DEF 14A of Sirius XM Holdings Inc., Apr 10, 2026

DEF 14A of Sirius XM Holdings Inc.

Filed Apr 10, 2026 · FY20250001104659-26-041777

Open on EDGAR

  1. Item 1—Election of Directors

    Item 1—Election of Directors Our board currently consists of ten members and is divided into three classes, with members of each class holding office for staggered terms. Our board of directors is in the process of declassifying such that, following last year’s annual meeting of stockholders, a director nominee is elected for a one-year term. Each director will be elected in a year in which the term for his or her current class expires, and thereafter each director will serve for a term of one year until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. Consequently, by 2027, all of our directors will stand for election each year for one-year terms, and at the conclusion of the 2027 annual meeting of stockholders, our board will no longer be divided into three classes. The current membership and term of each of Classes I, II and III are indicated in the table below:

  2. Item 1—Election of Directors

    | Class I (term expiring at the 2026 annual meeting) | Class II (term expiring at the 2026 annual meeting) | Class III (term expiring at the 2027 annual meeting) | | Eddy W. Hartenstein Kristina M. Salen Jennifer C. Witz | Evan D. Malone Jonelle Procope Anjali Sud | Gregory B. Maffei Michael Rapino Dave Stephenson David M. Zaslav |

  3. Item 1—Election of Directors

    The Class I and Class II directors are standing for election at the annual meeting. The Nominating and Governance Committee of our board of directors has nominated the Class I and II director nominees after consideration of each individual’s qualifications, contributions to the Company and other reasons discussed in this proxy statement. The Nominating and Governance Committee believes that a well-functioning board includes highly qualified individuals who bring a variety of complementary skills, experiences and perspectives that are critical to the oversight of our business. Our board of directors is committed to having a board with diverse backgrounds, experiences and expertise that represent our strategic priorities. In furtherance of this commitment, it is the policy of the Nominating and Governance Committee to require that any list of candidates to be considered by the Nominating and Governance Committee for nomination to our board include a pool of candidates with diverse skills, experiences and backgrounds. Any third-party consultant asked to furnish an initial list will be requested to include such candidates. The Nominating and Governance Committee generally considers each nominee in the broad context of the overall composition of our board of directors with a view toward constituting a board that, as a group, possesses the appropriate mix of skills and experience to oversee our business. The experience, qualifications, attributes, or skills that led the Nominating and Governance Committee to conclude that our nominees should serve on the board of directors are generally described in the biographical information below. In 2025, we paid a fee to Spencer Stuart, the global executive search and leadership consulting firm, for its assistance in identifying candidates for appointment to our board of directors. Set forth below is the biographical information for our Class I and Class II director nominees proposed to be elected to serve for a one-year term as Class I and Class II directors, respectively, or until their respective successors have been duly elected and qualified. Also set forth below is the biographical information for our Class III directors, each continuing to serve until their terms expire at the 2027 annual meeting. To be elected as a director, each nominee must receive a plurality of the votes cast by the holders of our common stock. Should any nominee become unable or unwilling to accept election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person our board of directors may nominate or designate. Each nominee has consented to serve as a director if elected.

  4. Item 1—Election of Directors

    | | 2026 PROXY STATEMENT | 7 |

  5. Item 1—Election of Directors

    Biographical information about our Class I director nominees:

  6. Item 1—Election of Directors

    | EDDY W. HARTENSTEIN | | | Age: 75 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Mr. Hartenstein has been a director since July 2008, served as the Chair of our board from November 2009 to April 2013 and served as our Lead Independent Director from April 2013 until September 2024. From May 2005 until the closing of the merger with XM Satellite Radio Holdings Inc. (“XM”) in July 2008, Mr. Hartenstein served as a director of XM. Mr. Hartenstein was the non-executive Chairman of the Board of Tribune Publishing, a leading diversified media company that included the Los Angeles Times, from August 2014 through January 2016. Mr. Hartenstein retired as the Publisher and Chief Executive Officer of the Los Angeles Times in August 2014, a position he held since August 2008. In addition, Mr. Hartenstein served as Co-President of the Tribune Company from October 2010 to May 2011 and as President and Chief Executive Officer from May 2011 until January 2013. Mr. Hartenstein was Vice Chairman and a member of the board of directors of The DIRECTV Group, Inc. (formerly Hughes Electronics Corporation), a television service provider, from December 2003 until his retirement in December 2004. He served as Chairman and Chief Executive Officer of DIRECTV, Inc. from late 2001 through 2004 and as President of DIRECTV, Inc. from its inception in 1990 to 2001. Previously, Mr. Hartenstein served in various capacities for Hughes Communications, Inc., a provider of satellite-based communications, Equatorial Communications Services Company, a provider of telephony and data distribution services, and NASA’s Jet Propulsion Laboratory, the lead U.S. center for robotic exploration of the solar system. Mr. Hartenstein also serves as the Lead Independent Director of Broadcom, Inc. and is a member of the board of directors of The City of Hope. Mr. Hartenstein previously served as a director of Tribune Publishing Company, TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation), SanDisk Corporation and Yahoo! Inc. | |

  7. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | Mr. Hartenstein has extensive experience in building, managing, marketing and operating satellite and subscription services. He brings direct and highly relevant expertise to the board in such areas as the construction and procurement of satellites, managing a large consumer subscriber base, consumer marketing, and the design and implementation of systems necessary to support a consumer-oriented business. |

  8. Item 1—Election of Directors

    | 8 | | 2026 PROXY STATEMENT |

  9. Item 1—Election of Directors

    | KRISTINA M. SALEN | | | Age: 55 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Ms. Salen has been a director since July 2018 and has served as our Lead Independent Director since January 2025. Ms. Salen has been the Chief Financial Officer of Booksy Inc., a provider of scheduling software for beauty professionals, since January 2024. From December 2022 to August 2023, Ms. Salen was the Chief Financial Officer of Greenhouse Software, Inc., a hiring software company. She was the Chief Financial Officer of World Wrestling Entertainment, Inc., an integrated media company, from August 2020 until November 2021. From February 2019 until May 2020, Ms. Salen was the Chief Financial Officer of Moda Operandi, Inc., an online luxury retailer, and from July 2017 to October 2018, Ms. Salen was the Chief Financial Officer and Chief Operating Officer of UnitedMasters, an artist services company. Previously, she served as the Chief Financial Officer at Etsy, Inc., an online marketplace, from January 2013 to March 2017. Prior to Etsy, Ms. Salen led the media, Internet, and telecommunications research group of FMR LLC (doing business as Fidelity Investments), a multinational financial services company, from January 2006 to January 2013. Prior to Fidelity, Ms. Salen worked in various financial and executive roles at several companies, including Oppenheimer Capital LLC, an investment firm, from June 2002 to December 2005; Merrill Lynch & Co., Inc., a financial services corporation acquired by Bank of America Corporation in January 2009, from June 1997 to June 2001; Lazard Freres & Co. LLC, a global financial advisory and asset management firm, from April 1996 to June 1997; and SBC Warburg, an investment bank, from December 1994 to April 1996. During the past five years, Ms. Salen was also a director of Cornerstone OnDemand, Inc., a cloud-based talent management software solution company, where she was Chair of the Audit Committee. | |

  10. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | Ms. Salen has extensive experience in media, telecommunications and internet companies, including experience advising, managing and investing in early-stage enterprises and assessing media- and subscription-related business plans and opportunities. This experience, together with her financial and management expertise, make her an asset in the board’s deliberations and in its assessment of our plans and alternatives. |

  11. Item 1—Election of Directors

    | | 2026 PROXY STATEMENT | 9 |

  12. Item 1—Election of Directors

    | JENNIFER C. WITZ | | | Age: 57 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Ms. Witz has served as our Chief Executive Officer and has been a director since January 2021. From March 2019 through December 2020, Ms. Witz was our President, Sales, Marketing and Operations. From August 2017 until March 2019, she was our Executive Vice President, Chief Marketing Officer. Ms. Witz joined us in March 2002 and has served in a variety of senior financial and operating roles. Before joining SiriusXM, Ms. Witz was Vice President, Planning and Development, at Viacom Inc., a global media company, and prior to that she was Vice President, Finance and Corporate Development, at Metro- Goldwyn-Mayer, Inc., an entertainment company focused on the production and global distribution of film and television content. Ms. Witz began her career in the Investment Banking Department at Kidder, Peabody & Co Inc. She also is a member of the Board of Trustees for the Paley Center for Media. During the past five years, she was a member of the board of directors of LendingTree, Inc., a leading online marketplace that connects consumers with financial products and served on its compensation committee. | |

  13. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | As our Chief Executive Officer, Ms. Witz is responsible for setting and executing the goals and strategies related to our business. Ms. Witz provides the board not only with a knowledge of our day-to-day operations, but also with the essential experience, insight and expertise that can be provided only by a person who is intimately involved in running our business. Her ability as a director to share her views during the board’s deliberations is of significant benefit to the other members of the board. |

  14. Item 1—Election of Directors

    | 10 | | 2026 PROXY STATEMENT |

  15. Item 1—Election of Directors

    Biographical information about our Class II director nominees:

  16. Item 1—Election of Directors

    | EVAN D. MALONE | | | Age: 55 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Dr. Malone has been a director since May 2013. Dr. Malone has served as President of NextFab Studio, LLC, which provides manufacturing-related technical training, product development and business acceleration services, since June 2009. Since April 2024, Dr. Malone has served as CEO of NextFab Ventures, a venture capital firm which invests in early stage physical technology companies. Since December 2024, Dr. Malone has served as President of Solid Product Design, a product development consultancy. He has served as an applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001. Dr. Malone serves as president of the Malone Family Foundation, as a director and president of the NextFab Foundation, and as an officer of the Malone Family Land Preservation Foundation. Dr. Malone has served as a director of Liberty Media Corporation (“Liberty Media”) since September 2011 and as a director of QVC Group, Inc. (formerly known as Qurate Retail, Inc.) since August 2008. | |

  17. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | Dr. Malone brings an applied science and engineering perspective to the board. Dr. Malone’s perspectives assist the board in adapting to technological changes facing the audio entertainment industry. His entrepreneurial experience also provides the board valuable insights in evaluating opportunities in existing, new and emerging technologies. |

  18. Item 1—Election of Directors

    | JONELLE PROCOPE | | | Age: 75 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Ms. Procope has been a director since July 2020. From 2003 to June 2023, Ms. Procope was the President and Chief Executive Officer of the Apollo Theater Foundation, Inc., a non- profit organization that operates the world-famous Apollo Theater in New York and offers educational, summer internship programs, and school seminars. Ms. Procope began her career as a lawyer at Skadden, Arps, Slate, Meagher & Flom, LLP, an international law firm, and later held legal and business affairs positions at Viacom International, Inc., a global entertainment company, Bristol-Myers Squibb Company, a global biopharmaceutical company, and Blackground Records, an independent record label. | |

  19. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | Ms. Procope brings to the board extensive experience in the entertainment industry and as an active member of many civic and community organizations in New York City, such as the boards of New York Public Radio, Lincoln Center for the Performing Arts, The Gracie Mansion Conservancy and the 125th Street Business Improvement District as well as a member of the NYC Landmarks 50 Advisory Committee. |

  20. Item 1—Election of Directors

    | | 2026 PROXY STATEMENT | 11 |

  21. Item 1—Election of Directors

    | ANJALI SUD | | | Age: 42 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Ms. Sud has been a director since March 2025. Ms. Sud has been the Chief Executive Officer of Tubi, Inc., a subsidiary of the Fox Corporation that provides free ad-supported TV streaming service in the United States, since September 2023. Prior to that time, from July 2017 to August 2023, Ms. Sud served as the Chief Executive Officer of Vimeo, Inc., a provider of cloud-based software tools that enable creative professionals, marketers and enterprises to stream, host, distribute and monetize videos online and across devices. She also served on Vimeo’s board of directors from May 2021 to August 2023. Prior to that, Ms. Sud held various positions at Vimeo since July 2014, before being promoted to Chief Executive Officer in July 2017. Before Vimeo, Ms. Sud served in various positions at Amazon.com, Inc. from 2010 to 2014, most recently as Director of Marketing. Ms. Sud serves on the Board of Directors of Dolby Laboratories, Inc. and Change.org. | |

