weighted average interest rate of 4.6%.

ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

As of September 30, 2026, an evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and principal accounting and financial officer (the “Executives”), 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). Based on that evaluation, the Executives concluded that our disclosure controls and procedures were effective as of September 30, 2026.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a discussion of our “Legal Proceedings,” refer to Note 14 to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q.

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ITEM 1A. RISK FACTORS

There have been no other material changes in the risk factors previously disclosed in response to Part I, “Item 1A. Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 5, 2026, other than as updated in Part II, “Item 1A. Risk Factors,” in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 9, 2024, our board of directors approved for repurchase an aggregate of $1.166 billion of our common stock. The board of directors did not establish an end date for this stock repurchase program. Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including in accelerated stock repurchase transactions, or otherwise. We intend to fund any stock repurchases through a combination of cash on hand, cash generated by operations and future borrowings. The size and timing of any purchases will be based on a number of factors, including price and business and market conditions.

As of September 30, 2026, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 9 million shares for $203 million, and $963 million remained available for additional repurchases under our existing stock repurchase program authorization.

The following table provides information about our purchases of equity securities registered pursuant to Section 12 of the Exchange Act, as amended, during the quarter ended September 30, 2026:


Period	Total Number of Shares Purchased	Average Price Paid Per Share (a)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
July 1, 2026 - July 31, 2026	344,702		$	30.63		344,702	$	985,560,500
August 1, 2026 - August 31, 2026	377,452		$	28.96		377,452	$	974,630,732
September 1, 2026 - September 30, 2026	414,962		$	27.79		414,962	$	963,100,967
Total	1,137,116		$	29.04		1,137,116

(a)These amounts include fees and commissions associated with the shares repurchased.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Plan Elections

During the three months ended September 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

ITEM 6. EXHIBITS

See Exhibit Index attached hereto, which is incorporated herein by reference.

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EXHIBIT INDEX

Exhibit

Description

2.1†

Reorganization Agreement, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation and Liberty Sirius XM Holdings Inc. (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on December 13, 2023 (File No. 001-34295)).

2.2†

First Amendment, dated as of June 16, 2024, to the Reorganization Agreement, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation and Liberty Sirius XM Holdings Inc. (incorporated by reference to Exhibit 10.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on June 17, 2024 (File No. 001-34295)).

2.3†

Agreement and Plan of Merger, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation, Liberty Sirius XM Holdings Inc. and Radio Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on December 13, 2023 (File No. 001-34295)).

2.4†

First Amendment, dated as of June 16, 2024, to the Agreement and Plan of Merger, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation, Liberty Sirius XM Holdings Inc. and Radio Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on June 17, 2024 (File No. 001-34295)).

3.1

Amended and Restated Certificate of Incorporation of Liberty Sirius XM Holdings Inc. (incorporated by reference to Exhibit 3.1 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No. 001-34295)).

3.2

Amended and Restated Bylaws of Liberty Sirius XM Holdings Inc. (incorporated by reference to Exhibit 3.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K filed on September 10, 2024 (File No. 001-34295)).

10.1

Separation Agreement and General Release of Claims, dated as of July 29, 2026, between Sirius XM Holdings Inc. 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 July 30, 2026 (File No. 001-34295)).

31.1

Rule 13a-14(a)/15d-14(a) Certification*

31.2

Rule 13a-14(a)/15d-14(a) Certification*

Section 1350 Certification**

101.INS

Inline XBRL Instance Document* - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document*

101.CAL

Inline XBRL Taxonomy Calculation Linkbase Document*

101.LAB

Inline XBRL Taxonomy Label Linkbase Document*

101.PRE

Inline XBRL Taxonomy Presentation Linkbase Document*

101.DEF

Inline XBRL Taxonomy Definition Document*

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________


*	Filed herewith
**	Furnished herewith
†	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Sirius XM Holdings Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission (“SEC”); provided, however, that Sirius XM Holdings Inc. 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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The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them other than for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document as of the date they were made and may not describe the actual state of affairs for any other purpose or at any other time.

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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 thereunto duly authorized.

SIRIUS XM HOLDINGS INC.

Dated:

October 29, 2026

By:

/s/ ZAC COUGHLIN

Zac Coughlin

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Authorized Officer)

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