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SIRIUS XM HOLDINGS INC.

SIRIUS XM HOLDINGS INC.SIRIEarnings & Financial Report

Nasdaq · Communication Services · Radio Broadcasting Stations

XM Satellite Radio Holdings Inc. (XM) was one of the three satellite radio (SDARS) and online radio services in the United States and Canada, operated by Sirius XM Holdings. It provided pay-for-service radio, analogous to subscription cable television. Its service included 73 different music channels, 39 news, sports, talk and entertainment channels, 21 regional traffic and weather channels, and 23 play-by-play sports channels. XM channels were identified by Arbitron with the label "XM".

What changed in SIRIUS XM HOLDINGS INC.'s 10-K — 2024 vs 2025

Top changes in SIRIUS XM HOLDINGS INC.'s 2025 10-K

392 paragraphs added · 428 removed · 329 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

105 edited+26 added−47 removed58 unchanged
Studios Our programming originates from studios in New York City (where our corporate headquarters are located), Los Angeles, Miami, Nashville, Las Vegas and Washington D.C. and, to a lesser extent, from smaller studios in a variety of venues across the country.
Our programming originates from studios in New York City (where our corporate headquarters are located), Los Angeles, Miami, Nashville, Las Vegas and Washington D.C. and, to a lesser extent, from smaller studios in a variety of venues across the country.
The transaction was subject to customary closing conditions, including certain approvals of, and waivers by, the FCC. We intend to use the additional spectrum for public interest purposes, providing a satellite-delivered service to enhance the emergency communications capabilities of the Federal Emergency Management Agency (“FEMA”), furthering our essential public safety role.
The transaction was subject to customary closing conditions, including certain approvals of, and waivers by, the FCC. We use the additional spectrum for public interest purposes, providing a satellite-delivered service to enhance the emergency communications capabilities of the Federal Emergency Management Agency (“FEMA”), furthering our essential public safety role.
Sirius XM and Sirius XM Canada have entered into a services and distribution agreement pursuant to which Sirius XM Canada pays Sirius XM a variable fee evaluated annually based on comparable companies. In accordance with this services and distribution agreement, the fee is payable on a monthly basis. Sirius XM has also extended a loan to Sirius XM Canada.
SiriusXM and Sirius XM Canada have entered into a services and distribution agreement pursuant to which Sirius XM Canada pays SiriusXM a variable fee evaluated annually based on comparable companies. In accordance with this services and distribution agreement, the fee is payable on a monthly basis. SiriusXM has also extended a loan to Sirius XM Canada.
We do manage various aspects of the production of satellite radios. To facilitate the sale of radios, we may subsidize a portion of the radio manufacturing costs to reduce the hardware price to consumers.
We do, however, manage various aspects of the production of satellite radios. To facilitate the sale of radios, we may subsidize a portion of the radio manufacturing costs to reduce the hardware price to consumers.
Sirius XM Canada Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, with the remainder of Sirius XM Canada's voting and equity interests held by two shareholders.
Sirius XM Canada SiriusXM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, with the remainder of Sirius XM Canada's voting and equity interests held by two shareholders.
We have robust talent development offerings, including training opportunities, access to LinkedIn Learning which offers an extensive content library, a mentorship program, leadership development programs, and a performance feedback program. Our talent development programs include a goal-setting process, a career path framework, skills and core competency assessments, and custom learning paths.
We have robust talent development offerings, including training opportunities, access to Coursera which offers an extensive content library, a mentorship program, leadership development programs, and a performance feedback program. Our talent development programs include a goal-setting process, a career path framework, skills and core competency assessments, and custom learning paths.
In 2024, we acquired the licenses in the 2.3 GHz Wireless Communications Service (“WCS”) C and D Blocks from subsidiaries of AT&T. This WCS spectrum consists of 5 MHz of unpaired blocks each, with “C block” being located at 2315-2320 MHz and “D block” being located at 2345-2350 MHz.
In 2024, we acquired the licenses in the 2.3 GHz Wireless Communications Service (“WCS”) “C block” and “D block” from subsidiaries of AT&T. This WCS spectrum consists of 5 MHz of unpaired blocks each, with “C block” being located at 2315-2320 MHz and “D block” being located at 2345-2350 MHz.
The terms “Sirius XM Holdings,” “the Company,” “us,” “we” and “our” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM Holdings Inc. and its subsidiaries. “Sirius XM” refers to Sirius XM Holdings’ wholly owned subsidiaries, Sirius XM Inc., Sirius XM Radio LLC and its subsidiaries, other than Pandora.
The terms “Sirius XM Holdings,” “the Company,” “us,” “we” and “our” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM Holdings Inc. and its subsidiaries. “SiriusXM” refers to Sirius XM Holdings’ wholly owned subsidiaries, Sirius XM Inc., Sirius XM Radio LLC and its subsidiaries, other than Pandora.
Subscribers to the DISH Network satellite television service are not included in our subscriber counts nor are subscribers to our Travel Link, real-time traffic services and real-time weather services, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to our service. Emergency Services .
Subscribers to the DISH Network satellite television service are not included in our subscriber count nor are subscribers to our Travel Link, real-time traffic services and real-time weather services, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to our service. Emergency Services .
Prior to that he held leadership roles at Rune, Inc., a software company, Viacom, Inc., a multinational media and entertainment company, Telefónica Digital, the digital business unit of Telefónica, a global telecommunications company, BlueKai, a data management company for marketers, and Microsoft, the multinational technology company.
Prior to that he held leadership roles at Rune, Inc., a software company, Viacom, Inc., a multinational media and entertainment company, Telefónica Digital, the digital business unit of Telefónica, a global telecommunications company, BlueKai, a data management company for marketers, and Microsoft, the multinational technology company. Richard N.
We strive to maintain an inclusive culture where our differences are valued, respected and celebrated, and our diverse perspectives are united to drive and grow our businesses. Who We Are We employ a diverse workforce, composed of individuals with different identities, experiences, perspectives and priorities.
We strive to maintain an inclusive culture where our differences are valued, respected and celebrated, and our diverse perspectives are united to drive and grow our businesses. Who We Are We employ a workforce composed of individuals with different backgrounds, experiences, perspectives and priorities.
To support the well-being of our employees and their families we also offer resources focused on physical, mental, and emotional health. Corporate Information and Available Information Our executive offices are located at 1221 Avenue of the Americas, 35th floor, New York, New York 10020 and our telephone number is (212) 584-5100. Our internet address is www.siriusxm.com.
To support the well-being of our employees and their families we also offer resources focused on physical, mental, and emotional health. 18 Table of Contents Corporate Information and Available Information Our executive offices are located at 1221 Avenue of the Americas, 35th floor, New York, New York 10020 and our telephone number is (212) 584-5100. Our internet address is www.siriusxm.com.
Our SXM-7 satellite license expires in 2029, although SXM-7 is not in active use due to payload failures that occurred during in-orbit testing. We anticipate that, absent significant misconduct on our part, the FCC will renew our licenses to permit operation of our satellites for their useful lives, and grant licenses for any replacement satellites.
Our SXM-7 satellite license expires in 2029, although SXM-7 is not in active use due to payload 14 Table of Contents failures that occurred during in-orbit testing. We anticipate that, absent significant misconduct on our part, the FCC will renew our licenses to permit operation of our satellites for their useful lives, and grant licenses for any replacement satellites.
We believe we comply with all of our obligations under all applicable laws and regulations.
We believe we comply with all of our material obligations under applicable laws and regulations.
Our policies are designed to protect against discrimination based upon sex, gender, race, color, religion and religious creed, national origin, ancestry, physical or mental disability, genetic information, age, marital status, pregnancy, sexual orientation, gender identity, gender expression, sex stereotype, transgender, immigration status, military and protected veteran status, medical condition, or any basis prohibited under federal, state or local law.
Our policies are designed to protect against discrimination based upon sex, gender, race, color, religion and religious creed, national origin, ancestry, physical or mental disability, genetic information, age, marital status, pregnancy, sexual orientation, gender identity, gender expression, sex stereotype, transgender, immigration status, military and protected veteran status, medical condition, or any basis prohibited 17 Table of Contents under federal, state or local law.
We also reimburse various automakers for certain costs associated with the satellite radios installed in new vehicles, including in certain cases hardware costs, engineering expenses and promotional and advertising expenses. Previously Owned Vehicles We acquire subscribers through the sale and lease of previously owned vehicles with factory-installed satellite radios.
We also reimburse various automakers for certain costs associated with the satellite radios installed in new vehicles, including in certain cases hardware costs, engineering expenses and promotional and advertising expenses. 8 Table of Contents We also acquire subscribers through the sale and lease of previously owned vehicles with factory-installed satellite radios.
Pandora and Off-platform Business We have registered, and intend to maintain, the trademarks “Pandora,” “Ampcast” and “Music Genome Project,” in addition to a number of other Pandora logos and marks, with the United States Patent and Trademark Office in connection with the services we offer.
Pandora and Off-platform Business We have registered, and intend to maintain, the trademarks “Pandora” and “Music Genome Project,” in addition to a number of other Pandora logos and marks, with the United States Patent and Trademark Office in connection with the services we offer.
The radio 15 Table of Contents service offered by direct broadcast satellite and cable audio is often included as part of a package of digital services with video service, and video customers generally do not pay an additional monthly charge for the audio service.
The radio service offered by direct broadcast satellite and cable audio is often included as part of a package of digital services with video service, and video customers generally do not pay an additional monthly charge for the audio service.
For the five-year period commencing January 1, 2023 and ending December 31, 2027, Pandora agreed to pay the greater of 15.1% of revenues or 26.2% of record label payments in 2024, rising over the five-year period to 15.35% of revenues or 26.2% of record label payments by 2027.
For the five-year period commencing January 1, 2023 and ending December 31, 2027, Pandora agreed to pay the greater of 15.1% of revenues or 26.2% of record label payments annually, rising over the five-year period to 15.35% of revenues or 26.2% of record label payments by 2027.
Human Capital Resources Overview As of December 31, 2024, we had 5,515 full-time and part-time employees whose skills span a wide range of highly specialized capabilities. Our core voluntary full-time employee turnover rate in 2024 was approximately 6.6%.
Human Capital Resources Overview As of December 31, 2025, we had 5,119 full-time and part-time employees whose skills span a wide range of highly specialized capabilities. Our core voluntary full-time employee turnover rate in 2025 was approximately 6.6%.
In addition, you may automatically receive email alerts and other information about us when you enroll your email address by visiting the “Email Alerts” section under the “Shareholder Services” heading at http://investor.siriusxm.com/investor-overview. Information About Our Executive Officers Certain information regarding our executive officers as of January 28, 2025 is provided below: Name Age Position Jennifer C.
In addition, you may automatically receive email alerts and other information about us when you enroll your email address by visiting the “Email Alerts” section under the “Shareholder Services” heading at http://investor.siriusxm.com/investor-overview. Information About Our Executive Officers Certain information regarding our executive officers as of February 3, 2026 is provided below: Name Age Position Jennifer C.
Greenstein was Co-President of October Films, a motion picture production, marketing and distribution company. Prior to joining October Films, Mr. Greenstein was Senior Vice President of Motion Pictures, Music, New Media and Publishing at Miramax Films, and held senior positions at Viacom Inc. Thomas D.
Greenstein was Co-President of October Films, a motion picture production, marketing and distribution company. Prior to joining October Films, Mr. Greenstein was Senior Vice President of Motion Pictures, Music, New Media and Publishing at Miramax Films, and held senior positions at Viacom Inc. Zachary J.
Our SiriusXM Business Programming SiriusXM is home to hundreds of expertly curated, ad-free music channels across all genres, decades, and moods as well as the must-hear live moments and top hosts in sports, news, entertainment, comedy, podcasts, and more. • From one-of-a-kind channels by some of the world’s top musicians to first-listens and exclusive performances from emerging artists and bands, SiriusXM presents the soundtrack for any moment. • SiriusXM brings fans closer to their favorite sport by offering the most extensive lineup of live pro and college play-by-play plus call-in programming that delivers real-time reactions and analysis from experts and insiders. • Subscribers also stay informed and entertained with news and politics from every perspective, entertainment, comedy, and beyond with celebrity interviews, iconic hosts, trusted opinions and non-stop laughs. • The full channel lineup is available at siriusxm.com.
Programming SiriusXM is home to hundreds of expertly curated music channels across all genres, decades, and moods as well as the must-hear live moments and top hosts in sports, news, entertainment, comedy, podcasts, and more. • From one-of-a-kind channels by some of the world’s top musicians to first-listens and exclusive performances from emerging artists and bands, SiriusXM presents the soundtrack for any moment. • SiriusXM brings fans closer to their favorite sport as the exclusive home to the most extensive lineup of live play by play with every major sports league in North America and rights to more than 100 college teams, plus call-in programming that delivers real-time reactions and analysis from experts and insiders. • Subscribers also stay informed and entertained with news and politics from every perspective, entertainment, comedy, and beyond with celebrity interviews, iconic hosts, trusted opinions and non-stop laughs. • The full channel lineup is available at siriusxm.com.
Our Pandora and Off-platform Business Pandora Media, LLC, which owns and operates our Pandora and Off-Platform business, is a wholly owned subsidiary of Sirius XM. Streaming Radio and On-Demand Music Services Pandora offers a highly personalized audio entertainment platform allowing users to create customized stations and playlists while also enabling on-demand search and playback of songs and albums.
Our Pandora and Off-platform Business Pandora Media, LLC, which owns and operates our Pandora and Off-Platform business, is a wholly owned subsidiary of SiriusXM. Pandora offers a highly personalized audio entertainment platform allowing users to create customized stations and playlists while also enabling on-demand search and playback of songs and albums.
As of December 31, 2024, the principal amount outstanding on that loan was $7 million. As of December 31, 2024, Sirius XM Canada had approximately 2.5 million subscribers. Sirius XM Canada’s subscribers are not included in our subscriber count or subscriber-based operating metrics.
As of December 31, 2025, the principal amount outstanding on that loan was $8 million. As of December 31, 2025, Sirius XM Canada had approximately 2.4 million subscribers. Sirius XM Canada’s subscribers are not included in our subscriber count or subscriber-based operating metrics.
As we continue to refresh and adjust to our programming lineup over time to both attract new audiences and deliver meaningful value to our existing subscribers, we remain committed to maintaining the diversity and originality in our content.
As we continue to refresh and adjust our programming lineup over time to both attract new audiences and deliver meaningful value to our existing subscribers, we remain committed to maintaining depth and breadth in our content.
Liberty Media Transactions On September 9, 2024 at 4:05 p.m., New York City time, Liberty Media Corporation (“Liberty Media” or “Former Parent”) completed its previously announced split-off (the “Split-Off”) of its former wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (“SplitCo”).
“Pandora” refers to SiriusXM’s wholly owned subsidiary Pandora Media, LLC and its subsidiaries. Liberty Media Transactions On September 9, 2024 at 4:05 p.m., New York City time, Liberty Media Corporation (“Liberty Media” or “Former Parent”) completed its previously announced split-off (the “Split-Off”) of its former wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (“SplitCo”).
Competition for Subscribers and Listeners Traditional AM/FM Radio Our SiriusXM services and Pandora services compete with traditional AM/FM radio. Traditional AM/FM radio has a well-established demand for its services and offers free broadcasts paid for by commercial advertising rather than by subscription fees. Many radio stations offer information programming of a local nature, such as local news and sports.
Traditional AM/FM radio has a well-established demand for its services and offers free broadcasts paid for by commercial advertising rather than by subscription fees. Many radio stations offer information programming of a local nature, such as local news and sports.
We believe that our extensive programming, including our exclusive, live and curated content, sets us apart from terrestrial radio and other audio entertainment providers. Our SiriusXM business aims to be a platform for diverse perspectives with channels reflecting views from across the spectrum of culture and spotlighting historically underrepresented groups.
We believe that our extensive programming, including our exclusive, live and curated content across North America, sets us apart from terrestrial radio and other audio entertainment providers. Our SiriusXM business aims to be a platform for all voices and perspectives with channels reflecting views from across the spectrum of culture.
SiriusXM Media is the exclusive advertising sales representative for our SiriusXM and Pandora platforms. In addition to subscription fees, Sirius XM derives revenues from advertising on select non-music channels. Pandora’s primary source of revenue is the sale of audio, display and video advertising for connected device platforms, including computers and mobile devices.
In addition to subscription fees, SiriusXM derives revenues from advertising on select music and non-music channels. Pandora’s primary source of revenue is the sale of audio, display and video advertising for connected device platforms, including computers and mobile devices.
