Sirius XM Holdings reports Q3 2026 results

Cover page 3 changes

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FOR THE QUARTERLY PERIOD ENDED JUNE SEPTEMBER 30, 2026

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(Class) (Outstanding as of July 28, October 27, 2026)

Common stock, $0.001 par value 337,066,891 336,486,715 shares

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Financial Statements (unaudited) 5 changes

Consolidated Statements of Operations for the three and six nine months ended June Sept ember 30, 2026 and 2025

Consolidated Statements of Comprehensive Income for the three and six nine months ended June September 30, 2026 and 2025

Consolidated Balance Sheets as of June September 30, 2026 and December 31, 2025

Consolidated Statements of Stockholders' Equity for the three and six nine months ended June September 30, 2026 and 2025

Consolidated Statements of Cash Flows for the six nine months ended June September 30, 2026 and 2025

Exhibits 161 changes

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Subscriber revenue $ 1,638 $ 1,629 $ 3,250 $ 3,231

Advertising revenue 454 432 861 826

Equipment revenue 36 46 77 87

Other revenue 32 31 63 62

Total revenue 2,160 2,138 4,251 4,206

Revenue share and royalties 722 722 1,419 1,409

Programming and content 146 151 296 304

Customer service and billing 110 111 216 223

Transmission 49 45 96 95

Subscriber acquisition costs 109 107 209 207

Sales and marketing 188 185 375 375

For the Three Months Ended June September 30, For the Six Nine Months Ended June September 30, (in millions, except per share data) 2026 2025 2026 2025

Subscriber revenue $ 1,630 $ 1,629 $ 4,880 $ 4,860

Advertising revenue 456 455 1,317 1,281

Equipment revenue 36 43 113 130

Other revenue 31 32 94 94

Total revenue 2,153 2,159 6,404 6,365

Revenue share and royalties 726 721 2,145 2,130

Programming and content 143 154 439 458

Customer service and billing 109 116 325 339

Transmission 48 49 144 144

Cost of equipment 1 2 3 4 6

Subscriber acquisition costs 107 107 316 314

Sales and marketing 179 186 554 561

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General and administrative 136 166 258 288

Depreciation and amortization 165 121 316 265

Total operating expenses 1,688 1,773 3,325 3,454

General and administrative 121 119 379 407

Depreciation and amortization 166 141 482 406

Impairment, restructuring and other costs 6 107 12 155 10 9 22 164

Total operating expenses 1,674 1,666 4,999 5,120

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Interest expense ( 112 ) ( 116 ) ( 224 ) ( 233 )

Other (expense) income, net ( 48 ) 15 ( 64 ) 14

Total other expense ( 160 ) ( 101 ) ( 288 ) ( 219 )

Interest expense ( 109 ) ( 115 ) ( 333 ) ( 348 )

Other income (expense), net 46 10 ( 18 ) 24

Total other expense ( 63 ) ( 105 ) ( 351 ) ( 324 )

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Income tax expense ( 73 ) ( 59 ) ( 154 ) ( 124 )

Income tax expense ( 99 ) ( 91 ) ( 253 ) ( 215 )

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Basic $ 0.71 $ 0.61 $ 1.44 $ 1.21

Diluted $ 0.70 $ 0.57 $ 1.42 $ 1.16

Basic $ 0.94 $ 0.88 $ 2.38 $ 2.09

Diluted $ 0.78 $ 0.84 $ 2.32 $ 1.99

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Diluted 342 357 340 357

Basic 337 338 337 337 338

Diluted 363 356 361 357

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For the Three Months Ended June September 30, For the Six Nine Months Ended June September 30, (in millions) 2026 2025 2026 2025

Credit risk on fair value debt instrument gains (losses), net of tax ( 7 ) ( 8 ) 3 ( 5 2 ) ( 7 )

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Receivables, net 712 761

(in millions, except per share data) June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 174 210 $ 94

Receivables, net 723 761

Related party current assets 25 26 25

Prepaid expenses and other current assets 248 232 218

Total current assets 1,159 1,191 1,098

Property and equipment, net 2,286 2,338 2,260

Other intangible assets, net 1,393 1,363 1,455

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Equity method investments 873 844 941

Other long-term assets 474 455 483

Total assets $ 27,185 27,191 $ 27,237

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Accrued interest 179 171

Accounts payable and accrued expenses $ 1,218 1,205 $ 1,290

Accrued interest 109 171

Current portion of deferred revenue 965 936 976

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Related party current liabilities 122 124 111

