tm243744-12_424b3 - none

Filed pursuant to Rule 424(b)(3)

Registration No. 333-276758


	LIBERTY MEDIA CORPORATION 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5400			SIRIUS XM HOLDINGS INC. 1221 Avenue of the Americas, 35th Floor New York, New York 10020 (212) 584-5100

July 23, 2024

Dear Stockholder:

On behalf of the boards of directors of Liberty Media Corporation, a Delaware corporation (Liberty Media), and Sirius XM Holdings Inc., a Delaware corporation (Sirius XM Holdings), we are pleased to enclose the accompanying proxy statement/notice/prospectus/information statement (the materials) relating to the proposed transaction to combine Liberty Media’s Liberty SiriusXM Group with Sirius XM Holdings to form a new, consolidated, independent public company, which will continue to operate under Sirius XM Holdings’ name and brands. The new company will have no majority stockholder, a single class of shares outstanding and a board comprised of a majority of independent directors.

In the transaction, Liberty Media would separate the Liberty SiriusXM Group from Liberty Media by means of a redemptive split-off (the Split-Off) of Liberty Sirius XM Holdings Inc., a Delaware corporation and wholly owned subsidiary of Liberty Media (New Sirius). A wholly owned subsidiary of New Sirius will then merge with and into Sirius XM Holdings, Sirius XM Holdings will become a wholly owned subsidiary of New Sirius, and, in connection with the completion of the transactions, New Sirius will be renamed “Sirius XM Holdings Inc.” At the effective time of the Merger, Sirius XM Holdings will be renamed Sirius XM Inc.

Liberty Media, New Sirius and Sirius XM Holdings have entered into a Reorganization Agreement, dated as of December 11, 2023 (as may be amended from time to time, the Reorganization Agreement). The Reorganization Agreement governs, among other things, the terms and conditions of the Split-Off, pursuant to which all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group, including, among others, Liberty Media’s approximately 83% interest in Sirius XM Holdings, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by Liberty Media’s wholly owned special purpose subsidiary that will be repaid after the Split-Off in connection with the Merger, which is secured by shares of the common stock, par value $0.001 per share, of Sirius XM Holdings (Sirius XM Common Stock), and corporate cash, will be contributed to New Sirius and each outstanding share of Liberty Media’s Series A Liberty SiriusXM common stock, par value $0.01 per share (LSXMA), Series B Liberty SiriusXM common stock, par value $0.01 per share (LSXMB) and Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK and, together with LSXMA and LSXMB, collectively, Liberty SiriusXM Common Stock) will be redeemed for such number of shares of common stock of New Sirius, par value $0.001 per share (New Sirius Common Stock), equal to the Exchange Ratio (as defined in the Reorganization Agreement and further described below) (the Exchange Ratio) (such redemption and exchange, the Redemption), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock.

Prior to the closing of the Split-Off and pursuant to the Reorganization Agreement, the Exchange Ratio (rounded to the nearest ten-thousandth) will be calculated based on (a) one-tenth (0.1) multiplied by (b)(i) the number of shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries immediately prior to the Split-Off reduced by a net liabilities share adjustment, divided by (ii) the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock after the close of the market on the date that is seven business days prior to the date of closing of the Redemption, as further described in the accompanying materials.

Liberty Media, Sirius XM Holdings, New Sirius and Radio Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of New Sirius (Merger Sub), have also entered into an Agreement and Plan of Merger, dated as of December 11, 2023 (as may be amended from time to time, the Merger Agreement), pursuant to which, substantially concurrently with, but following, the completion of the Split-Off, Merger Sub will merge with and into Sirius XM Holdings (the Merger and, collectively with the Split-Off, the Transactions), with Sirius XM Holdings surviving the Merger as a wholly owned subsidiary of New Sirius.

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Upon completion of the Merger, each share of Sirius XM Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares beneficially owned by Sirius XM Holdings or New Sirius or any of its subsidiaries) will be converted into the right to receive one-tenth (0.1) of a share of New Sirius Common Stock, with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock.

As a result of the Transactions, based on an estimated Exchange Ratio of approximately 0.83, which takes into account the amendment to the Exchange Ratio providing that it is multiplied by one-tenth (0.1) and which assumes that as of June 30, 2024, there will be approximately 3,846.6 million shares of Sirius XM Common Stock outstanding, approximately 353.1 million shares of Liberty SiriusXM Common Stock outstanding and approximately 3,205.8 million shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries immediately prior to the Split-Off that, pursuant to the Exchange Ratio, is subject to reduction for an estimated net liabilities share adjustment of an amount of New Sirius Common Stock corresponding to approximately 274.8 million shares of Sirius XM Common Stock (which, based on the $4.23 reference price for shares of Sirius XM Common Stock, equates to approximately $1,163 million), we estimate that the former Sirius XM Holdings stockholders, in the aggregate but other than Liberty Media and its subsidiaries, will own approximately 19% of the outstanding shares of New Sirius Common Stock, with the former holders of Liberty SiriusXM Common Stock (in the aggregate) owning the remaining shares of New Sirius Common Stock, in each case, immediately following the completion of the Merger.

The New Sirius Common Stock is expected to be listed on the Nasdaq Global Select Market under Sirius XM Holdings’ current symbol, “SIRI”. If the Transactions are completed, each series of Liberty SiriusXM Common Stock will be delisted from the Nasdaq Global Select Market and will be deregistered under the Securities Exchange Act of 1934, as amended.

Liberty Media will hold a special meeting of its LSXMA and LSXMB stockholders at 10:15 a.m., Mountain time, on August 23, 2024 (the Liberty Special Meeting), at which meeting such stockholders will be asked to consider and vote on a proposal to approve the Redemption (the Split-Off Proposal). The Liberty Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. LSXMA and LSXMB stockholders may attend the Liberty Special Meeting, access the LSXMA and LSXMB stockholders list, submit questions and vote their shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2024SM. To enter the Liberty Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Liberty Media recommends logging in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on August 23, 2024.

In connection with the Merger Agreement and as a condition of and material inducement to Sirius XM Holdings entering into the Merger Agreement, on December 11, 2023, certain entities affiliated with John C. Malone (the Malone Stockholders) entered into a Voting Agreement with Liberty Media, New Sirius and Sirius XM Holdings (the Voting Agreement). The Voting Agreement provides that, among other things, the Malone Stockholders have agreed, subject to the terms of the Voting Agreement, to vote their respective shares of LSXMA and LSXMB, representing approximately 48.3% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate, in favor of the Split-Off Proposal and the transactions contemplated thereby, except that they will be obligated to vote shares representing approximately 33.37% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate in favor thereof in the event that the board of directors of Liberty Media changes its recommendation related to the Split-Off and Sirius XM Holdings elects not to terminate the Merger Agreement.

We expect to complete the Split-Off and the Merger approximately two weeks after the Liberty Special Meeting (and the satisfaction of the other conditions in the Reorganization Agreement and the Merger Agreement) and we will announce the date and time of the Split-Off and the Merger shortly following the Liberty Special Meeting. Given that the completion of the Split-Off is a condition to the completion of the Merger, if the Split-Off Proposal is not approved, neither the Split-Off nor the Merger will be completed.

The Liberty Media board of directors has unanimously (a) approved and declared advisable and in the best interests of Liberty Media and its stockholders (including the holders of Liberty SiriusXM Common Stock) (i) the Split-Off and the transactions contemplated thereby (including the transactions contemplated by the Reorganization Agreement) and (ii) the Merger Agreement, each of the other transaction agreements to which Liberty Media is a party, and the transactions contemplated thereby, including the Merger, and (b) recommended that holders of LSXMA and LSXMB, voting together as a separate class, vote “FOR” the Split-Off Proposal.

A special committee comprised solely of independent directors of Sirius XM Holdings who are also independent of Liberty Media (the Special Committee) has unanimously approved, and declared advisable and in the best interests of Sirius XM Holdings and its stockholders (other than Liberty Media and its subsidiaries), and has recommended that the board of directors of Sirius XM Holdings approve, the Merger Agreement, each of the other transaction agreements to which Sirius XM Holdings is a party, and the transactions contemplated thereunder.

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is a party, and the transactions contemplated thereunder and has recommended that the stockholders of Sirius XM Holdings (other than Liberty Media and its subsidiaries) adopt the Merger Agreement.

The adoption of the Merger Agreement and, therefore, the approval of the Merger, required the affirmative vote of holders of a majority of the voting power of the outstanding shares of Sirius XM Common Stock entitled to vote on such matters. On December 11, 2023 and June 16, 2024, Liberty Radio, LLC, a Delaware limited liability company and wholly owned subsidiary of Liberty Media, which on such dates owned of record a majority of the issued and outstanding shares of Sirius XM Common Stock and held a majority of the voting power of capital stock of Sirius XM Holdings, delivered (a) an action by written consent authorizing, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger, which December 11, 2023 consent (the December 2023 Sirius XM Stockholder Written Consent) became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto and (b) an action by written consent authorizing, adopting and approving the First Amendment to the Agreement and Plan of Merger and the transactions contemplated thereby, which June 16, 2024 consent (the June 2024 Sirius XM Stockholder Written Consent and, together with the December 2023 Sirius XM Stockholder Written Consent, the Sirius XM Stockholder Written Consents) became effective immediately following the execution and delivery of the First Amendment to the Agreement and Plan of Merger by all parties thereto. Accordingly, the delivery of the Sirius XM Stockholder Written Consents was sufficient to adopt the Merger Agreement and, therefore, approve the Merger, on behalf of Sirius XM Holdings’ stockholders. Sirius XM Holdings has not solicited and is not soliciting its stockholders’ adoption of the Merger Agreement or approval of the Merger.

No further action by any stockholder of Sirius XM Holdings is required under applicable law with respect to the adoption of the Merger Agreement or the approval of the Merger. In addition, while holders of LSXMA and LSXMB are being asked to vote on and approve the Split-Off Proposal in accordance with Liberty Media’s restated certificate of incorporation, no adoption of the Merger Agreement or approval of the Merger is required under applicable law by the holders of LSXMA or LSXMB to complete the Transactions.

The enclosed materials are being provided to the stockholders of Sirius XM Holdings for informational purposes only and shall constitute the notice required under Section 228(e) of the General Corporation Law of the State of Delaware in connection with the Sirius XM Stockholder Written Consents. The stockholders of Sirius XM Holdings are not being asked for a proxy, and are requested not to send a proxy.

LSXMA and LSXMB stockholders are encouraged by the Liberty Media board of directors to vote “FOR” both of the proposals presented and further described in the accompanying materials.

Liberty Media is seeking approval from holders of LSXMA and LSXMB of the Split-Off Proposal (together with the Adjournment Proposal (as defined below)). The vote of LSXMA and LSXMB stockholders is important, regardless of the number of shares owned. Whether or not you plan to attend the Liberty Special Meeting, please vote as soon as possible to make sure that your shares are represented.

We look forward to the successful combination of the Liberty SiriusXM Group and Sirius XM Holdings.

Very truly yours,

Gregory B. Maffei
President and Chief Executive Officer
Liberty Media

Jennifer C. Witz
Chief Executive Officer
Sirius XM Holdings

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the proposals or the securities being offered in the Split-Off or the Merger or has passed upon the adequacy or accuracy of the accompanying materials. Any representation to the contrary is a criminal offense.

Investing in the securities of New Sirius, Sirius XM Holdings or Liberty Media involves risks. See “Risk Factors” beginning on page 43 of the materials.

The accompanying materials are dated July 23, 2024 and are first being mailed to holders of shares of LSXMA and LSXMB on or about July 24, 2024 to the stockholders of record as of 5:00 p.m., New York City time, on July 17, 2024.

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LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on August 23, 2024

NOTICE IS HEREBY GIVEN of the special meeting of LSXMA and LSXMB stockholders of Liberty Media Corporation (Liberty Media) to be held at 10:15 a.m., Mountain time, on August 23, 2024 (the Liberty Special Meeting). The Liberty Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders to consider and vote on the following proposals:

A proposal (the Split-Off Proposal) to approve the redemption by Liberty Media of each outstanding share of Liberty Media’s Series A Liberty SiriusXM common stock, par value $0.01 per share (LSXMA), Series B Liberty SiriusXM common stock, par value $0.01 per share (LSXMB) and Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK and, together with LSXMA and LSXMB, collectively, Liberty SiriusXM Common Stock) for such number of shares of common stock, par value $0.001 per share (New Sirius Common Stock), of a wholly owned subsidiary of Liberty Media, Liberty Sirius XM Holdings Inc., a Delaware corporation (New Sirius), equal to the Exchange Ratio (as defined in the Reorganization Agreement, dated as of December 11, 2023 (as may be amended from time to time, the Reorganization Agreement), by and among Liberty Media, New Sirius and Sirius XM Holdings Inc., a Delaware corporation (Sirius XM Holdings), and as further described below) (such redemption and exchange, the Redemption), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. Prior to the Redemption, all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group will be contributed to and assumed by New Sirius (the Contribution). We refer to the Contribution, the Redemption and the resulting separation of New Sirius from Liberty Media pursuant to the Contribution and Redemption as the Split-Off. After the Split-Off, New Sirius will hold all of the businesses, assets and liabilities attributed to Liberty Media’s Liberty SiriusXM Group, including, among others, Liberty Media’s approximately 83% interest in Sirius XM Holdings, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by Liberty Media’s wholly owned special purpose subsidiary that will be repaid after the Split-Off in connection with the Merger, which is secured by shares of the common stock, par value $0.001 per share, of Sirius XM Holdings (Sirius XM Common Stock), and corporate cash. Prior to the closing of the Split-Off and pursuant to the Reorganization Agreement, the Exchange Ratio (rounded to the nearest ten-thousandth) will be calculated based on (a) one-tenth (0.1) multiplied by (b)(i) the number of shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries (including New Sirius and its subsidiaries) immediately prior to the Split-Off reduced by a net liabilities share adjustment, divided by (ii) the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock after the close of the market on the date that is seven business days prior to the date of closing of the Redemption as further described in the accompanying proxy statement/notice/prospectus/information statement (the materials).

A proposal (the Adjournment Proposal) to approve the adjournment of the Liberty Special Meeting by Liberty Media from time to time to solicit additional proxies in favor of the Split-Off Proposal, if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate.

If the Split-Off Proposal is approved, then, subject to certain other conditions, substantially concurrently with, but following, the completion of the Split-Off, a wholly owned subsidiary of New Sirius will merge with and into Sirius XM Holdings (the Merger and together with the Split-Off, the Transactions), Sirius XM Holdings will become a wholly owned subsidiary of New Sirius, and, in connection with the completion of the Transactions, New Sirius will be renamed “Sirius XM Holdings Inc.” At the effective time of the Merger,

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Sirius XM Holdings will be renamed Sirius XM Inc. The Merger will not be completed if the Split-Off Proposal is not approved or if the Split-Off is otherwise not consummated.

Liberty Media will transact no other business at the Liberty Special Meeting, except such business as may properly be brought before the Liberty Special Meeting or any adjournments or postponements thereof by or at the direction of the Liberty Media board of directors in accordance with Liberty Media’s amended and restated bylaws. The accompanying materials describe the proposals listed above in more detail. Please refer to the materials, including the form of the proposed amended and restated New Sirius certificate of incorporation and bylaws and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Liberty Special Meeting. You are encouraged to read the entire document carefully before voting. In particular, please see “Risk Factors” beginning on page 43 of the materials for an explanation of the risks associated with the Transactions.

Holders of record of LSXMA and LSXMB, in each case, outstanding as of 5:00 p.m., New York City time, on July 17, 2024, the record date for the Liberty Special Meeting, will be entitled to notice of the Liberty Special Meeting and to vote on the proposals, as applicable, at the Liberty Special Meeting or any adjournment or postponement thereof. None of Liberty Media’s certificate of incorporation, Liberty Media’s bylaws nor the laws of the State of Delaware require the approval of the holders of shares of LSXMK, or the holders of shares of Liberty Media’s Series A Liberty Formula One common stock, par value $0.01 per share, Series B Liberty Formula One common stock, par value $0.01 per share, Series C Liberty Formula One common stock, par value $0.01 per share, Series A Liberty Live common stock, par value $0.01 per share, Series B Liberty Live common stock, par value $0.01 per share, or Series C Liberty Live common stock, par value $0.01 per share, to consummate the Redemption.

The proposals described above require the following stockholder approvals:

•

The Liberty Media board of directors has approved each proposal, and recommends that the holders of LSXMA and LSXMB vote “FOR” each proposal.

Liberty Media is seeking approval from holders of LSXMA and LSXMB of each of the Split-Off Proposal and the Adjournment Proposal. You are encouraged to vote “FOR” both of the proposals presented and further described in the accompanying proxy statement/notice/prospectus/information statement. While holders of LSXMA and LSXMB are being asked to vote on and approve the Split-Off Proposal in accordance with Liberty Media’s restated certificate of incorporation, no adoption of the Merger Agreement or approval of the Merger is required under applicable law by the holders of LSXMA or LSXMB.

A list of stockholders entitled to vote at the Liberty Special Meeting will be available at Liberty Media’s offices in Englewood, Colorado for review by such stockholders for any purpose germane to the Liberty Special Meeting for at least ten days prior to the Liberty Special Meeting.

You may cast your vote electronically during the Liberty Special Meeting via the Internet or by proxy prior to the meeting via the Internet, by telephone, or by mail. You may attend the Liberty Special Meeting, access the stockholders list, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2024SM. To enter the Liberty Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your

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SIRIUS XM HOLDINGS INC.
1221 Avenue of the Americas, 35th Floor
New York, New York 10020

NOTICE OF ACTION BY WRITTEN CONSENT
AND
INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

To Sirius XM Holdings Stockholders:

This notice of written consent and information statement is being furnished to the holders of common stock, par value $0.001 per share (Sirius XM Common Stock), of Sirius XM Holdings Inc., a Delaware corporation (Sirius XM Holdings), in connection with the proposed transaction between Liberty Media Corporation, a Delaware corporation (Liberty Media), and Sirius XM Holdings, pursuant to which Liberty Media will separate the Liberty SiriusXM Group from Liberty Media by means of a redemptive split-off (the Split-Off) of Liberty Sirius XM Holdings Inc., a Delaware corporation and wholly owned subsidiary of Liberty Media (New Sirius). A wholly owned subsidiary of New Sirius will then merge with and into Sirius XM Holdings (the Merger and, collectively with the Split-Off, the Transactions), Sirius XM Holdings will become a wholly owned subsidiary of New Sirius, and, in connection with the completion of the Transactions, New Sirius will be renamed “Sirius XM Holdings Inc.” At the effective time of the Merger, Sirius XM Holdings will be renamed Sirius XM Inc.

In connection with the Transactions, Liberty Media, Sirius XM Holdings, New Sirius and Radio Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of New Sirius (Merger Sub), have entered into an Agreement and Plan of Merger, dated as of December 11, 2023 (as may be amended from time to time, the Merger Agreement), pursuant to which, substantially concurrently with, but following, the completion of the Split-Off, the Merger will be effected, with Sirius XM Holdings surviving the Merger as a wholly owned subsidiary of New Sirius.

Upon completion of the Merger, each share of Sirius XM Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares beneficially owned by Sirius XM Holdings or New Sirius or any of its subsidiaries) will be converted into the right to receive one-tenth (0.1) of a share of common stock of New Sirius, par value $0.001 per share (New Sirius Common Stock).

Liberty Media, New Sirius and Sirius XM Holdings have also entered into a Reorganization Agreement, dated as of December 11, 2023 (as may be amended from time to time, the Reorganization Agreement). The Reorganization Agreement governs, among other things, the terms and conditions of the Split-Off, pursuant to which all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group, including, among others, Liberty Media’s approximately 83% interest in Sirius XM Holdings, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by Liberty Media’s wholly owned special purpose subsidiary that will be repaid after the Split-Off in connection with the Merger, which is secured by shares of Sirius XM Common Stock, and corporate cash, will be contributed to New Sirius (the Contribution) and each outstanding share of Liberty Media’s Series A Liberty SiriusXM common stock, par value $0.01 per share (LSXMA), Series B Liberty SiriusXM common stock, par value $0.01 per share (LSXMB) and Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK and, together with LSXMA and LSXMB, collectively, Liberty SiriusXM Common Stock) will be redeemed for such number of shares of New Sirius Common Stock equal to the Exchange Ratio (as defined in the Reorganization Agreement and further described below), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock.

The Split-Off is subject to the approval of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at a special meeting of Liberty Media’s LSXMA and LSXMB stockholders, voting together as a separate class. The Merger will not be completed if the Split-Off Proposal is not approved or the Split-Off is otherwise not consummated.

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A special committee comprised solely of independent directors of Sirius XM Holdings who are also independent of Liberty Media (the Special Committee) has unanimously approved, and declared advisable and in the best interests of Sirius XM Holdings and its stockholders (other than Liberty Media and its subsidiaries) and has recommended that the board of directors of Sirius XM Holdings approve, the Merger Agreement, each of the other transaction agreements to which Sirius XM Holdings is a party, and the transactions contemplated thereunder.

The board of directors of Sirius XM Holdings (following receipt of the recommendation of the Special Committee) has unanimously approved and declared advisable and in the best interests of Sirius XM Holdings and its stockholders (other than Liberty Media and its subsidiaries), the Merger Agreement, each of the other transaction agreements to which Sirius XM Holdings is a party, and the transactions contemplated thereunder and has recommended that the stockholders of Sirius XM Holdings (other than Liberty Media and its subsidiaries) adopt the Merger Agreement.

The adoption of the Merger Agreement and, therefore, the approval of the Merger required the affirmative vote of holders of a majority of the voting power of the outstanding shares of Sirius XM Common Stock entitled to vote on such matters. On December 11, 2023 and June 16, 2024, Liberty Radio, LLC, a Delaware limited liability company and wholly owned subsidiary of Liberty Media, which on such dates owned of record a majority of the issued and outstanding shares of Sirius XM Common Stock and held a majority of the voting power of capital stock of Sirius XM Holdings, delivered (a) an action by written consent authorizing, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger, which December 11, 2023 consent (the December 2023 Sirius XM Stockholder Written Consent) became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto and (b) an action by written consent authorizing, adopting and approving the First Amendment to the Agreement and Plan of Merger and the transactions contemplated thereby, which June 16, 2024 consent (the June 2024 Sirius XM Stockholder Written Consent and, together with the December 2023 Sirius XM Stockholder Written Consent, the Sirius XM Stockholder Written Consents) became effective immediately following the execution and delivery of the First Amendment to the Agreement and Plan of Merger by all parties thereto. As a result, no further action by any stockholder of Sirius XM Holdings is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the transactions contemplated thereby, including the Merger, and Sirius XM Holdings will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated thereby and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated thereby.

Additionally, at the recommendation of the board of directors of Sirius XM Radio Inc., a Delaware corporation and wholly owned subsidiary of Sirius XM Holdings (Sirius XM Radio), pursuant to the December 2023 Sirius XM Stockholder Written Consent, Liberty Radio, LLC approved the amendment and restatement of the certificate of incorporation of Sirius XM Radio to (a) reduce its number of authorized shares of common stock, par value $0.001, from 9,000,000,000 to 1,000 and remove the 50,000,000 authorized shares of preferred stock, par value $0.001 (and related references to preferred stock), and (b) remove the provision that provides that any act or transaction by Sirius XM Radio that requires for its adoption the approval of the stockholders of Sirius XM Radio shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law of the State of Delaware, require, in addition, the approval of the stockholders of Sirius XM Holdings by removing the twelfth article of the existing amended and restated certificate of incorporation of Sirius XM Radio (collectively, the Radio Charter Amendment). The adoption of the Radio Charter Amendment required the affirmative vote of holders of a majority of the voting power of the outstanding shares of Sirius XM Common Stock entitled to vote on such matters.

This notice and the accompanying information statement shall constitute notice to you from Sirius XM Holdings of the Sirius XM Stockholder Written Consents contemplated by Section 228(e) of the General Corporation Law of the State of Delaware.

In accordance with Rule 14c-2 and Rule 14a-16 of the Securities Exchange Act of 1934, as amended, the Merger and the Radio Charter Amendment will become effective no earlier than the 40th calendar day after the Notice of Internet Availability of Information Statement (the Notice) is made available to Sirius XM stockholders. The Notice is being distributed and made available on or about July 24, 2024.

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ABOUT THIS PROXY STATEMENT/NOTICE/PROSPECTUS/INFORMATION STATEMENT

This proxy statement/notice/prospectus/information statement, which forms part of a registration statement on Form S-4 (File No. 333-276758) filed with the Securities and Exchange Commission (the SEC) by Liberty Sirius XM Holdings Inc., a Delaware corporation and wholly owned subsidiary of Liberty Media and which is referred to as New Sirius, constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and a notice of meeting and action to be taken with respect to the Liberty Special Meeting of stockholders at which certain Liberty Media stockholders will consider and vote on the Split-Off Proposal and the other proposal described in this proxy statement/notice/prospectus/information statement. It also constitutes a prospectus of New Sirius under Section 5 of the Securities Act of 1933, as amended (the Securities Act), with respect to the shares of New Sirius Common Stock to be issued to certain stockholders of Liberty Media and Sirius XM Holdings, respectively, pursuant to the Reorganization Agreement and the Merger Agreement. In addition, it constitutes an information statement under Section 14(c) of the Exchange Act to provide Sirius XM Holdings stockholders with notice of the Sirius XM Stockholder Written Consents and material information concerning the actions taken in connection with the Sirius XM Stockholder Written Consents as contemplated by Section 228(e) of the General Corporation Law of the State of Delaware.

This proxy statement/notice/prospectus/information statement describes the businesses and assets of New Sirius as though they were its businesses, assets and liabilities for all historical periods described. However, New Sirius is a newly formed entity that will not have conducted any operations prior to the Split-Off and instead will have the businesses, assets and liabilities of the Liberty SiriusXM Group contributed to it prior to the Split-Off and will become the sole owner (directly or indirectly) of the equity interests in Sirius XM Holdings (as the surviving corporation) following the Merger. Unless otherwise specified herein, references in this proxy statement/notice/prospectus/information statement to the historical assets, liabilities, businesses or activities of New Sirius’ businesses or the businesses in which it has interests are intended to refer to the historical assets, liabilities, businesses or activities as they were conducted or held by the Liberty SiriusXM Group prior to the Split-Off. Upon completion of the Split-Off, New Sirius will be an independent company and Liberty Media will have no continuing stock ownership in New Sirius and upon completion of the Merger, Sirius XM Holdings will be a wholly owned subsidiary of New Sirius. This proxy statement/notice/prospectus/information statement contains, incorporates by reference or includes as an annex certain historical financial information of Liberty Media and Sirius XM Holdings as well as certain historical financial information relating to the business, assets and liabilities of New Sirius upon the completion of the Transactions. This historical financial information is not necessarily indicative of Liberty Media’s or New Sirius’ future financial position, future results of operations or future cash flows, nor does it reflect what the financial position, results of operations or cash flows of New Sirius would have been had it been operated as a stand-alone company with Sirius XM Holdings as a wholly owned subsidiary during the periods presented.

Information contained in, incorporated by reference in or included as an Annex to this proxy statement/notice/prospectus/information statement relating to Liberty Media and New Sirius has been supplied by Liberty Media. Information contained in, incorporated by reference in or included as an Annex to this proxy statement/notice/prospectus/information statement relating to Sirius XM Holdings has been supplied by Sirius XM Holdings. Liberty Media and Sirius XM Holdings have both contributed information relating to the Split-Off and the Merger. You should rely only on the information contained in, incorporated by reference in or included as an Annex to this proxy statement/notice/prospectus/information statement. No person has been authorized to provide you with information that is different from what is contained in, incorporated by reference in or included as an Annex to, this proxy statement/notice/prospectus/information statement, and, if given or made by any person, such information must not be relied upon as having been authorized. You should not assume that the information contained in this proxy statement/notice/prospectus/information statement is accurate as of any date other than the date set forth on the cover page of this proxy statement/notice/prospectus/information statement or as otherwise specifically set forth herein. Changes to the information contained herein may occur after that date and none of New Sirius, Liberty Media or Sirius XM Holdings undertake any obligation to update the information unless required to do so by law. Further, you should not assume that the information incorporated by reference into this proxy statement/notice/prospectus/information statement is accurate as of any date other than the date of the incorporated document. Any statement contained in a document incorporated or deemed to be incorporated

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by reference into this document will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this document modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this document. Neither the mailing of this document to the holders of shares of LSXMA and LSXMB or the stockholders of Sirius XM Holdings, nor the issuance of New Sirius Common Stock pursuant to the Reorganization Agreement and/or Merger Agreement, will create any implication to the contrary.

ADDITIONAL INFORMATION

This proxy statement/notice/prospectus/information statement incorporates important business and financial information from other documents that are not included in or delivered with this proxy statement/notice/prospectus/information statement. For a listing of the documents incorporated by reference into this proxy statement/notice/prospectus/information statement, see “Additional Information — Where You Can Find More Information.” This information is available to you without charge upon your written or oral request. You can obtain copies of documents filed with the SEC, including the documents incorporated by reference in this proxy statement/notice/prospectus/information statement, through the SEC website at www.sec.gov or by writing or telephoning the office of Investor Relations of the appropriate company at the following addresses and telephone numbers:

Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Telephone: (720) 875-5400

Sirius XM Holdings Inc.
1221 Avenue of the Americas, 35th Floor
New York, New York 10020
Telephone: (212) 584-5100

If you would like to request any documents, please do so at least five business days before the date of the Liberty Special Meeting (i.e., by August 16, 2024), in order to receive them before the Liberty Special Meeting.

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information about the Split-Off, the Liberty Special Meeting and the Merger. You should read carefully the entire proxy statement/notice/prospectus/information statement, including the Annexes and the additional documents incorporated by reference herein, because the information in this section does not provide all of the information that might be important to you with respect to the Split-Off, the Liberty Special Meeting or the Merger.

What is the Split-Off and what is the Split-Off Proposal for which holders of shares of LSXMA and LSXMB are being asked to vote?

Liberty Media, Sirius XM Holdings and New Sirius have entered into a Reorganization Agreement, dated as of December 11, 2023 (as amended by the First Amendment to the Reorganization Agreement, dated as of June 16, 2024 (the First Amendment to the Reorganization Agreement), and as may be further amended from time to time, the Reorganization Agreement), pursuant to which and except as set forth therein, all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group will be contributed to New Sirius (the Contribution) and each outstanding share of Liberty SiriusXM Common Stock will be redeemed for such number of shares of New Sirius Common Stock equal to the Exchange Ratio (as defined in the Reorganization Agreement and further described below) (such redemption and exchange, the Redemption), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. The Redemption will be effected in accordance with the terms of Liberty Media’s restated certificate of incorporation (Liberty Media’s certificate of incorporation).

The Contribution, the Redemption and the resulting separation of New Sirius from Liberty Media pursuant to the Reorganization Agreement are referred to as the Split-Off. After the Split-Off, except as set forth in the Reorganization Agreement, New Sirius will hold all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group, including, among others (1) all of Liberty Media’s direct and indirect interest in Sirius XM Holdings (which currently represents approximately 83% of the outstanding shares of common stock, par value $0.001 per share, of Sirius XM Holdings (Sirius XM Common Stock)), (2) corporate cash, (3) Liberty Media’s 3.75% Convertible Senior Notes due 2028, (4) Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and (5) a margin loan obligation incurred by Liberty Media’s wholly owned special purpose subsidiary that will be repaid after the Split-Off in connection with the Merger, which is secured by shares of Sirius XM Common Stock (the Margin Loan).

Liberty Media will hold a special meeting of its LSXMA and LSXMB stockholders at 10:15 a.m., Mountain time, on August 23, 2024 (the Liberty Special Meeting), at which meeting such stockholders will be asked to consider and vote on a proposal to approve the Redemption (the Split-Off Proposal). The Split-Off Proposal requires the affirmative vote of the holders of record of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class (the Liberty Split-Off Stockholder Approval). With respect to the Split-Off Proposal, each holder of record of LSXMA is entitled to one vote per share and each holder of record of LSXMB is entitled to ten votes per share. For more information, see “The Proposed Transactions” and “The Split-Off Proposal” below.

Completion of the Split-Off is conditioned on, among other things, the holders of LSXMA and LSXMB, voting together as a separate class, approving the Split-Off Proposal. The completion of the Split-Off is not conditioned on the approval of the Adjournment Proposal.

In connection with the transactions contemplated by the Merger Agreement and the Reorganization Agreement, on December 11, 2023, The John C. Malone 1995 Revocable Trust, The Leslie A. Malone 1995 Revocable Trust, The Malone Family Land Preservation Foundation and the John C. Malone June 2003 Charitable Remainder Unitrust (the Malone Stockholders) entered into a voting agreement with Liberty Media, Sirius XM Holdings and New Sirius (the Voting Agreement). Pursuant to the Voting Agreement, the Malone Stockholders agreed to vote their respective shares of LSXMA and LSXMB owned by them, representing approximately 48.3% of the total voting power of the issued and outstanding

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shares of LSXMA and LSXMB as of April 30, 2024, in favor of the Split-Off Proposal and the transactions contemplated thereby, except that the Malone Stockholders will be obligated to vote shares representing approximately 33.37% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate in favor thereof in the event that the Liberty Media board of directors makes a Liberty Adverse Recommendation Change (as defined below) and Sirius XM Holdings elects not to terminate the Merger Agreement. For more information, see “Transaction Agreements — Voting Agreement” below.

What is the Merger and are the holders of Sirius XM Common Stock being asked to vote on the Merger?

On December 11, 2023, Liberty Media, Sirius XM Holdings, New Sirius and Radio Merger Sub, LLC, a Delaware limited liability company and a newly formed wholly owned subsidiary of New Sirius (Merger Sub), entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement and Plan of Merger, dated as of June 16, 2024 (the First Amendment to the Agreement and Plan of Merger and, together with the First Amendment to the Reorganization Agreement, the First Amendments), and as may be further amended from time to time, the Merger Agreement), pursuant to which, substantially concurrently with, but following, the time at which the Split-Off is completed (the Split-Off Effective Time), Merger Sub will merge with and into Sirius XM Holdings (the Merger and, collectively with the Split-Off, the Transactions), with Sirius XM Holdings surviving the Merger (the Surviving Corporation) as a wholly owned subsidiary of New Sirius. Upon completion of the Merger (if the Merger is completed), each share of Sirius XM Common Stock issued and outstanding immediately prior to the effective time of the Merger (the Merger Effective Time) will be converted into the right to receive one-tenth (0.1) of a share of New Sirius Common Stock (collectively, the Merger Consideration), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. However, the Merger Consideration will not be paid in respect of any shares of Sirius XM Common Stock issued and outstanding immediately prior to the Merger Effective Time (a) that are beneficially owned by Sirius XM Holdings (Treasury Shares) or (b) that are beneficially owned by New Sirius or any of its subsidiaries (the Liberty Owned SiriusXM Shares), which, in the case of the shares described in clause (a) will be canceled and no consideration will be delivered in exchange therefor and, in the case of the shares described in clause (b), each share will be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation (the Surviving Corporation Common Stock). Pursuant to the Merger Agreement, all of the limited liability company interests of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will be automatically converted and divided into that number of shares of the Surviving Corporation Common Stock equal to, in the aggregate, the number of shares of Sirius XM Common Stock outstanding immediately prior to the Merger Effective Time, excluding the Liberty Owned SiriusXM Shares and Treasury Shares.

The adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement require the affirmative vote or written consent of the holders of a majority of the aggregate voting power of the shares of Sirius XM Common Stock that are entitled to vote pursuant to Section 228 and Section 264 of the General Corporation Law of the State of Delaware (the DGCL). On December 11, 2023 and June 16, 2024, Liberty Radio, LLC, a Delaware limited liability company and wholly owned subsidiary of Liberty Media (Liberty Radio), which on such dates owned of record a majority of the issued and outstanding shares of Sirius XM Common Stock and held a majority of the voting power of capital stock of Sirius XM Holdings, delivered (a) an action by written consent authorizing, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger, which December 11, 2023 consent (the December 2023 Sirius XM Stockholder Written Consent) became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto and (b) an action by written consent authorizing, adopting and approving the First Amendment to the Agreement and Plan of Merger and the transactions contemplated thereby, which June 16, 2024 consent (the June 2024 Sirius XM Stockholder Written Consent and, together with the December 2023 Sirius XM Stockholder Written Consent, the Sirius XM Stockholder Written Consents) became effective immediately following the execution and delivery of the First Amendment to the Agreement and Plan of Merger by all parties thereto. As a result, no further action by any stockholder of Sirius XM Holdings is required under applicable law or the

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Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the transactions contemplated thereby, including the Merger, and Sirius XM Holdings will not be soliciting a vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated thereby and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated thereby. For more information about the Merger, see “The Proposed Transactions” below.

What will the holders of Liberty Media common stock receive as a result of the Split-Off?

If the Split-Off is effected, on the date on which the Redemption occurs (Split-Off Effective Date), each outstanding share of LSXMA, LSXMB and LSXMK will be redeemed for a number of shares of New Sirius Common Stock equal to the Exchange Ratio, with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. Holders of shares of (a) Liberty Media’s Series A Liberty Formula One common stock, par value $0.01 per share (FWONA), Series B Liberty Formula One common stock, par value $0.01 per share (FWONB), and Series C Liberty Formula One common stock, par value $0.01 per share (FWONK and, together with FWONA and FWONB, collectively, Liberty Formula One Common Stock) and/or (b) Liberty Media’s Series A Liberty Live common stock, par value $0.01 per share (LLYVA), Series B Liberty Live common stock, par value $0.01 per share (LLYVB), and Series C Liberty Live common stock, par value $0.01 per share (LLYVK and, together with LLYVA and LLYVB, collectively, Liberty Live Common Stock), in each case, will not receive any new or additional shares or other consideration pursuant to the Split-Off.

Why have the parties entered into the First Amendment to the Reorganization Agreement and the First Amendment to the Agreement and Plan of Merger?

The parties have entered into the First Amendment to the Reorganization Agreement and the First Amendment to the Agreement and Plan of Merger to, among other things, amend the Exchange Ratio and the SiriusXM Exchange Ratio (as defined below), respectively, which are (a) intended to preserve the economics of the Transactions announced in December 2023, while reducing the number of shares of New Sirius Common Stock that would be outstanding immediately after the closing of the Transactions and (b) expected to more closely align the nominal share price of New Sirius Common Stock outstanding immediately after the closing of the Transactions with the price of the shares of Liberty SiriusXM Common Stock being redeemed in the Split-Off, and increase the nominal price per share of New Sirius Common Stock, which is designed to help improve trading dynamics in the stock and potentially increase its attractiveness to investors. In connection with such amendment to the SiriusXM Exchange Ratio, the First Amendment to the Agreement and Plan of Merger provides that cash (without interest) will be paid in lieu of issuing any fractional shares of New Sirius Common Stock in the Merger.

In addition, the parties entered into the First Amendment to the Reorganization Agreement and the First Amendment to the Agreement and Plan of Merger to, among other things, amend the Restructuring (as defined below) to provide for, among other things, the conversion of Sirius XM Radio Inc., a Delaware corporation and a wholly owned subsidiary of Sirius XM Holdings (Sirius XM Radio), to Sirius XM Radio LLC, a Delaware limited liability company, in accordance with the DGCL and the Delaware Limited Liability Company Act (the Conversion), to provide that the completion of the Conversion be a condition to closing of the Split-Off and to provide for the prior approval of the Conversion by the United States Federal Communications Commission (the FCC) be a condition to the closing of the Merger.

How is the Exchange Ratio calculated?

Prior to the closing of the Split-Off and pursuant to the Reorganization Agreement, the Exchange Ratio, which will be rounded to the nearest ten-thousandth, will be calculated based on (a) one-tenth (0.1) multiplied by (b)(i) the number of shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries (including New Sirius and its subsidiaries) immediately prior to the Split-Off reduced by a net liabilities share adjustment, divided by (ii) the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock after the close of the market on the date that is seven business days prior to

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the date of closing of the Redemption (the Measurement Date) calculated based on the treasury stock method. The net liabilities share adjustment, which will be calculated after the close of the market on the Measurement Date, will equal a number of shares based on the following formula as set forth in the Reorganization Agreement:

•

the net debt attributed to the Liberty SiriusXM Group, which equals the indebtedness attributed to the Liberty SiriusXM Group (excluding Liberty Media’s 3.75% Convertible Senior Notes due 2028, but including Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and the Margin Loan) less the cash and cash equivalents attributed to the Liberty SiriusXM Group (subject to certain reductions for estimated corporate overhead and similar expenses expected to be incurred between the Measurement Date and the closing of the Split-Off); plus

•

certain financing costs, excluding any fees in excess of the amounts specified in the Debt Commitment Letter (as defined below), the Engagement Letters (as defined below) or a fee letter entered into in connection with the Debt Commitment Letter (the SIRI Fee Letter) that may be required in connection with the Transactions; plus

•

a net adjustment equal to the sum of certain tax liabilities attributed to the Liberty SiriusXM Group, reduced by certain tax benefits attributed to the Liberty SiriusXM Group; plus

•

unpaid advisor and service provider fees, costs and expenses of Liberty Media incurred in connection with the Transactions (including an estimate of such fees, costs and expenses expected to be incurred between the Measurement Date and the closing of the Split-Off); plus

•

the aggregate fair value (as of the grant date) of any Liberty SiriusXM option awards granted after the date of the Reorganization Agreement; plus

•

50% of the filing fees paid in connection with obtaining approval of the Transactions under the Communications Act of 1934, as amended (the Communications Act); minus

•

16.5% of the SEC filing fees arising from the filing of this proxy statement/notice/prospectus/information statement with the SEC;

with the result of the above divided by $4.23, which represents the average of the daily volume-weighted average trading price (VWAP) of shares of Sirius XM Common Stock for the twenty consecutive trading days ending on September 25, 2023, the day before Liberty Media publicly disclosed that it had communicated a proposal to the Special Committee (as defined below) outlining the terms of a proposed combination. As a result of the Order and Final Judgment (as defined below) and the prior deposit of the required payment pursuant to the Agreed Settlement (as defined below) into escrow for the benefit of the applicable parties in the Specified Litigation Matter (as defined below) in accordance with the Agreed Settlement, we do not expect the net liabilities share adjustment to be adjusted by any liability arising from the Specified Litigation Matter. For further information regarding the Specified Litigation Matter, see “Transaction Agreements — Reorganization Agreement — Specified Litigation Matter” below.

The number of fully diluted shares of Liberty SiriusXM Common Stock outstanding, which will be calculated as of the Measurement Date, will be calculated based on (a) the issued and outstanding shares of Liberty SiriusXM Common Stock, including restricted shares and restricted stock units of Liberty SiriusXM Common Stock accelerated in accordance with the Reorganization Agreement, net of tax withholding, plus (b) the number of shares of Liberty SiriusXM Common Stock underlying unexercised equity options granted prior to the date of the Reorganization Agreement, plus (c) the amount equal to (i) the aggregate number of shares of LSXMA that would be issuable upon conversion of Liberty Media’s 3.75% Convertible Senior Notes due 2028, plus (ii) the number of shares of LSXMA (if any) equal to the quotient obtained by dividing (A) the amount (if any) by which the aggregate principal amount of Liberty Media’s 3.75% Convertible Senior Notes due 2028 exceeds the value of such LSXMA shares (as determined by the average of the daily VWAP of shares of LSXMA for the ten consecutive trading days ending on the Measurement Date) that would be issuable upon conversion of Liberty Media’s 3.75% Convertible Senior Notes due 2028 by (B) an average of the daily VWAP of shares of LSXMA for the ten consecutive trading days ending on the Measurement Date.

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In accordance with the treasury stock method, the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock used in the calculation of the Exchange Ratio will be reduced by the aggregate value of the exercise prices of certain Liberty SiriusXM option awards, which will be calculated, as of the Measurement Date, by dividing (i) the aggregate exercise price of outstanding stock options relating to Liberty SiriusXM Common Stock granted prior to the date of the Reorganization Agreement (subject to certain adjustments) by (ii) an average of the daily VWAP of shares of LSXMK for the ten consecutive trading days ending on the Measurement Date.

The shares of New Sirius Common Stock issued in the Split-Off will represent all of the outstanding shares of New Sirius Common Stock immediately following the Split-Off (and prior to the completion of the Merger). For more information, see “The Split-Off Proposal — The Split-Off; Exchange Ratio” and “— What will happen to the Exchange Ratio if the trading prices of shares Liberty SiriusXM Common Stock or Sirius XM Common Stock change between now and the measurement date of the Exchange Ratio?” below.

What factors could impact the calculation of the Exchange Ratio?

Liberty Media estimates that the Exchange Ratio in the Redemption will be approximately 0.83 shares of New Sirius Common Stock per one share of Liberty SiriusXM Common Stock. This estimated Exchange Ratio is based on estimated net financial liabilities (excluding Liberty Media’s 3.75% Convertible Senior Notes due 2028, but including Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and the Margin Loan) of the Liberty SiriusXM Group as of June 30, 2024 and estimates of transaction fees and expenses, financing fees, litigation-related liabilities and other corporate adjustments. Because the Exchange Ratio is not fixed and may vary, including due to (a) fluctuations in Liberty SiriusXM Group’s net financial liabilities, including its interest expense, transaction fees and expenses, financing fees and litigation-related liabilities, (b) changes to the trading prices of the shares of LSXMA or LSXMK between now and the Measurement Date, (c) any issuance of Liberty SiriusXM Equity Awards (as defined below) after the date of the Reorganization Agreement, (d) any issuance or repurchase by Liberty Media of shares of Liberty SiriusXM Common Stock (it being understood that any such issuances or repurchases require the prior written consent of Sirius XM Holdings under the Merger Agreement) and (e) any cancellation prior to the Measurement Date of Liberty SiriusXM Equity Awards issued prior to the Reorganization Agreement, the number of shares of New Sirius Common Stock to be received by holders of Liberty SiriusXM Common Stock in the Redemption may change from the estimated Exchange Ratio. Changes in the Exchange Ratio will impact the proportion of issued and outstanding New Sirius Common Stock following the completion of the Transactions represented by the shares of New Sirius Common Stock issued to former holders of Liberty SiriusXM Common Stock relative to former holders of Sirius XM Common Stock in the Transactions. The final Exchange Ratio, as determined in accordance with the Reorganization Agreement, will be rounded to the nearest ten-thousandth.

What will happen to the Exchange Ratio if the trading prices of shares Liberty SiriusXM Common Stock or Sirius XM Common Stock change between now and the measurement date of the Exchange Ratio?

The Exchange Ratio will not change based on any changes in the trading prices of shares of LSXMB or Sirius XM Common Stock between now and the Measurement Date. Changes to the trading prices of the shares of LSXMA or LSXMK between now and the Measurement Date will not meaningfully impact the Exchange Ratio. The VWAP of shares of LSXMA and LSXMK for the ten consecutive trading days ending on the Measurement Date will be used to calculate certain components of the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock, which is a portion of the denominator of the Exchange Ratio. The number of shares of LSXMA (if any) equal to the quotient obtained by dividing (a) the amount (if any) by which the aggregate principal amount of Liberty Media’s 3.75% Convertible Senior Notes due 2028 exceeds the value of such LSXMA shares (as determined by the average of the daily VWAP of shares of LSXMA for the ten consecutive trading days ending on the Measurement Date) that would be issuable upon conversion of Liberty Media’s 3.75% Convertible Senior Notes due 2028 by (b) the VWAP of shares of LSXMA for the ten consecutive trading days ending on the Measurement Date will be added to the denominator of the Exchange Ratio.

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Additionally, the number of shares of Liberty SiriusXM Common Stock underlying the then-outstanding equity awards, and reduced by the quotient obtained by dividing (1) the aggregate exercise price of outstanding stock options relating to Liberty SiriusXM Common Stock granted prior to the date of the Reorganization Agreement and outstanding as of the Measurement Date (subject to certain adjustments) by (2) the VWAP of shares of LSXMK for the ten consecutive trading days ending on the Measurement Date, also will be added to the denominator of the Exchange Ratio.

What will the holders of Sirius XM Common Stock receive as a result of the Merger?

What will happen to outstanding Liberty SiriusXM equity awards and Sirius XM Holdings equity awards in connection with the Transactions?

As described in more detail below under “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards,” each option to purchase shares of Liberty SiriusXM Common Stock outstanding as of immediately prior to the Split-Off Effective Time (a Liberty SiriusXM option award) will accelerate and become fully vested immediately prior to, and contingent upon, the Split-Off Effective Time. Each Liberty SiriusXM option award will be converted into an option to purchase shares of New Sirius Common Stock (a New Sirius option award), with appropriate adjustments based on the Exchange Ratio being made to determine the number of shares and applicable exercise price subject to each New Sirius option award after giving effect to the Split-Off. The New Sirius option awards will be subject to the terms and conditions of the Transitional Plan (as defined below) and, except as described above, all other terms of the New Sirius option award will, in all material respects, be the same as those of the corresponding original Liberty SiriusXM option award. As discussed below in “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards — Transitional Plan,” the shares of New Sirius Common Stock underlying New Sirius option awards held by any individual who will serve as a member of the New Sirius board of directors can be registered on a Form S-8 and will be settled in shares upon exercise. Shares of New Sirius Common Stock underlying other New Sirius option awards that may not be able to be registered on a Form S-8 will be settled in cash upon exercise.

Each restricted stock unit with respect to shares of Liberty SiriusXM Common Stock and each restricted share of Liberty SiriusXM Common Stock outstanding as of ten business days prior to the Redemption Date (or such other date on or around that time as may be determined by the board of directors of Liberty Media (or an authorized committee thereof)) will accelerate and become fully vested on such date and, net of taxes, will be treated as outstanding shares of Liberty SiriusXM Common Stock and will be redeemed for shares of New Sirius Common Stock in the Redemption at the Exchange Ratio, with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock.

As described in more detail below under “The Merger — Treatment of Outstanding Equity Awards,” in connection with the Merger, (a) each stock option relating to Sirius XM Common Stock (a SiriusXM option) that is outstanding and unexercised immediately prior to the Merger Effective Time will be converted into a stock option relating to New Sirius Common Stock, with appropriate adjustments based on the SiriusXM Exchange Ratio being made to determine the number of shares and applicable exercise price subject to each New Sirius option award after giving effect to the Merger, and such New Sirius option award will have the same terms (including the vesting requirements) as those of the

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corresponding SiriusXM option immediately prior to the Merger Effective Time, and (b) each restricted stock unit relating to Sirius XM Common Stock (a SiriusXM RSU) that is outstanding immediately prior to the Merger Effective Time will be converted into a restricted stock unit relating to New Sirius Common Stock, with appropriate adjustments based on the SiriusXM Exchange Ratio being made to determine the number of shares subject to each New Sirius restricted stock unit after giving effect to the Merger, with such New Sirius restricted stock unit having the same terms (including the vesting requirements) as those of the corresponding SiriusXM RSU immediately prior to the Merger Effective Time.

What are the U.S. federal income tax consequences of the Split-Off?

It is a nonwaivable condition to the Split-Off that Liberty Media receives the opinion of Skadden, Arps, Slate, Meagher & Flom LLP (Skadden Arps), dated as of the date on which the Redemption will be effective (the Redemption Date) and in form and substance reasonably acceptable to Liberty Media, to the effect that, for U.S. federal income tax purposes, (a) the Redemption, taken together with the Contribution (collectively, the Split-Off Transactions) will qualify as a transaction that is generally tax-free under Section 355, Section 368(a)(1)(D) and related provisions of the Code, (b) no income, gain or loss will be recognized by Liberty Media upon the receipt of New Sirius Common Stock in the Contribution or the distribution of New Sirius Common Stock pursuant to the Split-Off (except as a result of certain items of income, gain, deduction or loss (i) recognized with respect to the deemed exchange, for U.S. federal income tax purposes, of certain New Sirius Liabilities (as defined below) or (ii) that is not excludable by reason of the qualification of the Split-Off Transactions as a reorganization and is taken into account pursuant to the consolidated return regulations), and (c) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty SiriusXM Common Stock upon the receipt of shares of New Sirius Common Stock in the Split-Off (except with respect to the receipt of any cash in lieu of fractional shares) (collectively the Split-Off Intended Tax Treatment).

For a summary of U.S. federal income tax consequences of the Split-Off to holders of Liberty SiriusXM Common Stock, please see the section entitled “U.S. Federal Income Tax Consequences.”

What are the U.S. federal income tax consequences of the Merger?

It is a nonwaivable condition to the Merger that Liberty Media receives the opinion of Skadden Arps, dated as of the effective date of the Merger (the Merger Effective Date) and in form and substance reasonably acceptable to Liberty Media, to the effect that, for U.S. federal income tax purposes, the exchanges of Sirius XM Common Stock for New Sirius Common Stock pursuant to the Merger, taken together with the Contribution, will qualify as exchanges described in Section 351 of the Internal Revenue Code of 1986, as amended (the Code) (the Merger Intended Tax Treatment). In addition, it is a nonwaivable condition to the Merger that Sirius XM Holdings receives the opinion of Simpson Thacher & Bartlett LLP (Simpson Thacher), dated as of the Merger Effective Date and in form and substance reasonably acceptable to Sirius XM Holdings, to the effect that, for U.S. federal income tax purposes, the exchanges of Sirius XM Common Stock for New Sirius Common Stock pursuant to the Merger, taken together with the Contribution, will qualify for the Merger Intended Tax Treatment.

For a summary of U.S. federal income tax consequences of the Merger to holders of Sirius XM Common Stock, please see the section entitled “U.S. Federal Income Tax Consequences.”

What regulatory approvals are required to complete the Transactions?

The Transactions do not require any notifications by Liberty Media, New Sirius or Sirius XM Holdings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). Certain stockholders of Liberty Media or Sirius XM Holdings, however, are required to provide notifications to the Department of Justice (DOJ) and Federal Trade Commission (FTC) as a result of the Transactions. Any such stockholder notifications are not conditions to closing of the Transactions.

Liberty Media and Sirius XM Holdings submitted applications to the FCC for authorization to transfer control of subsidiaries of Sirius XM Holdings that hold FCC licenses and authorizations and the

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associated FCC licenses and authorizations from Liberty Media to New Sirius and the FCC approved such applications in March 2024. Additionally, the Conversion requires the FCC’s prior approval of the pro forma assignment and transfer of control applications for the FCC licenses and authorizations held by Sirius XM Radio and its licensee subsidiaries, for which Sirius XM Holdings submitted applications to the FCC. The FCC has approved all such assignment and transfer of control applications filed in connection with the Conversion.

Is the completion of the Split-Off subject to any conditions?

Yes. As more fully described in “Transaction Agreements — Reorganization Agreement — Conditions to Completion of the Contribution and the Redemption,” the completion of the Split-Off and related transactions are subject to (a) the satisfaction or, if permissible, waiver of the conditions set forth in the Merger Agreement (other than the conditions that the Split-Off has occurred and that the conditions to the Split-Off have been satisfied or, if permissible, waived), including, among others, the receipt (i) by Liberty Media of approval of the Split-Off Proposal by the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class, and (ii) by Liberty Media and Sirius XM Holdings of the tax opinions described below, (b) the confirmation by the parties to the Merger Agreement that the completion of the Merger will occur subject only to the occurrence of the Split-Off Effective Time, (c) the absence of any law, order or other legal restraint that has the effect of enjoining, restraining, preventing or prohibiting the consummation of the Contribution or Redemption and (d) the completion of the Conversion. The foregoing conditions, other than the condition set forth in clause (c), may not be waived by Liberty Media, New Sirius or Sirius XM Holdings.

Subject to the satisfaction or, if permissible, waiver of the conditions described above, the Split-Off will be completed substantially concurrently with (but prior to) the completion of the Merger, unless the Merger Agreement has been terminated, in which case, the Split-Off will not be completed. For so long as the Merger Agreement is in effect, the Liberty Media board of directors may not terminate the Split-Off without the consent of Sirius XM Holdings (through the Special Committee).

We cannot be certain when, or if, the conditions to the Split-Off will be satisfied or, if permissible, waived, or that the Split-Off will be completed.

Is the completion of the Merger subject to any conditions?

Yes. As more fully described in “Transaction Agreements — Merger Agreement — Conditions to Completion of the Merger,” the completion of the Merger depends on a number of conditions being satisfied or, if permissible, waived.

In addition to the receipt of the Liberty Split-Off Stockholder Approval, which cannot be waived, the satisfaction or, if permissible, waiver of the conditions set forth in the Reorganization Agreement (as described above) and the completion of the Split-Off, the Merger is subject to the satisfaction or, if permissible, waiver of certain conditions, including:

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the receipt of approval of the Transactions and the Conversion under the Communications Act;

•

the absence of any law, order or other legal restraint that has the effect of enjoining, restraining, preventing or prohibiting the consummation of any of the Transactions;

•

subject to certain exceptions set forth in the Merger Agreement, the receipt of all approvals and authorizations of, and all expirations of waiting periods required by, any governmental authority which are required to complete the Merger or the Split-Off, which must be in full force and effect as of the completion of the Split-Off (the Regulatory Approvals Condition);

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the effectiveness under the Securities Act of 1933, as amended (the Securities Act), of the registration statement on Form S-4, of which this proxy statement/notice/prospectus/information statement forms a part, with no stop order suspending the effectiveness of the registration statement on Form S-4 or proceeding seeking a stop order having been initiated or threatened by the SEC;

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•

the effectiveness of the registration of the shares of New Sirius Common Stock under Section 12(b) of the Exchange Act; and

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the receipt of approval of Nasdaq for listing of the shares of New Sirius Common Stock, subject to official notice of issuance.

The foregoing conditions to the Transactions, other than the Regulatory Approvals Condition, which (if waived) must be waived by all of the parties to the Merger Agreement, may not be waived by Liberty Media, New Sirius, Merger Sub or Sirius XM Holdings.

The obligations of Sirius XM Holdings to complete the Transactions are also subject to the satisfaction or, if permissible, waiver of the following conditions (among others): (a) receipt of an opinion from Simpson Thacher, as described in more detail in “U.S. Federal Income Tax Consequences — Tax Opinions” and (b) Liberty Media’s, New Sirius’ and Merger Sub’s representations and warranties being true and correct as of the date the Merger is completed (subject to certain materiality and material adverse effect qualifications) and Liberty Media, New Sirius and Merger Sub having performed in all material respects their respective obligations under the Merger Agreement. The foregoing condition to the Transactions set forth in clause (a) above may not be waived by Sirius XM Holdings.

The obligations of Liberty Media, New Sirius and Merger Sub to complete the Transactions are also subject to the satisfaction or, if permissible, waiver of the following conditions (among others): (a) receipt of opinions from Skadden Arps, as described in more detail in “U.S. Federal Income Tax Consequences — Tax Opinions,” (b) Sirius XM Holdings’ representations and warranties being true and correct as of the date the Merger is completed (subject to certain materiality and material adverse effect qualifications) and Sirius XM Holdings having performed in all material respects its obligations under the Merger Agreement and (c) the repayment, or the arrangement for the repayment, of all loans outstanding, including accrued interest and additional amounts due under, the Margin Loan. The foregoing conditions to the Transactions set forth in clauses (a) and (c) above may not be waived by Liberty Media, New Sirius or Merger Sub.

We cannot be certain when, or if, the conditions to the Transactions will be satisfied or, if permissible, waived, or that the Transactions will be completed.

Can the parties solicit alternative transactions or can the Liberty Media board of directors, Sirius XM Holdings board of directors or the Special Committee change its recommendation?

As more fully described in this proxy statement/notice/prospectus/information statement and in the Merger Agreement, during the pendency of the Merger Agreement, each of Liberty Media, New Sirius and Sirius XM Holdings has agreed to non-solicitation obligations with respect to third-party acquisition proposals (including provisions restricting their ability to provide confidential information to third parties) and has agreed to certain restrictions on it and its representatives’ ability to respond to any such proposals.

The Liberty Media board of directors has recommended that you vote “FOR” the Split-Off Proposal and has agreed in the Merger Agreement, among other things, to include this recommendation in this proxy statement/notice/prospectus/information statement. Neither the Liberty Media board of directors nor any committee of Liberty Media’s board of directors is permitted to change this recommendation or otherwise recommend or approve any alternative transaction (such actions referred to as a Liberty Adverse Recommendation Change) unless the Liberty Media board of directors determines, in good faith, after consulting with outside legal counsel that the failure to take such action would result in a violation of its fiduciary duties under applicable law. Even if the Liberty Media board of directors makes a Liberty Adverse Recommendation Change, the Split-Off Proposal is still required to be submitted to the holders of shares of LSXMA and LSXMB at the Liberty Special Meeting for the purposes of approving the Split-Off Proposal unless the Merger Agreement is terminated prior to such time.

The Sirius XM Holdings board of directors, following the recommendation of a special committee comprised solely of independent directors of Sirius XM Holdings who are also independent of Liberty

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Media (such independent directors being Eddy W. Hartenstein and James P. Holden; collectively, the Special Committee), has recommended that the stockholders of Sirius XM Holdings (other than Liberty Media and its subsidiaries) adopt the Merger Agreement and has agreed that neither the Sirius XM Holdings board of directors nor any committee thereof, including the Special Committee, will recommend or approve any alternative transaction.

For a more complete description of the limitations on solicitation of acquisition proposals from third party and the ability of either the Liberty Media board of directors or Sirius XM Holdings board of directors to change its recommendation in favor of the Split-Off Proposal see “Transaction Agreements — Merger Agreement” below.

Can the Reorganization Agreement be terminated by the parties?

Yes. The Reorganization Agreement may be terminated and the Split-Off may be abandoned, at any time prior to the Split-Off Effective Time, (a) by Liberty Media for any reason if the Merger Agreement has been terminated in accordance with its terms or (b) by written agreement of Liberty Media, New Sirius and Sirius XM Holdings (through the Special Committee) if the Merger Agreement has not been terminated in accordance with its terms. If the Split-Off is not completed, then the Merger will not be completed.

Can the Merger Agreement be terminated by the parties?

Yes. Sirius XM Holdings (through the Special Committee) and Liberty Media may jointly agree to terminate the Merger Agreement at any time.

Either Sirius XM Holdings (through the Special Committee) or Liberty Media may terminate the Merger Agreement if:

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the Transactions are not completed on or before November 15, 2024 (the Walk-Away Date), except a party cannot terminate the Merger Agreement for this reason if that party’s breach of any of the Transaction Agreements (as defined below) is the primary cause of or resulted in the failure to complete the Merger prior to or on the Walk-Away Date;

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a law, order or other legal restraint of any governmental authority enjoins, restrains, prevents or prohibits the consummation of any of the Transactions, except a party cannot terminate the Merger Agreement for this reason if that party’s breach of any of the Transaction Agreements is the primary cause of such law order or restraint; or

•

the Liberty Split-Off Stockholder Approval is not obtained at the Liberty Special Meeting, except Liberty Media cannot terminate the Merger Agreement for this reason if Liberty Media is then in material breach of its obligations under the Merger Agreement related to obtaining the Liberty Split-Off Stockholder Approval or its non-solicitation obligations under the Merger Agreement.

Sirius XM Holdings (through the Special Committee) may terminate the Merger Agreement if:

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Liberty Media, New Sirius or Merger Sub breaches or fails to perform any of their respective representations, warranties, covenants or agreements set forth in the Merger Agreement or the Reorganization Agreement, which breach or failure to perform would result in the failure of (a) a closing condition regarding the accuracy of its representations and warranties or the performance by it in all material respects of its obligations under the Merger Agreement or (b) the completion of the Split-Off in accordance with the Reorganization Agreement and, in each case, such breach or failure to perform is incapable of being cured by the Walk-Away Date, or is not cured within 30 calendar days following receipt of written notice from the Special Committee (on behalf of Sirius XM Holdings) of such breach or failure to perform, except that Sirius XM Holdings will not have the right to terminate the Merger Agreement for this reason if Sirius XM Holdings is then in breach of any of its representations, warranties or covenants in the Merger Agreement and such breach would result in the failure of a closing condition regarding the accuracy of its representations and warranties or the performance by it in all material respects of its obligations under the Merger Agreement; or

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•

the Liberty Media board of directors makes a Liberty Adverse Recommendation Change.

Liberty Media can terminate the Merger Agreement if Sirius XM Holdings breaches or fails to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement or Reorganization Agreement, which breach or failure to perform would result in the failure of (a) a closing condition regarding the accuracy of its representations and warranties or the performance by it in all material respects with its obligations under the Merger Agreement or (b) the completion of the Split-Off in accordance with the Reorganization Agreement and, in each case, such breach or failure to perform is incapable of being cured by the Walk-Away Date, or is not cured within 30 calendar days following receipt of written notice from Liberty Media of such breach or failure to perform, except that Liberty Media will not have the right to terminate the Merger Agreement for this reason if Liberty Media, New Sirius or Merger Sub is then in breach of any of its representations, warranties or covenants under the Merger Agreement and such breach would result in the failure of a closing condition regarding the accuracy of its, New Sirius’ or Merger Sub’s representations and warranties or the performance by New Sirius, Merger Sub or it in all material respects with their respective obligations under the Merger Agreement.

What is the effect of the termination of the Merger Agreement?

In the event the Merger Agreement is terminated, the Merger Agreement will become null and void (other than certain specified provisions as described in the next sentence) and none of Liberty Media, Sirius XM Holdings or New Sirius, or their respective directors, officers and affiliates, will have any liability under the Merger Agreement except that nothing will relieve any party from liability for fraud or any willful breach of the Merger Agreement. Certain designated provisions of the Merger Agreement, including, but not limited to, the payment of fees and expenses and confidentiality restrictions and, under certain circumstances, the payment of the termination fee described below, will survive the termination of the Merger Agreement. If the Merger Agreement is terminated, the Split-Off will not be completed.

Are there any fees payable by the parties in connection with the termination of the Merger Agreement?

The Merger Agreement provides that Liberty Media will be required to pay a termination fee to Sirius XM Holdings of $450 million in cash if Sirius XM Holdings (through the Special Committee) terminates the Merger Agreement as a result of the occurrence of a Liberty Adverse Recommendation Change.

If the Merger Agreement is terminated under circumstances where such termination fee is payable, and is paid, by Liberty Media, subject to certain limited exceptions, including for any willful breach by Liberty Media of its non-solicitation obligations set forth in the Merger Agreement, Sirius XM Holdings and certain related parties will be precluded from any other remedy against Liberty Media and certain related parties in connection with the Merger Agreement or the Transactions.

Are the Transactions subject to a financing condition?

The Transactions are not subject to a financing condition. In connection with the Transactions, (a) all loans outstanding, together with accrued interest and any additional amounts due, under the Margin Loan will be repaid (the Margin Loan Obligation), (b) holders of the 2.75% Exchangeable Senior Debentures due 2049 will have the right to require New Sirius (as issuer by assumption pursuant to the terms of the indenture governing the 2.75% Exchangeable Senior Debentures due 2049) to repurchase the 2.75% Exchangeable Senior Debentures due 2049 (together with the Margin Loan Obligation, the Financed Obligations) at a purchase price equal to the adjusted principal amount plus accrued and unpaid interest and (c) Liberty Media’s 3.75% Convertible Senior Notes due 2028 will be assumed by New Sirius pursuant to the terms of the indenture governing such 3.75% Convertible Senior Notes due 2028. Sirius XM Holdings estimates that the total funds necessary to pay in full the Financed Obligations will be approximately $1.1 billion.

Sirius XM Holdings intends to fund, in the form of a promissory note from Sirius XM Radio to New Sirius, the amounts necessary to pay the Financed Obligations with a combination of cash from Sirius XM Radio and its subsidiaries and, to the extent necessary, debt financing. On January 26, 2024,

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Sirius XM Radio entered into an amendment to its existing credit facility to provide for the addition of a $1.1 billion incremental term loan (the Sirius XM Radio Term Loan A) arranged by BofA Securities, Inc., Morgan Stanley Senior Funding, Inc. and JPMorgan Chase Bank, N.A., which, subject to satisfaction of certain borrowing conditions, may be used to pay the Financed Obligations. Upon the execution of the amendment providing for the Sirius XM Radio Term Loan A, the Debt Commitment Letter (as defined below) related to the Bridge Financing (as defined below) was terminated.

For more information, see “The Merger — Amount and Source of Funds and Financing; Expenses” and “Description of Certain Indebtedness.”

Will fractional shares of New Sirius Common Stock be issued in connection with the Split-Off or the Merger?

No fractional shares of New Sirius Common Stock will be issued in connection with the Split-Off or the Merger. Instead, each holder of record of shares of Liberty SiriusXM Common Stock who would otherwise have received a fraction of a share of New Sirius Common Stock pursuant to the Redemption will receive cash in an amount of such holder’s pro rata share of the net proceeds from a sale by the Redemption Agent (as defined below) in the public market of the aggregate fractional shares of New Sirius Common Stock to be issued in the Redemption to such holders of record. A holder of Liberty SiriusXM Common Stock who holds their shares in street name should reach out to their broker or other nominee with any questions, as only DTC Participants (as defined below) who would otherwise have received a fraction of a share of New Sirius Common Stock pursuant to the Redemption will receive cash in an amount of such DTC Participant’s pro rata share of the net proceeds from a sale by the Redemption Agent in the public market of the aggregate fractional shares of New Sirius Common Stock to be issued in the Redemption to such DTC Participants. Similarly, each holder of record of shares of Sirius XM Common Stock who would otherwise have received a fraction of a share of New Sirius Common Stock pursuant to the Merger will receive cash in an amount of such holder’s pro rata share of the net proceeds from a sale by the Exchange Agent (as defined below) in the public market of the aggregate fractional shares of New Sirius Common Stock to be issued in the Merger to such holders of record. A holder of Sirius XM Common Stock who holds their shares in street name should reach out to their broker or other nominee with any questions, as only DTC Participants who would otherwise have received a fraction of a share of New Sirius Common Stock pursuant to the Merger will receive cash in an amount of such DTC Participant’s pro rata share of the net proceeds from a sale by the Exchange Agent in the public market of the aggregate fractional shares of New Sirius Common Stock to be issued in the Merger to such DTC Participants. As used herein, DTC Participant is defined as brokers and other nominees that are participants in The Depositary Trust Company and hold shares in street name. No interest will be paid on any cash received in lieu of a fractional share. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient stockholders. See “U.S. Federal Income Tax Consequences.”

Following the completion of the Transactions, will Liberty Media and New Sirius be subject to any mutual indemnification obligations?

Yes. The Reorganization Agreement provides for mutual indemnification obligations between Liberty Media and New Sirius, pursuant to which (a) New Sirius indemnifies Liberty Media for all losses and damages incurred by Liberty Media in connection with the liabilities that may exist relating to the businesses, assets and liabilities contributed to New Sirius in the Contribution in accordance with the Reorganization Agreement, together with liabilities resulting from any breach of any covenant by New Sirius in the Reorganization Agreement after the completion of the Split-Off, and (b) Liberty Media indemnifies New Sirius for all losses and damages incurred by New Sirius in connection with the liabilities that may exist relating to the businesses, assets and liabilities retained by Liberty Media following the Contribution in accordance with the Reorganization Agreement, together with liabilities resulting from any breach of any covenant by Liberty Media in the Reorganization Agreement. These indemnification obligations exclude any matters relating to taxes. For a description of the allocation of tax-related obligations, please see “Transaction Agreements — Tax Sharing Agreement” below.