How We Reward and Develop Our People Our goal is to establish SiriusXM as a place where employees can build long-term careers and achieve their personal and professional aspirations. We offer a comprehensive total reward program designed to attract, motivate, and retain top talent.
We believe that our culture fuels our ability to execute, and underpins our employee talent strategy. How We Reward and Develop Our People Our goal is to establish SiriusXM as a place where employees can build long-term careers and achieve their personal and professional aspirations. We offer a comprehensive total reward program designed to attract, motivate, and retain top talent.
While we were negotiating rates and terms with BMI, in September 2024, BMI filed a Petition in the United States District Court for the Southern District of New York requesting a determination under the Consent Decree with the Department of Justice to which BMI is subject that the rates it quoted in May 2023 for the license requested by Sirius XM are reasonable or, in the alternative, for an order setting reasonable rates for Sirius XM’s public performance of songs in the BMI repertoire. 17 Table of Contents Our SiriusXM business does not require mechanical licenses.
While we were negotiating rates and terms with BMI, in September 2024, BMI filed a Petition in the United States District Court for the Southern District of New York requesting a determination under the Consent Decree with the Department of Justice to which BMI is subject that the rates it quoted in May 2023 for the license requested by SiriusXM are reasonable or, in the alternative, for an order setting reasonable rates for SiriusXM’s public performance of songs in the BMI repertoire.
Pandora must also license mechanical rights to offer the interactive features of the Pandora services. For our Pandora subscription services, copyright holders receive payments for these rights at the rates determined in accordance with the statutory license set forth in Section 115 of the United States Copyright Act.
For our Pandora subscription services, copyright holders receive payments for these rights at the rates determined in accordance with the statutory license set forth in Section 115 of the United States Copyright Act.
A hearing before the CRB in this proceeding is scheduled for 2025. Interactive streaming services, such as Pandora Plus and Pandora Premium, do not qualify for the statutory license and those services must negotiate direct license arrangements with the owners of copyrights in sound recordings. SiriusXM Satellite Radio Business .
Interactive streaming services, such as Pandora Plus and Pandora Premium, do not qualify for the statutory license and those services must negotiate direct license arrangements with the owners of copyrights in sound recordings. SiriusXM Satellite Radio Business .
Our SiriusXM Business As operators of a privately-owned satellite system, we are regulated by the FCC under the Communications Act of 1934, principally with respect to: • the licensing of our satellite systems; • preventing interference with or to other users of radio frequencies; and • compliance with FCC rules established specifically for U.S. satellites and satellite radio services. 16 Table of Contents Any assignment or transfer of control of our FCC licenses must be approved in advance by the FCC.
Our SiriusXM Business As operators of a privately-owned satellite system, we are regulated by the FCC under the Communications Act of 1934, principally with respect to: • the licensing of our satellite systems; • preventing interference with or to other users of radio frequencies; and • compliance with FCC rules established specifically for U.S. satellites and satellite radio services.
He served as the Executive Vice President and Chief Business Officer of ADT Inc., a leading provider of security, interactive, and smart home solutions in the United States, from January 2023 until December 2024. From May 2018 until January 2023, Mr. Thorsen served as Vice President, Devices and Services Business Development, at Google Inc., a subsidiary of Alphabet Inc.
Thorsen has served as our Executive Vice President and Chief Operating Officer since December 2024. He served as the Executive Vice President and Chief Business Officer of ADT Inc., a leading provider of security, interactive, and smart home solutions in the United States, from January 2023 until December 2024. From May 2018 until January 2023, Mr.
The initial use of this spectrum will give FEMA access to secure bandwidth on our satellite radio system, allowing FEMA to have a new method of connectivity with its National Public Warning System network. We also may use this spectrum for additional public safety communications and potentially other services in the future.
The initial use of this spectrum will give FEMA access to secure bandwidth on our satellite radio system, allowing FEMA to have a new method of connectivity with its National Public Warning System network. We also may explore other uses of this spectrum.
We believe we reach a combined monthly audience of approximately 160 million listeners. 7 Table of Contents In December 2024, we adopted an updated strategic plan, which sharpens our focus on our core subscription business; leverages the strength of our advertising business across our portfolio of products and properties; accelerates efficiency throughout our organization; and emphasizes robust margins, free cash flow generation, and stockholder returns.
In December 2024, we adopted an updated strategic plan, which sharpens our focus on our core subscription business; leverages the strength of our advertising business across our portfolio of products and properties; accelerates efficiency throughout our organization; and emphasizes robust margins, free cash flow generation, and stockholder returns.
The FCC's order approving our merger with XM Satellite Radio Holdings Inc. in July 2008 requires us to comply with certain voluntary commitments we made as part of the FCC merger proceeding. We believe we comply with those commitments.
Any assignment or transfer of control of our FCC licenses must be approved in advance by the FCC. The FCC's order approving our merger with XM Satellite Radio Holdings Inc. in July 2008 requires us to comply with certain voluntary commitments we made as part of the FCC merger proceeding. We believe we comply with those commitments.
Our FCC licenses for our FM-5 satellite expires in 2025, our FM-6 satellite license expires in 2030, our XM-3 satellite license expires in 2026, our XM-5 satellite license expires in 2026, our SXM-8 satellite license expires in 2029, and our SXM-9 satellite license is expected to expire in 2033.
Our FCC licenses for our FM-5 and FM-6 satellites will both expire in 2030, our XM-3 and XM-5 satellite licenses will both expire in 2026, our SXM-8 satellite license expires in 2029, and our SXM-9 and SXM-10 satellite licenses will both expire in 2033.
Our proposed rates are a reduction from the current rates of $0.0025 per performance for ad-supported services and $0.0031 per performance for subscription services.
Our proposed rates are a reduction from the current rates for ad-supported services and subscription services.
Additionally, our user interface, “360L,” integrates satellite and streaming services into a seamless in-vehicle entertainment experience. The primary source of revenue from our SiriusXM business is subscription fees, with most of our customers subscribing to monthly or annual plans. Additional revenue streams include advertising on select non-music channels, direct sales of radios and accessories, and other ancillary services.
The primary source of revenue from our SiriusXM business is subscription fees, with most of our customers subscribing to monthly or annual plans. Additional revenue streams include advertising on select music and non-music channels in certain packages, direct sales of radios and accessories, and other ancillary services.
We refer to this temporary access as “Premium Access”. 13 Table of Contents Subscription Radio Service (Pandora Plus) Pandora offers Pandora Plus – an ad-free, subscription version of the radio service that includes options for replaying songs, skipping songs, offline listening, and higher quality audio on supported devices.
We refer to this temporary access as “Premium Access”. Pandora Plus is an ad-free, subscription version of the radio service that includes options for replaying songs, skipping songs, offline listening, and higher quality audio on supported devices. Content provided to each listener of Pandora Plus is more tailored when the listener interacts with the platform.
Two of these satellites, FM-5 and FM-6, transmit our service on frequencies originally licensed by the Federal Communications Commission (the “FCC”) to Sirius, and two of these satellites, XM-5 and SXM-8, transmit our service on frequencies originally licensed by the FCC to XM.
Two of these satellites, FM-5 and SXM-10, transmit our service on frequencies originally licensed by the Federal Communications Commission (the “FCC”) to Sirius Satellite Radio Inc. (a predecessor of SiriusXM), and two of these satellites, XM-5 and SXM-9, transmit our service on frequencies originally licensed by the FCC to XM Satellite Radio Holdings Inc. (a predecessor of SiriusXM).
The Pandora service is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). Local and national advertisers deliver targeted messages to our Pandora listeners on the ad-supported service.
The Pandora service is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium).
Content provided to each listener of Pandora Plus is more tailored when the listener interacts with the platform. Premium Access is also available to Pandora Plus listeners. On-Demand Subscription Service (Pandora Premium) Pandora offers Pandora Premium – an on-demand subscription service that combines the radio features of Pandora Plus with an on-demand experience.
Premium Access is also available to Pandora Plus listeners. Pandora Premium is an on-demand subscription service that combines the radio features of Pandora Plus with an on-demand experience.
Prior to that, he was Senior Vice President, Marketing and Strategic Partnerships, at Social Finance, Inc. (the predecessor of SoFi Technologies, Inc.), a personal finance company, from 2017 to 2018.
Thorsen served as Vice President, Devices and Services Business Development, at Google Inc., a subsidiary of Alphabet Inc. Prior to that, he was Senior Vice President, Marketing and Strategic Partnerships, at Social Finance, Inc. (the predecessor of 19 Table of Contents SoFi Technologies, Inc.), a personal finance company, from 2017 to 2018.
Connected Vehicle Services We provide connected vehicle services to and on behalf of several automakers, enhancing the safety, security and driving experience for drivers while delivering marketing benefits to automakers and their dealers.
Our satellites are monitored, tracked and controlled by a third party satellite operator. Other Services Connected Vehicle Services . We provide connected vehicle services to and on behalf of several automakers, enhancing the safety, security and driving experience for drivers while delivering marketing benefits to automakers and their dealers.
We expect that 360L will be included in a majority of vehicles that include SiriusXM functionality in the future. 360L allows us to take advantage of advanced in-dash infotainment systems. 360L is intended to leverage the ubiquitous signal coverage and low delivery costs of our satellite infrastructure with the two-way communication capability of a wireless 10 Table of Contents streaming service to provide consumers seamless access to our content, including our live channels, on demand service, podcasts and personalized music services.
In 2025, our 360L platform was included in approximately 170 vehicle models manufactured for sale in the United States which represents the majority of new vehicles enabled with SiriusXM. 360L allows us to take advantage of advanced in-dash infotainment systems and is intended to leverage the ubiquitous signal coverage and low delivery costs of our satellite infrastructure with the two-way communication capability of a wireless streaming service to provide consumers seamless access to our content, including our live channels, on-demand service, podcasts and personalized music services.
The wireless streaming connection included in 360L enables enhanced search and recommendations functions, making discovery of our content in the vehicle easier. 360L also provides us data on how our subscribers use our service.
The two-way wireless streaming connection included in 360L enables enhanced search and recommendations functions, making discovery of our content in the vehicle easier. 360L also provides us data on how our subscribers use our service. Our retail distribution strategy is designed to give consumers convenient access to our products, both online and in stores.
SiriusXM’s content bundles include live, curated and certain exclusive and on demand programming. The SiriusXM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Radios are primarily distributed through automakers, retailers and SiriusXM’s website.
Distribution The SiriusXM service is distributed through our two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment to provide ubiquitous availability in the car, on the go or in the home. Radios are primarily distributed through automakers, retailers and SiriusXM’s website.
Other Digital Media Services The audio entertainment marketplace continues to evolve rapidly, with a steady emergence of new media platforms that compete with both our SiriusXM and Pandora services now or that could compete with those services in the future.
Other Digital Media Services The audio entertainment marketplace continues to evolve rapidly, with a steady emergence of new media platforms that compete with both our SiriusXM and Pandora services now or that could compete with those services in the future. 13 Table of Contents Traffic Services For our SiriusXM business, a number of providers compete with our traffic services, particularly smartphones offering GPS mapping with sophisticated data-based turn navigation.
Pandora Services . We have arrangements with ASCAP, BMI, SESAC, GMR and a variety of other copyright owners to license the musical compositions performance rights we use on our Pandora services. We have not agreed on the rates and terms for definitive licenses between Pandora and either ASCAP or BMI.
That proceeding is on-going. Our SiriusXM business does not require mechanical licenses. Pandora Services . We have arrangements with ASCAP, BMI, SESAC, GMR and a variety of other copyright owners to license the musical compositions performance rights we use on our Pandora services.
The Split-Off was accomplished by Liberty Media redeeming each outstanding share of Liberty Media’s Series A, Series B and Series C Liberty SiriusXM common stock, par value $0.01 per share, in exchange for 0.8375 of a share of SplitCo common stock, par value $0.001 per share (the “Redemption”), with cash being paid to entitled record holders of Liberty SiriusXM common stock in lieu of any fractional shares of common stock of SplitCo.
Management’s Discussion and Analysis of Financial Condition and Results of Operations), par value $0.01 per share, in exchange for 0.8375 of a share of SplitCo common stock, par value $0.001 per share (the “Redemption”), with cash being paid to entitled record holders of Liberty SiriusXM common stock in lieu of any fractional shares of common stock of SplitCo.
We have developed systems and methods to identify purchasers and lessees of pre-owned vehicles equipped with satellite radios and have established marketing plans to promote our services to these potential subscribers. Leveraging this information, we have established targeted marketing plans to promote our services to these potential subscribers.
We have developed systems and methods to identify purchasers and lessees of pre-owned vehicles equipped with satellite radios and have leveraged this information to establish targeted marketing plans to promote our services to these potential subscribers. Our advanced automotive platform, “360L,” integrates satellite and streaming services into a seamless in-vehicle entertainment experience.
Together, we represent different dimensions of diversity and are committed to fostering an environment where all of our employees can thrive and reach their full potential. We encourage our employees to voluntarily self-identify their gender, race, ethnicity, veteran and disability status. Understanding our employee demographics enables us to shape our talent strategy and invest time and resources in various initiatives.
We encourage our employees to voluntarily self-identify their gender, race, ethnicity, veteran and disability status as understanding our employee demographics enables us to shape our talent strategy and invest time and resources in various initiatives.
Additionally, through mentoring programs, specialized management training and leadership coaching, we nurture the professional growth of our employees. Succession planning is a priority for our leaders. The Compensation Committee of our Board of Directors oversees our management continuity planning process, and reviews and evaluates succession plans relating to our Chief Executive Officer and other executive officers.
Additionally, through mentoring programs, specialized management training and leadership coaching, we nurture the professional growth of our employees. Succession planning is a priority for our leaders. The Compensation Committee of our Board of Directors oversees our succession planning process. How We Give Back SiriusXM Cares is the name of our philanthropic effort to promote charitable giving.
Currently, we have interim licenses with ASCAP and BMI relating to Pandora. For our Pandora ad-supported radio service, certain copyright holders receive as a performance royalty a fee based on usage and their ownership share of the works that Pandora plays, and other copyright holders receive a fixed fee.
For our Pandora ad-supported radio service, certain copyright holders receive as a performance 15 Table of Contents royalty a fee based on usage and their ownership share of the works that Pandora plays, and other copyright holders receive a fixed fee. Pandora must also license mechanical rights to offer the interactive features of the Pandora services.
Most automakers include a trial subscription to our service in the sale or lease of their new vehicles. In certain cases, we receive subscription payments from automakers in advance of the activation of our service. We share with certain automakers a portion of the revenues we derive from subscribers using vehicles equipped to receive our service.
We share with certain automakers a portion of the revenues we derive from subscribers using vehicles equipped to receive our service.
Witz 56 Chief Executive Officer Scott A. Greenstein 65 President, Chief Content Officer Thomas D. Barry 58 Executive Vice President and Chief Financial Officer Patrick L. Donnelly 63 Executive Vice President, General Counsel and Secretary Wayne D. Thorsen 52 Executive Vice President and Chief Operating Officer Jennifer C. Witz has served as our Chief Executive Officer since January 1, 2021.
Witz 57 Chief Executive Officer Scott A. Greenstein 66 President, Chief Content Officer Zachary J. Coughlin 50 Executive Vice President and Chief Financial Officer Wayne D. Thorsen 53 Executive Vice President and Chief Operating Officer Richard N. Baer 68 Executive Vice President, General Counsel and Secretary Jennifer C. Witz has served as our Chief Executive Officer since January 1, 2021.
SiriusXM Streaming Service Our streaming service offers a wide variety of music and non-music channels, including channels and content that are not available on our satellite radio service, and podcasts.
Our streaming service offers a wide variety of music and non-music channels, including channels and content that are not available on our satellite radio service, and podcasts. Consumers can access our streaming service on iOS and Android mobile devices, web browsers, and televisions, smart speakers and other internet-connected devices.
How We Give Back SiriusXM Cares is the name of our philanthropic effort to promote charitable giving. SiriusXM Cares has three focus areas for giving: Employee, Social Equity, and Corporate; and through these focus areas, we give directly or bolster employee giving efforts.
SiriusXM Cares has three focus areas for giving: Employee, Social, and Corporate; and through these focus areas, we give directly or bolster employee giving efforts. Through our focus on Employee Giving, we invite employees to give to the causes most meaningful to them.
Our satellite radio systems have three principal components: • satellites, terrestrial repeaters and other satellite facilities; • studios; and • radios. Satellites, Terrestrial Repeaters and Other Satellite Facilities Satellites. We provide our service through a fleet of orbiting geostationary satellites.
