Financial Analysis

"Commitments and Contingencies The following table summarizes our expected contractual cash commitments as of December 31, 2025: 2026 2027 2028 2029 2030 Thereafter Total Debt obligations $ 1,060 $ 1,845 $ 2,575 $ 1,250 $ 1,520 $ 1,500 $ 9,750 Cash interest payments 425 386 286 195 124 58 1,474 Satellite and transmission 123 53 1 1 1 2 181 Programming and content 382 274 173 9 838 Sales and marketing 60 32 4 3 99 Satellite incentive payments 3 3 3 2 2 9 22 Operating lease obligations 53 49 40 35 11 27 215 Royalties, minimum guarantees and other 583 433 361 198 76 1,651 Total (1) $ 2,689 $ 3,075 $ 3,443 $ 1,693 $ 1,734 $ 1,596 $ 14,230 (1) The table does not include our reserve for uncertain tax positions, which at December 31, 2025 totaled $83. Debt obligations. Debt obligations include principal payments on outstanding debt and finance lease obligations. Cash interest payments. Cash interest payments include interest due on outstanding debt and finance lease payments through maturity. Satellite and transmission. We have entered into agreements for the design, construction, launch and insurance of two additional satellites: SXM-11 and SXM-12. We have procured insurance for SXM-10, SXM-11 and SXM-12 to cover the risks associated with each satellite's launch and first year of in-orbit operation. We also have entered into agreements with third parties to operate and maintain satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater n …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Benefit Plans Included in the accompanying audited consolidated statements of operations are the following amounts of share-based compensation expense: For the Years Ended December 31, 2025 2024 2023 Cost of services: Programming and content $ 37 $ 36 $ 34 Customer service and billing 5 5 5 Transmission 6 5 6 Sales and marketing 46 45 45 Product and technology 34 44 46 General and administrative 53 65 67 $ 181 $ 200 $ 203 We account for equity instruments granted in accordance with ASC 718, Compensation - Stock Compensation . ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on fair value. We use the Black-Scholes-Merton option-pricing model to value stock option awards, and have elected to treat awards with graded vesting as a single award. Share-based compensation expense is recognized ratably over the requisite service period, which is generally the vesting period. We measure restricted stock unit awards using the fair market value of the restricted shares of common stock on the day the award is granted. We measure the value of restricted units that will vest depending a relative total stockholder return metric that is, the performance of our common stock as compared other companies included in the S&P 500 Index using a special option-based valuation method, known as a Monte Carlo simulation. Since the results of such awards depend on future results, which are not known on the grant date, the Monte Carlo simulati …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

Debt Our debt as of December 31, 2025 and December 31, 2024 consisted of the following: Principal Amount at Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable December 31, 2025 December 31, 2025 December 31, 2024 Sirius XM Holdings notes and loans: Sirius XM Holdings (b) March 2023 3.75% Convertible Senior Notes March 15, 2028 Semi-annually in arrears on March 15 and September 15 $ 575 $ 579 $ 594 Sirius XM Radio LLC notes and loans: Sirius XM (c) September 2024 Incremental Term Loan (the Delayed Draw Incremental Term Loan) September 9, 2027 variable fee paid quarterly 400 400 1,086 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the Credit Facility) August 31, 2030 variable fee paid quarterly 20 20 Sirius XM (c) August 2021 3.125% Senior Notes September 1, 2026 semi-annually on March 1 and September 1 1,000 999 996 Sirius XM (c) July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,500 1,497 1,495 Sirius XM (c) June 2021 4.00% Senior Notes July 15, 2028 semi-annually on January 15 and July 15 2,000 1,991 1,988 Sirius XM (c) June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,244 1,243 Sirius XM (c) June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500 1,492 1,490 Sirius XM (c) August 2021 3.875% Senior Notes September 1, 2031 semi-annually on March 1 and September 1 1,500 1,490 1,488 Sirius XM Various Finance leases Various …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of December 31, 2025 and December 31, 2024, the carrying amounts of cash and cash equivalents, receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. Due to the variable rate nature of the Credit Facility (including the Delayed Draw Incremental Term Loan), each as defined in Note 12, we believe that the carrying amount approximated fair value at December 31, 2025 and December 31, 2024. Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures , establishes a fair value hierarchy for input into valuation techniques as follows: i. Level 1 input: unadjusted quoted prices in active markets for identical instrument; ii. Level 2 input: observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and iii. Level 3 input: unobservable inputs developed using management's assumptions about the inputs used for pricing the asset or liability. Our assets and liabilities measured at fair value were as follows: December 31, 2025 December 31, 2024 Level 1 Level 2 Level 3 Total F …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes Current federal income tax expense or benefit represents the amounts expected to be reported on our income tax return, and deferred income tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted income tax rates that will be in effect when these differences reverse. The current state income tax provision is primarily related to taxable income in certain states that have suspended or limited the ability to use net operating loss carryforwards or where net operating losses have been fully utilized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities. We have historically filed a consolidated federal income tax return for all of our wholly owned subsidiaries, including Sirius XM and Pandora. On February 1, 2021, we entered into a tax sharing agreement with Liberty Media governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement contained provisions that we believed were customary for tax sharing agreements between members of a consolidated group. On November 3, 2021, Liberty Media informed us that it beneficially owned over 80% of the outstanding shares of our common stock, as a result of this, we were included …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 17 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date. During the years ended December 31, 2025, 2024 and 2023, we ceased using certain leased locations and recorded an impairment charge of $3, $8 and $12, respectively, to write down the carrying value of the right-of-use assets for these locations to their estimated fair values. Refer to Note 4 for additional information. The components of lease expense were as follows: For the Years Ended December 31, 2025 2024 Operating lease cost $ 56 $ 61 Finance lease cost 6 6 Sublease income (3) (3) Total lease cost $ 59 $ 64 Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 68 $ 62 Financing cash flows from finance leases $ 6 $ 5 Right-of-use assets obtained …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements Accounting Standard Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures . In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the effect of adopting this new accounting guidance. ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments . In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. We do not expect this update to have a material effect on our consolidated financial statements. Recently Adopted Accounting Policies ASU 2023-09, Improvements to Income Ta …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related Party Transactions In the normal course of business, we enter into transactions with our equity method investments (tax equity investments, Sirius XM Canada and SoundCloud) which are considered related party transactions. Our Former Parent was a related party prior to 2025. Tax Equity Investments We made tax-efficient investments of $106, $244 and $50 during the years ended December 31, 2025, 2024 and 2023, respectively, in clean energy technology projects. Effective January 1, 2024, we adopted ASU 2023-02 using the modified retrospective approach and now account for these investments under the proportional amortization method. As of December 31, 2025, the unamortized investment balance of these investments totaled $769 and was reported within Equity method investments in our audited consolidated balance sheets. Under the proportional amortization method, the investment balance is amortized over the term of the investments in proportion to the current period income tax benefits relative to the total expected income tax benefits. Additionally, we recorded liabilities of $648 related to future contractual and contingent payments which we determined to be probable. Of this amount, $111 is presented in Related party current liabilities with the balance included in Other long-term liabilities in our audited consolidated balance sheets. Sirius XM Canada SiriusXM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately held corporation. We own 591 …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Impairment, Restructuring and Other Costs During the year ended December 31, 2025, impairment, restructuring and other costs were $436 which consisted of $296 associated with restructuring charges, $109 associated with impairments related to terminated software projects, severance and other employee costs of $23 and costs associated with the Transactions of $8. The restructuring and related impairment charges were recorded to Impairment, restructuring and other costs in our audited consolidated statements of operations. During the year ended December 31, 2024, impairment, restructuring and other costs were $3,453 which consisted of impairment charges of $3,355, primarily related to impairment of SiriusXM Goodwill and equity method investments, costs associated with the Transactions of $71, and a charge of $27 associated with severance and other restructuring costs. The restructuring and related impairment charges were recorded to Impairment, restructuring and other costs in our audited consolidated statements of operations. During the year ended December 31, 2023, impairment, restructuring and other costs were $92 which consisted of a charge of $34 primarily related to severance and other related costs, costs associated with the Transactions of $26, impairments primarily related to terminated software projects of $15, vacated office space impairments of $12, accrued expenses of $3 for which we will not recognize any future economic benefit, and a cost-method investment impair …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

