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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2024 (September 17, 2024)

SIRIUS XM HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware | 001-34295 | 93-4680139
(State or Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.)

1221 Avenue of the Americas, 35th Fl., New York, NY | 10020
(Address of Principal Executive Offices) | (Zip Code)

Registrant's telephone number, including area code: (212) 584-5100
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, par value $0.001 per share | SIRI | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. | Regulation FD Disclosure

In accordance with Regulation FD, Sirius XM Holdings Inc. hereby furnishes a presentation that the company intends to use with investors and analysts beginning on September 17, 2024. Such presentation is attached to this Current Report on Form 8-K as Exhibit 99.1. A copy of the investor presentation is posted on the Investor Relations section of the company’s website at https://investor.siriusxm.com/news-events/presentations.

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to this Item 7.01 of Form 8-K, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. | Financial Statements and Exhibits

(d) Exhibits:

99.1 | Investor Presentation of Sirius XM dated September 2024
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| SIRIUS XM HOLDINGS INC.
| By: | /s/ Patrick L. Donnelly
|  | Patrick L. Donnelly
|  | Executive Vice President, General Counsel and Secretary

Dated: September 17, 2024

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