Total current liabilities 2,532 3,670 3,653

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Long-term debt, including $ 656 613 and $ 579 measured at fair value at June September 30, 2026 and December 31, 2025, respectively (Note 11)

Deferred tax liabilities 2,274 2,314 2,238

Other long-term liabilities 925 901 1,043

Total liabilities 15,277 15,044 15,674

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Retained earnings 11,916 11,614

Common stock, par value $ 0.001 per share; 900 shares authorized; 337 and 335 shares issued and outstanding at June September 30, 2026 and December 31, 2025, respectively

Accumulated other comprehensive loss, net of tax ( 58 55 ) ( 50 )

Additional paid-in capital 51 61

Treasury stock, at cost; 17 23 thousand and 45 thousand shares of common stock at June September 30, 2026 and December 31, 2025, respectively ( 1 ) ( 1 )

Retained earnings 12,142 11,614

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For the Three Months Ended June September 30, 2026

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Additional Paid-in Capital Shares Amount Total equity

Balance at March 31, 2026 336 $ $ 11,768 $ ( 50 ) $ 13 $ $ $ 11,731 ( 8 ) ( 8 )

Share-based compensation 56 56

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and 81 more changes in the filing

Business 3 changes

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Sirius XM Holdings also sells advertising on other audio platforms and in widely distributed podcasts, which it considers to be off-platform services. Sirius XM Holdings has an arrangement with SoundCloud Holdings, LLC ( SoundCloud ) to be its exclusive ad sales representative in the U.S. and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. In addition, Sirius XM Holdings is the exclusive audio advertising representative for YouTube audio advertising inventory in the U.S. It also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Sirius XM Holdings provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.

Recent Accounting Pronouncements

Accounting Standards Update ( ASU ) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures . In November 2024, the Financial Accounting Standards Board ( FASB ) issued ASU 2024-03, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. We do not expect this ASU to have a material impact on our consolidated financial statements. We are currently evaluating the effect of adopting this new accounting guidance on our expense-related disclosures.

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Notes to the financial statements 8 changes

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Do-Not-Call Litigation. In July 2025, following a mediation, Sirius XM entered into an agreement settling a putative class action lawsuit filed on November 29, 2022 in the United States District Court for the Central District of Illinois alleging that Sirius XM violated the Do-Not-Call provisions of the Telephone Consumer Protection Act, and several similar state statutes, by calling consumers whose residential numbers were on applicable national or state do-not-call registries and/or whose residential numbers were on Sirius XM s internal do-not-call list. The settlement will resolve the claims of consumers for the period April 27, 2019 through October 31, 2025. As part of the settlement, during the three months ended March 31, 2026, Sirius XM paid $ 28 million into a non-reversionary settlement fund from which cash to class members, notice, administrative costs, and attorney's fees and costs will be paid. The settlement was recorded to the General and administrative line in our unaudited consolidated statements of operations during the three months ended June 30, 2025. The settlement memorializes changes relating to Sirius XM s Do-Not-Call practices. On July 6, 2026, the Court entered final approval of the settlement and final judgment dismissing the action with prejudice.

Mechanical Licensing Collective v. Pandora Media, LLC . On February 12, 2024, the Mechanical Licensing Collective ( MLC ) sued Pandora in the Middle District of Tennessee for alleged underpayment of royalties on Pandora s free radio service. The MLC contends that various Pandora offerings along with certain other ancillary features convert Pandora s entire free radio service into an interactive service that is subject to a higher statutory rate, which would require Pandora to have paid and continue to pay significantly higher royalties. The parties recently completed summary judgment briefing. If neither side prevails on summary judgment, the case will proceed to trial. The trial was previously scheduled for June 30, 2026, but the court continued the trial date pending summary judgment.

Other Matters . In the ordinary course of business, Sirius XM Holdings, SiriusXM and Pandora, are defendants in various other lawsuits, mass arbitration and individual arbitration proceedings, including derivative actions; actions filed by

U.S. Music Royalty Fee Actions and Mass Arbitrations . Commencing in 2023, a number of putative class actions and mass arbitration demands have been commenced against Sirius XM relating to its pricing, billing and subscription marketing practices. Although each class action and mass arbitration demand contains unique allegations, in general, the actions and arbitrations alleged allege that Sirius XM falsely advertised its music subscription plans at lower prices than it actually charges, that it allegedly did not disclose its U.S. Music Royalty Fee, and that Sirius XM has taken other actions to prevent customers from discovering the existence, amount and nature of the U.S. Music Royalty Fee in violation of various state consumer protection laws. Several of these claimants also asserted additional causes of action under the Electronic Funds Transfer Act.

