Sirius XM Holdings Inc. (NASDAQ: SIRI) has announced that its subsidiary, Sirius XM Radio LLC, has priced an upsized offering of $1,250,000,000 of 5.875% senior notes due 2032. This represents an increase of $250,000,000 in aggregate principal amount in the offering size of the notes. The sale of the notes is expected to be consummated on or about March 4, 2026, subject to customary closing conditions.
The notes are to be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States in compliance with Regulation S of the Securities Act.
The notes will bear interest at an annual rate of 5.875%, and the price to investors will be 100% of the principal amount of the notes. The issuer will receive gross proceeds of approximately $1,250,000,000 from the sale of the notes before deducting the initial purchasers' commissions and estimated offering fees and expenses.
The issuer intends to use the net proceeds from the offering, together with cash on hand, to (i) purchase its 3.125% senior notes due 2026, validly tendered and not validly withdrawn pursuant to the issuer’s concurrent cash tender offer for any and all 3.125% notes, (ii) redeem or discharge all of the 3.125% notes not purchased in the concurrent tender offer, and (iii) redeem $250.0 million aggregate principal amount of the issuer’s outstanding 5.000% senior notes due 2027. As of December 31, 2025, $1,000 million aggregate principal amount of 3.125% notes were outstanding, and $1,500 million aggregate principal amount of 5.000% notes were outstanding.
The notes have not been and will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
About Sirius XM Holdings Inc. SiriusXM is a leading audio entertainment company in North America with a portfolio of audio businesses, including its flagship subscription entertainment service SiriusXM, the ad-supported and premium music streaming services of Pandora, an expansive podcast network, and a suite of business and advertising solutions. Reaching a combined monthly audience of approximately 170 million listeners, SiriusXM offers a broad range of content for listeners everywhere they tune in with a diverse mix of live, on-demand, and curated programming across music, talk, news, and sports. As a result of these announcements, the company's shares have moved -2.2% on the market, and are now trading at a price of $20.45. For more information, read the company's full 8-K submission here.