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What is the accounting treatment for the Transactions?

Liberty Media and Sirius XM Holdings prepare their financial statements, respectively, in accordance with accounting principles generally accepted in the U.S. (GAAP). The Split-Off will be accounted for at historical cost due to the fact that New Sirius Common Stock will be distributed pro-rata to holders of Liberty SiriusXM Common Stock. Following the Split-Off, New Sirius will acquire the remaining outstanding Sirius XM Common Stock it does not own through an equity exchange where holders of Sirius XM Common Stock will receive one-tenth (0.1) of a share of New Sirius Common Stock for each share of Sirius XM Common Stock, thereby eliminating the noncontrolling interest in Sirius XM Holdings. For more information, see “The Merger — Accounting Treatment.”

Why am I receiving this proxy statement/notice/prospectus/information statement?

We are delivering this proxy statement/notice/prospectus/information statement to holders of shares of LSXMA and LSXMB because it serves as a proxy statement being used by the board of directors of Liberty Media to solicit proxies of holders of LSXMA and LSXMB in connection with approval of the Split-Off Proposal and related matters. This document contains important information about the proposals being voted on at the Liberty Special Meeting, including the Split-Off Proposal. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of LSXMA or LSXMB voted by proxy without attending the Liberty Special Meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

We are also delivering this proxy statement/notice/prospectus/information statement to holders of Sirius XM Common Stock because it serves as an information statement being used by the board of directors of Sirius XM Holdings to provide holders of Sirius XM Common Stock with notice of the Sirius XM Stockholder Written Consents and serves as your notice pursuant to Section 228(e) of the DGCL. This document contains important information about the actions taken in connection with the Sirius XM Stockholder Written Consents. Sirius XM Holdings is not asking you for a proxy and you are requested to not send Sirius XM Holdings a proxy.

Finally, this document also serves as a prospectus that is being delivered to holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock because, in connection with the Split-Off and the Merger, New Sirius will be issuing to holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock, respectively, shares of New Sirius Common Stock.

How can I find more information about Liberty Media and Sirius XM Holdings?

You can find more information about Liberty Media and Sirius XM Holdings from various sources described in “Additional Information — Where You Can Find More Information.”

For Holders of Liberty SiriusXM Common Stock

When and where is the Liberty Special Meeting?

The Liberty Special Meeting will be held at 10:15 a.m., Mountain time, on August 23, 2024. The Liberty Special Meeting will be held via the Internet and will be a completely virtual meeting of the holders of LSXMA and LSXMB. You may attend the meeting, access the list of holders of LSXMA and LSXMB, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2024SM. To enter the Liberty Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. It is recommended that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on August 23, 2024.

What is the record date for the Liberty Special Meeting?

The record date for the Liberty Special Meeting is 5:00 p.m., New York City time, on July 17, 2024.

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What is the purpose of the Liberty Special Meeting?

To consider and vote on the Split-Off Proposal and a proposal (the Adjournment Proposal) to approve the adjournment of the Liberty Special Meeting by Liberty Media from time to time to solicit additional proxies in favor of the Split-Off Proposal, if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate.

How does the Liberty Media board of directors recommend that I vote?

The Liberty Media board of directors recommends that you vote “FOR” the Split-Off Proposal and the Adjournment Proposal.

Do the holders of LSXMA and LSXMB need to adopt the Merger Agreement and approve the Merger in order to complete the Transactions?

No. While the approval of the Split-Off Proposal by the holders representing a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class, is required to complete the Transactions, the adoption of the Merger Agreement and the approval of the Merger by the holders of LSXMA and LSXMB is not required to complete the Transactions and is not being sought by Liberty Media.

Do the directors and executive officers of Liberty Media have any interests that may differ from the interests of other holders of Liberty SiriusXM Common Stock?

When considering the recommendation of the Liberty Media board of directors with respect to the Split-Off Proposal, holders of LSXMA and LSXMB should be aware that certain of Liberty Media’s directors and executive officers may be deemed to have interests in the Transactions that are different from, or in addition to, those of holders of Liberty SiriusXM Common Stock. These interests may present such persons with actual or potential conflicts of interest. The Liberty Media board of directors was aware of these interests during the deliberations of the merits of the Transactions, and in deciding to recommend that you vote for each of the Split-Off Proposal and the Adjournment Proposal.

With respect to Liberty Media’s directors and executive officers, areas where their interests may differ from those of holders of Liberty SiriusXM Common Stock in general relate to the indemnification and insurance protections for their service as directors and executive officers pursuant to the organizational documents of Liberty Media and New Sirius, pursuant to indemnification agreements entered into with Liberty Media and pursuant to Liberty Media’s director and officer liability insurance policies. For any directors or executive officers of Liberty Media that will serve as directors or executive officers of New Sirius following the completion of the Transactions, New Sirius will obtain director and officer liability insurance to cover all directors and executive officers of New Sirius.

Additionally, directors and executive officers of Liberty Media hold stock options and/or restricted stock units with respect to Liberty SiriusXM Common Stock, which, (a) in the case of each stock option outstanding immediately prior to the Split-Off, will become fully vested immediately prior to, and contingent upon, the Split-Off Effective Time and be converted into a New Sirius option award based on the Exchange Ratio and (b) in the case of each restricted stock award and restricted stock unit outstanding as of ten business days prior to the Redemption Date (or such other date on or around that time as may be determined by the board of directors of Liberty Media (or an authorized committee thereof)), will become fully vested and, net of taxes, will be treated as an outstanding share of Liberty SiriusXM Common Stock in the Redemption, in each case, as discussed in more detail below in “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards” and “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards.” As discussed below in “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards — Transitional Plan,” the shares of New Sirius Common Stock underlying New Sirius option awards held by any individual who will serve as a member of the New Sirius board of directors can be registered

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on a Form S-8 and will be settled in shares upon exercise. Shares of New Sirius Common Stock underlying other New Sirius option awards that may not be able to be registered on a Form S-8 will be settled in cash upon exercise.

The Liberty Media board of directors and the Sirius XM Holdings board of directors include two overlapping members: Gregory B. Maffei and Evan D. Malone. Mr. Maffei is a member of the Liberty Media board of directors and the President and Chief Executive Officer of Liberty Media and is also the Chairman of the Sirius XM Holdings board of directors. Mr. Evan Malone is a non-employee member of each of the Liberty Media board of directors and Sirius XM Holdings board of directors. Each of Mr. Maffei and Mr. Evan Malone hold shares of Sirius XM Common Stock, stock options with respect to Sirius XM Common Stock and restricted stock units with respect to Sirius XM Common Stock. Those shares will be converted in the Merger into the right to receive shares of New Sirius Common Stock, and such options and restricted stock units will be treated as discussed in more detail under “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Sirius XM Holdings in the Transactions — Equity Awards” and “The Merger — Treatment of Outstanding Equity Awards.”

Effective as of the completion of the Merger, Mr. Maffei is expected to serve as the Chairman of the New Sirius board of directors.

Additionally, in connection with the Transactions, Liberty Media entered into a letter agreement with its Chief Executive Officer, Mr. Maffei, pursuant to which, subject to the terms thereof, Mr. Maffei will receive a $1 million lump sum cash payment in consideration for Mr. Maffei’s waiver of any right to resign from his employment with Liberty Media for “good reason” (as such term is defined in his employment agreement by and between Liberty Media and himself) as a result of the Transactions.

In addition, Mr. Maffei is required as an individual to make a filing under the HSR Act, and Liberty Media, pursuant to Mr. Maffei’s employment agreement, will reimburse Mr. Maffei for the costs and expense of such filing.

John C. Malone is the Chairman of the Liberty Media board of directors. Mr. Malone may be deemed to beneficially own approximately 48.8% of the aggregate voting power represented by the shares of LSXMA and LSXMB outstanding as of April 30, 2024, of which approximately 48.3% of such aggregate voting power is subject to the Voting Agreement. Under the Voting Agreement, each of Sirius XM Holdings and New Sirius, jointly and severally, has agreed to indemnify each Malone Stockholder for certain losses incurred in connection with or arising out of the Voting Agreement. In addition, Sirius XM Holdings and New Sirius have agreed to pay up to $150,000 in the aggregate of reasonable out-of-pocket costs and expenses incurred by the Malone Stockholders in connection with the preparation, negotiation, execution and delivery of the Voting Agreement. See “Transaction Agreements — Voting Agreement” below. In addition, Mr. Malone holds shares of Sirius XM Common Stock, and those shares will be converted in the Merger into the right to receive shares of New Sirius Common Stock.

Additionally, Mr. Evan Malone is expected to serve as a member of the New Sirius board of directors. Mr. Evan Malone was designated to serve as a director of New Sirius subsequent to the Liberty Media board of directors’ deliberations of the merits of the Transactions.

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Why is Liberty Media proposing the Transactions?

In determining to approve the Transactions, the Liberty Media board of directors believes that the Transactions will benefit Liberty Media and its businesses and result in the creation of stockholder value because, among other things, the aggregate trading value of the New Sirius Common Stock that will be held by former holders of Liberty SiriusXM Common Stock following the completion of the Transactions is expected to exceed the aggregate trading value of the existing Liberty SiriusXM Common Stock. The Liberty Media board of directors determined that the Transactions are advisable and in the best interests of Liberty Media and its stockholders. The Liberty Media board of directors took into account a number of factors (none of which can be guaranteed to occur) when approving the Transactions, including the following:

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Attractive equity currency for New Sirius. The Transactions will provide New Sirius with a more attractive, asset-backed equity currency with significant float that will be available to raise capital to fund its financial needs or for future acquisitions and growth opportunities. In addition, in connection with the amendments to the Exchange Ratio and the SiriusXM Exchange Ratio, the Liberty Media board of directors expects that the nominal share price of New Sirius Common Stock immediately after the closing of the Transactions will more closely align with the price of the shares of Liberty SiriusXM Common Stock being redeemed in the Split-Off and expects the nominal price per share of New Sirius Common Stock to increase, which is designed to help improve trading dynamics in the stock and potentially increase its attractiveness to investors.

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Simplified capital and governance structure. The Transactions will eliminate the tracking stock structure and the multiple voting classes of Liberty SiriusXM Common Stock and result in New Sirius being an independent public company, with no majority stockholder and a single class of shares outstanding, thereby improving trading liquidity for New Sirius stockholders, providing New Sirius with access to a broader investor base and expanded opportunities for index inclusion, and providing the New Sirius management team with greater flexibility in pursuing growth and capital allocation strategies.

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Attract and retain qualified personnel. New Sirius’ independent equity currency resulting from the Transactions will enable New Sirius to more effectively tailor employee benefit plans and retention programs and provide improved incentives to its management, employees and future hires.

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Expectation for tax-free transaction. The Liberty Media board of directors’ expectation is that the Transactions will be completed in a manner that is generally tax-free to Liberty Media and its stockholders (except with respect to cash received in lieu of fractional shares).

Did the Liberty Media board of directors consider any potential negative aspects and risks in approving the Transactions?

The Liberty Media board of directors also considered a number of potential negative aspects and risks in approving the Transactions, including the following:

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the risk of being unable to achieve the benefits expected from the Transactions;

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the potential disruption of the businesses of Liberty Media and Sirius XM Holdings, as its management and employees devote time and resources to completing the Split-Off and Merger;

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the substantial costs of effecting the Split-Off and Merger;

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any tax liabilities that could arise from the Split-Off as well as the possibility that the U.S. Internal Revenue Service (the IRS) could successfully assert that the Split-Off is taxable to Liberty Media and/or its stockholders;

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the possibility that, as a result of New Sirius’ potential indemnification obligations to Liberty Media under the Tax Sharing Agreement, New Sirius may determine to forgo certain transactions that might otherwise be advantageous for some period of time following the Split-Off, including share repurchases, stock issuances, certain asset dispositions, and other strategic transactions;

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while the Transactions are expected to be completed, there is no assurance that all conditions to the parties’ obligations to complete the Transactions will be satisfied or waived, and as a result, it is possible that the Transactions might not be completed;

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the interests of Liberty Media’s directors and executive officers and the interests of Sirius XM Holdings’ directors and executive officers in the Transactions described under “The Proposed Transactions — Interests of Certain Persons”;

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that the number of shares of New Sirius Common Stock to be issued in the Split-Off is based on an Exchange Ratio that does not take into account fluctuations in the share prices of Sirius XM Common Stock, and changes in the share price of Liberty SiriusXM Common Stock will not meaningfully impact the Exchange Ratio and, that, as a result, stock price changes may impact the value of the consideration expected to be received by the holders of Liberty SiriusXM Common Stock in the Transactions; and

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that certain provisions of the Merger Agreement that require Liberty Media to pay Sirius XM Holdings a termination fee in certain circumstances could deter a third party from making a competing acquisition proposal for Liberty SiriusXM Common Stock or assets of the Liberty SiriusXM Group.

The Liberty Media board of directors evaluated the costs and benefits of the Transactions as a whole and did not find it necessary to assign relative weights to the specific factors considered. The Liberty Media board of directors concluded, however, that the potential benefits of the Transactions outweighed, in each case, the potential costs of the Transactions, and (a) with respect to the Split-Off, that separating New Sirius from Liberty Media by redeeming each outstanding share of LSXMA, LSXMB and LSXMK for a number of shares of New Sirius Common Stock equal to the Exchange Ratio and (b) with respect to the Merger, the acquisition of Sirius XM Holdings by New Sirius, is generally tax efficient, necessary, appropriate, advisable and in the best interests of Liberty Media and its stockholders.

The Liberty Media board of directors unanimously recommends that the holders of LSXMA and LSXMB vote “FOR” the Split-Off Proposal.

If the Split-Off is implemented, what do I need to do with my existing Liberty SiriusXM shares?

Liberty Media will cause the Redemption Agent to deliver or make available to all holders of certificated shares of Liberty SiriusXM Common Stock a letter of transmittal with which to surrender their certificated shares for the applicable number of shares of New Sirius Common Stock in book-entry form. Holders of certificated shares of Liberty SiriusXM Common Stock must surrender their stock certificates together with a duly executed letter of transmittal (and any other documentation required thereby) in order to receive their shares of New Sirius Common Stock in the Split-Off.

Registration in book-entry form refers to a method of recording stock ownership when no physical share certificates are issued to stockholders, as is the case in the Split-Off. Accounts holding shares of Liberty SiriusXM Common Stock in book-entry form will, at the Split-Off Effective Time, be automatically debited for the applicable series and number of shares to be redeemed as of the Split-Off Effective Time, and promptly thereafter credited with the applicable number of shares of New Sirius Common Stock. Holders of only book-entry shares of Liberty SiriusXM Common Stock will not need to take any action to receive their shares of New Sirius Common Stock in the Split-Off. No letters of

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transmittal will be delivered to holders of shares in book-entry form unless they also hold certificated shares of Liberty SiriusXM Common Stock, in which case such holder must surrender such stock certificates together with a duly executed letter of transmittal (and any other documentation required thereby) in order to receive any shares of New Sirius Common Stock, including any shares of New Sirius Common Stock in respect of any shares of Liberty SiriusXM Common Stock held in book-entry form.

In the Split-Off, only book-entry shares will be delivered and no physical share certificates will be issued to any New Sirius stockholders.

What stockholder vote is required to approve each of the proposals?

The Split-Off Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class. Holders of other classes and series of Liberty Media stock, including LSXMK, are not being asked to vote, and are not entitled to vote, on the Split-Off Proposal because such vote is not required by Liberty Media’s certificate of incorporation, bylaws or the laws of the State of Delaware.

The Adjournment Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class. Holders of other classes and series of Liberty Media stock, including LSXMK, are not being asked to vote, and are not entitled to vote, on the Adjournment Proposal because such vote is not required by Liberty Media’s certificate of incorporation, bylaws or the laws of the State of Delaware.

As of April 30, 2024, Liberty Media’s executive officers and directors (including Mr. Malone and Mr. Maffei) beneficially owned approximately 50.3% of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of that date. Liberty Media has been informed that all of its executive officers and directors intend to vote “FOR” the Split-Off Proposal and the Adjournment Proposal. Certain entities affiliated with Mr. Malone have entered into a Voting Agreement with Liberty Media, New Sirius and Sirius XM Holdings. See “Transaction Agreements — Voting Agreement” for a detailed description of the Voting Agreement. Other than the Voting Agreement, no voting agreement exists that requires any of Liberty Media’s executive officers and/or directors to vote in favor of the Split-Off Proposal and/or the Adjournment Proposal. If all such executive officers and directors vote “FOR” the Split-Off Proposal and the Adjournment Proposal, as intended, then no additional votes will be required to be cast by any other LSXMA or LSXMB stockholder and both of the Split-Off Proposal and the Adjournment Proposal will be approved. However, if all votes are cast as intended for the Split-Off Proposal, as noted above, the Liberty Special Meeting would not need to be adjourned as there would be sufficient votes to approve the Split-Off Proposal.

How many votes do stockholders have?

At the Liberty Special Meeting:

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with respect to each of the Split-Off Proposal and the Adjournment Proposal, each holder of record of LSXMA will be entitled to one vote per share and each holder of record of LSXMB will be entitled to ten votes per share; and

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only shares of LSXMA and LSXMB owned as of the record date are eligible to vote at the Liberty Special Meeting.

On the record date, there were 98,140,175 shares of LSXMA outstanding and 9,755,336 shares of LSXMB outstanding.

Pursuant to the Voting Agreement, the Malone Stockholders agreed to vote their respective shares of LSXMA and LSXMB owned by them, representing approximately 48.3% of the total voting power of

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the issued and outstanding shares of LSXMA and LSXMB as of April 30, 2024, in favor of the Split-Off Proposal and the transactions contemplated thereby, except that the Malone Stockholders will be obligated to vote shares representing approximately 33.37% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate in favor thereof in the event that the Liberty Media board of directors makes a Liberty Adverse Recommendation Change and Sirius XM Holdings elects not to terminate the Merger Agreement. For more information, see “Transaction Agreements — Voting Agreement” below.

Why is Liberty Media seeking approval of the Split-Off Proposal by the holders of shares of LSXMA and LSXMB and does my vote matter?

Under the terms of Liberty Media’s certificate of incorporation, the Liberty Media board of directors may, subject to the requisite approval of the holders of shares of LSXMA and LSXMB voting together as a separate class, redeem all of the outstanding shares of Liberty SiriusXM Common Stock for outstanding shares of New Sirius Common Stock. The approval of the Split-Off Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class. Holders of shares of LSXMK are not being asked to vote, and are not entitled to vote, on the Split-Off Proposal because such vote is not required by Liberty Media’s certificate of incorporation, bylaws or the laws of the State of Delaware.

Your vote matters. An abstention with respect to the Split-Off Proposal will have the same effect as a vote “AGAINST” such proposal. If you fail to submit a proxy or to vote via the Internet during the Liberty Special Meeting or you do not provide your broker, bank or other nominee with voting instructions, as applicable, with respect to the Split-Off Proposal, this will have no effect on determining whether the Split-Off Proposal is approved (if a quorum is present). The Liberty Media board of directors unanimously recommends that holders of shares of LSXMA and LSXMB vote “FOR” the Split-Off Proposal.

Why is Liberty Media seeking approval of the Adjournment Proposal?

To ensure that a sufficient number of shares are present and entitled to vote at the Liberty Special Meeting on the Split-Off Proposal, Liberty Media may need to approve the adjournment of the Liberty Special Meeting from time to time to solicit additional proxies in favor of the Split-Off Proposal, if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate. If no adjournment were effected and the Split-Off Proposal does not receive the requisite approval at the Liberty Special Meeting because there were insufficient votes represented at the Liberty Special Meeting, Liberty Media would need to call a new stockholders meeting at which it may again seek approval from the holders of shares of LSXMA and LSXMB of such proposals, which could significantly delay Liberty Media’s ability to implement the Split-Off.

What if the Split-Off Proposal is not approved?

If the Split-Off Proposal is not approved, neither the Split-Off nor the Merger will be completed, which means the existing shares of LSXMA, LSXMB and LSXMK will not be redeemed for shares of New Sirius Common Stock and the shares of Sirius XM Common Stock issued and outstanding immediately prior to the Merger Effective Time will not be converted into the right to receive the Merger Consideration.

Will LSXMA, LSXMB and LSXMK continue to be listed or traded following the Split-Off?

After the Split-Off, shares of LSXMA, LSXMB and LSXMK will be delisted from the Nasdaq Global Select Market and will be deregistered under the Exchange Act.

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What constitutes a quorum?

In order to conduct the business of the Liberty Special Meeting, a quorum must be present. This means that the holders of a majority in aggregate voting power represented by the shares of LSXMA and LSXMB outstanding on the record date and entitled to vote at the Liberty Special Meeting must be represented at the Liberty Special Meeting either in person or by proxy. For purposes of determining a quorum, your shares of LSXMA and LSXMB will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. Because applicable rules of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) do not permit discretionary voting by brokers with respect to any of the proposals to be acted upon at the Liberty Special Meeting, if you hold your shares of LSXMA and LSXMB through banks or brokers, your shares will not count as present and entitled to vote for purposes of determining a quorum, unless you instruct your bank or broker on how to vote your shares. This may make it more difficult to establish a quorum at the Liberty Special Meeting. If a quorum is not present at the Liberty Special Meeting, Liberty Media expects the chairman of the meeting to adjourn the meeting in accordance with the terms of the Amended and Restated Bylaws of Liberty Media (Liberty Media’s bylaws) for the purpose of soliciting additional proxies.

What do I, as a holder of shares of LSXMA or LSXMB, need to do to vote on the proposals?

After carefully reading and considering the information contained in or incorporated by reference into this proxy statement/notice/prospectus/information statement, you should submit your proxy before the Liberty Special Meeting in one of the following ways:

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Via the Internet — visit the website shown on your proxy card to vote via the Internet;

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Telephone voting — use the toll-free number shown on your proxy card; or

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Mail — complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you send the proxy by mail, there may be unexpected delays in mail processing times. You should allow a sufficient number of days to ensure delivery as your proxy must be received by the day immediately prior to the date of the Liberty Special Meeting.

If you are a stockholder of record, you may also vote via the Internet during the Liberty Special Meeting by visiting www.virtualshareholdermeeting.com/LMC2024SM. To enter the Liberty Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. It is recommended that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on August 23, 2024.

If your shares are held in “street name,” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

Liberty Media recommends that you vote by proxy even if you plan to attend the Liberty Special Meeting. You may change your vote at the Liberty Special Meeting. If a proxy is properly executed and submitted by a record holder without indicating any voting instructions, the shares of LSXMA and LSXMB represented by the proxy will be voted “FOR” the approval of each of the proposals.

If shares are held in “street name” by a broker, bank or other nominee, will the broker, bank or other nominee vote those shares for the beneficial owner on the proposals?

If you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any of the proposals. Accordingly, your broker, bank or other nominee will vote your shares held in “street name” on the proposals only if you provide

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instructions on how to vote. If you do not instruct your broker, bank or nominee how to vote your shares, they will have no effect on each of the Split-Off Proposal and the Adjournment Proposal (if a quorum is present). You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LSXMA and LSXMB or when granting or revoking a proxy.

What if I, as a holder of shares of LSXMA or LSXMB, do not vote on the proposals?

If you do not submit a proxy and you do not vote online at the Liberty Special Meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum. Your failure to vote will have no effect on determining whether the Split-Off Proposal and the Adjournment Proposal are approved (if a quorum is present). If you submit a proxy but do not indicate how you want to vote, your proxy will be counted as a vote “FOR” each of the proposals.

What if I, as a holder of shares of LSXMA or LSXMB, respond and indicate that I am abstaining from voting?

If you submit a proxy in which you indicate that you are abstaining from voting, your shares will count as present for purposes of determining a quorum, but your proxy will have the same effect as a vote “AGAINST” each of the proposals.

May stockholders who are entitled to vote change their vote after returning a proxy card or voting by telephone or over the Internet?

Yes. Any stockholder giving a proxy has the power to revoke it at any time before the proxy is voted at the Liberty Special Meeting. If you are a stockholder of record, you may revoke your proxy in any of the following ways:

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by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case, if you are eligible to do so;

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by sending a notice of revocation or a completed proxy card bearing a later date than your original proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or

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by attending and voting at the Liberty Special Meeting.

Any signed proxy revocation or new signed proxy must be received by the day immediately prior to the date of the Liberty Special Meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than 11:59 p.m., New York City time, on August 22, 2024.

Your attendance at the Liberty Special Meeting will not, by itself, revoke a prior vote or proxy from you.

If your shares are held in an account by a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so.

What happens if I sell my shares of LSXMA or LSXMB after the record date but before the Liberty Special Meeting?

The record date for the Liberty Special Meeting (July 17, 2024) is earlier than the date of the Liberty Special Meeting and earlier than the date that the Transactions will be completed. If you sell or otherwise transfer your shares of LSXMA or LSXMB after the record date but before the date of the Liberty Special Meeting, you will retain your right to vote at the Liberty Special Meeting. However, you will not have the right to receive shares of New Sirius in the Split-Off. In order to receive shares of New Sirius in the Split-Off, you must hold your shares through the completion of the Split-Off.

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Are there any risks that I should consider in deciding whether to vote in favor of the Split-Off Proposal?

Yes. You should carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 43. You should also read and carefully consider the risk factors of Liberty Media and Sirius XM Holdings contained in documents that are incorporated by reference into this proxy statement/notice/prospectus/information statement.

Where can I find the voting results of the Liberty Special Meeting?

The preliminary voting results will be announced at the Liberty Special Meeting. In addition, within four business days of the Liberty Special Meeting, Liberty Media intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Who is the transfer agent for Liberty SiriusXM Common Stock?

Broadridge Corporate Issuer Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.

What if during the check-in time or during the Liberty Special Meeting I have technical difficulties or trouble accessing the applicable virtual meeting website?

Broadridge Corporate Issuer Solutions, Inc. will have technicians ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time for the Liberty Special Meeting, please call the technical support number that will be posted on the virtual meeting website log-in page at www.virtualshareholdermeeting.com/LMC2024SM.

If Liberty Media experiences technical difficulties during the Liberty Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Liberty Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Liberty Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, Liberty Media will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/LMC2024SM.

For Holders of Sirius XM Common Stock

Has the Special Committee recommended to the Sirius XM Holdings board of directors that it approve the Merger and the other transactions contemplated by the Merger Agreement?

After careful consideration of various factors, including those described in “The Proposed Transactions —Sirius XM Holdings’ Reasons for the Merger,” the Special Committee has unanimously (a) approved, and declared advisable and in the best interests of Sirius XM Holdings and its stockholders (other than Liberty Media and its subsidiaries), the Merger Agreement, including the Merger, each of the other transaction agreements to which Sirius XM Holdings is a party and the Transactions and (b) recommended that the board of directors of Sirius XM Holdings approve the Merger Agreement, including the Merger, each of the other transaction agreements to which Sirius XM Holdings is a party and the Transactions.

Has the board of directors of Sirius XM Holdings approved the Merger and the other transactions contemplated by the Merger Agreement?

After careful consideration of the recommendation of the Special Committee and various factors including those described in “The Proposed Transactions — Sirius XM Holdings’ Reasons for the Merger,” the board of directors of Sirius XM Holdings unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of Sirius XM Holdings and the Sirius XM Holdings stockholders (other than Liberty Media and its subsidiaries) and declared that the Merger Agreement is advisable, (b) approved the execution, delivery and performance by Sirius XM Holdings of the Merger Agreement and the transactions contemplated thereby, including the Merger and (c) recommended that the stockholders of Sirius XM Holdings (other than Liberty Media and its subsidiaries) adopt the Merger Agreement.

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Has Sirius XM Holdings stockholder approval of the Merger and the other transactions contemplated by the Merger Agreement been obtained?

Yes. On December 11, 2023 and June 16, 2024, Liberty Radio, which on such dates owned of record a majority of the issued and outstanding shares of Sirius XM Common Stock and held a majority of the voting power of capital stock of Sirius XM Holdings, delivered the Sirius XM Stockholder Written Consents authorizing, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger. The December 2023 Sirius XM Stockholder Written Consent became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto and the June 2024 Sirius XM Stockholder Written Consent became effective immediately following the execution and delivery of the First Amendment to the Agreement and Plan of Merger by all parties thereto. As a result, no further action by any stockholder of Sirius XM Holdings is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the transactions contemplated thereby, including the Merger.

Additionally, at the recommendation of the board of directors of Sirius XM Radio, pursuant to the December 2023 Sirius XM Stockholder Written Consent, Liberty Radio approved the amendment and restatement of the certificate of incorporation of Sirius XM Radio to (a) reduce its number of authorized shares of common stock, par value $0.001, from 9,000,000,000 to 1,000 and remove the 50,000,000 authorized shares of preferred stock, par value $0.001 (and related references to preferred stock) and (b) remove the provision that provides that any act or transaction by Sirius XM Radio that requires for its adoption the approval of the stockholders of Sirius XM Radio shall, pursuant to Section 251(g)(7)(i) of the DGCL, require, in addition, the approval of the stockholders of Sirius XM Holdings by removing the twelfth article of the existing amended and restated certificate of incorporation of Sirius XM Radio (collectively, the Radio Charter Amendment).

If the Merger is completed, what do I need to do with my existing Sirius XM Holdings shares?

New Sirius will cause the Exchange Agent to deliver or make available to all holders of certificated shares of Sirius XM Common Stock a letter of transmittal with which to surrender their certificated shares for the applicable number of shares of New Sirius Common Stock in book-entry form. Holders of certificated shares of Sirius XM Common Stock must surrender their stock certificates together with a duly executed letter of transmittal (and any other documentation required thereby) in order to receive their shares of New Sirius Common Stock in the Merger.

Registration in book-entry form refers to a method of recording stock ownership when no physical share certificates are issued to stockholders, as is the case in the Merger. Accounts holding shares of Sirius XM Common Stock in book-entry form will, at the Merger Effective Time, be automatically debited for the applicable number of shares of Sirius XM Common Stock to be exchanged as of the Merger Effective Time, and promptly thereafter credited with the applicable number of shares of New Sirius Common Stock. Holders of only book-entry shares of Sirius XM Common Stock will not need to take any action to receive their shares of New Sirius Common Stock in the Merger. No letters of transmittal will be delivered to holders of shares in book-entry form unless they also hold certificated shares of Sirius XM Common Stock, in which case such holder must surrender such stock certificates together with a duly executed letter of transmittal (and any other documentation required thereby) in order to receive any shares of New Sirius Common Stock, including any shares of New Sirius Common Stock in respect of any shares of Sirius XM Common Stock held in book-entry form.

In the Merger, only book-entry shares will be delivered and no physical share certificates will be issued to any New Sirius stockholders.

Why is Sirius XM Holdings proposing the Transactions?

The Special Committee believes that the Transactions should provide benefits to Sirius XM Holdings and the holders of shares of Sirius XM Common Stock (other than Liberty Media, New Sirius and their respective subsidiaries), including:

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improved strategic flexibility of Sirius XM Holdings’ due to the fact that New Sirius will have a single class of “one share, one vote” common stock following the Transactions, and will no longer have a controlling stockholder;

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increased trading liquidity for New Sirius Common Stock and the potential for future eligibility for inclusion in stock market indexes, such as the S&P 500 Index; and

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increased stability for a period following the completion of the Transactions due to the fact that the New Sirius board of directors will (a) consist of nine directors, a majority of whom will be independent under the Nasdaq listing rules, five of whom have been designated by Liberty Media and four of whom have been designated by Sirius XM Holdings, and (b) be classified until the third annual meeting of stockholders of New Sirius held after the Merger Effective Time.

For a discussion of the factors that the Special Committee considered in determining to recommend the approval of the Transactions, please see the section of this proxy statement/notice/prospectus/information statement entitled “The Proposed Transactions — Sirius XM Holdings’ Reasons for the Merger — Recommendation of the Sirius XM Holdings Special Committee” beginning on page 94 of this proxy statement/notice/prospectus/information statement.

Do the directors and executive officers of Sirius XM Holdings have any interests that may differ from the interests of other holders of Sirius XM Common Stock?

Holders of Sirius XM Common Stock should be aware that certain of Sirius XM Holdings’ directors and executive officers may be deemed to have interests in the Transactions that are different from, or in addition to, those of holders of Sirius XM Common Stock. These interests may present such persons with actual or potential conflicts of interest. The Special Committee and the Sirius XM Holdings board of directors were aware of these interests during the deliberations of the merits of the Transactions.

With respect to Sirius XM Holdings’ directors and executive officers, areas where their interests may differ from those of holders of Sirius XM Common Stock in general relate to the indemnification and insurance protections for their service as directors and executive officers pursuant to the organizational documents of Sirius XM Holdings and pursuant to Sirius XM Holdings’ director and officer liability insurance policies. In addition, the directors and officers of Sirius XM Holdings and its subsidiaries will have the right to indemnification and continued coverage under a tail directors’ and officers’ liability insurance policy following the Merger. For any directors or executive officers of Sirius XM Holdings that will serve as directors of New Sirius following the completion of the Transactions, New Sirius will obtain director and officer liability insurance to cover all directors and executive officers of New Sirius.

Additionally, any equity awards held by directors and executive officers of Sirius XM Holdings will be converted in connection with the Merger into equity awards of New Sirius based on the SiriusXM Exchange Ratio relating to shares of New Sirius Common Stock and will be subject to the same terms and conditions as in the original Sirius XM equity award as discussed in more detail under “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Sirius XM Holdings in the Transactions — Equity Awards” and “The Merger — Treatment of Outstanding Equity Awards.”

All of the executive officers of Sirius XM Holdings immediately prior to the Merger Effective Time are expected to be the executive officers of New Sirius following the Transactions and are expected to continue to provide services in such capacity following the Transactions. Certain of the directors of Sirius XM Holdings immediately prior to the Merger Effective Time are expected to be directors of New Sirius following the Merger.

The Sirius XM Holdings board of directors and Liberty Media board of directors include two overlapping members: Mr. Maffei and Mr. Evan Malone. Mr. Maffei is a member of the Liberty Media board of directors and the President and Chief Executive Officer of Liberty Media and is also the Chairman of the Sirius XM Holdings board of directors. Mr. Evan Malone is a non-employee member of each of the Liberty Media board of directors and Sirius XM Holdings board of directors. In addition, Robin P. Hickenlooper, a non-employee director of Sirius XM Holdings, also serves Liberty Media as Senior Vice President, Corporate Development, and David A. Blau, a non-employee director of Sirius XM Holdings, served Liberty Media as Executive Vice President, Corporate Development, until December 31, 2023 and then as a Senior Advisor until June 28, 2024. As of April 30, 2024, each of Mr. Maffei, Mr. Evan Malone, Mr. Blau and Ms. Hickenlooper hold shares of Liberty

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SiriusXM Common Stock, stock options with respect to Liberty SiriusXM Common Stock and, except for Mr. Blau, restricted stock units with respect to Liberty SiriusXM Common Stock. Those shares will be redeemed in the Split-Off for shares of New Sirius Common Stock, and such options and restricted stock units will be treated as discussed below under “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards.”

Effective as of the completion of the Merger, (a) Mr. Maffei is expected to serve as the Chairman of the New Sirius board of directors and (b) Jennifer C. Witz, a member of the Sirius XM Holdings board of directors and the Chief Executive Officer of Sirius XM Holdings, is expected to serve as a member of the New Sirius board of directors and as the Chief Executive Officer of New Sirius. Additionally, Eddy Hartenstein, Mr. Evan Malone, James Meyer, Jonelle Procope, Michael Rapino, Kristina Salen and David Zaslav are currently directors of Sirius XM Holdings and are expected to serve as directors of New Sirius following the completion of the Transactions (each of whom was designated to serve as a director of New Sirius subsequent to the Special Committee’s and the Sirius XM Holdings board of directors’ deliberations of the merits of the Transactions).

