UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On March 5, 2026, Sirius XM Radio LLC (“SiriusXM”), a subsidiary of Sirius XM Holdings Inc. (the “Company,” “we,” “us” or “our”), settled its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 3.125% Senior Notes due 2026 (the “3.125% Notes”).
A total of approximately $498.9 million (49.89%) of 3.125% Notes were purchased in the Tender Offer on March 5, 2026. A portion of the net proceeds from the issuance of SiriusXM’s 5.875% Senior Notes due 2032 on March 4, 2026 (the “5.875% Notes”) were used to fund the Tender Offer. As of March 5, 2026 after giving effect to the settlement of the Tender Offer, $501.1 million aggregate principal amount of 3.125% Notes were outstanding.
On March 10, 2026, SiriusXM deposited with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) under the Indenture, dated as of August 16, 2021 (as amended or supplemented as of the date hereof, the “3.125% Notes Indenture”), among SiriusXM, the guarantors party thereto and the Trustee, sufficient funds in U.S. treasuries to pay the outstanding principal amount and accrued interest to the maturity date of the 3.125% Notes and satisfy and discharge the 3.125% Notes and the related note guarantees and the 3.125% Notes Indenture and the obligations of SiriusXM and the guarantors thereunder (the “Satisfaction and Discharge”). A portion of the net proceeds from the issuance of SiriusXM’s 5.875% Notes were used to fund the Satisfaction and Discharge. Upon completion of the Satisfaction and Discharge, the 3.125% Notes and the related note guarantees and the 3.125% Notes Indenture and the obligations of SiriusXM and the guarantors thereunder were discharged and ceased to have further effect (except those provisions of the 3.125% Notes Indenture which the 3.125% Notes Indenture expressly specifies will survive satisfaction and discharge).
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 |
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Dated: March 10, 2026