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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 5, 2026
SIRIUS XM HOLDINGS INC.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
001-34295 |
93-4680139 |
(State or other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| 1221 Avenue of the Americas, 35th Floor, New York, NY |
| (Address
of Principal Executive Offices) |
| |
| 10020 |
| (Zip
Code) |
| Registrant's
telephone number, including area code: (212)
584-5100 |
| |
| Former name or former address, if
changed since last report: Not Applicable |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
On March 5, 2026, Sirius XM Radio LLC (“SiriusXM”),
a subsidiary of Sirius XM Holdings Inc. (the “Company,” “we,” “us” or “our”), settled
its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 3.125% Senior Notes due
2026 (the “3.125% Notes”).
A total of approximately $498.9 million (49.89%)
of 3.125% Notes were purchased in the Tender Offer on March 5, 2026. A portion of the net proceeds from the issuance of SiriusXM’s
5.875% Senior Notes due 2032 on March 4, 2026 (the “5.875% Notes”) were used to fund the Tender Offer. As of March 5, 2026
after giving effect to the settlement of the Tender Offer, $501.1 million aggregate principal amount of 3.125% Notes were outstanding.
On March 10, 2026, SiriusXM deposited with U.S.
Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”)
under the Indenture, dated as of August 16, 2021 (as amended or supplemented as of the date hereof, the “3.125% Notes Indenture”),
among SiriusXM, the guarantors party thereto and the Trustee, sufficient funds in U.S. treasuries to pay the outstanding principal amount
and accrued interest to the maturity date of the 3.125% Notes and satisfy and discharge the 3.125% Notes and the related note guarantees
and the 3.125% Notes Indenture and the obligations of SiriusXM and the guarantors thereunder (the “Satisfaction and Discharge”).
A portion of the net proceeds from the issuance of SiriusXM’s 5.875% Notes were used to fund the Satisfaction and Discharge. Upon
completion of the Satisfaction and Discharge, the 3.125% Notes and the related note guarantees and the 3.125% Notes Indenture and the
obligations of SiriusXM and the guarantors thereunder were discharged and ceased to have further effect (except those provisions of the
3.125% Notes Indenture which the 3.125% Notes Indenture expressly specifies will survive satisfaction and discharge).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIRIUS XM HOLDINGS INC. |
|
| |
|
|
| By: |
/s/ Eve Konstan |
|
| |
Eve Konstan
Executive Vice President, Chief Legal Officer and Secretary |
|
Dated: March 10, 2026