  22. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | As the Chief Executive Officer of Tubi and having served in executive positions in other technology and media companies, Ms. Sud brings extensive knowledge of the technology industry and operational experience to the boardroom, including an understanding of the operational, financial and strategic issues facing audio-visual content creators and streaming service providers. In addition, through her prior role as Director of Marketing at Amazon, Ms. Sud brings valuable business and marketing insight and experience to our board. |

  23. Item 1—Election of Directors

    | 12 | | 2026 PROXY STATEMENT |

  24. Item 1—Election of Directors

    Biographical information about our Class III directors:

  25. Item 1—Election of Directors

    | GREGORY B. MAFFEI | | | Age: 65 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Mr. Maffei has been a director since March 2009 and has served as the Chair of our board since April 2013. Mr. Maffei is currently the CEO of BANN Ventures Inc. since January 2025. BANN Ventures is a venture investment firm focused on strategic partnerships and emerging growth opportunities. Mr. Maffei also serves as: the Executive Chairman of QVC Group, Inc. since March 2018 and a director since November 2005; a director of Zillow Group, Inc. since February 2015, having previously served as a director of its predecessor, Zillow Inc., from May 2005 to February 2015; the Chairman of the board of Tripadvisor, Inc. since February 2013. Mr. Maffei previously served as: the President and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. from July 2013 through April 2025; the President and Chief Executive Officer of Liberty Media (including its predecessor) from May 2007 to December 2024; the President and Chief Executive Officer of Liberty Media Acquisition Corporation from November 2020 to December 2022; the President and Chief Executive Officer of GCI Liberty from March 2018 until its combination with Liberty Broadband in December 2020; the Chairman of the board of Liberty TripAdvisor Holdings, Inc. since June 2015 and a director since June 2013; and the President and Chief Executive Officer of QVC Group, Inc. (including its predecessor) from February 2006 until March 2018. Prior thereto, Mr. Maffei served as Co-President of Oracle Corporation, as Chairman, Chief Executive Officer and President of 360networks Corporation, and as Chief Financial Officer of Microsoft Corporation. During the past five years, Mr. Maffei served on the board of directors of Liberty Media Corporation, Liberty Broadband Corporation, Live Nation Entertainment, Inc., Charter Communications, Inc., Atlanta Braves Holdings, Inc., GCI Liberty, Inc. and Liberty Media Acquisition Corporation. | |

  26. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | Mr. Maffei brings to the board significant financial and operational experience based on his senior policy-making positions at Liberty Media, QVC Group, Inc. (formerly known as Qurate Retail, Inc.), Liberty TripAdvisor, Liberty Broadband, GCI Liberty, Inc., Oracle, 360networks and Microsoft. He also provides the board with an executive leadership perspective on the operations and management of large public companies, including companies in the technology, media and telecommunications space. The board also benefits from his extensive public company board experience. |

  27. Item 1—Election of Directors

    | | 2026 PROXY STATEMENT | 13 |

  28. Item 1—Election of Directors

    | MICHAEL RAPINO | | | Age: 60 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Mr. Rapino has been a director since January 2018. Mr. Rapino has been the President and Chief Executive Officer of Live Nation Entertainment, Inc. (“Live Nation”) since 2005 and serves on its board of directors. Live Nation is the world’s leading live entertainment company comprised of: Ticketmaster, Live Nation Concerts and Live Nation Media & Sponsorship. | |

  29. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | Mr. Rapino is a leading figure in the music industry and brings to the board extensive experience in marketing and promoting live entertainment, especially musical entertainment. |

  30. Item 1—Election of Directors

    | DAVE STEPHENSON | | | Age: 58 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Mr. Stephenson has been a director since September 2025. Mr. Stephenson is the Chief Business Officer and Head of Employee Experience of Airbnb, Inc. (“Airbnb”), a vacation rental online marketplace company. Mr. Stephenson has been the Chief Business Officer since January 2024 and the Head of Employee Experience since August 2021. Mr. Stephenson was previously the Chief Financial Officer of Airbnb from January 2019 to February 2024. Prior to joining Airbnb, Mr. Stephenson spent 17 years at Amazon.com, Inc., where he was most recently Vice President and Chief Financial Officer of their Worldwide Consumer Organization from June 2015 to December 2018. Before that, from September 2013 to June 2015, Mr. Stephenson was the Chief Financial Officer of Amazon.com’s International Consumer business and led finance across many areas of the company. Mr. Stephenson served as President and Chief Financial Officer of Big Fish Games, Inc., a gaming company, from September 2011 to September 2013. Mr. Stephenson holds a B.S. in Industrial and Management Engineering from Montana State University and an M.B.A. from the University of Iowa. Mr. Stephenson serves on the board of directors of Lyft, Inc. (“Lyft”) and serves as the chair of its audit committee. | |

  31. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | As the Chief Business Officer and Head of Employee Experience of Airbnb and having served in executive positions in other technology and e-commerce companies, Mr. Stephenson brings extensive knowledge of the technology and e-commerce industries and operational experience to the boardroom, including an understanding of the operational, financial and strategic issues facing businesses in these sectors. In addition, through his prior role as Chief Financial Officer at Airbnb, Mr. Stephenson brings valuable business and financial insight and experience to the board. |

  32. Item 1—Election of Directors

    | 14 | | 2026 PROXY STATEMENT |

  33. Item 1—Election of Directors

    | DAVID M. ZASLAV | | | Age: 66 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Mr. Zaslav has been a director since May 2013. Mr. Zaslav has been the President and Chief Executive Officer and a member of the board of directors of Warner Bros. Discovery, Inc., one of the world’s largest and most diverse media and entertainment companies, since April 2022. Mr. Zaslav was the President and Chief Executive Officer of Discovery Communications, Inc., one of the largest nonfiction media companies in the world, from January 2007 to April 2022, and a director of that company from September 2008 to April 2022. Mr. Zaslav served as President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc., a media and entertainment company, from May 2006 to December 2006. Mr. Zaslav served as Executive Vice President of NBC and President of NBC Cable, a division of NBC, from October 1999 to May 2006. Mr. Zaslav serves on the boards of American Cinematheque and Grupo Televisa. He also is a member of the Board of Trustees for the Paley Center for Media and Syracuse University and is on the Board of Overseers for NYU Langone Health. He is a member of the Executive Branch of the Academy of Motion Picture Arts and Sciences and is also a member of the Television Academy. During the past five years, Mr. Zaslav served as a director of Blade Air Mobility, Lions Gate Entertainment Corp., Mt. Sinai Medical Center, Partnership for NYC, USC Shoah Foundation, The Cable Center and as an advisor to the Board of the Elie Wiesel Foundation for Humanity. | |

  34. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | Mr. Zaslav, as the Chief Executive Officer of Warner Bros. Discovery and through his prior work in television, has developed a deep understanding of the media and entertainment industry. This experience, together with his general management expertise, positions him as a valued presence on our board to assist us in evaluating content and marketing opportunities and trends in audio entertainment. |

  35. Director Compensation

    Director Compensation Pursuant to our director compensation program, in 2025, the non-employee members of our board of directors each received an annual cash retainer of $100,000. As Chair of the board of directors, Mr. Maffei received an additional annual cash retainer of $50,000, and as Lead Independent Director, Ms. Salen received an additional annual cash retainer of $50,000. Each director who served as Chair of a committee of the board of directors in 2025 received an additional annual cash retainer as follows: the Audit Committee Chair received $30,000; the Compensation Committee Chair received $20,000; and the Nominating and Governance Committee Chair received $15,000. In addition, on an annual basis, each member received approximately $175,000 in the form of restricted stock units (“RSUs”). These RSUs were granted on the business day following our 2025 annual meeting of stockholders. These RSUs granted to our directors vest on the first anniversary of the date of grant. In 2025, the Compensation Committee, with the assistance of its independent compensation consultant, Meridian Compensation Partners, reviewed the Company’s non-employee director compensation program

  36. Director Compensation

    | | 2026 PROXY STATEMENT | 21 |

  37. Director Compensation

    relative to the compensation benchmarking peer group and determined that certain adjustments be made to better align director compensation with market practice and the scope of board leadership responsibilities. Accordingly, effective January 1, 2026, the annual equity grant value for non-employee directors increased from $175,000 to $200,000, the additional annual cash retainer for service as Compensation Committee Chair increased from $20,000 to $25,000, the additional annual cash retainer for service as Nominating and Governance Committee Chair increased from $15,000 to $20,000, and the additional annual cash retainer for service as Chair of the board of directors increased from $50,000 to $150,000. In addition, beginning January 1, 2026, non-employee directors serving as members (but not Chairs) of committees receive annual cash retainers of $15,000 for Audit Committee service, and $10,000 for service on each of the Compensation Committee and the Nominating and Governance Committee. As our Chief Executive Officer, Ms. Witz does not receive additional compensation for her service on the board. Each director is expected to own shares of our common stock equal in value to at least five times the annual cash retainer payable to the director. All directors have until the later of: (i) five years from the date the director is elected or appointed as a member of the board and (ii) September 1, 2029, to reach these minimum ownership guidelines. Directors may defer their annual cash retainer each year under the Sirius XM Holdings Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). Participation in the Deferred Compensation Plan, and to what extent, is at each director’s discretion and there is no matching contribution from us. We do not provide above-market or preferential earnings on deferred compensation. In 2025, Mr. Maffei participated in the Deferred Compensation Plan. At the time of making a deferral election, directors designate the time and form of the distribution of deferrals to be made for the year to which that election relates. Distributions may occur earlier upon a change in control or a termination as a director, subject to certain conditions provided for under the Deferred Compensation Plan and Section 409A of the Internal Revenue Code. Directors have the opportunity to designate the investment funds to which the deferred amounts are credited. All investment gains and losses in a director’s account under the Deferred Compensation Plan are entirely based upon the investment selections made by the director. We have established a grantor (or “rabbi”) trust to facilitate payment of our obligations under the Deferred Compensation Plan. Dividend equivalent units (“DEUs”) are granted to directors if, on any date while RSUs they hold are outstanding, we pay a dividend on our common stock (other than a dividend payable in common stock). The number of RSUs granted to the director are, as of the record date for such dividend payment, increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the director as of such record date, multiplied by (y) the per share amount of any cash dividend (or, in the case of any dividend payable, in whole or in part, other than in cash, the per share value of such dividend, as determined in good faith by us), divided by (b) the average closing price of a share of our common stock on NASDAQ on the twenty trading days preceding, but not including, such record date. DEUs vest on the same terms as the related RSUs.

  38. Director Compensation

    | 22 | | 2026 PROXY STATEMENT |

  39. Director Compensation Table for 2025

    Director Compensation Table for 2025 The following table provides compensation information for the year ended December 31, 2025, for each of our non-employee directors. Directors who are employees do not receive compensation for their services as directors.