This WCS spectrum consists of 5 MHz of unpaired blocks each, with “C block” located at 2315-2320 MHz and “D block” located at 2345-2350 MHz. Our satellite radio systems have three principal components: • satellites, terrestrial repeaters and other satellite facilities; • studios; and • radios. Satellites. We provide our service through a fleet of orbiting geostationary satellites.
We support a portfolio of location-based services through two-way wireless connectivity, including safety, security, convenience, maintenance and data services, remote vehicle diagnostics, and stolen or parked vehicle locator services. Subscribers to our connected vehicle services are not included in our subscriber count or subscriber-based operating metrics. Other Services Commercial Accounts.
We support a portfolio of location-based services through two-way wireless connectivity, including safety, security, convenience, maintenance and data services, remote vehicle diagnostics, and stolen or parked vehicle locator services. Commercial Accounts. Our music programming services are available for commercial establishments through our wholly owned subsidiary, Pandora Cloud Cover Media, Inc.
We are the leading audio entertainment company in North America with a portfolio of audio businesses including our flagship subscription entertainment service, SiriusXM; the ad-supported and premium music streaming services of Pandora; a podcast network; an advertising sales group, SiriusXM Media; and a suite of advertising technology solutions.
Our portfolio includes our flagship subscription entertainment service, SiriusXM; the ad-supported and premium music streaming services of Pandora; the SiriusXM Podcast Network; an advertising sales group, SiriusXM Media; and a suite of advertising technology solutions, including AdsWizz. We believe we reached a combined monthly audience of approximately 170 million listeners as of December 31, 2025.
AdsWizz’s third party customers include well-known music platforms, podcasts and broadcasting groups worldwide. 14 Table of Contents Simplecast Pandora, through its Simplecast business, also offers a podcast management and analytics platform. Simplecast complements AdsWizz’s advertising technology platform, allowing the company to offer podcasters a solution for management, hosting, analytics and advertising sales.
AdsWizz’s technology is employed by Pandora and our Off-platform business in its ad-supported business as well as by third party customers. AdsWizz’s third party customers include well-known music platforms, podcasts and broadcasting groups worldwide. 12 Table of Contents AdsWizz, through its Simplecast business, also offers a podcast management and analytics platform.
Our music programming services are available for commercial establishments through our wholly owned subsidiary, Pandora Cloud Cover Media, Inc. (“Cloud Cover”) and through Pandora for Business and SiriusXM for Business, each of which offers a licensed, commercial-free music service for offices, restaurants and other business establishments. Satellite Television Service.
(“Cloud Cover”), and through Pandora for Business and SiriusXM for Business, each of which offers a licensed, commercial-free music service for offices, restaurants and other business establishments. Satellite Television Service. Certain of our music channels are offered as part of select programming packages on the DISH Network satellite television service. Travel Link.
In 2024, we also launched a SiriusXM Podcast+ subscription service which permits consumers to receive benefits such as ad-free access and exclusive content to new episodes of a variety of our premium podcasts. SiriusXM Podcast+ subscriptions can be purchased through Apple Podcasts.
We also offer our streaming service in a standalone package called All Access (App only), available directly through us, third party app stores and integrated billing providers, and the SiriusXM Podcast+ subscription service, which permits consumers to receive benefits such as ad-free access and exclusive content to new episodes of a variety of our premium podcasts.
Distribution of Radios New Vehicles We distribute satellite radios through the sale and lease of new vehicles, and we have agreements with major automakers to offer satellite radios in their vehicles. Satellite radios are available as a factory-installed feature in substantially all vehicle makes sold in the United States.
Satellite radios are available as a factory-installed feature in substantially all vehicle makes sold in the United States. Most automakers include a trial subscription to our service in the sale or lease of their new vehicles. In certain cases, we receive subscription payments from automakers in advance of the activation of our service.
Our Satellite Radio Systems Our satellite radio systems are designed to deliver clear reception across most areas of the continental United States despite variations in terrain, buildings and other obstructions. We continually monitor our infrastructure and regularly evaluate improvements in technology.
In addition, we have arrangements with various services and consumer electronics manufacturers to include the SiriusXM streaming functionality with their service and devices. Our Satellite Radio Systems Our satellite radio systems are designed to deliver clear reception across most areas of the continental United States despite variations in terrain, buildings and other obstructions.
We operate over 1,000 terrestrial repeaters across the United States as part of our systems. Other Satellite Facilities. We control and communicate with our satellites from facilities in North America. Our satellites are monitored, tracked and controlled by a third party satellite operator.
In many of these areas, we have deployed terrestrial repeaters to supplement and enhance our signal coverage, and, in other areas, we may deploy additional repeaters to mitigate interference. We operate over 1,000 terrestrial repeaters across the United States as part of our systems. Other Satellite Facilities. We control and communicate with our satellites from facilities in North America.
Construction of these satellites is underway, and those satellites are expected to be launched into geostationary orbits in 2025, 2026 and 2027, respectively. Satellite Insurance. We have procured insurance for SXM-9, SXM-10, SXM-11 and SXM-12 to mitigate the risks associated with each satellite’s launch and first year of in-orbit operation.
We have entered into agreements for the design, construction and launch of two additional satellites, SXM-11 and SXM-12, which are expected to replace our XM-5 and Sirius FM-5 satellites, respectively. Construction of these satellites is underway, and those satellites are expected to be launched into geostationary orbits in 2026 and 2027, respectively. Satellite Insurance.
Traffic Services For our SiriusXM business, a number of providers compete with our traffic services, particularly smartphones offering GPS mapping with sophisticated data-based turn navigation. Connected Vehicle Services Our SiriusXM connected vehicle services business operates in a highly competitive environment and competes with several providers as well as with products being developed for vehicles by automakers and other third parties.
Connected Vehicle Services Our SiriusXM connected vehicle services business operates in a highly competitive environment and competes with several providers as well as with products being developed for vehicles by automakers and other third parties. OnStar, a division of General Motors, also offers connected vehicle services in GM vehicles. Wireless devices, such as mobile phones, are also competitors.
The SiriusXM App also includes, among its many upgrades, improved search and discovery functions and refines the talk and sports programming and podcast experience for listeners. SiriusXM Our SiriusXM business features a wide range of content, including, music, sports, entertainment, comedy, talk and news channels, podcasts and infotainment services, all available in the United States on a subscription fee basis.
Our SiriusXM Business Our SiriusXM business features a wide range of content, including, music, sports, entertainment, comedy, talk and news channels, podcasts and infotainment services, all available in the United States on a subscription fee basis. SiriusXM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”).
Through our engagement surveys and other communication channels, we have learned about our workforce and this knowledge shaped the people-focused initiatives we prioritized in 2024. We believe that our culture fuels our ability to execute, and underpins our employee talent strategy.
We are a results-driven organization, and we believe that recognition and reward are key to generating a sense of pride and accountability. Through our engagement surveys and other communication channels, we have learned about our workforce and this knowledge shaped the people-focused initiatives we prioritized in 2025.
AdsWizz’s advertising technology also includes ad campaign monitoring tools and other audio advertising products, such as audio formats that enable consumers to trigger an action while listening to an ad as well as other personalization-based technology. AdsWizz’s technology is employed by Pandora and our Off-platform business in its ad-supported business as well as by third party customers.
AdsWizz offers a range of products – from dynamic ad insertion to advanced programmatic platforms to innovative audio formats. AdsWizz’s advertising technology also includes ad campaign monitoring tools and other audio advertising products, such as audio formats that enable consumers to trigger an action while listening to an ad as well as other personalization-based technology.
Commercial subscribers to the Cloud Cover music programming service are included in our Pandora and Off- 12 Table of Contents platform subscriber counts.
We offer real-time weather services in vehicles, boats and planes. Commercial subscribers to the SiriusXM and Pandora programming services are included in our subscriber count, respectively. Commercial subscribers to the Cloud Cover music programming service are included in our Pandora and Off-platform subscriber count.
Listeners of the ad-supported service are provided with the option to temporarily access on-demand listening, including certain features of the Pandora Premium service.
Each listener can personalize their experience by adding selected artists and songs to their stations. Local and national advertisers deliver targeted messages to our Pandora listeners on the ad-supported service. Listeners of the ad-supported service are provided with the option to temporarily access on-demand listening, including certain features of the Pandora Premium service.
SiriusXM Podcast Network We license original podcasts from their creators and provide podcast advertising services generating revenue from nearly 700 shows. We create and distribute original podcasts licensed from third parties through platforms such as the iPhone podcast App.
SiriusXM Podcast Network The SiriusXM Podcast Network is one of the largest podcast ad networks in North America with regards to listenership. We license original podcasts from their creators and provide podcast advertising services. We create and distribute original podcasts licensed from third parties through platforms such as Apple Podcasts, Spotify and YouTube.
Competition We encounter substantial competition for both listeners and advertisers in our SiriusXM business and our Pandora and Off-platform business. That competition includes a wide range of providers offering radio and other audio services. The competition landscape underscores the need for constant innovation and differentiation in our content, technology and advertising solutions.
Podcasts submitted through this portal are offered to listeners of Pandora’s ad-supported service as an additional benefit. Competition We encounter substantial competition for both listeners and advertisers in our SiriusXM business and our Pandora and Off-platform business. That competition includes a wide range of providers offering radio and other audio services.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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The cyber security measures we have implemented, however, may not be sufficient to prevent all possible attacks and may be vulnerable to hacking, employee error, ransom attacks, malfeasance, system error, faulty password management, social engineering or other irregularities.
However, the cyber security measures we have implemented may not be sufficient to prevent all possible attacks and may be vulnerable to hacking, employee error, ransom attacks, malfeasance, system error, faulty password management, social engineering or other irregularities.
These provisions include the following: • establishing a classified board of directors, with staggered terms until the third annual meeting after the effective time of the Merger, which may lengthen the time required to gain control of our board of directors; • allowing the authorized number of directors on the board of directors to be changed only by resolution of the board of directors; • permitting only the board of directors to fill vacancies on the board; • limiting who may call special meetings of stockholders; 36 Table of Contents • prohibiting stockholder action by written consent (subject to certain exceptions), thereby requiring stockholder action to be taken at a meeting of the stockholders; • requiring stockholder approval by holders of at least 66-2∕3% in voting power of all then-outstanding shares entitled to vote thereon, voting together as a single class, with respect to an amendment to our amended and restated bylaws and with respect to an amendment to particular articles of our amended and restated charter; • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect candidates to serve as a director on the board; • an exclusive forum provision providing that (a) the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and proceedings and (b) the federal district courts will be the exclusive forum for causes of action arising under federal securities law, in each case unless we consent in writing to the selection of an alternative forum; and • the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our board of directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.
These provisions include the following: • establishing a classified board of directors, with staggered terms until the third annual meeting after the effective time of the Merger, which may lengthen the time required to gain control of our board of directors; • allowing the authorized number of directors on the board of directors to be changed only by resolution of the board of directors; • permitting only the board of directors to fill vacancies on the board; • limiting who may call special meetings of stockholders; • prohibiting stockholder action by written consent (subject to certain exceptions), thereby requiring stockholder action to be taken at a meeting of the stockholders; 34 Table of Contents • requiring stockholder approval by holders of at least 66-2∕3% in voting power of all then-outstanding shares entitled to vote thereon, voting together as a single class, with respect to an amendment to our amended and restated bylaws and with respect to an amendment to particular articles of our amended and restated charter; • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect candidates to serve as a director on the board; • an exclusive forum provision providing that (a) the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and proceedings and (b) the federal district courts will be the exclusive forum for causes of action arising under federal securities law, in each case unless we consent in writing to the selection of an alternative forum; and • the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our board of directors to persons friendly to our then-current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.
The costs of maintaining adequate protection against such threats as they develop in the future (or as legal requirements related to data security increase) could be material. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.
Further, the costs of maintaining adequate protection against such threats as they develop in the future (or as legal requirements related to data security increase) could be material. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.
The success of any acquisition depends upon effective integration, cultural assimilation and management of acquired businesses and assets into our operations, which is subject to risks and uncertainties, including realizing the growth potential, the anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention for other business concerns, and undisclosed or potential legal liabilities of the acquired business or assets. 24 Table of Contents The integration process could distract our management, disrupt our ongoing business or result in inconsistencies in our services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of any such transaction or acquisition.
The success of any acquisition depends upon effective integration, cultural assimilation and management of acquired businesses and assets into our operations, which is subject to risks and uncertainties, including realizing the growth potential, the anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention for other business concerns, and undisclosed or potential legal liabilities of the acquired business or assets. 22 Table of Contents The integration process could distract our management, disrupt our ongoing business or result in inconsistencies in our services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of any such transaction or acquisition.
Our holding company structure could restrict access to funds of our subsidiaries that may be needed to pay third party obligations. Sirius XM Holdings is a holding company, and its assets consist of its investments in its subsidiaries, including Sirius XM Inc. and Sirius XM Radio.
Our holding company structure could restrict access to funds of our subsidiaries that may be needed to pay third party obligations. Sirius XM Holdings is a holding company, and its assets consist of its investments in its subsidiaries, including Sirius XM Inc. and Sirius XM Radio LLC.
Furthermore, there are no remedies available to the parties with respect to any breach of representations of the parties to the Merger Agreement, except for certain rights the party may have under applicable law to bring a claim for fraud or willful breach of the Merger Agreement.
Furthermore, there are no remedies available to the parties to the Merger Agreement with respect to any breach of representations of such parties, except for certain rights the party may have under applicable law to bring a claim for fraud or willful breach of the Merger Agreement.
Our ability to attract and retain advertisers, and ultimately to sell our advertising inventory, depends on a number of factors, including: • the number of listener hours on the Pandora ad-supported service, particularly the number of listener hours attributable to high-value demographics; • keeping pace with changes in technology and our competitors, some of which have significant influence over the distribution of our Pandora app; • competing effectively for advertising with other dominant online products and services, such as Spotify, Google, Facebook and YouTube, as well as other marketing and media outlets; • demonstrating the ability of advertisements to reach targeted audiences, including the value of mobile digital advertising; • ensuring that new ad formats and ad product offerings are attractive to advertisers and that inventory management decisions (such as changes to ad load, frequency, prominence and quality of ads that we serve listeners) do not have a negative impact on listener hours; and • adapting to technologies designed to block the display of our ads.
Our ability to attract and retain advertisers, and ultimately to sell our advertising inventory, depends on a number of factors, including: • the number of listener hours on the Pandora ad-supported service, particularly the number of listener hours attributable to high-value demographics; • keeping pace with changes in technology and our competitors, some of which have significant influence over the distribution of our Pandora app; • competing effectively for advertising with other dominant online products and services, such as Spotify, Google, Facebook and YouTube, as well as other marketing and media outlets; • demonstrating the ability of advertisements to reach targeted audiences, including the value of mobile digital advertising; • ensuring that new ad formats and ad product offerings are attractive to advertisers and that inventory management decisions (such as changes to ad load, frequency, prominence and quality of ads that we serve listeners) do not have a negative impact on listener hours; and 25 Table of Contents • adapting to technologies designed to block the display of our ads.
As a result of the Court’s findings, we now permit New York residents who purchase a subscription online to also cancel that subscription online, a cancellation mechanism that is at least as easy to use as the method the consumer used to initiate the subscription.
As a result of the Court’s findings, we now permit New York residents who purchase a subscription online to also cancel that subscription online, a cancellation mechanism that we believe is at least as easy to use as the method the consumer used to initiate the subscription.
Our business depends, in part, on various third parties, including: • creators and licensors of software that support our apps and services; 23 Table of Contents • programming providers, including agreements with owners of various copyrights in music, and on-air talent; • manufacturers that build and distribute satellite radios; • vendors that have designed or built, and vendors that support or operate, other important elements of our systems, including our satellites, marketing platforms, billing and payment processing, and the cloud-based systems we use; • companies that manufacture and sell integrated circuits for satellite radios; • vendors that operate our call centers; • Apple, who distributes our apps through its App Store and who we rely on to collect fees and approve the terms of our consumer offers; and • Google, who distributes our apps through its App Store and who we rely on to collect fees and approve the terms of our consumer offers, and who plays an important role in the fulfillment of the ads we sell on our Pandora platform.
Our business depends, in part, on various third parties, including: 21 Table of Contents • creators and licensors of software that support our apps and services; • programming providers, including agreements with owners of various copyrights in music, and on-air talent; • manufacturers that build and distribute satellite radios; • vendors that have designed, built or launched, and vendors that support or operate, other important elements of our systems, including our satellites, marketing platforms, billing and payment processing, and the cloud-based systems we use; • companies that manufacture and sell integrated circuits for satellite radios; • vendors that operate our call centers; • Apple, who distributes our apps through its App Store and who we rely on to collect fees and approve the terms of our consumer offers; and • Google, who distributes our apps through its App Store and who we rely on to collect fees and approve the terms of our consumer offers, and who plays an important role in the fulfillment of the ads we sell on our Pandora platform.
