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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO ________

COMMISSION FILE NUMBER 001-34295

Sirius XM Holdings Inc.

(Exact name of registrant as specified in its charter)


Delaware									93-4680139
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

1221 Avenue of the Americas, 35th Floor

New York, New York 10020

(Address of principal executive offices) (Zip Code)

(212) 584-5100

(Registrant’s telephone number, including area code)

Former name, former address and former fiscal year, if changed since last report:

Not Applicable

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $0.001 par value

SIRI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:


(Class)	(Outstanding as of July 29, 2025)
Common stock, $0.001 par value	336,740,461	shares

Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q


Item No.	Description

	PART I - Financial Information

Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Operations for the three and six months ended Jun e 30 , 2025 and 2024	2
	Consolidated Statements of Comprehensive Income for the three and six months ended June 30 , 2025 and 2024	3
	Consolidated Balance Sheets as of June 30 , 2025 and December 31, 2024	4
	Consolidated Statements of Stockholders' Equity for the three and si x months ended June 30 , 2025 and 2024	5
	Consolidated Statements of Cash Flows for the six months ended June 30 , 2025 and 2024	9
	Notes to the Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	58
Item 4.	Controls and Procedures	58

	PART II - Other Information

Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	59
	Signatures	61

Table of Contents

SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in millions, except per share data)	2025		2024		2025		2024
Revenue:
Subscriber revenue	$	1,629	$	1,658	$	3,231	$	3,338
Advertising revenue	432		443		826		845
Equipment revenue	46		47		87		97
Other revenue	31		30		62		60
Total revenue	2,138		2,178		4,206		4,340
Operating expenses:
Cost of services:
Revenue share and royalties	722		708		1,409		1,411
Programming and content	151		148		304		305
Customer service and billing	111		108		223		224
Transmission	45		57		95		115
Cost of equipment	2		2		4		5
Subscriber acquisition costs	107		92		207		182
Sales and marketing	185		228		375		457
Product and technology	56		71		129		157
General and administrative	166		116		288		240
Depreciation and amortization	121		156		265		311
Impairment, restructuring and other costs	107		21		155		53
Total operating expenses	1,773		1,707		3,454		3,460
Income from operations	365		471		752		880
Other income (expense), net
Interest expense	(116)		(126)		(233)		(255)

Other income, net	15		85		14		114
Total other expense	(101)		(41)		(219)		(141)
Income before income taxes	264		430		533		739
Income tax expense	(59)		(76)		(124)		(144)
Net income	205		354		409		595
Less net income attributable to noncontrolling interests	—		50		—		92
Net income attributable to Sirius XM Holdings Inc.	$	205	$	304	$	409	$	503



Net income per common share:
Basic	$	0.61	$	1.05	$	1.21	$	1.76
Diluted	$	0.57	$	0.74	$	1.16	$	1.37
Weighted average common shares outstanding:
Basic	338		338		338		338
Diluted	357		378		357		375

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Net income	$	205	$	354	$	409	$	595
Credit risk on fair value debt instrument losses, net of tax	(8)		17		(7)		(14)

Foreign currency translation adjustment, net of tax	4		(5)		5		(14)
Total comprehensive income	$	201	$	366	$	407	$	567
Less: comprehensive income attributable to noncontrolling interests	—		50		—		92
Comprehensive income attributable to Sirius XM Holdings Inc.	$	201	$	316	$	407	$	475

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



(in millions, except per share data)	June 30, 2025		December 31, 2024
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	92	$	162
Receivables, net	662		676

Related party current assets	24		21
Prepaid expenses and other current assets	267		290
Total current assets	1,045		1,149
Property and equipment, net	2,146		2,109
FCC licenses	8,610		8,610
Other intangible assets, net	1,517		1,579
Goodwill	12,390		12,390
Equity method investments	1,002		1,043


Other long-term assets	616		641
Total assets	$	27,326	$	27,521
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,160	$	1,284
Accrued interest	170		172
Current portion of deferred revenue	1,033		1,050
Current maturities of debt	61		61
Other current liabilities	47		48
Related party current liabilities	99		116
Total current liabilities	2,570		2,731
Long-term deferred revenue	87		82
Long-term debt, including $596 and $594 measured at fair value, respectively (Note 11)	10,136		10,314
Deferred tax liabilities	2,186		2,220

Other long-term liabilities	1,018		1,100
Total liabilities	15,997		16,447
Commitments and contingencies (Note 14)

Stockholders’ Equity:
Common stock, par value $0.001 per share; 900 shares authorized; 337 and 339 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively	—		—

Accumulated other comprehensive loss, net of tax	(48)		(46)
Additional paid-in capital	—		—
Treasury stock, at cost; 26 thousand shares of common stock at each of June 30, 2025 and December 31, 2024	(1)		(1)
Retained earnings	11,378		11,121


Total stockholders’ equity	11,329		11,074
Total liabilities and stockholders’ equity	$	27,326	$	27,521

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)


For the Three Months Ended June 30, 2025
	Common Stock									Treasury Stock
	Shares	Amount		Retained earnings		Accumulated other comprehensive loss		Additional Paid-in Capital		Shares		Amount		Total equity
(in millions)
Balance at March 31, 2025	339	$	—	$	11,257	$	(44)	$	—	$	—	$	(1)	$	11,212
Net income	—	—		205		—		—		—		—		205

Other comprehensive loss	—	—		—		(4)		—		—		—		(4)
Share-based compensation	—	—		—		—		58		—		—		58

Withholding taxes on net share settlements of share-based compensation	—	—		—		—		(5)		—		—		(5)

Dividends paid	—	—		(84)		—		(8)		—		—		(92)
Shares repurchased	—	—		—		—		—		2		(45)		(45)


Shares retired	(2)	—		—		—		(45)		(2)		45		—
Balance at June 30, 2025	337	$	—	$	11,378	$	(48)	$	—	$	—	$	(1)	$	11,329

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)


For the Three Months Ended June 30, 2024
	Total Former Parent's Investment
	Former Parent's investment		Retained earnings		Accumulated other comprehensive (loss) income		Noncontrolling interest		Total equity
(in millions)
Balance at March 31, 2024	$	(5,270)	$	15,555	$	(32)	$	3,071	$	13,324
Net income	—		304		—		50		354

Other comprehensive income (loss)	—		—		13		(1)		12
Share-based compensation	45		—		—		9		54
Exercise of options and RSU vestings in period	(12)		—		—		12		—
Withholding taxes on net share settlements of share-based compensation	(6)		—		—		—		(6)


Dividends paid	—		—		—		(17)		(17)
Other, net	1		—		—		—		1
Balance at June 30, 2024	$	(5,242)	$	15,859	$	(19)	$	3,124	$	13,722

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)


For the Six Months Ended June 30, 2025
	Common Stock									Treasury Stock
	Shares	Amount		Retained earnings		Accumulated other comprehensive loss		Additional Paid-in Capital		Shares		Amount		Total equity
(in millions)
Balance at December 31, 2024	339	$	—	$	11,121	$	(46)	$	—	$	—	$	(1)	$	11,074
Net income	—	—		409		—		—		—		—		409

Other comprehensive loss	—	—		—		(2)		—		—		—		(2)
Share-based compensation	—	—		—		—		117		—		—		117
Exercise of options and RSU vestings in period	1	—		—		—		—		—		—		—
Withholding taxes on net share settlements of share-based compensation	—	—		—		—		(16)		—		—		(16)

Dividends paid	—	—		(152)		—		(31)		—		—		(183)




Shares repurchased	—	—		—		—		—		3		(70)		(70)
Shares retired	(3)	—		—		—		(70)		(3)		70		—
Balance at June 30, 2025	337	$	—	$	11,378	$	(48)	$	—	$	—	$	(1)	$	11,329

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)


For the Six Months Ended June 30, 2024
	Total Former Parent's Investment
	Former Parent's investment		Retained earnings		Accumulated other comprehensive income (loss)		Noncontrolling interest		Total equity
(in millions)
Balance at December 31, 2023	$	(5,284)	$	15,353	$	7	$	3,026	$	13,102
Net income	—		503		—		92		595
Change in accounting method	—		3		—		—		3
Other comprehensive loss	—		—		(26)		(2)		(28)
Share-based compensation	90		—		—		17		107
Exercise of options and RSU vestings in period	(25)		—		—		25		—
Withholding taxes on net share settlements of share-based compensation	(23)		—		—		—		(23)


Dividends paid	—		—		—		(34)		(34)

Balance at June 30, 2024	$	(5,242)	$	15,859	$	(19)	$	3,124	$	13,722

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


	For the Six Months Ended June 30,
(in millions)	2025		2024
Cash flows from operating activities:
Net income	$	409	$	595
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	265		311
Non-cash impairment and restructuring costs	109		1
Non-cash interest expense, net of amortization of premium	9		8

Realized and unrealized gains on financial instruments, net	(4)		(100)





Share of losses of equity method investments, net	59		57




Share-based payment expense	97		96
Deferred income tax benefit	(34)		(33)
Amortization of right-of-use assets	21		24
Other charges, net	19		28
Changes in operating assets and liabilities:
Receivables and other assets	(5)		24
Deferred revenue	(12)		(72)
Payables and other liabilities	(145)		(186)










Net cash provided by operating activities	788		753
Cash flows from investing activities:
Additions to property and equipment	(334)		(347)







Other investing activities, net	(63)		(203)

Net cash used in investing activities	(397)		(550)
Cash flows from financing activities:
Taxes paid from net share settlements for stock-based compensation	(16)		(23)
Revolving credit facility borrowings	797		1,352
Revolving credit facility repayments	(797)		(1,002)

Repayments of long-term borrowings	(192)		(603)


Common stock repurchased and retired	(70)		—
Dividends paid	(183)		(34)

Other financing activities, net	—		(4)
Net cash used in financing activities	(461)		(314)
Net decrease in cash, cash equivalents and restricted cash	(70)		(111)
Cash, cash equivalents and restricted cash at beginning of period (1)	170		315
Cash, cash equivalents and restricted cash at end of period (1)	$	100	$	204

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(UNAUDITED)


	For the Six Months Ended June 30,
(in millions)	2025		2024
Supplemental Disclosure of Cash and Non-Cash Flow Information
Cash paid during the period for:
Interest, net of amounts capitalized	$	225	$	242
Income taxes paid	$	115	$	106
Non-cash investing and financing activities:




Tax equity investments	$	13	$	757

(1)The following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet. The restricted cash balances are primarily due to letters of credit which have been issued to the landlords of leased office space. The terms of the letters of credit primarily extend beyond one year.


	As of June 30,
(in millions)	2025		2024
Cash and cash equivalents	$	92	$	188
Restricted cash included in Prepaid expenses and other current assets	—		8
Restricted cash included in Other long-term assets	8		8
Total cash, cash equivalents and restricted cash at end of period	$	100	$	204

See accompanying notes to the unaudited consolidated financial statements.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

(1)Business & Basis of Presentation

Liberty Media Transactions

Sirius XM Holdings Inc., the reporting company under this Quarterly Report on Form 10-Q, is the product of a series of transactions that closed on Monday, September 9, 2024.

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”). 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.

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”). 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.

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.

The Transactions are intended to generally be tax-free to holders of Liberty SiriusXM common stock and Sirius XM Holdings common stock (except with respect to any cash received by such holders) and the completion of the Transactions was subject to various conditions, including the receipt of opinions of tax counsel.

On September 6, 2024, Sirius XM Radio LLC, our wholly owned subsidiary, converted from a Delaware corporation to a Delaware limited liability company.

