Every material Form 8-K SiriusXM has filed with the SEC since February 18, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
SiriusXM announced that Board director Anjali Sud, current CEO of Tubi, will become Chief Executive Officer on January 1, 2027, succeeding Jennifer C. Witz, who steps down as CEO and board member at the end of December 31, 2026. Sud's employment agreement sets a $2,600,000 base salary, a target bonus of two times salary, and equity awards including a $10,000,000 sign-on grant, which shareholders can track in the filing.
Anjali Sud, 43, becomes CEO effective January 1, 2027, and will remain on the Board
Sud's employment agreement sets a $2,600,000 base salary and a target bonus equal to two times base salary
Sud's package includes a $10,000,000 sign-on RSU grant and $4,500,000 in time-based and $4,500,000 in performance-based RSUs
Witz will serve as an advisory consultant from January 1, 2027 through December 31, 2027 at $175,000 per month
Sirius XM reported third-quarter 2026 revenue of $2.15 billion, down slightly from the prior year, while net income rose 7% to $317 million and diluted earnings per share fell 7% to $0.78. The company raised its full-year 2026 guidance for revenue, adjusted EBITDA and free cash flow by $25 million each, its second consecutive increase, and said it plans to meaningfully accelerate share repurchases in 2027.
Third-quarter revenue of $2.15 billion, compared with $2.16 billion a year earlier; diluted EPS $0.78 versus $0.84
Net income up 7% to $317 million; adjusted EBITDA up 3% to $694 million; free cash flow up 14% to $293 million
Updated 2026 guidance: total revenue about $8.55 billion, adjusted EBITDA about $2.65 billion, free cash flow about $1.40 billion
Company returned $91 million in dividends and $33 million in share repurchases during the quarter
Sirius XM reported second-quarter 2026 revenue of $2.16 billion, up 1% year over year, and net income of $239 million, up 17%. Diluted earnings per share were $0.70, compared with $0.57 a year earlier. The company raised its 2026 full-year guidance for revenue, adjusted EBITDA and free cash flow by $25 million each, to approximately $8.525 billion, $2.625 billion and $1.375 billion.
Q2 2026 revenue was $2.16 billion, up 1% from $2.138 billion; net income was $239 million versus $205 million
Diluted EPS was $0.70 versus $0.57; other expense, net was $48 million versus other income of $15 million a year earlier
2026 guidance raised by $25 million each for revenue (about $8.525 billion), adjusted EBITDA (about $2.625 billion) and free cash flow (about $1.375 billion)
SiriusXM self-pay net additions were 22,000 in Q2, compared with a loss of 68,000 a year earlier; self-pay churn was 1.4%
Sirius XM said Executive Vice President and Chief Operating Officer Wayne D. Thorsen will cease serving as an employee effective July 31, 2026, and the company does not intend to appoint a successor COO at this time. Under a separation agreement, Thorsen will receive a $1,050,000 lump sum prorated bonus payment and his unvested equity awards will be forfeited.
Departure effective July 31, 2026; company does not plan to name a successor COO at this time
Separation agreement dated July 29, 2026 provides a $1,050,000 lump sum payment, prorated for 2026 annual bonus
Payment due within 60 days of separation date, subject to a general release of claims
All unvested equity awards outstanding as of July 31, 2026 will be forfeited without consideration
At its May 28, 2026 annual meeting, Sirius XM stockholders approved Amendment No. 1 to the 2024 Long-Term Stock Incentive Plan, which adds 7,200,000 shares for a total of 22,565,993 shares available for awards. Stockholders also elected six directors, approved the advisory vote on executive compensation, and ratified KPMG LLP as the independent accountant for 2026.
Amendment No. 1 adds 7,200,000 shares to the 2024 Plan, bringing the total to 22,565,993 shares; 224,632,532 votes were cast for and 8,579,820 against.
Six directors were elected, including Eddy W. Hartenstein, Evan D. Malone and Anjali Sud; Jonelle Procope received 210,894,725 votes for and 23,500,101 withheld.
Non-binding say-on-pay vote approved named executive officer compensation with 228,280,853 votes for and 4,764,836 against.
KPMG LLP was ratified as independent registered public accountants for 2026 with 281,049,339 votes for and 2,379,515 against.
Sirius XM Holdings reported first-quarter 2026 revenue of $2.09 billion, up 1% year over year, with net income up 20% to $245 million and diluted earnings per share up 22% to $0.72. The company reaffirmed its full-year 2026 guidance for revenue, adjusted EBITDA and free cash flow. The filing also says a reconciliation for subsidiary Sirius XM Radio LLC will be posted on the company's website to meet bond indenture reporting obligations.