"Segments and Geographic Information In accordance with FASB ASC Topic 280, Segment Reporting , we disaggregate our operations into two reportable segments: SiriusXM and Pandora and Off-platform. The financial results of these segments are utilized by the chief operating decision maker, who is our Chief Executive Officer, for evaluating segment performance and allocating resources. We report our segment information based on the ""management"" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. For additional information on our segments refer to Note 1. Segment results include the revenues and cost of services which are directly attributable to each segment. There are no indirect revenues or costs incurred that are allocated to the segments. There are planned intersegment advertising campaigns which will be eliminated. We had $5, $4 and less than $3 of intersegment advertising revenue during the years ended December 31, 2025, 2024 and 2023, respectively. Segment revenue and gross profit were as follows during the periods presented: For the Year Ended December 31, 2025 SiriusXM Pandora and Off-platform Total Revenue Subscriber revenue $ 5,960 $ 526 $ 6,486 Advertising revenue 157 1,615 1,772 Other revenue 300 300 Total revenue 6,417 2,141 8,558 Cost of services Revenue share and royalties $ (1,542) $ (1,308) $ (2,850) Programming and content (a) (521) (61) …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies In addition to the significant accounting policies discussed in this Note 2, the following table includes our significant accounting policies that are described in other notes to our consolidated financial statements, including the number and page of the note: Significant Accounting Policy Note # Page # Fair Value Measurements 4 F- 18 Goodwill 7 F- 21 Intangible Assets 8 F- 22 Property and Equipment 9 F- 23 Equity Method Investments 11 F- 26 Share-Based Compensation 14 F- 33 Legal Reserves 15 F- 36 Income Taxes 16 F- 39 Cash and Cash Equivalents Our cash and cash equivalents consist of cash on hand, money market funds, certificates of deposit, in-transit credit card receipts and highly liquid investments purchased with an original maturity of three months or less. Revenue Recognition Revenue is measured according to Accounting Standards Codification (ASC) 606, Revenue - Revenue from Contracts with Customers , and is recognized based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer. We report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our consolidated statements of operations. Colle …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"Equity Common Stock, par value $0.001 per share We are authorized to issue up to 900 shares of common stock. There were 335 and 339 shares of common stock issued and outstanding at December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, there were 31 shares of common stock reserved for issuance in connection with outstanding stock-based awards to members of our board of directors, employees and third parties. Transactions with Former Parent, net An intergroup interest represents a quasi-equity interest which is not represented by outstanding shares of common stock; rather, one of the Former Parents tracking stock groups has an attributed interest in another of the Former Parents tracking stock groups, which is generally stated in terms of a number of shares of such tracking stock. Through prior year transactions with the Former Parent, intergroup interests in other tracking stock groups were established. As of December 31, 2021, approximately 5.3 notional shares represented an 2.2% intergroup interest in the Formula One Group held by the Liberty SiriusXM Group and approximately 2.3 notional shares represented a 3.7%% intergroup interest in the Braves Group held by the Liberty SiriusXM Group. Liberty Media assumed that the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Formula One Group would be comprised of Series A Liberty Formula One common stock and the notional shares (if and when issued) related to the …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events Capital Return Program On January 29, 2026, our board of directors declared a quarterly dividend on our common stock in the amount of $0.27 per share of common stock payable on February 27, 2026 to stockholders of record as of the close of business on February 11, 2026. For the period from January 1, 2026 to February 3, 2026, we repurchased 1 shares of our common stock on the open market for an aggregate purchase price of $19, including fees and commissions.