General

The accompanying unaudited consolidated financial statements represent a combination of the historical financial information of Old Sirius and the assets and liabilities of SplitCo until the date of the Merger Effective Time. Although SplitCo was reported as a combined company until the Merger Effective Time, all periods reported herein are referred to as consolidated. All significant intercompany accounts and transactions have been eliminated in the unaudited consolidated financial statements. These unaudited consolidated financial statements refer to the combination of Old Sirius and the aforementioned assets and liabilities as “Sirius XM Holdings,” “the Company,” “us,” “we” and “our” in these notes to the unaudited consolidated financial statements. “Sirius XM” refers to Sirius XM Holdings’ wholly owned subsidiaries, Sirius XM Inc., Sirius XM Radio LLC and its subsidiaries other than Pandora. “Pandora” refers to Sirius XM's wholly owned subsidiary Pandora Media, LLC and its subsidiaries. The Split-Off is being accounted for at historical cost due to the pro rata nature of the distribution to holders of SplitCo common stock.

The accompanying (a) consolidated balance sheet as of December 31, 2024 has been derived from audited financial statements, and (b) the interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. This Quarterly Report on Form 10-Q should be read together with our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on January 30, 2025. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

results for such periods have been included. Interim results are not necessarily indicative of results that may be expected for a full year. All significant intercompany transactions have been eliminated in consolidation.

Public companies are required to disclose certain information about their reportable operating segments. Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have two reportable segments as our chief operating decision maker, who is the Chief Executive Officer of Sirius XM Holdings, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 16 for information related to our segments.

We have evaluated events subsequent to the balance sheet date and prior to the filing of this Quarterly Report on Form 10-Q and have determined that no events have occurred that would require adjustment to our unaudited consolidated financial statements. For a discussion of subsequent events that do not require adjustment to our unaudited consolidated financial statements, refer to Note 17.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited consolidated financial statements include asset impairment, fair value measurement of non-financial instruments, depreciable lives of our satellites, share-based payment expense and income taxes.

Business

Sirius XM Holdings operates two complementary audio entertainment businesses - one of which it refers to as “SiriusXM” and the second of which it refers to as “Pandora and Off-platform”.

SiriusXM

The SiriusXM business features music, sports, entertainment, comedy, talk, and news channels and other content, as well as podcasts and infotainment services in the United States on a subscription fee basis. SiriusXM packages include live, curated, hosted and certain exclusive and on-demand programming. The SiriusXM service is distributed through SiriusXM’s two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and SiriusXM’s website. The SiriusXM service is also available through an in-car user interface called “360L” that combines SiriusXM’s satellite and streaming services into a single, cohesive in-vehicle entertainment experience.

The primary source of revenue from the SiriusXM business is subscription fees, with most of its customers subscribing to monthly or annual plans. SiriusXM also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of satellite radios and accessories, and other ancillary services. As of June 30, 2025, the SiriusXM business had approximately 32.8 million subscribers.

In addition to the audio entertainment businesses, Sirius XM Holdings provides connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. Sirius XM Holdings 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.

SiriusXM holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada's subscribers are not included in SiriusXM’s subscriber count or subscriber-based operating metrics.

Pandora and Off-platform

The Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts as well as search and play songs and albums on-demand. Pandora 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). As of June 30, 2025, Pandora had approximately 5.7 million subscribers.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

The majority of revenue from Pandora is generated from advertising on Pandora’s ad-supported radio service which is sold under the SiriusXM Media brand. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.

SiriusXM also sells advertising on other audio platforms and in widely distributed podcasts, which it considers to be off-platform services. 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. 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.

Effects of the Transactions

Prior to the closing of the Transactions, a portion of Liberty Media’s general and administrative expenses, including certain legal, tax, accounting, treasury and investor relations support of $6 and $12 for the three and six months ended June 30, 2024, respectively, were allocated to SplitCo and are included in General and administrative in the unaudited consolidated statements of operations. There were no allocated costs during the three and six months ended June 30, 2025. In addition, during the three and six months ended June 30, 2024, we incurred costs related to the Transactions of $18 and $37, respectively, which were recorded to Impairment, restructuring and other costs in our unaudited consolidated statements of operations. There were no costs related to the Transactions incurred during the three and six months ended June 30, 2025.

Following the closing of the Transactions, Liberty Media and Sirius XM Holdings operate as separate, publicly traded companies, and neither has any continuing stock ownership, beneficial or otherwise, in the other. In connection with the Transactions, Liberty Media and Sirius XM Holdings entered into certain agreements, including a tax sharing agreement, governing the relationship between the two companies. Refer to Note 15 for more information regarding the tax sharing agreement.

Recent Accounting Pronouncements

Accounting Standard Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-09 on our annual income tax disclosures. We expect the standard will expand the disclosures provided in our annual financial statements, particularly in the rate reconciliation and cash taxes paid sections, but do not anticipate that adoption will have a material effect on our consolidated results of operations, financial position, or cash flows. We plan to adopt ASU 2023-09 for the annual period ending December 31, 2025.

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. In November 2024, the 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.

(2)Net Income per Share

Basic net income per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income per common share adjusts the

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the three and six months ended June 30, 2025 and 2024.

In calculating basic net income per common share, we used 338 common shares for each of the three and six months ended June 30, 2024 which was the weighted average number of shares of Liberty Media's Series A, Series B, and Series C Liberty SiriusXM common stock and Old Sirius's common stock as converted by the Redemption and Merger exchange ratios as no SplitCo shares were outstanding during that period. In calculating diluted net income per common share, we used 378 and 375 of diluted common shares for the three and six months ended June 30, 2024, respectively, which was the weighted average number of shares of Liberty Media's Series A, Series B, and Series C Liberty SiriusXM common stock and Old Sirius's common stock adjusted for the impact of dilutive instruments as converted by the Redemption and Merger exchange ratios, as no SplitCo shares were outstanding during those periods.

Common stock equivalents of 33 and 24 for the three months ended June 30, 2025 and 2024, respectively, and 32 and 21 for the six months ended June 30, 2025 and 2024, respectively, were excluded from the calculation of diluted net income per common share as the effect would have been anti-dilutive.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
Numerator:
Net income available to common stockholders for basic net income per common share	$	205	$	304	$	409	$	503
Net income attributable to noncontrolling interest	—		50		—		92
Total net income	205		354		409		595
Effect of assumed conversions of convertible notes, net of tax	(3)		(74)		4		(81)
Net income available to common stockholders for dilutive net income per common share	$	202	$	280	$	413	$	514
Denominator:
Weighted average common shares outstanding for basic net income per common share	338		338		338		338
Weighted average impact of assumed convertible and exchangeable notes	18		39		18		36
Weighted average impact of dilutive equity instruments	1		1		1		1
Weighted average shares for diluted net income per common share	357		378		357		375
Net income per common share:
Basic	$	0.61	$	1.05	$	1.21	$	1.76
Diluted	$	0.57	$	0.74	$	1.16	$	1.37

(3)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, 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 11, and the Margin Loan (as defined below), we believe that the carrying amount approximated fair value at June 30, 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;

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

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, 2025								December 31, 2024
	Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents	$	—	$	—	$	—	$	—	$	1	$	—	$	—	$	1
Financial instruments(a)	$	59	$	—	$	—	$	59	$	60	$	—	$	—	$	60
Debt (b)	$	—	$	596	$	—	$	596	$	—	$	594	$	—	$	594

(a)Level 1 financial instrument assets are comprised of our deferred compensation plan assets. Refer to Note 13 for additional discussion.

(b)The fair values of the Convertible Notes are based on quoted market prices but are not considered to be traded on “active markets,” as defined by GAAP. Refer to Note 11 for additional discussion related to our debt.

Realized and Unrealized Gains (Losses) on Financial Instruments, net

Realized and unrealized gains (losses) on financial instruments, net, are comprised of changes in the fair value of the following and are included in Other income, net, on the unaudited consolidated statements of operations:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Debt measured at fair value (a)	7		80		4		95

Other	—		2		—		5
Total	$	7	$	82	$	4	$	100

(a)We elected to account for the 2.75% exchangeable senior debentures due 2049 (which are no longer outstanding) that were assumed as part of the Transactions (the “Exchangeable Notes”) and Convertible Notes using the fair value option. The Exchangeable Notes and the Convertible Notes were the obligations of Sirius XM Holdings. Sirius XM was not an obligor or guarantor of either the Exchangeable Notes or the Convertible Notes. Changes in the fair value of the Exchangeable Notes and Convertible Notes recognized in the unaudited consolidated statements of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable or convertible. We isolate the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognize such amount in other comprehensive earnings (loss). The change in the fair value of the Exchangeable Notes and Convertible Notes attributable to changes in the instrument specific credit risk was a loss of $8 and a gain of $18 for the three months ended June 30, 2025 and 2024, respectively, and a loss of $7 and a loss of $13 for the six months ended June 30, 2025 and 2024, respectively. The cumulative change in fair value since issuance was a loss of $16 as of June 30, 2025, net of the recognition of previously unrecognized gains and losses.

(4)Impairment, Restructuring and Other Costs

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. The restructuring and related impairment 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, 2024, impairment, restructuring and other costs were $21 and $53, respectively. During the three months ended June 30, 2024, we recorded costs associated with the Transactions of $18 and a charge of $3 associated with severance and other employee costs. During the six months ended June 30, 2024, we recorded costs associated with the Transactions of $37, a charge of $15 associated with severance and other employee costs, and impairments, primarily related to terminated software projects and vacated office space, of $1. The restructuring and related

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

impairment charges were recorded to Impairment, restructuring and other costs in our unaudited consolidated statements of operations.

(5)Receivables, net

Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. No single customer accounts for more than ten percent of our total receivables.

Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our unaudited consolidated statements of operations.

Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties and do not expect issues in the foreseeable future.

Receivables, net, consists of the following:


	June 30, 2025		December 31, 2024
Gross customer accounts receivable	$	581	$	606
Allowance for doubtful accounts	(10)		(10)
Customer accounts receivable, net	$	571	$	596
Receivables from distributors	59		56
Other receivables	32		24
Total receivables, net	$	662	$	676

(6)Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles - Goodwill and Other, states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

As of June 30, 2025, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three and six months ended June 30, 2025 and 2024. As of June 30, 2025, the cumulative balance of goodwill impairments recorded was $3,775, of which $2,819 was recognized during the year ended December 31, 2024 and is included in the carrying amount of the goodwill allocated to our SiriusXM reporting unit and $956 of which was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora and Off-platform reporting unit.

As of June 30, 2025, the carrying amount of goodwill for our SiriusXM and Pandora and Off-platform reporting units was $11,431 and $959, respectively.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

(7)Intangible Assets

Our intangible assets include the following:


		June 30, 2025						December 31, 2024
	Weighted Average Useful Lives	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Recorded to Sirius XM Reporting Unit:
Indefinite life intangible assets:
FCC licenses	Indefinite	$	8,610	$	—	$	8,610	$	8,610	$	—	$	8,610
Trademarks	Indefinite	930		—		930		930		—		930
Definite life intangible assets:
Customer relationships	15 years	570		(475)		95		570		(456)		114
OEM relationships	15 years	220		(171)		49		220		(164)		56
Licensing agreements	15 years	285		(252)		33		285		(245)		40
Software and technology	7 years	28		(24)		4		28		(23)		5
Due to Acquisitions recorded to Pandora and Off-platform Reporting Unit:
Indefinite life intangible assets:
Trademarks	Indefinite	312		—		312		312		—		312
Definite life intangible assets:
Customer relationships	8 years	442		(357)		85		442		(331)		111
Software and technology	5 years	391		(382)		9		391		(380)		11
Total intangible assets		$	11,788	$	(1,661)	$	10,127	$	11,788	$	(1,599)	$	10,189

Indefinite Life Intangible Assets

We have identified our Federal Communications Commission (“FCC”) licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use.