  40. Director Compensation Table for 2025

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | All Other Compensation(3) ($) | Total ($) | | Eddy W. Hartenstein | 120,000 | 175,000 | — | 295,000 | | Gregory B. Maffei | 150,000 | 175,000 | — | 325,000 | | Evan D. Malone | 100,000 | 175,000 | — | 275,000 | | James E. Meyer | 25,000 | — | — | 25,000 | | Jonelle Procope(4) | 130,000 | 175,000 | — | 305,000 | | Michael Rapino | 100,000 | 175,000 | — | 275,000 | | Kristina Salen | 180,000 | 175,000 | — | 355,000 | | Dave Stephenson | 28,768 | 121,302 | — | 150,070 | | Anjali Sud | 75,617 | 202,284 | — | 277,901 | | David M. Zaslav | 100,000 | 175,000 | — | 275,000 |

  41. Director Compensation Table for 2025

    (1) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted in 2025, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Compensation—Stock Compensation, without regard to estimated forfeitures. The assumptions used in the valuation are discussed in Note 14 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. On May 2, 2025, in connection with her appointment to the Board, Ms. Sud was awarded 1,161 RSUs with a grant date fair value of $27,284. On May 29, 2025, all non-employee directors with the exception of Mr. Stephenson were awarded 7,816 RSUs with a grant date fair value of $175,000. On September 18, 2025, in connection with his appointment to the board, Mr. Stephenson was awarded 5,274 RSUs with a grant date fair value of $121,302. Equity awards granted to directors who join the board after the annual meeting are prorated to reflect the portion of the service year remaining. On December 31, 2025, the aggregate number of unvested RSUs and dividend equivalent units outstanding for each of Mr. Hartenstein, Mr. Maffei, Dr. Malone, Ms. Procope, Mr. Rapino, Ms. Salen, Ms. Sud, and Mr. Zaslav was 8,006. On December 31, 2025, the aggregate number of unvested RSUs and dividend equivalent units outstanding for Mr. Stephenson was 5,340. (2) Non-employee directors no longer receive stock options as part of their annual equity compensation. On December 31, 2025, the aggregate number of stock options outstanding for each director was zero. (3) During 2025, Mr. Maffei contributed his $150,000 cash director fee into the Deferred Compensation Plan. During 2025, Mr. Maffei recorded gains of $260,194 on his deferrals. As of December 31, 2025, Mr. Maffei’s balance in the Deferred Compensation Plan was $1,392,557. Due to an administrative error, Ms. Procope was paid $10,000 instead of $15,000 annually for serving as Chair of the Nominating and Governance Committee from 2022 through 2024. In 2025, the Company paid Ms. Procope an additional $15,000 to correct this error, which amount is reflected in the “Fee Earned or Paid in Cash” column.

  42. Director Compensation Table for 2025

    | | 2026 PROXY STATEMENT | 23 |

  43. How much stock do our directors and executive officers own?

    How much stock do our directors and executive officers own? The following table shows the number of shares of common stock beneficially owned as of April 2, 2026 by each of our directors, each of our named executive officers in 2025, and all of our directors and current executive officers as a group. The security ownership information with respect to shares of our common stock is based upon 336,550,321 shares of common stock outstanding on April 2, 2026. In calculating the number of shares beneficially owned and the percentage ownership of each person listed below, we deem to be outstanding all shares of our common stock subject to options held by the person that are currently exercisable or that will become exercisable within 60 days of April 2, 2026, and all restricted stock units held by the person that will vest within 60 days of April 2, 2026. However, we did not deem such shares or restricted stock units outstanding for the purpose of calculating the percentage ownership of any other person. So far as is known to us, the persons indicated below have sole voting and dispositive power with respect to the shares indicated as owned by them, except as otherwise stated in the notes to the table. Except as otherwise noted below, the address for persons listed in this table is c/o Sirius XM Holdings Inc., 1221 Avenue of the Americas, 35th Fl., New York, New York 10020.

  44. How much stock do our directors and executive officers own?

    | Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned(1) | Number of Shares of Common Stock to be acquired within 60 days(2) | Percent of Class | | Eddy W. Hartenstein(3) | 20,768 | 8,110 | * | | Gregory B. Maffei(4) | 7,812,703 | 8,110 | 2.29% | | Evan D. Malone(5) | 57,043 | 8,110 | * | | Jonelle Procope | 20,058 | 8,110 | * | | Michael Rapino | 29,755 | 8,110 | * | | Kristina M. Salen | 14,151 | 8,110 | * | | Dave Stephenson(6) | 436 | 5,410 | * | | Anjali Sud | 1,176 | 8,110 | * | | David M. Zaslav | 28,555 | 8,110 | * | | Jennifer C. Witz | 2,062,007 | — | * | | Thomas D. Barry | 374,116 | — | * | | Scott A. Greenstein | 654,485 | 385,949 | * | | Richard N. Baer | 144,015 | — | * | | Wayne D. Thorsen | 30,591 | — | * | | All directors and current executive officers as a group (14 persons) | 10,731,728 | 456,239 | 3.27% |

  45. How much stock do our directors and executive officers own?

    * Less than 1% of our outstanding shares of common stock. These amounts exclude shares of common stock that the individuals have the right to acquire within 60 days of April 2, 2026, as noted in footnote 2.

  46. How much stock do our directors and executive officers own?

    | 28 | | 2026 PROXY STATEMENT |

  47. How much stock do our directors and executive officers own?

    These amounts include shares of common stock subject to options held by the individuals that are currently exercisable or that will become exercisable within 60 days of April 2, 2026, and all restricted stock units held by the individuals that will vest within 60 days of April 2, 2026. These amounts also include any DEUs accrued on their restricted stock units that they beneficially own or could beneficially own within 60 days of April 2, 2026. (3) Includes shares held by the Hartenstein family trust, for which Mr. Hartenstein serves as trustee. (4) Includes shares held in a grantor retained annuity trust for the benefit of himself, his spouse and his children, for which Mr. Maffei is the sole trustee. (5) Includes shares held in a trust for which Mr. Malone is a trustee and a beneficiary. Includes shares held in a managed account over which Mr. Stephenson does not hold investment discretion.

  48. How much stock do our directors and executive officers own?

    | | 2026 PROXY STATEMENT | 29 |

  49. Compensation Mix

    Compensation Mix The Compensation Committee believes that an executive compensation program comprised principally of the above-described three elements is consistent with programs at companies where we compete for executive talent and furthers our stockholders’ interests by securing our executives’ services in the market for talent. A significant proportion of the compensation for our NEOs is performance-based and “at risk”— namely, the annual bonus and equity-based awards. For 2025, approximately 90% of our Chief Executive Officer’s total annual compensation (defined as base salary, annual bonus earned for 2025, and annualized long-term incentive grant-date fair value) and approximately 85% of the total annual compensation for our other NEOs was “at risk,” as illustrated below. For purposes of this calculation, long-term incentive compensation reflects the annualized grant-date fair value of the most recent equity awards, calculated by dividing the total grant-date fair value by the number of years in the applicable vesting period.

  50. Compensation Mix

    The pay mix charts above illustrate 2025 annual compensation for the CEO and other NEOs, consisting of annual base salary, annual bonus earned for 2025, and the annualized value of long-term equity awards. Regular grants exclude one time “special awards” or sign-on equity awards granted in connection with the commencement of employment, as such awards are not considered part of ongoing compensation structure and would otherwise distort year-over-year comparability.

  51. Do’s and Don’ts of Executive Compensation

    | What We Do | ☑ Grant performance-based restricted stock units (PRSUs) that are primarily tied to multi-year cumulative free cash flow performance, with a relative TSR modifier to further align outcomes with those of our stockholders ☑ Maintain a compensation clawback policy and include recoupment provisions in our executive employment agreements ☑ Provide reasonable post-employment and change-in-control protections ☑ Include a “double-trigger” change-in-control provision in our Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan ☑ Require executives to hold designated levels of our common stock ☑ Prohibit short sales, transactions in derivatives and other hedging activities of our common stock by employees ☑ Use an independent compensation consultant to advise the Compensation Committee |

  52. Do’s and Don’ts of Executive Compensation

    | What We Don’t Do | ☒ Include golden parachute excise tax gross-ups in employment agreements ☒ Reprice underwater stock options without stockholder approval or grant stock options with an exercise price less than the fair market value of our common stock on the grant date ☒ Provide excessive perquisites or tax gross-ups on any perquisites ☒ Offer defined benefit pension plans or supplemental executive retirement plans; instead, we offer a deferred compensation plan as an additional retirement vehicle for executives ☒ Provide special change in control benefits to executives |

  53. 2025 Compensation Peer Group

    2025 Compensation Peer Group In January 2025, based on the recommendations of Meridian, the Compensation Committee approved a peer group of 18 companies for purposes of reviewing individual compensation levels of our NEOs as compared to market, but did not specifically determine compensation levels based on benchmarking, although the Compensation Committee does intend to take benchmarking into account. In July 2025, the Compensation Committee reviewed the composition of the peer group and approved an updated peer group consisting of 17 companies. In connection with this review, the Compensation Committee removed Endeavor Group Holdings, Inc. and The Interpublic Group of Companies, Inc., and added Snap Inc., based on its assessment of industry alignment, market capitalization, and total revenue of each peer company. The removal of certain companies from the peer group reflected significant corporate transactions completed during 2025 that altered their business structure and public company status. Based on its review, the Compensation Committee determined that updates to the peer group were appropriate in light of these developments. Our current peer group consists of the following companies:

  54. 2025 Compensation Peer Group

    | AMC Networks, Inc. | Live Nation Entertainment, Inc. | Spotify Technology S.A. | | EchoStar Corporation | Match Group, Inc. | Snap Inc. | | Electronic Arts, Inc. | News Corporation | Take-Two Interactive Software, Inc. | | Fox Corporation | Nexstar Media Group, Inc. | TEGNA Inc. | | IAC, Inc. | Omnicom Group Inc. | Warner Music Group Corp. | | Lionsgate Studio Corp. | Roku, Inc. | |

  55. 2025 Compensation Peer Group

    The Compensation Committee intends to evaluate the peer group on an annual basis to assess whether the peer group remains appropriate. Meridian has advised the Compensation Committee that SiriusXM is near the median of this peer group based on both revenue and market capitalization, which the Compensation Committee believes demonstrates that the peer group is an appropriate comparison to use when reviewing our compensation levels.

  56. 2025 Annual Bonuses

    2025 Annual Bonuses Individual target annual bonus levels are contained in our NEOs’ employment agreements and are subject to increase by the Compensation Committee (or the Board for the CEO). The target annual bonus opportunities for each of our NEOs are shown in the table below:

  57. 2025 Annual Bonuses

    | Named Executive Officer | 2025 Target Annual Bonus (as % of Base Salary) | | Jennifer C. Witz | 300% | | Thomas D. Barry | 125% | | Scott A. Greenstein | 200% | | Wayne D. Thorsen | 150% | | Richard N. Baer | 150% |

  58. 2025 Annual Bonuses

    Under our annual bonus plan adopted by the Compensation Committee, in 2025, cash awards are earned from 0% to 150% of target based on three performance metrics that the Compensation Committee concluded, in its business judgment, were important key metrics to support our short-term business objectives: (1) adjusted EBITDA, (2) total revenue, and (3) Sirius XM self-pay subscribers. In awarding bonuses to our NEOs for 2025, the Compensation Committee assessed our financial and operating performance against these key metrics as of December 31, 2025. Below are the performance metrics generally used for determining 2025 bonus awards.

  59. 2025 Annual Bonuses

    | | 2026 PROXY STATEMENT | 41 |

  60. 2025 Annual Bonuses

    (amounts in millions, except for Sirius XM Self Pay Subscribers)

  61. 2025 Annual Bonuses

    | Performance Metric | Threshold Performance | Target Performance | Maximum Performance | Weighting | 2025 Performance | 2025 Performance (Weighted) | | Adjusted EBITDA(1) | $2,386 | $2,651 | $2,916 | 60% | 102.5% of Target | 61.5% | | Total Revenue | $8,189 | $8,620 | $9,051 | 30% | 85.7% of Target | 25.7% | | Sirius XM Self Pay Subscribers | 30,830 | 31,018 | 31,206 | 10% | 150% of Target | 15.0% | | Total Weighted Payout | | | | | | 102.2% |

  62. 2025 Annual Bonuses

    (1) Adjusted EBITDA is not calculated or presented in accordance with GAAP and is considered a “Non-GAAP” financial measure. Please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Key Financial and Operating Metrics—Glossary” section in our annual report for the fiscal year ended December 31, 2025 that accompanies this proxy statement for a discussion of Adjusted EBITDA and a reconciliation to the most directly comparable GAAP measure. Our performance, after applying the weighting assigned by the Compensation Committee to each metric, resulted in achievement of 102.2% of target performance based on the weighted performance results described above. After reviewing these results, the Compensation Committee determined to fund the executive bonus pool at 100% of target. The Compensation Committee administered the bonus plan for executive officers (other than the CEO) in 2025 in a manner that was formulaic, while retaining discretion to determine individual bonus amounts for the NEOs based on additional factors it considered in its business judgment. With respect to the CEO, the Compensation Committee made a recommendation to the Board, and the Board approved the CEO’s bonus. In early 2026, the Compensation Committee reviewed the results of our performance based on the plan described above. The Compensation Committee (or the Board for the CEO) determined it was appropriate to award 2025 annual bonuses consistent with the approved funding of 100% of target for all NEOs other than Mr. Barry and Mr. Thorsen. In determining Mr. Barry’s 2025 bonus, the Compensation Committee took into account certain other aspects of the Company’s performance during 2025 and exercised discretion to reduce his annual bonus to 73% of target. Although the Compensation Committee recognized that Mr. Barry had made a number of contributions to the Company’s business during 2025, and had provided leadership during the year, given our financial and operating performance, the Compensation Committee used its discretion to adjust his 2025 bonus. With respect to Mr. Thorsen, the Compensation Committee evaluated Company performance against the pre-established goals and considered his individual contributions to our updated strategic focus on core in car audiences and our ads business. Mr. Thorsen drove significant in-year and run-rate savings across product and technology and marketing and was instrumental in the launch of new subscription packages and value add for our subscribers. Based on this assessment, the Compensation Committee determined that a payout of 107% of target appropriately reflected both Company performance and his individual contributions in 2025.