Based solely on outstanding stock information for LSXMA, LSXMB and LSXMK and Sirius XM Common Stock as of April 30, 2024, and assuming exercise of options and other rights to acquire securities held by such persons and exercisable within 60 days after such date, the people who are expected to serve as the officers and directors of New Sirius and their affiliates following the Transactions (a) beneficially own an aggregate of approximately 1.5% of the outstanding shares of LSXMA and LSXMB entitled to vote on the Split-Off Proposal and the Adjournment Proposal as of April 30, 2024 and (b) are expected to beneficially own shares of New Sirius Common Stock representing approximately 3.4% of the voting power in the aggregate upon the Merger Effective Time, based upon pro forma outstanding stock information for New Sirius Common Stock as of April 30, 2024 and assuming the exercise or conversion of options, warrants or convertible securities or the vesting of restricted stock units that were exercisable, convertible or would vest on or within 60 days after April 30, 2024.

For a detailed discussion of these and other interests, see “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Sirius XM Holdings in the Transactions” below.

What was the role of the Special Committee?

The Sirius XM Holdings board of directors established the Special Committee and adopted resolutions stating that:

•

the Special Committee shall have the power and authority of the Sirius XM Holdings board of directors:

•

to formulate, authorize, approve, modify and terminate Sirius XM Holdings’ policy with respect to the return of capital to its stockholders, including any use of capital for repurchase of shares of the Sirius XM Common Stock; and

•

with respect to any transaction or arrangement between Sirius XM Holdings and Liberty Media; and

•

the Sirius XM Holdings board of directors would not authorize or approve any action with respect to the forgoing matters without the prior affirmative recommendation of the Special Committee.

The Special Committee is comprised of two independent directors who were determined by the Sirius XM Holdings board of directors to be independent of Liberty Media. As more fully described in the section entitled “The Proposed Transactions — Background of the Transactions,” the Special Committee evaluated the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, with the assistance of its financial and legal advisors.

At the conclusion of its review, the Special Committee, among other things, unanimously: (a) determined that the transaction agreements and the transactions contemplated by the transaction agreements,

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including the Transactions, are advisable, fair to and in the best interests of Sirius XM Holdings and its stockholders, other than Liberty Media and its subsidiaries, and (b) recommended that the Sirius XM Holdings board of directors approve, the Merger Agreement, each of the other transaction agreements to which Sirius XM Holdings is a party, and the transactions contemplated thereunder.

What does the opinion of Solomon Partners Securities LLC provide?

In connection with the Transactions, the Special Committee received a written opinion, dated December 11, 2023, from its independent financial advisor, Solomon Partners Securities, LLC (Solomon Partners), that, as of such date, and based upon and subject to the factors, limitations, qualifications and assumptions set forth therein, the SiriusXM Exchange Ratio was fair, from a financial point of view, to the holders of Sirius XM Common Stock (other than Liberty Media or its subsidiaries), as more fully described below in the section entitled “The Proposed Transactions — Opinion of Financial Advisor to the Special Committee” beginning on page 98 of this proxy statement/notice/prospectus/information statement. Solomon Partners provided its opinion for the information and assistance of the Special Committee (in its capacity as such) in connection with its consideration of the Transactions.

The foregoing description of Solomon Partners’ opinion is qualified in its entirety by reference to the full text of Solomon Partners’ written opinion, dated December 11, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion and is attached as Annex G to this proxy statement/notice/prospectus/information statement. Solomon Partners’ opinion does not constitute a recommendation to the Special Committee, the board of directors of Sirius XM Holdings, the holders of Sirius XM Common Stock or any other person as to how such person should vote or act with respect to the Transactions, any matter related thereto or any other matter.

Who is the transfer agent for Sirius XM Common Stock?

Computershare Inc., 150 Royall Street, Suite 101, Canton, MA 02021.

Will Sirius XM Common Stock continue to be listed or traded following the Transactions?

If the Transactions are consummated, New Sirius will be the successor issuer of Sirius XM Holdings. New Sirius Common Stock will be substituted for Sirius XM Common Stock on the Nasdaq Global Select Market and will continue to be traded under the symbol “SIRI” in place of the shares of Sirius XM Common Stock.

For Both Holders of Sirius XM Common Stock and Holders of Liberty SiriusXM Common Stock

What will the relationship be between New Sirius and Liberty Media after the Transactions?

Following the Transactions, Liberty Media and New Sirius will operate independently, and neither will have any ownership interest in the other. In connection with the Split-Off, New Sirius and Liberty Media will enter into the Tax Sharing Agreement which will, among other things, govern Liberty Media’s and New Sirius’ respective rights, responsibilities and obligations with respect to certain taxes and tax benefits, the filing of tax returns, the control of tax audits and other tax matters. The terms of the Tax Sharing Agreement are further summarized in the section “Transaction Agreements — Tax Sharing Agreement” below.

Where will the New Sirius Common Stock trade?

If the Transactions are consummated, the New Sirius Common Stock is expected to be listed on the Nasdaq Global Select Market under Sirius XM Holdings’ current symbol, “SIRI.”

Will New Sirius have more than one series of common stock outstanding and what are the voting rights of the New Sirius Common Stock?

New Sirius will only have one series of common stock outstanding upon the completion of the

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Transactions. Each holder of New Sirius Common Stock will be entitled to one vote for each share of New Sirius Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as otherwise required by law or as otherwise provided in the Amended and Restated Certificate of Incorporation of New Sirius (New Sirius’ amended and restated charter) (including any certificate of designation relating to a series of preferred stock), the holders of the shares of New Sirius Common Stock shall exclusively possess all voting power. New Sirius’ amended and restated charter does not provide for cumulative voting in the election of directors.

How will the members of the board of directors of New Sirius be determined following the Transactions?

At the Merger Effective Time, the board of directors of New Sirius will consist of a total of nine directors and be classified and divided into three classes, designated Class I, Class II and Class III, with each class initially consisting of three directors. Liberty Media has designated five individuals (the Liberty Media Designees), including Mr. Maffei and four other directors (with three of such four director designees satisfying certain independence requirements). Sirius XM Holdings has designated four individuals (the Sirius XM Holdings Designees), including Ms. Witz and three other directors (with these three director designees satisfying certain independence requirements). For more information, see “The Merger — New Sirius’ Board of Directors and Management after the Merger”, “Transaction Agreements — Merger Agreement — Directors and Officers of New Sirius after Completion of the Merger” and “Management of New Sirius Following the Merger.”

Have Liberty Media and Sirius XM Holdings identified their respective designees to the board of directors of New Sirius following the Transactions?

Liberty Media has designated the following five individuals as the Liberty Media Designees: Mr. Maffei, Mr. Evan Malone, Mr. Meyer, Mr. Zaslav and Mr. Rapino. Sirius XM Holdings has designated the following four individuals as the Sirius XM Holdings Designees: Ms. Witz, Mr. Hartenstein, Ms. Procope and Ms. Salen. For more information, see “The Merger — New Sirius’ Board of Directors and Management after the Merger”, “Transaction Agreements — Merger Agreement — Directors and Officers of New Sirius after Completion of the Merger” and “Management of New Sirius Following the Merger.”

How will the Liberty Media Designees and the Sirius XM Holdings Designees be allocated among the classes of directors following the Transactions?

In connection with the appointments of the Liberty Media Designees and Sirius XM Holdings Designees discussed above, (a) three of the Sirius XM Holdings Designees have been designated as the initial Class I directors for a term expiring at the first annual meeting of stockholders of New Sirius held after the Merger Effective Time, (b) the remaining Sirius XM Holdings Designee and two Liberty Media Designees have been designated as the initial Class II directors for a term expiring at the second annual meeting of stockholders of New Sirius held after the Merger Effective Time, and (c) Mr. Maffei and the two remaining Liberty Media designees (who meet certain independence requirements) have been designated as the initial Class III directors for a term expiring at the third annual meeting of stockholders of New Sirius held after the Merger Effective Time. Pursuant to New Sirius’ amended and restated charter, the board of directors of New Sirius is authorized to assign members of the board of directors already in office to their respective class.

At each annual meeting of stockholders held after the Merger Effective Time, successors to the class of directors whose term expires at that annual meeting will be elected for a term expiring at the next succeeding annual meeting of stockholders. Following the third annual meeting held after the Merger Effective Time, the New Sirius board of directors will cease to be classified.

For more information, see “The Merger — New Sirius’ Board of Directors and Management after the Merger”, “Transaction Agreements — Merger Agreement — Directors and Officers of New Sirius after Completion of the Merger” and “Management of New Sirius Following the Merger.”

How are the Liberty Media Designees and the Sirius XM Holdings Designees allocated among the classes of directors following the Transactions?

Sirius XM Holdings has designated Mr. Hartenstein, Ms. Salen and Ms. Witz as the initial Class I

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directors for a term expiring at the first annual meeting of stockholders of New Sirius held after the Merger Effective Time. Sirius XM Holdings has designated Ms. Procope and Liberty Media has designated Mr. Evan Malone and Mr. Meyer as the initial Class II directors for a term expiring at the second annual meeting of stockholders of New Sirius held after the Merger Effective Time. Liberty Media has designated Mr. Maffei, Mr. Zaslav and Mr. Rapino as the initial Class III directors for a term expiring at the third annual meeting of stockholders of New Sirius held after the Merger Effective Time. For more information, see “The Merger — New Sirius’ Board of Directors and Management after the Merger”, “Transaction Agreements — Merger Agreement — Directors and Officers of New Sirius after Completion of the Merger” and “Management of New Sirius Following the Merger.”

How is a Liberty Media Designee or Sirius XM Holdings Designee determined to be an “independent” member of the board of directors of New Sirius?

For a director to be deemed independent under the Nasdaq listing rules, New Sirius’ board of directors must affirmatively determine that the director has no direct or indirect material relationship with New Sirius. To assist New Sirius’ board of directors in determining which of its directors will qualify as independent, the nominating, environmental, social and governance committee of New Sirius’ board is expected to follow the Corporate Governance Rules of Nasdaq on the criteria for director independence.

Under the terms of the Merger Agreement:

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at least two of the Liberty Media Designees must be individuals who would qualify as an “independent” director under the Nasdaq listing rules with respect to each of New Sirius (after the Merger Effective Time) and Liberty Media;

•

at least one of the Liberty Media Designees (in addition to the two Liberty Media Designees referred to in the preceding bullet point) must be an individual who would qualify as an “independent” director under the Nasdaq listing rules with respect to New Sirius (after the Merger Effective Time); and

•

all of the Sirius XM Holdings Designees (other than Ms. Witz) must, among other things, be individuals who would qualify as “independent” directors under the Nasdaq listing rules with respect to New Sirius (after the Merger Effective Time).

In accordance with these criteria, it is expected that the New Sirius board of directors will determine that each of Mr. Hartenstein, Ms. Procope, Mr. Rapino, Ms. Salen and Mr. Zaslav qualifies as an independent director of New Sirius. For more information, see “Management of New Sirius Following the Merger — Director Independence.”

Who is expected to serve as the executive officers of New Sirius immediately following the Transactions?

The executive officers of New Sirius from and after the completion of the Merger will be the same persons who are the executive officers of Sirius XM Holdings immediately prior to the Merger.

Will New Sirius be considered a “controlled company” under applicable exchange listing standards?

Following the Transactions, New Sirius will not be deemed a “controlled company” under applicable exchange listing standards.

Who is the redemption agent for the consideration issuable in the Split-Off, the exchange agent for the Merger Consideration and the transfer agent for New Sirius Common Stock?

Liberty Media and Sirius XM Holdings have mutually selected Computershare Inc. to serve as redemption agent (the Redemption Agent), exchange agent (the Exchange Agent) and transfer agent (the Transfer Agent) for the purposes of redeeming shares of Liberty SiriusXM Common Stock for shares of New Sirius Common Stock in the Split-Off, for the purposes of exchanging shares of Sirius XM Common Stock for the Merger Consideration and for the shares of New Sirius Common Stock from and after the Merger Effective Time, respectively.

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What equity stake will holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock hold in New Sirius after the Transactions?

Upon completion of the Transactions, based on an estimated Exchange Ratio of approximately 0.83, which takes into account the amendment to the Exchange Ratio providing that it is multiplied by one-tenth (0.1) and which assumes that as of June 30, 2024, there will be approximately 3,846.6 million shares of Sirius XM Common Stock outstanding, approximately 353.1 million shares of Liberty SiriusXM Common Stock outstanding and approximately 3,205.8 million shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries immediately prior to the Split-Off that, pursuant to the Exchange Ratio, is subject to reduction for an estimated net liabilities share adjustment of an amount of New Sirius Common Stock corresponding to approximately 274.8 million shares of Sirius XM Common Stock (which, based on the $4.23 Reference Price (as defined below) for shares of Sirius XM Common Stock, equates to approximately $1,163 million), former holders of Liberty SiriusXM Common Stock (in the aggregate) are expected to own New Sirius Common Stock representing approximately 81% of outstanding shares and former holders of Sirius XM Common Stock (in the aggregate, but other than Liberty Media and its subsidiaries) are expected to own New Sirius Common Stock representing approximately 19% of outstanding shares, in each case, immediately following the completion of the Merger. All of the foregoing percentages are approximations based on share information and net liabilities estimated as of such date and subject to change.

When do Liberty Media and Sirius XM Holdings expect to complete the Transactions?

Liberty Media and Sirius XM Holdings are working to complete the Transactions as soon as practicable. We expect to complete the Transactions in the third quarter of 2024. Neither Liberty Media nor Sirius XM Holdings can predict, however, the actual date on which the Transactions will be completed because they are subject to conditions beyond each company’s control.

Am I entitled to appraisal rights in connection with the Transactions?

Under the DGCL, neither holders of Liberty SiriusXM Common Stock nor holders of Sirius XM Common Stock will be entitled to exercise appraisal rights in connection with the Split-Off or the Merger.

Will the rights of holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock change as a result of the Transactions?

The holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock will have different rights than they do now once they become stockholders of New Sirius due to differences between the governing documents of Liberty Media, Sirius XM Holdings and New Sirius. These differences are described in detail under “Description of New Sirius Capital Stock and Comparison of Stockholder Rights — Comparison of Stockholder Rights.”

What do I do if I have additional questions?

Holders of LSXMA and LSXMB: If you have any questions prior to the Liberty Special Meeting or if you would like copies of any document referred to or incorporated by reference in this proxy statement/notice/prospectus/information statement, please call Liberty Media’s Investor Relations at (877) 772-1518 or Liberty Media’s proxy solicitor, D.F. King & Co., Inc. at (212) 269-5550 (brokers and banks only) or (888) 628-9011 (toll free) or LSXM@dfking.com.

Holders of Sirius XM Common Stock: If you have any questions or if you would like copies of any document referred to or incorporated by reference in this proxy statement/notice/prospectus/information statement, please call Sirius XM Holdings’ Investor Relations at (212) 584-5100 or email Investor.Relations@siriusxm.com.

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SUMMARY

This summary highlights information contained elsewhere in this proxy statement/notice/prospectus/information statement. This summary does not contain all of the important information that you should consider before voting on the proposals. You should read carefully the entire proxy statement/notice/prospectus/information statement, including the Annexes and the documents incorporated by reference herein. In addition, the information set forth under the caption “Questions and Answers” above is deemed part of, and hereby incorporated into, this summary by reference thereto.

The Companies

Liberty Media. Liberty Media owns interests in subsidiaries and other companies that are engaged in the media and entertainment industries primarily in North America and the United Kingdom. Its principal businesses and assets include its consolidated subsidiaries Sirius XM Holdings and Formula 1 and its equity affiliate, Live Nation Entertainment, Inc. (Live Nation).

Liberty Media’s common stock is comprised of three tracking stocks. A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole.

While the Liberty SiriusXM Group, the Formula One Group and the Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stock have no direct claim to the group’s stock or assets and therefore, do not own, by virtue of their ownership of a Liberty Media tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings, in which Liberty Media holds an interest that is attributed to a Liberty Media tracking stock group, the Liberty SiriusXM Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

As of March 31, 2024, the Liberty SiriusXM Group was primarily comprised of Liberty Media’s interest in Sirius XM Holdings, corporate cash, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly owned special purpose subsidiary of Liberty Media. As of March 31, 2024, the Liberty SiriusXM Group had cash and cash equivalents of approximately $135 million, which included approximately $71 million of subsidiary cash.

Liberty Media is a Delaware corporation that was incorporated on August 10, 2012. Liberty Media’s principal executive offices are located at 12300 Liberty Blvd., Englewood, Colorado 80112 and its main telephone number is (720) 875-5400.

New Sirius. New Sirius is currently a wholly owned subsidiary of Liberty Media. Upon completion of the Split-Off, New Sirius will be an independent company and Liberty Media will not retain any ownership interest in New Sirius. Upon the completion of the Split-Off, New Sirius’ principal assets will consist of the businesses and assets attributed to the Liberty SiriusXM Group as of immediately prior to the Contribution, which will include its approximately 83% interest in Sirius XM Holdings and corporate cash (collectively, the New Sirius Assets) and the liabilities attributed to the Liberty SiriusXM Group as of immediately prior to the Contribution and the liabilities of Liberty Media and its subsidiaries arising out of, related to or in connection with the New Sirius business (whether incurred before, on or after the completion of the Transactions), which will include all claims asserted in the lawsuit filed in the Court of Chancery of the State of Delaware, captioned Fishel, et al., v. Liberty Media, et al., Case No. 2021-0820-KSJM (the Specified Litigation Matter), which have since been dismissed with prejudice pursuant to the Order and Final Judgment and subject to the terms of the Agreed Settlement, any action or claim in connection with the Transactions, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049, a margin loan obligation incurred by a wholly owned special purpose subsidiary of Liberty Media and certain other liabilities attributed to the Liberty SiriusXM Group as described herein (collectively, the New Sirius Liabilities, and together with the New Sirius Assets, the New Sirius Assets and Liabilities). A more complete description of the businesses and assets that will be held

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by New Sirius can be found in “Description of Business of New Sirius” in this proxy statement/notice/prospectus/information statement. In connection with the Split-Off, New Sirius will enter into certain agreements, including a tax sharing agreement with Liberty Media (the Tax Sharing Agreement), which will, among other things, govern Liberty Media’s and New Sirius’ respective rights, responsibilities and obligations with respect to certain taxes and tax benefits, the filing of tax returns, the control of tax audits and other tax matters. See “Certain Relationships and Related Party Transactions — Relationships Between New Sirius and Liberty Media Following the Transactions.”

Following the Merger, Sirius XM Holdings will be a wholly owned subsidiary of New Sirius. New Sirius will, in connection with the completion of the Merger, be renamed “Sirius XM Holdings Inc.” and will operate under Sirius XM Holdings’ name and brand.

New Sirius is a Delaware corporation that was incorporated on December 4, 2023. Prior to the Merger, New Sirius’ principal executive offices are located at 12300 Liberty Blvd., Englewood, Colorado 80112, and following the Merger, New Sirius’ principal executive offices will be located at 1221 Avenue of the Americas, 35th Floor, New York, New York 10020. Prior to the Transactions, New Sirius’ main telephone number will be that of Liberty Media listed below and following the Transactions, New Sirius’ main telephone number will be (212) 584-5100.

Merger Sub. Merger Sub is a newly formed wholly owned subsidiary of New Sirius. In the Merger, Merger Sub will merge with and into Sirius XM Holdings, with Sirius XM Holdings surviving the Merger as a wholly owned subsidiary of New Sirius.

Sirius XM Holdings.

Sirius XM Holdings operates two complementary audio entertainment businesses — referred to as the “Sirius XM” business and “Pandora and Off-platform” business.

The Sirius XM business features music, sports, entertainment, comedy, talk, news, traffic and weather channels and other content, as well as podcasts and infotainment services, in the U.S. on a subscription fee basis. Sirius XM packages include live, curated and certain exclusive and on demand programming. The Sirius XM service is distributed through two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and Sirius XM Holdings’ website. The Sirius XM service is also available through its in-car user interface, called “360L”, that combines satellite and streaming services into a single, cohesive in-vehicle entertainment experience. The primary source of revenue from the Sirius XM business is subscription fees, with most of its customers subscribing to monthly, quarterly, semi-annual or annual plans. Sirius XM also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of its satellite radios and accessories, and other ancillary services. As of March 31, 2024, the Sirius XM business had approximately 33.4 million subscribers.

In addition to its audio entertainment businesses, Sirius XM provides connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. Sirius XM also offers a suite of data services that includes graphical weather, fuel prices, a traffic information service, and real-time weather services in boats and airplanes. Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (Sirius XM Canada).

The Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists and podcasts as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). As of March 31, 2024, Pandora had approximately 5.9 million subscribers. The majority of revenue from Pandora is generated from advertising on the Pandora ad-supported radio service which is sold under the SiriusXM Media brand. Pandora also derives subscription revenue from Pandora Plus and Pandora Premium subscribers.

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Sirius XM Holdings also sells advertising on other audio platforms and in widely distributed podcasts, which it considers to be off-platform services. It has an arrangement with SoundCloud Holdings, LLC (SoundCloud) to be its exclusive ad sales representative in the U.S. and certain European countries and offers advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. It also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc. (AdsWizz), Sirius XM Holdings provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and monetization solutions.

Sirius XM Holdings’ principal executive offices are located at 1221 Avenue of the Americas, 35th Floor, New York, New York 10020 and its main telephone number is (212) 584-5100.

Summary Risk Factors

In evaluating the proposals set forth in this proxy statement/notice/prospectus/information statement, you should carefully read this proxy statement/notice/prospectus/information statement, including the annexes, and especially consider the discussion of material risks discussed in this section. This summary of material risks related to the Split-Off and Merger should be read in conjunction with the section titled “Risk Factors” starting on page 43 and should not be relied upon as an exhaustive summary of the material risks in connection with the Transactions and an investment in New Sirius and New Sirius’ ownership of Sirius XM Holdings following the Split-Off.

Factors Relating to the Transactions:

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The Exchange Ratio is a calculation that is subject to a number of factors that will not be known until just before the closing.

•

The market value of the shares of New Sirius Common Stock at the time they are initially issued to holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock may vary significantly from (i) the market value of shares of Sirius XM Common Stock on the date of the Reorganization Agreement and the Merger Agreement and/or the date of the First Amendments, (ii) the value of Sirius XM Common Stock implied by the SiriusXM Exchange Ratio, or (iii) the value of Liberty SiriusXM Common Stock implied by the Exchange Ratio.

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The shares of New Sirius Common Stock to be received by holders of Liberty SiriusXM Common Stock upon the completion of the Split-Off and the Merger will have different rights from shares of Liberty SiriusXM Common Stock.

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The shares of New Sirius Common Stock to be received by Sirius XM Holdings stockholders upon the completion of the Merger will have different rights from shares of Sirius XM Common Stock.

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The Split-Off Transactions could result in significant tax liability.

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New Sirius may have a significant indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, if the Split-Off Transactions are treated as a taxable transaction.

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New Sirius may determine to forgo certain transactions that might otherwise be advantageous in order to avoid the risk of incurring significant tax-related liabilities.

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Liberty Media, Sirius XM Holdings and New Sirius will incur direct and indirect costs and expenses as a result of the Transactions.

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The announcement and pendency of the Transactions could divert the attention of management and cause disruptions in the businesses of Sirius XM Holdings and Liberty Media, which could have an adverse effect on the business and financial results of both Sirius XM Holdings and Liberty Media.

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Liberty Media (with respect to the Liberty SiriusXM Group) and New Sirius are subject to contractual restrictions while the Transactions are pending, which could adversely affect Liberty Media’s business (with respect to the Liberty SiriusXM Group and New Sirius) and could adversely affect New Sirius.

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Sirius XM Holdings is subject to contractual restrictions while the Transactions are pending, which could adversely affect Sirius XM Holdings business.

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Certain of the directors and executive officers of Liberty Media and Sirius XM Holdings have interests relating to the Transactions or the Merger Agreement that are different from other Liberty Media and Sirius XM Holdings stockholders.

Factors Relating to New Sirius:

•

Sales of New Sirius Common Stock after the Transactions may negatively affect the market price of New Sirius Common Stock.

•

It is not certain that an active trading market will develop or be sustained after the Transactions, and following the Transactions, New Sirius’ stock price may fluctuate significantly.

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If, following the Split-Off, New Sirius is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or New Sirius’ internal control over financial reporting is not effective, the reliability of New Sirius’ financial statements may be questioned, and New Sirius’ stock price may suffer.

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It may be difficult for a third party to acquire New Sirius, even if doing so may be beneficial to New Sirius stockholders.

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New Sirius is expected to have overlapping directors with Liberty Media, which may lead to conflicting interests.

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Directors and officers of New Sirius are protected from liability for a broad range of actions.

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New Sirius’ holding company structure could restrict access to funds of its subsidiaries that may be needed to pay third party obligations.

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Following the Transactions, New Sirius, on a standalone basis and on a consolidated basis, will have significant indebtedness, and its subsidiaries’ debt will contain certain covenants that restrict its operations.

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New Sirius’ ability to incur additional indebtedness to fund its operations could be limited, which could negatively impact its operations.

Factors Relating to Sirius XM Holdings:

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Sirius XM Holdings faces substantial competition and that competition is likely to increase over time.

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If Sirius XM Holdings’ efforts to attract and retain subscribers and listeners, or convert listeners into subscribers, are not successful, its business will be adversely affected.

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Sirius XM Holdings engages in extensive marketing efforts and the continued effectiveness of those efforts is an important part of its business.

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Sirius XM Holdings relies on third parties for the operation of its business, and the failure of third parties to perform could adversely affect its business.

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Failure to successfully monetize and generate revenue from podcasts and other non-music content could adversely affect Sirius XM Holdings’ business, operating results, and financial condition.

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Sirius XM Holdings may not realize the benefits of acquisitions or other strategic investments and initiatives.

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The impact of economic conditions may adversely affect Sirius XM Holdings’ business, operating results, and financial condition.

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holders of Sirius XM Common Stock (in the aggregate, but other than Liberty Media and its subsidiaries) are expected to own New Sirius Common Stock representing approximately 19% of outstanding shares, in each case, immediately following the completion of the Merger. All of the foregoing percentages are approximations based on share information and net liabilities estimated as of such date and subject to change.

Comparative Per Share Market Price

Liberty Media Market Price

Each of LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA and LLYVK trade on the Nasdaq Global Select Market. FWONB and LLYVB are quoted on the OTC Markets. Stock price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq website at www.nasdaq.com.

The following tables set forth the range of high and low sales prices of LSXMB, FWONB and LLYVB for the quarters listed below. Although LSXMB is traded on the Nasdaq Global Select Market, an established public trading market does not exist for the stock, as it is not actively traded. Additionally, there is no established public trading market for FWONB and LLYVB, which are quoted on OTC Markets. The over-the-counter market quotations for FWONB and LLYVB reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	Liberty SiriusXM common stock Series B (LSXMB)
	High			Low
2022
First Quarter		$	53.04		44.92
Second Quarter		$	47.14		40.00
Third Quarter		$	46.75		36.50
Fourth Quarter		$	47.43		39.03
2023
First Quarter		$	42.00		25.35
Second Quarter		$	31.51		26.18
Third Quarter(1)		$	34.80		22.19
Fourth Quarter		$	28.90		24.08
2024
First Quarter		$	31.53		28.70
Second Quarter		$	31.00		20.94
Third Quarter (through July 17, 2024)		$	24.20		22.73

	Liberty Formula One common stock Series B (FWONB)
	High			Low
2022
First Quarter		$	54.75		54.75
Second Quarter		$	70.26		56.65
Third Quarter		$	63.00		53.59
Fourth Quarter		$	48.75		47.78

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	Liberty Formula One common stock Series B (FWONB)
	High			Low
2023
First Quarter		$	68.02		54.31
Second Quarter		$	68.00		63.00
Third Quarter(1)		$	66.00		55.00
Fourth Quarter		$	56.02		56.02
2024
First Quarter		$	65.00		60.00
Second Quarter		$	66.50		58.51
Third Quarter (through July 17, 2024) . . . . . . . . . . . . . . . . . . . . . . . . . .		$	63.96		63.96

	Liberty Live common stock Series B (LLYVB)
	High			Low
2023
Third Quarter (from the initial quoting of LLYVB on August 4, 2023 through September 29, 2023)(1)		$	34.35		28.38
Fourth Quarter		$	33.50		31.18
2024
First Quarter		$	39.00		36.00
Second Quarter		$	40.00		33.50
Third Quarter (through July 17, 2024)(2) . . . . . . . . . . . . . . . . . . . . . . . . . .		$	40.00		33.50

(1)

On August 3, 2023, Liberty Media completed the reclassification of its then-existing common stock. Each outstanding share of Liberty SiriusXM Common Stock was reclassified into one share of the corresponding series of new Liberty SiriusXM Common Stock and 0.2500 of a share of the corresponding series of Liberty Live Common Stock, and each outstanding share of Liberty Formula One Common Stock was reclassified into one share of the corresponding series of new Liberty Formula One Common Stock and 0.0428 of a share of the corresponding series of Liberty Live Common Stock. No adjustments were made to the presented stock prices in 2022 or the first three quarters of 2023 to reflect these events.

(2)

Shares of LLYVB trade infrequently. During the third quarter of 2024 (through July 17, 2024), no trades occurred, as such the high and low prices shown for this period relate to the second quarter of 2024.

As of September 25, 2023, the last trading day prior to the public announcement that Liberty Media had communicated a proposal to the Special Committee outlining the terms of a proposed combination, LSXMB closed at $22.36, FWONB closed at $58.50 and LLYVB closed at $30.01.

Sirius XM Holdings Market Price

SIRI trades on the Nasdaq Global Select Market. Stock price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq website at www.nasdaq.com.

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Selected Financial Data

Selected Financial Data for Liberty Media

The following tables present selected historical information relating to Liberty Media’s financial condition as of March 31, 2024 and December 31, 2023 and 2022 and its results of operations for the three-month periods ended March 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2023. The following data should be read in conjunction with Liberty Media’s consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this proxy statement/notice/prospectus/information statement. See the section entitled “Additional Information — Where You Can Find More Information.”

	March 31,			December 31,
	2024			2023		2022
	amounts in millions
Summary Balance Sheet Data:
Cash and cash equivalents		$	1,666		2,019		2,246
Investments in affiliates, accounted for using the equity method		$	1,996		1,089		952
Property and equipment, net		$	2,129		2,083		2,255
Goodwill		$	19,399		19,165		19,341
FCC Licenses		$	8,600		8,600		8,600
Intangible assets subject to amortization, net		$	3,889		3,872		4,288
Total assets		$	42,405		41,168		42,464
Total current liabilities		$	4,866		4,743		5,410
Long-term debt		$	14,257		14,180		14,953
Deferred income tax liabilities		$	2,202		2,086		2,101
Total equity		$	19,645		19,445		19,126

	Three months ended March 31					Year ended December 31,
	2024			2023		2023		2022		2021
	amounts in millions except per share amounts
Summary Statement of Operations Data:
Total revenue		$	2,749		2,556		12,525		12,164		11,400
Cost of Sirius XM Holdings Revenue		$	1,037		1,024		4,209		4,130		3,968
Cost of Formula 1 Revenue		$	279		206		2,240		1,750		1,489
Selling, general and administrative		$	465		486		1,930		2,031		1,907
Operating income (loss)		$	502		340		2,063		2,064		1,977
Interest expense		$	(191)		(196)		(782)		(689)		(642)
Share of earnings (losses) of affiliates, net		$	(19)		(10)		138		99		(200)
Realized and unrealized gains (losses) on financial instruments, net		$	(3)		(46)		(323)		599		(451)
Net earnings (loss) attributable to Liberty Media stockholders		$	203		15		761		1,815		398
Basic net earnings (loss) attributable to Series A, B and C Liberty SiriusXM common stock per share		$	0.61		0.56		2.54		3.94		1.79
Basic net earnings (loss) attributable to Series A, B and C Liberty Formula One common stock per share		$	0.33		(0.47)		0.79		2.39		(0.82)

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	Three months ended March 31					Year ended December 31,
	2024			2023		2023		2022		2021
	amounts in millions except per share amounts
Basic net earnings (loss) attributable to Series A, B and C Liberty Live common stock per share		$	(0.79)		NA		(1.54)		NA		NA
Basic net earnings (loss) attributable to Series A, B and C Liberty Braves common stock per share			N/A		(1.11)		(2.09)		(0.66)		(0.21)

Selected Financial Data for New Sirius

The following tables present selected combined historical information relating to the business, assets and liabilities of New Sirius upon the completion of the Transactions, which represents the combination of the historical financial information of Sirius XM Holdings and the business, assets and liabilities contributed to and assumed by New Sirius in the Contribution, including its financial condition as of March 31, 2024 and December 31, 2023 and 2022 and its results of operations for the three-month periods ended March 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2023. All significant intercompany accounts and transactions have been eliminated in the combined financial statements. The financial data as of March 31, 2024 and December 31, 2023 and 2022 and for the three- month periods ended March 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2023 has been derived from the combined historical financial statements of New Sirius included elsewhere in this proxy statement/notice/prospectus/information statement.

	March 31			December 31,
	2024			2023		2022
	amounts in millions
Summary Balance Sheet Data:
Cash and cash equivalents		$	135		306		362
Property and equipment, net		$	1,855		1,791		1,551
FCC Licenses		$	8,600		8,600		8,600
Goodwill		$	15,209		15,209		15,209
Total assets		$	30,811		30,056		30,454
Total current liabilities		$	3,796		3,951		4,358
Long-term debt		$	10,056		10,073		10,689
Deferred tax liabilities		$	2,388		2,414		2,461
Total equity		$	13,324		13,102		12,371

	Three months ended March 31					Year ended December 31,
	2024			2023		2023		2022		2021
	amounts in millions except per share amounts
Summary Statement of Operations Data:
Total revenue		$	2,162		2,144		8,953		9,003		8,696
Income from operations		$	409		373		1,808		1,919		1,917
Interest expense		$	(129)		(134)		(534)		(503)		(481)
Net income (loss) attributable to Liberty Sirius XM Holdings Inc.		$	199		193		786		908		1,062
Unaudited pro forma net income attributable to Liberty Sirius XM Holdings Inc. per share – basic		$	0.59		NA		2.35		NA		NA

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Selected Financial Data for Sirius XM Holdings

The following tables present selected historical information relating to Sirius XM Holdings’ financial condition as of March 31, 2024 and December 31, 2023 and 2022 and its results of operations for the three-month periods ended March 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2023. The following data should be read in conjunction with Sirius XM Holdings’ consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this proxy statement/notice/prospectus/information statement. See the section entitled “Additional Information — Where You Can Find More Information.”

	March 31, 2024			December 31,
	March 31, 2024			2023		2022
	amounts in millions
Summary Balance Sheet Data:
Cash and cash equivalents		$	71		216		57
Property and equipment, net		$	1,820		1,754		1,499
Goodwill		$	3,249		3,249		3,249
Total assets		$	11,174		10,374		10,022
Total current liabilities		$	3,088		3,226		2,981
Long-term debt		$	8,722		8,690		9,256
Deferred tax liabilities		$	488		509		565
Total equity (deficit)		$	(2,370)		(2,565)		(3,351)

	There months ended March 31,					Year ended December 31,
	2024			2023		2023		2022		2021
	amounts in millions except per share amounts
Summary Statement of Operations Data:
Total revenue		$	2,162		2,144		8,953		9,003		8,696
Income from operations		$	437		412		1,946		2,036		2,015
Interest expense		$	(104)		(107)		(423)		(422)		(415)
Net income		$	265		233		1,258		1,213		1,314
Basic net income per common share		$	0.07		0.06		0.33		0.31		0.32

Selected Unaudited Condensed Pro Forma Consolidated Financial Data of Liberty Media

The following tables present selected pro forma information relating to Liberty Media’s financial condition as of March 31, 2024 and its results of operations for the three-month period ended March 31, 2024 and the year ended December 31, 2023 to show the pro forma impact of the Split-Off. The pro forma balance sheet information assumes that the Split-Off had occurred as of March 31, 2024. The pro forma results of operations data assumes the Split-Off had occurred as of January 1, 2023. The pro forma information has been derived from the unaudited historical financial statements of Liberty Media for the three-month period ended March 31, 2024 and the audited historical financial statements of Liberty Media for the year ended December 31, 2023, which are incorporated by reference into this proxy statement/notice/prospectus/information statement. See the section entitled “Additional Information — Where You Can Find More Information.”