We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time. We hold FCC licenses which allow us the use of 25 MHz for our Sirius and XM satellite networks (12.5 MHz for the Sirius network and 12.5 MHz for the XM network). In 2024, we acquired the licenses in the 2.3 GHz Wireless Communications Service (“WCS”) C and D Blocks. 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.

Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of June 30, 2025, there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three and six months ended June 30, 2025 and 2024.

Definite Life Intangible Assets

Amortization expense for all definite life intangible assets was $31 for each of the three months ended June 30, 2025 and 2024 and $62 and $69 for the six months ended June 30, 2025 and 2024, respectively. There were no retirements or impairments of definite lived intangible assets during the six months ended June 30, 2025 and 2024.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

The expected amortization expense for each of the fiscal years 2025 through 2029 and for periods thereafter is as follows:


Years ending December 31,	Amount
2025 (remaining)	$	62
2026	123
2027	75
2028	15
2029	—
Thereafter	—
Total definite life intangible assets, net	$	275

(8)Property and Equipment

Property and equipment, net, consists of the following:


	June 30, 2025		December 31, 2024
Satellite system	$	1,889	$	1,598
Capitalized software and hardware	2,532		2,429
Construction in progress	828		988
Other	722		718
Total property and equipment	5,971		5,733
Accumulated depreciation	(3,825)		(3,624)
Property and equipment, net	$	2,146	$	2,109

Construction in progress consists of the following:


	June 30, 2025		December 31, 2024
Satellite system	$	588	$	751
Capitalized software and hardware	198		197
Other	42		40
Construction in progress	$	828	$	988

Depreciation and amortization expense on property and equipment was $90 and $125 for the three months ended June 30, 2025 and 2024, respectively, and $203 and $242 for the six months ended June 30, 2025 and 2024, respectively. During the three and six months ended June 30, 2024, we retired property and equipment of $45 and $55, respectively. Refer to Note 4 for information regarding impairment charges recorded on our property and equipment during the three and six months ended June 30, 2025 and 2024.

We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs were $6 for each of the three months ended June 30, 2025 and 2024, and $13 and $12 for the six months ended June 30, 2025 and 2024, respectively, which related to the construction of our SXM-9 satellite, which launched in December 2024, and our SXM-10, SXM-11 and SXM-12 satellites. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $11 and $6 for the three months ended June 30, 2025 and 2024, respectively, and $20 and $11 for the six months ended June 30, 2025 and 2024, respectively.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

Satellites

As of June 30, 2025, we operated a fleet of five satellites. Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite license. The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. The chart below provides certain information on our satellites as of June 30, 2025:


Satellite Description	Year Delivered	Estimated End of Depreciable Life	FCC License Expiration Year

SIRIUS FM-5	2009	2024	2025 (a)
SIRIUS FM-6	2013	2028	2030


XM-5	2010	2025	2026
SXM-8	2021	2036	2029
SXM-9	2025	2040	2033

(a)We filed an application with the FCC to extend the license for our SIRIUS FM-5 satellite on July 7, 2025 and expect it to be granted routinely.

On June 7, 2025, our SXM-10 satellite was successfully launched into orbit and completed in-orbit testing on July 14, 2025.

On January 29, 2025, our SXM-9 satellite successfully completed in-orbit testing and was placed into service. Our SXM-9 satellite replaced our SXM-8 satellite in the XM constellation, with SXM-8 becoming an in-orbit spare. During the three months ended March 31, 2025, we removed our XM-3 satellite from service and are in the process of de-orbiting the satellite, which we expect to be completed by the end of 2025.

(9)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 18 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,
	2025		2024		2025		2024
Operating lease cost	$	13	$	16	$	27	$	31
Finance lease cost	1		2		3		3
Sublease income	(1)		(1)		(2)		(2)
Total lease cost	$	13	$	17	$	28	$	32

(10)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 $19 and $23 during the three months ended June 30, 2025 and 2024, respectively, and $68 and $202 during the six months ended June 30, 2025 and 2024, 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, 2025, the unamortized investment balance of these

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

investments totaled $829 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 $680 related to future contractual and contingent payments which we determined to be probable. Of this amount, $99 is presented in Related party current liabilities with the balance included in Other long-term liabilities in our unaudited consolidated balance sheets.

Sirius XM Canada

Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately held corporation. We own 591 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share.

Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited consolidated financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada's economic performance.

Sirius XM and Sirius XM Canada are parties to an amended and restated services and distribution agreement. Pursuant to this agreement, the fee payable by Sirius XM Canada to Sirius XM was modified from a fixed percentage of revenue to a variable fee, based on a target operating profit for Sirius XM Canada. This variable fee is expected to be evaluated annually based on comparable companies. In accordance with the amended and restated services and distribution agreement, the fee is payable on a monthly basis, in arrears.

Our Equity method investments as of June 30, 2025 and December 31, 2024 included the carrying value of our investment balance in Sirius XM Canada of $100 and $89, respectively, and, as of each of June 30, 2025 and December 31, 2024, also included $7 for the long-term value of the outstanding loan to Sirius XM Canada.

We recorded revenue from Sirius XM Canada as Other revenue in our unaudited consolidated statements of operations of $25 and $23 during the three months ended June 30, 2025 and 2024, respectively, and $47 during each of the six months ended June 30, 2025 and 2024.

SoundCloud

In February 2020, we completed a $75 investment in Series G Membership Units of SoundCloud. The Series G Units are convertible at the option of the holders at any time into shares of ordinary membership units of SoundCloud at a ratio of one ordinary membership unit for each Series G Unit. The investment in SoundCloud is accounted for as an equity method investment as we do not have the ability to direct the most significant activities that impact SoundCloud's economic performance.

Our investment in SoundCloud is recorded in Equity method investments in our unaudited consolidated balance sheets. Sirius XM has appointed two individuals to serve on SoundCloud's ten-member board of managers.

In addition to our investment in SoundCloud, Pandora has an agreement with SoundCloud to be its exclusive ad sales representative in the U.S. and certain European countries. Through this arrangement, Pandora offers advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. We recorded revenue share expense related to this agreement of $13 and $15 for the three months ended June 30, 2025 and 2024, respectively, and $26 and $30 for the six months ended June 30, 2025 and 2024, respectively. We also had related party liabilities of $17 and $20 as of June 30, 2025 and December 31, 2024, respectively, related to this agreement.

Former Parent

One director of Liberty Media serves on our board of directors, and Liberty Media was a related party prior to 2025. Sirius XM Holdings Inc. is the product of a series of transactions that closed on Monday, September 9, 2024 with its Former Parent. Refer to Note 1 for additional information regarding the Transactions. In connection with the Transactions, we entered into several agreements with Liberty Media and its subsidiaries, including a Reorganization Agreement, an Agreement and Plan of Merger and a new Tax Sharing Agreement. Refer to Note 15 for more information regarding the Tax Sharing Agreement.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

(11)Debt

Our debt as of June 30, 2025 and December 31, 2024 consisted of the following:

Principal Amount at

Carrying value(a) at

Issuer / Borrower

Issued

Debt

Maturity Date

Interest
Payable

June 30, 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

596

594

Sirius XM notes and loans:

Sirius XM(c)

September 2024

Incremental Term Loan (the “Delayed Draw Incremental Term Loan”)

September 9, 2027

variable fee paid quarterly

900

1,086

Sirius XM

December 2012

Senior Secured Revolving Credit Facility (the “Credit Facility”)

August 31, 2026

variable fee paid quarterly

—

Sirius XM(c)

August 2021

3.125% Senior Notes

September 1, 2026

semi-annually on March 1 and September 1

1,000

997

996

Sirius XM(c)

July 2017

5.00% Senior Notes

August 1, 2027

semi-annually on February 1 and August 1

1,500

1,496

1,495

Sirius XM(c)

June 2021

4.00% Senior Notes

July 15, 2028

semi-annually on January 15 and July 15

2,000

1,990

1,988

Sirius XM(c)

June 2019

5.500% Senior Notes

July 1, 2029

semi-annually on January 1 and July 1

1,250

1,243

Sirius XM(c)

June 2020

4.125% Senior Notes

July 1, 2030

semi-annually on January 1 and July 1

1,500

1,491

1,490

Sirius XM(c)

August 2021

3.875% Senior Notes

September 1, 2031

semi-annually on March 1 and September 1

1,500

1,489

1,488

Sirius XM

Various

Finance leases

Various

n/a

Total debt

10,210

10,391

Less: total current maturities

Less: total deferred financing costs, net

Total long-term debt

10,136

10,314

(a)The carrying value of the obligations is net of any remaining unamortized original issue discount except for the debt measured at fair value noted in (b) below.

(b)Measured at fair value.

(c)On September 3, 2024, Sirius XM added a parent guarantee from Sirius XM Inc. to each series of Sirius XM notes in connection with the conversion of Sirius XM into a Delaware limited liability company. All material domestic subsidiaries of Sirius XM, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the Delayed Draw Incremental Term Loan and these notes.

Sirius XM Holdings notes and loans:

3.75% Convertible Senior Notes due 2028

On March 10, 2023, Liberty Media issued $575 aggregate principal amount of its 3.75% convertible notes due 2028 (the “Convertible Notes”). In connection with the Transactions, we assumed all of the obligations of Liberty Media under the indenture governing the Convertible Notes. The Convertible Notes accrue interest at a rate of 3.75% per annum and mature on March 15, 2028. As of June 30, 2025, the conversion rate for the Convertible Notes was 30.7349 shares (not in millions) of our common stock per $1,000 principal amount (not in millions) of Convertible Notes, equivalent to a conversion price of approximately $32.54 per share of our common stock (not in millions).

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

Holders of the Convertible Notes may convert their Convertible Notes, in integral multiples of $1,000 principal amount, at their option, under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or more than 130% of the conversion price of the Convertible Notes on the last day of such preceding calendar quarter; (ii) during the five business-day period after any five consecutive trading-day period (the “Measurement Period”), in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of that Measurement Period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate for the Convertible Notes on each such trading day; (iii) if the Company calls the Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events described in the Convertible Notes Indenture. In addition, holders may convert their Convertible Notes at their option at any time on or after December 15, 2027 and ending on the close of business on the second scheduled trading day immediately preceding the stated maturity date for the Convertible Notes, without regard to the foregoing circumstances. Upon a conversion of the Convertible Notes, we may elect to pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of our common stock. We elected to account for the Convertible Notes using the fair value option. See Note 3 for information related to unrealized gains (losses) on debt measured at fair value.

Sirius XM notes and loans:

The Credit Facility

In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and by Sirius XM Inc. and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. From and after July 1, 2023, Sirius XM's borrowings are based on the SOFR plus an applicable rate based on its debt to operating cash flow ratio. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of June 30, 2025. All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt.

In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500. Interest on the Incremental Term Loan borrowing was based on the SOFR plus an applicable rate. On April 11, 2024, the Incremental Term Loan matured and was retired with cash for 100% of the principal amount plus accrued and unpaid interest to the date of maturity.

On January 26, 2024, Sirius XM entered into an amendment to the Credit Facility to, among other things, incorporate a $1,100 Delayed Draw Incremental Term Loan. Interest on the Delayed Draw Incremental Term Loan is based on SOFR plus an applicable rate. On September 3, 2024, Sirius XM entered into a technical amendment to the Credit Facility to add a parent guarantee from Sirius XM Inc. to the Credit Facility in connection with the conversion of Sirius XM into a Delaware limited liability company.

