SIRIUS XM HOLDINGS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Jennifer Witz

Chief Executive Officer​

Dear Fellow Stockholders,

2024 was another strong year for SiriusXM, as we maintained our industry-leading profitability and continued to deliver meaningful value to our customers while completing our transaction with Liberty Media and emerging as a fully independent public company. We remain a leader in both premium, live audio and ad-supported podcasts and music streaming, and ended the year with a clear, sharpened strategy to maintain this position while bolstering the overall business for long-term financial success.

A Look Back at 2024

Throughout the year, we made significant progress across each of our key focus areas: enhancing our subscription offering, leveraging the strength of our advertising unit, and optimizing our entire business.

Enhancing Our Subscription Service

We are proud to remain the undisputed leader for premium audio in the car, and have maintained our commitment to this core audience, which represents approximately 90% of our current subscriber base. In 2024, we launched our next satellite; signed new extensions with a variety of automakers, including Ford, Hyundai and Mitsubishi; and expanded the availability of SiriusXM with 360L to Hyundai, Genesis, Subaru and MINI. Additionally, we launched in Tesla and Rivian vehicles, utilizing our streaming technology in-car to bring SiriusXM to the drivers of millions of vehicles already on the road.

We also took our expertise in subscription to offer new solutions and packages designed to engage and retain new and existing subscribers, including the launch of a new three-year automotive subscription program as well as an off-platform podcast offering called SiriusXM Podcasts+. Additionally, throughout the year, we leveraged our rebuilt technology platform to deliver new features to the SiriusXM app faster than ever before, including a customizable Library function and a Channel Guide with multi-level filtering and sorting of our vast live content offering. These were among a series of updates focused on upgrading the listener experience, enhancing personalization, and improving content discovery, so users can more easily find their favorite content and have more of the control they crave.

At the heart of our SiriusXM service is our live and on-demand, curated, premium content. From can’t miss events with Maluma, Coldplay, Coco Jones, J Balvin, and Eric Church, to new full-time channels like Chris Stapleton Radio and unique limited-time channels featuring Taylor Swift, Billie Eilish, Luke Bryan, and more, curated music remains central to our value proposition. Within sports, SiriusXM doubled down as the home to more live play-by-play than any other audio network, with new hosts and robust analysis, plus a new three-year extension with Radio Hall of Famer and longtime SiriusXM personality Christopher “Mad Dog” Russo. And in news and talk, we remained home to the most buzzed-about interviews, starting with both presidential candidates appearing on SiriusXM—with Kamala Harris on Howard Stern and Donald Trump on SiriusXM Patriot—as well as new shows from Nikki Haley, Dylan Douglas, and more ahead of the 2024 election.

Leveraging the Strength of Our Advertising Unit

In 2024, we maintained our spot as the #1 digital ad-supported audio player in North America, reaching approximately 160 million listeners. Our dedication to ad-supported audio and our expansive streaming footprint remain at the core of our offering to advertisers, which extends from accessible and simple programmatic buys to one-of-a-kind live events and bespoke integrations.

One of the biggest growth opportunities within advertising is podcasting, and with our extended network—​including “SmartLess” hosts Will Arnett, Sean Hayes, and Jason Bateman’s SmartLess Media; “Call Her

Daddy” host Alex Cooper’s Unwell Network; audiochuck founder and host of the hit podcast “Crime Junkie” Ashley Flowers; Dale Earnhardt Jr.’s Dirty Mo Media; “Rotten Mango” creator Stephanie Soo; “The Mel Robbins Podcast”; and more—we are excited to unlock new inventory to help us meet marketplace demands in 2025.

We also see opportunity in the expansion and growth of our adtech solutions. During the year, we made new investments in our tech stack to offer better, more privacy-friendly targeting and measurement solutions. We also launched new AI tools on our self-serve platform, which help bring new small- and medium-sized businesses into audio advertising for the first time.

Optimizing Our Business

Throughout 2024, we made significant changes to our business to optimize our organization and cost structure, as well as drive efficiencies. We’ve streamlined our team and sharpened our focus to our core differentiators and the audiences that crave our content.

As we’ve evolved, we’ve ensured the company maintains a strong corporate governance structure, with leadership that will help to drive the future of our business; minimizes any negative impacts on the environment; and that SiriusXM continues to be a platform for all voices, with inclusivity and belonging integrated across our organization and business.

The 2025 Path Forward

With 2025 already underway, we are committed to the strategic focus we outlined late last year, with the ultimate goal of both propelling our business forward and creating stockholder value. Our three main objectives remain unchanged, but how we are approaching each has evolved—with an emphasis on measurable returns on investment, a clear understanding of our target audience, and well-positioning our organization for the future. From thoughtfully improving our cost structure and implementing efficiency-driving technologies powered by AI, to continuing to look for synergies to support both the subscription and advertising side of the business, we have plenty in store to continue to strengthen our business in 2025 and beyond.

On behalf of the Board and talented team members at SiriusXM, thank you for your continued support for and belief in our Company.

Sincerely,

SiriusXM

Notice of 2025

Annual Meeting of Stockholders

Whether or not you expect to attend the virtual meeting, we urge you to vote your shares over the Internet, by phone, or by signing, dating, and returning a proxy card at your earliest convenience.

Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us protect the environment, and reduce postage, printing and proxy tabulation costs.

By Order of the Board of Directors,

Executive Vice President, General Counsel and Secretary

New York, New York

April 14, 2025