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	March 31, 2024
	Pro Forma
	amounts in millions
Summary Balance Sheet Data:
Cash and cash equivalents		$	1,531
Goodwill		$	4,190
Intangible assets subject to amortization, net		$	2,898
Total assets		$	11,879
Total current liabilities		$	1,169
Long-term debt		$	4,210
Total equity		$	6,321

	Three months ended March 31, 2024			Year ended December 31, 2023
	Pro Forma
	amounts in millions except per share amounts
Summary Statement of Operations Data:
Total revenue		$	587		3,572
Cost of Formula 1 revenue		$	279		2,240
Operating income (loss)		$	93		255
Interest expense		$	(62)		(248)
Share of earnings (losses) of affiliates, net		$	(24)		157
Realized and unrealized gains (losses) on financial instruments, net		$	(21)		(235)
Net earnings (loss) attributable to Liberty Media stockholders		$	4		(25)
Basic net earnings (loss) attributable to Series A, B and C Liberty SiriusXM common stock per share			NA		NA
Basic net earnings (loss) attributable to Series A, B and C Liberty Formula One common stock per share		$	0.33		0.79
Basic net earnings (loss) attributable to Series A, B and C Liberty Live common stock per share		$	(0.79)		(1.54)
Basic net earnings (loss) attributable to Series A, B and C Liberty Braves common stock per share			NA		(2.09)

Dividends

Liberty Media. Liberty Media has never paid cash dividends on any series of its common stock. All decisions regarding payment of dividends by Liberty Media are made by its board of directors in accordance with applicable law after taking into account various factors, including its financial condition, operating results, current and anticipated cash needs, plans for expansion and possible loan covenants which may restrict or prohibit payment of dividends.

New Sirius. New Sirius currently expects to pay a quarterly cash dividend to holders of New Sirius Common Stock, although it has no obligation to do so, and its dividend policy may change at any time without notice to its stockholders. The declaration and payment of dividends will be at the discretion of New Sirius’ board of directors in accordance with applicable law after considering various factors, including the company’s financial condition, operating results, current and anticipated cash needs, limitations imposed by its indebtedness, legal requirements and other factors that its board of directors deems relevant.

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RISK FACTORS

In addition to the other information contained in, incorporated by reference in or included as an Annex to this proxy statement/notice/prospectus/information statement, including the matters addressed in “Cautionary Statements Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding whether to vote to approve the Split-Off Proposal.

The risk factors described in this section have been separated into two groups:

•

risks that relate to the Transactions, which include risks relating to the Split-Off, the Merger and New Sirius’ corporate history; and

•

risks relating to an investment in New Sirius and risks relating to New Sirius’ ownership of Sirius XM Holdings following the Split-Off.

The risks described below and elsewhere in this proxy statement/notice/prospectus/information statement are considered to be the most material but are not the only ones that relate to the Split-Off, the Merger, an investment in New Sirius or Sirius XM Holdings becoming a wholly owned subsidiary of New Sirius. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on New Sirius or Sirius XM Holdings. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods especially given the current economic environment. Additionally, Liberty Media’s annual report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this proxy statement/notice/prospectus/information statement, describes the most material risks that relate to the Liberty SiriusXM Group tracking stock structure and an investment in Liberty Media.

If any of the events described below or incorporated by reference were to occur, the businesses, prospects, financial condition, results of operations and/or cash flows of New Sirius could be materially adversely affected. In any such case, the price of the New Sirius Common Stock could decline, perhaps significantly.

For the purposes of the risk factors relating to the Split-Off enumerated below, unless the context otherwise indicates, it is assumed that the Split-Off Proposal is approved and that the Split-Off has been completed (without regard to whether the Merger occurs). For the purposes of the risk factors relating to the Merger enumerated below, unless the context otherwise indicates, it is assumed that the Split-Off Proposal is approved and that the Merger has been completed.

Factors Relating to the Transactions

The Exchange Ratio is a calculation that is subject to a number of factors that will not be known until just before the closing.

The number of shares of New Sirius Common Stock into which shares of Liberty SiriusXM Common Stock will be exchanged will be determined by the Exchange Ratio. The Exchange Ratio is a calculation that will not be known until closer to the date of closing of the Redemption and is based on a variety of factors that will not be known until then, including, among other things, the net financial liabilities of the Liberty SiriusXM Group (excluding Liberty Media’s 3.75% Convertible Senior Notes due 2028, but including Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and the Margin Loan), including its interest expense, and other liabilities for transaction fees and expenses, financing fees and litigation-related liabilities, the average of the daily VWAP of shares of both LSXMA and LSXMK for the ten consecutive trading days ending on the Measurement Date and other corporate adjustments. Because the Exchange Ratio is not fixed and will vary, the number of shares of New Sirius Common Stock to be received by holders of Liberty SiriusXM Common Stock in the Redemption may change from the estimated Exchange Ratio. Changes in the Exchange Ratio will impact the proportion of issued and outstanding New Sirius Common Stock following the completion of the Transactions represented by the shares of New Sirius Common Stock issued to former holders of Liberty SiriusXM Common Stock relative to former holders of Sirius XM Common Stock in the Transactions. Although the Exchange Ratio will likely not meaningfully change as a result of changes in the market value of the shares of Liberty SiriusXM Common Stock, it is subject to final

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adjustments and will not be calculated prior to voting on the Split-Off Proposal at the Liberty Special Meeting. Changes to the Exchange Ratio will impact the value of Liberty SiriusXM Common Stock relative to Sirius XM Common Stock in the Merger and, as a result, will impact the value of shares of Liberty SiriusXM Common Stock.

The number of shares received by holders of Liberty SiriusXM Common Stock in the Split-Off is based on an Exchange Ratio that does not take into account fluctuations in the share prices of Sirius XM Common Stock between the date of the Reorganization Agreement and the Merger Agreement and/or the date of the First Amendments, respectively, and the completion of the Transactions. In addition, changes in the share price of Sirius XM Common Stock will not impact the SiriusXM Exchange Ratio and changes in the share price of Liberty SiriusXM Common Stock will not meaningfully impact the Exchange Ratio. For more information, see “Questions and Answers — What factors could impact the calculation of the Exchange Ratio?” and “Questions and Answers — What will happen to the Exchange Ratio if the trading prices of shares Liberty SiriusXM Common Stock or Sirius XM Common Stock change between now and the measurement date of the Exchange Ratio?” As a result, stock price changes may impact the value of the consideration expected to be received in the Transactions, and no assurance can be given as to the market value of New Sirius Common Stock. Such stock price changes may result from a variety of factors (many of which are beyond the control of Sirius XM Holdings or Liberty Media), including:

•

changes in, or changes in market expectations of, the companies’ respective businesses, operations, assets, liabilities and prospects, investor behavior and strategies, including market assessments of the likelihood that the transactions will be completed;

•

interest rates, general market and economic conditions and other factors generally affecting the market price of the companies’ common stock;

•

federal, state and local legislation, governmental regulation and legal developments in the businesses in which the companies operate; and

•

other factors beyond the control of either Sirius XM Holdings or Liberty Media, including those described under this heading “Risk Factors.”

It is expected that the Split-Off and Merger will cause a reduction in the voting power held by certain holders of Liberty SiriusXM Common Stock with respect to the business, assets and liabilities of Sirius XM Holdings. Pursuant to Liberty Media’s certificate of incorporation, holders of LSXMA are currently entitled to one vote for each share of such stock held on all matters submitted to a vote of stockholders, holders of LSXMB are currently entitled to ten votes for each share of such stock held on all matters submitted to a vote of stockholders, and holders of LSXMK are currently not entitled to any voting powers (including with respect to any class votes taken in accordance with the terms of Liberty Media’s certificate of incorporation), except as otherwise required by Delaware law, in which case each share of LSXMK is entitled to 1/100th of a vote. Following the Split-Off, holders of record of New Sirius Common Stock will be entitled to one vote for each share of such stock held on all matters submitted to a vote of stockholders. Further, as a result of the Transactions, holders of Liberty SiriusXM Common Stock immediately prior to the Split-Off will experience a reduction of their aggregate voting power with respect to the business, assets and liabilities of Sirius XM Holdings. Following the Transactions, based on the estimated Exchange Ratio of approximately 0.83, because New Sirius will have a single class of voting stock, holders of LSXMA, LSXMB and LSXMK immediately prior to the Split-Off are expected to hold approximately 24%, 2% and 54% of the aggregate voting power of New Sirius, respectively (assuming no changes to the number of outstanding shares of LSXMA, LSXMB, LSXMK and Sirius XM Holdings since April 30, 2024). Further,

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following the Transactions, based on the estimated Exchange Ratio of approximately 0.83, it is expected that such former holders of Liberty SiriusXM Common Stock will own approximately 81% of New Sirius, whereas, approximately 83% interest in Sirius XM Holdings is currently attributed to the Liberty SiriusXM Group. Following the Split-Off and the Merger, Liberty Media will no longer hold any equity interest in Sirius XM Holdings or New Sirius, there will not be a majority stockholder of New Sirius, and New Sirius will not be deemed a “controlled company” under applicable exchange listing standards.

Upon the completion of the Split-Off, holders of Liberty SiriusXM Common Stock will no longer be stockholders of Liberty Media. Instead, former holders of Liberty SiriusXM Common Stock will become holders of New Sirius Common Stock and their rights as New Sirius stockholders will be governed by the terms of New Sirius’ amended and restated charter and the amended and restated bylaws of New Sirius (New Sirius’ amended and restated bylaws). The terms of New Sirius’ amended and restated charter and New Sirius’ amended and restated bylaws are in some respects materially different than the terms of Liberty Media’s certificate of incorporation and bylaws, which currently govern the rights of holders of Liberty SiriusXM Common Stock. See the section entitled “Description of New Sirius Capital Stock and Comparison of Stockholder Rights — Comparison of Stockholder Rights” for a discussion of the different rights associated with shares of New Sirius Common Stock and shares of Liberty SiriusXM Common Stock.

The shares of New Sirius Common Stock to be received by Sirius XM Holdings stockholders upon the completion of the Merger will have different rights from shares of Sirius XM Common Stock.

Upon the completion of the Transactions, holders of Sirius XM Common Stock will no longer be stockholders of Sirius XM Holdings. Instead, former holders of Sirius XM Common Stock (other than New Sirius and its subsidiaries) will become holders of New Sirius Common Stock and their rights as New Sirius stockholders will be governed by the terms of New Sirius’ amended and restated charter and amended and restated bylaws. New Sirius’ amended and restated charter and amended and restated bylaws are in some respects materially different than the terms of the amended and restated certificate of incorporation of Sirius XM Holdings (Sirius XM Holdings’ certificate of incorporation) and the amended and restated by-laws of Sirius XM Holdings (Sirius XM Holdings’ bylaws), which currently govern the rights of Sirius XM Holdings stockholders. See the section entitled “Description of New Sirius Capital Stock and Comparison of Stockholder Rights — Comparison of Stockholder Rights” for a discussion of the different rights associated with shares of New Sirius Common Stock and shares of Sirius XM Common Stock.

The Split-Off Transactions could result in significant tax liability.

The Split-Off is conditioned upon the receipt by Liberty Media of the opinion of Skadden Arps, tax counsel to Liberty Media, to the effect that, among other things, the Split-Off Transactions will qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code to Liberty Media and to holders of Liberty SiriusXM Common Stock. The condition to the Split-Off relating to the receipt by Liberty Media of the opinion of Skadden Arps may not be waived.

The opinion of Skadden Arps will be based on the law in effect as of the time of the Split-Off and will rely on certain assumptions, as well as statements, representations, and undertakings made by officers of Liberty Media, New Sirius, Sirius XM Holdings and certain other individuals. If any of those statements, representations, or assumptions is incorrect or untrue in any material respect or any of those undertakings is not complied with, or if the facts upon which the opinion of Skadden Arps is based are materially different from the actual facts that exist at the time of the Split-Off, the conclusions reached in such opinion could be adversely affected. Liberty Media will not obtain a private letter ruling from the IRS regarding the qualification of the Split-Off under Section 355, Section 368(a)(1)(D) and related provisions of the Code. The legal authorities on which the opinion of Skadden Arps will be based are subject to change or differing interpretations at any time, possibly with retroactive effect. Opinions of counsel are not binding on the IRS or the courts, and there can be no assurance that the IRS will not challenge the conclusions reached in

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such opinion or that a court would not sustain such a challenge. If it is subsequently determined that the Split-Off Transactions do not qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, Liberty Media and the holders of Liberty SiriusXM Common Stock who receive New Sirius Common Stock pursuant to the Split-Off could incur significant tax liabilities. Pursuant to Liberty Media’s management and allocation policies, following the completion of the Split-Off and the Merger, the cash for the payment of any taxes and losses resulting from the Split-Off Transactions, which are not allocated to and paid by New Sirius pursuant to the Tax Sharing Agreement, generally would be drawn from funds attributed to the Liberty Live Group, except that cash for the payment of any taxes and losses (a) resulting primarily from a breach by Liberty Media following the Split-Off Transactions of any contractual covenants made by Liberty Media in connection with the Split-Off Transactions or (b) resulting from Section 355(e) of the Code applying to the Split-Off Transactions as a result of the Split-Off Transactions being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty Media shall, in each case, be drawn proportionately from funds attributed to the Formula One Group and the Liberty Live Group based upon the relative market capitalizations of Liberty Formula One Common Stock and Liberty Live Common Stock following the Split-Off. For a more complete discussion of the tax opinion and the tax consequences if the Split-Off Transactions do not qualify for the intended U.S. federal income tax treatment, please see “U.S. Federal Income Tax Consequences — Tax Opinions” and “— U.S. Federal Income Tax Treatment of the Split-Off.”

Even if the Split-Off Transactions otherwise qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, the Split-Off would result in a significant U.S. federal income tax liability to Liberty Media (but not to holders of Liberty SiriusXM Common Stock) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of Liberty Media or New Sirius (or any successor corporation) (excluding, for this purpose, the acquisition of New Sirius Common Stock by holders of Liberty SiriusXM Common Stock in the Split-Off, but including the acquisition of New Sirius Common Stock by holders of Sirius XM Common Stock in the Merger) as part of a plan or series of related transactions that includes the Split-Off. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the opinion of Skadden Arps described above, Liberty Media or New Sirius might inadvertently cause or permit a prohibited change in the ownership of Liberty Media or New Sirius to occur. If the Split-Off were determined to be taxable to Liberty Media under Section 355(e) of the Code, Liberty Media would incur significant tax liabilities. For a more complete discussion of the tax consequences if the Split-Off is determined to be taxable to Liberty Media under Section 355(e) of the Code, please see “U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Treatment of the Split-Off.”

New Sirius may have a significant indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, if the Split-Off Transactions are treated as a taxable transaction.

Pursuant to the Tax Sharing Agreement that New Sirius and Liberty Media will enter into in connection with the Split-Off, New Sirius will be required to indemnify Liberty Media, its subsidiaries and certain related persons for taxes and losses (other than any taxes or tax-related losses that result from Section 355(e) of the Code applying to the Split-Off as a result of the Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty Media) resulting from the failure of the Split-Off Transactions to qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code to the extent that such taxes and losses (a) result primarily from, individually or in the aggregate, the breach of certain covenants made by New Sirius (applicable to actions or failures to act by New Sirius and its subsidiaries following the completion of the Split-Off), (b) result primarily from, individually or in the aggregate, the failure of certain representations made by Sirius XM Holdings in support of the opinion of Skadden Arps regarding the generally tax-free status of the Split-Off Transactions to be true and correct, or (c) result from the application of Section 355(e) of the Code to the Split-Off as a result of the treatment of the Split-Off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of New Sirius (or any successor corporation), except, in the case of clauses (a) and (b), if such taxes and losses result from an action required to be taken pursuant to the Transaction Agreements.

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New Sirius’ indemnification obligations to Liberty Media, its subsidiaries and certain related persons will not be limited in amount or subject to any cap. If New Sirius is required to indemnify Liberty Media, its subsidiaries or such related persons under the circumstances set forth in the Tax Sharing Agreement, New Sirius may be subject to substantial liabilities, which could materially adversely affect its financial position.

For a more detailed discussion of the Tax Sharing Agreement, see “Transaction Agreements — Tax Sharing Agreement.”

New Sirius may determine to forgo certain transactions that might otherwise be advantageous in order to avoid the risk of incurring significant tax-related liabilities.

Under the Tax Sharing Agreement, New Sirius will agree not to take certain actions, or fail to take any action, following the Split-Off, which action or failure to act would be inconsistent with the Split-Off Transactions qualifying under Section 355, Section 368(a)(1)(D) and related provisions of the Code. In particular, for the two-year period following the distribution, as described in the section entitled “Transaction Agreements — Tax Sharing Agreement,” New Sirius will be subject to specific restrictions that are intended to preserve the generally tax-free status of the Split-Off, including restrictions on its ability to discontinue the conduct of certain businesses, to merge, consolidate, liquidate, or dissolve New Sirius or Sirius XM Holdings, to redeem or repurchase New Sirius Common Stock, or to enter into certain other corporate transactions that may cause New Sirius to undergo either a 45% or greater change in the ownership of its voting stock or a 45% or greater change in the ownership (measured by value) of all classes of its stock, taking into account the Merger. Further, the Tax Sharing Agreement will require that New Sirius indemnify Liberty Media for any taxes or losses (subject to certain exceptions) incurred by Liberty Media (or its subsidiaries) to the extent that such taxes and losses (a) result primarily from, individually or in the aggregate, the breach of certain covenants made by New Sirius (applicable to actions or failures to act by New Sirius and its subsidiaries following the completion of the Split-Off), (b) result primarily from, individually or in the aggregate, the failure of certain representations made by Sirius XM Holdings in support of the opinion of Skadden Arps regarding the generally tax-free status of the Split-Off Transactions to be true and correct, or (c) result from the application of Section 355(e) of the Code to the Split-Off as a result of the treatment of the Split-Off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of New Sirius (or any successor corporation).

Under Section 355(e) of the Code, an acquisition of New Sirius’ stock would generally be presumed to be part of a plan (or series of related transactions) with the Split-Off if such acquisition occurs within two years before or after the Split-Off (or if such stock is received in the Split-Off in exchange for Liberty SiriusXM Common Stock that was acquired within the two years before the Split-Off). This presumption, however, may be rebutted based upon an analysis of the facts and circumstances related to the Split-Off and the particular acquisition in question, including a weighing of certain plan and non-plan factors set forth in U.S. Treasury Regulations promulgated under Section 355(e) of the Code. Further, these U.S. Treasury Regulations provide certain safe harbors under which an acquisition will be deemed not to be part of a plan (or series of related transactions) with the Split-Off for purposes of Section 355(e) of the Code.

In light of the Tax Sharing Agreement and the requirements under Section 355 of the Code, including the factors and safe harbors described above, New Sirius may determine to forgo certain transactions that might otherwise be advantageous. In particular, New Sirius may determine to continue to operate certain of its business operations for the foreseeable future even if a sale of such business operations might otherwise be advantageous. Moreover, New Sirius might determine to forgo certain transactions, including share repurchases, stock issuances, certain asset dispositions and other strategic transactions, for some period of time following the Split-Off. In addition, New Sirius’ indemnity obligations under the Tax Sharing Agreement might discourage, delay or prevent its entering into a change of control transaction for some period of time following the Split-Off.

Liberty Media, Sirius XM Holdings and New Sirius will incur direct and indirect costs and expenses as a result of the Transactions.

Each of Liberty Media and Sirius XM Holdings have incurred, and expect to further incur, certain nonrecurring costs in connections with the Transactions. Liberty Media and Sirius XM Holdings estimate

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their aggregate out-of-pocket costs related to the Transactions to be approximately $93.8 million in the aggregate, primarily consisting of investment banking, legal and accounting fees and financial printing and other related charges. The payment of costs related to the Transactions will adversely affect the short-term operating results and cash flows of New Sirius. The foregoing estimate is preliminary and subject to change. If the Transactions are not consummated, Liberty Media, New Sirius and Sirius XM Holdings will be responsible for their respective transaction costs and expenses in connection with the Transactions for which they will receive no benefit, except in the case that the Merger Agreement is terminated by Sirius XM Holdings as a result of a Liberty Adverse Recommendation Change, in which case Liberty Media will be required to pay to Sirius XM Holdings a termination fee equal to $450 million in cash. Although Liberty Media and Sirius XM Holdings expect that the realization of benefits related to the Transactions will offset such costs and expenses over time, no assurances can be made that the net benefits will be achieved in the near term, or at all.

All fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be borne by the parties incurring such fees or expenses. However, Sirius XM Holdings will pay for the portion of the SEC filing fee applicable to the Form S-4 of which this proxy statement/notice/prospectus/information statement forms a part (the Form S-4) which is attributable to the shares of New Sirius Common Stock to be issued to the holders of Sirius XM Common Stock in the Merger; and New Sirius will pay for the portion of the SEC filing fee applicable to the Form S-4 which is attributable to the shares of New Sirius Common Stock to be issued to the holders of LSXMA, LSXMB and LSXMK, as applicable, and the options to purchase shares of New Sirius Common Stock issued in the substitution of existing stock options to purchase shares of LSXMK. Due to Liberty Media’s ownership of approximately 83% of Sirius XM Holdings, holders of Liberty SiriusXM Common Stock will indirectly bear its allocable share of these amounts. Additionally holders of Liberty SiriusXM Common Stock will directly bear, in the form of an adjustment to the Exchange Ratio, the amount of fees and expenses incurred by Liberty Media and its subsidiaries in connection with the Merger Agreement and the completion of the Transactions. Liberty Media and Sirius XM Holdings will share the costs related to the submission of applications to the FCC for authorization to transfer control of subsidiaries of Sirius XM Holdings that hold FCC licenses and authorizations, the associated FCC licenses and authorizations from Liberty Media to New Sirius, and the pro forma applications for approval of the Conversion.

Management of both Sirius XM Holdings and Liberty Media may be required to divert a disproportionate amount of attention away from their respective day-to-day activities and operations, and devote time and effort to consummating the Transactions. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the Transactions. These factors could adversely affect the financial position or results of operations of Liberty Media and Sirius XM Holdings, regardless of whether the Transactions are completed.

The Merger Agreement imposes certain restrictive interim covenants on Liberty Media (with respect to the Liberty SiriusXM Group and New Sirius) and New Sirius during the pendency of the Merger Agreement. For instance, subject to certain exceptions set forth in the Merger Agreement, the consent of the Special Committee (on behalf of Sirius XM Holdings) is required in respect of, among other things, amendments to Liberty Media’s (with respect to the Liberty SiriusXM Group) or New Sirius’ organizational documents, the incurrence of debt for borrowed money, payments of certain dividends with respect to Liberty SiriusXM Common Stock and New Sirius Common Stock, certain issuances of shares of Liberty SiriusXM Common Stock and New Sirius Common Stock and payments of certain liabilities. These restrictions may prevent Liberty Media and New Sirius from taking certain actions during the period from the date of the Merger Agreement to the Merger Effective Time, including making certain acquisitions or otherwise pursuing certain business opportunities, or making certain changes to shares of Liberty SiriusXM Common

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Stock or New Sirius Common Stock, that the Liberty Media and New Sirius board of directors, respectively, may deem beneficial. See the section entitled “Transaction Agreements — Merger Agreement — Conduct of Business” for a description of the restrictive covenants applicable to Liberty Media (with respect to the Liberty SiriusXM Group and New Sirius) and New Sirius, as applicable.

Sirius XM Holdings is subject to contractual restrictions while the Transactions are pending, which could adversely affect Sirius XM Holdings business.

The Merger Agreement imposes certain restrictive interim covenants on Sirius XM Holdings during the pendency of the Merger Agreement. For instance, subject to certain exceptions set forth in the Merger Agreement, the consent of Liberty Media and New Sirius is required in respect of, among other things, payments of certain dividends with respect to Sirius XM Common Stock, certain issuances of shares of Sirius XM Common Stock and entering into a new line of business or disposing of or materially modifying operations with respect to an existing line of business. These restrictions may prevent Sirius XM Holdings from taking certain actions during the period from the date of the Merger Agreement to the Merger Effective Time, including making certain acquisitions or otherwise pursuing certain business opportunities, or making certain changes to shares of Sirius XM Common Stock that the Sirius XM Holdings board of directors may deem beneficial. See the section entitled “Transaction Agreements — Merger Agreement — Conduct of Business” for a description of the restrictive covenants applicable to Sirius XM Holdings.

The Liberty Media and Sirius XM Holdings directors and executive officers have certain indemnification and insurance protections for their service as directors and executive officers of Liberty Media and Sirius XM Holdings, respectively. For any directors or executive officers of Liberty Media that will serve as directors or executive officers of New Sirius following the completion of the Transactions, New Sirius will obtain director and officer liability insurance to cover all directors and executive officers of New Sirius. In addition, the directors and officers of Sirius XM Holdings and its subsidiaries will have the right to indemnification and continued coverage under a tail directors’ and officers’ liability insurance policy following the Merger.

Directors and executive officers of Liberty Media hold stock options and/or restricted stock units with respect to Liberty SiriusXM Common Stock, which, (a) in the case of each stock option outstanding immediately prior to the Split-Off, will become fully vested immediately prior to, and contingent upon, the Split-Off Effective Time and be converted into a New Sirius option award based on the Exchange Ratio and (b) in the case of each restricted stock award and restricted stock unit outstanding as of ten business days prior to the Redemption Date (or such other date on or around that time as may be determined by the board of directors of Liberty Media (or an authorized committee thereof)), will become fully vested and, net of taxes, will be treated as an outstanding share of Liberty SiriusXM Common Stock in the Redemption, in each case, as discussed in more detail below in “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards” and “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards.” As discussed below in “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards — Transitional Plan,” the shares of New Sirius Common Stock underlying New Sirius option awards held by any individual who will serve as a member of the New Sirius board of directors can be registered on a Form S-8 and will be settled in shares upon exercise. Shares of New Sirius Common Stock underlying other New Sirius option awards that may not be able to be registered on a Form S-8 will be settled in cash upon exercise.

Certain of the Liberty Media directors and executive officers hold shares of Sirius XM Common Stock, stock options with respect to Sirius XM Common Stock and restricted stock units with respect to Sirius XM Common Stock. Those shares will be converted in the Merger into the right to receive shares of New Sirius Common Stock, and such options and restricted stock units will be treated as discussed in more detail under “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Sirius XM Holdings in the Transactions — Equity Awards” and “The Merger — Treatment of Outstanding Equity Awards.”

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The Liberty Media and Sirius XM Holdings boards of directors include two overlapping members: Mr. Maffei and Mr. Evan Malone. Mr. Maffei is a member of the Liberty Media board of directors and the President and Chief Executive Officer of Liberty Media and is also the Chairman of the Sirius XM Holdings board of directors. Mr. Evan Malone is a non-employee member of each of the Liberty Media board of directors and Sirius XM Holdings board of directors. In addition, Ms. Hickenlooper, a non-employee director of Sirius XM Holdings, also serves Liberty Media as Senior Vice President, Corporate Development, and David A. Blau, a non-employee director of Sirius XM Holdings, served Liberty Media as Executive Vice President, Corporate Development, until December 31, 2023 and then as a Senior Advisor until June 28, 2024. As of April 30, 2024, each of Mr. Maffei, Mr. Evan Malone, Mr. Blau and Ms. Hickenlooper hold shares of Liberty SiriusXM Common Stock, stock options with respect to Liberty SiriusXM Common Stock and, except for Mr. Blau, restricted stock units with respect to Liberty SiriusXM Common Stock. Those shares will be redeemed in the Split-Off for shares of New Sirius Common Stock, and such options and restricted stock units will be treated as discussed below under “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards.”

Mr. Malone is the Chairman of the Liberty Media board of directors. Under the Voting Agreement, each of Sirius XM Holdings and New Sirius, jointly and severally, has agreed to indemnify each Malone Stockholder for certain losses incurred in connection with or arising out of the Voting Agreement. In addition, Sirius XM Holdings and New Sirius have agreed to pay up to $150,000 in the aggregate of reasonable out-of-pocket costs and expenses incurred by the Malone Stockholders in connection with the preparation, negotiation, execution and delivery of the Voting Agreement. See “Transaction Agreements — Voting Agreement” below.

Effective as of the completion of the Merger, Mr. Maffei is expected to serve as the Chairman of the New Sirius board of directors and Ms. Witz is expected to serve as the Chief Executive Officer of New Sirius and a member of the New Sirius board of directors. All of the executive officers of Sirius XM Holdings immediately prior to the Merger Effective Time will be the executive officers of New Sirius following the Transactions and will continue to provide services in such capacity following the Transactions. Additionally, Mr. Hartenstein, Mr. Evan Malone, Mr. Meyer, Ms. Procope, Mr. Rapino, Ms. Salen and Mr. Zaslav are currently directors of Sirius XM Holdings and are expected to serve as directors of New Sirius following the Transactions.

For a detailed discussion of these and other interests, see “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions” below and see “The Proposed Transactions — Interests of Certain Persons — Interests of Directors and Executive Officers of Sirius XM Holdings in the Transactions” below.

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, as Liberty Media, New Sirius or Sirius XM Holdings may be unable to satisfy the conditions or obtain the approvals required to complete the Transactions or such approvals may contain material restrictions or conditions.

The completion of the Transactions is subject to a number of conditions, as described in this proxy statement/notice/prospectus/information statement, including the occurrence of certain events contemplated by the Reorganization Agreement and the Merger Agreement. None of Liberty Media, New Sirius or Sirius XM Holdings can make any assurances that the Transactions will be completed on the terms or timeline currently contemplated, or at all. Some of the conditions to the completion of the Transactions are outside the control of Liberty Media, New Sirius and Sirius XM Holdings. Each of Liberty Media, New Sirius and Sirius XM Holdings has and will continue to expend time and resources and incur expenses related to the proposed Transactions.

Although each of Liberty Media, New Sirius and Sirius XM Holdings has agreed to use reasonable best efforts, subject to certain limitations, to make certain governmental filings and obtain the required governmental approvals, as the case may be, there can be no assurance that the relevant approvals will be obtained. As a condition to approving the Transactions, these governmental authorities may impose conditions, terms, obligations or restrictions or require divestitures or place restrictions on the conduct of New Sirius’ business after the completion of the Transactions. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions or require divestitures and that such conditions,

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terms, obligations, restrictions or required divestitures will not have the effect of delaying or preventing completion of the Transactions or imposing additional material costs on or materially limiting the revenues of New Sirius following the Transactions, or otherwise adversely affecting, including to a material extent, New Sirius’ business, financial condition and results of operations after the completion of the Transactions. There can be no assurance that any such conditions, terms, obligations, restrictions or required divestitures will not result in the abandonment of the Transactions.

The completion of the Split-Off under the Reorganization Agreement is subject to a number of closing conditions and, if these conditions are not satisfied or waived (if permissible under the Reorganization Agreement), the Reorganization Agreement may be terminated in accordance with its terms and the Split-Off may not be completed. In addition, the parties have the right to terminate the Reorganization Agreement under other specified circumstances, in which case the Transactions would not be completed.

The Split-Off is subject to a number of closing conditions and, if these conditions are not satisfied or waived (if permissible under the Reorganization Agreement), the Split-Off will not be completed. These conditions include, among others: (1) the satisfaction (or, if permissible, waiver) of the conditions set forth in the Merger Agreement, other than the condition that the Split-Off be completed and the condition that the conditions in the Reorganization Agreement be satisfied, and (2) the absence of any law, order or other legal restraint that has the effect of enjoining, restraining, preventing or prohibiting the consummation of the Contribution or Redemption. These conditions to the closing may not be fulfilled and, accordingly, the Split-Off may not be completed. If the Split-Off is not completed, then the Merger will not be completed. In addition, the Reorganization Agreement may be terminated and the Split-Off may be abandoned, at any time prior to the Split-Off Effective Time, (a) by Liberty Media for any reason if the Merger Agreement has been terminated in accordance with its terms or (b) by written agreement of Liberty Media, New Sirius and Sirius XM Holdings (through the Special Committee), if the Merger Agreement has not been terminated in accordance with its terms.

The Merger is subject to a number of closing conditions and, if these conditions are not satisfied or waived (if permissible under the Merger Agreement), the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed. In addition, the parties have the right to terminate the Merger Agreement under other specified circumstances, in which case the Transactions would not be completed.

The Merger is subject to a number of closing conditions and, if these conditions are not satisfied or waived (if permissible under the Merger Agreement), the Merger will not be completed. These conditions include, among others: (1) receipt of Liberty Split-Off Stockholder Approval; (2) satisfaction, or, if permissible, waiver, of the conditions set forth in the Reorganization Agreement; (3) the absence of any law, order or other legal restraint that has the effect of enjoining, restraining, preventing or prohibiting the consummation of the Transactions; (4) receipt of approval of the Transactions and the Conversion under the Communications Act; (5) the receipt of approval of Nasdaq for listing of all shares of New Sirius Common Stock, subject to official notice of issuance; and (6) the effectiveness of the registration statement of which this proxy statement/notice/prospectus/information statement forms a part. In addition, the obligations of Liberty Media and New Sirius, on the one hand, and Sirius XM Holdings, on the other hand, to complete the Merger are subject to, among other things, the truthfulness and correctness of the other’s representations and warranties in the Merger Agreement (subject in most cases to “materiality” and “material adverse effect” qualifications), the receipt by the parties of certain tax opinions regarding the U.S. federal income tax consequences of the Transactions, and the other’s performance in all material respects of its covenants and agreements in the Merger Agreement. See the section entitled “Transaction Agreements — Merger Agreement — Conditions to Completion of the Merger” for further information regarding closing conditions to the Merger.

These conditions to the closing of the Merger may not be fulfilled and, accordingly, the Merger may not be completed. In addition, if the Merger is not completed by the Walk-Away Date, Liberty Media or Sirius XM Holdings may choose not to proceed with the Merger (subject to certain exceptions). Moreover, Liberty Media, on the one hand, and Sirius XM Holdings (through the Special Committee), on the other hand, can mutually decide to terminate the Merger Agreement at any time prior to the Split-Off Effective Time. In addition, each of Liberty Media and Sirius XM Holdings (through the Special Committee) may elect to terminate the Merger Agreement in certain other circumstances, as described in the section entitled

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“Transaction Agreements — Merger Agreement — Termination.” If the Merger Agreement is terminated, Liberty Media, New Sirius and Sirius XM Holdings may incur substantial fees in connection with termination of the Merger Agreement and none of them will realize the anticipated benefits of the Merger. For a description of the circumstances under which a termination fee is payable, see the section entitled “Transaction Agreements — Merger Agreement — Termination Fee.”

Failure to complete the Split-Off and the Merger could negatively impact the business and/or financial results of Liberty Media and/or Sirius XM Holdings and cause the stock price of Sirius XM Holdings and/or Liberty SiriusXM Common Stock to decline, perhaps significantly.