As of June 30, 2025, no amount was outstanding under the Credit Facility and $900 was outstanding under the Delayed Draw Incremental Term Loan.

Covenants and Restrictions

Under the Credit Facility, Sirius XM, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0. The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions.

The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

pari passu basis. The indentures governing the 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.

Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable.

Fair Value of Debt

The fair values, based on quoted market prices of the same instruments but not considered to be active markets (Level 2), of Sirius XM’s debt securities, not reported at fair value, whose carrying value does not approximate fair value, are as follows:


	June 30, 2025		December 31, 2024
Sirius XM 3.125% Senior Notes due 2026	$	980	$	960
Sirius XM 5.0% Senior Notes due 2027	$	1,487	$	1,459
Sirius XM 4.0% Senior Notes due 2028	$	1,915	$	1,843
Sirius XM 5.50% Senior Notes due 2029	$	1,239	$	1,198
Sirius XM 4.125% Senior Notes due 2030	$	1,378	$	1,311
Sirius XM 3.875% Senior Notes due 2031	$	1,331	$	1,258

(12)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 339 shares of common stock issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, 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

All share and per share amounts have been adjusted to reflect the conversion of Old Sirius shares into SplitCo common stock on a one-for-ten basis.

Quarterly Dividends

During the six months ended June 30, 2025 and 2024, our board of directors declared and paid the following dividends:


Declaration Date	Dividend Per Share		Record Date	Total Amount (1)		Payment Date
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



2024 dividends
January 24, 2024	$	0.266	February 9, 2024	$	102	February 23, 2024
April 24, 2024	$	0.266	May 10, 2024	$	103	May 29, 2024

(1)During the three and six months ended June 30, 2024, we paid dividends of $17 and $34, respectively, to noncontrolling interests.

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(Dollars and shares in millions, except per share amounts or otherwise stated)

Stock Repurchase Program

As of June 30, 2025, 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 Exchange Act, in privately negotiated transactions, including in accelerated stock repurchase transactions, or otherwise. We intend to fund any stock repurchases through a combination of cash on hand, cash generated by operations and future borrowings. The size and timing of any purchases will be based on a number of factors, including price and business and market conditions.

Prior to the closing of the Transactions, the board of directors of Old Sirius had approved the repurchase of an aggregate of $18,000 of its common stock. As of the closing of the Transactions, Old Sirius’s cumulative repurchases since December 2012 under that stock repurchase program totaled 373 shares for $16,834, and $1,166 remained available under that stock repurchase program. The stock repurchase program of Old Sirius was terminated on the closing date of the Transactions.

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. As of June 30, 2025, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 3,510 thousand shares for $77, of which 3,210 thousand shares were repurchased during the six months ended June 30, 2025 for $70 and $1,090 remained available for additional repurchases under our existing stock repurchase program authorization.

The following table summarizes our total share repurchase activity for the six months ended:


	June 30, 2025			June 30, 2024
Share Repurchase Type	Shares (in thousands)	Amount		Shares (in thousands)	Amount
Open Market Repurchases(a)	3,210	$	70	—	$	—

(a)As of June 30, 2025, $1 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our unaudited consolidated balance sheets and unaudited consolidated statement of equity.

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(Dollars and shares in millions, except per share amounts or otherwise stated)

(13)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,
	2025		2024		2025		2024
Cost of services:
Programming and content	$	10	$	9	$	19	$	17
Customer service and billing	2		1		3		2
Transmission	1		1		3		3
Sales and marketing	12		11		26		23
Product and technology	8		11		18		23
General and administrative	14		15		28		28
	$	47	$	48	$	97	$	96

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 adjusted based on the exchange ratio identified in the Liberty Sirius XM Holdings Inc. Transitional Stock Adjustment Plan (the “SplitCo Award Exchange Ratio”). The RSAs and RSUs with respect to shares of SplitCo common stock accelerated, became fully vested, and are treated as outstanding shares of our common stock and as such were exchanged into shares of our common stock based on the SplitCo Award Exchange Ratio. Following the Split-Off, a portion of the outstanding stock options to purchase shares of our common stock are to be settled in cash as the underlying shares were not registered, and therefore these awards were classified as liability awards and will be remeasured at each reporting date. As of June 30, 2025, we recognized a liability of $2 related to these awards which is recorded in Accounts payable and accrued expenses in our unaudited consolidated balance sheets.

Sirius XM Holdings Awards

2024 Long-Term Stock Incentive Plan

In connection with the Transactions, Liberty Media, as the sole stockholder of SplitCo, approved the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan (the “2024 Plan”). Employees, consultants and non-employee members of Sirius XM Holdings’ board of directors are eligible to receive awards under the 2024 Plan. The 2024 Plan provides for the grant of stock options, stock appreciation rights (“SARs”), RSAs, RSUs and other stock-based awards that the compensation committee of our board of directors deems appropriate. Stock-based awards granted under the 2024 Plan are generally subject to a graded vesting requirement. Stock options generally expire ten years from the date of grant. RSUs include performance-based RSUs (“PRSUs”), the vesting of which are subject to the achievement of performance goals and the employee’s continued employment. Each RSU entitles the holder to receive one share of common stock upon vesting. As of June 30, 2025, 25 shares of our common stock were available for future grants under the 2024 Plan.

Transitional Stock Adjustment Plan

In connection with the Transactions, Liberty Media, as the sole stockholder of SplitCo, approved the Sirius XM Holdings Inc. Transitional Stock Adjustment Plan (the “Transitional Plan”). Current and former employees and consultants of Liberty Media or a former direct or indirect subsidiary of Liberty Media, any successor of any such former subsidiary, and the parent company (directly or indirectly) of any such former subsidiary or successor (collectively, a “Qualifying Subsidiary”) or a

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member of the board of directors of Liberty Media or a Qualifying Subsidiary and in each case, who, as of September 9, 2024, (a) held an outstanding option of any series of Liberty Media’s Liberty SiriusXM common stock (a “Liberty Media SiriusXM Option Award”) pursuant to (i) the Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015), as amended, (ii) the Liberty Media Corporation 2013 Nonemployee Director Plan (Amended and Restated as of December 17, 2015), as amended, (iii) the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended, (iv) the Liberty Media Corporation 2022 Omnibus Incentive Plan, as amended, and/or (v) any other stock option or incentive plan adopted or assumed by Liberty Media (each, a “Liberty Media Incentive Plan”) and (b) received an option under the Transitional Plan in accordance with the terms of the Reorganization Agreement were eligible to receive awards under the Transitional Plan. The Transitional Plan provided for the grant of stock options. Stock options were subject to all the terms and conditions of the applicable Liberty Media Incentive Plan and associated instrument under which the corresponding Liberty Media Sirius XM Option Award was made. As of June 30, 2025, 3 shares of our common stock were reserved for issuance in connection with outstanding stock based awards in connection with the Transitional Plan.

Other Plans

We maintain three share-based benefit plans in addition to the 2024 Plan and the Transitional Plan — the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc. and the Pandora Media, Inc. 2011 Equity Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans.

The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees under the Sirius XM Awards during the three and six months ended June 30, 2024:


	For the Three Months Ended June 30,	For the Six Months Ended June 30,
	2024	2024
Risk-free interest rate	4.7%	4.4%
Expected life of options — years	3.75	3.76
Expected stock price volatility	41%	40%
Expected dividend yield	3.9%	2.8%

There were no options granted during the three and six months ended June 30, 2025.

The following table summarizes stock option activity under our share-based plans for the six months ended June 30, 2025:


	Options	WAEP		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value








Outstanding as of January 1, 2025	18	$	49.69
Granted	—	$	—
Exercised	—	$	1.10
Forfeited, cancelled or expired	(1)	$	49.08
Outstanding as of June 30, 2025	17	$	49.75	3.79	$	—
Exercisable as of June 30, 2025	14	$	50.34	3.18	$	—

The total intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024 was less than $1 and $1, respectively. During each of the six months ended June 30, 2025 and 2024, the number of net settled shares issued as a result of stock option exercises was less than 1.

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(Dollars and shares in millions, except per share amounts or otherwise stated)

The following table summarizes the RSU, including PRSU, activity under our share-based plans for the six months ended June 30, 2025:


	Shares	GDFV Per Share








Nonvested as of January 1, 2025	12	$	42.33
Granted	10	$	25.59
Vested	(2)	$	55.74
Forfeited	(2)	$	34.24
Nonvested as of June 30, 2025	18	$	31.96

The total intrinsic value of RSUs, including PRSUs, vesting during the six months ended June 30, 2025 and 2024 was $38 and $51, respectively. During the six months ended June 30, 2025, the number of net settled shares issued as a result of RSUs vesting totaled 1. During the six months ended June 30, 2025, we granted less than 1 PRSUs to certain employees. We believe it is probable that the performance target applicable to these PRSUs will be achieved.

In connection with the cash dividends paid during the six months ended June 30, 2025, we granted less than 1 RSUs, including PRSUs, in accordance with the terms of existing award agreements. These grants did not result in any additional incremental share-based payment expense being recognized during the six months ended June 30, 2025.

Total unrecognized compensation costs related to unvested share-based payment awards for our stock options and RSUs, including PRSUs, granted to employees, members of our board of directors and third parties at June 30, 2025 and December 31, 2024 was $477 and $402, respectively. The total unrecognized compensation costs at June 30, 2025 are expected to be recognized over a weighted-average period of 2.8 years.

401(k) Savings Plans

We sponsor the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan. Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions. Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution.

We recognized expenses of $6 and $5 for the three months ended June 30, 2025 and 2024, respectively, and $11 for each of the six months ended June 30, 2025 and 2024 in connection with the Sirius XM Plan.

Sirius XM Holdings Inc. Deferred Compensation Plan

The Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”) allows members of our board of directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or board of directors’ cash compensation, as applicable. Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so. We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP.

Contributions to the DCP, net of withdrawals, for each of the three months ended June 30, 2025 and 2024, were $(1) and were $(4) and $1 for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 and December 31, 2024, the fair value of the investments held in the trust were $59 and $60, respectively, which is included in Other long-term assets in our unaudited consolidated balance sheets and classified as trading securities. Trading gains and losses associated with these investments are recorded in Other (expense) income within our unaudited consolidated statements of operations. The associated liability is recorded within Other long-term liabilities in our unaudited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our unaudited consolidated statements of operations. We recorded gains on investments held in the trust of $5 and $1 for the three months ended June 30, 2025 and 2024, respectively, and $3 and $5 for the six months ended June 30, 2025 and 2024, respectively.

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(Dollars and shares in millions, except per share amounts or otherwise stated)

(14)Commitments and Contingencies

The following table summarizes our expected contractual cash commitments as of June 30, 2025:


	2025		2026		2027		2028		2029		Thereafter		Total
Debt obligations	$	31	$	1,059	$	2,318	$	2,575	$	1,250	$	3,000	$	10,233
Cash interest payments	228		452		402		280		189		178		1,729
Satellite and transmission	109		124		47		1		1		3		285
Programming and content	190		289		190		99		43		20		831
Sales and marketing	24		30		10		2		2		—		68
Satellite incentive payments	4		3		3		3		2		10		25
Operating lease obligations	29		53		49		40		35		38		244
Royalties, minimum guarantees and other	410		486		364		294		196		75		1,825
Total (1)	$	1,025	$	2,496	$	3,383	$	3,294	$	1,718	$	3,324	$	15,240

(1)The table does not include our reserve for uncertain tax positions, which at June 30, 2025 totaled $80.

