SIRIUS XM HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)Business & Basis of Presentation

General

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All significant intercompany accounts and transactions have been eliminated in the unaudited consolidated financial statements. In the opinion of our management, all normal recurring adjustments necessary for a fair presentation of our unaudited consolidated financial statements as of September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025 have been made. Interim results are not necessarily indicative of the results that may be expected for a full year. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on February 5, 2026.

These unaudited consolidated financial statements refer to Sirius XM Holdings Inc. as “Sirius XM Holdings,” “the Company,” “us,” “we” and “our” in these notes to the unaudited consolidated financial statements. “SiriusXM” refers to Sirius XM Holdings’ wholly owned subsidiaries, Sirius XM Inc., Sirius XM Radio LLC and its subsidiaries other than Pandora. “Pandora” refers to SiriusXM's wholly owned subsidiary Pandora Media, LLC and its subsidiaries.

Public companies are required to disclose certain information about their reportable operating segments. Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we havetwo reportable segments as our chief operating decision maker, who is the Chief Executive Officer of Sirius XM Holdings, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 16 for information related to our segments.

We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements. For a discussion of subsequent events that do not require adjustment to our unaudited consolidated financial statements, refer to Note 17.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, fair value measurement of non-financial instruments, depreciable lives of our satellites, share-based payment expense and income taxes.

Liberty Media 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.

Business

We operatetwo complementary audio entertainment businesses - our “SiriusXM” business and our “Pandora and Off-platform” business.

Our SiriusXM business features a wide range of content, including music, sports, entertainment, comedy, talk, and news channels, podcasts and infotainment services, all available in the United States on a subscription fee basis. SiriusXM packages include live, curated, hosted and certain exclusive and on-demand programming. The SiriusXM service is distributed through SiriusXM’stwo proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and SiriusXM’s website. The SiriusXM service is also available through an in-car user interface called “360L” that combines SiriusXM’s satellite and streaming services into a single, cohesive in-vehicle entertainment experience.

The primary source of revenue from the SiriusXM business is subscription fees, with most of its customers subscribing to monthly or annual plans. Additional revenue streams include advertising on select music and non-music channels in certain packages, direct sales of radios and accessories, and other ancillary services.

In addition to 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.

SiriusXM holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada's subscribers are not included in SiriusXM’s subscriber count or subscriber-based operating metrics.

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.

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.

Recent Accounting Pronouncements

Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. We do not expect this ASU to have a material impact on our consolidated financial statements. We are currently evaluating the effect of adopting this new accounting guidance on our expense-related disclosures.

Recently Adopted Accounting Policies

ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update was effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. This update does not have a material effect on our consolidated financial statements.

(2)Net Income per Share

Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. We hadno participating securities during the three and nine months ended September 30, 2026 and 2025.

Common stock equivalents of 14 and 21 for the three months ended September 30, 2026 and 2025, respectively, and 17 and 29 for the nine months ended September 30, 2026 and 2025, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive.

(3)Fair Value Measurements

The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of September 30, 2026 and December 31, 2025, the carrying amounts of cash and cash equivalents, receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. Due to the variable rate nature of the Credit Facility (including the Delayed Draw Incremental Term Loan), each as defined in Note 11, we believe that the carrying amount approximated fair value at September 30, 2026 and December 31, 2025. Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for input into valuation techniques as follows:

i. Level 1 input: unadjusted quoted prices in active markets for identical instrument;

ii. Level 2 input: observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

iii. Level 3 input: unobservable inputs developed using management's assumptions about the inputs used for pricing the asset or liability.

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

(a)Level 1 financial instrument assets are comprised of our deferred compensation plan assets. Refer to Note 13 for additional discussion.

(b)The fair values of the Convertible Notes are based on quoted market prices but are not considered to be traded on “active markets,” as defined by GAAP. Refer to Note 11 for additional discussion related to our debt.

Realized and Unrealized Gains (Losses) on Financial Instruments, net

Realized and unrealized gains (losses) on financial instruments, net, are comprised of changes in the fair value of the following and are included in Other income, net, on the unaudited consolidated statements of operations:

(a)We elected to account for the Convertible Notes using the fair value option. The Convertible Notes are the obligation of Sirius XM Holdings. SiriusXM is not an obligor or guarantor of the Convertible Notes. Changes in the fair value of the Convertible Notes recognized in the unaudited consolidated statements of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is convertible. We isolate the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognize such amount in other comprehensive earnings (loss). The change in the fair value of the Convertible Notes attributable to changes in the instrument specific credit risk was a gain of $3 and loss of $1 for the three months ended September 30, 2026 and 2025, respectively, and a loss of $2 and $7 for the nine months ended September 30, 2026 and 2025, respectively. The cumulative change in fair value since issuance was a loss of $21 as of September 30, 2026, net of the recognition of previously unrecognized gains and losses.

(4)Impairment, Restructuring and Other Costs

During the three and nine months ended September 30, 2026, impairment, restructuring and other costs were $10 and $22, 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 $14 associated with restructuring charges and $8 associated with severance and other employee costs.

During the three and nine months ended September 30, 2025, impairment, restructuring and other costs were $9 and $164, respectively. 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.

(5)Receivables, net

Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. No single customer accounts for more than ten percent of our total receivables.

Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of operations.

Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties and do not expect issues in the foreseeable future.

Receivables, net, consists of the following:

(6)Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of ourtwo reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other, states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

As of September 30, 2026, there were no indicators of impairment, andno impairment losses were recorded for goodwill during the three and nine months ended September 30, 2026 and 2025. As of September 30, 2026, the cumulative balance of goodwill impairments recorded was $3,775, of which $2,819 was recognized during the year ended December 31, 2024 and is included in the carrying amount of the goodwill allocated to our SiriusXM reporting unit and $956 was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora and Off-platform reporting unit.

As of each of September 30, 2026 and December 31, 2025, the carrying amount of goodwill for our SiriusXM and Pandora and Off-platform reporting units was $11,431 and $959, respectively.

(7)Intangible Assets

Our intangible assets include the following:

Indefinite Life Intangible Assets

We have identified our Federal Communications Commission (“FCC”) licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use.

We hold FCC licenses to use 35 MHz of contiguous spectrum to operate our satellite digital audio radio service, provide ancillary services and services in the adjacent bands. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time. These FCC licenses allow us the use of 25 MHz for our Sirius and XM satellite networks (one license for 12.5 MHz for the Sirius network at 2320-2332.5 MHz and one license for 12.5 MHz for the XM network at 2332.5-2345 MHz). In 2024, we acquired 29 licenses in the Wireless Communications Service (“WCS”) C and D Blocks. This WCS spectrum consists of 5 MHz of unpaired blocks each, with “C block” located at 2315-2320 MHz and “D block” located at 2345-2350 MHz.

Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of September 30, 2026, there were no indicators of impairment, andno impairment loss was recognized for intangible assets with indefinite lives during the three and nine months ended September 30, 2026 and 2025.

Definite Life Intangible Assets

Amortization expense for all definite life intangible assets was $30 for each of the three months ended September 30, 2026 and 2025, and $92 for each of the nine months ended September 30, 2026 and 2025. There wereno retirements or impairments of definite lived intangible assets during the nine months ended September 30, 2026 and 2025.

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

(8)Property and Equipment

Property and equipment, net, consists of the following:

Construction in progress consists of the following:

Depreciation and amortization expense on property and equipment was $136 and $110 for the three months ended September 30, 2026 and 2025, respectively, and $390 and $313 for the nine months ended September 30, 2026 and 2025, respectively. During March 2026, in connection with our decision to accelerate the retirement of our Sirius FM-6 satellite and the FCC grant of special temporary authority to support relocation and decommissioning-related activities for FM-6, we revised the remaining useful life of Sirius FM-6 from November 2028 to December 2026. This change was accounted for prospectively as a change in accounting estimate and resulted in an increase to depreciation expense of $19 and $41 for the three and nine months ended September 30, 2026, respectively. During the three and nine months ended September 30, 2026, we retired property and equipment of $6 and $14, respectively. No property and equipment was retired during the three and nine months ended September 30, 2025.

We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs were $5 for each of the three months ended September 30, 2026 and 2025, and $15 and $18 for the nine months ended September 30, 2026 and 2025, respectively, which related to the construction of our SXM-10, SXM-11 and SXM-12 satellites. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $11 for each of the three months ended September 30, 2026 and 2025, and $33 and $31 for the nine months ended September 30, 2026 and 2025, respectively.

Satellites

As of September 30, 2026, we operated a fleet ofseven satellites, two of which are in-orbit spare satellites and one of which is in the process of being retired. Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite license. The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. The chart below provides certain information on our satellites as of September 30, 2026:

(1)The useful life of Sirius FM-6 was changed from November 2028 to December 2026 and was accounted for as a change in accounting estimate.

(2)We filed an application with the FCC to extend the license for our XM-5 satellite during the quarter ended September 30, 2026 and expect it to be granted routinely.

On September 10, 2026, our SXM-11 satellite was successfully placed into service. The SXM-11 satellite replaced our XM-5 satellite which remains available as an in-orbit spare. Our SXM-12 satellite, which is currently under construction, is expected to replace our Sirius FM-5 satellite.

(9)Leases

We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less thanone year to 16 years, some of which may include options to extend the leases for up tofive years, and some of which may include options to terminate the leases withinone year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date.

The components of lease expense were as follows:

(10)Related Party Transactions

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

Tax Equity Investments

We made tax-efficient investments of $20 and $17 during the three months ended September 30, 2026 and 2025, respectively, and $96 and $85 during the nine months ended September 30, 2026 and 2025, respectively, in clean energy technology projects. Effective January 1, 2024, we adopted ASU 2023-02 using the modified retrospective approach and now account for these investments under the proportional amortization method. As of September 30, 2026, the unamortized 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 ofone 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 appointedtwo individuals to serve on SoundCloud'sten-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.

(11)Debt

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

(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

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 thefive business-day period after anyfive 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 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:

(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:

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.

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

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:

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 generally subject to a graded vesting requirement. Stock options generally expireten 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 receiveone 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 maintaintwo 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 wereno 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:

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:

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 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.

(14)Commitments and Contingencies

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

(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 ofone 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 fromone tofifteen 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, 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.

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, Balmoresand 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 Stutsmanand 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 forreconsideration 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 forthe 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 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 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 intotwo 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:

(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.

(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.

(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.

(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.