Over half of the approximately 70,000 purported mass arbitration claims have been withdrawn by counsel or closed by the American Arbitration Association (the "AAA"). On January 13, 2026, Sirius XM entered into a settlement, which was effectuated during the three months ended June 30, 2026, and which resolved most of the remaining mass arbitration claims and the previously disclosed Carovillano , Burns , Kirkpatrick , Balmores and Woods lawsuits. The settlement did not have a material adverse effect on Sirius XM s business, financial condition, results operations or cash flows. The sole remaining related putative class action, Stutsman, et al. v. Sirius XM Radio LLC , is pending in the United States District Court for the Western District of Washington. Sirius XM believes it has substantial defenses to the claims asserted in Stutsman and intends to defend itself vigorously.

The sole remaining related putative class action is Stutsman, et al. v. Sirius XM Radio LLC . On August 20, 2026, the United States District Court for the Western District of Washington remanded Stutsman to the Washington State Superior Court for Snohomish County. Sirius XM believes it has substantial defenses to the remaining mass arbitration claims and the claims asserted in Stutsman and intends to defend itself vigorously.

Mechanical Licensing Collective v. Pandora Media, LLC . On February 12, 2024, the Mechanical Licensing Collective ( MLC ) sued Pandora in the Middle District of Tennessee for alleged underpayment of royalties on Pandora s free radio service. The MLC contends that various Pandora offerings along with certain other ancillary features convert Pandora s entire free noninteractive radio service into an interactive service for which Pandora owes mechanical license royalties and that Pandora should be paying additional mechanical royalties for its Pandora Plus service, which would require Pandora to have paid and continue to pay significantly higher royalties. On September 30, 2026, the court denied the parties cross-motions for summary judgment. The court has not yet scheduled a new trial date. On October 14, 2026, the MLC filed a motion requesting that the court reconsider its summary judgment order and grant the MLC summary judgment or, in the alternative, allow the parties to file new, shorter motions for summary judgment. In the further alternative, the MLC requested that the court certify its summary judgment order for an interlocutory appeal. Pandora filed its response to the motion for reconsideration on October 28, 2026, in which it opposed the MLC s request that the court grant the MLC summary judgment but did not oppose the request for reconsideration of the MLC s motion for summary judgment as long as the Court also reconsiders its denial of Pandora s motion for summary judgment, nor did Pandora oppose the MLC s alternative request for leave for the parties to file new, shorter motions for summary judgment. Pandora took no position on the MLC s request for certification of an interlocutory appeal..

Vladimir Fishel, et al. v. Liberty Media Corporation, et al. As previously disclosed, in October 2024, purported stockholders commenced an action in the Court of Chancery of the State of Delaware against Liberty Media, John C. Malone and members of the board of directors of Old Sirius relating to the Transactions. The plaintiffs allege that the Transactions were unfair to minority stockholders and unduly favored Liberty Media because, among other things: Sirius XM Holdings has taken

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Forward-looking statements 203 changes

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Sirius XM Holdings Inc., the reporting company under this Quarterly Report on Form 10-Q, is the product of a series of transactions that closed on Monday, September 9, 2024. Any references to the Company, we, us, or ours refers refer to Sirius XM Holdings Inc. and its consolidated subsidiaries following the Transactions.

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The primary source of revenue from the SiriusXM business is subscription fees, with most of its customers subscribing to monthly or annual plans. Additional revenue streams include advertising on select music and non-music channels in certain packages, direct sales of radios and accessories, and other ancillary services. As of June September 30, 2026, the SiriusXM business had approximately 32.9 million subscribers in the U.S., while Sirius XM Canada had approximately 2.5 2.4 million subscribers. Sirius XM Canada's subscribers are not included in our subscriber count or subscriber-based operating metrics.

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The majority of revenue from Pandora is generated from advertising on Pandora s ad-supported radio service, which is sold under the SiriusXM Media brand. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers. As of June September 30, 2026, Pandora had approximately 39.8 38.8 million monthly active users and 5.6 5.5 million subscribers.

