Sirius XM appoints Anjali Sud as CEO

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Jennifer C. Witz as Chief Executive

Officer; Appointment of Anjali Sud as Chief Executive Officer

On November 9, 2026, Sirius¹

XM Holdings Inc. (the "Company") announced the appointment of Anjali Sud to serve as its Chief Executive Officer, effective as of January 1, 2027¹ (the "Start Date"). Ms. Sud succeeds Jennifer C. Witz, who is stepping down from her role as the Company's²

Chief Executive Officer and a member of our board of directors (the "Board"), effective as of the end of the day on December²

31, 2026.²

Anjali Sud, 43, has served as a Board director since March 2025.³ She has been the Chief Executive Officer of Tubi, Inc., a subsidiary of the Fox Corporation that provides free ad-supported⁴

TV streaming service in the United States, since September 2023.⁴ Prior to that time, from July 2017 to August 2023, Ms. Sud served as the Chief Executive Officer of Vimeo, Inc.⁴, a provider of cloud-based software tools that enable creative professionals, marketers and enterprises to stream, host, distribute and monetize videos online and across devices. She also served on Vimeo's board of directors from May 2021 to August 2023. Prior to that, Ms. Sud held various positions at Vimeo since July 2014, before being promoted to Chief Executive

Officer in July 2017. Before Vimeo, Ms. Sud served in various positions at Amazon.com, Inc. from 2010 to 2014⁵, culminating in her role as Director of Marketing. Ms. Sud serves on the board of directors of Dolby Laboratories, Inc. and Change.org.

There is no arrangement or understanding between Ms. Sud and any other person pursuant to which Ms. Sud was selected as an officer, and Ms. Sud does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Act of 1934, as amended. There is no family relationship between Ms. Sud and any director or executive officer of the registrant.

Employment Agreement with Ms. Sud

In connection with Ms. Sud's appointment, our subsidiary Sirius XM Radio LLC entered into an employment agreement with Ms. Sud (the "Employment Agreement"). The Employment⁶

Agreement provides for an initial term from the Start Date through December 31, 2029⁶ and is subject to automatic one-year renewals unless either party gives a written notice of non-renewal to the other party with at least 90 days' notice prior to the expiration of the then-current term.

Pursuant to the Employment Agreement, Ms. Sud will receive an annual base salary of $2,600,000 and will be eligible to participate in the annual bonus plan offered to our executive officers with an annual target bonus equal to two times her base salary⁷ (payable at no less than target for 2027). Subject to the approval of the Board or the Compensation Committee of the Board (the "Compensation Committee"), following the Start Date, the Company will grant Ms. Sud the following awards under the Company's 2024 Long-Term Stock Incentive Plan: (i) a sign-on award of time-based restricted stock units ("RSUs") having a grant date fair value of $10,000,000, which will vest one-third on the grant date, one-third on the first anniversary of the Start Date and one-third on the second anniversary of the Start Date; (ii) time-based RSUs having a grant date fair value of $4,500,000 and vesting annually over a three-year period beginning on the first anniversary of the Start

Date; and (iii) performance-based RSUs having a target grant date fair value of $4,500,000, with a three-year performance period beginning on January 1, 2027 and ending on December 31, 2029, which will vest based on the achievement of performance metrics to be established by the Board or the Compensation Committee and continued service through the performance period. Beginning in 2028, Ms. Sud will be eligible to receive annual equity awards as determined by the Board or the Compensation Committee, provided that the grant date fair value of her annual equity awards for each of 2028 and 2029 will be no less than $9,000,000 per year.⁸ Ms. Sud will also be eligible to participate in the benefit plans and programs generally available to our executive officers, be provided with a car and driver and be reimbursed for certain legal fees incurred in connection with the negotiation of the Employment Agreement.

The Employment Agreement provides that if Ms. Sud's employment is terminated by us without "cause" or by Ms. Sud for "good reason" (each as defined in the Employment

Agreement), she will be entitled to (i) a lump sum severance payment equal to two times (or, if the termination occurs within 24 months following a change of control, three times) the sum of her annual base salary and the greater of her target annual bonus or the last annual bonus paid (or due and payable) to her, (ii) a pro-rated bonus for the year of termination (based on actual achievement of applicable performance criteria) and any earned but unpaid bonus for the prior year, (iii) continuation of medical and dental benefits for up to 18 months and life insurance benefits for up to 12 months, (iv) full vesting of her outstanding equity awards and (v) reimbursement of certain legal fees incurred in connection with her separation. If we elect not to renew the term of the Employment Agreement and Ms. Sud's employment terminates at the end of the term at a time when no grounds for cause exist, the termination will be treated as a termination without cause for purposes of her equity award agreements and she will remain eligible to receive a bonus for the final year of the term based on actual performance, but will not be entitled to other severance. Our obligation to provide these severance benefits is subject to Ms. Sud's execution of an effective release of claims and her continued compliance with her restrictive covenants.

