SIRIUS XM HOLDINGS INC

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Special Note About

Forward-Looking Statements

This proxy statement 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 under Item 1A—”Risk Factors” in Part I of our Annual Report on Form 10-K, 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. We caution you that the risk factors listed below and described under Item 1A—“Risk Factors” in Part I of our Annual Report on Form 10-K are not exclusive. 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:

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we face substantial competition and that competition has increased over time;

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our SiriusXM service has suffered a loss of subscribers and our Pandora ad-supported service has similarly experienced a loss of monthly active users;

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if our efforts to attract and retain subscribers and listeners, or convert listeners into subscribers, are not successful, our business will be adversely affected;

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we engage in extensive marketing efforts and the continued effectiveness of those efforts is an important part of our business;

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we rely on third parties for the operation of our business, and the failure of third parties to perform could adversely affect our business;

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failure to successfully monetize and generate revenues from podcasts and other non-music content could adversely affect our business, operating results, and financial condition;

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we may not realize the benefits of acquisitions or other strategic investments and initiatives; and

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the impact of economic conditions may adversely affect our business, operating results, and financial condition.

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Risks Relating to our SiriusXM Business:

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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;

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a substantial number of our SiriusXM service subscribers periodically cancel their subscriptions and we cannot predict how successful we will be at retaining customers;

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our ability to profitably attract and retain new subscribers to our SiriusXM service is uncertain;

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our business depends in part upon the auto industry;

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the imposition of tariffs by the United States government could have a major effect on the United States auto industry, which Sirius XM is dependent upon as a material source of new subscribers;

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failure of our satellites would significantly damage our business; and

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our SiriusXM service may experience harmful interference from wireless operations.

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Risks Relating to our Pandora and Off-platform Business:

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our Pandora and Off-platform business generates a significant portion of its revenues from advertising, and reduced spending by advertisers could harm our business;

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emerging industry trends may adversely impact our ability to generate revenue from advertising;

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our failure to convince advertisers of the benefits of our Pandora ad-supported service could harm our business;

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if we are unable to maintain our advertising revenue our results of operations will be adversely affected;

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changes to mobile operating systems and browsers may hinder our ability to sell advertising and market our services; and

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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.

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Risks Relating to Laws and Governmental Regulations:

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privacy and data security laws and regulations may hinder our ability to market our services, sell advertising and impose legal liabilities;

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consumer protection laws and our failure to comply with them could damage our business;

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failure to comply with FCC requirements could damage our business;

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we may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services; and

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environmental, social and governance expectations and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm, and other adverse effects.

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Risks Associated with Data and Cybersecurity and the Protection of Consumer Information:

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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;

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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

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interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business.

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Risks Associated with Certain Intellectual Property Rights:

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rapid technological and industry changes and new entrants could adversely impact our services;

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the market for music rights is changing and is subject to significant uncertainties;

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our Pandora services depend upon maintaining complex licenses with copyright owners, and these licenses contain onerous terms;

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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

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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.

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Risks Related to our Capital Structure:

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while we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time;

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our holding company structure could restrict access to funds of our subsidiaries that may be needed to pay third party obligations;

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we have significant indebtedness, and our subsidiaries’ debt contains certain covenants that restrict their operations; and

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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:

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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;

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we may determine to forgo certain transactions that might otherwise be advantageous in order to avoid the risk of incurring significant tax-related liabilities;

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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 New Sirius on an “as is, where is” basis;

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we may be harmed by securities class actions and derivative lawsuits in connection with the Transactions;

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it may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders;

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we have directors associated with Liberty Media, which may lead to conflicting interests; and

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our directors and officers are protected from liability for a broad range of actions.

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Other Operational Risks:

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if we are unable to attract and retain qualified personnel, our business could be harmed;

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our facilities could be damaged by natural catastrophes or terrorist activities;

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the unfavorable outcome of pending or future litigation could have an adverse impact on our operations and financial condition;

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we may be exposed to liabilities that other entertainment service providers would not customarily be subject to; and

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our business and prospects depend on the strength of our brands.

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Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2024, which is filed with the SEC and available at the SEC’s website (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this proxy statement.