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"Commitments and Contingencies The following table summarizes our expected contractual cash commitments as of June 30, 2026: 2026 2027 2028 2029 2030 Thereafter Total Debt obligations $ 2 $ 1,250 $ 2,575 $ 1,250 $ 1,600 $ 2,750 $ 9,427 Cash interest payments 228 436 363 272 200 168 1,667 Satellite and transmission 70 55 2 2 1 3 133 Programming and content 191 285 183 7 666 Sales and marketing 34 35 7 5 81 Satellite incentive payments 2 3 3 2 2 9 21 Operating lease obligations 28 52 43 38 13 29 203 Royalties, minimum guarantees and other 464 882 671 207 75 2,299 Total (1) $ 1,019 $ 2,998 $ 3,847 $ 1,783 $ 1,891 $ 2,959 $ 14,497 (1) The table does not include our reserve for uncertain tax positions, which at June 30, 2026 totaled $83 . Debt obligations. Debt obligations include principal payments on outstanding debt and finance lease obligations. Cash interest payments. Cash interest payments include interest due on outstanding debt and finance lease payments through maturity. Satellite and transmission. We have entered into agreements for the design, construction, launch and insurance of one additional satellite: SXM-12. We have procured insurance for SXM-11 and SXM-12 to cover the risks associated with each satellite's launch and first year of in-orbit operation. We also have entered into agreements with third parties to operate and maintain satellite telemetry, tracking and control facilities and certain components of our terrestrial repeater networks. Programming and conten …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Benefit Plans Included in the accompanying unaudited consolidated statements of operations are the following amounts of share-based compensation expense: For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Cost of services: Programming and content $ 9 $ 10 $ 22 $ 19 Customer service and billing 2 2 3 3 Transmission 1 1 3 3 Sales and marketing 12 12 23 26 Product and technology 9 8 19 18 General and administrative 15 14 32 28 $ 48 $ 47 $ 102 $ 97 SplitCo Awards Liberty Media granted, to certain of its directors and employees, restricted stock awards (RSAs), restricted stock units (""RSUs"") and stock options to purchase shares of SplitCo common stock (collectively, ""SplitCo Awards""). SplitCo measured the cost of employee services received in exchange for an equity classified SplitCo Award based on the grant-date fair value (GDFV) of the SplitCo Award and recognized that cost over the period during which the employee is required to provide service (usually the vesting period of the SplitCo Award). SplitCo measured the cost of employee services received in exchange for a liability classified SplitCo Award based on the current fair value of the SplitCo Award and remeasures the fair value of the SplitCo Award at each reporting date. At the time of the Split-Off, outstanding stock options to purchase shares of SplitCo common stock were accelerated and became fully vested and exchanged into stock options to purchase shares of our common stock …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

Debt Our debt as of June 30, 2026 and December 31, 2025 consisted of the following: Principal Amount at Carrying value (a) at Issuer / Borrower Issued Debt Maturity Date Interest Payable June 30, 2026 June 30, 2026 December 31, 2025 Sirius XM Holdings notes and loans: Sirius XM Holdings (b) March 2023 3.75% Convertible Senior Notes March 15, 2028 Semi-annually in arrears on March 15 and September 15 $ 575 $ 656 $ 579 Sirius XM Radio LLC notes and loans: Sirius XM (c) September 2024 Incremental Term Loan (the Delayed Draw Incremental Term Loan) September 9, 2027 variable fee paid quarterly 400 Sirius XM December 2012 Senior Secured Revolving Credit Facility (the Credit Facility) August 31, 2030 variable fee paid quarterly 100 100 20 Sirius XM (c) (d) August 2021 3.125% Senior Notes September 1, 2026 semi-annually on March 1 and September 1 999 Sirius XM (c) (e) July 2017 5.00% Senior Notes August 1, 2027 semi-annually on February 1 and August 1 1,250 1,248 1,497 Sirius XM (c) June 2021 4.00% Senior Notes July 15, 2028 semi-annually on January 15 and July 15 2,000 1,993 1,991 Sirius XM (c) June 2019 5.500% Senior Notes July 1, 2029 semi-annually on January 1 and July 1 1,250 1,245 1,244 Sirius XM (c) June 2020 4.125% Senior Notes July 1, 2030 semi-annually on January 1 and July 1 1,500 1,492 1,492 Sirius XM (c) August 2021 3.875% Senior Notes September 1, 2031 semi-annually on March 1 and September 1 1,500 1,490 1,490 Sirius XM (c) (f) March 2026 5.875% Senior Notes April 15, 2 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of June 30, 2026 and December 31, 2025, the carrying amounts of cash and cash equivalents, receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. Due to the variable rate nature of the Credit Facility (including the Delayed Draw Incremental Term Loan), each as defined in Note 11, we believe that the carrying amount approximated fair value at June 30, 2026 and December 31, 2025. Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures , establishes a fair value hierarchy for input into valuation techniques as follows: i. Level 1 input: unadjusted quoted prices in active markets for identical instrument; ii. Level 2 input: observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and iii. Level 3 input: unobservable inputs developed using management's assumptions about the inputs used for pricing the asset or liability. Our assets and liabilities measured at fair value were as follows: June 30, 2026 December 31, 2025 Level 1 Level 2 Level 3 Total Fair Value Le …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes In connection with the Transactions, we entered into a new Tax Sharing Agreement with Liberty Media. The Tax Sharing Agreement generally allocates taxes, tax benefits, tax items and tax-related losses between Liberty Media and us in a manner consistent with the tax sharing policies of Liberty Media in effect prior to the Split-Off, with taxes, tax benefits and tax items attributable to the assets, liabilities and activities attributed to the Liberty Formula One Group and the Liberty Live Group being allocated to Liberty Media, and taxes, tax benefits and tax items attributable to the assets, liabilities and activities attributed to the Liberty SiriusXM Group being allocated to us. In addition, the Tax Sharing Agreement includes additional provisions related to the manner in which any taxes or tax-related losses arising from the Split-Off will be allocated between the parties and provides restrictive covenants intended to preserve the generally tax-free treatment of the Transactions. The failure by a party to comply with its restrictive covenants may change the general allocation of taxes, tax benefits and tax items between the parties related to the Transactions. The parties have agreed to indemnify each other for taxes and losses allocated to them under the Tax Sharing Agreement and for taxes and losses arising from a breach by them of their respective covenants and obligations under the Tax Sharing Agreement. The Tax Sharing Agreement also includes provisions a …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than one year to 17 years, some of which may include options to extend the leases for up to five years, and some of which may include options to terminate the leases within one year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date. The components of lease expense were as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Operating lease cost $ 13 $ 13 $ 27 $ 27 Finance lease cost 1 1 3 3 Sublease income (1) (1) (2) (2) Total lease cost $ 13 $ 13 $ 28 $ 28

LesseeOperatingLeasesTextBlock

Recent Accounting Pronouncements Accounting Standard Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures . In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. We do not expect this ASU to have a material impact on our consolidated financial statements. We are currently evaluating the effect of adopting this new accounting guidance on our expense-related disclosures. Recently Adopted Accounting Policies ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments . In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. This u …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related Party Transactions In the normal course of business, we enter into transactions with our equity method investments (tax equity investments, Sirius XM Canada and SoundCloud) which are considered related party transactions. Tax Equity Investments We made tax-efficient investments of $23 and $19 during the three months ended June 30, 2026 and 2025, respectively, and $76 and $68 during the six months ended June 30, 2026 and 2025, respectively, in clean energy technology projects. Effective January 1, 2024, we adopted ASU 2023-02 using the modified retrospective approach and now account for these investments under the proportional amortization method. As of June 30, 2026, the unamortized investment balance of these investments totaled $702 and was reported within Equity method investments in our unaudited consolidated balance sheets. Under the proportional amortization method, the investment balance is amortized over the term of the investments in proportion to the current period income tax benefits relative to the total expected income tax benefits. Additionally, we recorded liabilities of $581 related to future contractual and contingent payments which we determined to be probable. Of this amount, $122 is presented in Related party current liabilities with