Sirius XM Holdings also sells advertising on other audio platforms and in widely-distributed podcasts, which it considers to be off-platform services. Sirius XM Holdings has an arrangement with SoundCloud Holdings, LLC ( SoundCloud ) to be its exclusive ad sales representative in the U.S. and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. In addition, Sirius XM Holdings is the exclusive audio advertising representative for YouTube audio advertising inventory in the U.S. It also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Sirius XM Holdings provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.

Results of Operations - June September 30, 2026 and 2025

Set forth below are our results of operations for the three and six nine months ended June September 30, 2026 compared with the three and six nine months ended June September 30, 2025. The results of operations are presented for each of our reporting reportable segments for revenue and cost of services and on a consolidated basis for all other items.

For the Three Months Ended June September 30, For the Six Nine Months Ended June September 30, 2026 vs 2025 Change (in millions)

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Subscriber revenue $ 1,508 $ 1,499 $ 2,991 $ 2,969 $ 9 1 % $ 22 1 %

Advertising revenue 41 38 76 77 3 8 % (1) (1) %

Equipment revenue 36 46 77 87 (10) (22) % (10) (11) %

Other revenue 32 31 63 62 1 3 % 1 2 %

Subscriber revenue $ 1,500 $ 1,497 $ 4,491 $ 4,466 $ 3 % $ 25 1 %

Advertising revenue 37 39 113 116 (2) (5) % (3) (3) %

Equipment revenue 36 43 113 130 (7) (16) % (17) (13) %

Other revenue 31 32 94 94 (1) (3) % %

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Subscriber revenue 130 130 259 262 % (3) (1) %

Advertising revenue 413 394 785 749 19 5 % 36 5 %

Total Pandora and Off-platform revenue 543 524 1,044 1,011 19 4 % 33 3 %

Revenue share and royalties 382 391 759 770 (9) (2) % (11) (1) %

Programming and content 132 137 267 274 (5) (4) % (7) (3) %

Customer service and billing 92 92 178 186 % (8) (4) %

Transmission 40 38 79 80 2 5 % (1) (1) %

Subscriber revenue 130 132 389 394 (2) (2) % (5) (1) %

Advertising revenue 419 416 1,204 1,165 3 1 % 39 3 %

Total Pandora and Off-platform revenue 549 548 1,593 1,559 1 % 34 2 %

Revenue share and royalties 392 384 1,151 1,154 8 2 % (3) %

Programming and content 127 138 394 412 (11) (8) % (18) (4) %

Customer service and billing 91 97 269 283 (6) (6) % (14) (5) %

Transmission 39 42 118 122 (3) (7) % (4) (3) %

Cost of equipment 1 2 3 4 6 (1) (50) % (1) (25) (2) (33) %

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Revenue share and royalties 340 331 660 639 9 3 % 21 3 %

Programming and content 14 14 29 30 % (1) (3) %

Transmission 9 7 17 15 2 29 % 2 13 %

Total Pandora and Off-platform cost of services 381 371 744 721 10 3 % 23 3 %

Revenue share and royalties 334 337 994 976 (3) (1) % 18 2 %

Programming and content 16 16 45 46 % (1) (2) %

Customer service and billing 18 19 38 37 56 56 (1) (5) % 1 3 %

Transmission 9 7 26 22 2 29 % 4 18 %

Total Pandora and Off-platform cost of services 377 379 1,121 1,100 (2) (1) % 21 2 %

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Subscriber acquisition costs 109 107 209 207 2 2 % 2 1 %

Sales and marketing 188 185 375 375 3 2 % %

Subscriber acquisition costs 107 107 316 314 % 2 1 %

Sales and marketing 179 186 554 561 (7) (4) % (7) (1) %

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General and administrative 136 166 258 288 (30) (18) % (30) (10) %

Depreciation and amortization 165 121 316 265 44 36 % 51 19 %

Impairment, restructuring and other costs 6 107 12 155 (101) (94) % (143) (92) %

Total operating expenses 1,688 1,773 3,325 3,454 (85) (5) % (129) (4) %

Income from operations 472 365 926 752 107 29% 174 23%

General and administrative 121 119 379 407 2 2 % (28) (7) %

Depreciation and amortization 166 141 482 406 25 18 % 76 19 %

Impairment, restructuring and other costs 10 9 22 164 1 11 % (142) (87) %

Total operating expenses 1,674 1,666 4,999 5,120 8 % (121) (2) %

Income from operations 479 493 1,405 1,245 (14) (3)% 160 13%

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Interest expense (112) (116) (224) (233) 4 3 % 9 4 %