If the Transactions are not completed for any reason, the ongoing businesses of Liberty Media and/or Sirius XM Holdings may be adversely affected and Liberty Media and Sirius XM Holdings will be subject to several risks and consequences, including the following:

•

Liberty Media may be required, under certain circumstances, to pay Sirius XM Holdings a termination fee of $450 million in cash. See the section entitled “Transaction Agreements — Merger Agreement — Termination Fee” for a description of the circumstances under which a termination fee is payable;

•

Liberty Media and/or Sirius XM Holdings will be required to pay certain costs relating to the Transactions, whether or not the Transactions are completed, such as significant fees and expenses relating to financial advisory, legal, accounting, consulting and other advisory fees and expenses, employee-benefit and related expenses, regulatory filings and filing and printing fees; and

•

matters relating to the Transactions may require substantial commitments of time and resources by Liberty Media management and Sirius XM Holdings management and the expenditure of significant funds in the form of fees and expenses, which could otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Liberty Media and Sirius XM Holdings as separate companies, as the case may be.

In addition, if the Transactions are not completed, Liberty Media and/or Sirius XM Holdings may experience negative reactions from the financial markets and from their respective employees, commercial partners and customers. Liberty Media and/or Sirius XM Holdings could also be subject to litigation, including litigation related to failure to complete the Merger or to enforce their respective obligations under the Merger Agreement. If the Merger is not consummated, there can be no assurance that the risks described above will not materially affect the business, financial results and stock prices of Liberty Media and/or Sirius XM Holdings. The stock price of Sirius XM Holdings or Liberty SiriusXM Common Stock may decline, perhaps significantly, to the extent such stock price reflects a market assumption that the Transactions will be completed, or based on the market’s perception as to why the Transactions were not completed.

The Merger Agreement contains provisions that could discourage a potential competing acquiror of Liberty Media (with respect to the Liberty SiriusXM Group), New Sirius or Sirius XM Holdings, or could result in any competing proposal being at a lower price than it otherwise might be.

Pursuant to the terms, and during the pendency, of the Merger Agreement, each of Liberty Media (with respect to the Liberty SiriusXM Group), New Sirius and Sirius XM Holdings has agreed to non-solicitation obligations with respect to third-party acquisition proposals (including provisions restricting their ability to provide confidential information to third parties) and has agreed to certain restrictions on it and its representatives’ ability to respond to any such proposals. However, subject to the terms of the Merger Agreement, Liberty Media’s board of directors may make a Liberty Adverse Recommendation Change, in which case, Sirius XM Holdings may terminate the Merger Agreement and receive a termination fee from Liberty Media in an amount equal to $450 million in cash.

These provisions could discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Liberty Media (with respect to the Liberty SiriusXM Group), New Sirius or Sirius XM Holdings from considering or proposing such an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in connection with the Transactions, or, in the case of Liberty Media (with respect to

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the Liberty SiriusXM Group), might result in a potential competing acquiror proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee.

The Voting Agreement could discourage a third party from pursuing an alternative transaction involving Liberty Media (with respect to the Liberty SiriusXM Group).

In connection with the Merger Agreement, Liberty Media, New Sirius and Sirius XM Holdings entered into the Voting Agreement with the Malone Stockholders with respect to shares of LSXMA and LSXMB held by the Malone Stockholders. Pursuant to the Voting Agreement, the Malone Stockholders have agreed, subject to the terms of the Voting Agreement, to vote or cause to be voted their respective shares of LSXMA and LSXMB, representing approximately 48.3% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate as of April 30, 2024, in favor of, among other matters, the Split-Off Proposal and the transactions contemplated thereby, except that the Malone Stockholders will be obligated to vote shares representing approximately 33.37% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate in favor thereof in the event that the Liberty Media board of directors makes a Liberty Adverse Recommendation Change and Sirius XM Holdings elects not to terminate the Merger Agreement.

The existence of the Voting Agreement could discourage a third party from pursuing an alternative transaction involving Liberty Media (with respect to the Liberty SiriusXM Group).

New Sirius and/or Liberty Media may not realize the potential benefits from the Transactions in the near term or at all.

Liberty Media anticipates the realization of strategic and financial benefits to New Sirius and Liberty Media as a result of the separation of New Sirius from Liberty Media and the subsequent Merger. See “The Proposed Transactions — Liberty Media’s Reasons for the Transactions.” In determining to approve the Transactions, the Liberty Media board of directors believes that the Transactions will benefit Liberty Media and its businesses and result in the creation of stockholder value because, among other things, the aggregate trading value of New Sirius Common Stock that will be held by former holders of Liberty SiriusXM Common Stock following the completion of the Transactions is expected to exceed the aggregate trading value of the existing Liberty SiriusXM Common Stock. Separating New Sirius is expected to meaningfully reduce (or eliminate) the discount to net asset value at which Liberty SiriusXM Common Stock has historically traded by eliminating the complexity and uncertainty associated with Liberty Media’s capital structure and creating a single-asset backed security. While the ABHI Split-Off Transactions and the 2023 Reclassification were intended, in part, to reduce the historical trading discount applied to Liberty SiriusXM Common Stock, this discount has persisted. Liberty Media believes the reasons for this discount, among other things, include the complexity of the Liberty Media capital structure, multiple layers of financial reporting associated with the dual public holding company structure, uncertainty regarding future corporate opportunities at Sirius XM Holdings, uncertainty regarding Liberty Media’s plans with respect to its interest therein and uncertainty regarding the allocation of capital resources among Liberty Media’s tracking stock groups. Although the Transactions are expected to eliminate all of these factors, no assurance can be given that the Transactions will effectively address the historical trading discount or produce the expected benefits in the near term or at all. Please see “— Factors Relating to New Sirius — Sales of New Sirius Common Stock after the Transactions may negatively affect the market price of New Sirius Common Stock” and “— Factors Relating to New Sirius — It is not certain that an active trading market will develop or be sustained after the Transactions, and following the Transactions, New Sirius’ stock price may fluctuate significantly” below.

SiriusXM Holdings may not realize the potential benefits from the Transactions in the near term or at all.

Sirius XM Holdings anticipates the realization of strategic and financial benefits to its stockholders as a result of the separation of New Sirius from Liberty Media and the subsequent Merger. In determining to approve the Transactions, the Special Committee believes that the Transactions will benefit Sirius XM Holdings and its businesses and result in the creation of stockholder value because, among other things, New Sirius will have a single class of “one share, one vote” common stock following the Transactions, Sirius XM Holdings will no longer have a controlling stockholder, and the Transactions will result in more

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trading liquidity for New Sirius Common Stock and the potential for future eligibility for inclusion in stock market indexes. However, no assurance can be given as to whether or the extent to which these benefits will be realized. In particular, there is no certainty as to whether there will be an increase in the market value of New Sirius Common Stock compared to Sirius XM Common Stock. Please see “— Factors Relating to New Sirius — Sales of New Sirius Common Stock after the Transactions may negatively affect the market price of New Sirius Common Stock.”

The historical financial information of New Sirius included in this proxy statement/notice/prospectus/information statement is not necessarily representative of New Sirius’ future financial position, future results of operations or future cash flows.

In valuing shares of New Sirius Common Stock, investors should recognize that the historical financial information of New Sirius included in this proxy statement/notice/prospectus/information statement represents the combination of the historical financial information of Sirius XM Holdings and the business, assets and liabilities contributed to and assumed by New Sirius in the Contribution and does not necessarily reflect New Sirius’ results of operations, financial condition and cash flows if it had been a separate, stand-alone company pursuing independent strategies during the periods presented.

The unaudited condensed pro forma consolidated financial statements included in this document are presented for illustrative purposes only and do not purport to represent what Liberty Media’s financial position actually would have been had the Transactions occurred on the dates indicated or to project Liberty Media’s operating results for any future period.

The unaudited condensed pro forma consolidated financial statements of Liberty Media in this document are presented for illustrative purposes only and do not purport to represent what Liberty Media’s financial position actually would have been had the Transactions occurred on the dates indicated or to project Liberty Media’s operating results for any future period. Based on a quantitative analysis, the Split-Off of Liberty Media’s interest in New Sirius is expected to represent a strategic shift that will have a major effect on Liberty Media’s operations due to the relative materiality of New Sirius. Accordingly, Liberty Media intends to present its divestiture of New Sirius as a discontinued operation. For more information, see “Summary — Selected Financial Data” and “Liberty Media Corporation’s Condensed Pro Forma Consolidated Financial Statements (unaudited).”

The Sirius XM Holdings financial projections (as defined below) included in this proxy statement/notice/prospectus/information statement involves risks, uncertainties and assumptions, many of which are beyond the control of Sirius XM Holdings. As a result, it may not prove to be accurate and is not necessarily indicative of current values or future performance.

The Sirius XM Holdings financial projections contained in “The Proposed Transactions — Sirius XM Holdings Financial Projections” involve risks, uncertainties and assumptions and is not a guarantee of future performance. The future financial results of Sirius XM Holdings may materially differ from those expressed in the unaudited prospective financial information due to factors that are beyond Sirius XM Holdings’ ability to control or predict. The Sirius XM Holdings financial projections do not take into account any circumstances or events occurring after the date they were prepared. The Sirius XM Holdings financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/notice/prospectus/information statement are cautioned not to place undue reliance on this information. The Sirius XM Holdings financial projections reflect numerous variables, assumptions and estimates as to future events made by the Sirius XM Holdings management that the Sirius XM Holdings management believed were reasonable at the time the Sirius XM Holdings financial projections were prepared, taking into account the relevant information available to the Sirius XM Holdings management at the time. However, such variables, assumptions and estimates are inherently uncertain and many of which are beyond the control of Sirius XM Holdings. Because the Sirius XM Holdings financial projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Sirius XM Holdings financial projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Sirius XM Holdings’ business, all of which are difficult to predict and many of which are beyond the Sirius XM Holdings’ control, and if the Transactions

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are completed, will be beyond the control of New Sirius. More specifically, the unaudited prospective financial information: necessarily makes numerous assumptions, many of which are beyond the control of each company and may not prove to be accurate; does not necessarily reflect changes in prospects for each company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the unaudited prospective financial information was prepared; is not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than is reflected in the unaudited prospective financial information; and should not be regarded as a representation that the results reflected in the unaudited prospective financial information will be achieved. Sirius XM Holdings expects that there will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the Sirius XM Holdings financial projections given numerous risks and uncertainties, including but not limited to the factors listed under this “Risk Factors” section, as well as those set forth in Sirius XM Holdings’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. See the section entitled “Additional Information — Where You Can Find More Information” for more information.

The unaudited prospective financial information was not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP and does not reflect the effect of any proposed or other changes in GAAP that may be made in the future.

The fairness opinion delivered by Solomon Partners to the Special Committee will not be updated to reflect changes in circumstances that may have occurred since the date of such opinion.

The written opinion of Solomon Partners was delivered to the Special Committee on, and dated as of, December 11, 2023, as more fully described below in the section entitled “The Proposed Transactions — Opinion of Financial Advisor to the Special Committee” beginning on page 98 of this proxy statement/notice/prospectus/information statement.

New Sirius will assume and be responsible for all of the liabilities attributed to the Liberty SiriusXM Group following the completion of the Transactions, and is acquiring the New Sirius Assets on an “as is, where is” basis.

Pursuant to the Reorganization Agreement, New Sirius will acquire all of the New Sirius Assets and assume, perform, discharge and fulfill, all of the New Sirius Liabilities, as applicable, regardless of when or where such liabilities arose or arise. The Reorganization Agreement further provides that the New Sirius Assets are being conveyed to New Sirius on an “as is, where is” basis, and while Liberty Media is subject to certain indemnification obligations in favor of New Sirius under the Reorganization Agreement, these are generally limited to indemnification for certain indemnifiable losses to the extent arising out of, relating to or in connection with the businesses, assets and liabilities retained by Liberty Media (or any third party claims related thereto) or any breach or failure to perform or comply with any covenant, undertaking or obligation of Liberty Media or its subsidiaries (other than New Sirius or its subsidiaries) under the Reorganization Agreement or any agreements and instruments to which Liberty Media or New Sirius is a party required to complete the restructuring transactions contemplated by the Reorganization Agreement (such transactions,

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the Restructuring). See “Transaction Agreements — Reorganization Agreement” for a detailed description of the indemnification obligations of Liberty Media in favor of New Sirius under the Reorganization Agreement.

Furthermore, while the Merger Agreement contains certain representations and warranties about the New Sirius Assets and Liabilities, the Merger Agreement provides that all representations and warranties of the parties contained therein will not survive the Merger Effective Time. Accordingly, there are no remedies available to the parties with respect to any breach of representations of the parties to the Merger Agreement after the Merger Effective Time, except for certain rights the party may have under applicable law to bring a claim for fraud or willful breach of the Merger Agreement.

As such, notwithstanding any breach of a representation or warranty in the Merger Agreement, New Sirius will bear full responsibility for any and all New Sirius Assets and Liabilities following the completion of the Transactions. To the extent any of the New Sirius Liabilities are larger than anticipated, or an issue with any New Sirius Asset prohibits the businesses of New Sirius from performing as planned, they could have a material adverse impact on the business, financial condition and results of operations of New Sirius.

The Merger is not conditioned on the availability of financing.

Neither New Sirius nor Sirius XM Holdings’ obligations to consummate the Merger is conditioned upon the availability of financing. Sirius XM Holdings intends to finance a portion of the liabilities to be repaid by New Sirius in connection with the Transactions, including, but not limited to, the Margin Loan and required repurchases of the 2.75% Exchangeable Senior Debentures due 2049, with a combination of available cash and, to the extent needed, debt financing. On January 26, 2024, Sirius XM Radio entered into an amendment to its existing credit facility to provide the Sirius XM Radio Term Loan A which may be used to fund a portion of the liabilities to be repaid by New Sirius in connection with the Transactions. For more information, see “The Merger — Amount and Source of Funds and Financing; Expenses” and “Description of Certain Indebtedness.”

To the extent the conditions to funding the Sirius XM Radio Term Loan A are not satisfied and/or any additional financing in addition to the Sirius XM Radio Term Loan A is needed and not obtained, New Sirius may be left with insufficient liquidity in the future to develop its business, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on New Sirius’ business, financial condition and results of operations.

Liberty Media, Sirius XM Holdings and New Sirius may in the future be targets of securities class action and derivative lawsuits in connection with the Transactions.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into agreements for significant transactions such as the Transactions in an effort to enjoin the relevant transactions or seek monetary relief. Liberty Media, Sirius XM Holdings and/or New Sirius may in the future be a defendant in one or more lawsuits relating to the Transactions, including the Merger, and, even if any such future lawsuits are without merit or resolved in Liberty Media’s, Sirius XM Holdings’ and/or New Sirius’ favor, as applicable, defending against these claims can result in substantial costs and divert management time and resources from pursuing the completion of the Transactions, including the Merger, and from other potentially beneficial business opportunities. None of Liberty Media, Sirius XM Holdings or New Sirius can predict whether such lawsuits will be brought against any or all of them or the outcome of such lawsuits or others, nor can they predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the Transactions, including the Merger, could delay or prevent the completion of the Transactions, including the Merger, which may adversely affect Liberty Media’s, Sirius XM Holdings’ or New Sirius’ business, financial position and results of operations.

There can be no assurance that the amendments to the Exchange Ratio and the SiriusXM Exchange Ratio effected by the First Amendment to the Reorganization Agreement and the First Amendment to the Agreement and Plan of Merger, respectively, will have the effect of increasing the nominal price per share of New Sirius Common Stock after the closing of the Transactions.

One of the intentions of the amendments to the Exchange Ratio and the SiriusXM Exchange Ratio is to preserve the economics of the Transactions announced in December 2023, while reducing the number of

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shares of New Sirius Common Stock that would be outstanding immediately after the closing of the Transactions. The parties believe that these amendments to the Exchange Ratio and the SiriusXM Exchange Ratio may more closely align the nominal share price of New Sirius Common Stock outstanding immediately after the closing of the Transactions with the price of the shares of Liberty SiriusXM Common Stock being redeemed in the Split-Off by increasing the nominal price per share of New Sirius Common Stock. However, there can be no assurance that such increase will occur. Additionally, even if an increase occurs, the market price per share of the New Sirius Common Stock after the closing of the Transactions as compared to the currently existing per share market price of Liberty SiriusXM Common Stock may not increase in proportion to the reduction in the number of shares of New Sirius Common Stock outstanding as of immediately following the closing of the Transactions effected by the amendments. Similarly, there can be no assurance that the amendments will result in a per share market price that will attract institutional investors or investment funds. As a result, the trading liquidity of the New Sirius Common Stock may not necessarily improve in comparison to Liberty SiriusXM Common Stock.

Factors Relating to New Sirius

Sales of New Sirius Common Stock after the Transactions may negatively affect the market price of New Sirius Common Stock.

The shares of New Sirius Common Stock to be issued in the Transactions to holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock will generally be eligible for immediate resale. The market price of New Sirius Common Stock could decline as a result of sales of a large number of shares of New Sirius Common Stock in the market after the completion of the Transactions or even the perception that these sales could occur.

It is possible that some holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock would sell New Sirius Common Stock they receive if, for reasons such as New Sirius’ business profile or market capitalization, New Sirius does not fit their investment objectives, or in the case of index funds, New Sirius is not a participant in the index in which they are investing. These sales, or the possibility that these sales may occur, may also make it more difficult for New Sirius to obtain additional capital by selling equity securities in the future at a time and at a price that it deems appropriate.

It is not certain that an active trading market will develop or be sustained after the Transactions, and following the Transactions, New Sirius’ stock price may fluctuate significantly.

Although Liberty SiriusXM Common Stock is currently a tracking stock of Liberty Media and Sirius XM Holdings is a publicly traded company, there is currently no public market for the New Sirius Common Stock which will be received by holders of Liberty SiriusXM Common Stock in the Split-Off and by holders of Sirius XM Common Stock (other than New Sirius and its subsidiaries) in the Merger. Notwithstanding Liberty Media’s expectation that the Transactions will address the historical trading discount applicable to Liberty SiriusXM Common Stock, Liberty Media cannot predict the prices at which New Sirius Common Stock may trade after the Transactions, the effect of the Split-Off and the Merger on the trading prices of the Liberty Media common stock or whether the market value of the shares of New Sirius Common Stock after the Transactions will be less than, equal to or greater than the market value of a share of Liberty SiriusXM Common Stock and Sirius XM Holdings prior to the Split-Off.

The market price of New Sirius Common Stock may fluctuate significantly due to a number of factors (none of which can be guaranteed to occur), some of which may be beyond New Sirius’ control, including:

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actual or anticipated fluctuations in New Sirius’ operating results;

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changes in earnings estimated by securities analysts or New Sirius’ ability to meet those estimates;

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the operating and stock price performance of comparable companies; and

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domestic and foreign economic conditions.

Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to complete a comprehensive evaluation of its and its consolidated subsidiaries’

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internal control over financial reporting. To comply with this statute, New Sirius will be required to document and test its internal control procedures, New Sirius’ management will be required to assess and issue a report concerning New Sirius’ internal control over financial reporting, and New Sirius’ independent auditors will be required to issue an attestation regarding its internal control over financial reporting. Although Liberty Media does not expect the annual costs to comply with Section 404 to be significant (based on Liberty Media’s preliminary assessments), the rules governing the standards that must be met for New Sirius’ management to assess its internal control over financial reporting are complex, subject to change, and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, New Sirius’ management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act. If New Sirius’ management cannot favorably assess the effectiveness of its internal control over financial reporting when it’s required to do so or New Sirius’ auditors identify material weaknesses in its internal control, investor confidence in New Sirius’ financial results may weaken, and New Sirius’ stock price may suffer.

It may be difficult for a third party to acquire New Sirius, even if doing so may be beneficial to New Sirius stockholders.

Certain provisions of New Sirius’ amended and restated charter that will be in effect as of the Merger Effective Time and New Sirius’ amended and restated bylaws that will be in effect as of the Merger Effective Time may discourage, delay or prevent a change in control of New Sirius that a stockholder may consider favorable. These provisions include the following:

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establishing a classified board of directors for New Sirius, with staggered terms until the third annual meeting after the Merger Effective Time, which may lengthen the time required to gain control of New Sirius’ board of directors;

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allowing the authorized number of directors on the board of directors to be changed only by resolution of the board of directors;

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permitting only the board of directors to fill vacancies on the board;

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limiting who may call special meetings of stockholders;

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prohibiting stockholder action by written consent (subject to certain exceptions), thereby requiring stockholder action to be taken at a meeting of the stockholders;

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requiring stockholder approval by holders of at least 662∕3% in voting power of all then-outstanding shares of New Sirius entitled to vote thereon, voting together as a single class, with respect to an amendment to New Sirius’ amended and restated bylaws and with respect to an amendment to particular articles of New Sirius’ amended and restated charter;

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establishing advance notice requirements for nominations of candidates for election to New Sirius’ board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;

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no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect candidates to serve as a director on the board;

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an exclusive forum provision providing that (a) the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and proceedings and (b) the federal district courts will be the exclusive forum for causes of action arising under federal securities law, in each case unless New Sirius consents in writing to the selection of an alternative forum; and

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the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by New Sirius’ board of directors to persons friendly to its then current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of New Sirius.

Moreover, because New Sirius is incorporated in Delaware, and because New Sirius, following the completion of the Transactions, will be governed by Section 203 of the DGCL pursuant to New Sirius’ amended and restated charter, an “interested stockholder” (as such term is defined in the DGCL) is prohibited

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from merging or combining with New Sirius, or engaging in other “business combinations,” for a period of three years after the date of the transaction in which the person acquired in excess of 15% of the outstanding voting stock, except in certain circumstances. These provisions in New Sirius’ amended and restated charter and amended and restated bylaws may discourage, delay or prevent a change in control of New Sirius that a stockholder may consider favorable.

New Sirius is expected to have overlapping directors with Liberty Media, which may lead to conflicting interests.

Mr. Maffei, President and Chief Executive Officer and a director of Liberty Media, is also expected to serve as the Chairman of the board of directors of New Sirius. Mr. Evan Malone, a director of Liberty Media, is also expected to serve as a member of the board of directors of New Sirius. The members of New Sirius’ board of directors will have fiduciary duties to its stockholders. Likewise, any such persons who serve in similar capacities at Liberty Media have fiduciary duties to its stockholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting their respective companies. For example, there may be the potential for a conflict of interest if any conflict arises under the Tax Sharing Agreement or when New Sirius or Liberty Media looks at acquisitions and other corporate opportunities that may be suitable for each of them. Moreover, New Sirius’ Chairman of the board of directors and certain other directors will continue to own Liberty Media common stock, restricted stock units and options to purchase Liberty Media common stock. These ownership interests could create, or appear to create, potential conflicts of interest when these individuals are faced with decisions that could have different implications for New Sirius or Liberty Media. Any potential conflict that could qualify as a “related party transaction” (as defined in Item 404 of Regulation S-K) will be subject to review by an independent committee of the applicable company’s board of directors in accordance with its corporate governance guidelines. Any other potential conflicts that arise would be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each company. From time to time, Liberty Media or its respective affiliates may enter into transactions with New Sirius and/or its subsidiaries or other affiliates. Although the terms of any such transactions or agreements will be established based upon negotiations between employees of the companies involved, there can be no assurance that the terms of any such transactions will be as favorable to New Sirius, or its subsidiaries or affiliates as would be the case where the parties are completely at arms’ length.

Directors and officers of New Sirius are protected from liability for a broad range of actions.

Delaware law permits limiting or eliminating the monetary liability of a director and, subject to certain limitations set forth in the DGCL, certain officers, to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, in the case of directors, unlawful payment of dividends or unlawful stock purchase or redemption, any transaction from which a director or officer derived an improper personal benefit, or, in the case of officers, any action by or in the right of the corporation. New Sirius’ amended and restated charter eliminates the liability of its directors and officers to the fullest extent permitted by Delaware law.

New Sirius’ holding company structure could restrict access to funds of its subsidiaries that may be needed to pay third party obligations.

New Sirius is a holding company and its assets consist primarily of its investments in its subsidiaries, including Sirius XM Holdings and Sirius XM Radio (Sirius XM Radio and its subsidiaries being the primary operating subsidiaries of New Sirius following the Merger). As a holding company, New Sirius’ ability to meet its financial obligations (including assumed liabilities in connection with the Transactions, such as, currently, Liberty Media’s 3.75% Convertible Senior Notes due 2028 and Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049) to third parties is dependent upon its available cash balances, distributions from subsidiaries (including Sirius XM Holdings and Sirius XM Radio) and other investments and proceeds from any asset sales. Further, New Sirius’ ability to receive dividends or payments or advances from its subsidiaries’ businesses (including Sirius XM Holdings and Sirius XM Radio) depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they are or may become subject and the terms of their indebtedness (including restrictive covenants contained in Sirius XM Radio’s credit

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agreement and indentures, if any) and any additional debt they may incur in the future. Accordingly, New Sirius’ ability to make payments to third parties and to otherwise meet its financial obligations at the holding company level may be constricted.

On a standalone basis and on a consolidated basis following the Transactions, New Sirius will have significant indebtedness. As of March 31, 2024, on a consolidated pro forma basis after giving effect to the Transactions (including repayment of the Margin Loan, the incurrence of indebtedness under the Sirius XM Radio Term Loan A in the principal amount of $1.1 billion and the expected repurchases of approximately $585 million of the 2.75% Exchangeable Senior Debentures due 2049), New Sirius would have had an aggregate principal amount of approximately $11.0 billion of indebtedness outstanding. New Sirius and its subsidiaries’ indebtedness increases its vulnerability to general adverse economic and industry conditions; requires New Sirius and its subsidiaries to dedicate a portion of their cash flow from operations to payments on indebtedness, reducing the availability of cash flow to fund capital expenditures, marketing and other general corporate activities; limits New Sirius and its subsidiaries’ abilities to borrow additional funds; and may limit New Sirius and its subsidiaries’ flexibility in planning for, or reacting to, changes in its business and the audio entertainment industry.

New Sirius’ ability to incur additional indebtedness to fund its operations could be limited, which could negatively impact its operations.

If additional debt financing is not available to New Sirius in the future or New Sirius is unable to access funds of its subsidiaries, New Sirius may obtain liquidity through the issuance and sale of its equity securities. If additional funds are raised through the issuance of equity securities, New Sirius’ stockholders may experience significant dilution. If New Sirius is unable to obtain sufficient liquidity in the future, New Sirius may be unable to continue to develop its business, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on New Sirius’ business, financial condition and results of operations.

Factors Relating to Sirius XM Holdings

The risk factors described below relate to Sirius XM Holdings which will become a wholly owned subsidiary of New Sirius. The operational risk factors have been reproduced from Sirius XM Holdings’ Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this proxy statement/notice/prospectus/information statement.

Sirius XM Holdings’ business, financial condition or results of operations could be materially and adversely affected by the following:

Sirius XM Holdings faces substantial competition and that competition is likely to increase over time.

Sirius XM Holdings competes for the time and attention of its listeners with other content providers on the basis of a number of factors, including quality of experience, relevance, acceptance and perception of content quality, ease of use, price, accessibility, brand awareness, reputation and, in the case of its ad-supported Pandora service, perception of ad load, features and functionality. As consumer tastes and preferences change on the internet and with mobile and other connected products, including cars, in-home, and wearable devices, Sirius XM Holdings will need to enhance and improve its existing services, introduce new services and features, and attempt to maintain its competitive position with additional technological advances and adaptable platforms. The Pandora App has not been significantly updated in several years. If Sirius XM Holdings fails to keep pace with technological advances or fails to offer compelling product offerings and state-of-the-art delivery platforms to meet consumer demands, its ability to grow or maintain the reach of its services, attract and retain users, and attract listeners and subscribers across its services will be adversely affected. Sirius XM Holdings’ ability to attract and retain subscribers and listeners also depends on its success in creating and providing popular or unique programming.

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Sirius XM Holdings’ subscribers and listeners can obtain similar content for free through terrestrial radio stations, Spotify, YouTube and other internet services. Sirius XM Holdings also competes for the time and attention of its listeners with providers of other in-home and mobile entertainment services, and it competes for advertising sales with large scale online advertising platforms, such as Amazon, Facebook and Google, and with traditional media outlets.

Sirius XM Holdings’ streaming services also compete for listeners on the basis of the presence and visibility of its apps, which are distributed via app stores operated by Apple and Google. Sirius XM Holdings faces significant competition for listeners from these companies, which also promote their own music and content. In addition, Sirius XM Holdings’ competitors’ streaming products may be pre-loaded or integrated into consumer electronics products or automobiles more broadly than Sirius XM Holdings’ streaming products, creating a visibility advantage. If Sirius XM Holdings is unable to compete successfully for listeners against other media providers, then its business may suffer. Additionally, the operator of an app store may reject Sirius XM Holdings’ app or amend the terms of their license in a way that inhibits Sirius XM Holdings’ ability to distribute its apps, negatively affects its business, or limits its ability to increase subscribers and listeners.

Competition could result in lower subscription, advertising or other revenue and an increase in Sirius XM Holdings’ expenses and, consequently, lower its earnings and free cash flow. Sirius XM Holdings cannot provide assurance that it will be able to compete successfully with its existing or future competitors or that competition will not have an adverse impact on its operations and financial condition.

If Sirius XM Holdings’ efforts to attract and retain subscribers and listeners, or convert listeners into subscribers, are not successful, its business will be adversely affected.

Sirius XM Holdings’ business will be adversely affected if it is unable to attract new subscribers and listeners and retain its current subscribers and listeners. Sirius XM Holdings’ ability to increase the number of subscribers and listeners to its services, retain its subscribers and listeners or convert listeners into subscribers, is uncertain and subject to many factors, including:

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the price of Sirius XM Holdings’ services;

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the ease of use of Sirius XM Holdings’ services;

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the effectiveness of Sirius XM Holdings’ marketing programs;

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with respect to its Sirius XM service, the sale or lease rate of new vehicles in the U.S.;

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the rate at which Sirius XM Holdings’ self-pay subscribers to its Sirius XM service buy and sell new and used vehicles in the U.S.;

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Sirius XM Holdings’ ability to convince owners and lessees of new and used vehicles that include satellite radios to purchase subscriptions to its Sirius XM service;

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the perceived value of Sirius XM Holdings’ programming and the packages and services it offers;

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Sirius XM Holdings’ ability to introduce features in a manner that is favorably received by its consumers;

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Sirius XM Holdings’ ability to keep up with rapidly evolving technology and features in audio entertainment;

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Sirius XM Holdings’ ability to respond to evolving consumer tastes; and

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actions by Sirius XM Holdings’ competitors, such as Spotify, Apple, Google, Amazon and other audio entertainment and information providers.

Sirius XM Holdings engages in extensive marketing efforts and the continued effectiveness of those efforts is an important part of its business.

Sirius XM Holdings engages in extensive marketing efforts across a broad range of media to attract and retain subscribers and listeners to its services. Sirius XM Holdings employs a wide variety of communications tools as part of its marketing campaigns, including telemarketing efforts and email

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solicitations. The effectiveness of its marketing efforts is affected by a broad range of factors, including creative and execution factors. Sirius XM Holdings’ ability to reach consumers with radio and television advertising, performance and digital media, direct mail materials, email solicitations and telephone calls is an important part of its efforts and a significant factor in the effectiveness of its marketing. If Sirius XM Holdings is unable to reach consumers through email solicitations or telemarketing, including as a result of “spam” and email filters, call blocking technologies, restrictions in digital media on identifying users, such as limits on “cookies,” consumer privacy regulations or “do-not-call” or other marketing regulations, its marketing efforts will be adversely affected. A decline in the effectiveness of its marketing efforts could have an adverse impact on its operations and financial condition.

Sirius XM Holdings relies on third parties for the operation of its business, and the failure of third parties to perform could adversely affect its business.

Sirius XM Holdings’ business depends, in part, on various third parties, including:

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creators and licensors of software that support Sirius XM Holdings’ apps and services;

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programming providers, including agreements with owners of various copyrights in music, and on-air talent;

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manufacturers that build and distribute satellite radios;

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companies that manufacture and sell integrated circuits for satellite radios;

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vendors that operate its call centers;

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vendors that have designed or built, and vendors that support or operate, other important elements of Sirius XM Holdings’ systems, including its satellites and “cloud”-based systems;

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Apple, who distributes Sirius XM Holdings’ apps through its app store and who Sirius XM Holdings relies on to collect fees and approve the terms of its consumer offers; and

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Google, who distributes Sirius XM Holdings’ apps through its app store and who Sirius XM Holdings relies on to collect fees and approve the terms of its consumer offers, and who plays an important role in the fulfillment of the ads Sirius XM Holdings sells on its Pandora platform.

If one or more of these third parties do not perform in a satisfactory or timely manner, including complying with Sirius XM Holdings’ standards and practices relating to business integrity, personnel and cybersecurity, its business could be adversely affected. The operation of Sirius XM Holdings’ apps and service offerings could be impaired if errors occur in the third party software that supports Sirius XM Holdings’ apps and services. It may be difficult for Sirius XM Holdings to correct any defects in third party software because the development and maintenance of the software is not within its control. Sirius XM Holdings’ third party licensors may not continue to make their software available to Sirius XM Holdings on acceptable terms, invest the appropriate levels of resources in their software to maintain and enhance its capabilities, or remain in business. Failure of these third-party licensors could harm Sirius XM Holdings’ streaming services. In addition, a number of third parties on which Sirius XM Holdings depends have experienced, and may in the future experience, financial difficulties or file for bankruptcy protection. Such third parties may not be able to perform their obligations to Sirius XM Holdings in a timely manner, if at all, as a result of their financial condition or may be relieved of their obligations to Sirius XM Holdings as part of seeking bankruptcy protection.

Sirius XM Holdings is migrating its billing system and payment processing functions to a new service provider.

Sirius XM Holdings is migrating its payment processing and related billing functions from a large multinational bank to a private company that offers online payment processing and commerce solutions for digital and internet businesses. The new vendor is not a bank, bank holding company or affiliated with a large multinational bank. In addition, financial statements for Sirius XM Holdings’ new payment processor are not publicly available and nationally recognized statistical rating organizations (such as Standard & Poor’s) have not issued ratings evaluating its creditworthiness and ability to pay.

Sirius XM Holdings is subject to various risks associated with its new payment processor, including the risks of being an unsecured creditor, actions by credit card issuers (such as Visa, MasterCard and

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American Express) that could adversely affect its operations and payment processing functions, actions by government authorities that regulate financial transactions that may affect the new vendor’s business, operations and financial condition, and general data privacy and cybersecurity risks associated with its systems and operations. Sirius XM Holdings’ new payment processor commingles Sirius XM Holdings’ funds arising from credit and debit card transactions with other amounts owing to third parties and those commingled accounts are subject to the claims of third parties, it does not pay Sirius XM Holdings interest on amounts it holds for Sirius XM Holdings’ benefit, including funds held overnight, and it has broad rights to establish reserves and debit Sirius XM Holdings’ bank accounts to pay itself fees and reimburse itself and customers in the event of disputes. In addition, Sirius XM Holdings is subject to the general risk that it may not comply with its obligations relating to the settlement of transactions or the investment of its funds held on an intra-day and overnight basis. If the new payment processing and commerce solution does not function as provided in Sirius XM Holdings’ agreement, or access to these new systems are disrupted, Sirius XM Holdings’ business could be adversely affected.

Failure to successfully monetize and generate revenues from podcasts and other non-music content could adversely affect Sirius XM Holdings’ business, operating results, and financial condition.