  63. 2025 Annual Bonuses

    | 42 | | 2026 PROXY STATEMENT |

  64. 2025 Annual Bonuses

    Approved 2025 annual bonuses for each NEO are shown below:

  65. 2025 Annual Bonuses

    | Named Executive Officer | 2025 Annual Bonus ($) | 2025 Annual Bonus (as a percentage of 2025 Target Annual Bonus) | | Jennifer C. Witz | $6,000,000 | 100% | | Thomas D. Barry | $800,000 | 73% | | Scott A. Greenstein | $3,400,000 | 100% | | Wayne D. Thorsen | $1,850,000 | 107% | | Richard N. Baer | $1,500,000 | 100% |

  66. Long-Term Equity Incentives

    Long-Term Equity Incentives The Compensation Committee (or the Board for the CEO) determines the level of long-term equity compensation in conjunction with its review and approval of the total compensation to be provided to NEOs and the objectives of our overall executive compensation program. Stock options, stock appreciation rights, restricted shares, restricted stock units, cash awards, performance awards or any combination of the foregoing (collectively, “awards”) are granted under the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan (the “2024 Plan”). Long-term incentive awards represent a significant portion of our NEOs’ total compensation opportunity and are intended to align realized compensation outcomes with sustained Company performance and long-term stockholder value creation. Historically, long-term equity awards have been a mix of (1) stock options, (2) restricted stock units (“RSUs”), (3) PRSUs earned for cumulative free cash flow performance and (4) PRSUs earned for relative TSR performance versus the S&P 500 Index. Starting in February 2025, the Compensation Committee determined that stock options would no longer be used as an annual equity award vehicle for grants. The Compensation Committee re-designed the structure of the performance-based equity awards beginning with grants made in 2025 to provide that the performance metric will be cumulative free cash flow with a relative TSR modifier versus the S&P 1500 Media and Entertainment Index. The Compensation Committee believes that free cash flow is an important financial performance metric to drive stockholder value creation and that our executive officers should continue to be rewarded by reference to attainment of free cash flow at specified levels. The Compensation Committee believes that linking a substantial portion of long-term equity compensation to cumulative free cash flow performance reinforces accountability for sustained operating results and long-term value creation. The Compensation Committee also believes that using relative TSR as a performance modifier, rather than a stand-alone performance metric, focuses on strategic Company results and provides for an appropriate level of stockholder alignment; and that the S&P 1500 Media and Entertainment Index is a more-relevant comparator group for investors to evaluate relative TSR performance. The Compensation Committee further believes this approach helps avoid overemphasis on short-term stock price volatility. The Compensation Committee also transitioned from granting executives multi-year front-loaded equity awards to instead award annual long-term incentive grants in order to enhance year-over-year alignment between pay and performance and to better reflect evolving market practice. The table below describes both current and historical equity award structures for NEOs. In 2025 and intended for subsequent years, PRSU grants will be earned for cumulative free cash flow performance with a relative TSR modifier. The standalone free cash flow and relative TSR PRSU structures described below apply only to grants prior to 2025 that remain outstanding, as do stock options that were not granted in 2025 or intended for regular grants in subsequent years.

  67. Long-Term Equity Incentives

    | | 2026 PROXY STATEMENT | 43 |

  68. Long-Term Equity Incentives

    | Award | Key Features | | Stock Options (Pre-2025 Grants) | • Exercise price equal to the fair market value of our common stock on the date of grant and rewards the executives only if the price of our common stock increases following the date of grant. • Generally vest on an annual basis over three years, subject to continued employment and have a ten-year term. • Vesting subject to the executive’s continued employment, incentivizing executives to remain with the Company and sustain increases in stockholder value over time. | | Time-Based RSUs | • Value ultimately received by our executive officers as a result of the settlement of the RSUs is directly determined by the closing price of our stock on the trading day prior to the vesting date. • Generally vest on an annual basis over three years, subject to continued employment. • Vesting subject to the executive’s continued employment, incentivizing executives to remain with the Company and sustain increases in stockholder value over time. | | Performance-Based RSUs (Free Cash Flow) (Pre-2025 Grants) | • At least 80% of the performance target must be achieved, with linear interpolation between 80%-100% achievement • Generally cliff vest at the end of a two- or a three-year performance period based on free cash flow performance. • Vesting may be subject to the executive’s continued employment through a period following the end of the performance period. | | Performance-Based RSUs (Relative TSR) (Pre-2025 Grants) | • Generally vest based on the percentile rank of our common stock’s TSR when ranked against the TSR of each company in the S&P 500 Index, as measured at the end of a two- or a three-year performance period. • Will only vest if our performance achieves at least the 25th percentile (resulting in 50% of the target PRSUs being earned), with a target payout (i.e., 100% of the target PRSUs) requiring performance at the 50th percentile. If our performance achieves the 75th percentile, then 150% of the target PRSUs will be earned. Payouts will be interpolated between points. If our absolute TSR is negative, then the number of PRSUs earned cannot exceed 100% of the target PRSUs. • Vesting may be subject to the executive officer’s continuous employment through an additional period or, in the case of our other senior management, the date the Compensation Committee certifies the performance result or the final anniversary of the grant date, whichever is later. | | Performance-Based RSUs (Free Cash Flow with Relative TSR modifier) (Starting in 2025) | • If the Company fails to achieve at least 50% of the free cash flow target, none of the PRSUs will vest. Between 50% and 100% achievement, payout is determined using straight-line interpolation, and performance above target may result in payout up to 200% of target. • Generally cliff vest at the end of a three-year performance period based on free cash flow performance. The number of PRSUs that vest may be increased or decreased based on the percentile rank of our common stock’s TSR when ranked against the TSR of each company in the S&P 1500 Media & Entertainment Index, as measured at the end of a three-year performance period. • If our percentile rank is less than 25%, then the number of vested PRSUs shall be decreased by 25%; if our percentile rank is at least 25% and up to and including 75%, then the number of vested PRSUs shall not be modified; and if our percentile rank is greater than 75%, then the number of vested PRSUs shall be increased by 25%; provided that in no event shall the number of vested PRSUs exceed 200% of the target number of PRSUs originally granted. • Vesting may be subject to the executive’s continued employment through a period following the end of the performance period. |

  69. Long-Term Equity Incentives

    The aggregate grant date fair value of long-term equity incentives is determined by the Compensation Committee (or the Board for the CEO) after taking into account a variety of factors, including those described under the section titled “Processes and Compensation Decisions.” In the case of Ms. Witz and

  70. Long-Term Equity Incentives

    | 44 | | 2026 PROXY STATEMENT |

  71. Long-Term Equity Incentives

    Mr. Greenstein, the long-term equity incentive awards granted to them in 2024 were intended to cover a three-year performance period (2024-2026). The Compensation Committee (or the Board for the CEO) does not expect to make additional regular annual long-term equity grants to Ms. Witz or Mr. Greenstein during that period. In February 2025, Mr. Thorsen and Mr. Baer were granted annual long-term equity incentives in connection with the employment agreements that we entered into with them in December 2024 and March 2025, respectively. Mr. Barry was granted an annual long-term equity incentive in February 2025 as part of the annual review of his compensation. The aggregate grant date value of long-term equity incentives granted in 2025 to each of Messrs. Baer, Barry and Thorsen are set forth below:

  72. Long-Term Equity Incentives

    | Name | Annual Stock Options | Annual RSUs | Annual PRSUs (Free Cash Flow) | Total Annual Equity | Additional Sign-On Equity (RSUs) | | Thomas D. Barry | $— | $2,310,500 | $2,367,838 | $4,678,338 | $— | | Wayne D. Thorsen | $— | $1,627,752 | $1,792,562 | $3,420,314 | $1,627,752 | | Richard N. Baer | $— | $1,429,995 | $1,572,162 | $3,002,157 | $1,906,660 |

  73. Long-Term Equity Incentives

    For Messrs. Baer and Thorsen, the amounts shown in the “Total Annual Equity” column reflect each executive’s regular annual long-term incentive opportunity and exclude one-time sign-on equity awards, which are presented separately in the “Additional Sign-On Equity” column. No stock options were granted to any named executive officer in 2025. The number of RSUs and PRSUs granted in 2025 was determined by dividing the applicable target grant value by the average closing price of the Company’s common stock for the twenty (20)-trading day period preceding, but not including, the applicable grant date, which was $22.12 per share for the awards granted to Mr. Thorsen on February 3, 2025, $22.32 per share for the awards granted to Mr. Barry on February 5, 2025 and $25.22 per share for the awards granted to Mr. Baer on March 3, 2025. With respect to PRSUs granted in 2025, 100% of the PRSUs awarded to Messrs. Barry, Baer and Thorsen are subject to the achievement of a cumulative free cash flow performance target established by the Compensation Committee and measured over the three-year performance period from January 1, 2025 through December 31, 2027. The number of PRSUs that become eligible to vest based on free cash flow performance may range from 0% to 200% of the target number of PRSUs. The number of PRSUs eligible to vest based on free cash flow performance is then subject to upward or downward modification of up to 25% based on the Company’s relative TSR performance versus the companies included in the S&P 1500 Media & Entertainment Index, as in effect on the first day of the performance period; provided, however, that in no event may the number of PRSUs ultimately earned exceed 200% of the target PRSUs.

  74. Equity Pay Delivery for 2025 Performance Year

    Equity Pay Delivery for 2025 Performance Year Vesting of Free Cash Flow PRSUs Whose Performance Period Included the Year Ended December 31, 2025—Certain PRSUs granted by the Compensation Committee are subject to achievement of a cumulative free cash flow target established by the Compensation Committee, measured over a two-year performance period. In early 2026, the Compensation Committee certified the achievement of the free cash flow performance goal for PRSUs that included the year ended December 31, 2025 as part of the performance period. Free cash flow performance for the period exceeded the performance goal, which resulted in the vesting of the PRSUs at 100%. The settlement of these PRSUs is generally subject to the executive’s continued employment with us for an additional vesting period which varies for each executive. Vesting details can be found in the footnotes of the table titled “Outstanding Equity Awards at Fiscal Year-End 2025”.

  75. Equity Pay Delivery for 2025 Performance Year

    Vesting of Relative TSR PRSUs Whose Performance Period Included the Year Ended December 31, 2025—The vesting of certain PRSUs granted by the Compensation Committee was conditioned upon three-year TSR of the Company’s common stock relative to the other entities in the S&P 500 Index. In early 2026, the Compensation Committee certified the Company’s percentile rank relative to the other entities in the S&P 500 Index for the three-year period ending December 31, 2025. The percentile rank of the TSR of the Company’s common stock relative to the other entities in the S&P 500 Index for the three-year period ending December 31, 2025 was below the threshold performance level; accordingly, consistent with the terms of the applicable award agreements, no PRSUs tied to this three-year relative TSR metric were earned and such awards expired unvested.