Other (expense) income, net (48) 15 (64) 14 (63) nm (78) nm

Total other expense (160) (101) (288) (219) (59) (58) % (69) (32) %

Income before income taxes 312 264 638 533 48 18 % 105 20 %

Income tax expense (73) (59) (154) (124) (14) (24) % (30) (24) %

Net income $ 239 $ 205 $ 484 $ 409 $ 34 17 % $ 75 18 %

Interest expense (109) (115) (333) (348) 6 5 % 15 4 %

Other income (expense), net 46 10 (18) 24 36 360% (42) nm

Total other expense (63) (105) (351) (324) 42 40 % (27) (8) %

Income before income taxes 416 388 1,054 921 28 7 % 133 14 %

Income tax expense (99) (91) (253) (215) (8) (9) % (38) (18) %

Net income $ 317 $ 297 $ 801 $ 706 $ 20 7 % $ 95 13 %

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For the three months ended June September 30, 2026 and 2025, subscriber revenue was $1,508 $1,500 and $1,499, $1,497, respectively, an increase of 1%, or $9. $3. For the six nine months ended June September 30, 2026 and 2025, subscriber revenue was $2,991 $4,491 and $2,969, $4,466, respectively, an increase of 1%, or $22. $25. The increases were primarily attributed to rate increases on certain self-pay plans, partially offset by a decline in the average number growing mix of subscribers. value-added and more affordable subscription offerings designed to broaden access and strengthen long-term retention.

We expect SiriusXM subscriber revenues revenue to remain relatively flat with higher average revenue per user ( ARPU ) pricing offset by declines in the number of average subscribers.

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For the three months ended June 30, 2026 and 2025, advertising revenue was $41 and $38, respectively, an increase of 8%, or $3. For the six months ended June 30, 2026 and 2025, advertising revenue was $76 and $77, respectively, a decrease of 1%, or $1. The increase for the three month period was driven by higher advertising demand primarily for sports programming, partially offset by lower advertising demand for news. The decrease for the six month period was driven by lower advertising demand for news channels, partially offset by higher demand for sports programming.

For the three months ended September 30, 2026 and 2025, advertising revenue was $37 and $39, respectively, a decrease of 5%, or $2. For the nine months ended September 30, 2026 and 2025, advertising revenue was $113 and $116, respectively, a decrease of 3%, or $3. The decreases were primarily due to the mix of advertising demand across channels.

We expect our SiriusXM advertising revenue to grow remain relatively flat as we continue to leverage co-selling initiatives across our brands and platforms offset broadcast demand headwinds.

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For the three months ended June September 30, 2026 and 2025, equipment revenue was $36 and $46, $43, respectively, a decrease of 22%, 16%, or $10. $7. For the six nine months ended June September 30, 2026 and 2025, equipment revenue was $77 $113 and $87, $130, respectively, a decrease of 11%, 13%, or $10. $17. The decreases were driven by higher memory costs associated with our hardware.

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For the three months ended June 30, 2026 and 2025, other revenue was $32 and $31, respectively, an increase of 3%, or $1. For the six months ended June 30, 2026 and 2025, other revenue was $63 and $62, respectively, an increase of 2%, or $1. The increases were driven by higher service fee revenue from Sirius XM Canada, partially offset by lower rental vehicle revenue. The six month period was also impacted by a one-time true-up of license fees in the first quarter of 2025.

For the three months ended September 30, 2026 and 2025, other revenue was $31 and $32, respectively, a decrease of 3%, or $1. For each of the nine months ended September 30, 2026 and 2025, other revenue was $94.

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We expect Pandora and Off-platform subscriber revenue to remain relatively flat.

For each of the three months ended June September 30, 2026 and 2025, Pandora and Off-platform subscriber revenue was $130 and $132, respectively, a decrease of 2%, or $2. For the six nine months ended June September 30, 2026 and 2025, Pandora and Off-platform subscriber revenue was $259 $389 and $262, $394, respectively, a decrease of 1%, or $3. The decrease for $5. The six month period was primarily decreases were driven by a decline in the subscriber base.

We anticipate Pandora and Off-platform subscriber revenues to grow with higher pricing offsetting declines in the number of average subscribers.