In November 2024, a New York Court found that our cancellation practices violated the “simple mechanism requirement” for subscription cancellations in the federal Restore Online Shoppers’ Confidence Act (“ROSCA”).
In November 2024, a New York Court found that our cancellation practices violated the “simple mechanism requirement” for subscription cancellations in the federal Restore Online Shoppers’ Confidence Act.
The lives of the satellites required to operate our SiriusXM service vary depending on a number of factors, including: 26 Table of Contents • degradation and durability of solar panels; • quality of construction; • random failure of satellite components, which could result in significant damage to or loss of a satellite; • amount of fuel the satellite consumes; • the performance of third parties that manage the operation of our satellites; and • damage or destruction as a result of electrostatic storms, terrorist attacks, collisions with other objects in space or other events, such as nuclear detonations, occurring in space.
The lives of the satellites required to operate our SiriusXM service vary depending on a number of factors, including: • degradation and durability of solar panels; • quality of construction; • random failure of satellite components, which could result in significant damage to or loss of a satellite; • amount of fuel the satellite consumes; • the performance of third parties that manage the operation of our satellites; and • damage or destruction as a result of electrostatic storms, terrorist attacks, collisions with other objects in space or other events, such as nuclear detonations, occurring in space.
Any failure, or perceived failure, to further our initiatives, adhere to public statements, comply with federal or state ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and adversely affect our business, reputation, financial condition, and operations results.
Any failure, or perceived failure, to further our initiatives, adhere to public statements, comply with federal or state sustainability laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and adversely affect our business, reputation, financial condition, and operations results.
The number of subscribers to our SiriusXM service declined in 2023 and 2024 and may further contract in the future. If we are unable to retain current subscribers at expected rates, or the costs of retaining subscribers are higher than expected, our financial performance and operating results could be adversely affected.
The number of subscribers to our SiriusXM service declined in 2024 and 2025 and may further contract in the future. If we are unable to retain current subscribers at expected rates, or the costs of retaining subscribers are higher than expected, our financial performance and operating results could be adversely affected.
Our amended and restated charter eliminates the liability of its directors and officers to the fullest extent permitted by Delaware law. 37 Table of Contents Other Operational Risks If we are unable to attract and retain qualified personnel, our business could be harmed.
Our amended and restated charter eliminates the liability of its directors and officers to the fullest extent permitted by Delaware law. 35 Table of Contents Other Operational Risks If we are unable to attract and retain qualified personnel, our business could be harmed.
Historically, we have been unsuccessful in migrating a large portion of subscribers on promotional pricing plans to higher priced plans. Our promotional pricing strategy is widely known, which 25 Table of Contents interferes with our ability to collect our ordinary subscription prices.
Historically, we have been unsuccessful in migrating a large portion of subscribers on promotional pricing plans to higher priced plans. Our promotional pricing strategy is widely known, which 23 Table of Contents interferes with our ability to collect our ordinary subscription prices.
To the extent vehicle sales by automakers decline, or the penetration of factory-installed satellite radios in those vehicles is reduced, our satellite radio service may be adversely impacted. Sales of pre-owned vehicles represent a significant source of new subscribers for our satellite radio service.
To the extent vehicle sales decline, or the penetration of factory-installed satellite radios in those vehicles is reduced, our satellite radio service may be adversely impacted. Sales of pre-owned vehicles represent a significant source of new subscribers for our satellite radio service.
In addition, a substantial number of those subscribers periodically cancel their subscriptions when offered a subscription at a higher price. Our ability to profitably attract and retain new subscribers to our SiriusXM service is uncertain. A number of factors may affect our ability to attract and retain subscribers to our Sirius XM service.
In addition, a substantial number of those subscribers periodically cancel their subscriptions when offered a subscription at a higher price. Our ability to profitably attract and retain new subscribers to our SiriusXM service is uncertain. A number of factors may affect our ability to attract and retain subscribers to our SiriusXM service.
In addition, we have entered into agreements for the construction and launch of three new satellites that are expected to be launched over the next three years, and material delays in the deployment of these satellites could be harmful to our business.
In addition, we have entered into agreements for the construction and launch of two new satellites that are expected to be launched over the next two years, and material delays in the deployment of these satellites could be harmful to our business.
Further, our ability to receive dividends or payments or advances from our subsidiaries’ businesses depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they are or may become subject and the terms of their indebtedness (including the restrictive covenants contained in Sirius XM Radio’s credit agreement and indentures) and any additional debt they may incur in the future.
Further, our ability to receive dividends or payments or advances from our subsidiaries’ businesses depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they are or may become subject and the terms of their indebtedness (including the restrictive covenants contained in Sirius XM Radio LLC’s credit agreement and indentures) and any additional debt they may incur in the future.
Our services, which 30 Table of Contents are supported by our own systems and those of third-party vendors, could be subject to computer malware and attacks as well as to catastrophic events (such as fires, floods, hurricanes, or tornadoes), any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personally identifiable information.
Our services, which are supported by our own systems and those of third-party vendors, could be subject to computer malware and attacks as well as to catastrophic events (such as fires, floods, hurricanes, or tornadoes), any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personally identifiable information.
Our SiriusXM service has suffered a loss of subscribers and our Pandora ad-supported service has similarly experienced a loss of monthly active users. The number of subscribers to our SiriusXM service has declined for the past two years, including in 2024.
Our SiriusXM service has suffered a loss of subscribers, and our Pandora ad-supported service has similarly experienced a loss of monthly active users. The number of subscribers to our SiriusXM service has declined for the past two years, including in 2025.
Competition for Pandora’s services are primarily offered by entities that provide music and entertainment services as a small part of a larger business, such as Apple, Google, Amazon and YouTube. These competitors have the ability to bear these onerous economic provisions to a much 32 Table of Contents greater extent than our Pandora business.
Competition for Pandora’s services are primarily offered by entities that provide music and entertainment services as a small part of a larger business, such as Apple, Google, Amazon and YouTube. These competitors have the ability to bear these onerous economic provisions to a much greater extent than our Pandora business.
There can be no assurance that new laws or regulations will not be enacted or adopted, preexisting laws or regulations will not be more strictly enforced or that our operations will comply with all applicable laws, which could have an adverse impact on our operations and financial condition. Failure to comply with FCC requirements could damage our business.
There can be no assurance that new laws or regulations will not be enacted or adopted, pre-existing laws or regulations will not be more strictly enforced or that our operations will comply with all applicable laws, which could have an adverse impact on our operations and financial condition. Failure to comply with FCC requirements could damage our business.
These failures and anomalies are expected to continue in the ordinary course, and we cannot predict if any of these possible future events will have a material adverse effect on our operations or the life of our existing in-orbit satellites.
These failures and anomalies are expected to continue in the ordinary course, and we cannot predict if any of these possible future events will have a material adverse effect on our operations or the 24 Table of Contents life of our existing in-orbit satellites.
Although we have implemented practices designed to maintain the availability of the information technology and service delivery systems we rely on and mitigate the harm of any unplanned interruptions, we cannot anticipate all eventualities. We occasionally experience unplanned outages or 31 Table of Contents technical difficulties.
Although we have implemented practices designed to maintain the availability of the information technology and service delivery systems we rely on and mitigate the harm of any unplanned interruptions, we cannot anticipate all eventualities. We occasionally experience unplanned outages or technical difficulties.
The plaintiffs allege that the Transaction was unfair to minority stockholders and unduly favored Liberty Media because, among other things: we have taken on tax liabilities; we have assumed Liberty Media’s debt; and the transaction enabled Liberty Media to appoint a majority of our board of directors with staggered terms to give Liberty Media at least three years of board-level control.
The plaintiffs allege that the Transactions were unfair to minority stockholders and unduly favored Liberty Media because, among other things: we have taken on tax liabilities; we have assumed Liberty Media’s debt; and the Transactions enabled Liberty Media to appoint a majority of our board of directors with staggered terms to give Liberty Media at least three years of board-level control.
The occurrence of any of these events could result in interruptions in our services and unauthorized access to, or alteration of, the content and data contained on our systems and that these third party vendors store and deliver on our behalf.
The occurrence of any of these events could result in interruptions in our services and unauthorized access 29 Table of Contents to, or alteration of, the content and data contained on our systems and that these third-party vendors store and deliver on our behalf.
Similarly, many of these licenses provide that if the licensor loses rights in a portion of the content licensed under the agreement, that content may be removed from the license going-forward.
Similarly, many of these licenses provide that 30 Table of Contents if the licensor loses rights in a portion of the content licensed under the agreement, that content may be removed from the license going-forward.
The plaintiffs also allege that the Transactions closed a multi-billion-dollar valuation gap between the price at which the LSXM shares traded in the market and the net asset value of the underlying assets those LSXM shares “tracked,” which solely benefited Liberty Media stockholders, and that the Special Committee failed to negotiate a fair exchange ratio in light of these benefits to Liberty Media.
The plaintiffs also allege that the Transactions closed a multi-billion-dollar valuation gap between the price at which the Liberty SiriusXM common stock traded in the market and the net asset value of the underlying assets the Liberty SiriusXM common stock “tracked,” which solely benefited Liberty Media stockholders, and that the Special Committee failed to negotiate a fair exchange ratio in light of these benefits to Liberty Media.
We use this personal data to market our services and to enhance our advertising business. Regulations and obligations on third party data providers may restrict or reduce the third party data we receive or in the manner in which we use such third party data.
We use this personal data to market our services and to enhance our advertising business. Regulations and obligations on third party data providers may restrict or reduce the third party data we 26 Table of Contents receive or the manner in which we use such third party data.
Under Section 355(e) of the Code, an acquisition of our stock would generally be presumed to be part of a plan (or series of related transactions) with the Split-Off if such acquisition occurs within two years before or after the Split-Off (or if such stock is received in the Split-Off in exchange for Liberty SiriusXM common stock that was acquired within the two years before the Split-Off).
Under Section 355(e) of the Code, an acquisition of our stock would generally be presumed to be part of a plan (or series of related transactions) with the Split-Off if such acquisition occurs within two years before or after the Split-Off (or if such stock is received in the Split-Off in exchange for Liberty SiriusXM common stock (as defined in Part II, Item 7.
Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our employees, contractors or other agents. We may not be able to effectively control the unauthorized actions of third parties who may have access to the data we collect.
Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, 28 Table of Contents or other forms of deceit. We may not be able to effectively control the unauthorized actions of third parties who may have access to the data we collect.
We are parties to several legal proceedings arising out of various aspects of our business, including possible class actions arising out of our marketing practices and governmental actions and possible class actions and mass arbitrations arising from our pricing and cancellation practices.
We are parties to several legal proceedings arising out of various aspects of our business, including possible class actions arising out of our marketing practices and governmental actions and possible class actions and mass arbitration demands arising from, among other issues, our pricing and cancellation practices.
For example, there may be the potential for a conflict of interest if any conflict arises under the Tax Sharing Agreement or when we or Liberty Media look at acquisitions and other corporate opportunities that may be suitable for each of them.
For example, there may be the potential for a conflict of interest if any conflict arises under the Tax Sharing Agreement or when we or Liberty Media look at acquisitions and other corporate opportunities that may be suitable for each company. Moreover, our Chairman of the board of directors, Gregory B.
As a holding company, our ability to meet our financial obligations (including assumed liabilities in connection with the Transactions) to third parties is dependent upon our available cash balances, distributions from subsidiaries and other investments and proceeds from any asset sales.
As a holding company, our ability to meet our financial obligations to third parties is dependent upon our available cash balances, distributions from subsidiaries and other investments and proceeds from any asset sales.
If we fail to integrate with the technological standards preferred by our clients, or if those methodologies are inaccurate, our revenue may be adversely affected. 27 Table of Contents Our failure to convince advertisers of the benefits of our Pandora ad-supported service could harm our business.
Finally, our ability to integrate with technological standards may be limited by both emerging laws and third parties. If we fail to integrate with the technological standards preferred by our clients, or if those methodologies are inaccurate, our revenue may be adversely affected. Our failure to convince advertisers of the benefits of our Pandora ad-supported service could harm our business.
Our competitors or other third parties may incorporate AI into their products and operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
Our competitors or other third parties may incorporate AI into their products and operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business.
Business - Satellites, Terrestrial Repeaters and Other Satellite Facilities” of this Annual Report on Form 10-K. Our SiriusXM service may experience harmful interference from wireless operations.
Business - Our Satellite Radio Systems” of this Annual Report on Form 10-K. Our SiriusXM service may experience harmful interference from wireless operations.
In addition, other governmental authorities have commenced investigations into our consumer practices, including the manner in which we allow consumers to cancel subscriptions to our services. 29 Table of Contents Modifications to consumer protection laws, including laws regarding the manner in which consumers can cancel our services as well as decisions by courts and administrative agencies interpreting these laws, could have an adverse impact on our ability to attract and retain subscribers and listeners to our services.
Modifications to consumer protection laws, including laws regarding the manner in which consumers can cancel our services as well as decisions by courts and administrative agencies interpreting these laws, could have an adverse impact on our ability to attract and retain subscribers and listeners to our services.
As of December 31, 2024, we had an aggregate principal amount of approximately $10.4 billion of indebtedness outstanding.
As of December 31, 2025, we had an aggregate principal amount of approximately $9.8 billion of indebtedness outstanding.
These provisions in our amended and restated charter and amended and restated bylaws may discourage, delay or prevent a change in control that a stockholder may consider favorable. We have directors associated with Liberty Media, which may lead to conflicting interests. Gregory B. Maffei, a senior advisor to Liberty Media, also serves as the Chairman of our board of directors.
These provisions in our amended and restated charter and amended and restated bylaws may discourage, delay or prevent a change in control that a stockholder may consider favorable. We have directors associated or previously associated with Liberty Media, which may lead to conflicting interests. The members of our board of directors owe fiduciary duties to our stockholders. Dr.
In the event that portions of our proprietary technology are determined to be subject to an open source license, we may be required to publicly release portions of our source code, be forced to re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could adversely affect our ability to sustain and grow our business. 33 Table of Contents Risks Related to our Capital Structure While we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time.
In the event that portions of our proprietary technology are determined to be subject to an open source license, we may be required to publicly release portions of our source code, be forced to re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could adversely affect our ability to sustain and grow our business.
If we are unable to obtain sufficient liquidity in the future, we may be unable to continue to develop our 34 Table of Contents business, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to obtain sufficient liquidity in the future, we may be unable to continue to develop our business, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations. 32 Table of Contents Risks Relating to the Transactions We may have a significant indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, if the transactions associated with the Split-Off are treated as a taxable transaction.
In addition, our indemnity obligations under the Tax Sharing Agreement might discourage, delay or prevent us entering into a change of control transaction for some period of time following the Split-Off.
Moreover, we might determine to forgo certain transactions, including share repurchases, stock issuances, certain asset dispositions and other strategic transactions, for some period of time following the Split-Off. In addition, our indemnity obligations under the Tax Sharing Agreement might discourage, delay or prevent us entering into a change of control transaction for some period of time following the Split-Off.
There is no guarantee that Congress will not modify the statutory framework governing our services, or that the FCC will not modify its rules and regulations in a manner that would have an adverse impact on our operations. We may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services.
There is no guarantee 27 Table of Contents that Congress will not modify the statutory framework governing our services, or that the FCC will not modify its rules and regulations in a manner that would have an adverse impact on our operations.
Any refinancing of our debt may require us to comply with more onerous covenants, which could further restrict our business operations. If additional debt financing is not available to us in the future or we are unable to access funds of our subsidiaries, we may obtain liquidity through the issuance and sale of our equity securities.
If additional debt financing is not available to us in the future or we are unable to access funds of our subsidiaries, we may obtain liquidity through the issuance and sale of our equity securities. If additional funds are raised through the issuance of equity securities, our stockholders may experience significant dilution.
This presumption, however, may be rebutted based upon an analysis of the facts and circumstances related to the Split-Off and the particular acquisition in question, including a weighing of certain plan and non-plan factors set forth in U.S. Treasury Regulations promulgated under Section 355(e) of the Code. Further, these U.S.
Management’s Discussion and Analysis of Financial Condition and Results of Operations) that was acquired within the two years before the Split-Off). This presumption, however, may be rebutted based upon an analysis of the facts and circumstances related to the Split-Off and the particular acquisition in question, including a weighing of certain plan and non-plan factors set forth in U.S.
Similarly, the number of monthly active users to our ad-supported Pandora service has declined consistently for several years, including in 2024.