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-9 and SXM-10 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 content. We have entered into various programming and content agreements. Under the terms of these agreements, our obligations include fixed payments, advertising commitments and revenue sharing arrangements. In certain of these agreements, the future revenue sharing costs are dependent upon many factors and are difficult to estimate; therefore, they are not included in our minimum contractual cash commitments.

Sales and marketing. We have entered into various marketing, sponsorship and distribution agreements to promote our brands and are obligated to make payments to sponsors, retailers, automakers, radio manufacturers and other third parties under these agreements. Certain programming and content agreements also require us to purchase advertising on properties owned or controlled by the licensors.

Satellite incentive payments. Maxar Technologies (formerly Space Systems/Loral), the manufacturer of certain of our in-orbit satellites, may be entitled to future in-orbit performance payments upon XM-5, SIRIUS FM-6, SXM-8, SXM-9 and SXM-10 meeting their fifteen-year design life, which we expect to occur.

Operating lease obligations. We have entered into both cancelable and non-cancelable operating leases for office space, terrestrial repeaters, data centers and equipment. These leases provide for minimum lease payments, additional operating expense charges, leasehold improvements and rent escalations that have initial terms ranging from one to fifteen years, and certain leases have options to renew.

Royalties, Minimum Guarantees and Other. We have entered into music royalty arrangements that include fixed payments. In addition, certain of our podcast agreements also contain minimum guarantees. As of June 30, 2025, we had future fixed commitments related to music royalty and podcast agreements of $566, of which $245 will be paid in 2025 and the remainder will be paid thereafter. On a quarterly basis, we record the greater of the cumulative actual content costs incurred or the cumulative minimum guarantee based on forecasts for the minimum guarantee period. The minimum guarantee period is the period of time that the minimum guarantee relates to, as specified in each agreement, which may be annual or a longer period. The cumulative minimum guarantee, based on forecasts, considers factors such as listening hours, downloads, revenue,

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subscribers and other terms of each agreement that impact our expected attainment or recoupment of the minimum guarantees based on the relative attribution method.

We have entered into certain tax equity investments in which we expect to make future contributions. These future contributions are expected to be made over the remaining respective terms of the investments and totaled $680 as of June 30, 2025, of which $33 is expected to be paid in 2025 and the remainder thereafter.

Several of our content agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, cause our payments under those agreements to escalate. In addition, record labels, publishers and performing rights organizations with whom we have entered into direct license agreements have the right to audit our content payments, and such audits often result in disputes over whether we have paid the proper content costs.

We have also entered into various agreements with third parties for general operating purposes.

In addition to the minimum contractual cash commitments described above, we have entered into other variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. We may enter into additional programming, distribution, marketing and other agreements that contain similar variable cost provisions. We do not have any other significant off-balance sheet financing arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Legal Proceedings

In the ordinary course of business, we are a defendant or party to various claims and lawsuits, including those discussed below.

We record a liability when we believe that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of liability that has been previously accrued and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any.

New York State v. Sirius XM Radio Inc. On December 20, 2023, the People of the State of New York, by Letitia James, Attorney General of the State of New York (the “NY AG”), filed a petition (the “Petition”) in the Supreme Court of the State of New York, New York County (the “New York Court”), against Sirius XM. The Petition alleges various violations of New York law and the federal Restore Online Shoppers’ Confidence Act (“ROSCA”) arising out of Sirius XM's subscription cancellation practices. In general, the Petition alleged that Sirius XM requires consumers to devote an excessive amount of time to cancel subscriptions and has not implemented cancellation processes that are simple and efficient.

The Petition claimed to be brought under certain provisions of New York law that authorize the NY AG to initiate special proceedings seeking injunctive and other equitable relief in cases of persistent business fraud or illegality. The Petition sought: a permanent injunction against violating provisions of New York law and ROSCA arising out of the alleged deceptive practices associated with Sirius XM's subscription cancellation procedures; an accounting of each consumer who cancelled, or sought to cancel, a satellite radio subscription, including the duration of the cancel interaction and the funds collected from such consumers after that interaction; monetary restitution and damages to aggrieved consumers; disgorgement of all profits resulting from the alleged improper acts; civil penalties and the NY AG’s costs. Sirius XM filed an Answer to the Petition and cross moved for summary judgment with respect to various claims asserted in the Petition.

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In November 2024, the New York Court granted Sirius XM summary judgment on all but one of the NY AG's claims. The New York Court did find that Sirius XM's cancellation practices violated the “simple mechanism requirement” for subscription cancellations contained in ROSCA. As a result of the New York Court's findings, Sirius XM now permits 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. The New York Court also directed the NY AG to make ministerial filings in order to proceed to an assessment of damages. The NY AG has appealed to the four counts with respect to the Petition for which the New York Court granted Sirius XM summary judgment. Sirius XM has appealed the one count in the Petition, the violation of ROSCA, with respect to which the New York Court granted the State of New York summary judgment.

Sirius XM believes it has substantial defenses to the action and intends to defend this action vigorously.

U.S. Music Royalty Fee Actions and Mass Arbitrations. Commencing in 2023, a number of putative class actions and mass arbitration demands have been commenced against Sirius XM relating to its pricing, billing and subscription marketing practices. Although each class action and mass arbitration demand contains unique allegations, in general, the actions and arbitrations allege that Sirius XM falsely advertised its music subscription plans at lower prices than it actually charges, that it allegedly did not disclose its “U.S. Music Royalty Fee”, and that Sirius XM has taken other actions to prevent customers from discovering the existence, amount and nature of the U.S. Music Royalty Fee in violation of various state consumer protection laws.

The plaintiffs and claimants seek disgorgement, restitution and/or damages in the aggregate amount of U.S. Music Royalty Fees paid by customers, as well as statutory and punitive damages where available.

The following actions and mass arbitration demands remain pending against Sirius XM:

•On June 5, 2023, Christopher Carovillano and Steven Brandt, individually, as private attorneys general, and on behalf of all other U.S. persons similarly situated (excluding persons in the states of California, New Jersey and Washington), filed a class action complaint against Sirius XM in the United States District Court for the Southern District of New York (the “Southern District Court”). On July 18, 2024, the Southern District Court issued an Opinion and Order granting Sirius XM's motion for partial summary judgment and striking the plaintiffs' class allegations. On January 3, 2025, Sirius XM filed another motion for summary judgment as to plaintiff's remaining individual claims and plaintiffs have opposed that motion. On January 15, 2025 plaintiffs filed a motion to dismiss their own case that Sirius XM has opposed. Decisions on those motions remain pending.

•On June 1, 2024, Elenamarie Burns, Jacqueline Gardner, and Lynne Silver filed a petition on behalf of 7,628 individuals in the Commercial Division of the Supreme Court of New York, County of New York (the “Commercial Division”), seeking to compel Sirius XM to arbitrate and advance the payment of American Arbitration Association (the "AAA") arbitration fees in connection with individual arbitrations. On July 3, 2024 and March 24, 2025, petitioners filed amended petitions adding petitioners, now totaling approximately 12,000. Petitioners’ opening brief in support of the amended petition was filed on April 18, 2025, and Sirius XM’s opposition to the amended petition was filed on July 1, 2025. The Commercial Division has not taken any action in connection with the merits of the amended petition.

•On June 14, 2024, Kara Kirkpatrick, Gillian Maxfield, Anna Demarco and Cody Michael, individually and on behalf of all other Oregon persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the District of Oregon. Sirius XM moved to dismiss the complaint on April 2, 2025, and plaintiffs have opposed that motion. A decision on that motion remains pending.

•On June 21, 2024, Cindy Balmores, Justin Braswell, Deborah Garvin, and Thea Anderson, individually, as private attorneys general, and on behalf of all other Washington persons similarly situated, filed a class action complaint against Sirius XM in the United States District Court for the Western District of Washington. Sirius XM moved to dismiss the complaint on March 31, 2025. On July 14, 2025, the Court granted the motion in part, and denied the motion in part.

•On June 25, 2024, Denise Woods and Sherry Tapia, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM in the United States

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District Court for the Northern District of California. Sirius XM moved to compel arbitration on March 21, 2025. On July 11, 2025, the Court denied the motion.

•On May 15, 2025, Cynthia Stutsman and Michael Peterson, individually, and on behalf of all other Washington residents similarly situated, filed a class action complaint against Sirius XM in the Superior Court of Washington for Snohomish County.

•Commencing in June 2023, various law firms began filing mass arbitration claims against Sirius XM before the AAA. Collectively, the law firms purport to act on behalf of approximately 70,000 claimants. Several of the law firms have asserted additional causes of action under the Electronic Funds Transfer Act.

Sirius XM believes it has substantial defenses to the claims asserted in these actions and arbitrations, and it intends to defend these actions vigorously.

California Unruh Civil Rights Act Mass Arbitration. A series of mass pre-arbitration notices have been filed purportedly on behalf of approximately 41,000 claimants alleging that Pandora used age, sex and gender information from claimants to target advertising in violation of California’s Unruh Civil Rights Act, Cal. Civ. Code §§ 51–52. A petition was filed purportedly on behalf of approximately 26,000 petitioners for an Order Compelling Arbitration in Los Angeles Superior Court against Pandora on January 17, 2025, and an amended petition was filed on February 14, 2025. On June 18, 2025, the Court denied the petition in part with respect to 2,216 petitioners and granted the petition in part and entered an order compelling arbitration with respect to the remaining petitioners.

Do-Not-Call Litigation. In July 2025, following a mediation, Sirius XM entered into an agreement settling a putative class action lawsuit filed on November 29, 2022 in the United States District Court for the Central District of Illinois alleging that Sirius XM violated the “Do-Not-Call” provisions of the Telephone Consumer Protection Act (the “TCPA”), and several similar state statutes, by calling consumers whose residential numbers were on applicable national or state do-not-call registries and/or whose residential numbers were on Sirius XM’s internal do-not-call list. The settlement will resolve the claims of consumers for the period April 27, 2019 through October 31, 2025. As part of the settlement, in calendar year 2026, Sirius XM will pay $28 million into a non-reversionary settlement fund from which cash to class members, notice, administrative costs, and attorney's fees and costs will be paid. The settlement memorializes changes relating to Sirius XM’s “Do-Not-Call” practices. Settlement of this matter is subject to, among other things, approval by the Court.

Other Matters. In the ordinary course of business, Sirius XM Holdings, Sirius XM and its subsidiaries, such as Pandora, are defendants in various other lawsuits, mass arbitration and individual arbitration proceedings, including derivative actions; actions filed by subscribers, both on behalf of themselves and on a class action basis; former employees; parties to contracts or leases and owners of purported patents, trademarks, copyrights or other intellectual property. None of these other matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations.

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(Dollars and shares in millions, except per share amounts or otherwise stated)

(15)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 addressing the filing of tax returns, control of tax audits, cooperation on tax matters, retention of tax records, indemnification and other tax matters.

Subsequent to September 9, 2024 and as a result of the Split-Off, our current tax expense represents taxes attributable to the business carried on by us on a standalone basis. For the period from January 1, 2024 through September 9, 2024, our current tax expense was the amount of tax payable on the basis of a hypothetical separate return.

Income tax expense was $59 and $76 for the three months ended June 30, 2025 and 2024, respectively, and $124 and $144 for the six months ended June 30, 2025 and 2024, respectively.

Our effective tax rate for the three months ended June 30, 2025 and 2024 was 22.3% and 17.7%, respectively. Our effective tax rate for the six months ended June 30, 2025 and 2024 was 23.3% and 19.5%, respectively. The effective tax rate for the three and six months ended June 30, 2025 was primarily driven by federal and state income tax expense and tax losses related to share-based compensation, partially offset by certain tax credits. The effective tax rate for the three and six months ended June 30, 2024 was primarily impacted by the effect of federal and state income tax expense, partially offset by benefits related to certain tax credits. We estimate our effective tax rate for the year ending December 31, 2025 will be approximately 22%.