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For the three months ended June September 30, 2026 and 2025, Pandora and Off-platform advertising revenue was $413 $419 and $394, $416, respectively, an increase of 5%, 1%, or $19. $3. For the six nine months ended June September 30, 2026 and 2025, Pandora and Off-platform advertising revenue was $785 $1,204 and $749, $1,165, respectively, an increase of 5%, 3%, or $36. $39. The increases were driven by revenue generated from podcasts, and higher programmatic demand and technology fees, partially offset by reduced advertiser demand in streaming music advertising driven by lower listening hours.

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Total Revenue for the three months ended June September 30, 2026 and 2025 was $2,160 $2,153 and $2,138, $2,159, respectively, an increase a decrease of 1%, or $22. $6. Total Revenue for the six nine months ended June September 30, 2026 and 2025 was $4,251 $6,404 and $4,206, $6,365, respectively, an increase of 1%, or $45. $39.

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For the three months ended June September 30, 2026 and 2025, revenue share and royalties were $382 $392 and $391, $384, respectively, a decrease an increase of 2%, or $9, $8, and decreased increased as a percentage of total SiriusXM revenue. For the six nine months ended June September 30, 2026 and 2025, revenue share and royalties were $759 $1,151 and $770, $1,154, respectively, a decrease of 1%, or $11, $3, and decreased as a percentage of total SiriusXM revenue. The decreases were increase for the three month period was driven by higher royalties, partially offset by lower revenue share with content providers and automakers. The decrease for the nine month period was driven by lower revenue share with content providers and automakers, partially offset by higher webcasting royalties.

We expect our SiriusXM revenue share and royalty costs to remain relatively flat as a percentage of total SiriusXM revenue.

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and 123 more changes in the filing

Market risk 1 change

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We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long- and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity and (ii) issuing variable rate debt with appropriate maturities and interest rates. As of June September 30, 2026, we had $100 million principal amount of variable rate debt with a weighted average interest rate of 5.2% and $9,325 million principal amount of fixed rate debt with a weighted average interest rate of 4.6%.

Controls and procedures 2 changes

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As of June September 30, 2026, an evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and principal accounting and financial officer (the Executives ), of the effectiveness of the design and operation of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Executives concluded that our disclosure controls and procedures were effective as of June September 30, 2026.

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There has been no change in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 5 changes

The following risk factor supplements the Risk Factors previously disclosed in response to Part I, Item 1A. Risk

Exchange Commission on February 5, 2026.

Increases in the cost of memory used in our satellite radio modules and other components included in our satellite radios could reduce equipment revenue and adversely affect our business.

We have experienced, and may continue to experience, increased costs for memory used in our satellite radio modules that are essential components of our satellite radios. These costs have adversely affected, and may continue to adversely affect, our equipment revenue. The memory and other components are subject to price fluctuations driven by factors largely outside our control, including global supply and demand imbalances, capacity constraints at manufacturing facilities, increased AI-driven demand, tariffs or trade restrictions imposed on manufacturing and other inputs, and geopolitical disruptions affecting the concentrated regions where these components are produced. If memory or other component costs remain elevated or we are unable to mitigate the cost increases, our equipment revenue could be further reduced, and in the longer term, our subscriber acquisition costs could increase, adversely affecting our business.

There have been no other material changes in the risk factors previously disclosed in response to Part I, Item 1A. Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 5, 2026, other than as updated in Part II, Item 1A. Risk Factors, in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026.

Unregistered sales of stock 9 changes

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As of June September 30, 2026, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 8 9 million shares for $170 $203 million, and $996 $963 million remained available for additional repurchases under our existing stock repurchase program authorization.

The following table provides information about our purchases of equity securities registered pursuant to Section 12 of the Exchange Act, as amended, during the quarter ended June September 30, 2026:

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April 1, 2026 - April 30, 2026 $ $ 1,002,577,164

May 1, 2026 - May 31, 2026 $ $ 1,002,577,164

July 1, 2026 - July 31, 2026 344,702 $ 30.63 344,702 $ 985,560,500

August 1, 2026 - August 31, 2026 377,452 $ 28.96 377,452 $ 974,630,732

September 1, 2026 - September 30, 2026 414,962 $ 27.79 414,962 $ 963,100,967

Total 1,137,116 $ 29.04 1,137,116

June 1, 2026 - June 30, 2026 229,895 $ 28.10 229,895 $ 996,117,298 (a) These amounts include fees and commissions associated with the shares repurchased.

Other information 1 change

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During the three months ended June September 30, 2026, none of the Company s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).