Quarterly report [Sections 13 or 15(d)]

Debt (Tables)

v3.26.1
Debt (Tables)
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
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.
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  $ —