  76. Dividend Equivalent Units

    Dividend Equivalent Units DEUs are granted to each executive if, on any date while RSUs or PRSUs are outstanding, we pay a dividend on our common stock (other than a dividend payable in common stock). The number of RSUs and PRSUs granted to the executive are, as of the record date for such dividend payment, increased by a number of RSUs or PRSUs, as applicable, equal to: (a) the product of (x) the number of RSUs or PRSUs held by the executive as of such record date, multiplied by (y) the per share amount of any cash dividend (or, in the case of any dividend payable, in whole or in part, other than in cash, the per share value of such dividend, as determined in good faith by us), divided by (b) the average closing price of a share of our common stock on NASDAQ on the twenty trading days preceding, but not including, such record date. DEUs are subject to the same vesting and other terms as the related RSUs or PRSUs, as applicable. All DEUs are granted under the terms of the original plan the grant was issued under.

  77. Policies and Procedures Relating to Equity Grant Practices

    Policies and Procedures Relating to Equity Grant Practices Our Compensation Committee has adopted policies and procedures for the granting of equity awards. Pursuant to these policies and procedures, the Compensation Committee approves all equity awards, subject to any delegation of authority that is permitted by applicable law. Equity awards are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of equity grant dates. Equity awards are made outside of any “blackout” periods and are made at least one business day following the end of any blackout period.

  78. Policies and Procedures Relating to Equity Grant Practices

    | | 2026 PROXY STATEMENT | 47 |

  79. Policies and Procedures Relating to Equity Grant Practices

    | Executive Compensation • Other Benefits Provided to NEOs |

  80. Policies and Procedures Relating to Equity Grant Practices

    We do not grant equity awards (i) during trading blackout periods, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. During fiscal year 2025, (i) none of our NEOs were awarded option-like equity with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  81. Payments to NEOs Upon Termination or Change in Control

    Payments to NEOs Upon Termination or Change in Control The employment agreements with our NEOs provide for severance payments upon an involuntary termination of employment without “cause” or a termination of employment for “good reason” (as each term is defined in their employment agreements). While these arrangements vary among executives due to individual negotiations, none of our employment agreements with our NEOs include any golden parachute excise tax gross-ups. The material terms of these agreements are described under “Potential Payments or Benefits Upon Termination or Change in Control—Employment Agreements.” None of the employment agreements for our NEOs provide for any payments solely due to a change in control. Under the terms of the 2024 Plan, if the employment of any of our NEOs is terminated by us without cause, or by the executive for good reason, within two years following a change in control, then in accordance with the 2024 Plan, their equity awards are subject to accelerated vesting. These arrangements are intended to retain highly qualified executives who could have other job alternatives that may appear to them, in the absence of these arrangements, to be less risky, and such arrangements are designed to allow the executives to focus exclusively on our interests.

  82. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning total compensation earned or paid to our Chief Executive Officer, our former Chief Financial Officer, and our three other most highly compensated executive officers as of December 31, 2025. Our former Executive Vice President, General Counsel and Secretary moved to part-time status on February 9, 2026, through March 6, 2026.

  83. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Jennifer C. Witz Chief Executive Officer | 2025 | 2,000,000 | — | — | — | 6,000,000 | — | 12,795 | 8,012,795 | | | 2024 | 2,000,000 | — | 16,226,658 | 16,500,000 | 2,100,000 | — | 257,660 | 37,084,318 | | | 2023 | 1,750,001 | 5,250,000 | — | — | — | — | 164,546 | 7,164,547 | | Thomas D. Barry Executive Vice President and Chief Financial Officer | 2025 | 872,877 | — | 4,678,338 | — | 800,000 | — | 9,000 | 6,360,215 | | | 2024 | 845,765 | — | 2,574,589 | 875,000 | 456,875 | — | 10,350 | 4,762,579 | | | 2023 | 688,751 | 900,000 | 2,041,986 | 750,001 | — | — | 9,900 | 4,390,637 | | Scott A. Greenstein President and Chief Content Officer | 2025 | 1,700,000 | — | — | — | 3,400,000 | — | 1,962 | 5,101,962 | | | 2024 | 1,698,986 | — | 10,411,204 | 8,250,000 | 1,462,000 | — | 10,350 | 21,832,540 | | | 2023 | 1,697,440 | 2,500,000 | — | — | — | — | 9,900 | 4,207,340 | | Wayne D. Thorsen Executive Vice President and Chief Operating Officer | 2025 | 1,150,000 | — | 5,048,066 | — | 1,850,000 | — | 238,686 | 8,286,752 | | | 2024 | 50,273 | 700,000 | — | — | — | — | — | 750,273 | | Richard N. Baer Executive Vice President, General Counsel and Secretary | 2025 | 832,877 | 500,000 | 4,908,818 | — | 1,500,000 | — | 8,654 | 7,750,349 |

  84. Summary Compensation Table

    (1) For 2023, the amounts reflected in this column are the gross amount of each named executive officer’s discretionary annual bonus award payable in respect of the fiscal year to which such amount relates. For 2024, the amount reflected in this column for Mr. Thorsen reflects a $700,000 cash sign on bonus that was paid during 2024 in connection with his entry into an employment agreement and commencing employment with us. For 2025, the amount reflected in this column for Mr. Baer reflects a $500,000 cash sign on bonus that was paid during 2025 in connection with his entry into an employment agreement and commencing employment with us. (2) The aggregate grant date fair value of stock option, RSU and PRSU awards were computed in accordance with FASB ASC 718, Compensation—Stock Compensation. The assumptions used in the valuation of the stock options are discussed in Note 14 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In the case of Mr. Barry, the reported amount includes PRSUs with a grant date fair value of $2,367,838. The target award value for the PRSUs granted to Mr. Barry in 2025 was based on the probable outcome of the performance conditions applicable to such PRSUs as of the date of the grant, which was equal to the target level. If the highest level of performance is achieved for all performance metrics, the grant date fair value of such PRSUs would be 4,621,001. In the case of Mr. Thorsen, the reported amount includes PRSUs with a grant date fair value of $1,792,562. The target award value for the PRSUs granted to Mr. Thorsen in 2025 was based on the probable outcome of the performance conditions applicable to such PRSUs as of the date of the grant, which was equal to the target level. If the highest level of performance is achieved for all performance metrics, the grant date fair value of such PRSUs would be 3,255,504. In the case of Mr. Baer, the reported amount includes PRSUs with a grant date fair value of $1,572,162. The target award value for the PRSUs granted to Mr. Baer in 2025 was based on the probable outcome of the performance conditions applicable to such PRSUs as of the date of the grant, which was equal to the target level. If the highest level of performance is achieved for all performance metrics, the grant date fair value of such PRSUs would be 2,859,991. In connection with Mr. Baer’s departure from the Company, these PRSUs were forfeited in accordance with the terms of the applicable award agreement and no amounts were earned or paid with respect to such awards. Amounts shown in this column reflect the gross amount of each named executive officer’s 2025 annual bonus earned pursuant to the Company’s performance-based annual bonus program. With respect to bonuses, the Compensation Committee administered the bonus program for executive officers in 2025 in a manner that was formulaic, while retaining discretion to determine individual bonus amounts based on additional factors it considered in its business judgment. As described in more detail in the section entitled “2025 Annual Bonuses” in the CD&A, the annual bonus program was implemented as a performance-based bonus program subject to attainment of specified financial performance metrics and

  85. Summary Compensation Table

    | | 2026 PROXY STATEMENT | 51 |

  86. Summary Compensation Table

    targets, and the amount of each named executive officer’s annual bonus was tied to the results of these performance metrics and targets, subject to positive or negative discretion. As such, annual bonuses for 2025 are reported in the “Non-Equity Incentive Plan” column rather than the “Bonus” column. (4) We do not provide above-market or preferential earnings on deferred compensation. For each named executive officer, the amount in the “All Other Compensation” column for 2025 includes matching contributions by us under our 401(k) savings plan. For Ms. Witz, the amount in the “All Other Compensation” column for 2025 also includes $2,295, which represents the aggregate incremental cost to us in 2025 associated with costs of a car and driver or other travel-related expenses associated with travel to and from her home to our offices in New York. In 2025, we did not pay Ms. Witz any amount for personal use of a private aircraft arranged by us, as she chose not to use this benefit during 2025. The amount for Mr. Thorsen includes $150,000, paid on his behalf for legal fees he incurred in connection with matters relating to the commencement of his employment with the Company. The amount for Mr. Thorsen also includes $78,186 for the reimbursement of relocation-related expenses incurred in connection with his relocation to New York.

  87. Summary Compensation Table

    | 52 | | 2026 PROXY STATEMENT |

  88. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information with respect to plan-based equity and non-equity awards made during fiscal year 2025 to the named executive officers.

  89. Grants of Plan-Based Awards in 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jennifer C. Witz | N/A | 3,000,000 | 6,000,000 | 9,000,000 | — | — | — | — | — | — | — | | Thomas D. Barry | N/A | 546,875 | 1,093,750 | 1,640,625 | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | — | — | | | 2/5/2025 | — | — | — | — | — | — | 89,589 | — | — | 2,310,500 | | | 2/5/2025 | — | — | — | 44,795 | 89,589 | 179,178 | — | — | — | 2,367,838 | | Scott A. Greenstein | N/A | 1,700,000 | 3,400,000 | 5,100,000 | — | — | — | — | — | — | — | | Wayne D. Thorsen | N/A | 862,500 | 1,725,000 | 2,587,500 | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | — | — | | | 2/3/2025 | — | — | — | — | — | — | 135,646 | — | — | 3,255,504 | | | 2/3/2025 | — | — | — | 33,912 | 67,823 | 135,646 | — | — | — | 1,792,562 | | Richard N. Baer | N/A | 750,000 | 1,500,000 | 2,250,000 | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | — | — | | | 3/3/2025 | — | — | — | — | — | — | 138,796 | — | — | 3,336,656 | | | 3/3/2025 | — | — | — | 29,742 | 59,484 | 118,968 | — | — | — | 1,572,162 |

  90. Grants of Plan-Based Awards in 2025

    (1) Amounts shown in this column reflect the threshold, target and maximum 2025 annual bonus opportunities for each of the applicable named executive officers under the 2025 annual bonus program. With respect to bonuses, the Compensation Committee administered the bonus program for executive officers in 2025 in a manner that was formulaic, while retaining discretion to determine individual bonus amounts based on additional factors it considered in its business judgment. As described in more detail in the section entitled “2025 Annual Bonuses” in the CD&A, the annual bonus program was implemented as a performance-based bonus program subject to attainment of specified financial performance metrics and targets, subject to positive and negative discretion, and the amount of each named executive officer’s annual bonus was tied to the results of these performance metrics and targets. For amounts actually earned for each of the named executive officers under the 2025 annual bonus program, see the section entitled “2025 Annual Bonuses” in the CD&A. (2) The PRSUs granted to Mr. Barry on February 5, 2025 were part of the Compensation Committee’s annual review of his compensation. The PRSUs granted to Mr. Thorsen on February 3, 2025 were in connection with his employment agreement dated December 5, 2024. The PRSUs granted to Mr. Baer on March 3, 2025 were in connection with his employment agreement dated February 17, 2025. In connection with Mr. Barry’s termination, his outstanding PRSUs granted in 2025 vested on an accelerated basis at target, in accordance with the terms of the applicable award agreement. For Mr. Barry, 100% of his PRSUs are subject to the achievement of a cumulative free cash flow target, established by the Compensation Committee, measured over a three-year performance period, with the number of shares ultimately earned subject to modification based on the Company’s three-year TSR relative to the other companies in the S&P 1500 Media & Entertainment Index, as in effect on the first day of the performance period. The performance period for these PRSUs is January 1, 2025 through December 31, 2027. For Mr. Thorsen, 100% of his PRSUs are subject to the achievement of a cumulative free cash flow target, established by the Compensation Committee, measured over a three-year performance period, with the number of shares ultimately earned subject to modification based on the Company’s three-year TSR relative to the other companies in the S&P 1500 Media & Entertainment Index, as in effect on the first day of the performance period. The performance period for these PRSUs is January 1, 2025 through December 31, 2027. For Mr. Baer, 100% of his PRSUs are subject to the achievement of a cumulative free cash flow target, established by the Compensation Committee, measured over a three-year performance period, with the number of shares ultimately earned subject to modification based on the Company’s three-year TSR relative to the other companies in the S&P 1500 Media & Entertainment Index, as in effect on the first day of the performance period. The performance period for these PRSUs is January 1, 2025 through December 31, 2027. In connection with Mr. Baer’s departure from the Company, these PRSUs were forfeited in accordance with the terms of the applicable award agreement, and no shares will be earned or issued pursuant to these awards.