the remaining balance included in Other long-term liabilities in our unaudited consolidated balance sheets. Sirius XM Canada SiriusXM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Impairment, Restructuring and Other Costs During the three and six months ended June 30, 2026, impairment, restructuring and other costs were $6 and $12, respectively. During the three months ended June 30, 2026, we recorded $5 associated with restructuring charges and $1 associated with severance and other employee costs. During the six months ended June 30, 2026, we recorded $9 associated with restructuring charges and $3 associated with severance and other employee costs. These charges were recorded to Impairment, restructuring and other costs in our unaudited consolidated statements of operations. During the three and six months ended June 30, 2025, impairment, restructuring and other costs were $107 and $155, respectively. During the three months ended June 30, 2025, we recorded a charge of $97 associated with impairments related to terminated software projects, other restructuring related costs of $6 and severance and other employee costs of $4. During the six months ended June 30, 2025, we recorded a charge of $109 associated with impairments related to terminated software projects, other restructuring related costs of $22 and severance and other employee costs of $24. These charges were recorded to Impairment, restructuring and other costs in our unaudited consolidated statements of operations.

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Segments and Geographic Information In accordance with FASB ASC Topic 280, Segment Reporting , we disaggregate our operations into two reportable segments: SiriusXM and Pandora and Off-platform. The financial results of these segments are utilized by the chief operating decision maker, who is our Chief Executive Officer, for evaluating segment performance and allocating resources. We report our segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. For additional information on our segments refer to Note 1. Segment results include the revenues and cost of services which are directly attributable to each segment. There are no indirect revenues or costs incurred that are allocated to the segments. We eliminate intersegment advertising campaign revenue. We had intersegment advertising revenue of less than $1 and $2 during the three months ended June 30, 2026 and 2025, respectively, and $2 and $3 during the six months ended June 30, 2026 and 2025, respectively. Segment revenue and gross profit were as follows during the periods presented: For the Three Months Ended June 30, 2026 SiriusXM Pandora and Off-platform Total Revenue Subscriber revenue $ 1,508 $ 130 $ 1,638 Advertising revenue 41 413 454 Other revenue 68 68 Total revenue 1,617 543 2,160 Cost of services Revenue share and royalties (382) (340) (722) Programmin …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Equity Common Stock, par value $0.001 per share We are authorized to issue up to 900 shares of common stock. There were 337 and 335 shares of common stock issued and outstanding at June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, there were 35 shares of common stock reserved for issuance in connection with outstanding stock-based awards to members of our board of directors, employees and third parties. Sirius XM Holdings equity activity Quarterly Dividends During the six months ended June 30, 2026 and 2025, our board of directors declared and paid the following dividends: Declaration Date Dividend Per Share Record Date Total Amount Payment Date 2026 dividends January 29, 2026 $ 0.27 February 11, 2026 $ 91 February 27, 2026 April 23, 2026 $ 0.27 May 11, 2026 $ 91 May 27, 2026 2025 dividends January 22, 2025 $ 0.27 February 7, 2025 $ 91 February 25, 2025 April 16, 2025 $ 0.27 May 9, 2025 $ 92 May 28, 2025 Stock Repurchase Program On September 9, 2024, our board of directors approved for repurchase an aggregate of $1,166 of our common stock. 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 Securities Exchange Act of 1934, as amended, in privately negotiated transactions, including in accelerated stock repurchase transactions, or otherwise. We intend to fund a …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events Capital Return Program For the period from July 1, 2026 to July 28, 2026, we repurchased less than 1 shares of our common stock on the open market for an aggregate purchase price of $9, including fees and commissions. On July 22, 2026, our board of directors declared a quarterly dividend on our common stock in the amount of $0.27 per share of common stock payable on August 26, 2026 to stockholders of record as of the close of business on August 10, 2026.

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