Quarterly report [Sections 13 or 15(d)]

Fair Value Measurements

v3.26.1
Fair Value Measurements
 3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of March 31, 2026 and December 31, 2025, the carrying amounts of cash and cash equivalents, receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. Due
to the variable rate nature of the Credit Facility (including the Delayed Draw Incremental Term Loan), each as defined in Note 11, we believe that the carrying amount approximated fair value at March 31, 2026 and December 31, 2025. Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for input into valuation techniques as follows:
i.Level 1 input: unadjusted quoted prices in active markets for identical instrument;
ii.Level 2 input: observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
iii.Level 3 input: unobservable inputs developed using management's assumptions about the inputs used for pricing the asset or liability.
Our assets and liabilities measured at fair value were as follows:
  March 31, 2026 December 31, 2025
  Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3 Total Fair Value
Cash equivalents
 $ 1  $ —  $ —  $ 1  $ —  $ —  $ —  $ — 
Financial instruments(a)
$ 50  $ —  $ —  $ 50  $ 56  $ —  $ —  $ 56 
Debt (b)
$ —  $ 597  $ —  $ 597  $ —  $ 579  $ —  $ 579 
(a)Level 1 financial instrument assets are comprised of our deferred compensation plan assets. Refer to Note 13 for additional discussion.
(b)The fair values of the Convertible Notes (as defined in Note 11) are based on quoted market prices but are not considered to be traded on “active markets,” as defined by GAAP. Refer to Note 11 for additional discussion related to our debt.

Realized and Unrealized Gains (Losses) on Financial Instruments, net
Realized and unrealized gains (losses) on financial instruments, net, are comprised of changes in the fair value of the following and are included in Other income, net, on the unaudited consolidated statements of operations:
Three Months Ended March 31,
2026 2025
Debt measured at fair value (a)
(21) (3)
Total
 $ (21) $ (3)
(a)We elected to account for the Convertible Notes using the fair value option. The Convertible Notes are the obligations of Sirius XM Holdings. SiriusXM is not an obligor or guarantor of the Convertible Notes. Changes in the fair value of the Convertible Notes recognized in the unaudited consolidated statements of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is convertible. We isolate the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognize such amount in other comprehensive earnings (loss). The change in the fair value of the Convertible Notes attributable to changes in the instrument specific credit risk was a gain of $2 and a gain of $1 for the three months ended March 31, 2026 and 2025, respectively. The cumulative change in fair value since issuance was a loss of $17 as of March 31, 2026, net of the recognition of previously unrecognized gains and losses.