Quarterly report [Sections 13 or 15(d)]

Debt

v3.26.1
Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt Debt
Our debt as of March 31, 2026 and December 31, 2025 consisted of the following:
          Principal Amount at
Carrying value(a) at
Issuer / Borrower Issued Debt Maturity Date Interest
Payable		 March 31, 2026 March 31, 2026 December 31, 2025
Sirius XM Holdings notes and loans:
Sirius XM Holdings(b)
March 2023
3.75% Convertible Senior Notes
 March 15, 2028
Semi-annually in arrears on March 15 and September 15
 $ 575  $ 597  $ 579 
Sirius XM Radio LLC notes and loans:
Sirius XM(c)
September 2024
Incremental Term Loan (the “Delayed Draw Incremental Term Loan”)
 September 9, 2027 variable fee paid quarterly 386  386  400 
Sirius XM
December 2012
Senior Secured Revolving Credit Facility (the “Credit Facility”)
 August 31, 2030 variable fee paid quarterly 70  70  20 
Sirius XM(c) (e)
August 2021
3.125% Senior Notes
 September 1, 2026 semi-annually on March 1 and September 1 —  —  999 
Sirius XM(c) (f)
July 2017
5.00% Senior Notes
 August 1, 2027 semi-annually on February 1 and August 1 1,250  1,248  1,497 
Sirius XM(c)
June 2021
4.00% Senior Notes
 July 15, 2028 semi-annually on January 15 and July 15 2,000  1,992  1,991 
Sirius XM(c)
June 2019
5.500% Senior Notes
 July 1, 2029 semi-annually on January 1 and July 1 1,250  1,245  1,244 
Sirius XM(c)
June 2020
4.125% Senior Notes
 July 1, 2030 semi-annually on January 1 and July 1 1,500  1,492  1,492 
Sirius XM(c)
August 2021
3.875% Senior Notes
 September 1, 2031 semi-annually on March 1 and September 1 1,500  1,490  1,490 
Sirius XM(c) (d)
March 2026
5.875% Senior Notes
 April 15, 2032
semi-annually on April 15 and October 15
 1,250  1,236  — 
Sirius XM Various Finance leases Various  n/a  n/a 4  5 
Total debt
 9,760  9,717 
Less: total current maturities
 59  1,058 
Less: total deferred financing costs, net
 13  11 
Total long-term debt $ 9,688  $ 8,648 
(a)The carrying value of the obligations is net of any remaining unamortized original issue discount except for the debt measured at fair value noted in (b) below.
(b)Measured at fair value.
(c)On September 3, 2024, Sirius XM Radio LLC added a parent guarantee from Sirius XM Inc. to each series of Sirius XM Radio LLC notes in connection with the conversion of Sirius XM Radio Inc. into a Delaware limited liability company. All material domestic subsidiaries of Sirius XM Radio LLC, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the Delayed Draw Incremental Term Loan and these notes.
(d)On March 4, 2026, Sirius XM Radio LLC issued $1,250 aggregate principal amount of the 5.875% Senior Notes due 2032 (“2032 Notes”) with a net original issuance discount and deferred financing costs in aggregate of $18.
(e)A portion of the net proceeds from the 2032 Notes offering, together with cash on hand, were used to repurchase approximately $499 of Sirius XM Radio LLC’s outstanding 3.125% Senior Unsecured Notes due 2026 (the “2026 Notes”) pursuant to a tender offer (the “Tender Offer”) completed by Sirius XM Radio LLC on March 5, 2026. On March 10, 2026, Sirius XM Radio LLC satisfied and discharged (the “Satisfaction and Discharge”) the remaining 2026 Notes and related note guarantees and the indenture governing the 2026 Notes by depositing with the trustee sufficient
funds in U.S. treasuries to pay the outstanding principal amount and accrued interest to the maturity date with respect to the 2026 Notes that remained outstanding after the Tender Offer, in accordance with the terms of the indenture governing the 2026 Notes. Upon completion of the Satisfaction and Discharge, the 2026 Notes and the related note guarantees and indenture governing the 2026 Notes and the obligations of Sirius XM Radio LLC and the guarantors were discharged and ceased to have further effect (except for the provisions of the indenture governing the 2026 Notes that such indenture expressly provides survives). The aggregate repurchase price for the 2026 Notes purchased in the Tender Offer and the amount necessary to complete the Satisfaction and Discharge was $997, which included the principal amount of $1,000, a discount of $3 and accrued interest of $1. We recognized a pre-tax gain of $2 on the extinguishment, including the discount mentioned above, related fees and the write-off of unamortized deferred financing costs and discount, included within Other expense, net on our consolidated statements of operations during the three months ended March 31, 2026.
(f)On March 29, 2026 (with payment made on March 30, 2026 due to the redemption date being a non-business day), Sirius XM Radio LLC redeemed $250 in outstanding principal amount of the 5.00% Senior Notes due 2027 for an aggregate purchase price, including interest, of $252. Sirius XM Radio LLC used a portion of the net proceeds from the 2032 Notes offering, together with cash on hand, to complete such redemption. We recognized a loss on extinguishment of debt of less than $1, consisting primarily of unamortized discount and deferred financing fees, included within Other expense, net on our consolidated statements of operations during the three months ended March 31, 2026.