  91. Grants of Plan-Based Awards in 2025

    | | 2026 PROXY STATEMENT | 53 |

  92. Grants of Plan-Based Awards in 2025

    The PRSUs are earned based on the achievement of a cumulative free cash flow target over a three-year performance period. If the Company fails to achieve at least 50% of the free cash flow target, none of the PRSUs will be eligible to vest. If the Company’s cumulative free cash flow achievement is between 50% and 100% of the target, the number of PRSUs eligible to vest will be determined by straight-line interpolation between those percentages. Upon achievement of 100% of the free cash flow target, 100% of the target PRSUs will be eligible to vest, and if achievement exceeds 100% of the target, the number of PRSUs eligible to vest may increase based on straight-line interpolation, up to a maximum of 200% of the target PRSUs. The number of PRSUs eligible to vest based on cumulative free cash flow performance is subject to modification based on the Company’s three-year TSR relative to the other companies in the S&P 1500 Media & Entertainment Index, as in effect on the first day of the performance period. Based on the Company’s relative TSR percentile ranking, the number of PRSUs eligible to vest may be decreased by 25%, remain unchanged, or be increased by 25%, subject to an overall cap of 200% of the target PRSUs. In each case, vesting of the PRSUs is also subject to the named executive officer’s continued employment through the applicable vesting date. (3) Reflects the number of PRSUs, RSUs and stock options granted under the 2024 Long Term Stock Incentive Plan during 2025. The aggregate grant date fair value of RSU and PRSU awards were computed in accordance with FASB ASC 718, Compensation—Stock Compensation, including, in the case of the PRSUs, the probable outcome of the performance conditions. The assumptions used in the valuation of the stock options are discussed in Note 14 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  93. Grants of Plan-Based Awards in 2025

    | 54 | | 2026 PROXY STATEMENT |

  94. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information with respect to the status at December 31, 2025 of all unvested RSUs and PRSUs and exercisable and unexercisable stock options awarded to each of the named executive officers:

  95. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Option Awards(1)(2) | | | | Stock Awards(1)(3) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have not Vested (#) | Market Value of Shares or Units of Stock That Have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Jennifer C. Witz(4) | 56,387 | — | 52.70 | 8/21/2027 | — | — | — | — | | | 56,609 | — | 58.60 | 2/1/2028 | — | — | — | — | | | 227,788 | — | 57.80 | 3/5/2029 | — | — | — | — | | | 650,053 | — | 59.30 | 2/3/2031 | — | — | — | — | | | 713,550 | 356,775 | 51.40 | 2/5/2034 | — | — | — | — | | | — | — | — | — | 157,046 | 3,140,920 | — | — | | | — | — | — | — | — | — | 67,305 | 1,346,090 | | Thomas D. Barry(5) | 30,954 | — | 69.50 | 2/10/2030 | — | — | — | — | | | 21,753 | — | 57.40 | 2/16/2031 | — | — | — | — | | | 29,309 | — | 64.30 | 2/2/2032 | — | — | — | — | | | 20,000 | 10,001 | 49.90 | 2/6/2033 | — | — | — | — | | | 27,844 | 13,924 | 36.80 | 5/2/2033 | — | — | — | — | | | 18,919 | 37,840 | 51.40 | 2/5/2034 | — | — | — | — | | | — | — | — | — | 147,471 | 2,949,420 | — | — | | | — | — | — | — | — | — | 102,991 | 2,059,820 | | Scott A. Greenstein(6) | 268,379 | — | 63.60 | 12/8/2030 | — | — | — | — | | | 366,092 | 732,184 | 27.40 | 5/29/2034 | — | — | — | — | | | — | — | — | — | 39,206 | 784,120 | — | — | | | — | — | — | — | — | — | 176,435 | 3,528,690 | | Wayne D. Thorsen(7) | — | — | — | — | 83,085 | 1,661,700 | — | — | | | — | — | — | — | — | — | 71,213 | 1,424,260 | | Richard N. Baer(8) | — | — | — | — | 144,015 | 2,880,300 | — | — | | | — | — | — | — | — | — | 61,721 | 1,234,420 |

  96. Outstanding Equity Awards at Fiscal Year-End 2025

    (1) On September 9, 2024, Liberty Media completed a split-off of New Sirius, pursuant to which New Sirius merged with Old Sirius, making Old Sirius a wholly owned subsidiary of New Sirius. As part of the merger, each Old Sirius share was converted into one-tenth (0.1) of a New Sirius share, with cash paid for fractional shares. All share amounts displayed reflect this conversion, rounded down to the nearest whole share. (2) On February 25, 2022, we paid a special dividend which resulted in a $2.50 reduction to the exercise price of all options outstanding as of February 11, 2022. The table reflects this reduction in exercise price. Amounts also include DEUs granted to the executive pursuant to the terms of the award agreements governing each RSU or PRSU, as applicable, to reflect the payment of dividends on our common stock. DEUs vest on the same terms as

  97. Outstanding Equity Awards at Fiscal Year-End 2025

    | | 2026 PROXY STATEMENT | 55 |

  98. Outstanding Equity Awards at Fiscal Year-End 2025

    the related RSUs or PRSUs, as applicable. All DEUs are granted pursuant to the terms of the 2024 Plan. Our practice with respect to crediting DEUs is described in more detail on page 46. Amounts under “Market Value of Shares or Units of Stock That Have Not Vested” and “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” were calculated based on the closing price on NASDAQ of our common stock on December 31, 2025, of $20.00. The RSUs and PRSUs are valued at (a) the closing price of the stock at December 31, 2025, multiplied by (b) the number of awards that have not vested. In the table above, the number and market value of the 2024 PRSUs based on TSR reflect threshold performance achievement for Ms. Witz, Mr. Barry and Mr. Greenstein. The number and market value of the 2024 and 2025 PRSUs based on free cash flow reflect target performance achievement for Mr. Barry, Mr. Greenstein, Mr. Thorsen, and Mr. Baer. The number and market value of both PRSUs components granted in 2023 for Mr. Barry reflect actual performance achievement. The number and market value of the PRSUs based on free cash flow granted in 2024 for Ms. Witz reflect actual performance achievement. The performance period for the PRSUs whose achievement was based on TSR granted to Ms. Witz in 2024 was the period beginning January 1, 2024 and ending on December 31, 2026. The performance period for the PRSUs whose achievement was based on free cash flow granted to Ms. Witz in 2024 was the period beginning January 1, 2024 and ending on December 31, 2025. The performance period for the PRSUs whose achievement was based on TSR granted to Mr. Barry in 2023 was the period beginning January 1, 2023 and ending on December 31, 2025. The performance period for the PRSUs whose achievement was based on free cash flow granted to Mr. Barry in 2023 was the period beginning January 1, 2023 and ending on December 31, 2024. The performance period for the PRSUs whose achievement was based on TSR granted to Mr. Barry in 2024 was the period beginning January 1, 2024 and ending on December 31, 2026. The performance period for the PRSUs whose achievement was based on free cash flow granted to Mr. Barry in 2024 was the period beginning January 1, 2024 and ending on December 31, 2025. The performance period for the PRSUs whose achievement was based on free cash flow with a TSR modifier granted to Mr. Barry in 2025 was the period beginning January 1, 2025 and ending on December 31, 2027. The performance period for the PRSUs whose achievement is based on TSR granted to Mr. Greenstein in 2024 was the period beginning January 1, 2024 and ending on December 31, 2026. The performance period for the PRSUs whose achievement is based on free cash flow granted to Mr. Greenstein in 2024 was the period beginning January 1, 2024 and ending on December 31, 2026. The performance period for the PRSUs whose achievement was based on free cash flow with a TSR modifier granted to Mr. Thorsen in 2025 was the period beginning January 1, 2025 and ending on December 31, 2027. The performance period for the PRSUs whose achievement was based on free cash flow with a TSR modifier granted to Mr. Baer in 2025 was the period beginning January 1, 2025 and ending on December 31, 2027.The actual number of shares, with respect to the PRSUs, will be distributed upon the satisfaction of the applicable performance metrics through the performance period and the employee’s continued employment. (4) Outstanding equity awards for Ms. Witz vest as follows: the 56,387 options granted on August 21, 2017 at an exercise price of $52.70 vested as follows: 18,795 options vested on August 21, 2018, 18,795 options vested on August 21, 2019, and 18,797 options vested on August 21, 2020; the 56,609 options granted on February 1, 2018 at an exercise price of $58.60 vested as follows: 18,869 options vested on February 1, 2019, 18,869 options vested on February 3, 2020, and 18,871 options vested on February 1, 2021; the 227,788 options granted on March 5, 2019 at an exercise price of $57.80 vested as follows: 75,929 options vested on March 5, 2020, 75,929 options vested on March 5, 2021, and 75,930 options vested on March 7, 2022; the 650,053 options granted on February 3, 2021 at an exercise price of $59.30 vested as follows: 216,684 options vested on December 31, 2021, 216,684 options vested on December 31, 2022, and 216,685 options vested on December 31, 2023; the 1,070,325 options granted on February 5, 2024 at an exercise price of $51.40 vested as follows: 356,775 options vested on December 31, 2024, 356,775 options vested on December 31, 2025, and 356,775 options will vest on December 31, 2026. The outstanding RSUs granted to Ms. Witz vest as follows: 22,437 RSUs will vest on December 31, 2026. The 134,609 PSUs whose achievement was based on a free cash flow performance metric granted to Ms. Witz on February 5, 2024 were fully achieved and will vest on December 31, 2026. The 134,609 PSUs whose achievement was based on a TSR performance metric granted to Ms. Witz on February 5, 2024, subject to the satisfaction of the applicable performance metric and her continued employment, will vest on January 18, 2027. Outstanding equity awards for Mr. Barry vest as follows: the 30,954 options granted at an exercise price of $69.50 vested in three equal annual installments of 10,318 from date of grant on February 10, 2020; the 32,629 options granted on February 16, 2021 at an exercise price of $57.40 vested as follows: 10,876 options vested on February 16, 2022, 10,876 options vested on February 16, 2023, and 10,877 options vested on February 16, 2024; the 29,309 options granted on February 2, 2022 at an exercise price of $64.30 vested as follows: 9,769 options vested on February 2, 2023, 9,769 options vested on February 2, 2024, and 9,771 options vested on February 2, 2025; the 30,001 options granted on February 6, 2023 at an exercise price of $49.90 vested as follows: 10,000 options vested on February 6, 2024, 10,000 options vested on February 6, 2025, and 10,001 options will vest on February 6, 2026; the 41,768 options granted on May 2, 2023 at an exercise price of $36.80 vested as follows: 13,922 options vested on May 2, 2024, 13,922 options vested on May 2, 2025, and 13,924 options will vest on April 28, 2026; the 56,759 options granted on February 5, 2024 at an exercise price of $51.40 vested as follows: 18,919 options vested on February 5, 2025, 18,919 options will vest on February 5, 2026, and 18,921 options will vest on February 5, 2027. The outstanding RSUs granted to Mr. Barry will vest as follows: 37,308 RSUs will vest on February 5, 2026, 2,371 RSUs will vest on February 6, 2026, 3,542 RSUs will vest on April 28, 2026, 37,301

