Sirius XM Holdings Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Net Income (loss) per Share

Net Income (loss) per Share

12 Months Ended

Dec. 31, 2025

Basic net income (loss) per common share is calculated by dividing the income available to common stockholders by the weighted average common shares outstanding during each reporting period. Diluted net income (loss) per common share adjusts the weighted average number of common shares outstanding for the potential dilution that could occur if common stock equivalents (stock options, restricted stock units and convertible debt) were exercised or converted into common stock, calculated using the treasury stock method. We had no participating securities during the years ended December 31, 2025 and 2024, and 2023.

In calculating basic net income (loss) per common share, we used 339 common shares for the year ended December 31, 2023 which was the weighted average number of shares of Liberty Media’s Series A, Series B, and Series C Liberty SiriusXM common stock and Old Sirius’s common stock as converted by the Redemption and Merger exchange ratios, respectively, as no SplitCo shares were outstanding during that period. In calculating diluted net income(loss) per common share, we used 362 of diluted common shares for the year ended December 31, 2023, respectively, which was the weighted average number of shares of Liberty Media’s Series A, Series B, and Series C Liberty SiriusXM common stock and Old Sirius’s common stock adjusted for the impact of dilutive instruments as converted by the Redemption and Merger exchange ratios, respectively, as no SplitCo shares were outstanding during that period.

Common stock equivalents of 22, 47 and 37 for the years ended December 31, 2025, 2024 and 2023, respectively, were excluded from the calculation of diluted net income (loss) per common share as the effect would have been anti-dilutive.


	For the Years Ended December 31,
		2025		2024		2023
Numerator:
Net income (loss) available to common stockholders for basic net income per common share		$	805	$	(1,665)	$	786
Net income (loss) attributable to noncontrolling interest		—		(410)		202
Total net income (loss)		805		(2,075)		988
Effect of assumed conversions of convertible notes, net of tax		(9)		—		13
Net income (loss) available to common stockholders for dilutive net income (loss) per common share		$	796	$	(2,075)	$	1,001
Denominator:
Weighted average common shares outstanding for basic net income (loss) per common share		338		338		339
Weighted average impact of assumed convertible and exchangeable notes		18		—		21
Weighted average impact of dilutive equity instruments		1		—		2
Weighted average shares for diluted net income (loss) per common share		357		338		362
Net income (loss) per common share:
Basic		$	2.38	$	(6.14)	$	2.91
Diluted		$	2.23	$	(6.14)	$	2.77