We recognized net tax benefits of $9 and $12 during the three months ended June 30, 2025 and 2024, respectively, and we recognized net tax benefits $12 and $16 of during the six months ended June 30, 2025 and 2024, respectively, related to our tax equity investments. These recognized net tax benefits were recorded to Income tax expense in our unaudited consolidated statement of comprehensive income. The net tax benefits included tax credits and other income tax benefits of $40 and $54 during the three months ended June 30, 2025 and 2024, respectively, and $77 and $79 during the six months ended June 30, 2025 and 2024, respectively, which were partially offset by amortization expense of $31 and $42 for the three months ended June 30, 2025 and 2024, respectively, and $65 and $63 for the six months ended June 30, 2025 and 2024, respectively.

As of each of June 30, 2025 and December 31, 2024, we had a valuation allowance related to deferred tax assets of $93 that were not likely to be realized due to the timing of certain federal and state net operating loss limitations.

On July 4, 2025, the President signed into law the One Big Beautiful Bill (“OBBB”) Act, introducing significant amendments to the U.S. Internal Revenue Code. The amendments include the permanent extension of certain individual, business, and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025.

We are currently evaluating the impact of the OBBB on our consolidated financial statements. The OBBB permanently extends the 100% bonus depreciation of qualifying assets which is expected to accelerate the timing of depreciation deductions for these assets. The OBBB also permanently eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S.-based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred. We expect these provisions to result in a reduction of current income tax liabilities and an increase in deferred tax liabilities, and the impacts could be material. Additionally, we anticipate that these provisions will enhance cash flows in the near term due to the deferral of tax payments. We will continue to assess the implications of the OBBB and will provide further disclosures in subsequent reporting periods as necessary.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

(16) 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 $2 and $1 for the three months ended June 30, 2025 and 2024, respectively, and $3 and $2 during the six months ended June 30, 2025 and 2024, respectively.

Segment revenue and gross profit were as follows during the period presented:


	For the Three Months Ended June 30, 2025
	SiriusXM		Pandora and Off-platform		Total
Revenue
Subscriber revenue	$	1,499	$	130	$	1,629
Advertising revenue	38		394		432
Other revenue	77		—		77
Total revenue	1,614		524		2,138
Cost of services
Revenue share and royalties	(391)		(331)		(722)
Programming and content (a)	(128)		(13)		(141)
Other (a)(b)	(129)		(26)		(155)
Total cost of services	(648)		(370)		(1,018)
Segment gross profit	$	966	$	154	$	1,120

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:


	For the Three Months Ended June 30, 2025
Segment Gross Profit	$	1,120
Subscriber acquisition costs	(107)
Sales and marketing (a)	(173)
Product and technology (a)	(48)
General and administrative (a)	(152)
Depreciation and amortization	(121)
Share-based payment expense	(47)
Impairment, restructuring and other costs	(107)
Total other expense	(101)
Consolidated income before income taxes	$	264

(a) Share-based payment expense of $13 related to cost of services, $12 related to sales and marketing, $8 related to product and technology and $14 related to general and administrative has been excluded for the three months ended June 30, 2025.

(b) SiriusXM other costs of services related to customer service and billing of $90, transmission costs of $37 and cost of equipment of $2. Pandora and Off-platform other costs of services related to customer service and billing of $19 and transmission costs of $7.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)


	For the Three Months Ended June 30, 2024
	SiriusXM		Pandora and Off-platform		Total
Revenue
Subscriber revenue	$	1,520	$	138	$	1,658
Advertising revenue	43		400		443
Other revenue	77		—		77
Total revenue	1,640		538		2,178
Cost of services
Revenue share and royalties	(391)		(317)		(708)
Programming and content (c)	(127)		(12)		(139)
Other (c)(d)	(136)		(29)		(165)
Total cost of service	(654)		(358)		(1,012)
Segment gross profit	$	986	$	180	$	1,166

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:


	For the Three Months Ended June 30, 2024
Segment Gross Profit	$	1,166
Subscriber acquisition costs	(92)
Sales and marketing (c)	(217)
Product and technology (c)	(60)
General and administrative (c)	(101)
Depreciation and amortization	(156)
Share-based payment expense	(48)
Impairment, restructuring and other costs	(21)
Total other expense	(41)
Consolidated income before income taxes	$	430

(c) Share-based payment expense of $11 related to cost of services, $11 related to sales and marketing, $11 related to product and technology and $15 related to general and administrative has been excluded for the three months ended June 30, 2024.

(d) SiriusXM other costs of services related to customer service and billing of $86, transmission costs of $48 and cost of equipment of $2. Pandora and Off-platform other costs of services related to customer service and billing of $21 and transmission costs of $8.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)


	For the Six Months Ended June 30, 2025
	SiriusXM		Pandora and Off-platform		Total
Revenue
Subscriber revenue	$	2,969	$	262	$	3,231
Advertising revenue	77		749		826
Other revenue	149		—		149
Total revenue	3,195		1,011		4,206
Cost of services
Revenue share and royalties	(770)		(639)		(1,409)
Programming and content (e)	(257)		(28)		(285)
Other (e)(f)	(265)		(51)		(316)
Total cost of services	(1,292)		(718)		(2,010)
Segment gross profit	$	1,903	$	293	$	2,196

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:


	For the Six Months Ended June 30, 2025
Segment Gross Profit	$	2,196
Subscriber acquisition costs	(207)
Sales and marketing (e)	(349)
Product and technology (e)	(111)
General and administrative (e)	(260)
Depreciation and amortization	(265)
Share-based payment expense	(97)
Impairment, restructuring and other costs	(155)

Total other expense	(219)
Consolidated income before income taxes	$	533

(e) Share-based payment expense of $25 related to cost of services, $26 related to sales and marketing, $18 related to product and technology and $28 related to general and administrative has been excluded for the six months ended June 30, 2025.

(f) SiriusXM other costs of services related to customer service and billing of $183, transmission costs of $78 and cost of equipment of $4. Pandora and Off-platform other costs of services related to customer service and billing of $37 and transmission costs of $14.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)


	For the Six Months Ended June 30, 2024
	Sirius XM		Pandora and Off-platform		Total
Revenue
Subscriber revenue	$	3,067	$	271	$	3,338
Advertising revenue	83		762		845
Other revenue	157		—		157
Total revenue	3,307		1,033		4,340
Cost of services
Revenue share and royalties	(786)		(625)		(1,411)
Programming and content (g)	(260)		(28)		(288)
Other (g)(h)	(283)		(56)		(339)
Total cost of services	(1,329)		(709)		(2,038)
Segment gross profit	$	1,978	$	324	$	2,302

The reconciliation between reportable segment gross profit to consolidated income before income tax is as follows:


	For the Six Months Ended June 30, 2024
Segment Gross Profit	$	2,302
Subscriber acquisition costs	(182)
Sales and marketing (g)	(434)
Product and technology (g)	(134)
General and administrative (g)	(212)
Depreciation and amortization	(311)
Share-based payment expense	(96)
Impairment, restructuring and other costs	(53)

Total other expense	(141)
Consolidated income before income taxes	$	739

(g) Share-based payment expense of $22 related to cost of services, $23 related to sales and marketing, $23 related to product and technology and $28 related to general and administrative has been excluded for the six months ended June 30, 2024.

(h) SiriusXM other costs of services related to customer service and billing of $182, transmission costs of $96 and cost of equipment of $5. Pandora and Off-platform other costs of services related to customer service and billing of $40 and transmission costs of $16.

A measure of segment assets is not currently provided to our Chief Executive Officer, who serves as our chief operating decision maker, and has therefore not been provided.

As of June 30, 2025, long-lived assets were predominantly located in the United States. No individual foreign country represented a material portion of our consolidated revenue during the three and six months ended June 30, 2025 and 2024.

(17)Subsequent Events

Capital Return Program

On July 23, 2025, 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 27, 2025 to stockholders of record as of the close of business on August 8, 2025.

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SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(UNAUDITED)

(Dollars and shares in millions, except per share amounts or otherwise stated)

For the period from July 1, 2025 to July 29, 2025, we repurchased less than 1 shares of our common stock on the open market for an aggregate purchase price of $7, including fees and commissions.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with the accompanying unaudited consolidated financial statements and the notes thereto. All amounts referenced in this section are in millions, except subscriber amounts are in thousands and per subscriber and per installation amounts are in ones, unless otherwise stated.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For example, these forward-looking statements may include, among other things, statements about our outlook and our future results of operations and financial condition; share repurchase plans; the impact of economic and market conditions; and the impact of recent acquisitions. Any statements about our beliefs, plans, objectives, expectations, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection” and “outlook” or the negative version of these words or phrases or other comparable words or phrases. Forward-looking statements are subject to risks and uncertainties, including those identified below, which could cause actual results to differ materially from such statements. Although we believe that our plans, intentions and expectations reflected in, or suggested by, such forward-looking statements are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved. There may also be other risks that we are unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements to reflect events or circumstances after the date on which the statement is made, to reflect the occurrence of unanticipated events or otherwise, except as required by law.

Among the significant factors that could cause our actual results to differ materially from those expressed in the forward-looking statements are:

Risks Relating to our Business and Operations:

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

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

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

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

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

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

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

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

Risks Relating to our SiriusXM Business:

•changing consumer behavior and new technologies relating to our satellite radio business may reduce our subscribers and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us;

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

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

•our business depends in part upon the auto industry;

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

•failure of our satellites would significantly damage our business; and

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•our SiriusXM service may experience harmful interference from wireless operations.

Risks Relating to our Pandora and Off-platform Business:

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

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

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

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

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

•if we fail to accurately predict and play music, comedy or other content that our Pandora listeners enjoy, we may fail to retain existing and attract new listeners.

Risks Relating to Laws and Governmental Regulations:

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

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

•failure to comply with FCC requirements could damage our business;

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

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

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

•if we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions and private litigation and our reputation could suffer;

•we use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability and adversely affect our results of operations; and

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

Risks Associated with Certain Intellectual Property Rights:

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

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

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

•failure to protect our intellectual property or actions by third parties to enforce their intellectual property rights could substantially harm our business and operating results; and

•some of our services and technologies use “open source” software, which may restrict how we use or distribute our services or require that we release the source code subject to those licenses.

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;

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

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

•our ability to incur additional indebtedness to fund our operations could be limited, which could negatively impact our operations.

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Risks Related to the Transactions:

•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;

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

•we have assumed and are responsible for all of the liabilities attributed to the Liberty SiriusXM Group as a result of the completion of the Transactions, and acquired the assets of SplitCo on an “as is, where is” basis;

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

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

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

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

Other Operational Risks:

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

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

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

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

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

Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this Quarterly Report on Form 10-Q and “Part I—Item 1A—Risk Factors” and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K, in each case as updated by the Company’s reports and filings with the SEC.

Executive Summary

Liberty Media Transactions

Sirius XM Holdings Inc., the reporting company under this Quarterly Report on Form 10-Q, is the product of a series of transactions that closed on Monday, September 9, 2024.

On September 6, 2024, Sirius XM Radio LLC, our wholly owned subsidiary, converted from a Delaware corporation to a Delaware limited liability company.

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Any references to the “Company,” “we,” “us,” or “ours” refers to Sirius XM Holdings Inc. and its consolidated subsidiaries following the Transactions.

We operate two complementary audio entertainment businesses - one of which it refers to as “SiriusXM” and the second of which it refers to as “Pandora and Off-platform”.