  99. Outstanding Equity Awards at Fiscal Year-End 2025

    | 56 | | 2026 PROXY STATEMENT |

  100. Outstanding Equity Awards at Fiscal Year-End 2025

    RSUs will vest on February 5, 2027, and 31,357 RSUs will vest on February 5, 2028. The 7,115 PRSUs whose achievement is based on free cash flow granted to Mr. Barry on February 6, 2023 were fully achieved and will vest, subject to his continued employment, on February 6, 2026. The 7,115 PRSUs granted to Mr. Barry on February 6, 2023, whose achievement is based on TSR, did not satisfy the applicable performance metric at the completion of the performance period on December 31, 2025. As the applicable performance metric was not satisfied, no shares will vest on February 6, 2026. The 10,631 PRSUs whose achievement is based on free cash flow granted to Mr. Barry on May 2, 2023 were fully achieved and will vest, subject to his continued employment, on April 28, 2026. The 10,631 PRSUs whose achievement is based on TSR granted to Mr. Barry on May 2, 2023, did not satisfy the applicable performance metric at the completion of the performance period on December 31, 2025. As the applicable performance metric was not satisfied, no shares will vest on April 28, 2026. The 17,846 PRSUs whose achievement is based on free cash flow granted to Mr. Barry on February 5, 2024 were fully achieved and will vest, subject to his continued employment, on February 5, 2027. The 17,846 PRSUs whose achievement is based on TSR granted to Mr. Barry on February 5, 2024 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on February 5, 2027. The 94,068 PRSUs whose achievement is based on free cash flow granted to Mr. Barry on February 5, 2025, subject to modification based on relative TSR performance over the measurement period beginning January 1, 2025 and ending December 31, 2027 and his continued employment, will vest on February 5, 2028. The actual number of shares, with respect to the PRSUs, will be distributed upon the satisfaction of the applicable performance metrics through the performance period and the employee’s continued employment. (6) Outstanding equity awards for Mr. Greenstein vest as follows: the 268,379 options granted on December 8, 2020 at an exercise price of $63.60 vested as follows: 134,189 options vested on May 24, 2023 and 134,190 options vested on May 24, 2024; the 1,098,276 options granted on May 29, 2024 at an exercise price of $27.40 vest as follows: 366,092 options vested on May 26, 2025, 366,092 options will vest on May 25, 2026, and 366,092 options will vest on May 24, 2027. The outstanding RSUs granted to Mr. Greenstein will vest as follows: 19,602 RSUs will vest on May 26, 2026 and 19,604 RSUs will vest on May 24, 2027. The 117,623 PRSUs whose achievement is based on free cash flow granted to Mr. Greenstein on May 29, 2024 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on May 24, 2027. The 117,623 PRSUs whose achievement is based on TSR granted to Mr. Greenstein on May 29, 2024 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on May 24, 2027. The actual number of shares, with respect to the PRSUs, will be distributed upon the satisfaction of the applicable performance metrics through the performance period and the employee’s continued employment. (7) Outstanding equity awards for Mr. Thorsen vest as follows: The outstanding RSUs granted to Mr. Thorsen will vest as follows: 59,348 RSUs will vest on December 16, 2026, and 23,737 RSUs will vest on December 15, 2027. The 71,213 PRSUs whose achievement is based on free cash flow granted to Mr. Thorsen on February 3, 2025, subject to modification based on relative TSR performance and his continued employment, will vest on February 1, 2028. The actual number of shares, with respect to the PRSUs, will be distributed upon the satisfaction of the applicable performance metrics through the performance period and the employee’s continued employment. (8) Outstanding equity awards for Mr. Baer vest as follows: The outstanding RSUs granted to Mr. Baer were scheduled to vest as follows: 61,721 RSUs on March 3, 2026, 61,720 RSUs on March 3, 2027, and 20,574 RSUs on March 3, 2028. The 61,721 PRSUs whose achievement is based on free cash flow granted to Mr. Baer on March 3, 2025, subject to modification based on relative TSR performance and his continued employment, would have vested on March 3, 2028. In connection with Mr. Baer’s departure from the Company, the RSUs scheduled to vest on March 3, 2026 were delivered in accordance with their terms. As a result of his termination of employment, Mr. Baer’s 61,721 PRSUs were forfeited and the RSUs scheduled to vest in 2027 and 2028 were also forfeited. All equity awards vest subject to the named executive officer’s continued employment through the applicable vesting date and are subject to earlier vesting upon certain qualifying terminations of employment. See “Potential Payments or Benefits Upon Termination or Change in Control.”

  101. Outstanding Equity Awards at Fiscal Year-End 2025

    | | 2026 PROXY STATEMENT | 57 |

  102. Outstanding Equity Awards at Fiscal Year-End 2025

    | Executive Compensation • Option Exercises and Stock Vested in 2025 |

  103. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information with respect to option exercises and RSUs that vested during 2025:

  104. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Exercised (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jennifer C. Witz | — | — | 22,433 | 448,660 | | Thomas D. Barry | — | — | 22,391 | 539,781 | | Scott A. Greenstein | — | — | 19,138 | 426,044 | | Wayne D. Thorsen | — | — | 59,341 | 1,275,238 | | Richard N. Baer | — | — | — | — |

  105. Option Exercises and Stock Vested in 2025

    (1) Value realized on vesting is the amount equal to (a) the closing price on NASDAQ on the day of vesting multiplied by (b) the number of shares vesting.

  106. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table provides information with respect to Sirius XM Holdings Inc. Deferred Compensation Plan, a nonqualified deferred compensation plan, for 2025:

  107. Non-Qualified Deferred Compensation

    | Name | Executive Contributions(1) ($) | Employer Contributions ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End(3) ($) | | Jennifer C. Witz | — | — | 648,212 | (2,098,102) | 10,795,091 | | Thomas D. Barry | — | — | 364,425 | (47,219) | 3,121,535 | | Scott A. Greenstein | — | — | — | — | — | | Wayne D. Thorsen | — | — | — | — | — | | Richard N. Baer | — | — | — | — | — |

  108. Non-Qualified Deferred Compensation

    (1) No executive contributions were made under the Sirius XM Holdings Inc. Deferred Compensation Plan during fiscal year 2025. (2) Amounts in this column are not reported as compensation for fiscal year 2025 in the Summary Compensation Table since they do not reflect above-market or preferential earnings. Deferrals may be allocated among investment options that are similar to the investment options available under the Sirius XM 401(k) Savings Plan. Of the available investment options, the one-year rate of return during 2025 ranged from 4.22% to 32.18%. (3) Year-end balances in this column do not include any amounts attributable to salary or bonus deferrals for fiscal year 2025, as no named executive officer elected to defer salary or bonus compensation for such year. Of the aggregate balances, the following amounts relate to deferrals made in prior fiscal years that were included in the Summary Compensation Table in such prior years: Ms. Witz, $11,793,800; and Mr. Barry, $742,463. The Deferred Compensation Plan provides a tax-efficient method for participants to defer certain portions of their compensation. Participation in the Deferred Compensation Plan is available to certain of our officers, including our named executive officers, and members of our board of directors. Our named executive officers are eligible to participate on the same terms as other eligible employees. Although the Compensation Committee deemed the Deferred Compensation Plan to be a benefit to participants, it is not included in any quantitative valuation with respect to the three main components of our executive compensation packages, because participation in the Deferred Compensation Plan, and to what extent, is at each participant’s discretion and there is no matching contribution from us at this time. Pursuant to the Deferred Compensation Plan, eligible employees may elect to defer up to 50% of their cash-paid base salary and up to 75% of their annual cash bonus. We may elect to make additional contributions

  109. Non-Qualified Deferred Compensation

    | 58 | | 2026 PROXY STATEMENT |

  110. Non-Qualified Deferred Compensation

    beyond amounts deferred by participants, but we are under no obligation to do so. At the time of making a deferral election, participants designate the time and form of the distribution of deferrals to be made for the year to which that election relates. Distributions may occur earlier upon a change in control or a termination of employment, subject to certain conditions provided for under the Deferred Compensation Plan and Section 409A of the Internal Revenue Code. Participants have the opportunity to designate the investment funds to which the deferred amounts are to be credited. All investment gains and losses in a participant’s account under the Deferred Compensation Plan are immediately vested and entirely based upon the investment selections made by the participant. We do not pay guaranteed, above-market or preferential earnings on this deferred compensation. The available investment choices are similar to the choices available under the Sirius XM Radio 401(k) Savings Plan. Participants may change the investment selections for new payroll deferrals as frequently as each semi-monthly pay cycle. Investment selections for existing account balances may be changed daily. Any changes (whether to new deferrals or existing balances) may be made through an internet site or telephone call center maintained by the plan’s third-party record keeper. We have established a grantor (or “rabbi”) trust to facilitate payment of our obligations under the Deferred Compensation Plan.

  111. Potential Payments or Benefits Upon Termination or Change in Control

    Potential Payments or Benefits Upon Termination or Change in Control

  112. POTENTIAL PAYMENTS AND BENEFITS

    POTENTIAL PAYMENTS AND BENEFITS The following table describes the potential payments and benefits under the named executive officers’ agreements and our stock incentive plan to which they would have been entitled if a termination of employment or change in control had occurred as of December 31, 2025:

  113. POTENTIAL PAYMENTS AND BENEFITS

    | Name | Triggering Event | Severance Payment ($)(1) | Accelerated Equity Vesting ($)(2) | Continuation of Insurance Benefits ($)(3) | Total ($)(4) | | Jennifer C. Witz | Termination due to death or disability | 6,000,000 | 5,833,100 | — | 11,833,100 | | | Termination without cause or for good reason | 18,000,000 | 5,833,100 | 53,229 | 23,886,329 | | | Termination without cause or for good reason following a change in control | 18,000,000 | 5,833,100 | 53,229 | 23,886,329 | | Thomas D. Barry | Termination due to death or disability | — | 5,210,600 | — | 5,210,600 | | | Termination without cause or for good reason | 3,062,500 | 5,210,600 | 59,138 | 8,332,238 | | | Termination without cause or for good reason following a change in control | 3,062,500 | 5,210,600 | 59,138 | 8,332,238 | | Scott A. Greenstein | Termination due to death or disability | — | 5,489,040 | — | 5,489,040 | | | Termination without cause or for good reason | 11,050,000 | 5,489,040 | 41,630 | 16,580,670 | | | Termination without cause or for good reason following a change in control | 11,050,000 | 5,489,040 | 41,630 | 16,580,670 | | Wayne D. Thorsen(5) | Termination due to death or disability | — | 3,085,960 | — | 3,085,960 | | | Termination without cause or for good reason | 4,725,000 | 3,085,960 | 59,138 | 7,870,098 | | | Termination without cause or for good reason following a change in control | 4,725,000 | 3,085,960 | 59,138 | 7,870,098 | | Richard N. Baer(6) | Termination due to death or disability | — | 4,114,720 | — | 4,114,720 | | | Termination without cause or for good reason | 4,000,000 | 4,114,720 | 39,184 | 8,153,904 | | | Termination without cause or for good reason following a change in control | 4,000,000 | 4,114,720 | 39,184 | 8,153,904 |

  114. POTENTIAL PAYMENTS AND BENEFITS

    (1) Any severance payment due, outside of the prorated annual bonus, is required to be paid in a lump sum. The prorated annual bonus is payable when annual bonuses are normally paid to other executive officers of the company. (2) All amounts were calculated based on the closing price on NASDAQ of our common stock on December 31, 2025 of $20.00. The accelerated vesting of options is valued at (a) the difference between the December 31, 2025 closing price and the exercise price of the options multiplied by (b) the number of shares of common stock underlying the options. The accelerated vesting of RSUs and PRSUs is valued at the closing price on NASDAQ of our common stock on December 31, 2025 of $20.00 multiplied by the number of shares subject to the applicable RSUs and PRSUs. For purposes of these calculations, PRSUs are valued assuming vesting in accordance with the applicable award agreements based on a termination date of December 31, 2025, including, where applicable, vesting at target levels for PRSUs for which termination is assumed to occur on or prior to the end of the applicable performance period. The amounts also include DEUs. (3) Assumes that medical and dental benefits would be continued under COBRA for eighteen months. We do not provide any tax gross-ups. In the event a named executive officer would be subject to an excise tax under Section 4999 of the Internal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the benefits to the named executive officer will be reduced to the extent that such benefits do not trigger the excise tax, unless the named executive officer would retain greater value (on an after-tax basis) by receiving all benefits and paying applicable excise, income and payroll taxes. Amounts shown are based on preliminary calculations that indicate that, with the exception of Mr. Thorsen and Mr. Baer, the amounts payable to each named executive officer would not be subject to the excise tax. Estimated amounts may materially differ from any actual amounts ultimately paid.