Delivering podcasts and other non-music content involves risks and challenges, including increased competition and the need to develop new relationships with creators. Sirius XM Holdings has entered into multi-year commitments for original podcast content that is produced by third parties. These agreements generally provide Sirius XM Holdings the right to distribute the content and act as the exclusive agent for the sale of advertising in the podcasts. Payment terms for certain podcast content typically requires more upfront cash payments, including minimum guarantees to the owner or creator of the podcast, than other content licenses or arrangements. Given the multiple-year duration and largely fixed-cost nature of such commitments, if the attractiveness of such podcast content to Sirius XM Holdings’ listeners and subscribers do not meet its expectations, Sirius XM Holdings’ margins could be adversely impacted. In addition, the advertising market for podcasts is still developing, including the advertising technology necessary to efficiently sell audio advertising within podcasts at scale. As a result, Sirius XM Holdings’ ability to profitably monetize the available advertising opportunities in podcasts remains uncertain. Growing Sirius XM Holdings’ podcasting business may require additional changes to its business model and cost structure, modifications to its infrastructure, and could expose Sirius XM Holdings to new regulatory, legal and reputational risks, including infringement liability. There is no guarantee that Sirius XM Holdings will be able to generate sufficient revenue from podcasts to offset the costs of creating or acquiring this content. Sirius XM Holdings’ failure to successfully monetize and generate revenue from such content, including failure to obtain or retain rights to podcasts or other non-music content on acceptable terms, or at all, or to effectively manage the numerous risks and challenges associated with such expansion, could adversely affect Sirius XM Holdings’ business, operating results and financial condition.

Sirius XM Holdings may not realize the benefits of acquisitions or other strategic investments and initiatives.

Sirius XM Holdings’ strategy has included and may include selective acquisitions, other strategic investments and initiatives to expand its business. The success of any acquisition depends upon effective integration, cultural assimilation and management of acquired businesses and assets into its operations, which is subject to risks and uncertainties, including realizing the growth potential, the anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention for other business concerns, and undisclosed or potential legal liabilities of the acquired business or assets. The integration process could distract Sirius XM Holdings’ management, disrupt its ongoing business or result in inconsistencies in Sirius XM Holdings’ services, standards, controls, procedures and policies, any of which could adversely affect its ability to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the acquisition.

The impact of economic conditions may adversely affect Sirius XM Holdings’ business, operating results, and financial condition.

Sirius XM Holdings’ success depends to a significant extent on discretionary consumer spending. Some of the factors that may influence consumer spending on entertainment include general economic conditions, the availability of discretionary income, consumer confidence, interest rates, inflationary pressure,

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and general uncertainty regarding the overall economic environment. The demand for entertainment generally is sensitive to downturns in the economy and the corresponding impact on discretionary consumer spending. Any actual or perceived deterioration or weakness in general, regional or local economic conditions, as well as other adverse economic or market conditions, could reduce Sirius XM Holdings’ subscribers’ or potential subscribers’ discretionary income. To the extent that overall economic conditions reduce spending on discretionary items, Sirius XM Holdings’ ability to attract and retain subscribers could be hindered, which could reduce its subscription revenue and negatively impact its business. Additionally, Sirius XM Holdings’ financial performance is subject to economic conditions and their impact on levels of advertising spending. Expenditures by advertisers generally tend to reflect overall economic conditions, and reductions in spending by advertisers could have an adverse impact on Sirius XM Holdings’ revenue and business. See “— Pandora generates a significant portion of its revenue from advertising, and reduced spending by advertisers could harm its business.”

Sirius XM Holdings may be adversely affected by the war in Ukraine.

The war in Ukraine, and any expansion of the war in Ukraine to surrounding areas, could adversely affect Sirius XM Holdings’ business and operations. In addition, Sirius XM Holdings’ subsidiary AdsWizz is headquartered in Romania and Sirius XM Holdings relies on other contractors in Eastern European countries, such as Poland. An expansion of the war in Ukraine to other countries, particularly Romania, could materially affect Sirius XM Holdings’ ability to deliver advertisements on its Pandora services and for third parties.

A substantial number of Sirius XM service subscribers periodically cancel their subscriptions and Sirius XM Holdings cannot predict how successful it will be at retaining customers.

As part of Sirius XM Holdings’ business, it experiences, and expects to experience in the future, subscriber turnover (i.e., churn). The number of subscribers to Sirius XM Holdings’ service declined in 2023 and may further contract in the future. If Sirius XM Holdings is unable to retain current subscribers at expected rates, or the costs of retaining subscribers are higher than expected, its financial performance and operating results could be adversely affected. Sirius XM Holdings cannot predict how successful it will be at retaining customers who purchase or lease vehicles that include a subscription to its Sirius XM service. A substantial percentage of Sirius XM subscribers are on promotional pricing plans and Sirius XM Holdings’ ability to retain these subscribers or migrate them to higher priced plans is uncertain. Sirius XM Holdings’ promotional pricing strategy is widely known, and this may interfere with its ability to collect its ordinary subscription prices. In addition, a substantial number of those subscribers periodically cancel their subscriptions when offered a subscription at a higher price.

Sirius XM Holdings’ ability to profitably attract and retain subscribers to its Sirius XM service is uncertain.

A number of factors may affect Sirius XM Holdings’ ability to attract and retain subscribers to its Sirius XM service. The changing demographics of trialers to Sirius XM Holdings’ service, such as the increase in “Millennial generation customers,” may increase the number of subscribers accustomed to consuming entertainment through ad-supported products. These changing demographics may affect Sirius XM Holdings’ ability to convert trial subscribers into self-paying subscribers. Similarly, Sirius XM Holdings’ efforts to acquire subscribers purchasing or leasing used vehicles may attract price sensitive consumers. Consumers purchasing or leasing used vehicles may be more price sensitive than consumers purchasing or leasing new vehicles, convert from trial subscribers to self-paying subscribers at a lower rate, and cancel their subscriptions more frequently than consumers purchasing or leasing new vehicles. Some of Sirius XM Holdings’ marketing efforts may also attract more price sensitive subscribers, and its efforts to increase the penetration of satellite radios in new, lower-priced vehicle lines may result in the growth of more economy-minded subscribers. Each of these factors may harm Sirius XM Holdings’ revenue or require additional spending on marketing efforts to demonstrate the value of its Sirius XM service.

Sirius XM Holdings’ business depends in part upon the auto industry.

A substantial portion of the subscription growth for Sirius XM Holdings’ satellite radio service has come from purchasers and lessees of new and used automobiles in the U.S., and Sirius XM Holdings

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expects this to be an important source of subscribers for its satellite radio service in the future. Sirius XM Holdings has agreements with major automakers to include satellite radios in new vehicles, although these agreements do not require automakers to install specific or minimum quantities of radios in any given period. Many of these agreements also require automakers to provide Sirius XM Holdings data on sales of satellite radio enabled vehicles, including in many cases the consumer’s name and address. Sirius XM Holdings’ business could be adversely affected if automakers do not continue to include its Sirius XM service in their products or provide Sirius XM Holdings with such data. Automotive production and sales are dependent on many factors, including labor relations matters, the availability of vehicle components, consumer credit, general economic conditions, consumer confidence and fuel costs. To the extent vehicle sales by automakers decline, or the penetration of factory-installed satellite radios in those vehicles is reduced, Sirius XM Holdings’ satellite radio service may be adversely impacted. Sales of used vehicles represent a significant source of new subscribers for Sirius XM Holdings’ satellite radio service. Sirius XM Holdings has agreements with auto dealers and companies operating in the used vehicle market to provide it with data on sales of used satellite radio enabled vehicles, including in many cases the consumer’s name and address. The continuing availability of this data is important, and the loss of such data may harm its revenue and business.

Failure of Sirius XM Holdings’ satellites would significantly damage its business.

The lives of the satellites required to operate the Sirius XM service vary depending on a number of factors, including:

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degradation and durability of solar panels;

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quality of construction;

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random failure of satellite components, which could result in significant damage to or loss of a satellite;

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amount of fuel the satellite consumes;

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the performance of third parties that manage the operation of its satellites; and

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damage or destruction as a result of electrostatic storms, terrorist attacks, collisions with other objects in space or other events, such as nuclear detonations, occurring in space.

In the ordinary course of operation, satellites experience failures of component parts and operational and performance anomalies. Components on several of Sirius XM Holdings’ in-orbit satellites have failed, and from time to time it has experienced anomalies in the operation and performance of these satellites. These failures and anomalies are expected to continue in the ordinary course, and Sirius XM Holdings cannot predict if any of these possible future events will have a material adverse effect on its operations or the life of its existing in-orbit satellites. In addition, Sirius XM Holdings has entered into agreements for the construction and launch of four new satellites that are expected to be launched over the next four years, and material delays in the deployment of these satellites could be harmful to Sirius XM Holdings’ business. The Sirius network of terrestrial repeaters communicates with a single third-party satellite. The XM network of terrestrial repeaters communicates with a single XM satellite. If the satellites communicating with the applicable repeater network fail unexpectedly, the services would be disrupted for several hours or longer. Any material failure of Sirius XM Holdings’ operating satellites could cause it to lose customers for its Sirius XM service and could materially harm its reputation and its operating results. Sirius XM Holdings does not have insurance for its in-orbit satellites.

The Sirius XM service may experience harmful interference from wireless operations.

The development of applications and services in spectrum adjacent to the frequencies licensed to Sirius XM Holdings, as well as the combination of signals in other frequencies, may cause harmful interference to its satellite radio service in certain areas of the U.S. Elimination of this interference may not be possible in all cases. In other cases, Sirius XM Holdings’ efforts to reduce this interference may require extensive engineering efforts and additions to its terrestrial infrastructure. These mitigation efforts may be costly and take several years to implement and may not be entirely effective. In certain cases, Sirius XM Holdings is dependent on the FCC to assist it in preventing harmful interference to its service.

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Pandora’s ad-supported service has suffered a substantial and consistent loss of monthly active users, which may adversely affect the Pandora and Off-platform business.

The number of monthly active users to Sirius XM Holdings’ ad-supported Pandora service has declined consistently for several years, including in 2023, and is likely to further contract in the future. The size of Sirius XM Holdings’ ad-supported listener base is an important element of its Pandora service. The decline in Sirius XM Holdings’ listener base has resulted in fewer listener hours and available advertising spots on its Pandora service, which ultimately may result in declines in advertising revenue, and adversely affect its Pandora and Off-platform business. The contraction of Sirius XM Holdings’ ad-supported listener base also decreases the size of demographic groups targeted by advertisers, which may hurt Sirius XM Holdings’ ability to deliver advertising in a manner that maximizes advertisers’ return on investment and compete with other streaming advertising platforms.

Pandora and the Off-platform business generates a significant portion of its revenues from advertising, and reduced spending by advertisers could harm its business.

Pandora and the Off-platform business currently generates a majority of its revenues from third parties advertising on Pandora’s ad-supported service and other platforms. As is common in the audio entertainment industry, these advertisers do not have long-term advertising commitments with Pandora and can terminate their contracts at any time. Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns. Adverse macroeconomic conditions have affected, and may continue to affect, the demand for audio advertising, resulting in fluctuations in the amounts advertisers spend on advertising, which could harm Sirius XM Holdings’ financial condition and operating results.

Sirius XM Holdings’ failure to convince advertisers of the benefits of its Pandora ad-supported service could harm its business.

Sirius XM Holdings’ ability to attract and retain advertisers, and ultimately to sell its advertising inventory, depends on a number of factors, including:

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the number of listener hours on the Pandora ad-supported service, particularly the number of listener hours attributable to high-value demographics;

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keeping pace with changes in technology and its competitors, some of which have significant influence over the distribution of the Pandora app;

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competing effectively for advertising with other dominant online services, such as Spotify, Google, Facebook and YouTube, as well as other marketing and media outlets;

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successfully competing for local radio advertising;

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demonstrating the ability of advertisements to reach targeted audiences, including the value of mobile digital advertising;

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ensuring that new ad formats and ad product offerings are attractive to advertisers and that inventory management decisions (such as changes to ad load, frequency, prominence and quality of ads that Sirius XM Holdings serves listeners) do not have a negative impact on listener hours; and

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adapting to technologies designed to block the display of its ads.

Advertisers may leave Sirius XM Holdings for competing alternatives at any time. Failure to demonstrate to advertisers the value of its Pandora service would result in reduced spending by, or loss of, advertisers, which would harm its revenue and business.

If Sirius XM Holdings is unable to maintain revenue growth from its advertising products, its results of operations will be adversely affected.

In order to effectively monetize listener hours, Sirius XM Holdings must, among other things, penetrate local advertising markets and develop compelling ad product solutions. The substantial majority of the total listening to the Pandora service occurs on mobile devices. Sirius XM Holdings is engaged in efforts to continue to convince advertisers of the capabilities and value of mobile digital advertising and to direct an

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increasing portion of their advertising spend to its ad-supported Pandora service. Sirius XM Holdings is continuing to build its sales capability to penetrate local advertising markets, which places Sirius XM Holdings in competition with terrestrial radio. Sirius XM Holdings may not be able to capture an increasing share of local and audio advertising revenue, which may have an adverse impact on its future revenue.

Changes to mobile operating systems and browsers may hinder Sirius XM Holdings’ ability to sell advertising and market its services.

Sirius XM Holdings uses shared common device identifiers that are universal in the advertising technology ecosystem, such as Apple’s Identifier for Advertisers, a random device identifier assigned by Apple to a user’s device. Sirius XM Holdings uses these common device identifiers for targeting, advertising effectiveness and measurement for Pandora’s advertising business and for Pandora’s consumer marketing purposes. These common device identifiers enable Sirius XM Holdings to match audiences, including with second- and third-party data providers and measurement vendors and enhance Pandora’s advertising targeting segments with additional data. In its programmatic advertising business, Sirius XM Holdings uses common identifiers for several important functions, such as targeting and bidding. Sirius XM Holdings also uses common device identifiers to evaluate the success of its Pandora brand consumer marketing campaigns. Apple, as well as mobile operating system and browser providers, have implemented product features and plans that may adversely impact Sirius XM Holdings’ ability to use these common identifiers and data collected in connection with these common identifiers in its Pandora business.

If Sirius XM Holdings fails to accurately predict and play music, comedy or other content that its Pandora listeners enjoy, it may fail to retain existing and attract new listeners.

A key differentiating factor between the Pandora service and other music content providers is its ability to predict music that its listeners will enjoy. The effectiveness of Sirius XM Holdings’ personalized playlist generating system depends, in part, on its ability to gather and effectively analyze large amounts of listener data and feedback. Sirius XM Holdings may not continue to be successful in enticing listeners to its Pandora service to give a thumbs-up or thumbs-down to enough songs to effectively predict and select new and existing songs. In addition, Sirius XM Holdings’ ability to offer listeners songs that they have not previously heard and impart a sense of discovery depends on its ability to acquire and appropriately categorize additional tracks that will appeal to its listeners’ diverse and changing tastes. Many of Sirius XM Holdings’ competitors currently have larger music and content catalogs than it offers and they may be more effective in providing their listeners with an appealing listener experience. Sirius XM Holdings also provides comedy and podcast content on its Pandora service, and it tries to predict what its listeners will enjoy using technology similar to the technology that it uses to generate personalized playlists for music. The risks that apply to Sirius XM Holdings’ ability to satisfy its listeners’ musical tastes apply to comedy, podcasts and other content to an even greater extent, particularly since Sirius XM Holdings does not yet have as large a data set on listener preferences for comedy, podcasts and other content, and have a smaller catalog of such content as compared to music. Sirius XM Holdings’ ability to predict and select music, comedy, podcasts and other content that its listeners enjoy is important to the perceived value of its Pandora service to consumers and the failure to make accurate predictions would adversely affect its ability to attract and retain subscribers and listeners, increase listener hours and sell advertising.

Privacy and data security laws and regulations may hinder Sirius XM Holdings’ ability to market its services, sell advertising and impose legal liabilities.

Sirius XM Holdings receives a substantial amount of personal data on purchasers and lessees of new and used vehicles from third parties. Sirius XM Holdings uses this personal data to market its services. Sirius XM Holdings collects and uses demographic, service usage, purchase history and other information, including location information, from and about its listeners through the internet. Further, Sirius XM Holdings and third parties use tracking technologies, including “cookies” and related technologies, to help it manage and track its listeners’ interactions with its services and deliver relevant advertising.

Various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern the collection, use, retention, sharing and security of the personal data Sirius XM Holdings receives. Privacy groups and government authorities have increasingly scrutinized the ways in which companies collect and

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share personal data, including linking personal identities and data associated with particular users or devices with data collected through the internet, and Sirius XM Holdings expects such scrutiny to increase. Alleged violations of laws and regulations relating to privacy and personal data may expose Sirius XM Holdings to potential liability, may require Sirius XM Holdings to expend significant resources in responding to and defending such allegations and claims and could in the future result in negative publicity and a loss of confidence in Sirius XM Holdings by its subscribers, listeners, advertisers and other third parties with whom it does business.

Privacy-related laws and regulations, such as the California Consumer Privacy Act and the European General Data Protection Regulation, are evolving and subject to potentially differing interpretations. Various federal and state legislative and regulatory bodies as well as foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy and data security-related matters. New laws, amendments to or re-interpretations of existing laws and contractual obligations, as well as changes in Sirius XM Holdings’ listeners’ expectations and demands regarding privacy and data security, may limit its ability to collect and use consumer data. Restrictions on Sirius XM Holdings’ ability to receive, collect and use consumer data could limit its ability to attract and retain subscribers and listeners to its services. In addition, restrictions on Sirius XM Holdings’ ability to collect, access and process listener data, or to use or disclose listener data or profiles that it develops using such data, could limit Sirius XM Holdings’ ability to market its content and services to its potential listeners and offer targeted advertising opportunities to its advertisers, each of which are important to its business. Increased regulation of personal data utilization practices and compliance administration could increase Sirius XM Holdings’ costs of operation or otherwise adversely affect its business.

Consumer protection laws and Sirius XM Holdings’ failure to comply with them could damage its business.

Federal and state consumer protection laws, rules and regulations cover nearly all aspects of Sirius XM Holdings’ marketing efforts, including the content of its advertising, the terms of consumer offers and the manner in which it communicates with consumers. The State of New York has filed a suit against Sirius XM Holdings relating to its subscription cancellation practices, and other governmental authorities have commenced investigations into Sirius XM Holdings’ consumer practices, including the manner in which it allows consumers to cancel subscriptions to its services. The nature of Sirius XM Holdings’ business requires it to expend significant resources to try to ensure that its marketing activities comply with consumer protection laws, including laws relating to telemarketing activities and privacy. These efforts may not be successful and Sirius XM Holdings may have to expend even greater resources in its compliance efforts. Modifications to consumer protection laws, including laws regarding the pricing of Sirius XM Holdings’ services and the manner in which consumers can cancel Sirius XM Holdings’ services as well as decisions by courts and administrative agencies interpreting these laws, could have an adverse impact on Sirius XM Holdings’ ability to attract and retain subscribers and listeners to its services. There can be no assurance that new laws or regulations will not be enacted or adopted, preexisting laws or regulations will not be more strictly enforced or that its operations will comply with all applicable laws, which could have an adverse impact on its operations and financial condition.

Failure to comply with FCC requirements could damage Sirius XM Holdings’ business.

Sirius XM Holdings holds FCC licenses and authorizations to operate commercial satellite radio services in the U.S., including satellites, terrestrial repeaters, and related authorizations. The FCC generally grants licenses and authorizations for a fixed term. Although Sirius XM Holdings expects its licenses and authorizations to be renewed in the ordinary course upon their expiration, there can be no assurance that this will be the case. Any assignment or transfer of control of any of Sirius XM Holdings’ FCC licenses or authorizations must be approved in advance by the FCC. The operation of Sirius XM Holdings’ satellite radio systems is subject to significant regulation by the FCC under authority granted through the Communications Act and related federal law. Sirius XM Holdings is required, among other things, to operate only within specified frequencies; to coordinate its satellite radio services with radio systems operating in the same range of frequencies in neighboring countries; and to coordinate its communications links to its satellites with other systems that operate in the same frequency band. Noncompliance by Sirius XM Holdings with these requirements or other conditions or with other applicable FCC rules and regulations could result in fines, additional license conditions, license revocation or other detrimental FCC actions. There is no guarantee

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that Congress will not modify the statutory framework governing Sirius XM Holdings’ services, or that the FCC will not modify its rules and regulations in a manner that would have an adverse impact on Sirius XM Holdings’ operations.

Environmental, social and governance expectations and related reporting obligations may expose Sirius XM Holdings to potential liabilities, increased costs, reputational harm, and other adverse effects.

Many governments, regulators, investors, employees, customers and other stakeholders are focused on environmental, social and governance (ESG) considerations, including climate change and greenhouse gas emissions; human capital management, including diversity, equity and inclusion; cybersecurity; content moderation; and human and civil rights. Sirius XM Holdings’ reporting and disclosures in response to these expectations may require additional investments and reporting processes, introduce additional compliance risk, and depend in part on third-party performance or data that is outside its control. Related initiatives, and implementation of these initiatives, also involve risks and uncertainties, and Sirius XM Holdings cannot guarantee that Sirius XM Holdings will achieve any announced environmental, social and governance objectives. In addition, some stakeholders may disagree with Sirius XM Holdings’ initiatives and objectives. Any failure, or perceived failure, to further Sirius XM Holdings’ initiatives, adhere to public statements, comply with federal or state ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against Sirius XM Holdings and adversely affect its business, reputation, financial condition, and operations results.

Sirius XM Holdings may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through Sirius XM Holdings’ services.

The nature of Sirius XM Holdings’ business could expose Sirius XM Holdings to claims or public criticism related to defamation, illegal content, misinformation, and content regulation. Sirius XM Holdings could incur costs investigating and defending any such claims. In addition, some stakeholders may disagree with third-party content provided through Sirius XM Holdings’ services, and negative public criticism of this content could damage Sirius XM Holdings’ reputation and brands. If Sirius XM Holdings incurs material costs, liability, or negative consumer reaction as a result of these occurrences, Sirius XM Holdings’ business, financial condition and operating results could be adversely impacted.

If Sirius XM Holdings fails to protect the security of personal information about its customers, it could be subject to costly government enforcement actions and private litigation and its reputation could suffer.

The nature of Sirius XM Holdings’ business involves the receipt and storage of personal information about its subscribers and listeners including, credit and debit card information. Sirius XM Holdings has a program in place to detect and respond to data security incidents. However, the techniques used to gain unauthorized access to data systems are constantly evolving and may not be detected for long periods of time. Sirius XM Holdings may be unable to anticipate or prevent unauthorized access to data pertaining to its customers, including credit card and debit card information and other personally identifiable information. Sirius XM Holdings’ services, which are supported by its own systems and those of third-party vendors, could be subject to computer malware and attacks, as well as to catastrophic events (such as fires, floods, hurricanes or tornadoes), any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personally identifiable information.

If Sirius XM Holdings fails to protect the security of personal information about its customers or if an actual or perceived breach of security occurs on its systems or a vendor’s systems, Sirius XM Holdings could be exposed to costly government enforcement actions and private litigation and its reputation could suffer. Sirius XM Holdings may also be required to expend significant resources to address these problems, including notification under various data privacy regulations, and its reputation and operating results could suffer.

In addition, Sirius XM Holdings’ subscribers and listeners, as well as potential customers, could lose confidence in its ability to protect their personal information, which could cause them to discontinue the use of Sirius XM Holdings’ services. This loss of confidence would also harm Sirius XM Holdings’ efforts to attract and retain advertisers and to obtain personal information from third parties, and unauthorized access to its programming would potentially create additional royalty expense with no corresponding revenue. Such events could adversely affect its results of operations. The costs of maintaining adequate

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protection, including insurance protection, against such threats as they develop in the future (or as legal requirements related to data security increase) could be material.

In addition, hardware, software, or applications Sirius XM Holdings develops or procures from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to Sirius XM Holdings’ systems or facilities, or those of third parties with whom it does business, through fraud, trickery, or other forms of deceiving its employees, contractors or other agents. Sirius XM Holdings may not be able to effectively control the unauthorized actions of third parties who may have access to the data it collects.

To date, Sirius XM Holdings is not aware that it has had a significant cyber-attack or breach that has had a material impact on its business or results of operations. Sirius XM Holdings has implemented systems and processes intended to secure its information technology systems and prevent unauthorized access to or loss of sensitive, confidential and personal data, including through the use of encryption and authentication technologies. Additionally, Sirius XM Holdings has increased its monitoring capabilities to enhance early detection and timely response to potential security anomalies.

The cyber security measures Sirius XM Holdings has implemented, however, may not be sufficient to prevent all possible attacks and may be vulnerable to hacking, employee error, ransom attacks, malfeasance, system error, faulty password management or other irregularities. Further, the development and maintenance of these measures are costly and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated.

Sirius XM Holdings uses artificial intelligence in its business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect its results of operations.

Sirius XM Holdings incorporates artificial intelligence (AI) solutions into its digital infrastructure, services, offerings and features, and these applications may become important in its operations over time. Sirius XM Holdings’ competitors or other third parties may incorporate AI into their products more quickly or more successfully than it, which could impair its ability to compete effectively and adversely affect its results of operations. Additionally, if the content, analyses, search results or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, or biased, Sirius XM Holdings’ business, reputation, financial condition, and results of operations could be adversely affected.

The use of AI applications may result in cybersecurity incidents that implicate the personal data of consumers. Any such cybersecurity incidents related to Sirius XM Holdings’ use of AI applications could adversely affect its reputation and results of operations. AI also presents emerging ethical issues, such as the proper use of copyrighted material with AI applications, and if its use of AI becomes controversial, Sirius XM Holdings may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain Sirius XM Holdings’ platform, offerings, services, and features to help it implement AI ethically in order to minimize unintended, harmful impact.

Interruption or failure of Sirius XM Holdings’ information technology and communications systems could impair the delivery of its service and harm its business.

Sirius XM Holdings relies on its own systems and systems of third party vendors to enable subscribers and listeners to access its Pandora and Sirius XM services in a dependable and efficient manner. Any degradation in the quality, or any failure, of Sirius XM Holdings’ systems could reduce its revenue, cause it to lose customers and damage its brands. Although Sirius XM Holdings has implemented practices designed to maintain the availability of the information technology and service delivery systems it relies on and mitigate the harm of any unplanned interruptions, Sirius XM Holdings cannot anticipate all eventualities. Sirius XM Holdings occasionally experiences unplanned outages or technical difficulties. Sirius XM Holdings could also experience loss of data or processing capabilities, which could cause it to lose customers and could harm its reputation and operating results.

Sirius XM Holdings relies on internal systems and external systems maintained by manufacturers, distributors and service providers to take, fulfill and handle customer service requests and host certain

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online activities. Any interruption or failure of Sirius XM Holdings’ internal or external systems could prevent it from servicing customers or cause data to be unintentionally disclosed. Sirius XM Holdings’ services have experienced, and are expected to continue to experience, periodic service interruptions and delays involving its own systems and those of its vendors.

Sirius XM Holdings’ data centers and its information technology and communications systems are vulnerable to damage or interruption from natural disasters, malicious attacks, fire, power loss, telecommunications failures, computer viruses or other attempts to harm its systems. The occurrence of any of these events could result in interruptions in Sirius XM Holdings’ services and unauthorized access to, or alteration of, the content and data contained on its systems and that these third-party vendors store and deliver on its behalf.

Damage or interruption to Sirius XM Holdings’ data centers, information technology and communications centers could expose it to data loss or manipulation, disruption of service, monetary and reputational damages, competitive disadvantage and significant increases in compliance costs and costs to improve the security and resiliency of its computer systems. The compromise of personal, confidential or proprietary information could also subject Sirius XM Holdings to legal liability or regulatory action under evolving cybersecurity, data protection and privacy laws and regulations enacted by the U.S. federal and state governments or other foreign jurisdictions or by various regulatory organizations. As a result, Sirius XM Holdings’ ability to conduct its business and its results of operations might be adversely affected.

The market for music rights is changing and is subject to significant uncertainties.

Sirius XM Holdings must maintain music programming royalty arrangements with, and pay license fees to, owners of rights in musical works in order to operate its services. Traditionally, performing rights organizations such as Broadcast Music, Inc. (BMI), the American Society of Composers, Authors and Publishers (ASCAP), SESAC, Inc. (SESAC) and Global Music Rights LLC (GMR) have negotiated for these copyright users, collected royalties and distributed them to songwriters and music publishers. These traditional arrangements are changing. The fracturing of the traditional system for licensing rights in musical works may have significant consequences to Sirius XM Holdings’ business, including increasing licensing costs and reducing the availability of certain pieces for use on its services. Under the United States Copyright Act (the Copyright Act), Sirius XM Holdings also must pay royalties to copyright owners of sound recordings for the performance of such sound recordings on its Sirius XM service. Those royalty rates may be established through negotiation or, if negotiation is unsuccessful, by the Copyright Royalty Board (the CRB). Owners of copyrights in sound recordings have created SoundExchange Inc. (SoundExchange), an organization which negotiates licenses and collects and distributes royalties on behalf of record companies and performing artists. SoundExchange is exempt by statute from certain U.S. antitrust laws and exercises significant market power in the licensing of sound recordings. Under the terms of the CRB’s existing decision governing sound recording royalties for satellite radio, Sirius XM Holdings is required to pay a royalty based on its gross revenue associated with its satellite radio service, subject to certain exclusions, of 15.5% per year through December 31, 2027.

Pandora’s services depend upon maintaining complex licenses with copyright owners, and these licenses contain onerous terms.

Pandora has direct license agreements with many sound recording copyright and musical work copyright owners. These agreements grant Sirius XM Holdings the right to operate Pandora Premium, and add interactive features, such as replays, additional skips and offline play, to Pandora’s ad-supported service and to Pandora Plus.

The economic terms of these direct licenses are onerous and, as a result, Sirius XM Holdings may not be able to profitably operate the Pandora services. However, the economic terms of these direct licenses may be “market,” given the rates paid by Pandora’s competitors. Competition for Pandora’s services are primarily offered by entities that provide music and entertainment services as a small part of a larger business, such as Apple, Google and Amazon. These competitors have the ability to bear these onerous economic provisions to a much greater extent than the Pandora business. Sirius XM Holdings may not be able to negotiate or obtain lower royalty rates under these direct licenses.

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These direct licenses are complex. Sirius XM Holdings may not be in compliance with the terms of these licenses, which could result in the loss of some or all of these licenses and some or all of the rights they convey. Similarly, many of these licenses provide that if the licensor loses rights in a portion of the content licensed under the agreement, that content may be removed from the license going-forward.

If Pandora fails to maintain these direct licenses, or if rights to certain music were no longer available under these licenses, then Sirius XM Holdings may have to remove the affected music from Pandora’s services, or discontinue certain interactive features for such music, and it might become commercially impractical for Sirius XM Holdings to operate Pandora Premium, Pandora Plus or certain features of its advertising supported service. Any of these occurrences could have an adverse effect on Sirius XM Holdings’ business, financial condition and results of operations.

Several of these direct licenses also include provisions related to the terms of those agreements relative to other content licensing arrangements, which are commonly referred to as “most favored nation” clauses. These provisions have caused, and may in the future cause, Sirius XM Holdings’ payments under those agreements to escalate substantially. In addition, SoundExchange, many record labels, music publishers and performing rights organizations have the right to audit Sirius XM Holdings’ royalty payments, and these audits often result in disputes over whether it has paid the proper amounts. As a result of such audits, Sirius XM Holdings could be required to pay additional amounts, audit fees and interest or penalties, and the amounts involved could adversely affect its business, financial condition and results of operations.

There is no guarantee that these direct licenses will be renewed in the future or that such licenses will be available on the economic terms associated with the current licenses. If Sirius XM Holdings is unable to secure and maintain direct licenses for the rights to provide music on its Pandora services on terms similar to those under its current direct licenses, Sirius XM Holdings’ content costs could rise and adversely affect its business, financial condition and results of operations.

Failure to protect Sirius XM Holdings’ intellectual property or actions by third-parties to enforce their intellectual property rights could substantially harm its business and operating results.

Development of Sirius XM Holdings’ systems has depended upon the intellectual property that it has developed, as well as intellectual property licensed from third parties. If the intellectual property that Sirius XM Holdings has developed or used is not adequately protected, others will be permitted to and may duplicate portions of its systems or services without liability. In addition, others may challenge, invalidate, render unenforceable or circumvent Sirius XM Holdings’ intellectual property rights, patents or existing licenses or it may face significant legal costs in connection with defending and enforcing those intellectual property rights. Some of the know-how and technology Sirius XM Holdings has developed, and plans to develop, is not now, nor will it be, covered by U.S. patents or trade secret protections. Trade secret protection and contractual agreements may not provide adequate protection if there is any unauthorized use or disclosure. The loss of necessary technologies could require Sirius XM Holdings to substitute technologies of lower quality performance standards, at greater cost or on a delayed basis, which could harm Sirius XM Holdings.

Other parties may have patents or pending patent applications, which will later mature into patents or inventions that may block or put limits on Sirius XM Holdings’ ability to operate its system or license its technologies. Sirius XM Holdings may have to resort to litigation to enforce its rights under license agreements or to determine the scope and validity of other parties’ proprietary rights in the subject matter of those licenses. This may be expensive and Sirius XM Holdings may not succeed in any such litigation.

Third parties may assert claims or bring a suit against Sirius XM Holdings for patent, trademark or copyright infringement, or for other infringement or misappropriation of intellectual property rights. Any such litigation could be costly, divert Sirius XM’s efforts from its business, subject it to significant liabilities to third parties, require it to seek licenses from third parties, block its ability to operate its services or license its technology, or otherwise adversely affect its ability to successfully develop and market its services.

Some of Sirius XM Holdings’ services and technologies may use “open source” software, which may restrict how Sirius XM Holdings uses or distributes its services or require that it release the source code subject to those licenses.

Sirius XM Holdings may incorporate in some products software licensed under “open source” licenses. Open source licenses often require that the source code be made available to the public and that any

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modifications or derivative works to the open source software continue to be licensed under open source licenses. Few courts have interpreted open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to uncertainty. In the event that portions of Sirius XM Holdings’ proprietary technology are determined to be subject to an open source license, Sirius XM Holdings may be required to publicly release portions of its source code, be forced to re-engineer all or a portion of its technologies, or otherwise be limited in the licensing of its technologies, each of which could adversely affect its ability to sustain and grow its business.

Rapid technological and industry changes and new entrants could adversely impact Sirius XM Holdings’ services.

The audio entertainment industry is characterized by rapid technological change, frequent product and feature innovations, changes in customer requirements and expectations, evolving standards and new entrants offering products and services. If Sirius XM Holdings is unable to keep pace with these changes, its business may not succeed. Products using new technologies could make Sirius XM Holdings’ services less competitive in the marketplace.

Sirius XM Holdings has a significant amount of indebtedness, and its debt contains certain covenants that restrict its operations.

As of March 31, 2024, Sirius XM Holdings had an aggregate principal amount of approximately $9.2 billion of indebtedness outstanding. Sirius XM Holdings’ indebtedness increases its vulnerability to general adverse economic and industry conditions; requires it to dedicate a portion of its cash flow from operations to payments on indebtedness, reducing the availability of cash flow to fund capital expenditures, marketing and other general corporate activities; limits its ability to borrow additional funds; and may limit its flexibility in planning for, or reacting to, changes in its business and the audio entertainment industry. In addition, Sirius XM Holdings’ borrowings under its Senior Secured Revolving Credit Facility carry a variable interest rate based on the Secured Overnight Financing Rate (SOFR). Sirius XM Holdings may, in the future, hedge against interest rate fluctuations by using hedging instruments such as swaps, caps, options, forwards, futures or other similar products. These instruments may be used to selectively manage risks, but there can be no assurance that it will be fully protected against material interest rate fluctuations. Also see “Factors Relating to New Sirius — Following the Transactions, New Sirius, on a standalone basis and on a consolidated basis, will have significant indebtedness, and its subsidiaries’ debt will contain certain covenants that restrict its operations.”

While Sirius XM Holdings currently pays a quarterly cash dividend to holders of its common stock, Sirius XM Holdings may change its dividend policy at any time.