Similarly, the number of monthly active users to our ad-supported Pandora service has declined consistently for several years, including in 20 Table of Contents 2025. This loss of subscribers to our SiriusXM service and the decline in monthly active users to our Pandora ad-supported service is likely to continue in the future.
We incorporate various artificial intelligence (“AI”) solutions into our digital infrastructure, services, offerings and features, and these applications are becoming important in our operations.
We incorporate various artificial intelligence (“AI”) solutions into our digital infrastructure, services, offerings and features, and these applications are becoming important in our operations. We have general policies regarding the use of AI platforms in our business and seek to monitor the use of AI based applications throughout our enterprise.
This loss of subscribers to our SiriusXM service and the decline in monthly active users to our Pandora ad-supported service is likely to continue in the future. 22 Table of Contents The number of subscribers to our SiriusXM service has declined due to a variety of factors, including a decline in the rate at which new car buyers convert their trial subscriptions into self-pay subscriptions.
The number of subscribers to our SiriusXM service has declined due to a variety of factors, including a decline in the rate at which new car buyers convert their trial subscriptions into self-pay subscriptions. The decline in the number of SiriusXM subscribers may have a number of collateral effects on our business.
We may also be required to expend significant resources to address these problems, including notification under various data privacy regulations, and our reputation and operating results could suffer.
If an actual or perceived breach of security occurs on our systems or a vendor’s systems, we could be exposed to costly government enforcement actions and private litigation and our reputation could suffer. We may also be required to expend significant resources to address these problems, including notification under various data privacy regulations, and our operating results could suffer.
Dr. Evan Malone, a director of Liberty Media, also serves as a member of our board of directors. The members of our board of directors have fiduciary duties to our stockholders. Such persons also have fiduciary duties to Liberty Media’s stockholders.
Evan Malone, a member of our board of directors, also serves as a director of Liberty Media and, as such, also owes fiduciary duties to Liberty Media’s stockholders. Therefore, Mr. Malone may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting Liberty Media.
Treasury Regulations provide certain safe harbors under which an acquisition will be deemed not to be part of a plan (or series of related transactions) with the Split-Off for purposes of Section 355(e) of the Code. 35 Table of Contents In light of the Tax Sharing Agreement and the requirements under Section 355 of the Code, including the factors and safe harbors described above, we may determine to forgo certain transactions that might otherwise be advantageous.
In light of the Tax Sharing Agreement and the requirements under Section 355 of the Code, including the factors and safe harbors described above, we may determine to forgo certain transactions that might otherwise be advantageous.
Moreover, our Chairman of the board of directors and certain other directors may continue to own Liberty Media common stock, restricted stock units and options to purchase Liberty Media common stock.
Maffei, who is a former president, chief executive officer and director of Liberty Media, and certain other of our directors may continue to own Liberty Media common stock, restricted stock units and options to purchase Liberty Media common stock.
Many governments, regulators, investors, employees, customers and other stakeholders are focused on environmental, social and governance (or “ESG”) considerations, including climate change and greenhouse gas emissions; human capital management, including diversity, equity and inclusion; cybersecurity; content moderation; and human and civil rights.
In recent years, there has been heightened interest from governments, regulators, investors, employees, customers and other stakeholders on sustainability matters (sometimes called “ESG” matters), including climate change and greenhouse gas emissions; human capital management; cybersecurity; content moderation; diversity and inclusion; and human and civil rights.
In particular, we may determine to continue to operate certain of our business operations for the foreseeable future even if a sale of such business operations might otherwise be advantageous. Moreover, we might determine to forgo certain transactions, including share repurchases, stock issuances, certain asset dispositions and other strategic transactions, for some period of time following the Split-Off.
In 33 Table of Contents particular, we may determine to continue to operate certain of our business operations for the foreseeable future even if a sale of such business operations might otherwise be advantageous.
The decline in the number of SiriusXM subscribers may have a number of collateral effects on our business. The size of our ad-supported listener base is an important element of our Pandora service.
The size of our ad-supported listener base is an important element of our Pandora service.
Related initiatives, and implementation of these initiatives, also involve risks and uncertainties, and we cannot guarantee that we will achieve any announced environmental, social and governance objectives. In addition, some stakeholders may disagree with our initiatives and objectives.
Related initiatives, and implementation of these initiatives, also involve risks and uncertainties, and we cannot guarantee that we will make progress against or achieve any sustainability-related objectives that we have announced or may announce in the future.
Many of our competitors currently have larger music and content catalogs than we offer and they may be more effective in providing their listeners with an appealing listener experience. 28 Table of Contents We also provide comedy and podcast content on our Pandora service, and we try to predict what our listeners will enjoy using technology similar to the technology that we use to generate personalized playlists for music.
We also provide comedy and podcast content on our Pandora service, and we try to predict what our listeners will enjoy using technology similar to the technology that we use to generate personalized playlists for music.
The nature of our business could expose us to claims or public criticism related to defamation, illegal content, misinformation, and content regulation. We could incur costs investigating and defending any such claims. In addition, some stakeholders may disagree with third-party content provided through our services, and negative public criticism of this content could damage our reputation and brands.
We may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services. The nature of our business could expose us to claims or public criticism related to defamation, illegal content, misinformation, and content regulation. We could incur costs investigating and defending any such claims.
Our ability to refinance our indebtedness on favorable terms, or at all, is dependent on (among other things) conditions in the credit and capital markets, which are beyond our control. In addition, any such refinancing efforts may increase our debt service obligations as we refinance lower interest rate debt with higher interest rate debt.
We have a substantial amount of indebtedness maturing in the next several years. Our ability to refinance our indebtedness on favorable terms, or at all, is dependent on (among other things) conditions in the credit and capital markets, which are beyond our control.
In addition, Sirius XM Radio’s borrowings under its Senior Secured Revolving Credit Facility, including the Incremental Term Loan, carry a variable interest rate based on the Secured Overnight Financing Rate (“SOFR”). Sirius XM Radio may, in the future, hedge against interest rate fluctuations by using hedging instruments such as swaps, caps, options, forwards, futures or other similar products.
In addition, Sirius XM Radio LLC’s borrowings under its Senior Secured Revolving Credit Facility (the “Credit Facility”), including the Incremental Term Loan (the “Delayed Draw Incremental Term Loan”), carry a variable interest rate based on the Secured Overnight Financing Rate (“SOFR”).
Our business could be adversely affected if a number of automakers do not continue to include our SiriusXM service in their products or provide us with such data. Automotive production and sales are dependent on many factors, including labor relations matters, the availability of vehicle components, national trade policies, consumer credit, general economic conditions, consumer confidence and fuel costs.
Automotive production and sales are dependent on many factors, including labor relations matters, the availability of vehicle components, national trade policies including tariffs and other trade barriers, consumer credit, general economic conditions, consumer confidence and fuel costs.
These instruments may be used to selectively manage risks, but there can be no assurance that we will be fully protected against material interest rate fluctuations. If we are unable to generate sufficient cash flow to repay or refinance our debt on favorable terms, it could significantly adversely affect our financial condition and the value of our outstanding debt.
If we are unable to generate sufficient cash flow to repay or refinance our debt on favorable terms, it could significantly adversely affect our financial condition and the value of our outstanding debt. Our ability to incur additional indebtedness to fund our operations could be limited, which could negatively impact our operations.
The rapid evolution of AI, including the government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact. Interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business.
The rapid evolution of AI, including the government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI in a manner that minimizes unintended, harmful impacts. Regulations related to AI may also impose on us certain obligations and costs related to monitoring and compliance.
If we incur material costs, liability, or negative consumer reaction as a result of these occurrences, our business, financial condition and operating results could be adversely impacted. Environmental, social and governance expectations and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm, and other adverse effects.
In addition, some stakeholders may disagree with third-party content provided through our services, and negative public criticism of this content could damage our reputation and brands. If we incur material costs, liability, or negative consumer reaction as a result of these occurrences, our business, financial condition and operating results could be adversely impacted.
The continuing availability of this data is important, and the loss or additional restrictions on our use of such data may harm our revenue and business. The imposition of tariffs by the United States government could have a major effect on the United States auto industry, upon which Sirius XM is dependent upon as a material source of new subscribers.
The continuing availability of this data is important, and the loss or additional restrictions on our use of such data may harm our revenue and business. Failure of our satellites would significantly damage our business.
Removed
President Trump has announced plans to impose broad-based tariffs on imports from many countries, including China, countries of the European Union, Japan and even Mexico and Canada.
Added
Our business could be adversely affected if a number of automakers do not continue to include our SiriusXM service in their products or provide us with such data.
Removed
Significant tariffs on imports from European Union countries, Japan, Canada and Mexico, as have been proposed by President Trump, could have a major impact on the United States auto industry, which depends heavily on cross border trade. New tariffs would likely affect retail auto prices in the United States, both directly and indirectly.
Added
Significant tariffs on imports from many countries including China, European Union countries, Japan, Canada and Mexico, could have a major impact on the price of auto parts, semi-finished products, components and raw materials and finished vehicles, resulting in declines of vehicle sales by automakers.
Removed
Tariffs would directly affect the price of finished vehicles. More broadly, tariffs would have an indirect effect on the retail price of vehicles through its effect on auto parts, semi-finished products, components and raw materials. The United States auto industry is reliant in large part on a worldwide supply chain, with dependencies on suppliers throughout the world.
Added
Many of our competitors currently have larger music and content catalogs than we offer and they may be more effective in providing their listeners with an appealing listener experience.
Removed
New tariffs would also likely affect the costs of our chipsets, an essential element of satellite radios, and the satellite radio modules that are incorporated into vehicles by automakers.
Added
In addition, other governmental authorities have commenced investigations into our consumer practices, including the manner in which we allow consumers to cancel subscriptions to our services.
Removed
It is impossible to predict with any precision the effects that new tariffs would have on the United States auto industry, and the resulting downstream effects on our Sirius XM business, although we expect the impact could be significant. Failure of our satellites would significantly damage our business.
Added
Increasing interest and expectations regarding sustainable business practices by our various stakeholders and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm and other adverse effects.
Removed
Finally, our ability to integrate with technological standards may be limited by both emerging laws and third parties.
Added
Furthermore, more recently different stakeholder groups and the federal government have advocated divergent (or conflicting) views on ESG matters, which increases the risk that any action, or lack thereof, with respect to ESG matters will be perceived unfavorably by certain stakeholders.
Removed
The Federal Trade Commission has issued proposed rules that are scheduled to go into effect on May 15, 2025 that will require us on a nationwide basis to permit a purchaser of a subscription online to also cancel that subscription online.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+2 added−2 removed16 unchanged
Our cybersecurity program is built upon 38 Table of Contents internationally recognized frameworks, such as ISO 27001, and maps to standards published by The National Institute of Standards and Technology. We believe that our processes provide us with a reasonable and comprehensive assessment of potential cyber threats.
Our cybersecurity program is built upon 36 Table of Contents internationally recognized frameworks, such as ISO 27001, and maps to standards published by The National Institute of Standards and Technology. We believe that our processes provide us with a reasonable and comprehensive assessment of potential cyber threats.
To ensure robust oversight, we have established a Security Council comprising senior leaders, including our Chief Executive Officer, Chief Operating Officer, Chief Information Security Officer, Chief Financial Officer, General Counsel and Chief Privacy Officer. The Security Counsel meets on at least a quarterly basis to review cybersecurity and information security 39 Table of Contents matters.
To ensure robust oversight, we have established a Security Council comprising senior leaders, including our Chief Executive Officer, Chief Operating Officer, Chief Information Security Officer, Chief Financial Officer, General Counsel and Chief Privacy Officer. The Security Council meets on at least a quarterly basis to review cybersecurity and information security matters.
Our Chief Information Security Officer aims to ensure rigorous oversight and execution of our cybersecurity and information security strategy. 40 Table of Contents
Our Chief Information Security Officer aims to ensure rigorous oversight and execution of our cybersecurity and information security strategy. 38 Table of Contents
The Security Council has primary management oversight responsibility for assessing and managing risks related to information security, fraud, vendor oversight, data protection and privacy, and cybersecurity. We have a security incident response framework in place.
The Security Council has primary management oversight responsibility for assessing and managing risks related to information security, fraud, vendor oversight, data protection and privacy, and cybersecurity. 37 Table of Contents We have a security incident response framework in place.
Our Senior Vice President and head of Internal Audit reports directly to the Audit Committee and is responsible for reporting to the Committee on our company-wide enterprise risk assessment, and that assessment also includes an evaluation of cyber risks and threats.
Our Vice President and head of Internal Audit reports directly to the Audit Committee and is responsible for reporting to the Audit Committee on our company-wide enterprise risk assessment, which includes an evaluation of cyber risks and threats.
As a matter of process, the Audit Committee annually reviews, and recommends to the Board its approval of, our information security policy and information security program. Furthermore, on an annual basis, the Board reviews and discusses our technology strategy and strategic plan. Role of management Our Chief Information Security Officer is responsible for the day-to-day management of our cybersecurity risks.
Furthermore, on an annual basis, the board of directors reviews and discusses our technology strategy and strategic plan. Role of management Our Chief Information Security Officer is responsible for the day-to-day management of our cybersecurity risks.
The Chair of the Audit Committee reports to the Board on cybersecurity risks and other matters reviewed by the Committee. In addition, the Board receives separate presentations on cybersecurity risk. Furthermore, all Board members are invited to attend each Audit Committee meeting and have access to the materials for each Audit Committee meeting.
The Chair of the Audit Committee reports to the board of directors on cybersecurity risks and other matters reviewed by the Audit Committee. In addition, the board of directors receives separate presentations on cybersecurity risk.
Removed
In addition, we have engaged: Novacoast, an international cybersecurity company specializing in IT services and software development, to augment our monitoring and detection efforts; Synopsys, Inc., a leader in electronic design automation, to perform our external penetration testing and vulnerability assessment; Recorded Future, one of the world’s largest intelligence companies, and Mandiant, a recognized leader in cyber defense, threat intelligence and incident response services, to provide threat intelligence and analysis services and augment our incident response ability.
Added
We have also engaged various third-party experts to, among other things: augment our monitoring and detection efforts; perform our external penetration testing and vulnerability assessment; provide threat intelligence and analysis services and augment our incident response capabilities. Additionally, our Senior Vice President and Treasurer reviews on a regular basis our insurance programs and policies to ensure we have appropriate coverage.
Removed
Our Senior Vice President and Treasurer is responsible for our insurance programs and reviews on a regular basis our insurance policies and assesses whether we have appropriate coverage.
Added
Furthermore, all members of the board of directors are invited to attend each Audit Committee meeting and have access to the materials for each Audit Committee meeting. As a matter of process, the Audit Committee annually reviews, and recommends to the board of directors its approval of, our information security policy and information security program.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed2 unchanged
These facilities are not material to our business or operations. In addition, we lease or license space at approximately 530 locations for use in connection with the terrestrial repeater networks that support our satellite radio services. In general, these leases and licenses are for space on building rooftops and communications towers.
These facilities are not material to our business or operations. In addition, we lease or license space at approximately 520 locations for use in connection with the terrestrial repeater networks that support our satellite radio services. In general, these leases and licenses are for space on building rooftops and communications towers.
These facilities are not material to our business or operations. ITEM 3. LEGAL PROCEEDINGS For a discussion of our “Legal Proceedings,” refer to Note 16 in the notes to our audited consolidated financial statements in this Annual Report on Form 10-K. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 Table of Contents PART II
These facilities are not material to our business or operations. ITEM 3. LEGAL PROCEEDINGS For a discussion of our “Legal Proceedings,” refer to Note 15 in the notes to our audited consolidated financial statements in this Annual Report on Form 10-K. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 39 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+0 added−6 removed3 unchanged
(2) The weighted-average exercise price of outstanding options, warrants and rights relates solely to stock options, which are the only currently outstanding exercisable security. 44 Table of Contents ITEM 6. [RESERVED]
(2) The weighted-average exercise price of outstanding options, warrants and rights relates solely to stock options, which are the only currently outstanding exercisable security. 42 Table of Contents ITEM 6. [RESERVED]
Issuer Purchases of Equity Securities The following table provides information about our purchases of equity securities registered pursuant to Section 12 of the Exchange Act during the quarter ended December 31, 2024.
Issuer Purchases of Equity Securities The following table provides information about our purchases of equity securities registered pursuant to Section 12 of the Exchange Act during the quarter ended December 31, 2025.
The graph assumes that $100 was invested on December 31, 2019, in each of our common stock, the S&P 500, the S&P 500 Media & Entertainment Index and the S&P 1500 Media and Entertainment Index .
