SIRIUS XM HOLDINGS INC. 8-K

What Happened
Sirius XM Holdings Inc. announced on February 26, 2026 that its subsidiary Sirius XM Radio LLC commenced a private offering of $1,000,000,000 aggregate principal amount of Senior Notes due 2032. At the same time SiriusXM launched a concurrent cash tender offer to purchase any and all of its outstanding 3.125% Senior Notes due 2026, and said it will use proceeds from the offering (plus cash on hand) to purchase tendered 3.125% Notes and to redeem or otherwise discharge any remaining 3.125% Notes not purchased in the tender offer.

Key Details

• Offering: $1,000,000,000 aggregate principal amount of Senior Notes due 2032 (private placement).
• Tender offer: Concurrent cash offer to buy any and all outstanding 3.125% Senior Notes due 2026.
• Outstanding 3.125% Notes: $1,000,000,000 aggregate principal amount outstanding as of December 31, 2025.
• Redemption terms: Remaining 3.125% Notes (if not purchased) are currently redeemable at 100.000% of principal plus accrued interest to, but excluding, the redemption date.
• Securities treatment: The new Notes are not registered under the Securities Act and will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons in offshore transactions under Regulation S.

Why It Matters
This transaction is a refinancing move: SiriusXM is raising long-term debt (maturing 2032) and concurrently addressing near-term debt maturing in 2026. For investors, the key effects could include changes to the company’s debt maturity profile and interest cost structure (potentially extending maturities), but the filing contains only the transaction mechanics — not final pricing or terms of the new notes. The company also included standard forward-looking statement cautions and noted the offering is not a public sale of the securities.