Sirius XM Holdings reports Q3 2026 results

Item 2.02 Results of Operations and Financial Condition

On October 29, 2026 , Sirius XM Holdings Inc. reported its financial and operating results for the three and nine months ended September 30, 2026.¹ These results are discussed in the press release attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.²

Item 7.01 Regulation FD Disclosure

A reconciliation of the unaudited consolidated financial statements of Sirius XM Holdings Inc. and its subsidiary, Sirius XM Radio LLC, showing the variances between the consolidated balance sheets and consolidated statements of operations for the two entities for the period ended September 30, 2026, will be posted on its website at investor.siriusxm.com.⁶ Sirius XM Radio LLC is furnishing this information in order to comply with the reporting obligations in the indentures governing its outstanding notes.

* * *

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K, as applicable, and shall 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 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 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description of Exhibit

99.1 Press release dated October 29, 2026.⁷

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/ Eve Konstan

Eve Konstan

Executive Vice President, Chief Legal Officer and Secretary

Dated: October 29, 2026

Sirius XM Holdings Reports Third Quarter 2026 Results and Raises Full-Year Financial Guidance

• Third Quarter Consolidated Revenue was down slightly year-over-year to $2.15 billion

• Net Income increased 7% to $317 million from the prior year period³

NEW YORK – October 29, 2026 – Sirius XM Holdings announced third quarter 2026 operating and financial results today, reporting revenue of $2.15 billion, down slightly year-over-year, primarily reflecting lower equipment revenue due to higher memory costs. Net income increased 7% to $317 million, while earnings per diluted common share declined 7% to $0.78, from $0.84 in the prior year period³, reflecting the accounting treatment of convertible notes, including adjustments for fair value gains and assumed share dilution.

Adjusted EBITDA grew 3% year-over-year to $694 million in the third quarter, reflecting stable revenue and disciplined expense management, including lower programming expenses, greater automation in customer care and reduced sales and marketing spending. Adjusted EBITDA margin expanded one percentage point year-over-year to 32%. Free cash flow increased 14% year-over-year to $293 million, due to higher adjusted EBITDA, favorable working capital, lower interest expense and reduced capital expenditures.

"Our third-quarter performance reflects the progress we're making in building a stronger, more durable SiriusXM," said Jennifer Witz, Chief Executive Officer. "We're stabilizing our subscriber base, deepening engagement through differentiated content and experiences, and expanding the reach and capabilities of our advertising platform. By consistently enhancing the value of a SiriusXM subscription, we're strengthening customer loyalty and creating more lasting relationships with listeners. At the same time, partnerships like YouTube Audio are expanding our premium advertising inventory and creating new opportunities to connect advertisers with audiences at scale. This momentum gives us the confidence to raise our full-year financial guidance and reinforces our conviction in SiriusXM's long-term value creation."

"Our financial results reflect the increasing efficiency and cash-generating capacity of our business," said Zac Coughlin, Chief Financial Officer. "Disciplined cost management and structural operating improvements drove Adjusted EBITDA growth, margin expansion and stronger profitability in the third quarter. We delivered approximately $1.1 billion in free cash flow for the first nine months of the year, achieved our long-term leverage target and strengthened our financial flexibility. Looking ahead, our more efficient operating model and declining satellite capital expenditures position us to meaningfully accelerate share repurchases in 2027 while continuing to invest in the business and deliver long-term value to shareholders."

1 Non-GAAP financial measure. Refer to page 12 of this earnings release for a reconciliation of the non-GAAP measures to their most directly comparable GAAP measures.

2 Adjusted EBITDA and free cash flow are non-GAAP financial measures. Due to the uncertainty around special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end, we cannot reconcile expected Adjusted EBITDA and free cash flow to their most directly comparable financial measures under GAAP without unreasonable effort.

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BUSINESS AND PROGRAMMING HIGHLIGHTS

SiriusXM continues to advance its strategy of being a home for fandom, deepening subscriber engagement and loyalty through differentiated content, exclusive experiences and enhanced discovery. Third-quarter average listening time increased approximately 5% year-over-year, with growth across all subscriber tenure groups, reflecting both new content discovery and deeper engagement with familiar favorites. These trends reinforce the value of SiriusXM's differentiated programming in strengthening listening habits and long-term subscriber loyalty. The company's 360L experience and streaming app continue to support engagement, with year-to-date SiriusXM app trends on pace to achieve the highest average listening time and most active days per listener since the new app launched in late 2023.

SiriusXM's exclusive programming and unparalleled talent relationships are at the heart of its value proposition, creating deeper fan connections and strengthening subscriber loyalty. The Dolly Parton Tribute Channel became the company's most-listened-to artist pop-up channel of 2026, while intimate performances with Shania Twain and John Mayer and special programming featuring Billy Joel and Talking Heads delivered unique fan experiences. Life with John Mayer also became SiriusXM's number one streamed artist channel.

Sports continues to drive engagement and subscription value. Listening to WWE Radio has grown nearly 20% since its July launch and rebrand, while monthly active sports listeners increased 4% year-over-year. SiriusXM also expanded its sports offering with 24 local sports channels, with approximately 22% of its 3