SIRI · Sirius XM Holdings Inc.

Summary

Sirius XM Radio LLC priced an upsized $1,250,000,000 aggregate principal amount offering of 5.875% Senior Notes due 2032, an increase of $250,000,000 from the original size, expected to close on March 4, 2026. Net proceeds, together with cash on hand, will fund the tender offer and/or redemption of all 3.125% Senior Notes due 2026 ($1,000 million outstanding as of December 31, 2025) and redemption of $250 million of 5.000% Senior Notes due 2027.

Key takeaways

• Pricing of $1,250 million 5.875% Senior Notes due 2032 by Sirius XM Radio LLC, upsized by $250 million
• Notes offered to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S at 100% of principal
• Expected closing March 4, 2026 subject to customary conditions
• Use of proceeds: tender/ redeem $1,000 million 3.125% Senior Notes due 2026 and $250 million 5.000% Senior Notes due 2027
• Conditional redemption notice issued February 27, 2026 for $250 million 5.000% Notes on March 29, 2026 at 100% plus accrued interest