Statements and Exhibits

(d) Exhibits.

Exhibit

Number

Description of Exhibit

10.1

Employment Agreement, dated as of November 7, 2026, between Sirius XM Radio LLC and Anjali Sud.⁹

10.2

Transition Agreement, dated as of November 7, 2026, between Sirius XM Radio LLC and Jennifer Witz.⁹

99.1

Press release dated November 9, 2026.⁹

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 thereunto duly authorized.

SIRIUSXM HOLDINGS INC.

By:

/s/ Eve Konstan

Eve Konstan

Executive Vice President, Chief Legal Officer and Secretary

Dated: November 9, 2026

SiriusXM Announces CEO Transition

Jennifer Witz to Depart Following Over Two Decades of Strong Leadership

Anjali Sud Brings Extensive Digital Media, Streaming,

Technology, and Advertising Experience to Guide the Company's Next Phase

NEW YORK, NY - November 9, 2026 - SiriusXM today announced that Anjali Sud has been appointed Chief Executive Officer, effective January 1, 2027. This appointment follows

Jennifer Witz's decision to step down as CEO following almost two and a half decades at the Company. Witz will remain in an advisory role at the Company until the end of 2027.¹⁰

Sud has served as an independent director on the SiriusXM Board of Directors since March 2025 and will remain a member of the Board of Directors following her appointment.¹⁰ She brings extensive experience in digital media, streaming, technology, and advertising-supported and subscription-based businesses, as well as a proven record of building leading entertainment platforms. She currently serves as Chief Executive Officer of Tubi, where she has led the Company's rapid expansion, growing its audience to more than 110 million monthly active users, scaling revenue, and driving profitable growth.

Greg Maffei, Chairman of the Board, said, "Anjali has built some of the most successful consumer entertainment platforms. In her previous roles, she scaled audiences, expanded platforms, and led businesses supported by both advertising and subscription models. As a member of our Board, she has intimate knowledge of our business and strategy.

With her digital media experience, CEO-level success, and Board perspective, we are confident Anjali will hit the ground running and build on our momentum as we continue to execute against our objectives. We believe she will be an outstanding CEO for SiriusXM."

"I am honored to lead SiriusXM in its next chapter," said

Sud. "Premium audio experiences will be more important than ever to the future of entertainment, and I believe SiriusXM can evolve to lead that future. Since joining the Board, I have gained a deeper appreciation for the Company's strengths and potential. I look forward to working with the team to execute with ambition and expand value for our subscribers, advertisers, artists, creators, talent, partners, and shareholders."

Maffei continued, "Jennifer has made extraordinary contributions to SiriusXM over her 25-year career, including nearly six years as CEO. Her efforts include expanding in-car penetration and 360L rollouts, solidifying its premium, content-led subscription business with record-high customer satisfaction and record-low churn, securing an exclusive advertising partnership with YouTube, and building one of the nation's leading podcast networks. SiriusXM is now generating its best core financial metrics in years, returning to revenue growth and generating near-record levels of free cash flow. Jennifer is leaving

SiriusXM with a strong foundation, and we are grateful for her leadership."

"Leading SiriusXM has been the most meaningful experience of my career," said Witz. "I am particularly proud of what our team has accomplished in strengthening the subscriber experience, expanding our advertising business, and unlocking greater value across our broader portfolio. I firmly believe that SiriusXM is on a strong path and that now is the time for a transition. Anjali brings the perspective, leadership, and understanding of the business needed to guide the Company forward. While I will be leaving my role as CEO, I'll remain a lifelong subscriber and supporter of SiriusXM."

About Anjali Sud

Sud will join SiriusXM from Tubi, where she has served as Chief Executive

Officer since 2023. Under her leadership, the business scaled to more than 110 million monthly active users, expanded globally, and established itself as a leading entertainment destination. Prior to Tubi, Sud served as CEO of Vimeo, where she took the company public and led its transformation into a profitable, global video platform with 300 million users. Before that, she held various positions in e-commerce, finance, and media at Amazon and Time Warner. Sud has served as an independent director on the SiriusXM Board of Directors since 2025.

She also serves on the Board of Directors of Dolby Laboratories, Inc. and Change.org. She holds an undergraduate degree from the Wharton

School at the University of Pennsylvania, and an MBA from Harvard Business School.

About Sirius XM Holdings Inc.

SiriusXM is the leading audio entertainment company in North America, with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium music streaming services of Pandora; an expansive podcast network; and a complete ecosystem of advertising solutions through SiriusXM

Media and AdsWizz. SiriusXM offers live, on-demand, and human-curated programming across music, talk, news, sports, and podcasts, and the company reaches approximately 255 million monthly listeners across its platforms. With deep automotive manufacturer relationships and unique spectrum assets, SiriusXM is built to reach listeners wherever they are. The company connects fans to the voices, creators, a