Sirius XM Concludes Cash Tender Offer for 3.125% Senior Notes Due 2026

On March 5, 2026, Sirius XM Holdings Inc. (NASDAQ: SIRI) officially announced the completion and results of its cash tender offer (the "Offer") for its outstanding 3.125% Senior Notes due in 2026. This offer, which initially commenced on February 26, 2026, was designed to enable the company to repurchase its debt securities amidst evolving market conditions.

The Offer closed on March 4, 2026, at 5:00 PM New York City time. According to Kroll Issuer Services, who acted as the tender and information agent for the Offer, a total of $498,935,000 of the 3.125% Senior Notes was tendered, representing approximately 49.89% of the principal amount outstanding, totaling $1 billion. The purchase price was set at $994.64 per $1,000 principal amount of notes.

The cash tender offer was part of Sirius XM's strategic management of its debt obligations. By accepting these valid tenders, Sirius XM aims to strengthen its balance sheet and enhance liquidity. This initiative is further bolstered by the closing of a recent offering of $1.25 billion in 5.875% senior notes due in 2032, the proceeds of which will also contribute to financing the purchase of the tendered notes.

The company plans to complete payments for the accepted notes on March 5, 2026, while payments for notes tendered under guaranteed delivery procedures are expected to be made on March 9, 2026. These transactions will enable Sirius XM to effectively manage its upcoming financial commitments and potentially lower interest expenses.

Further, following the conclusion of this transaction, Sirius XM intends to issue a notice of redemption for any existing Senior Notes that remain outstanding. This process will utilize a portion of the net proceeds from their recent notes offering, alongside available cash, to address any remaining debt obligations under the existing indenture terms.

Sirius XM Holdings has maintained a strong position within the audio entertainment industry, providing a variety of services that include its renowned subscription service, advertising-supported platforms, and a diversified podcast network. With an outreach of approximately 170 million monthly listeners, the company is committed to adapting to market needs while also enhancing its offerings to an expansive audience.

As the audio entertainment landscape continuously changes, Sirius XM's strategic moves, including repurchasing notes and managing its capital structure, are crucial in maintaining its competitive edge. The company is navigating a myriad of challenges, including customer retention in the face of evolving technology and changing consumer behaviors.

The works and statements in this announcement may contain forward-looking components that involve risks and uncertainties, ranging from market fluctuations to potential operational challenges, which may influence the results described here. Sirius XM Holdings remains focused on mitigating these risks while expanding its services to meet the growing demands of content and media consumption.

The underlying objective of these financial maneuvers is a commitment to long-term stability and growth, securing its position as a leader in North America's audio entertainment sector, especially as competition intensifies. As its portfolio grows, the company underscores its commitment to shareholder value and operational efficiency, emphasizing the importance of strategic financial management during pivotal times.