Annual report pursuant to Section 13 and 15(d)

Equity

v3.24.4
Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity Equity
Common Stock, par value $0.001 per share
We are authorized to issue up to 900 shares of common stock. There were 339 and zero shares of common stock issued and outstanding on December 31, 2024 and December 31, 2023, respectively.
As of December 31, 2024, there were 30 shares of common stock reserved for issuance in connection with outstanding stock-based awards to members of our board of directors, employees and third parties.
Transactions with Former Parent, net
An intergroup interest represents a quasi-equity interest which is not represented by outstanding shares of common stock; rather, one of the Former Parent’s tracking stock groups has an attributed interest in another of the Former Parent’s tracking stock groups, which is generally stated in terms of a number of shares of such tracking stock. Through prior year transactions with the Former Parent, intergroup interests in other tracking stock groups were established.
As of December 31, 2021, approximately 5.3 notional shares represented an 2.2% intergroup interest in the Formula One Group held by the Liberty SiriusXM Group and approximately 2.3 notional shares represented a 3.7% intergroup interest in the Braves Group held by the Liberty SiriusXM Group.
Liberty Media assumed that the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Formula One Group would be comprised of Series A Liberty Formula One common stock and the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock. Therefore, the market prices of Series A Liberty Formula One and Series A Liberty Braves common stock were used for the mark-to-market adjustment for the intergroup interests held by Liberty SiriusXM Group, included in Other income, net in the audited consolidated statements of operations.
As of December 31, 2022, approximately 1.8 notional shares represented a 2.9% intergroup interest in the Liberty Braves Group previously held by SplitCo and approximately 4.2 notional shares represented a 1.7% intergroup interest in the Liberty Formula One Group ("Formula One Group") previously held by the SplitCo.
During September 2022, the Formula One Group and the Braves Group paid approximately $64 and $14, respectively, to the Liberty SiriusXM Group to settle a portion of the intergroup interests in the Formula One Group and Braves Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes, as described in Note 13. During March 2023, the Formula One Group paid approximately $202 to SplitCo to settle a portion of the intergroup interest in the Formula One Group held by SplitCo, as a result of the repurchase of a portion of Liberty Media's 1.375% Cash Convertible Senior Notes due 2023. On July 12, 2023, the Formula One Group paid approximately $71 to SplitCo to settle and extinguish the remaining intergroup interest in the Formula One Group held by SplitCo.
On July 18, 2023, Liberty Media completed the split-off of Atlanta Braves Holdings, Inc. through a redemption of each outstanding share of Liberty Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings, Inc. common stock. The intergroup interest in the Liberty Braves Group attributed to SplitCo was settled and extinguished through the attribution of Atlanta Braves Holdings, Inc. Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest.
Purchases of Common Stock of Former Parent
There were no repurchases of Liberty SiriusXM common stock during the years ended December 31, 2024 and 2023.
During the year ended December 31, 2022, Liberty Media repurchased 3.5 shares of Series A Liberty SiriusXM common stock for aggregate cash consideration of $161 and 4.5 shares of Series C Liberty SiriusXM common stock for aggregate cash consideration of $197 under the authorized repurchase program.
Cash Distributions to Parent
During the years ended December 31, 2024, 2023 and 2022, we paid cash distributions of $—, $3 and $685, respectively, to the Former Parent.
Sirius XM Holdings equity activity
All share and per share amounts have been adjusted to reflect the conversion of Old Sirius shares into SplitCo common stock on a one-for-ten basis.
Quarterly Dividends
During the year ended December 31, 2024 and 2023, our board of directors declared and paid the following dividends:
Declaration Date Dividend Per Share Record Date
Total Amount (1)
Payment Date
2024 dividends
January 24, 2024 $ 0.266  February 9, 2024 $ 102  February 23, 2024
April 24, 2024 $ 0.266  May 10, 2024 $ 103  May 29, 2024
July 24, 2024 $ 0.266  August, 9, 2024 $ 103  August 26, 2024
October 22, 2024 $ 0.270  November 5, 2024 $ 92  November 21, 2024
2023 dividends
January 25, 2023 $ 0.242  February 9, 2023 $ 94  February 24, 2023
April 19, 2023 $ 0.242  May 5, 2023 $ 94  May 24, 2023
July 26, 2023 $ 0.242  August 8, 2023 $ 93  August 30, 2023
October 25, 2023 $ 0.266  November 7, 2023 $ 102  November 29, 2023
(1)During the years ended December 31, 2024 and 2023, we paid dividends of $143 and $65, respectively, to noncontrolling interests.
Stock Repurchase Program
As of December 31, 2024, our board of directors approved for repurchase an aggregate of $1,166 of our common stock.  The board of directors did not establish an end date for this stock repurchase program.  Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including in accelerated stock repurchase transactions, or otherwise.  We intend to fund any stock repurchases through a combination of cash on hand, cash generated by operations and future borrowings. The size and timing of any purchases will be based on a number of factors, including price and business and market conditions.
Prior to the closing of the Transactions, the board of directors of Old Sirius had approved the repurchase of an aggregate of $18,000 of its common stock. As of the closing of the Transactions, Old Sirius' cumulative repurchases since December 2012 under that stock repurchase program totaled 373 shares for $16,834, and $1,166 remained available under that stock repurchase program. The stock repurchase program of Old Sirius was terminated on the closing date of the Transactions.
Following the closing of the Transactions, on September 9, 2024, our board of directors authorized for repurchase an aggregate of $1,166 of our common stock. As of December 31, 2024, our cumulative repurchases since the closing of the Transactions under our stock repurchase program totaled 301 thousand shares for $7, and $1,160 remained available for additional repurchases under our existing stock repurchase program authorization.
The following table summarizes our total share repurchase activity for the years ended:
  December 31, 2024 December 31, 2023 December 31, 2022
Share Repurchase Type
Shares (in thousands)
 Amount
Shares (in thousands)
 Amount
Shares (in thousands)
 Amount
Open Market Repurchases(a)
301  $ 7  6,938  $ 274  10,279  $ 640 
(a)As of December 31, 2024, $1 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our audited consolidated balance sheets and audited consolidated statement of equity.