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Benefit Plans | 3 Months Ended
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Mar. 31, 2025
Retirement Benefits [Abstract] |
Benefit Plans | Benefit Plans Included in the accompanying unaudited consolidated statements of operations are the following amounts of share-based compensation expense:
| For the Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |  |  |
Cost of services: |  |  |  |  |  |  |  |  |
Programming and content | $ | 9 |  |  | $ | 9 |  |  |  |  |  |  |
Customer service and billing | 1 |  |  | 1 |  |  |  |  |  |  |
Transmission | 2 |  |  | 1 |  |  |  |  |  |  |
Sales and marketing | 14 |  |  | 12 |  |  |  |  |  |  |
Product and technology | 10 |  |  | 12 |  |  |  |  |  |  |
General and administrative | 14 |  |  | 13 |  |  |  |  |  |  |
| $ | 50 |  |  | $ | 48 |  |  |  |  |  |  |
SplitCo Awards Liberty Media granted, to certain of its directors and employees, restricted stock awards (“RSAs”), restricted stock units ("RSUs") and stock options to purchase shares of SplitCo common stock (collectively, "SplitCo Awards"). SplitCo measured the cost of employee services received in exchange for an equity classified SplitCo Award based on the grant-date fair value (“GDFV”) of the SplitCo Award and recognized that cost over the period during which the employee is required to provide service (usually the vesting period of the SplitCo Award). SplitCo measured the cost of employee services received in exchange for a liability classified SplitCo Award based on the current fair value of the SplitCo Award and remeasures the fair value of the SplitCo Award at each reporting date. At the time of the Split-Off, outstanding stock options to purchase shares of SplitCo common stock were accelerated and became fully vested and exchanged into stock options to purchase shares of our common stock adjusted based on the exchange ratio identified in the Liberty Sirius XM Holdings Inc. Transitional Stock Adjustment Plan (the “SplitCo Award Exchange Ratio”). The RSAs and RSUs with respect to shares of SplitCo common stock accelerated, became fully vested, and are treated as outstanding shares of our common stock and as such were exchanged into shares of our common stock based on the SplitCo Award Exchange Ratio. Following the Split-Off, a portion of the outstanding stock options to purchase shares of our common stock are to be settled in cash as the underlying shares were not registered, and therefore these awards were classified as liability awards and will be remeasured at each reporting date. As of March 31, 2025, we recognized a liability of $2 related to these awards which is recorded in Accounts payable and accrued expenses in our unaudited consolidated balance sheets. Sirius XM Holdings Awards 2024 Long-Term Stock Incentive Plan In connection with the Transactions, Liberty Media, as the sole stockholder of SplitCo, approved the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan (the “2024 Plan”). Employees, consultants and non-employee members of Sirius XM Holdings’ board of directors are eligible to receive awards under the 2024 Plan. The 2024 Plan provides for the grant of stock options, stock appreciation rights (“SARs”), RSAs, RSUs and other stock-based awards that the compensation committee of our board of directors deems appropriate. Stock-based awards granted under the 2024 Plan are generally subject to a graded vesting requirement. Stock options generally expire ten years from the date of grant. RSUs include performance-based RSUs (“PRSUs”), the vesting of which are subject to the achievement of performance goals and the employee’s continued employment. Each RSU entitles the holder to receive one share of common stock upon vesting. As of March 31, 2025, 25 shares of our common stock were available for future grants under the 2024 Plan. Transitional Stock Adjustment Plan In connection with the Transactions, Liberty Media, as the sole stockholder of SplitCo, approved the Sirius XM Holdings Inc. Transitional Stock Adjustment Plan (the “Transitional Plan”). Current and former employees and consultants of Liberty Media or a former direct or indirect subsidiary of Liberty Media, any successor of any such former subsidiary, and the parent company (directly or indirectly) of any such former subsidiary or successor (collectively, a “Qualifying Subsidiary”) or a member of the board of directors of Liberty Media or a Qualifying Subsidiary and in each case, who, as of September 9, 2024, (a) held an outstanding option of any series of Liberty Media’s Liberty SiriusXM common stock (a “Liberty Media SiriusXM Option Award”) pursuant to (i) the Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015), as amended, (ii) the Liberty Media Corporation 2013 Nonemployee Director Plan (Amended and Restated as of December 17, 2015), as amended, (iii) the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended, (iv) the Liberty Media Corporation 2022 Omnibus Incentive Plan, as amended, and/or (v) any other stock option or incentive plan adopted or assumed by Liberty Media (each, a “Liberty Media Incentive Plan”) and (b) received an option under the Transitional Plan in accordance with the terms of the Reorganization Agreement were eligible to receive awards under the Transitional Plan. The Transitional Plan provided for the grant of stock options. Stock options were subject to all the terms and conditions of the applicable Liberty Media Incentive Plan and associated instrument under which the corresponding Liberty Media Sirius XM Option Award was made. As of March 31, 2025, 3 shares of our common stock were reserved for issuance in connection with outstanding stock based awards in connection with the Transitional Plan. Other Plans We maintain three share-based benefit plans in addition to the 2024 Plan and the Transitional Plan — the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan, the 2014 Stock Incentive Plan of AdsWizz Inc. and the Pandora Media, Inc. 2011 Equity Incentive Plan. Excluding dividend equivalent units granted as a result of a declared dividend, no further awards may be made under these plans. The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees, members of our board of directors and non-employees under the Sirius XM Awards during the three months ended March 31, 2024:
|  |  | For the Three Months Ended March 31, |  |
|  |  | 2024 |  |  |  |  |  |
Risk-free interest rate |  |  | 4.2% |  |  |  |  |  |
Expected life of options — years |  |  | 3.76 |  |  |  |  |  |
Expected stock price volatility |  |  | 39% |  |  |  |  |  |
Expected dividend yield |  |  | 2.1% |  |  |  |  |  |
There were no options granted during the three months ended March 31, 2025. The following table summarizes stock option activity under our share-based plans for the three months ended March 31, 2025:
| Options |  | WAEP |  | Weighted-Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value
Outstanding as of January 1, 2025 | 18 |  |  | $ | 49.69 |  |  |  |  |
Granted | — |  |  | $ | — |  |  |  |  |
Exercised | — |  |  | $ | — |  |  |  |  |
Forfeited, cancelled or expired | (1) |  |  | $ | 47.04 |  |  |  |  |
Outstanding as of March 31, 2025 | 17 |  |  | $ | 49.86 |  |  | 3.99 |  | $ | — |
Exercisable as of March 31, 2025 | 14 |  |  | $ | 51.11 |  |  | 3.22 |  | $ | — |
The total intrinsic value of stock options exercised during the three months ended March 31, 2024 was $1. During the three months ended March 31, 2024, the number of net settled shares issued as a result of stock option exercises was less than 1. There were no options exercised during the three months ended March 31, 2025. The following table summarizes the RSUs, including PRSUs, activity under our share-based plans for the three months ended March 31, 2025:
| Shares |  | GDFV Per Share
Nonvested as of January 1, 2025 | 12 |  |  | $ | 42.33 |
Granted | 9 |  |  | $ | 25.75 |
Vested | (1) |  |  | $ | 58.89 |
Forfeited | (1) |  |  | $ | 34.92 |
Nonvested as of March 31, 2025 | 19 |  |  | $ | 32.92 |
The total intrinsic value of RSUs, including PRSUs, vesting during the three months ended March 31, 2025 and 2024 was $24 and $34, respectively. During the three months ended March 31, 2025, the number of net settled shares issued as a result of RSUs vesting totaled 1. During the three months ended March 31, 2025, we granted less than 1 PRSUs to certain employees. We believe it is probable that the performance target applicable to these PRSUs will be achieved. In connection with the cash dividends paid during the three months ended March 31, 2025, we granted less than 1 RSUs, including PRSUs, in accordance with the terms of existing award agreements. These grants did not result in any additional incremental share-based payment expense being recognized during the three months ended March 31, 2025. Total unrecognized compensation costs related to unvested share-based payment awards for our stock options and RSUs, including PRSUs, granted to employees, members of our board of directors and third parties at March 31, 2025 and December 31, 2024 was $546 and $402, respectively. The total unrecognized compensation costs at March 31, 2025 are expected to be recognized over a weighted-average period of 2.9 years. 401(k) Savings Plans We sponsor the Sirius XM Radio Inc. 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees. The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. We may also make additional discretionary matching, true-up matching and non-elective contributions to the Sirius XM Plan. Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions. Our cash employer matching contributions are not used to purchase shares of our common stock on the open market, unless the employee elects our common stock as their investment option for this contribution. We recognized expenses of $5 and $6 for the three months ended March 31, 2025 and 2024, respectively, in connection with the Sirius XM Plan. Sirius XM Holdings Inc. Deferred Compensation Plan The Sirius XM Holdings Inc. Deferred Compensation Plan (the “DCP”) allows members of our board of directors and certain eligible employees to defer all or a portion of their base salary, cash incentive compensation and/or board of directors’ cash compensation, as applicable. Pursuant to the terms of the DCP, we may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so. We have established a grantor (or “rabbi”) trust to facilitate the payment of our obligations under the DCP. Contributions to the DCP, net of withdrawals, for the three months ended March 31, 2025 and 2024, were $(3) and $2, respectively. As of March 31, 2025 and December 31, 2024, the fair value of the investments held in the trust were $55 and $60, respectively, which is included in Other long-term assets in our unaudited consolidated balance sheets and classified as trading securities. Trading gains and losses associated with these investments are recorded in Other (expense) income within our unaudited consolidated statements of operations. The associated liability is recorded within Other long-term liabilities in our unaudited consolidated balance sheets, and any increase or decrease in the liability is recorded in General and administrative expense within our unaudited consolidated statements of operations. We recorded (losses) gains on investments held in the trust of $(2) and $3 for the three months ended March 31, 2025 and 2024, respectively.

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- Definition The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 710 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/710/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 712 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/712/tableOfContent Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 715 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/715/tableOfContent Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent + Details
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