Revenue of $2.09 billion, up 1%; net income of $245 million, up 20%; diluted EPS of $0.72 versus $0.59
Adjusted EBITDA of $666 million, up 6%; free cash flow of $171 million versus $56 million a year earlier
2026 guidance reaffirmed: revenue of about $8.5 billion, adjusted EBITDA of about $2.6 billion, free cash flow of about $1.35 billion
Self-pay subscriber net losses of 111,000 in the quarter, compared with 303,000 in the prior-year quarter
Sirius XM Radio LLC, a subsidiary of Sirius XM Holdings, issued $1.25 billion of 5.875% senior notes maturing April 15, 2032, on March 4, 2026. The company said it will use the proceeds, with cash on hand, to buy back its 3.125% notes due 2026 through a tender offer, redeem any remaining 3.125% notes, and redeem $250 million of its 5.000% notes due 2027.
Notes: $1.25 billion of 5.875% senior notes due April 15, 2032, with interest payable semi-annually from October 15, 2026
Tender offer for 3.125% notes due 2026: $498,935,000 of the $1.0 billion outstanding was tendered, or 49.89%, at $994.64 per $1,000 principal amount
Proceeds also planned for redeeming $250 million of 5.000% notes due 2027; the filing says the company's parent and wholly owned domestic subsidiaries guarantee the notes
Sirius XM reported fourth-quarter and full-year 2025 results. Full-year revenue fell 2% to $8.56 billion and net income rose to $805 million from a net loss in 2024 that included large impairment charges, while fourth-quarter net income fell to $99 million from $287 million. The company guided 2026 revenue of about $8.5 billion, adjusted EBITDA of about $2.6 billion and free cash flow of about $1.35 billion, compared with 2025 free cash flow of $1.26 billion.
Full-year 2025 revenue was $8.56 billion, down 2% from $8.70 billion in 2024; fourth-quarter revenue was $2.19 billion, flat year over year
Full-year 2025 net income was $805 million, compared with a net loss of $2.08 billion in 2024; fourth-quarter net income was $99 million, versus $287 million a year earlier
Full-year 2025 adjusted EBITDA was $2.67 billion, down 2%; free cash flow was $1.26 billion, up 24%
2026 guidance: revenue of about $8.5 billion, adjusted EBITDA of about $2.6 billion and free cash flow of about $1.35 billion
Sirius XM Holdings said Eve Konstan, formerly general counsel at Spotify, will become executive vice president, chief legal officer and secretary effective February 9, 2026, succeeding Richard Baer, who is retiring. Baer stays in his role until February 8, 2026, then works part-time through March 6, 2026, and no severance is payable to him. The filing discloses Konstan's three-year employment agreement with equity grants totaling $5 million, which gives shareholders visibility into the cost of the new legal leadership.
Eve Konstan's employment agreement runs February 9, 2026 to February 8, 2029, with $1,000,000 base salary and 150% target bonus
Richard Baer retires; he continues as an employee part-time through March 6, 2026, with no severance payable
Sirius XM Holdings named Zac Coughlin, currently CFO of PVH Corp., as Executive Vice President and Chief Financial Officer effective January 1, 2026, succeeding Thomas Barry, who steps down effective the end of December 31, 2025. The company also reaffirmed its full-year 2025 guidance given on October 30, 2025.
Coughlin's employment agreement runs through December 31, 2028, with a $1,000,000 base salary and a 150% annual target bonus.
Coughlin receives a $1,000,000 cash sign-on bonus and RSU grants of $2,000,000 and $4,000,000, plus an expected $2,000,000 performance-based RSU grant for 2026.
Barry will serve in an advisory role and receive his current salary and benefits from January 1, 2026 through February 1, 2026.
The company reaffirmed its full-year 2025 guidance provided on October 30, 2025.
SiriusXM reported third-quarter 2025 revenue of $2.16 billion, down 1% from a year earlier, and net income of $297 million, compared with a net loss of $2.96 billion in the prior-year quarter that included a $3.36 billion noncash goodwill impairment. The company raised its 2025 guidance for revenue, adjusted EBITDA and free cash flow by $25 million each, while adjusted EBITDA for the quarter fell 2% year over year.
Q3 2025 revenue was $2.16 billion, down 1% from the prior-year period; diluted EPS was $0.84 versus a loss of $8.74 a share a year earlier.
Adjusted EBITDA was $676 million, down from $693 million, with a 31% margin.
2025 guidance now calls for total revenue of about $8.525 billion, adjusted EBITDA of about $2.625 billion and free cash flow of about $1.225 billion.
In Q3 the company returned $111 million to shareholders through $91 million in dividends and $20 million in buybacks, and reduced debt by $120 million.
