0000908937false00009089372022-04-282022-04-28
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): April 29, 2022 (April 28, 2022)
SIRIUS XM HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | |
| Delaware | 001-34295 | 38-3916511 |
(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)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of exchange on which registered |
| Common stock, $0.001 par 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Sirius XM Holdings Inc. (the “Company”) has identified an inadvertent immaterial error included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed on April 28, 2022. In particular, the first sentence of Part I, Item 1: Financial Information, Note 18, Subsequent Events, in the Company’s unaudited consolidated financial statements for the three months ended March 31, 2022 incorrectly reported that, for the period from April 1, 2022 to April 26, 2022, the Company repurchased 65 million shares of its common stock on the open market for an aggregate purchase price of $409 million, including fees and commissions. For the period from April 1, 2022 to April 26, 2022, the Company actually repurchased 3.6 million shares of its common stock on the open market for an aggregate purchase price of $23.5 million, including fees and commissions.
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.
| | | | | | | | |
| | SIRIUS XM HOLDINGS INC. |
| | | |
| | By: | /s/ Patrick L. Donnelly |
| | | Patrick L. Donnelly
Executive Vice President, General
Counsel and Secretary |
Dated: April 29, 2022