The graph assumes that $100 was invested on December 31, 2020, in each of our common stock, the S&P 500 and the S&P 1500 Media and Entertainment Index .
Plan Category (shares in millions) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (1) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans Equity compensation plans approved by security holders 30 $ 49.69 — Equity compensation plans not approved by security holders — — — Total 30 $ 49.69 — __________ (1) In addition to shares issuable upon exercise of stock options, amount also includes approximately 12 shares underlying restricted stock units, including performance-based restricted stock units (“PRSUs”) and dividend equivalents thereon.
Plan Category (shares in millions) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (1) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans Equity compensation plans approved by security holders 31 $ 50.10 — Equity compensation plans not approved by security holders — — — Total 31 $ 50.10 — __________ (1) In addition to shares issuable upon exercise of stock options, amount also includes approximately 16 shares underlying restricted stock units, including performance-based restricted stock units (“PRSUs”) and dividend equivalents thereon.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NASDAQ Global Select Market under the symbol “SIRI.” On January 28, 2025, there were approximately 5,722 record holders of our common stock.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NASDAQ Global Select Market under the symbol “SIRI.” On February 3, 2026, there were approximately 5,355 record holders of our common stock.
The size and timing of any purchases will be based on a number of factors, including price and business and market conditions. 42 Table of Contents COMPARISON OF CUMULATIVE TOTAL RETURNS Set forth below is a graph comparing the cumulative performance of our common stock with the Standard & Poor's Composite-500 Stock Index, or the S&P 500, and the S&P 500 Media & Entertainment Index, the published industry index we previously used for the purposes of the SEC rules, and the S&P 1500 Media & Entertainment Index, the new published industry index we have selected to use, from December 31, 2019 to December 31, 2024.
The size and timing of any purchases will be based on a number of factors, including price and business and market conditions. 40 Table of Contents COMPARISON OF CUMULATIVE TOTAL RETURNS Set forth below is a graph comparing the cumulative performance of our common stock with the Standard & Poor's Composite-500 Stock Index, or the S&P 500, and the S&P 1500 Media & Entertainment Index from December 31, 2020 to December 31, 2025.
The information in the graph represents the performance of the common stock of Old Sirius for the period from December 31, 2019 to September 9, 2024, the closing of the Transactions, and the performance of our common stock from September 10, 2024 to December 31, 2024.
The information in the graph represents the performance of the common stock of Old Sirius for the period from December 31, 2020 to September 9, 2024, the closing of the Transactions, and the performance of our common stock from September 10, 2024 to December 31, 2025. Our board of directors expects to declare regular quarterly dividends.
On September 10, 2024, we announced that our board of directors had approved for repurchase an aggregate of $1.166 billion of our common stock. The board of directors did not establish an end date for this stock repurchase program.
All of these repurchases were made pursuant to our share repurchase program. On September 9, 2024, our board of directors approved for repurchase an aggregate of $1.166 billion of our common stock. The board of directors did not establish an end date for this stock repurchase program.
Period Total Number of Shares Purchased Average Price Paid Per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a) October 1, 2024 - October 31, 2024 — $ — — $ 1,166,487,722 November 1, 2024 - November 30, 2024 — $ — — $ 1,166,487,722 December 1, 2024 - December 31, 2024 300,609 $ 22.71 300,609 $ 1,159,660,534 Total 300,609 $ 22.71 300,609 a) These amounts include fees and commissions associated with the shares repurchased.
Period Total Number of Shares Purchased Average Price Paid Per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a) October 1, 2025 - October 31, 2025 683,599 $ 21.94 683,599 $ 1,055,025,386 November 1, 2025 - November 30, 2025 676,810 $ 21.26 676,810 $ 1,040,635,803 December 1, 2025 - December 31, 2025 807,200 $ 21.14 807,200 $ 1,023,570,054 Total 2,167,609 $ 21.43 2,167,609 a) These amounts include fees and commissions associated with the shares repurchased.
Our board of directors expects to declare regular quarterly dividends. 43 Table of Contents Stockholder Return Performance Table S&P 1500 Media & Entertainment Index S&P 500 Index S&P 500 Media & Entertainment Index Sirius XM Holdings Inc.
Stockholder Return Performance Table S&P 1500 Media & Entertainment Index S&P 500 Index Sirius XM Holdings Inc.
December 31, 2019 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 31, 2020 $ 130.73 $ 116.26 $ 131.17 $ 89.89 December 31, 2021 $ 165.21 $ 147.52 $ 166.16 $ 90.55 December 31, 2022 $ 92.69 $ 118.84 $ 92.95 $ 87.64 December 31, 2023 $ 152.08 $ 147.64 $ 153.89 $ 83.90 December 31, 2024 $ 213.02 $ 182.05 $ 216.58 $ 36.14 This performance graph shall not be deemed “soliciting material” or “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act.
December 31, 2020 $ 100.00 $ 100.00 $ 100.00 December 31, 2021 $ 126.37 $ 126.89 $ 100.74 December 31, 2022 $ 70.90 $ 102.22 $ 97.50 December 31, 2023 $ 116.33 $ 126.99 $ 93.34 December 31, 2024 $ 162.94 $ 156.59 $ 40.21 December 31, 2025 $ 220.53 $ 182.25 $ 37.01 This performance graph shall not be deemed “soliciting material” or “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act. 41 Table of Contents Equity Compensation Plan Information The following table provides information about our common stock that may be issued upon exercise of options, warrants and rights under our equity compensation plans.
Removed
All of these repurchases were made pursuant to our share repurchase program. Prior to the closing of the Transactions, the board of directors of Old Sirius had approved the repurchase of an aggregate of $18.0 billion of its common stock.
Removed
As of the closing of the Transactions, Old Sirius' cumulative repurchases since December 2012 under that stock repurchase program totaled 373 million shares for $16.8 billion, and $1.166 billion remained available under that stock repurchase program. The stock repurchase program of Old Sirius was terminated on the closing date of the Transactions.
Removed
We determined to change the published industry index used for the required performance graph to the S&P 1500 Media & Entertainment Index following a review by the Compensation Committee’s independent consultants, Meridian Compensation Partners, LLC, to identify the most-appropriate index for determining a part of our executive compensation awards.
Removed
This review concluded that the S&P 1500 Media & Entertainment Index was more closely aligned with companies in our executive compensation peer group than the S&P 500 Media & Entertainment Index.
Removed
From an investor perspective, the S&P 1500 Media & Entertainment Index also was found to consist of additional companies that more closely aligned as peers than those contained in the S&P 500 Media & Entertainment Index and other alternatives that were tested, supporting its relevance to investors for relative capital-market performance comparisons.
Removed
Equity Compensation Plan Information The following table provides information about our common stock that may be issued upon exercise of options, warrants and rights under our equity compensation plans. Information is as of December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

131 edited+19 added−31 removed59 unchanged
Following the Split-Off, on September 9, 2024 at 6:00 p.m., New York City time (the “Merger Effective Time”), a wholly owned subsidiary of SplitCo merged with and into Sirius XM Holdings Inc. (“Old Sirius”), with Old Sirius surviving the merger as a wholly owned subsidiary of New Sirius (the “Merger” and together with the Split-Off, the “Transactions”).
Following the Split-Off, on September 9, 2024 at 6:00 p.m., New York City time (the “Merger Effective Time”), a wholly owned subsidiary of SplitCo merged with and into Sirius XM Holdings Inc. (“Old Sirius”), with Old Sirius surviving the merger as a wholly owned subsidiary of SplitCo (the “Merger” and together with the Split-Off, the “Transactions”).
Cash Flows Used in Investing Activities Cash flows used in investing activities in the year ended December 31, 2024 were primarily due to spending for capitalized software and hardware, the construction of satellites and acquisitions of tax-effective investments for total cash consideration of $244.
Cash flows used in investing activities in the year ended December 31, 2024 were primarily due to spending for capitalized software and hardware, the construction of satellites and acquisitions of tax-effective investments for total cash consideration of $244.
Upon consummation of the Merger, each share of common stock of Old Sirius, par value $0.001 per share, issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by New Sirius and its subsidiaries) was converted into one-tenth (0.1) of a share of SplitCo common stock, with cash being paid to entitled record holders of Old Sirius common stock in lieu of any fractional shares of common stock of SplitCo.
Upon consummation of the Merger, each share of common stock of Old Sirius, par value $0.001 per share, issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by SplitCo and its subsidiaries) was converted into one-tenth (0.1) of a share of SplitCo common stock, with cash being paid to entitled record holders of Old Sirius common stock in lieu of any fractional shares of common stock of SplitCo.
Additionally, assumptions related to guideline company financial multiples used in the market approach based on current market observations. • Indefinite-lived Assets: ASC 350-30-35, Intangibles - General Intangibles Other than Goodwill , provides for an option to first perform a qualitative assessment to determine whether it is more likely than not that an asset is impaired.
Additionally, assumptions related to guideline company financial multiples used in the market approach are based on current market observations. • Indefinite-lived Assets: ASC 350-30-35, Intangibles - General Intangibles Other than Goodwill , provides for an option to first perform a qualitative assessment to determine whether it is more likely than not that an asset is impaired.
Adjusted EBITDA is a Non-GAAP financial measure that excludes or adjusts for the impact of other expense (income), gain on extinguishment of debt, impairment, restructuring and other costs, Former Parent operating costs, other non-cash charges such as share-based payment expense, and legal settlements and reserves (if applicable).
Adjusted EBITDA is a Non-GAAP financial measure that excludes or adjusts for the impact of other expense (income), gain/loss on extinguishment of debt, impairment, restructuring and other costs, Former Parent operating costs, other non-cash charges such as share-based payment expense and legal settlements and reserves (if applicable).
Our non-financial instrument valuations are primarily comprised of our determination of the estimated fair value allocation of net tangible and identifiable intangible assets acquired in business combinations, our annual assessment of the recoverability of our goodwill and other nonamortizable intangibles, such as trademarks, and our evaluation of the recoverability of our other long-lived assets upon certain triggering events.
Our non-financial instrument valuations are primarily comprised of our determination of the estimated fair value allocation of net tangible and identifiable intangible assets acquired in business combinations, our annual assessment of the recoverability of our goodwill and other nonamortizable intangible assets, such as trademarks, and our evaluation of the recoverability of our other long-lived assets upon certain triggering events.
Other Income (Expense), Net primarily includes realized and unrealized gains and losses from our debt measured at fair value, bond hedges, Deferred Compensation Plan and other investments, intergroup interests, interest and dividend income, our share of the income or loss from equity investments, and transaction costs related to non-operating investments.
Other Income, Net primarily includes realized and unrealized gains and losses from our debt measured at fair value, bond hedges, our Deferred Compensation Plan and other investments, intergroup interests, interest and dividend income, our share of the income or loss from equity investments and transaction costs related to non-operating investments.
Please refer to the Glossary for a further discussion of such Non-GAAP financial and operating performance measures and reconciliations to the most directly comparable GAAP measure (where applicable). Subscribers and subscription related revenues and expenses associated with our connected vehicle services and Sirius XM Canada are not included in Sirius XM's subscriber count or subscriber-based operating metrics.
Please refer to the Glossary for a further discussion of such Non-GAAP financial and operating performance measures and reconciliations to the most directly comparable GAAP measure (where applicable). Subscribers and subscription related revenues and expenses associated with our connected vehicle services and Sirius XM Canada are not included in SiriusXM’s subscriber count or subscriber-based operating metrics.
The Split-Off was accomplished by Liberty Media redeeming each outstanding share of Liberty Media’s Series A, Series B and Series C Liberty SiriusXM common stock, par value $0.01 per share, in exchange for 0.8375 of a share of SplitCo common stock, par value $0.001 per share (the “Redemption”), with cash being paid to entitled record holders of Liberty SiriusXM common stock in lieu of any fractional shares of common stock of SplitCo.
The Split-Off was accomplished by Liberty Media redeeming each outstanding share of Liberty Media’s Series A, Series B and Series C Liberty SiriusXM common stock (“Liberty SiriusXM common stock”), par value $0.01 per share, in exchange for 0.8375 of a share of SplitCo common stock, par value $0.001 per share (the “Redemption”), with cash being paid to entitled record holders of Liberty SiriusXM common stock in lieu of any fractional shares of common stock of SplitCo.
Off-Balance Sheet Arrangements We do not have any significant off-balance sheet arrangements other than those disclosed in Note 16 to our audited consolidated financial statements included in this Annual Report on Form 10-K that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Off-Balance Sheet Arrangements We do not have any significant off-balance sheet arrangements other than those disclosed in Note 15 to our audited consolidated financial statements included in this Annual Report on Form 10-K that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Future Liquidity and Capital Resource Requirements Based upon our current business plans, we expect to fund operating expenses, capital expenditures, including the construction of replacement satellites, working capital requirements, interest payments, taxes and scheduled maturities of our debt with existing cash, cash flow from operations and borrowings under the Credit Facility, including the Incremental Term Loan.
Future Liquidity and Capital Resource Requirements Based upon our current business plans, we expect to fund operating expenses, capital expenditures, including the construction of replacement satellites, working capital requirements, interest payments, taxes and scheduled maturities of our debt with existing cash, cash flow from operations and borrowings under the Credit Facility, including the Delayed Draw Incremental Term Loan.
Certain users that are party to a customer agreement with Sirius XM or Pandora and have paid or agreed to pay a small promotional price for a trial subscription are not counted as self-pay subscribers because the promotional price is considered to be de minimis and, in management's view, the payment is not indicative of the user's intent to subscribe to the service in the near-term.
Certain users that are party to a customer agreement with SiriusXM or Pandora and have paid or agreed to pay a small promotional price for a trial subscription are not counted as self-pay subscribers because the promotional price is considered to be de minimis and, in management's view, the payment is not indicative of the user’s intent to subscribe to the service in the near-term.
RPM - is calculated by dividing advertising revenue, excluding AdsWizz and other off-platform revenue, by the number of thousands of listener hours on our Pandora advertising-based service. 64 Table of Contents
RPM - is calculated by dividing advertising revenue, excluding AdsWizz and other off-platform revenue, by the number of thousands of listener hours on our Pandora advertising-based service. 61 Table of Contents
We believe that we have sufficient cash and cash equivalents, as well as debt capacity, to cover our estimated short and long-term funding needs, including amounts to construct, launch and insure replacement satellites, as well as fund future stock repurchases and dividend payments and to pursue strategic opportunities.
We believe that we have sufficient cash and cash equivalents, as well as debt capacity, to cover our estimated short and long-term funding needs, including upcoming maturities of debt, amounts to construct, launch and insure replacement satellites, as well as fund future stock repurchases and dividend payments and to pursue strategic opportunities.
The information contained in this Annual Report on Form 10-K represents a combination of the historical information of SplitCo (now renamed Sirius XM Holdings Inc.) prior to the Merger Effective Time and Old Sirius. 46 Table of Contents Results of Operations - December 31, 2024 and 2023 Set forth below are our results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023.
The information contained in this Annual Report on Form 10-K represents a combination of the historical information of SplitCo (now renamed Sirius XM Holdings Inc.) prior to the Merger Effective Time and Old Sirius. 44 Table of Contents Results of Operations - December 31, 2025 and 2024 Set forth below are our results of operations for the year ended December 31, 2025 compared with the year ended December 31, 2024.
We monitor the operating condition of our in-orbit satellites and if events or circumstances indicate that the depreciable lives of our in-orbit satellites have changed, we will modify the depreciable life accordingly. If we were to revise our estimates, our depreciation expense would change. Income Taxes.
We monitor the operating condition of our in-orbit satellites and if events or 57 Table of Contents circumstances indicate that the depreciable lives of our in-orbit satellites have changed, we will modify the depreciable life accordingly. If we were to revise our estimates, our depreciation expense would change. Income Taxes.
Liquidity and Capital Resources The following table presents a summary of our cash flow activity for the year ended December 31, 2024 compared with the year ended December 31, 2023.
Liquidity and Capital Resources The following table presents a summary of our cash flow activity for the year ended December 31, 2025 compared with the year ended December 31, 2024.
In addition, through AdsWizz Inc., Sirius XM provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.
In addition, through AdsWizz Inc., SiriusXM provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.
We may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates. We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation 58 Table of Contents techniques.
We may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates. We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques.
Our satellite system includes the costs of our satellite construction, launch vehicles, launch insurance, capitalized interest, spare satellites, terrestrial repeater network and satellite uplink facilities. We monitor our satellites for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset is not recoverable.
Useful Life of Broadcast/Transmission System. Our satellite system includes the costs of our satellite construction, launch vehicles, launch insurance, capitalized interest, spare satellites, terrestrial repeater network and satellite uplink facilities. We monitor our satellites for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset is not recoverable.