Sirius XM increased its board from nine to ten directors and appointed Dave Stephenson, Airbnb's Chief Business Officer, as an independent director effective September 18, 2025. He will also serve on the Compensation Committee. The filing discloses a board addition only and includes no financial results.
Stephenson was appointed by the board on September 5, 2025, effective September 18, 2025, as a Class III director.
He is currently Chief Business Officer and Head of Employee Experience at Airbnb, and was Airbnb's CFO from January 2019 to February 2024.
He previously spent 17 years at Amazon, most recently as VP and CFO of its Worldwide Consumer Organization, and serves on the board of Lyft, Inc.
He will be paid director compensation consistent with other non-employee directors.
Sirius XM Radio LLC, a subsidiary of Sirius XM Holdings, signed Amendment No. 11 to its credit agreement with JPMorgan Chase Bank, N.A. dated August 20, 2025. The amendment raises the senior secured revolving credit facility from $1.75 billion to $2.0 billion and extends its maturity to August 31, 2030, with the company's borrowing terms and liens otherwise carried over from the existing agreement.
Revolving facility increased from $1.75 billion to $2.0 billion
Revolving facility maturity extended to August 31, 2030, with an earlier springing maturity if certain material indebtedness remains outstanding 91 days before its stated maturity and liquidity is insufficient to repay it
Obligations remain guaranteed by Sirius XM Inc. and secured by a lien on substantially all assets of Sirius XM and its material domestic subsidiaries
SiriusXM reported second-quarter 2025 results on July 31, 2025. Revenue fell 2% to $2.14 billion, and net income dropped to $205 million from $354 million a year earlier. The company reaffirmed its full-year 2025 revenue, adjusted EBITDA and free cash flow guidance, so shareholders see lower profit and revenue this quarter but no change to the outlook.
Revenue of $2.14 billion, down 2% from $2.18 billion in the second quarter of 2024
Net income of $205 million versus $354 million; diluted EPS of $0.57 versus $0.74
Adjusted EBITDA of $668 million versus $702 million; free cash flow of $402 million versus $317 million
Full-year 2025 guidance reaffirmed: revenue of about $8.5 billion, adjusted EBITDA of about $2.6 billion, free cash flow of about $1.15 billion
SiriusXM reported first-quarter 2025 results on May 1, 2025, with revenue of $2.07 billion, down 4% from a year earlier, and net income of $204 million, down from $241 million. Diluted earnings per share were $0.59, compared with $0.63 in the prior-year quarter. The company reaffirmed its full-year 2025 guidance for revenue, adjusted EBITDA and free cash flow, so shareholders see lower first-quarter revenue and profit with no change to the annual targets.
Revenue was $2.07 billion, down 4% from $2.16 billion in the first quarter of 2024.
Net income was $204 million versus $241 million; diluted EPS was $0.59 versus $0.63.
Adjusted EBITDA was $629 million, down 3% from $650 million; free cash flow was $56 million, down 36%.
Full-year 2025 guidance was reiterated: revenue of about $8.5 billion, adjusted EBITDA of about $2.6 billion and free cash flow of about $1.15 billion.
Sirius XM Holdings named Anjali Sud, current CEO of Fox's Tubi, as an independent director effective March 31, 2025, filling the seat left by Vice Chairman James E. Meyer, who resigned from the board on March 17, 2025. The filing describes a governance change and does not include financial results, guidance, or a change in executive management.
Anjali Sud appointed to the Board by unanimous vote on March 19, 2025, effective March 31, 2025, as a Class II director
Sud is CEO of Tubi, a Fox Corporation subsidiary; previously CEO of Vimeo from July 2017 to August 2023
James E. Meyer resigned from the Board on March 17, 2025, not due to any disagreement with the company
Sud named to the Nominating, Environmental, Social and Governance Committee
Sirius XM Holdings said it hired Richard N. Baer, former chief legal officer of Airbnb, as Executive Vice President, General Counsel and Secretary, effective March 3, 2025. He succeeds Patrick Donnelly, who is retiring, and the filing sets out a three-year employment agreement with a $1,000,000 base salary and a 150% target bonus. For shareholders, this is a senior officer change with compensation terms tied in part to three-year free cash flow and relative total shareholder return.
Baer's employment term runs March 3, 2025 to March 4, 2028, renewing automatically each March 4 unless either party gives notice.
Base salary is $1,000,000, with a target annual bonus of 150% of base salary and a one-time $500,000 sign-on bonus.
Equity grants total $5,000,000 in RSUs: $1,500,000 time-based, $2,000,000 time-based and $1,500,000 performance-based tied to three-year free cash flow and relative TSR for 2025 to 2027.
Baer succeeds Patrick Donnelly, who is retiring after nearly twenty-seven years with the company.
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