Sirius XM Holdings notes and loans:
3.75% Convertible Senior Notes due 2028
On March 10, 2023, Liberty Media issued $575 aggregate principal amount of its 3.75% convertible notes due 2028 (the “Convertible Notes”). In connection with the Transactions, we assumed all of the obligations of Liberty Media under the indenture governing the Convertible Notes. The Convertible Notes accrue interest at a rate of 3.75% per annum and mature on March 15, 2028. As of March 31, 2026, the conversion rate for the Convertible Notes was 31.9200 shares (not in millions) of our common stock per $1,000 principal amount (not in millions) of Convertible Notes, equivalent to a conversion price of approximately $31.33 per share of our common stock (not in millions).
Holders of the Convertible Notes may convert their Convertible Notes, in integral multiples of $1,000 principal amount, at their option, under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or more than 130% of the conversion price of the Convertible Notes on the last day of such preceding calendar quarter; (ii) during the five business-day period after any five consecutive trading-day period (the “Measurement Period”), in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of that Measurement Period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate for the Convertible Notes on each such trading day; (iii) if the Company calls the Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events described in the Convertible Notes Indenture. In addition, holders may convert their Convertible Notes at their option at any time on or after December 15, 2027 and ending on the close of business on the second scheduled trading day immediately preceding the stated maturity date for the Convertible Notes, without regard to the foregoing circumstances. Upon a conversion of the Convertible Notes, we may elect to pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of our common stock. We elected to account for the Convertible Notes using the fair value option. See Note 3 for information related to unrealized gains (losses) on debt measured at fair value.
Sirius XM Radio LLC notes and loans:
The Credit Facility
On August 20, 2025, Sirius XM Radio LLC entered into an amendment to, among other things, increase the Credit Facility to $2,000 and extend its maturity to August 31, 2030. Sirius XM Radio LLC’s obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and by Sirius XM Inc. and are secured by a lien on substantially all of Sirius XM Radio LLC’s assets and the assets of its material domestic subsidiaries. Borrowings bear interest at the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate determined by Sirius XM Radio LLC’s debt to operating cash flow ratio, and we pay a variable commitment fee on unused commitments of 0.25% per
annum as of March 31, 2026. The amendment also adds a springing maturity feature which will automatically accelerate the maturity date of the Credit Facility to a date 91 days prior to the stated maturity of certain of Sirius XM Radio LLC’s long-term debt instruments, including Sirius XM Radio LLC’s 2026, 2027, 2028, 2029 and 2030 Senior Notes and the Delayed Draw Incremental Term Loan, if at such date Sirius XM Radio LLC does not have sufficient liquidity to repay the maturing obligations. Liquidity for this test is defined as the sum of (i) unrestricted cash and cash equivalents and (ii) available borrowing capacity under the Credit Facility.
On January 26, 2024, Sirius XM Radio LLC entered into an amendment to the Credit Facility to, among other things, incorporate a $1,100 Delayed Draw Incremental Term Loan. Interest on the Delayed Draw Incremental Term Loan is based on SOFR plus an applicable rate. On September 3, 2024, Sirius XM Radio LLC entered into a technical amendment to the Credit Facility to add a parent guarantee from Sirius XM Inc. to the Credit Facility in connection with the conversion of Sirius XM Radio Inc. into a Delaware limited liability company.
As of March 31, 2026, $70 was outstanding under the Credit Facility and $386 was outstanding under the Delayed Draw Incremental Term Loan, of which $55 was recorded as current debt and the remainder was recorded in Long-term debt in our consolidated balance sheets.
Covenants and Restrictions
Under the Credit Facility, Sirius XM Radio LLC, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0.  The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM Radio LLC’s ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM Radio LLC’s assets and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions.
The indentures governing Sirius XM Radio LLC’s notes restrict Sirius XM Radio LLC’s non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis.  The indentures governing the notes also contain covenants that, among other things, limit Sirius XM Radio LLC’s ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate or transfer, lease, assign or otherwise dispose of all or substantially all of SiriusXM's assets.
Under Sirius XM Radio LLC’s debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable.  If an event of default occurs and is continuing, our debt could become immediately due and payable.
Fair Value of Debt
The fair values, based on quoted market prices of the same instruments but not considered to be active markets (Level 2), of Sirius XM Radio LLC’s debt securities, not reported at fair value, whose carrying value does not approximate fair value, are as follows:
March 31, 2026 December 31, 2025
3.125% Senior Notes due 2026
 $ —  $ 989 
5.00% Senior Notes due 2027
 $ 1,245  $ 1,496 
4.00% Senior Notes due 2028
 $ 1,928  $ 1,948 
5.50% Senior Notes due 2029
 $ 1,241  $ 1,256 
4.125% Senior Notes due 2030
 $ 1,401  $ 1,425 
3.875% Senior Notes due 2031
 $ 1,358  $ 1,376 
5.875% Senior Notes due 2032
 $ 1,239  $ —