SIRIUS XM HOLDINGS INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Jennifer Witz

Dear Fellow Stockholders,

2025 was a year of meaningful progress and disciplined execution for SiriusXM. In our first full year as an independent public company following the Liberty Media transaction, we reached a defining milestone: our debut on the Fortune 500. This achievement reflects the strength of our differentiated audio portfolio and our ability to deliver on our commitments with focus and rigor.

We entered the year with a sharpened strategy anchored on three priorities:

Strengthening our subscription business through exceptional in-car listener experiences;

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Accelerating momentum across our advertising business; and

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Leveraging the full breadth of the SiriusXM portfolio to drive efficiencies and unlock new avenues for growth.

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These imperatives guided our actions throughout the year and reinforced our foundation for sustainable value creation.

In 2025, we delivered $8.56 billion in revenue, $2.67 billion in Adjusted EBITDA 1 and $1.26 billion in free cash flow 1—results that exceeded our expectations and underscored both the durability of our business model and the strength of our cash generation.

Across our platform, SiriusXM continued to deliver the music, voices, and stories that captivate, entertain, and inform millions across North America. Our signature, human-curated approach to audio

remains a defining competitive advantage. We expanded our music, talk, sports, and news offerings with new talent, new formats, and deeper partnerships. In music, we broadened our leadership with launches such as Unwell Music with Alex Cooper and exclusive artist channels including Chris Stapleton Radio, further advancing our position in the country genre and beyond. In talk, we renewed and expanded relationships with iconic voices like Andy Cohen, Megyn Kelly, and Howard Stern—whose new agreement keeps him exclusively with SiriusXM for three more years—​while welcoming compelling new perspectives from creators such as Stephen A. Smith.

Our sports portfolio remains unmatched in audio. We continue to deliver the most comprehensive live play-by-play in the industry, extending key partnerships, including our long-standing relationship with the NBA, and introducing the first-ever 24/7 professional wrestling audio channel. We also brought fans closer to the artists they love through intimate, subscriber-only live events featuring Ed Sheeran, Metallica, Kelsea Ballerini, and more. At the heart of all this is our commitment to distinctive, curated content—programming that deepens engagement, builds loyalty, and differentiates SiriusXM across the audio landscape.

In the car, where our heritage and competitive advantage are strongest, we continue to widen our lead. Adoption of our best-in-class 360L experience accelerated meaningfully, supported by expanded agreements with Toyota and Mitsubishi Motors. Our multi-year automotive subscription program also advanced and now spans more than 15 brands across North America. Today, more than half of all newly sold SiriusXM-equipped vehicles feature 360L, offering drivers richer personalization and a more seamless listening experience.

We complemented these gains with enhancements across platforms, including ongoing app improvements, in-car upgrades, and new features designed to deepen engagement and improve retention. New capabilities such as Continuous Service, which allows subscribers to move between vehicles without interruption, and Companion Subscriptions, which extend access across households, further reinforce SiriusXM’s value.

Our focus on product innovation was matched by significant momentum across our advertising-supported businesses, reaching 170 million listeners across North America. In 2025, SiriusXM became

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Adjusted EBITDA and free cash flow are non-GAAP financial measures. Please refer to our Annual Report on Form 10-K for fiscal year 2025 for definitions and reconciliations to their respective most comparable financial measures calculated in accordance with GAAP.

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the #1 podcast network in the United States by weekly reach. Podcast advertising revenue grew 41% for the year, and our rapidly scaling programmatic capabilities further solidified our position with digital advertisers. We expanded our creator roster with leading voices including Stephanie Soo, Trevor Noah, Mr. Ballen, and Morbid. Many of these partnerships now extend across video and social channels, unlocking new opportunities for reach and monetization. Our creative leadership was also recognized on one of entertainment’s biggest stages, with SiriusXM representing three of the six nominees in the Golden Globes’ inaugural Best Podcast category.

These achievements were underpinned by a disciplined operational approach. We exceeded our cost-savings targets, streamlined our cost structure, and improved efficiency across the organization, enabling continued investment in high-return initiatives while expanding free cash flow. We advanced key innovations through emerging technologies and shared capabilities, including AI-enhanced customer service tools, the launch of our first low-cost, ad-supported SiriusXM tier, and new in-car features such as a native Pandora app. At the same time, we strengthened our balance sheet and upheld our commitment to returning capital to stockholders.

We also continued to build a leadership team equipped to guide SiriusXM through its next chapter. We welcomed two new directors, Anjali Sud and Dave Stephenson, and appointed Scott Walker as our Chief Ad Revenue Officer. In addition, we named Zac Coughlin as our new Chief Financial Officer and Eve Konstan as Chief Legal Officer and Secretary, both of whom officially joined us in early 2026. These leaders bring deep expertise and fresh perspective as we execute against our long-term strategy.

Looking ahead to 2026, our strategy remains clear. We are focused on maintaining a stable, highly engaged subscriber base, advancing our advertising capabilities, and optimizing the business for

sustained cash flow growth. We see a path to approximately $1.5 billion in free cash flow 2 by 2027, supported by durable subscription economics, disciplined cost management, and continued innovation across our platform.

SiriusXM’s unique combination of premium content, unmatched in-car distribution, scaled audience reach, and growing advertising capabilities positions us well for the future. We remain committed to executing with discipline, investing thoughtfully, and delivering sustainable long-term value for all our stakeholders.

On behalf of the Board of Directors and the entire SiriusXM team, thank you for your continued support.

Sincerely,

SiriusXM

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We cannot reconcile the expected free cash flow non-GAAP measure to its most comparable financial measure under GAAP without unreasonable effort.

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Notice of 2026

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 telephone, 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, Chief Legal Officer and Secretary

New York, New York

April 10, 2026