Under the updated guidance per Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment is eliminated.
Under the updated guidance per Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , the requirements for any reporting unit with a zero or negative carrying 56 Table of Contents amount to perform a qualitative assessment is eliminated.
Sirius XM Cost of Equipment includes costs from the sale of satellite radios, components and accessories and provisions for inventory allowance attributable to products purchased for resale in our direct to consumer distribution channels.
SiriusXM Cost of Equipment includes costs from the sale of satellite radios, components and accessories and provisions for inventory allowance attributable to products purchased for resale in our direct to consumer distribution channels.
W e have made, and expect to continue to make, certain tax-efficient equity investments in clean energy technologies, including industrial carbon capture and storage. These investments will produce tax credits and related tax losses.
W e have made, and expect to continue to make, certain tax-efficient equity investments in clean energy technologies, including industrial carbon capture and storage. These investments are expected to produce tax credits and related tax losses.
At the Merger Effective Time, Old Sirius was renamed “Sirius XM Inc.” and SplitCo was renamed “Sirius XM Holdings Inc.” In connection with the Transactions and by operation of Rule 12g-3(a) promulgated under the Exchange Act, SplitCo became the successor issuer to Old Sirius and succeeded to the attributes of Old Sirius as the registrant, including Old Sirius's Commission File Number and CIK number.
At the Merger Effective Time, Old Sirius was renamed “Sirius XM Inc.” and SplitCo was renamed “Sirius XM Holdings Inc.” In connection with the Transactions and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SplitCo became the successor issuer to Old Sirius and succeeded to the attributes of Old Sirius as the registrant, including Old Sirius's Commission File Number and CIK number.
Our largest source of cash provided by operating activities is cash generated by subscription and subscription-related revenues. We also generate cash from the sale of advertising through the Pandora and Off-platform business, advertising on certain non-music channels on Sirius XM and the sale of satellite radios, components and accessories.
Our largest source of cash provided by operating activities is cash generated by subscription and subscription-related revenues. We also generate cash from the sale of advertising through the Pandora and Off-platform business, advertising on certain non-music and select music channels on SiriusXM and the sale of satellite radios, components and accessories.
As of December 31, 2024, we had a valuation allowance of $93 relating to deferred tax assets that are not more likely than not to be realized due to the timing of certain state net operating loss limitations and acquired net operating losses that were not likely to be utilized.
As of December 31, 2025, we had a valuation allowance of $87 relating to deferred tax assets that are not more likely than not to be realized due to the timing of certain state net operating loss limitations and acquired net operating losses that were not likely to be utilized.
We believe free cash flow is an indicator of the long-term financial stability of our business. Free cash flow, which is reconciled to “Net cash provided by operating activities,” is a Non-GAAP financial measure.
We believe free cash flow is an indicator of the long-term financial stability of our business. Free cash flow, which is reconciled to “Net cash provided by operating activities”, is a Non-GAAP financial measure.
Impairment, Restructuring and Other Costs represents impairment charges, associated with the carrying amount of an asset exceeding the asset's fair value, restructuring expenses associated with the abandonment of certain leased office spaces as well as employee severance charges and other charges associated with organizational changes, and costs associated with the Transactions.
Impairment, Restructuring and Other Costs represents impairment charges associated with the carrying amount of an asset exceeding the asset's fair value, restructuring expenses associated with contract terminations, the abandonment of certain leased office spaces as well as employee severance charges and other charges associated with organizational changes in connection with the Transactions.
As of December 31, 2024, we were in compliance with such covenants. For a discussion of our “Debt Covenants,” refer to Note 13 to our audited consolidated financial statements included in this Annual Report on Form 10-K.
As of December 31, 2025, we were in compliance with such covenants. For a discussion of our “Debt Covenants,” refer to Note 12 to our audited consolidated financial statements included in this Annual Report on Form 10-K.
Contractual Cash Commitments For a discussion of our “Contractual Cash Commitments,” refer to Note 16 to our audited consolidated financial statements included in this Annual Report on Form 10-K. Related Party Transactions For a discussion of “Related Party Transactions,” refer to Note 12 to our audited consolidated financial statements included in this Annual Report on Form 10-K.
Contractual Cash Commitments For a discussion of our “Contractual Cash Commitments,” refer to Note 15 to our audited consolidated financial statements included in this Annual Report on Form 10-K. Related Party Transactions For a discussion of “Related Party Transactions,” refer to Note 11 to our audited consolidated financial statements included in this Annual Report on Form 10-K.
Subscribers to the Cloud Cover music programming service are now included in Pandora's subscriber count. 53 Table of Contents Set forth below are our subscriber balances as of December 31, 2024 compared to December 31, 2023.
Subscribers to the Cloud Cover music programming service are now included in Pandora's subscriber count. 51 Table of Contents Set forth below are our subscriber balances as of December 31, 2025 compared to December 31, 2024.
Average Self-pay Monthly Churn is derived by dividing the monthly average of self-pay deactivations for the period by the average number of self-pay subscribers for the period. (See accompanying Glossary for more details.) For each of the years ended December 31, 2024 and 2023, our average self-pay monthly churn rate was 1.6%.
Average Self-pay Monthly Churn is derived by dividing the monthly average of self-pay deactivations for the period by the average number of self-pay subscribers for the period. (See accompanying Glossary for more details.) For the years ended December 31, 2025 and 2024, our average self-pay monthly churn rate was 1.5% and 1.6%, respectively.
Sirius XM has an arrangement with SoundCloud Holdings, LLC ( “ SoundCloud ” ) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. It also has arrangements to serve as the ad sales representative for certain podcasts.
SiriusXM has an arrangement with SoundCloud Holdings, LLC ( “ SoundCloud ” ) to be its exclusive ad sales representative in the U.S. and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. It also has arrangements to serve as the ad sales representative for certain podcasts.
Cash flows used in investing activities in the year ended December 31, 2023 were primarily due to spending for capitalized software and hardware, the construction of satellites and acquisitions of tax-effective equity investments for total cash consideration of $50.
Cash Flows Used in Investing Activities Cash flows used in investing activities in the year ended December 31, 2025 were primarily due to spending for capitalized software and hardware, the construction of satellites and acquisitions of tax-effective investments for total cash consideration of $106.
SAC, per installation, is calculated as follows: For the Years Ended December 31, 2024 2023 Subscriber acquisition costs, excluding connected vehicle services $ 369 $ 359 Less: margin from sales of radios and accessories, excluding connected vehicle services (172) (179) $ 197 $ 180 Installations (in thousands) 13,545 13,640 SAC, per installation (a) $ 14.55 $ 13.18 (a) Amounts may not recalculate due to rounding. 63 Table of Contents Ad supported listener hours - is based on the total bytes served over our Pandora advertising supported platforms for each track that is requested and served from our Pandora servers, as measured by our internal analytics systems, whether or not a listener listens to the entire track.
SAC, per installation, is calculated as follows: For the Years Ended December 31, 2025 2024 Subscriber acquisition costs, excluding connected vehicle services $ 414 $ 369 Less: margin from sales of radios and accessories, excluding connected vehicle services (169) (172) $ 245 $ 197 Installations (in thousands) 13,452 13,545 SAC, per installation (a) $ 18.21 $ 14.55 (a) Amounts may not recalculate due to rounding. 60 Table of Contents Ad supported listener hours - is based on the total bytes served over our Pandora advertising supported platforms for each track that is requested and served from our Pandora servers, as measured by our internal analytics systems, whether or not a listener listens to the entire track.
Long-term debt proceeds and repayments are reported gross within the statement of cash flows and primarily relate to the Margin Loan and the Credit Facility.
Long-term debt proceeds and repayments are reported gross within the statement of cash flows and primarily relate to the Delayed Draw Incremental Term Loan and the Credit Facility.
For the years ended December 31, 2024 and 2023, other income (expense), net was $136 and $(64), respectively. During the twelve months ended December 31, 2024, we recorded unrealized gains on debt measured at fair value, earnings on unconsolidated entity investments, and trading gains associated with the investments held for our Deferred Compensation Plan.
For the years ended December 31, 2025 and 2024, other income, net was $44 and $136, respectively. During the year ended December 31, 2025, we recorded unrealized gains on debt measured at fair value, trading gains associated with the investments held for our Deferred Compensation Plan and earnings on unconsolidated entity investments.
(See the accompanying Glossary for a reconciliation to GAAP and for more details.) For the years ended December 31, 2024 and 2023, adjusted EBITDA was $2,732 and $2,790, respectively, a decrease of 2%, or $58.
(See the accompanying Glossary for a reconciliation to GAAP and for more details.) For the years ended December 31, 2025 and 2024, adjusted EBITDA was $2,665 and $2,732, respectively, a decrease of 2%, or $67.
The reconciliation of net (loss) income to the adjusted EBITDA is calculated as follows: For the Years Ended December 31, 2024 2023 Net (loss) income: $ (2,075) $ 988 Add back items excluded from Adjusted EBITDA: Legal settlements and reserves 3 31 Former Parent operating costs 15 32 Impairment, restructuring and other costs 3,453 92 Share-based payment expense (1) 200 203 Depreciation and amortization 578 624 Interest expense 496 534 Gain on extinguishment of debt (12) — Other (income) expense, net (136) 64 Income tax expense 210 222 Adjusted EBITDA $ 2,732 $ 2,790 (1) Allocation of share-based payment expense: For the Years Ended December 31, 2024 2023 Programming and content $ 36 $ 34 Customer service and billing 5 5 Transmission 5 6 Sales and marketing 45 45 Product and technology 44 46 General and administrative 65 67 Total share-based payment expense $ 200 $ 203 62 Table of Contents Free cash flow - is derived from cash flow provided by operating activities, net of additions to property and equipment and purchases of other investments.
The reconciliation of net income (loss) to adjusted EBITDA is calculated as follows: For the Years Ended December 31, 2025 2024 Net income (loss): $ 805 $ (2,075) Add back items excluded from Adjusted EBITDA: Legal settlements and reserves 30 3 Former Parent operating costs — 15 Impairment, restructuring and other costs 436 3,453 Share-based payment expense (1) 181 200 Depreciation and amortization 547 578 Interest expense 459 496 Gain on extinguishment of debt — (12) Other income, net (44) (136) Income tax expense 251 210 Adjusted EBITDA $ 2,665 $ 2,732 (1) Allocation of share-based payment expense: For the Years Ended December 31, 2025 2024 Programming and content $ 37 $ 36 Customer service and billing 5 5 Transmission 6 5 Sales and marketing 46 45 Product and technology 34 44 General and administrative 53 65 Total share-based payment expense $ 181 $ 200 59 Table of Contents Free cash flow - is derived from cash flow provided by operating activities, net of additions to property and equipment and purchases of other investments.
Fair value was determined using a combination of an income approach, using a discounted cash flow (“DCF”) model, and a market approach, employing a guideline public company approach.
Fair value of our Pandora and Off-platform reporting unit was determined using a combination of an income approach, using a discounted cash flow (“DCF”) model, and a market approach, employing a guideline public company approach.
For the years ended December 31, 2024 and 2023, customer service and billing expenses were $79 and $83, respectively, a decrease of 5%, or $4, and decreased as a percentage of total Pandora and Off-platform revenue. The decrease was driven by lower bad debt expenses. We expect our Pandora and Off-platform customer service and billing costs to remain relatively flat.
For the years ended December 31, 2025 and 2024, customer service and billing expenses were $74 and $79, respectively, a decrease of 6%, or $5, and decreased as a percentage of total Pandora and Off-platform revenue. The decrease was primarily driven by lower transaction fees. We expect our Pandora and Off-platform customer service and billing costs to remain relatively flat.
The decrease was driven by declines in subscriber revenue, partially offset by lower costs of services, personnel-related costs, sales and marketing and general and administrative expenses. Free Cash Flow includes cash provided by operations, net of additions to property and equipment, and restricted and other investment activity.
The decrease was driven by declines in subscriber revenue as well as increases in general and administrative expenses and subscriber acquisition costs; partially offset by lower sales and marketing, product and technology, and transmission expenses. Free Cash Flow includes cash provided by operations, net of additions to property and equipment, and restricted and other investment activity.
Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including in accelerated stock repurchase transactions, or otherwise.
The board of directors did not establish an end date for this stock repurchase program. Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including in accelerated stock repurchase transactions, or otherwise.
Adjusted EBITDA excludes the impact of other expense (income), loss on extinguishment of debt, impairment, restructuring and other costs, Former Parent operating costs, other non-cash charges such as share-based payment expense, and legal settlements and reserves (if applicable).
EBITDA is defined as net income (loss) before interest expense, income tax expense and depreciation and amortization. Adjusted EBITDA excludes the impact of other expense (income), loss on extinguishment of debt, 53 Table of Contents impairment, restructuring and other costs, Former Parent operating costs, other non-cash charges such as share-based payment expense, and legal settlements and reserves (if applicable).
Cash flows used in financing activities in the year ended December 31, 2024 were primarily due to the repayment of $3,914 of debt, partially offset by proceeds from debt borrowings of $3,205. The remaining cash flows used in financing activities related to taxes paid from net share settlements for stock-based compensation and dividends paid.
Cash flows used in financing activities in the year ended December 31, 2024 were primarily due to the repayment of $3,914 of debt, the payment of cash dividends of $143 and the payment of $44 for taxes in lieu of shares issued for share-based compensation, partially offset by proceeds from debt borrowings of $3,205.
ARPU is derived from total earned Sirius XM subscriber revenue (excluding revenue derived from our connected vehicle services) and net advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period.
The decrease was driven by lower vehicle and non-pay churn. ARPU is derived from total earned SiriusXM subscriber revenue (excluding revenue derived from our connected vehicle services) and net advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period.
As of December 31, 2024, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 301 thousand shares for $7, and $1,160 remained available for additional repurchases under our existing stock repurchase program authorization.
As of December 31, 2025, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 6,538 thousand shares for $143, and $1,024 remained available for additional repurchases under our existing stock repurchase program authorization.
As of December 31, 2024, the gross liability for income taxes associated with uncertain tax positions was $201. 60 Table of Contents Glossary Self-pay subscriber - A self-pay subscriber is a user that, as of the date of determination, was party to a customer agreement with SiriusXM or Pandora, and (i) has paid or agreed to pay a subscription fee, including at a promotional price, or (ii) the subscription fee has been paid by an automaker for a period of three years or greater.
Glossary Self-pay subscriber - a self-pay subscriber is a user that, as of the date of determination, was party to a customer agreement with SiriusXM or Pandora, and (i) has paid or agreed to pay a subscription fee, including at a promotional price, or (ii) the subscription fee has been paid by an automaker for a period of three years or greater.
At December 31, 2024, Pandora had approximately 43,344 monthly active users, a decrease of 2,682 monthly active users, or 6%, from the 46,026 monthly active users as of December 31, 2023. The decrease in monthly active users was driven by higher churn and a decline in the number of new users. Subscribers.
At December 31, 2025, Pandora had approximately 41,112 monthly active users, a decrease of 2,232 monthly active users, or 5%, from the 43,344 monthly active users as of December 31, 2024. The decrease in monthly active users was driven by churn and a decline in the number of new users. Subscribers.
These services are designed to enhance the safety, security and driving experience of consumers. We also offers a suite of data services that includes graphical weather and fuel prices, a traffic information service, and real-time weather services in boats and airplanes. Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc.
These services are designed to enhance the safety, security and driving experience of consumers. We also offer a suite of data services that includes graphical weather and fuel prices, a traffic information service and real-time weather services in boats and airplanes.
We expect our Pandora and Off-platform programming and content costs to remain relatively flat as increased podcast and event production costs are offset by lower personnel-related expenses. Pandora and Off-platform Customer Service and Billing includes transaction fees on subscription purchases through mobile app stores and bad debt expense.
We expect our Pandora and Off-platform programming and content costs to remain relatively flat. Pandora and Off-platform Customer Service and Billing includes transaction fees on subscription purchases through mobile app stores and bad debt expense.
During the twelve months ended December 31, 2024, we recorded impairment charges of $3,355 primarily related to an impairment of Goodwill and equity method investments, costs associated with the Transactions of $71, and a charge of $27 associated with severance and other restructuring costs.
During the year ended December 31, 2024, we recorded impairment charges of $3,355 primarily related to impairments of Goodwill and equity method investments, Transactions related costs of $71, and a charge of $27 associated with severance and other restructuring costs. Other (Expense) Income Interest Expense represents the cost of interest on outstanding debt.
We anticipate product and technology expenses to decline as we optimize our technology spend. General and Administrative primarily consists of compensation and related costs for personnel and facilities, and includes costs related to our finance, legal, human resources and information technology departments.