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, hosted 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. Satellite radios are primarily distributed through automakers, retailers and SiriusXM’s website. Additionally, our user interface, “360L,” integrates satellite and streaming services into a seamless in-vehicle entertainment experience.

The primary source of revenue from the SiriusXM business is subscription fees, with most of its 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. As of June 30, 2025, the SiriusXM business had approximately 32.8 million subscribers.

In addition to the audio entertainment businesses, we provide connected vehicle services to several automakers. 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.

Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics.

Pandora and Off-platform

Our Pandora and Off-platform business operates a music, comedy and podcast streaming platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, car speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists and podcasts as well as search and play songs and albums on-demand. Pandora 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). As of June 30, 2025, Pandora had approximately 42.7 million monthly active users and 5.7 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. Our Pandora and Off-platform business also sells advertising on other audio platforms and in widely distributed podcasts, which we consider to be off-platform services.

Sirius XM also sells advertising on other audio platforms and in widely-distributed podcasts, which it considers to be off-platform services. Sirius XM 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. 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.

The information contained in this Quarterly Report on Form 10-Q represents a combination of the historical information of SplitCo (now renamed Sirius XM Holdings Inc.) prior to the Merger Effective Time and Old Sirius.

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Results of Operations - June 30, 2025 and 2024

Set forth below are our results of operations for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024. The results of operations are presented for each of our reporting segments for revenue and cost of services and on a consolidated basis for all other items.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,				2025 vs 2024 Change
									Three Months				Six Months
(in millions)	2025		2024		2025		2024		Amount		%		Amount		%
Revenue
SiriusXM:
Subscriber revenue	$	1,499	$	1,520	$	2,969	$	3,067	$	(21)	(1)	%	$	(98)	(3)	%
Advertising revenue	38		43		77		83		(5)		(12)	%	(6)		(7)	%
Equipment revenue	46		47		87		97		(1)		(2)	%	(10)		(10)	%
Other revenue	31		30		62		60		1		3	%	2		3	%
Total Sirius XM revenue	1,614		1,640		3,195		3,307		(26)		(2)	%	(112)		(3)	%
Pandora and Off-platform:
Subscriber revenue	130		138		262		271		(8)		(6)	%	(9)		(3)	%
Advertising revenue	394		400		749		762		(6)		(2)	%	(13)		(2)	%
Total Pandora and Off-platform revenue	524		538		1,011		1,033		(14)		(3)	%	(22)		(2)	%
Total revenue	2,138		2,178		4,206		4,340		(40)		(2)	%	(134)		(3)	%
Cost of services
SiriusXM:
Revenue share and royalties	391		391		770		786		—		—	%	(16)		(2)	%
Programming and content	137		135		274		275		2		1	%	(1)		—	%
Customer service and billing	92		87		186		184		5		6	%	2		1	%
Transmission	38		49		80		99		(11)		(22)	%	(19)		(19)	%
Cost of equipment	2		2		4		5		—		—	%	(1)		(20)	%
Total Sirius XM cost of services	660		664		1,314		1,349		(4)		(1)	%	(35)		(3)	%
Pandora and Off-platform:
Revenue share and royalties	331		317		639		625		14		4	%	14		2	%
Programming and content	14		13		30		30		1		8	%	—		—	%
Customer service and billing	19		21		37		40		(2)		(10)	%	(3)		(8)	%
Transmission	7		8		15		16		(1)		(13)	%	(1)		(6)	%
Total Pandora and Off-platform cost of services	371		359		721		711		12		3	%	10		1	%
Total cost of services	1,031		1,023		2,035		2,060		8		1	%	(25)		(1)	%
Subscriber acquisition costs	107		92		207		182		15		16	%	25		14	%
Sales and marketing	185		228		375		457		(43)		(19)	%	(82)		(18)	%
Product and technology	56		71		129		157		(15)		(21)	%	(28)		(18)	%
General and administrative	166		116		288		240		50		43	%	48		20	%
Depreciation and amortization	121		156		265		311		(35)		(22)	%	(46)		(15)	%
Impairment, restructuring and other costs	107		21		155		53		86		410	%	102		192	%

Total operating expenses	1,773		1,707		3,454		3,460		66		4	%	(6)		—	%
Income from operations	365		471		752		880		(106)		(23)	%	(128)		(15)	%
Other income (expense), net
Interest expense	(116)		(126)		(233)		(255)		10		8	%	22		9	%

Other income, net	15		85		14		114		(70)		(82)	%	(100)		(88)	%
Total other expense	(101)		(41)		(219)		(141)		(60)		(146)	%	(78)		(55)	%
Income before income taxes	264		430		533		739		(166)		(39)	%	(206)		(28)	%
Income tax expense	(59)		(76)		(124)		(144)		17		22	%	20		14	%
Net income	$	205	$	354	$	409	$	595	$	(149)	(42)	%	$	(186)	(31)	%

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SiriusXM Revenue

SiriusXM Subscriber Revenue includes fees charged for self-pay and paid promotional subscriptions, U.S. Music Royalty Fees and other ancillary fees.

For the three months ended June 30, 2025 and 2024, subscriber revenue was $1,499 and $1,520, respectively, a decrease of 1%, or $21. For the six months ended June 30, 2025 and 2024, subscriber revenue was $2,969 and $3,067, respectively, a decrease of 3%, or $98. The decreases were primarily attributed to a reduction in self-pay revenue resulting from a decline in the average number of subscribers. The six month period was also impacted by lower Average Revenue Per User (“ARPU”) driven by an increase in subscribers on self-pay promotional plans, partially offset by rate increases on certain self-pay plans.

We expect SiriusXM subscriber revenues to remain relatively flat.

SiriusXM Advertising Revenue includes the sale of advertising on Sirius XM’s non-music channels.

For the three months ended June 30, 2025 and 2024, advertising revenue was $38 and $43, respectively, a decrease of 12%, or $5. For the six months ended June 30, 2025 and 2024, advertising revenue was $77 and $83, respectively, a decrease of 7%, or $6. The decreases were primarily due to lower advertising demand for news and comedy channels.

We expect our SiriusXM advertising revenue to grow as we continue to leverage co-selling initiatives across our brands and platforms.

SiriusXM Equipment Revenue includes revenue and royalties from the sale of satellite radios, components and accessories.

For the three months ended June 30, 2025 and 2024, equipment revenue was $46 and $47, respectively, a decrease of 2% or $1. For the six months ended June 30, 2025 and 2024, equipment revenue was $87 and $97, respectively, a decrease of 10%, or $10. The decreases were driven by a transition to higher cost next generation chipsets and lower chipset production.

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. In addition, if the imposition of tariffs by the United States government causes automakers to decrease production, we would expect equipment revenue to decline.

SiriusXM Other Revenue includes service fee revenue from Sirius XM Canada, revenue from our connected vehicle services and ancillary revenues.

For the three months ended June 30, 2025 and 2024, other revenue was $31 and $30, respectively, an increase of 3%, or $1. For the six months ended June 30, 2025 and 2024, other revenue was $62 and $60, respectively, an increase of 3%, or $2. The increase for the three month period was driven by higher service fee revenue from Sirius XM Canada. The increase for the six month period was driven by one-time license fees.

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 three months ended June 30, 2025 and 2024, Pandora and Off-platform subscriber revenue was $130 and $138, respectively, a decrease of 6%, or $8. For the six months ended June 30, 2025 and 2024, Pandora and Off-platform subscriber revenue was $262 and $271, respectively, a decrease of 3%, or $9. The decreases were driven by a decline in the subscriber base, partially offset by rate increases on Pandora subscription plans.

We anticipate a decline in Pandora and Off-platform subscriber revenues primarily driven by a reduction in the average number of subscribers.

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Pandora and Off-platform Advertising Revenue is generated primarily from audio, display and video advertising from on-platform and off-platform advertising.

For the three months ended June 30, 2025 and 2024, Pandora and Off-platform advertising revenue was $394 and $400, respectively, a decrease of 2%, or $6. For the six months ended June 30, 2025 and 2024, Pandora and Off-platform advertising revenue was $749 and $762, respectively, a decrease of 2%, or $13. The decreases were primarily driven by reduced advertiser demand in streaming music, partially offset by revenue generated from podcasts and higher tech fees.

We expect Pandora and Off-platform advertising revenue to slightly increase due to growth in off-platform monetization, including through podcasts, as well as higher technology fees.

Total Revenue

Total Revenue for the three months ended June 30, 2025 and 2024 was $2,138 and $2,178, respectively, a decrease of 2%, or $40. Total Revenue for the six months ended June 30, 2025 and 2024 was $4,206 and $4,340, respectively, a decrease of 3%, or $134.

SiriusXM Cost of Services

SiriusXM Cost of Services includes revenue share and royalties, programming and content, customer service and billing, and transmission expenses.

SiriusXM Revenue Share and Royalties include royalties for transmitting content, including streaming royalties, as well as revenue share agreements with automakers, content providers and advertisers.

For each of the three months ended June 30, 2025 and 2024, revenue share and royalties were $391 and increased as a percentage of total SiriusXM revenue. For the six months ended June 30, 2025 and 2024, revenue share and royalties were $770 and $786, respectively, a decrease of 2%, or $16, but increased as a percentage of total SiriusXM revenue. The decrease for the six month period was driven by lower subscription revenue, partially offset by higher webcasting per play rate.

We expect our SiriusXM revenue share and royalty costs to remain flat as a percentage of revenue.

SiriusXM Programming and Content includes costs to acquire, create, promote and produce content. We have entered into agreements with third parties for music and non-music programming that require us to pay license fees and other amounts.

For the three months ended June 30, 2025 and 2024, programming and content expenses were $137 and $135, respectively, an increase of 1%, or $2, and increased as a percentage of total SiriusXM revenue. For the six months ended June 30, 2025 and 2024, programming and content expenses were $274 and $275, respectively, a decrease of less than 1%, or $1, but increased as a percentage of total SiriusXM revenue. The increase for the three-month period was driven by higher production and personnel-related costs. The decrease for the six-month period was driven by lower license fees, partially offset by higher production and personnel-related costs.

We expect our SiriusXM programming and content expenses to remain relatively flat.

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 three months ended June 30, 2025 and 2024, customer service and billing expenses were $92 and $87, respectively, an increase of 6%, or $5, and increased as a percentage of total SiriusXM revenue. For the six months ended June 30, 2025 and 2024, customer service and billing expenses were $186 and $184, respectively, an increase of 1%, or $2, and increased as a percentage of total SiriusXM revenue. The increases were driven by higher data center and transaction costs, partially offset by lower call center costs and bad debt expense.

We expect our SiriusXM 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 costs.

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SiriusXM Transmission consists of costs associated with the operation and maintenance of our terrestrial repeater networks; satellites; satellite telemetry, tracking and control systems; satellite uplink facilities; studios and delivery of our Internet and 360L streaming and connected vehicle services.

For the three months ended June 30, 2025 and 2024, transmission expenses were $38 and $49, respectively, a decrease of 22%, or $11, and decreased as a percentage of total SiriusXM revenue. For the six months ended June 30, 2025 and 2024, transmission expenses were $80 and $99, respectively, a decrease of 19%, or $19, and decreased as a percentage of total SiriusXM revenue. The decreases were driven primarily by lower hosting costs associated with our streaming platform.

We expect our SiriusXM transmission expenses to decrease slightly due to lower rates and efficiencies, despite higher 360L subscribers; partially offset by higher satellite insurance costs.

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.

