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): February 5 26, 2026

SIRIUS XM HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34295	93-4680139	~~001-34295~~	~~93-4680139~~
(State or other Jurisdictionof Incorporation)			(Commission File Number)	(I.R.S. EmployerIdentification No.)
(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)

~~(Address~~Registrant's oftelephone ~~Principal~~number, ~~Executive~~including ~~Offices~~area code: (212) 584-5100 Former name or former address, if changed since last report: Not Applicable

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))

¨	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

~~Trading symbol(s)~~

~~Name of exchange on which registered~~

Common stock, $0.001 par value

SIRI

The Nasdaq Stock Market LLC

Common Stock, $0.001 per 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. ☐ ¨

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On February 526, 2026, Sirius XM Holdings Inc. (the ~~reported~~“Company,” ~~its~~“we,” ~~financial~~“us” ~~and~~or ~~operating~~“our”) ~~results~~issued ~~for~~a ~~the~~press ~~three~~release ~~and~~announcing ~~twelve~~the ~~months~~commencement of ~~ended~~a ~~December 31,~~private ~~2025.~~offering ~~These~~(the ~~results~~“Offering”) ~~are~~of ~~discussed~~$1,000,000,000 inaggregate ~~the~~principal ~~press~~amount ~~release~~of ~~attached~~Senior ~~hereto~~Notes asdue ~~Exhibit~~2032 ~~99.1,~~(the ~~which~~“Notes”) to isbe ~~incorporated~~issued by ~~reference~~our insubsidiary, ~~its~~Sirius ~~entirety~~XM Radio LLC (“SiriusXM”).

~~Item~~SiriusXM 7intends to use the net proceeds from the Offering, together with cash on hand, to (i) purchase any and all of its 3.01125% ~~Regulation~~Senior FDNotes ~~Disclosure~~due 2026 (the “3.125% Notes”) validly tendered and not validly withdrawn pursuant to SiriusXM’s concurrent cash tender offer for any and all 3.125% Notes (the “Concurrent Tender Offer”) and (ii) to the extent less than all of the aggregate principal amount of the 3.125% Notes are purchased in the Concurrent Tender Offer, redeem or discharge all of the 3.125% Notes not purchased in the Concurrent Tender Offer.

AThe ~~reconciliation~~3.125% ofNotes ~~the~~are ~~audited~~currently ~~consolidated~~redeemable ~~financial~~at ~~statements~~a redemption price of ~~Sirius XM Holdings Inc~~100.000% ~~and~~of ~~its subsidiary, Sirius XM Radio LLC, showing~~ the ~~variances~~principal ~~between~~amount ~~the~~thereof ~~consolidated~~plus ~~balance~~accrued ~~sheets~~ and ~~consolidated~~unpaid ~~statements~~interest ofthereon ~~operations~~to, ~~for~~but ~~the~~excluding, ~~two entities for~~ the ~~period~~redemption date. ~~ended~~As of December 31, 2025, ~~will~~$1,000,0000,000 beaggregate ~~posted~~principal onamount ~~its~~of ~~website at investor~~3.~~siriusxm.com. Sirius~~125% XMNotes ~~Radio~~were ~~LLC is furnishing this information in order to comply with the reporting obligations in the indentures governing its~~ outstanding ~~notes~~.

*On *February 26, *2026, the Company issued a press release announcing that SiriusXM had commenced the Concurrent Tender Offer for any and all of its 3.125% Notes.

~~The~~Copies ~~information~~of inthe ~~this~~press ~~Current~~releases ~~Report~~in onrespect ~~Form~~of ~~8-K,~~the Offering ~~including~~and ~~Exhibit~~the ~~99.1~~Concurrent ~~hereto,~~Tender isOffer ~~being~~are ~~furnished~~attached ~~pursuant~~hereto toas ~~Item 2~~Exhibit 99.021 and ~~Item 7~~99.~~01 of Form 8-K~~2, ~~as applicable~~respectively, and ~~shall~~are not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated herein by reference ~~in any filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing~~.

~~Item~~The 9Notes have not been registered under the Securities Act of 1933, as amended.01 ~~Financial~~The ~~Statements~~Notes may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A and ~~Exhibits~~to non-U.S. persons in offshore transactions in reliance on Regulation S. This Current Report is neither an offer to sell nor a solicitation of an offer to buy any of these securities, including the Notes and the 3.125% Notes, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. This Current Report does not constitute a notice of redemption for, nor an offer to purchase, the 3.125% Notes.

Forward-Looking Statements

This Current Report contains “forward-looking statements” which include, but are not limited to, statements about the expected terms and timing of the Offering and the Concurrent Tender Offer and the intended use of proceeds from the Offering. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Current Report.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press release dated February 5, 2026.
Exhibit Number	Description of Exhibit
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
99.1	Press Release dated February 26, 2026 relating to the Offering.
99.2	Press Release dated February 26, 2026 relating to the Concurrent Tender Offer.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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/ ~~Richard~~Eve N.Konstan ~~Baer~~Eve ~~Richard~~Konstan N.Executive ~~BaerExecutive~~ Vice President, ~~General~~Chief ~~Counsel~~Legal Officer and Secretary

Dated: February 526, 2026

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