The decrease was primarily driven by lower personnel-related and hosting costs. We anticipate product and technology expenses will remain relatively flat as we optimize our technology spend. General and Administrative primarily consists of compensation and related costs for personnel and facilities, and includes costs related to our finance, legal, human resources and information technology departments.
(See the accompanying Glossary for more details.) For the years ended December 31, 2024 and 2023, ARPU was $15.21 and $15.56, respectively. The decrease was driven by an increase in self-pay subscribers on promotional and streaming-only self-pay subscription plans, partially offset by rate increases on certain self-pay subscription plans during 2023 which had a full-year impact in the current year.
(See the accompanying Glossary for more details.) For the years ended December 31, 2025 and 2024, ARPU was $15.11 and $15.21, respectively. The decrease was driven by an increase in self-pay subscribers on promotional plans, partially offset by rate increases on certain self-pay plans.
These include hardware subsidies paid to radio manufacturers, distributors and automakers; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations; and freight. The majority of subscriber acquisition costs are incurred and expensed in advance of acquiring a subscriber.
Operating Costs Subscriber Acquisition Costs are costs associated with our satellite radio service. These include hardware subsidies paid to radio manufacturers, distributors and automakers; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations and freight.
Executive Summary Liberty Media Transactions Sirius XM Holdings Inc., the reporting company under this Annual Report on Form 10-K, is the product of a series of transactions that closed on Monday, September 9, 2024.
Executive Summary Liberty Media Transactions Sirius XM Holdings Inc., the reporting company under this Annual Report on Form 10-K, is the product of a series of transactions that closed on Monday, September 9, 2024. Any references to the “Company,” “we,” “us,” or “ours” refers to Sirius XM Holdings Inc. and its consolidated subsidiaries following the Transactions.
Debt Covenants The indentures governing Sirius XM's senior notes and the agreements governing the Sirius XM Credit Facility include restrictive covenants. The indentures governing the senior notes also contain covenants that, among other things, limit Sirius XM’s ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate.
The indentures governing the senior notes also contain covenants that, among other things, limit Sirius XM’s ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate or transfer, lease, assign or otherwise dispose of all or substantially all of Sirius XM Radio LLC’s assets.
We expect to place this satellite into service in the first quarter of 2025. We have entered into agreements for the design, construction and launch of three additional satellites, SXM-10, SXM-11 and SXM-12. Our satellites have been designed to last fifteen years. Our in-orbit satellites may experience component failures which could adversely affect their useful lives.
We have entered into agreements for the design, construction and launch of two additional satellites, SXM-11 and SXM-12, which are expected to replace our XM-5 and Sirius FM-5 satellites. Our satellites have been designed to last fifteen years. Our in-orbit satellites may experience component failures which could adversely affect their useful lives.
The effective tax rate for the year ended December 31, 2023 was primarily driven by federal and state income tax expense, partially offset by the benefits related to research and development and certain other credits, as well as a release in state valuation allowance. 52 Table of Contents Key Financial and Operating Performance Metrics In this section, we present certain financial performance measures, some of which are presented as Non-GAAP items, which include free cash flow and adjusted EBITDA.
Our effective tax rate of (11.3)% for the year 49 Table of Contents ended December 31, 2024, was primarily driven by federal and state income tax expense, offset by the nondeductible impairment of goodwill. 50 Table of Contents Key Financial and Operating Performance Metrics In this section, we present certain financial performance measures, some of which are presented as Non-GAAP items, which include free cash flow and adjusted EBITDA.
As of December 31, 2024, $1,750 was available for future borrowing under the Credit Facility and zero was available under the Incremental Term Loan.
As of December 31, 2025, $1,980 was available for future borrowing under the Credit Facility and no amount was available under the Delayed Draw Incremental Term Loan.
We expect our Sirius XM customer service and billing expenses to increase as a result of higher subscriber management system transition costs, partially offset by a reduction in call center and personnel-related costs.
We expect our SiriusXM customer service and billing expenses to decrease as a result of reductions in call center and personnel-related costs, partially offset by higher costs associated with subscriber management systems and transaction costs.
We expect equipment revenue to remain flat as higher costs associated with the transition to our next generation chipset are projected to offset the benefits of increased production. Sirius XM Other Revenue includes service and advisory revenue from Sirius XM Canada, revenue from our connected vehicle services, and ancillary revenues.
We expect equipment revenue to decline due to higher costs associated with the transition to our next generation chipset. SiriusXM Other Revenue includes service fee revenue from Sirius XM Canada, revenue from our connected vehicle services and ancillary revenues.
We expect our Sirius XM programming and content expenses to remain relatively flat. Sirius XM Customer Service and Billing includes costs related to the operation and management of internal and third-party customer service centers, our subscriber management systems, billing and collection processes, bad debt expense, and transaction fees.
The increase was driven by higher personnel-related costs. We expect our SiriusXM programming and content expenses to decline due to lower costs to obtain certain content. SiriusXM Customer Service and Billing includes costs related to the operation and management of internal and third-party customer service centers, our subscriber management systems, billing and collection processes, bad debt expense, and transaction fees.
For the Years Ended December 31, (in millions) 2024 2023 2024 vs 2023 Net cash provided by operating activities $ 1,741 $ 1,829 $ (88) Net cash used in investing activities (970) (696) (274) Net cash used in financing activities (916) (1,188) 272 Net decrease in cash, cash equivalents and restricted cash (145) (55) (90) Cash, cash equivalents and restricted cash at beginning of period 315 370 (55) Cash, cash equivalents and restricted cash at end of period $ 170 $ 315 $ (145) Cash Flows Provided by Operating Activities Cash flows provided by operating activities decreased by $88 to $1,741 for the year ended December 31, 2024 from $1,829 for the year ended December 31, 2023.
For the Years Ended December 31, (in millions) 2025 2024 2025 vs 2024 Net cash provided by operating activities $ 1,898 $ 1,741 $ 157 Net cash used in investing activities (747) (970) 223 Net cash used in financing activities (1,219) (916) (303) Net decrease in cash, cash equivalents and restricted cash (68) (145) 77 Cash, cash equivalents and restricted cash at beginning of period 170 315 (145) Cash, cash equivalents and restricted cash at end of period $ 102 $ 170 $ (68) Cash Flows Provided by Operating Activities Cash flows provided by operating activities increased by $157 to $1,898 for the year ended December 31, 2025 from $1,741 for the year ended December 31, 2024.
(See the accompanying Glossary for more details.) For the years ended December 31, 2024 and 2023, SAC, per installation, was $14.55 and $13.18, respectively. The increase was driven by a transition to higher cost chipsets, partially offset by a change in the mix of automakers including satellite radios in their vehicles. Pandora and Off-platform Monthly Active Users.
(See the accompanying Glossary for more details.) For the years ended December 31, 2025 and 2024, SAC, per installation, was $18.21 and $14.55, respectively. The increase was driven by a transition to higher cost chipsets as well as contractual changes with certain automakers. Pandora and Off-platform Monthly Active Users.
(See the accompanying Glossary for a reconciliation to GAAP and for more details.) For the years ended December 31, 2024 and 2023, free cash flow was $1,015 and $1,182, respectively, a decrease of 14%, or $167. The decrease was primarily driven by costs related to the Transactions, higher capital expenditures and cash taxes paid.
(See the accompanying Glossary for a reconciliation to GAAP and for more details.) For the years ended December 31, 2025 and 2024, free cash flow was $1,256 and $1,015, respectively, an increase of 24%, or $241. The increase was driven by the elimination of Liberty transaction costs, lower cash taxes paid and lower capital expenditures.
Other (Expense) Income Interest Expense represents the cost of interest on outstanding debt. For the years ended December 31, 2024 and 2023, interest expense was $496 and $534, respectively. The decrease was driven by a lower average outstanding debt balance and increased capitalized interest.
For the years ended December 31, 2025 and 2024, interest expense was $459 and $496, respectively. The decrease was primarily driven by a lower average outstanding debt balance.
The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows, adjusted as necessary for market factors. 59 Table of Contents Useful Life of Broadcast/Transmission System.
If the carrying value exceeds the future undiscounted cash flows, the carrying value of the asset is reduced to its fair value. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows, adjusted as necessary for market factors.
For the years ended December 31, 2024 and 2023, general and administrative expenses were $497 and $608, respectively, a decrease of 18%, or $111, and decreased as a percentage of total revenue.
For the years ended December 31, 2025 and 2024, general and administrative expenses were $549 and $497, respectively, an increase of 10%, or $52, and increased as a percentage of total revenue.
Refer to Amendment No. 1 to our Registration Statement on Form S-4 filed with the SEC on March 20, 2024 for our Non-GAAP financial and operating performance measures for the year ended December 31, 2023 compared with the year ended December 31, 2022.
Refer to our Form 10-K for the year ended December 31, 2024 filed with the SEC on January 30, 2025 for our Non-GAAP financial and operating performance measures for the year ended December 31, 2024 compared with the year ended December 31, 2023.
We expect our Pandora and Off-platform revenue share and royalties to increase with the growth in our podcast revenue and higher royalty rates, including as a result of increases in the Consumer Price Index. Pandora and Off-platform Programming and Content includes costs to produce owned and operated podcasts, live listener events and promote content.
The increase was driven by podcast revenue share, partially offset by a decline in the subscriber base. We expect our Pandora and Off-platform revenue share and royalties to increase with the growth in our podcast revenue. Pandora and Off-platform Programming and Content includes costs to produce owned and operated podcasts, live listener events and promote content.
For the years ended December 31, 2024 and 2023, Pandora and Off-platform advertising revenue was $1,606 and $1,589, respectively, an increase of 1%, or $17. The growth was primarily driven by higher podcasting revenue and increased technology fees, partially offset by reduced streaming demand due to increased competition.
For the years ended December 31, 2025 and 2024, Pandora and Off-platform advertising revenue was $1,615 and $1,606, respectively, an increase of 1%, or $9. The increase was driven by revenue generated from podcasts, programmatic and higher technology fees; partially offset by reduced advertiser demand in streaming music.
For the years ended December 31, 2024 and 2023, other revenue was $128 and $136, respectively, a decrease of 6%, or $8. The decrease was driven by lower royalty revenue from Sirius XM Canada. We expect other revenue to remain relatively flat. Pandora and Off-platform Revenue Pandora and Off-platform Subscriber Revenue includes fees charged for Pandora Plus and Pandora Premium.
For the years ended December 31, 2025 and 2024, other revenue was $122 and $128, respectively, a decrease of 5%, or $6. The decrease was driven by lower revenue from our connected vehicle services as well as lower royalty revenue from Sirius XM Canada. We expect other revenue to remain relatively flat.
SiriusXM Our SiriusXM business features a wide range of content, including, music, sports, entertainment, comedy, talk and news channels, podcasts and infotainment services, all available in the United States on a subscription fee basis. SiriusXM's content bundles include live, curated and certain exclusive and on demand programming.
SiriusXM Our SiriusXM business features a wide range of content, including, music, sports, entertainment, comedy, talk and news channels, podcasts and infotainment services, all available in the United States on a subscription fee basis. SiriusXM holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. ( “ Sirius XM Canada ” ).
The payments on these equity investments will be classified as investing activities from a cash flow perspective, while the tax credits and losses will benefit our federal cash taxes in operating activities.
The payments on these equity investments will be classified as investing activities from a cash flow perspective, while the tax credits and losses will benefit our federal cash taxes in operating activities. Stock Repurchase Program Following the closing of the Transactions, on September 9, 2024, our board of directors authorized for repurchase an aggregate of $1,166 of our common stock.
To become a registered user on the Pandora services, a person must sign-up using an email address or access our service using a device with a unique identifier, which we use to create an account for our service.
To become a registered user on the Pandora services, a person must sign-up using an email address or access our service using a device with a unique identifier, which we use to create an account for our service. 58 Table of Contents Average self-pay monthly churn - for in-car and retail radio subscriptions, the SiriusXM monthly average of self-pay deactivations for the period divided by the average number of self-pay subscribers for the period.
As of December 31, 2024, Pandora had approximately 43.3 million monthly active users and 5.8 million subscribers. The majority of revenue from Pandora is generated from advertising on Pandora's ad-supported radio service. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.
The Pandora service is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). The majority of revenue from Pandora is generated from advertising on Pandora's ad-supported radio service. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.
Our XM-3 satellite was launched in 2005 and is used as an in-orbit spare and reached the end of its depreciable life in 2020. Our XM-5 satellite was launched in 2010 and is expected to reach the end of its depreciable life in 2025.
Our XM-5 satellite was launched in 2010 and reached the end of its depreciable life in 2025. Our SXM-8 satellite was launched in 2021 and is expected to reach the end of its depreciable life in 2036. Our SXM-8 satellite replaced our XM-3 satellite which was successfully deorbited in November 2025.
We also believe the exclusion of the legal settlements and reserves, impairment, restructuring and other costs, to the extent they occur during the period, is useful as they are significant expenses not incurred as part of our normal operations for the period. 61 Table of Contents Adjusted EBITDA has certain limitations in that it does not take into account the impact to our consolidated statements of comprehensive income of certain expenses, including share-based payment expense.
We also believe the exclusion of the legal settlements and reserves, impairment, restructuring and other costs, to the extent they occur during the period, is useful as they are significant expenses not incurred as part of our normal operations for the period.
For the years ended December 31, 2024 and 2023, programming and content expenses were $61 and $69, respectively, a decrease of 12%, or $8, and decreased as a percentage of total Pandora and Off-platform revenue. The decrease was primarily attributable to lower personnel-related costs, license fees, and event costs.
For each of the years ended December 31, 2025 and 2024, programming and content expenses were $64 and $61, respectively, an increase of 5%, or $3, and increased as a percentage of total Pandora and Off-platform revenue. The increase was primarily attributable to higher podcast programming costs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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The basic objectives of our investment policy are the preservation of capital, maintaining sufficient liquidity to meet operating requirements and maximizing yield. As of December 31, 2024, we also held the following investment: In connection with the recapitalization of Sirius XM Canada on May 25, 2017, we loaned Sirius XM Canada $130.8 million.
The basic objectives of our investment policy are the preservation of capital, maintaining sufficient liquidity to meet operating requirements and maximizing yield. As of December 31, 2025, we also held the following investment: In connection with the recapitalization of Sirius XM Canada on May 25, 2017, we loaned Sirius XM Canada $130.8 million.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK As of December 31, 2024, we did not hold or issue any derivatives. We hold investments in money market funds and certificates of deposit. These securities are consistent with the objectives contained within our investment policy.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK As of December 31, 2025, we did not hold or issue any derivatives. We hold investments in money market funds and certificates of deposit. These securities are consistent with the objectives contained within our investment policy.
The carrying value of the loan as of December 31, 2024 was $7.0 million and approximated its fair value. The loan is denominated in Canadian dollars and it is subject to changes in foreign currency. The loan is considered a long-term investment with any unrealized gains or losses reported within Accumulated other comprehensive (loss) income.
The carrying value of the loan as of December 31, 2025 was $8.0 million and approximated its fair value. The loan is denominated in Canadian dollars and it is subject to changes in foreign currency. The loan is considered a long-term investment with any unrealized gains or losses reported within Accumulated other comprehensive (loss) income.
Accordingly, as of December 31, 2024, based on the amount of variable rate debt outstanding and the then-current Term SOFR rate, a hypothetical 10% increase in interest rates would have increased annual interest expense by approximately $5 million and a hypothetical 10% decrease in interest rates would have decreased annual interest expense by approximately $5 million. ITEM 8.
Accordingly, as of December 31, 2025, based on the amount of variable rate debt outstanding and the then-current Term SOFR rate, a hypothetical 10% increase in interest rates would have increased annual interest expense by approximately $2 million and a hypothetical 10% decrease in interest rates would have decreased annual interest expense by approximately $2 million. ITEM 8.
Had the Canadian to U.S. dollar exchange rate been 10% lower as of December 31, 2024, the value of this loan would have been approximately $0.7 million lower.
Had the Canadian to U.S. dollar exchange rate been 10% lower as of December 31, 2025, the value of this loan would have been approximately $0.8 million lower.
As of December 31, 2024, we had $1,086 million principal amount of variable rate debt outstanding with a weighted average interest rate of 6.1% and $9,325 million principal amount of fixed rate debt with a weighted average interest rate of 4.3%.
As of December 31, 2025, we had $420 million principal amount of variable rate debt outstanding with a weighted average interest rate of 5.6% and $9,325 million principal amount of fixed rate debt with a weighted average interest rate of 4.3%.

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