For each of the three months ended June 30, 2025 and 2024, cost of equipment was $2, which remained unchanged in absolute terms but increased as a percentage of total SiriusXM revenue. For the six months ended June 30, 2025 and 2024, cost of equipment was $4 and $5, respectively, a decrease of 20%, or $1, and decreased as a percentage of total SiriusXM revenue. The decrease for the six month period was driven by lower component sales.

We expect our SiriusXM cost of equipment to remain relatively flat.

Pandora and Off-platform Cost of Services

Pandora and Off-platform Cost of Services includes revenue share and royalties, programming and content, customer service and billing and transmission expenses.

Pandora and Off-platform Revenue Share and Royalties includes licensing fees paid for streaming music, podcast content, and revenue share paid to third party publishers. Payments are made based on advertising impressions delivered or click-through actions, and these costs are recorded in the related period.

For the three months ended June 30, 2025 and 2024, revenue share and royalties were $331 and $317, respectively, an increase of 4%, or $14, and increased as a percentage of total Pandora and Off-platform revenue. For the six months ended June 30, 2025 and 2024, revenue share and royalties were $639 and $625, respectively, an increase of 2%, or $14, and increased as a percentage of total Pandora and Off-platform revenue. The increases were driven by podcast revenue share, partially offset by lower subscription revenue from 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 three months ended June 30, 2025 and 2024, programming and content expenses were $14 and $13, respectively, an increase of 8%, or $1, and increased as a percentage of total Pandora and Off-platform revenue. For each of the six months ended June 30, 2025 and 2024, programming and content expenses were $30, but increased as a percentage of total Pandora and Off-platform revenue. The increase for the three-month period was primarily attributable to higher podcast programming costs.

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.

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For the three months ended June 30, 2025 and 2024, customer service and billing expenses were $19 and $21, respectively, a decrease of 10%, or $2, and decreased as a percentage of total Pandora and Off-platform revenue. For the six months ended June 30, 2025 and 2024, customer service and billing expenses were $37 and $40, respectively, a decrease of 8%, or $3, and decreased as a percentage of total Pandora and Off-platform revenue. The decreases were primarily driven by lower transaction fees.

We expect our Pandora and Off-platform customer service and billing costs to remain relatively flat.

Pandora and Off-platform Transmission includes costs associated with content streaming, maintaining our streaming radio and on-demand subscription services and creating and serving advertisements through third-party ad servers.

For the three months ended June 30, 2025 and 2024, Pandora and Off-Platform transmission expenses were $7 and $8, respectively, a decrease of 13%, or $1, and decreased as a percentage of total Pandora and Off-platform revenue. For the six months ended June 30, 2025 and 2024, Pandora and Off-Platform transmission expenses were $15 and $16, respectively, a decrease of 6%, or $1, and decreased as a percentage of total Pandora and Off-platform revenue. The decreases were driven by lower bandwidth costs.

We expect our Pandora and Off-platform transmission costs to increase due to higher hosting costs associated with increased AdsWizz platform fee revenue.

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. The majority of subscriber acquisition costs are incurred and expensed in advance of acquiring a subscriber. Subscriber acquisition costs do not include advertising costs, marketing, loyalty payments to distributors and dealers of satellite radios or revenue share payments to automakers and retailers of satellite radios.

For the three months ended June 30, 2025 and 2024, subscriber acquisition costs were $107 and $92, respectively, an increase of 16%, or $15, and increased as a percentage of total revenue. For the six months ended June 30, 2025 and 2024, subscriber acquisition costs were $207 and $182, respectively, an increase of 14%, or $25, and increased as a percentage of total revenue. The increases were primarily driven by contractual changes with certain automakers, partially offset by lower volume during the six month period.

We expect subscriber acquisition costs to rise due to increased penetration with certain automakers and higher subsidies and other incentives offered to induce automakers to include our latest technology in a greater percentage of their vehicles. However, if the imposition of tariffs by the United States government causes automakers to decrease production, we would expect subscriber acquisition costs to decline.

Sales and Marketing includes costs for marketing, advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing; and personnel related costs including salaries, commissions, and sales support. Marketing costs include expenses related to direct mail, outbound telemarketing, email communications, social media, television and streaming performance media and third party promotional offers.

For the three months ended June 30, 2025 and 2024, sales and marketing expenses were $185 and $228, respectively, a decrease of 19%, or $43, and decreased as a percentage of total revenue. For the six months ended June 30, 2025 and 2024, sales and marketing expenses were $375 and $457, respectively, a decrease of 18%, or $82, and decreased as a percentage of total revenue. The decreases were primarily due to lower brand, streaming and in-car marketing as well as personnel-related costs.

We expect sales and marketing expenses to increase due to an increase in our paid media and in-car marketing.

Product and Technology consists primarily of compensation and related costs to develop chipsets and new products and services, including streaming and connected vehicle services, research and development for broadcast information systems and the design and development costs to incorporate Sirius XM radios into new vehicles manufactured by automakers.

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For the three months ended June 30, 2025 and 2024, product and technology expenses were $56 and $71, respectively, a decrease of 21%, or $15, and decreased as a percentage of total revenue. For the six months ended June 30, 2025 and 2024, product and technology expenses were $129 and $157, respectively, a decrease of 18%, or $28, and decreased as a percentage of total revenue. The decreases were primarily driven by lower personnel-related and hosting costs. The six month period was also impacted by higher capitalized personnel-related 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.

For the three months ended June 30, 2025 and 2024, general and administrative expenses were $166 and $116, respectively, an increase of 43%, or $50, and increased as a percentage of total revenue. For the six months ended June 30, 2025 and 2024, general and administrative expenses were $288 and $240, respectively, an increase of 20%, or $48, and increased as a percentage of total revenue. The increases were primarily driven by higher legal costs, including amounts associated with a settlement reserve for certain litigation matters of $28 which is expected to be paid in 2026, and personnel-related costs as well as lower insurance recoveries, partially offset by the elimination of Former Parent operating costs. The increase for the six month period was partially offset by certain state tax litigation recoveries recorded during the first three months of 2025.

We expect our general and administrative expenses, excluding the impact of any past or future litigation insurance recoveries and settlement reserves, to remain relatively flat.

Depreciation and Amortization reflects the allocation of the costs of assets used in operations such as our satellite constellations, property, equipment and intangible assets over their estimated service lives.

For the three months ended June 30, 2025 and 2024, depreciation and amortization expense was $121 and $156, respectively. For the six months ended June 30, 2025 and 2024, depreciation and amortization expense was $265 and $311, respectively. The decreases were primarily associated with certain assets that reached the end of their useful lives.

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.

For the three months ended June 30, 2025 and 2024, impairment, restructuring and other costs were $107 and $21, respectively. For the six months ended June 30, 2025 and 2024, impairment, restructuring and other costs were $155 and $53, 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. During the three months ended June 30, 2024, we recorded costs associated with the Transactions of $18, and a charge of $3 primarily related to severance and other related costs. During the six months ended June 30, 2024, we recorded costs associated with the Transactions of $37, a charge of $15 associated with severance and other employee costs, and impairments, primarily related to terminated software projects and vacated office space of $1.

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Other (Expense) Income

Interest Expense represents the cost of interest on outstanding debt.

For the three months ended June 30, 2025 and 2024, interest expense was $116 and $126, respectively. For the six months ended June 30, 2025 and 2024, interest expense was $233 and $255, respectively. The decreases were driven by a lower average outstanding debt balance.

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.

For the three months ended June 30, 2025 and 2024, other income, net was $15 and $85, respectively. For the six months ended June 30, 2025 and 2024, other income, net was $14 and $114, respectively. During the three and six months ended June 30, 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. During the three and six months ended June 30, 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.

Income Taxes

Income Tax Expense includes the change in our deferred tax assets, current federal and state tax expenses and foreign withholding taxes.

For the three months ended June 30, 2025 and 2024, income tax expense was $59 and $76, respectively. For the six months ended June 30, 2025 and 2024, income tax expense was $124 and $144, respectively.

Our effective tax rate for the three months ended June 30, 2025 and 2024 was 22.3% and 17.7%, respectively. Our effective tax rate for the six months ended June 30, 2025 and 2024 was 23.3% and 19.5%, respectively. The effective tax rate for the three months and six months ended June 30, 2025 was primarily driven by federal and state income tax expense and tax losses related to share-based compensation, partially offset by certain tax credits. The effective tax rate for the three and six months ended June 30, 2024 was primarily impacted by the effect of federal and state income tax expense, partially offset by benefits related to certain tax credits.

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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. We also present certain operating performance measures. Our adjusted EBITDA excludes the impact of share-based payment expense. Additionally, when applicable, our adjusted EBITDA metric excludes the effect of significant items that do not relate to the on-going performance of our business. We use these Non-GAAP financial and operating performance measures to manage our business, to set operational goals and as a basis for determining performance-based compensation for our employees. See the accompanying Glossary for more details and for the reconciliation to the most directly comparable GAAP measure (where applicable).

We believe these Non-GAAP financial and operating performance measures provide useful information to investors regarding our financial condition and results of operations. We believe these Non-GAAP financial and operating performance measures may be useful to investors in evaluating our core trends because they provide a more direct view of our underlying costs. We believe investors may use our adjusted EBITDA to estimate our current enterprise value and to make investment decisions. We believe free cash flow provides useful supplemental information to investors regarding our cash available for future subscriber acquisitions and capital expenditures, to repurchase or retire debt, to acquire other companies and our ability to return capital to stockholders. By providing these Non-GAAP financial and operating performance measures, together with the reconciliations to the most directly comparable GAAP measure (where applicable), we believe we are enhancing investors' understanding of our business and our results of operations.

Our Non-GAAP financial measures should be viewed in addition to, and not as an alternative for or superior to, our reported results prepared in accordance with GAAP. In addition, our Non-GAAP financial measures may not be comparable to similarly-titled measures by other companies. 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. Subscribers to the Cloud Cover music programming service are now included in Pandora's subscriber count.

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Set forth below are our subscriber balances as of June 30, 2025 compared to June 30, 2024.


	As of June 30,		2025 vs 2024 Change
(subscribers in thousands)	2025	2024		Amount	%
SiriusXM
Self-pay subscribers	31,275	31,484		(209)	(1)	%
Paid promotional subscribers	1,522	1,773		(251)	(14)	%
Ending subscribers	32,797	33,257		(460)	(1)	%

Sirius XM Canada subscribers	2,521	2,586		(65)	(3)	%

Pandora and Off-platform
Monthly active users - all services	42,684	45,129		(2,445)	(5)	%
Self-pay subscribers	5,706	5,951		(245)	(4)	%

The following table contains our Non-GAAP financial and operating performance measures which are based on our adjusted results of operations for the three and six months ended June 30, 2025 and 2024.


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						2025 vs 2024 Change
													Three Months				Six Months
(subscribers in thousands)	2025			2024			2025			2024				Amount			%		Amount			%
SiriusXM
Self-pay subscribers	(68)			(100)			(371)			(458)				32			32	%	87			19	%
Paid promotional subscribers	2			(73)			(58)			(160)				75			103	%	102			64	%
Net additions	(66)			(173)			(429)			(618)				107			62	%	189			31	%
Weighted average number of subscribers	32,735			33,290			32,828			33,419				(555)			(2)	%	(591)			(2)	%
Average self-pay monthly churn	1.5		%	1.5		%	1.5		%	1.6		%		—		%	—	%	(0.1)		%	(6)	%
ARPU (1)	$	15.22		$	15.24		$	15.04		$	15.30			$	(0.02)		—	%	$	(0.26)		(2)	%
SAC, per installation	$	18.04		$	13.85		$	18.43		$	13.20			$	4.19		30	%	$	5.23		40	%

Pandora and Off-platform

SIRIUS XM HOLDINGS INC. 10-Q