  115. POTENTIAL PAYMENTS AND BENEFITS

    | | 2026 PROXY STATEMENT | 63 |

  116. POTENTIAL PAYMENTS AND BENEFITS

    | Executive Compensation • 2025 CEO Pay Ratio |

  117. POTENTIAL PAYMENTS AND BENEFITS

    Based on preliminary calculations, the amounts payable to Mr. Thorsen in the event of his termination following a change in control would be subject to an excise tax of $1,299,993. In accordance with his employment agreement, no reduction would be applied to the amounts payable to Mr. Thorsen because he would retain greater value (on an after-tax basis) by receiving the full amount of the payments and paying the applicable excise tax. Accordingly, the total amount shown does not reflect any reduction in payments as a result of the projected amount of the applicable excise tax under Section 4999 of the Internal Revenue Code. (6) Based on preliminary calculations, the amounts payable to Mr. Baer in the event of his termination following a change in control would be subject to an excise tax of $874,114. In accordance with his employment agreement, the amount payable to Mr. Baer would be reduced by $1,477,754 to avoid the applicable excise tax under Section 4999 of the Internal Revenue Code because such reduction would result in a greater after-tax benefit to him. The total amount shown, however, does not reflect such reduction.

  118. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees to the annual total compensation of our Chief Executive Officer. As of December 31, 2025 (the date selected for determining our employee population), we employed approximately 5,122 individuals, of whom 362 were located outside the United States. This population consisted of full-time, part-time, seasonal and temporary workers and excluded individuals classified as independent contractors. In accordance with the de minimis exemption under Item 402(u) of Regulation S-K, we excluded 158 non-U.S. employees from our total employee population, specifically: one employee from Belgium, twenty-three employees from Britain, eighty-eight employees from Ireland, two employees from Malaysia, one employee from Panama, six employees from the Philippines, ten employees from Poland and twenty-seven employees from Canada. We included all two hundred four employees from Romania. The excluded individuals represented approximately 3.1% of our total employee population of 5,122 as of December 31, 2025. After excluding these employees and our Chief Executive Officer, 4,963 employees were included in the calculation to identify the median employee. To identify the median employee from this employee population, we calculated each employee’s total compensation by reviewing employees’ gross wages for 2025. Once we identified the employee who fell at the mid-point of our employee population, we calculated all of the elements of that employee’s compensation for the 2025 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K to determine the “annual total compensation” for such employee for purposes of calculating the required pay ratio. The annual total compensation of the median employee for 2025 was $152,992. To calculate the annual total compensation of our Chief Executive Officer, we used the amount reported for Ms. Witz in the “Total” column of the 2025 Summary Compensation Table included in this proxy statement, which was $8,012,795. Based on Ms. Witz’s annual total compensation compared to the annual total compensation of our estimated median employee, our estimated pay ratio is 52:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  119. 2025 CEO Pay Ratio

    | 64 | | 2026 PROXY STATEMENT |

  120. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning our pay-for-performance philosophy and how our Compensation Committee aligns executive compensation with our performance, refer to “Compensation Discussion and Analysis”.

  121. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation and a measure reflecting “compensation actually paid” for our principal executive officer (“PEO”) and, as an average, for our other named executive officers (“NEOs”), and (ii) select financial performance measures, in each case, for our five most recently completed fiscal years.

  122. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | ($ in millions) Net Income (loss) ($) | ($ in millions) Company Selected Measure: Adjusted EBITDA ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | (a) | (b)(1) | (c)(2)(5) | (d)(3) | (e)(4)(5) | (f)(6) | (h)(7) | (i)(8) | (j)(9) | | 2025 | 8,012,795 | 6,034,520 | 6,874,819 | 5,612,073 | 37.01 | 220.53 | 805 | 2,665 | | 2024 | 37,084,318 | 12,294,325 | 5,924,613 | 1,250,541 | 40.21 | 162.94 | (2,075) | 2,732 | | 2023 | 7,164,547 | 3,069,433 | 2,981,599 | 1,013,440 | 93.34 | 116.33 | 988 | 2,790 | | 2022 | 6,013,500 | 4,663,992 | 9,383,278 | 8,100,880 | 97.50 | 70.90 | 1,118 | 2,833 | | 2021 | 32,104,884 | 32,156,057 | 5,080,375 | 4,749,683 | 100.74 | 126.37 | 1,338 | 2,770 |

  123. Pay Versus Performance Table

    (1) The dollar amounts reported in column (b) for 2025, 2024 and 2023 are the amounts of total compensation reported for our PEO for each of those years in the “Total” column of the Summary Compensation Table set forth on page 51. The dollar amounts reported in column (b) for 2022 and 2021 are the amounts of total compensation reported for our PEO in the Summary Compensation Tables contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 14, 2025 and April 8, 2024, respectively. Our PEO for each fiscal year presented was Jennifer C. Witz. (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (which is sometimes referred to as the “CAP”) for our PEO for the corresponding fiscal year. The amounts listed do not reflect the actual compensation earned, realized or received by our PEO during the applicable year. (3) The dollar amounts reported in column (d) for 2025, 2024 and 2023 represent the average of the amounts of total compensation reported for our non-PEO NEOs as a group for each of those years in the “Total” column of the Summary Compensation Table set forth on page 51. The dollar amounts reported in column (d) for 2022 and 2021 represent the averages of the total compensation reported for our non-PEO NEOs as a group in 2022 and 2021. The non-PEO NEOs included for purposes of such calculations are as follows: (i) for fiscal year 2025, Thomas D. Barry, Scott A. Greenstein, Wayne D. Thorsen and Richard N. Baer, (ii) for fiscal year 2024, Thomas D. Barry, Scott A. Greenstein, Patrick L. Donnelly, Wayne D. Thorsen, Joseph Inzerillo and Joseph A. Verbrugge, (iii) for fiscal year 2023, Thomas D. Barry, Patrick L. Donnelly, Scott A. Greenstein, Joseph Inzerillo and Sean S. Sullivan, (iv) for fiscal year 2022, Patrick L. Donnelly, Joseph Inzerillo, Sean S. Sullivan and Joseph A. Verbrugge and (v) for fiscal year 2021, Dara F. Altman, Patrick L. Donnelly, Scott A. Greenstein and Sean S. Sullivan. (4) The dollar amounts reported in column (e) represent the average amount of CAP to the non-PEO NEOs specified in footnote (3) as a group, as further described below. The amounts listed do not reflect the actual compensation earned, realized or received by the non-PEO NEOs as a group during the applicable year. The calculation of CAP uses as a starting point the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, with certain adjustments (i.e., additions or subtractions) with respect to the fair value of equity awards. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant.

  124. Pay Versus Performance Table

    | | 2026 PROXY STATEMENT | 65 |

  125. Pay Versus Performance Table

    The following table provides reconciling information for the amounts reported in the Summary Compensation Table for our PEO for each of the years set forth below to the amount of CAP.

  126. Pay Versus Performance Table

    | Year | Summary Compensation Table Total ($)(i) | Deductions from Summary Compensation Table Total ($)(ii) | Additions to Summary Compensation Table Total ($)(iii) | CAP ($) | | 2025 | 8,012,795 | — | (1,978,275) | 6,034,520 | | 2024 | 37,084,318 | (32,726,659) | 7,936,666 | 12,294,325 | | 2023 | 7,164,547 | — | (4,095,114) | 3,069,433 | | 2022 | 6,013,500 | — | (1,349,508) | 4,663,992 | | 2021 | 32,104,884 | (24,096,945) | 24,148,118 | 32,156,057 |

  127. Pay Versus Performance Table

    The following table provides reconciling information for the average amounts reported in the Summary Compensation Table for our non-PEO NEOs for each of the years set forth below to the amount of CAP.

  128. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total ($)(i) | Deductions from Average Summary Compensation Table Total ($)(ii) | Additions to Average Summary Compensation Table Total ($)(iii) | CAP ($) | | 2025 | 6,874,819 | (3,658,805) | 2,396,059 | 5,612,073 | | 2024 | 5,924,613 | (3,685,132) | (988,940) | 1,250,541 | | 2023 | 2,981,599 | (558,397) | (1,409,762) | 1,013,440 | | 2022 | 9,383,278 | (6,908,382) | 5,625,984 | 8,100,880 | | 2021 | 5,080,375 | (1,819,221) | 1,488,529 | 4,749,683 |

  129. Pay Versus Performance Table

    (i) The dollar amounts reported for 2025, 2024 and 2023 in the “Average Summary Compensation Table Total” column for our PEO and our non-PEO NEOs were derived from the Summary Compensation Table set forth on page 51. The dollar amounts reported for 2022 and 2021 in the “Average Summary Compensation Table Total” column were derived from the Summary Compensation Tables contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 14, 2025 and April 8, 2024, respectively. (ii) The dollar amounts represent the grant date fair value of equity-based awards granted each year to the PEO, and the average grant date fair value of equity-based awards granted each year for the non-PEO NEOs, as reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for fiscal years 2025, 2024, 2023, 2022 and 2021. (iii) The dollar amounts reflect the value of equity-based awards granted to the PEO, and the average value of the equity- based awards for the non-PEO NEOs, calculated in accordance with the methodology contained in the SEC’s rules for determining CAP for each year shown. The equity-based awards component of CAP for fiscal year 2025 is detailed in the supplemental table below.

  130. Pay Versus Performance Table

    | 66 | | 2026 PROXY STATEMENT |

  131. Pay Versus Performance Table

    The table below illustrates the calculations described in this footnote (5) with respect to the equity component of the PEO’s CAP for fiscal year 2025:

  132. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in Current Fiscal Year that are Unvested and Outstanding ($)(i) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)(i) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)(i) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | — | (1,648,659) | — | (329,616) | — | — | (1,978,275) |

  133. Pay Versus Performance Table

    The table below illustrates the calculations described in this footnote (5) with respect to the average equity component of the non-PEO NEO’s CAP for fiscal year 2025:

  134. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in Current Fiscal Year that are Unvested and Outstanding ($)(i) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)(i) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)(i) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 2,785,943 | (668,690) | 318,810 | (40,004) | — | — | 2,396,059 |

  135. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” section, our executive compensation program reflects a pay-for-performance philosophy and incorporates a variety of performance-based metrics and objectives that are intended to align NEOs’ interests with the interests of our stockholders. We generally seek to incentivize long-term performance, but do not specifically design compensation to align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.

  136. Analysis of the Information Presented in the Pay Versus Performance Table

    | 68 | | 2026 PROXY STATEMENT |

  137. Board of Directors

    Board of Directors Gregory B. Maffei Chair of the Board of Sirius XM Holdings Inc. Eddy W. Hartenstein Director President and CEO (Retired) DIRECTV Dr. Evan D. Malone Director President NextFab Studio, LLC Jonelle Procope Director President and CEO (Retired) Apollo Theater Foundation, Inc. Michael Rapino Director President and Chief Executive Officer Live Nation Entertainment, Inc. Kristina M. Salen Lead Independent Director of Sirius XM Holdings Inc. Chief Financial Officer Booksy Inc. Dave Stephenson Director Chief Business Officer and Head of Employee Experience Airbnb, Inc. Anjali Sud Director Chief Executive Officer of Tubi, Inc. Jennifer C. Witz Director Chief Executive Officer Sirius XM Holdings Inc. David M. Zaslav Director President and Chief Executive Officer Warner Bros. Discovery, Inc.