Sec Form 4 Filing - BARRY THOMAS D @ SIRIUS XM HOLDINGS INC. - 2024-09-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BARRY THOMAS D 2. Issuer Name and Ticker or Trading Symbol SIRIUS XM HOLDINGS INC. [ (SIRI)] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and CFO (Last) (First) (Middle) 1221 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 09/09/2024 (Street) NEW YORK, NY10020 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 09/09/2024 A( 1 ) 62,014 A $ 0 ( 1 ) 682,160 D Common Stock ( 1 ) 09/09/2024 D( 1 ) 620,146 D $ 0 ( 1 ) 62,014 ( 2 ) D Common Stock 1,573 I By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 6.43 09/09/2024 D( 3 ) 293,094 02/02/2023 02/02/2032 Common Stock 293,094 ( 3 ) 0 D Stock Option (Right to Buy) $ 51.4 09/09/2024 A( 3 ) 56,759 02/05/2025( 4 ) 02/05/2034 Common Stock 56,759 ( 3 ) 56,759 D Stock Option (Right to Buy) $ 5.14 09/09/2024 D( 3 ) 567,597 02/05/2025 02/05/2034 Common Stock 567,597 ( 3 ) 0 D Stock Option (Right to Buy) $ 4.99 09/09/2024 D( 3 ) 300,011 02/06/2024 02/06/2033 Common Stock 300,011 ( 3 ) 0 D Stock Option (Right to Buy) $ 49.9 09/09/2024 A( 3 ) 30,001 02/06/2025( 5 ) 02/06/2033 Common Stock 30,001 ( 3 ) 30,001 D Stock Option (Right to Buy) $ 6.95 09/09/2024 D( 3 ) 309,543 02/10/2021 02/10/2030 Common Stock 309,543 ( 3 ) 0 D Stock Option (Right to Buy) $ 5.74 09/09/2024 D( 3 ) 217,530 02/16/2022 02/16/2031 Common Stock 217,530 ( 3 ) 0 D Stock Option (Right to Buy) $ 3.68 09/09/2024 D( 3 ) 417,683 05/02/2024 05/02/2033 Common Stock 417,683 ( 3 ) 0 D Stock Option (Right to Buy) $ 64.3 09/09/2024 A( 3 ) 29,309 09/09/2024( 6 ) 02/02/2032 Common Stock 29,309 ( 3 ) 29,309 D Stock Option (Right to Buy) $ 69.5 09/09/2024 A( 3 ) 30,954 09/09/2024 02/10/2030 Common Stock 30,954 ( 3 ) 30,954 D Stock Option (Right to Buy) $ 57.4 09/09/2024 A( 3 ) 21,753 09/09/2024 02/16/2031 Common Stock 21,753 ( 3 ) 21,753 D Stock Option (Right to Buy) $ 36.8 09/09/2024 A( 3 ) 41,768 09/09/2024( 7 ) 05/02/2033 Common Stock 41,768 ( 3 ) 41,768 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARRY THOMAS D 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020 EVP and CFO Signatures /s/Patrick L. Donnelly, attorney in fact 09/11/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents disposition of common stock of Sirius XM Holdings Inc. ("Old Sirius XM") and acquisition of common stock of Liberty Sirius XM Holdings Inc. ("New Sirius XM") at an exchange rate of ten (10) shares of Old Sirius XM common stock to one (1) New Sirius XM share of common stock, rounded down to the nearest whole share, in connection with the September 9, 2024 merger of Radio Merger Sub, LLC with and into Old Sirius XM, with Old Sirius XM continuing as the surviving company (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of December 11, 2023, as amended (the "Merger Agreement"). Includes the disposition of restricted stock units associated with shares of common stock of Old Sirius XM and acquisition of restricted stock units associated with shares of common stock of New Sirius XM in connection with the Merger. Following the closing of the Merger, New Sirius XM changed its name to Sirius XM Holdings Inc and Old Sirius XM changed its name to Sirius XM Inc. ( 2 )Represents the number of shares of common stock beneficially owned following the transactions described herein. ( 3 )Disposition of options to acquire shares of common stock of Old Sirius XM outstanding prior to the closing of the Merger and the acquisition of options to acquire shares of common stock of New Sirius XM in connection with the Merger. Each ten (10) options to acquire shares of common stock of Old Sirius XM resulted in the issuance of one (1) option to acquire shares of common stock of New Sirius XM, rounded down to the nearest whole option. ( 4 )Approximately one-third of options will vest on each of 2/5/25; 2/5/26 and 2/5/27. ( 5 )Options vest: 10,000 on 2/6/25 and 10,001 on 2/6/26. ( 6 )Options vest: 9,771 on 2/2/2025. ( 7 )Options vest: 13,922 on 5/2/2025 and 13,924 on 5/2/2026.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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