Sirius XM Holdings currently pays a quarterly cash dividend to holders of its common stock, although Sirius XM Holdings has no obligation to do so, and its dividend policy may change at any time without notice to its stockholders. The declaration and payment of dividends is at the discretion of Sirius XM Holdings’ board of directors in accordance with applicable law after considering various factors, including its financial condition, operating results, current and anticipated cash needs, limitations imposed by its indebtedness, legal requirements and other factors that its board of directors deems relevant.

If Sirius XM Holdings is unable to attract and retain qualified personnel, its business could be harmed.

Sirius XM Holdings believes that its success depends on its continued ability to attract and retain qualified management, sales, technical and other personnel. All of Sirius XM Holdings’ employees, including its executive officers, are free to terminate their employment with Sirius XM Holdings at any time, and their knowledge of its business may be difficult to replace. Qualified individuals are in high demand, particularly in the media and technology industries, and Sirius XM Holdings may incur significant costs to attract and retain employees. If Sirius XM Holdings is unable to attract and retain its key employees, it may not be able to achieve its objectives, and its business could be harmed.

Sirius XM Holdings’ facilities could be damaged by natural catastrophes or terrorist activities.

An earthquake, hurricane, tornado, flood, cyber-attack, terrorist attack, civil unrest or other catastrophic event could damage Sirius XM Holdings’ data centers, studios, terrestrial repeater networks or

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satellite uplink facilities, interrupt its services and harm its business. Sirius XM Holdings also has significant operations in the San Francisco Bay Area, a region known for seismic activity. Natural disasters and extreme weather conditions can be caused or exacerbated by climate change. Any damage to the satellites that transmit to Sirius XM Holdings’ terrestrial repeater networks would likely result in degradation of the affected service for some Sirius XM subscribers and could result in complete loss of Sirius XM satellite service in certain or all areas. Damage to Sirius XM Holdings’ satellite uplink facilities could result in a complete loss of its Sirius XM satellite service until it could transfer operations to suitable back-up facilities.

The unfavorable outcome of pending or future litigation could have an adverse impact on Sirius XM Holdings’ operations and financial condition.

Sirius XM Holdings is party to several legal proceedings arising out of various aspects of its business, including possible class actions arising out of its marketing practices and governmental actions and possible class actions and mass arbitrations arising from its pricing and cancellation practices. The outcome of these proceedings may not be favorable, and one or more unfavorable outcomes could have an adverse impact on its financial condition.

Sirius XM Holdings may be exposed to liabilities that other entertainment service providers would not customarily be subject to.

Sirius XM Holdings designs, establishes specifications, sources or specifies parts and components, and manages various aspects of the logistics of the production of satellite radios and its apps. As a result of these activities, Sirius XM Holdings may be exposed to liabilities associated with the design, manufacture and distribution of radios and apps that the providers of an entertainment service would not customarily be subject to, such as liabilities for design defects, patent infringement and compliance with applicable laws, as well as the costs of returned product.

Sirius XM Holdings’ business and prospects depend on the strength of its brands.

Maintaining and enhancing Sirius XM Holdings’ brands is an important part of its strategy to expand its base of subscribers, listeners and advertisers. Sirius XM Holdings’ brands may be impaired by a number of factors, including service outages, data privacy and security issues and exploitation of its trademarks by others without permission. Sirius XM Holdings’ ability to maintain and enhance its brands also depends in part on its ability to continue to develop and provide an innovative and high-quality entertainment experience, which Sirius XM Holdings may not do successfully.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/notice/prospectus/information statement or in the documents incorporated by reference herein or included as an Annex hereto constitute forward-looking statements, including certain statements relating to the completion of the Split-Off and/or the Merger, the timing of the Split-Off and/or the Merger, the realization of expected benefits from the Split-Off and/or the Merger, the business, product and marketing strategies, market potential, future financial performance and other matters that are not historical facts with respect to Liberty Media, New Sirius, Sirius XM Holdings and their respective subsidiaries arising in the ordinary course of business. In particular, statements in the “Questions and Answers,” “Risk Factors,” “The Proposed Transactions,” “The Liberty Special Meeting,” “The Split-Off Proposal,” “The Merger,” “Transaction Agreements,” “Description of Business of New Sirius,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of New Sirius,” “Executive Compensation of New Sirius Following the Merger” and “U.S. Federal Income Tax Consequences” contain forward-looking statements. Where, in any forward-looking statement, Liberty Media, New Sirius or Sirius XM Holdings expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. In addition to the risk factors described herein under “Risk Factors,” the following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

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historical financial information, pro forma financial information and prospective financial information may not be representative of future results;

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there may be significant transaction costs in connection with the Transactions;

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the parties may not realize the potential benefits of the Transactions in the near term or at all;

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an active trading market for New Sirius Common Stock may not develop;

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the uncertainty of the market value of the New Sirius Common Stock;

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the satisfaction of all conditions to the Transactions;

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the Transactions may not be consummated;

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there may be liabilities that are not known, probable or estimable at this time;

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the Transactions may result in the diversion of management’s time and attention to issues relating to the Transactions and integration;

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unfavorable outcome of legal proceedings that may be instituted against Liberty Media and/or Sirius XM Holdings following the announcement of the Transactions;

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risks related to disruption of management time from ongoing business operations due to the Transactions;

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risks inherent to the business may result in additional strategic and operational risks, which may impact Liberty Media, New Sirius and/or Sirius XM Holdings’ risk profiles, which each company may not be able to mitigate effectively;

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the market value of the shares of New Sirius Common Stock at the time they are initially issued to holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock may vary significantly from (i) the market value of shares of Sirius XM Common Stock on the date of the Reorganization Agreement and the Merger Agreement and/or the date of the First Amendments, (ii) the value of Sirius XM Common Stock implied by the SiriusXM Exchange Ratio, or (iii) the value of Liberty SiriusXM Common Stock implied by the Exchange Ratio;

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Liberty Media, Sirius XM Holdings and New Sirius’ ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations;

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Liberty Media, Sirius XM Holdings, New Sirius and their respective subsidiaries’ indebtedness could adversely affect operations and could limit the ability of such subsidiaries to react to changes in the economy or their industry;

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the success of New Sirius and the businesses attributed to each of the Liberty Media tracking stock groups and their popularity with audiences;

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Liberty Media, New Sirius and their respective subsidiaries’ ability to realize the benefits of acquisitions or other strategic investments;

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the impact of weak and uncertain economic conditions on consumer demand for products, services and events offered by New Sirius and the businesses attributed to each of Liberty Media’s tracking stock groups;

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the outcome of pending or future litigation;

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the operational risks of New Sirius and Liberty Media’s subsidiaries and business affiliates with operations outside of the U.S.;

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New Sirius and Liberty Media’s ability to use net operating loss, disallowed business interest and tax credit carryforwards to reduce future tax payments;

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the degradation, failure or misuse of New Sirius and Liberty Media’s information systems;

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the ability of Liberty Media, New Sirius and their respective subsidiaries and business affiliates to comply with government regulations, including, without limitation, FCC requirements, consumer protection laws and competition laws, and adverse outcomes from regulatory proceedings;

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the regulatory and competitive environment of the industries in which New Sirius, Liberty Media, and the entities in which Liberty Media has interests, operate;

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changes in the nature of key strategic relationships with partners, vendors and joint venturers;

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competition faced by Sirius XM Holdings;

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the ability of Sirius XM Holdings to attract and retain subscribers and listeners;

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the ability of Sirius XM Holdings to market its services and sell advertising;

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the ability of Sirius XM Holdings to maintain revenue growth from its advertising products;

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the ability of Sirius XM Holdings to protect the security of personal information about its customers;

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the interruption or failure of Sirius XM Holdings’ information technology and communication systems;

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the impact of the market for music rights on Sirius XM Holdings and the rates Sirius XM Holdings must pay for rights to use musical works;

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the ability of Sirius XM Holdings to successfully monetize and generate revenue from podcasts and other non-music content;

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reliance on intellectual property and the ability to protect intellectual property;

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reliance on third parties;

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the ability to attract and retain qualified personnel;

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changes in consumer viewing habits and the emergence of new content distribution platforms;

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fluctuations in currencies against the U.S. dollar;

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the risks associated with New Sirius as a whole and Liberty Media as a whole and Liberty Media’s use of tracking stock groups, even if a holder does not own shares of common stock of all of Liberty Media’s groups;

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market confusion that results from misunderstandings about Liberty Media’s capital structure;

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the market price of Liberty Media’s tracking stocks may be volatile;

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Liberty Media may not pay dividends equally to its tracking stocks or at all;

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New Sirius and/or Liberty Media’s directors’ or officers’ equity ownership may create the appearance of conflicts of interest;

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geopolitical incidents, accidents, terrorist acts, international conflicts, natural disasters, including the effects of climate change, or other events that cause one or more events to be canceled or postponed, are not covered by insurance, or cause reputational damage to Liberty Media’s or New Sirius’ respective subsidiaries and business affiliates; and

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challenges related to assessing the future prospects of tracking stock groups based on past performance.

These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this proxy statement/notice/prospectus/information statement (or, as to documents incorporated by reference, the date of such documents), and Liberty Media, New Sirius and Sirius XM Holdings expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein or therein, to reflect any change in the expectations of Liberty Media, New Sirius or Sirius XM Holdings with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind the factors described in “Risk Factors” and other cautionary statements contained or incorporated by reference in this proxy statement/notice/prospectus/information statement. Such risk factors and statements describe circumstances that could cause actual results to differ materially from those contained in any forward-looking statement.

This proxy statement/notice/prospectus/information statement includes information concerning public companies in which Liberty Media has controlling and non-controlling interests that file reports and other information with the SEC in accordance with the Exchange Act. Information in this proxy statement/notice/prospectus/information statement concerning those companies has been derived from the reports and other information filed by them with the SEC. If you would like further information about these companies, the reports and other information they file with the SEC can be accessed on the Internet website maintained by the SEC at www.sec.gov. Those reports and other information are not incorporated by reference in this proxy statement/notice/prospectus/information statement.

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THE PROPOSED TRANSACTIONS

Background of the Transactions

Sirius XM Holdings is a U.S. audio entertainment company formed in 2008 as a result of the merger between a subsidiary of Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc.

In early 2009, Sirius XM Radio Inc. (which we refer to as Sirius XM Radio) entered into several transactions with a predecessor to Liberty Media (together with such predecessor for purposes of this section, Liberty) pursuant to which Sirius XM Radio borrowed up to $530 million (which was repaid later in 2009). As part of the foregoing transactions, in February 2009, Sirius XM Radio entered into an investment agreement (the Investment Agreement) with Liberty Radio, LLC, an indirect wholly owned subsidiary of Liberty Media. Pursuant to the Investment Agreement, Sirius XM Radio issued to Liberty Radio, LLC 12,500,000 shares of convertible preferred stock in partial consideration for the loan investments. The preferred stock was convertible into approximately 40% of Sirius XM Radio’s outstanding shares of common stock (after giving effect to such conversion). In September 2012, Liberty Radio, LLC converted 6,249,900 shares of its preferred stock into 1,293,467,684 shares of Sirius XM Radio common stock. In January 2013, the Federal Communications Commission granted Liberty Media approval to acquire control of Sirius XM Radio, and Liberty Radio, LLC converted its remaining preferred stock into an additional 1,293,509,076 shares of Sirius XM Radio common stock. As a result of these conversions of preferred stock and additional purchases of Sirius XM Radio’s common stock, Liberty Media then beneficially owned, directly and indirectly, over 50% of Sirius XM Radio’s outstanding common stock. Later in 2013, as a result of a corporate reorganization, Sirius XM Holdings replaced Sirius XM Radio as the publicly held corporation, and Sirius XM Radio became a wholly owned subsidiary of Sirius XM Holdings. Since that time, Liberty Media has regularly reviewed and evaluated its ownership interest in Sirius XM Holdings.

In October 2020, in connection with matters related to Sirius XM Holdings’ ongoing share repurchase program, the board of directors of Sirius XM Holdings established the Special Committee, composed of Eddy W. Hartenstein and James P. Holden, who are each independent directors. The Special Committee engaged Debevoise & Plimpton LLP (Debevoise) as its legal counsel. The board of directors of Sirius XM Holdings adopted resolutions stating the Special Committee shall have the power and authority of the board of directors of Sirius XM Holdings to review, evaluate, discuss, consider, negotiate, authorize and approve a potential tax sharing agreement between Liberty Media and Sirius XM Holdings and any other arrangements the Special Committee determines are advisable and in the best interest of Sirius XM Holdings and its stockholders in connection therewith or any alternative arrangement thereto.

Subsequent to the formation of the Special Committee, in anticipation of the possibility that Liberty Media’s ownership interest in Sirius XM Holdings would exceed 80%, after which Sirius XM Holdings would become part of Liberty Media’s consolidated tax group, the Special Committee and Liberty Media negotiated the terms of a tax sharing agreement. On February 1, 2021, with the approval and recommendation of the Special Committee, Sirius XM Holdings entered into a tax sharing agreement with Liberty Media.

In October 2021, Liberty Media was considering acquiring additional interests in Sirius XM Holdings from a third party in a share-for-share exchange intended to qualify as a tax-free reorganization for U.S. federal income tax purposes (the Liberty 2021 Exchange). In connection with that transaction, Liberty Media requested that Sirius XM Holdings agree to certain covenants consistent with its intended tax treatment (the 2021 Tax Arrangements).

On October 17, 2021, the Special Committee entered into an engagement letter with Solomon Partners as its independent financial advisor to assist it in connection with various matters, including Sirius XM Holdings’ capital allocation policy and matters related to Liberty Media’s ownership interest in Sirius XM Holdings. The Special Committee selected Solomon Partners to serve as its financial advisor because Solomon Partners is a nationally recognized investment banking firm that has substantial experience in the media and entertainment industries and with engagements similar to the proposed engagement, as well as its familiarity with Sirius XM Holdings. The Special Committee made the determination to engage Solomon Partners after taking into account the disclosures made by Solomon Partners to the Special Committee regarding any financial advisory and investment banking relationships during the past two years with each of Sirius XM Holdings and Liberty Media and their respective affiliates at the time of such engagement.

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On October 18, 2021, the board of directors of Sirius XM Holdings clarified the Special Committee’s mandate with respect to transactions involving matters with Liberty Media, and adopted resolutions stating that (a) the Special Committee shall have the power and authority of the board of directors of Sirius XM Holdings (i) to formulate, authorize, approve, modify and terminate Sirius XM Holdings’ policy with respect to the return of capital to its stockholders, including any use of capital for repurchase of shares of the Sirius XM Common Stock and (ii) with respect to any transaction or arrangement between Sirius XM Holdings and Liberty Media, including (A) proposing, responding to, considering and evaluating any such transaction or arrangement or any alternative thereto, (B) proposing, responding to, considering, evaluating, reviewing, communicating and negotiating (or directing the communications or negotiations) with respect to the terms and conditions of any such transaction or arrangement, (C) determining whether any such transaction or arrangement is advisable, fair to, and in the best interests of Sirius XM Holdings and its stockholders (or any subset of the stockholders of Sirius XM Holdings that the Special Committee determines to be appropriate), (D) recommending to the board of directors of Sirius XM Holdings the rejection or approval of any such transaction or arrangement, (E) considering, evaluating, reviewing and monitoring all proceedings and activities of Sirius XM Holdings related to any such transaction or arrangement, (F) considering, evaluating and recommending to the board of directors of Sirius XM Holdings the authorization of the execution and delivery of any such agreements relating to any such transaction or arrangement and (G) taking such other actions with all the power and authority of the board of directors of Sirius XM Holdings as the Special Committee may deem to be necessary or appropriate in order for the Special Committee to discharge its duties, and (b) the board of directors of Sirius XM Holdings would not authorize or approve any action with respect to the foregoing matters without the prior affirmative recommendation of the Special Committee.

Over the course of the ensuing weeks, the Special Committee considered Liberty Media’s requested 2021 Tax Arrangements and related matters, including protections for the Sirius XM Holdings minority stockholders in light of Liberty Media’s increasing ownership interest in Sirius XM Holdings. The Special Committee determined that it would be in the best interests of the Sirius XM Holdings minority stockholders to obtain from Liberty Media an agreement (the DGCL Section 253 Agreement) that Liberty Media would not effect a “short form” merger with Sirius XM Holdings pursuant to Section 253 of the DGCL without the prior approval of the Special Committee. In exchange for the DGCL Section 253 Agreement, the Special Committee determined that it would be willing to provide to Liberty Media the 2021 Tax Arrangements it requested.

On November 1, 2021, with the approval and recommendation of the Special Committee, Sirius XM Holdings and Liberty Media entered into the DGCL Section 253 Agreement and the 2021 Tax Arrangements.

Throughout 2022 and 2023, Liberty Media continued to review and evaluate its ownership interest in Sirius XM Holdings, the discount to net asset value at which Liberty SiriusXM Common Stock traded, and the volatility in the Sirius XM Holdings stock price, among other factors. In early September 2023, following consideration given to the possibility that a potential combination between Sirius XM Holdings and the Liberty SiriusXM Group could present a mutually beneficial opportunity to rationalize the capital structure of both companies, Gregory B. Maffei, President and Chief Executive Officer of Liberty Media, contacted Mr. Hartenstein to indicate that Liberty Media may be interested in discussing a potential transaction between Sirius XM Holdings and Liberty Media.

On September 10, 2023, representatives of J.P. Morgan Chase & Co. (J.P. Morgan), financial advisor to Liberty Media, held a call with Solomon Partners to discuss the ownership structure of Sirius XM Holdings and considerations related to Liberty Media’s ownership interest. Shortly thereafter, a representative of Liberty Media requested a call with Debevoise.

On September 11, 2023, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. Representatives of Solomon Partners reported on their conversation with J.P. Morgan the previous day, and Debevoise reported on the outreach from Liberty Media. The Special Committee requested that Debevoise accept the call with Liberty Media and report back to the Special Committee.

On September 14, 2023, representatives of Liberty Media, together with representatives of O’Melveny & Myers LLP (O’Melveny), Liberty Media’s legal counsel, held a call with representatives of Debevoise. During

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that call, Liberty Media and O’Melveny asked whether the Special Committee would consider submitting an initial proposal to Liberty Media with regard to a possible combination.

On September 18, 2023, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present, to discuss the September 14 call among Debevoise, O’Melveny and Liberty Media. After discussion, the Special Committee requested that Debevoise inform O’Melveny that the Special Committee did not plan to make any proposal to Liberty Media, but would be willing to consider any such proposal made by Liberty Media. Debevoise relayed this message to O’Melveny later that day.

On the morning of September 22, 2023, a video conference was held among representatives of Liberty Media, representatives of J.P. Morgan, the Special Committee, Solomon Partners and Debevoise. During the meeting, J.P. Morgan presented a proposal for a business combination between the Liberty SiriusXM Group and Sirius XM Holdings, structured as a tax-free transaction (the Potential Transaction) that would result in a surviving company with a single class of common stock and no controlling stockholder (the Liberty Proposal). During the meeting, representatives of Liberty Media and J.P. Morgan cited multiple reasons for the Liberty Proposal, including that such a transaction would rationalize Sirius XM Holdings’ common stock structure, enhance trading dynamics by eliminating market overhang, allow management to focus on the operational aspects of the business, facilitate inclusion in stock indices and create an improved currency for future mergers and acquisitions. The Liberty Proposal contemplated a three-step structure whereby (a) Liberty Media would form a new entity, New Sirius, that would acquire the assets attributed to the Liberty SiriusXM Group and assume the liabilities attributed to the Liberty SiriusXM Group (including approximately $1.75 billion of indebtedness), (b) Liberty Media would redeem the shares of Liberty SiriusXM Common Stock in exchange for shares of New Sirius Common Stock at an Exchange Ratio calculated based upon each underlying Liberty Owned SiriusXM Share being exchanged (the Underlying Share Ratio) for 1.05 shares of New Sirius Common Stock and (c) New Sirius would merge with Sirius XM Holdings and the holders of Sirius XM Common Stock (other than New Sirius and its subsidiaries) would be entitled to receive, for each share of Sirius XM Common Stock, (i) one share of New Sirius Common Stock and (ii) $0.55 in cash, as consideration for the assumption of the Liberty SiriusXM Group net indebtedness by New Sirius. The Liberty Proposal also specifically contemplated New Sirius’ assumption of the other liabilities attributed to the Liberty SiriusXM Group, including certain litigation liabilities, equity awards with respect to Liberty SiriusXM Common Stock and certain contingent tax liabilities related to prior transactions.

Later that morning, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. During the meeting, representatives of Solomon Partners and Debevoise summarized their initial reactions to the Liberty Proposal and identified areas where the Special Committee and its advisors would require additional information, which included the proposed Exchange Ratio (including the proposed Underlying Share Ratio) and the proposed assumption by New Sirius of the liabilities of the Liberty SiriusXM Group related to equity awards and litigation and tax liabilities.

Later that day, representatives of J.P. Morgan sent written materials to representatives of Solomon Partners summarizing the terms of the Liberty Proposal, which Solomon Partners provided to the Special Committee, and, at the Special Committee’s direction, representatives of Solomon Partners sent to representatives of J.P. Morgan a list of questions prepared by Solomon Partners and Debevoise relating to the Liberty Proposal. Thereafter, the parties engaged in due diligence discussions and communications from time to time.

On September 23, 2023, representatives of J.P. Morgan and Solomon Partners spoke by telephone to discuss the terms of the Liberty Proposal, including the rationale for the proposed Exchange Ratio (including the proposed Underlying Share Ratio) and whether J.P. Morgan had considered alternative structures for the Potential Transaction.

On September 26, 2023, Liberty Media filed an amendment to its Schedule 13D with respect to Sirius XM Holdings with the SEC, disclosing the terms of the Liberty Proposal.

Also on September 26, 2023, representatives of J.P. Morgan and Solomon Partners spoke by telephone. During the call, representatives of Solomon Partners informed representatives of J.P. Morgan that the Special

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Committee and its advisors were analyzing the Liberty Proposal and the representatives again discussed the proposed Exchange Ratio (including the proposed Underlying Share Ratio), as well as alternative structures.

Later that day, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. During the meeting, representatives of Solomon Partners summarized the calls held with J.P. Morgan earlier that morning and on September 23, and reviewed with the Special Committee Solomon Partners’ preliminary analysis of the Liberty Proposal. The Special Committee discussed the proposed Exchange Ratio (including the proposed Underlying Share Ratio), the proposed assumption of the Liberty SiriusXM Group indebtedness, the proposed assumption of the Liberty SiriusXM Group options and the proposed allocation of potential tax and litigation liabilities, focusing on the impact of the terms of the Liberty Proposal on Sirius XM Holdings and its minority stockholders and potential alternatives to such terms. Debevoise also advised the members of the Special Committee regarding their fiduciary duties in connection with the Potential Transaction.

On September 27, 2023, the Special Committee held a video conference with representatives of the management team of Sirius XM Holdings (the Sirius XM Holdings management team), at which representatives of Debevoise, Solomon Partners and Simpson Thacher, legal counsel to Sirius XM Holdings, were also present. During the meeting, members of the Sirius XM Holdings management team discussed their initial reactions to the Liberty Proposal, which included views regarding the possible additional indebtedness Sirius XM Holdings could incur as part of the Potential Transaction, various corporate governance matters, and the degree to which the Potential Transaction would affect the Sirius XM Holdings management team’s flexibility in operating the business as a result of the covenants that would likely be necessary to protect the tax-free nature of the Potential Transaction. Representatives of Solomon Partners discussed the terms of the Liberty Proposal with the Special Committee, and the Special Committee discussed with the Sirius XM Holdings management team the proposed Exchange Ratio (including the proposed Underlying Share Ratio), assumption of the Liberty SiriusXM Group indebtedness, assumption of the Liberty SiriusXM Group options and allocation of potential tax and litigation liabilities, as well as governance of Sirius XM Holdings following the Potential Transaction.

On September 29, 2023, representatives of Debevoise and Skadden Arps, tax counsel to Liberty Media, held a video conference to discuss structuring of the Potential Transaction as well as tax considerations related to the assumption by New Sirius of indebtedness attributed to the Liberty SiriusXM Group.

On October 5, 2023, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. During the meeting, representatives of Solomon Partners and Debevoise presented a summary of their analyses of the Liberty Proposal, which reviewed various aspects of the Liberty Proposal and also contained potential counterproposals, including (a) the possibility of structuring the Potential Transaction in a way that would reduce the amount of New Sirius Common Stock received by former holders of Liberty SiriusXM Common Stock to provide consideration to the Sirius XM Holdings minority stockholders for liabilities of the Liberty SiriusXM Group assumed in the Potential Transaction, in lieu of a cash payment to such minority stockholders, (b) different proposed Underlying Share Ratios and (c) agreeing to assume certain liabilities of the Liberty SiriusXM Group only in exchange for adequate consideration to the Sirius XM Holdings minority stockholders. Following discussion, the Special Committee determined that the Liberty Proposal, if structured appropriately and with fair consideration payable to the Sirius XM Holdings minority stockholders, could be beneficial to Sirius XM Holdings and its minority stockholders, including because it would result in a surviving company with a simplified capital structure and no controlling stockholder.

Also during the meeting, the Special Committee discussed whether to require that any Potential Transaction be approved by holders of a majority of Sirius XM Common Stock held by the Sirius XM Holdings minority stockholders. The Special Committee determined that, given the relatively small public float of Sirius XM Holdings, imposing a majority-of-the-minority stockholder vote requirement would create a meaningful risk that the Potential Transaction could fail to be consummated if activist investors sought to block the transaction, despite the Special Committee’s recommendation in favor of such transaction based on its belief that the transaction would be in the best long term interests of Sirius XM Holdings and its minority stockholders, and that, notwithstanding the potential benefits of a majority-of-the-minority vote

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requirement, it would not be in the best interests of the Sirius XM Holdings minority stockholders to subject a Potential Transaction to this meaningful risk.

Following further discussion at this meeting, the Special Committee determined to make a counterproposal to the Liberty Proposal, which would include (a) an Exchange Ratio calculated based upon a 1:1 Underlying Share Ratio, (b) accepting a structure whereby the Sirius XM Holdings minority stockholders receive cash consideration for net liabilities of the Liberty SiriusXM Group assumed by New Sirius in connection with the Potential Transaction, including for any assumed indebtedness, equity awards and tax liabilities, (c) New Sirius not bearing the cost of litigation liabilities related to the Potential Transaction, (d) agreeing that such a transaction would not require a majority-of-the-minority stockholder vote and (e) agreeing to discuss certain governance matters, such as the composition of the New Sirius board of directors, at a later date. The Special Committee directed Solomon Partners to convey this response to the Liberty Proposal to J.P. Morgan.

Solomon Partners then left the meeting, and the Special Committee unanimously approved entry into an engagement letter with Solomon Partners to serve as independent financial advisor to the Special Committee in connection with the Potential Transaction, which was entered into by and among Solomon Partners, the Special Committee and Sirius XM Holdings, effective as of September 28, 2023. The Special Committee determined to engage Solomon Partners to continue serving as its financial advisor because Solomon Partners is a nationally recognized investment banking firm with substantial experience in the media and entertainment industries and with transactions similar to the Potential Transaction, as well as Solomon Partners’ familiarity with Sirius XM Holdings and the quality of Solomon Partners’ work in its role advising the Special Committee on a prior matter involving Sirius XM Holdings’ capital allocation policy and Liberty Media’s ownership interest in Sirius XM Holdings. The Special Committee made this determination after taking into account the disclosures made by Solomon Partners to the Special Committee regarding any financial advisory and investment banking relationships during the past two years with each of Sirius XM Holdings and Liberty Media and their respective affiliates, at the time of such engagement (which was subsequently reconfirmed in connection with Solomon Partners’ delivery of its written opinion to the Special Committee on December 11, 2023), as more fully described in the section entitled “The Proposed Transactions — Opinion of Financial Advisor to the Special Committee” beginning on page 98 of this proxy statement/notice/prospectus/information statement.

Later that day, representatives of Solomon Partners held a call with representatives of J.P. Morgan to discuss the Special Committee’s counterproposal.

On October 8, 2023, representatives of Liberty Media, O’Melveny and Debevoise held a video conference to discuss the treatment of potential liabilities of the Liberty SiriusXM Group related to litigation involving Liberty Media as controlling stockholder of Sirius XM Holdings, and whether New Sirius would assume such liabilities if the Sirius XM Holdings minority stockholders were provided appropriate consideration in connection with such assumption. Representatives of Liberty Media explained their view that Liberty Media would not retain such liabilities because all assets and liabilities attributed to the Liberty SiriusXM Group would need to remain with New Sirius. They further explained that Liberty Media’s management and allocation policies did not permit liabilities of one tracking stock group to be attributed to another tracking stock group without the assuming group receiving fair value for the assumption of such liabilities, in each case as determined by the Liberty Media board of directors in the exercise of its fiduciary duties. Liberty Media’s representatives confirmed that, under the circumstances, it was Liberty Media’s view that reattributing any Liberty SiriusXM Group liabilities to one of the remaining tracking stock groups in connection with the Potential Transaction would be inconsistent with the fiduciary duties of the Liberty Media board of directors.

On October 9, 2023, representatives of Liberty Media, Sirius XM Holdings, O’Melveny, J.P. Morgan, Debevoise, Simpson Thacher, Morgan Stanley & Co. LLC (Morgan Stanley), financial advisor to Sirius XM Holdings, and Solomon Partners, held a video conference. During the meeting, the representatives discussed details of the indebtedness of the Liberty SiriusXM Group proposed to be assumed by New Sirius in the Potential Transaction and the effects of such assumption, including any required actions by Sirius XM Holdings with respect to its existing indebtedness as well as how the Potential Transaction could likely affect Sirius XM Holdings’ credit rating.

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Later that day, O’Melveny sent Debevoise initial drafts of the Merger Agreement, the Reorganization Agreement, the Tax Sharing Agreement and an agreement to terminate the existing tax sharing agreement between Liberty Media and Sirius XM Holdings.

On October 10, 2023, representatives of J.P. Morgan and Solomon Partners held a call to discuss a revised proposal from Liberty Media for the terms of the transaction, which included an Exchange Ratio calculated based upon a 1:1.01 Underlying Share Ratio and consideration to the Sirius XM Holdings minority stockholders for certain net tax liabilities related to the deemed exchange of indebtedness attributed to the Liberty SiriusXM Group in connection with the Potential Transaction, but not for the costs of assuming outstanding equity awards granted by the Liberty SiriusXM Group or for certain other costs incurred as a result of the assumption of indebtedness.

Later that day, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. During the meeting, representatives of Solomon Partners reported on the call with J.P. Morgan held earlier that day, and representatives of Debevoise reported on the call held on October 8 between Debevoise, O’Melveny and Liberty Media regarding New Sirius’ assumption of certain potential litigation liabilities of the Liberty SiriusXM Group. The Special Committee determined that the Sirius XM Holdings minority stockholders should be provided consideration for these and any other identified net liabilities of the Liberty SiriusXM Group that would be assumed by New Sirius in connection with the Potential Transaction and requested that Solomon Partners convey this view to J.P. Morgan (which representatives of Solomon Partners promptly did).

On October 11, 2023, representatives of O’Melveny and Debevoise held a video conference to discuss board and stockholder approvals that would be required in connection with the Potential Transaction, as well as potential alternatives to, or adequate consideration to the Sirius XM Holdings minority stockholders in exchange for, New Sirius’ assumption of equity awards granted by the Liberty SiriusXM Group and liabilities related to pending litigation involving the Liberty SiriusXM Group as well as potential litigation that could arise in connection with the Potential Transaction.

On October 15, 2023, representatives of Liberty Media, O’Melveny, Debevoise, Potter Anderson & Corroon LLP (Potter Anderson), Delaware counsel to Liberty Media, and Morris, Nichols, Arsht & Tunnell LLP (MNAT), Delaware counsel to the Special Committee, held a video conference to discuss the treatment of liabilities attributed to the Liberty SiriusXM Group related to pending litigation involving Liberty Media, as well as potential litigation that could arise in connection with the Potential Transaction.

On October 17, 2023, representatives of Debevoise and Skadden Arps held a video conference to discuss potential structuring alternatives for the Potential Transaction.

On October 19, 2023, representatives of Debevoise, O’Melveny and Simpson Thacher held a video conference to discuss the portability of certain debt instruments attributed to the Liberty SiriusXM Group contemplated to be assumed by New Sirius in the Potential Transaction.

Later that day, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present, to discuss certain key issues identified by Debevoise in the drafts of the Merger Agreement and Reorganization Agreement received from O’Melveny on October 9. The Special Committee discussed the transaction approvals required in connection with the Potential Transaction and Liberty Media’s proposal that New Sirius assume the current and future potential litigation liabilities attributed to the Liberty SiriusXM Group. Representatives of Solomon Partners and Debevoise presented a summary of their analyses regarding the potential treatment of equity awards granted by the Liberty SiriusXM Group, which included a proposal that such equity awards would be assumed by New Sirius as long as the current holders of Liberty SiriusXM Common Stock would bear the dilution of such equity awards through an adjustment to the Exchange Ratio (which would have the effect of reducing the number of shares of New Sirius Common Stock received by former holders of Liberty SiriusXM Common Stock in the Potential Transaction).

On October 20 and 21, 2023, representatives of Solomon Partners and J.P. Morgan held calls during which J.P. Morgan relayed a proposal from Liberty Media that the Sirius XM Holdings minority stockholders be provided consideration for the assumption by New Sirius of the Liberty SiriusXM Group liabilities through an adjustment to the Exchange Ratio that would be determined by valuing the Liberty SiriusXM

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Group net liabilities for which such consideration would be provided at an agreed price for Sirius XM Common Stock (the Reference Price) with the intended effect of reducing the number of shares of New Sirius Common Stock to be received by the former holders of Liberty Sirius XM Common Stock in the Potential Transaction. J.P. Morgan further explained that this consideration would be provided in lieu of a cash payment to the Sirius XM Holdings minority stockholders, that Liberty Media believed should be economically neutral for the Sirius XM Holdings minority holders, and further that Liberty Media proposed that the Reference Price be determined immediately prior to the signing of any Potential Transaction.

On October 22, 2023, Debevoise sent revised drafts of the Merger Agreement and Reorganization Agreement to O’Melveny. The material open issues included (a) whether the Sirius XM Holdings minority stockholders would be provided consideration for New Sirius’ assumption of the Liberty SiriusXM Group liabilities in the form of an adjustment to the Exchange Ratio or in cash and, if an adjustment, the method that would be used to determine the Reference Price, (b) the types and amounts of liabilities assumed by New Sirius for which the Sirius XM Holdings minority stockholders would be provided consideration, (c) the Exchange Ratio (including the Underlying Share Ratio), (d) the transaction structure, including whether Sirius XM Holdings would be the surviving corporation in any merger, (e) whether New Sirius would assume liabilities of Liberty Media attributed to the Liberty SiriusXM Group related to pending and potential future litigation, (f) whether significant stockholders of the Liberty SiriusXM Group would sign a voting agreement agreeing to vote in favor of the Potential Transaction and (g) the allocation of fees and expenses among the parties.

Also on that day, Debevoise sent O’Melveny a list of outstanding diligence questions prepared by Simpson Thacher and Debevoise relating to the assets and liabilities of the Liberty SiriusXM Group contemplated to be contributed to New Sirius in the Potential Transaction. The parties continued to engage in due diligence discussions from time to time thereafter.

On October 23, 2023, representatives of Debevoise and O’Melveny held a video conference to discuss certain open items in the draft Merger Agreement and Reorganization Agreement, including (a) the costs associated with New Sirius’ assumption of indebtedness attributed to the Liberty SiriusXM Group, (b) whether the consideration to the Sirius XM Holdings minority stockholders for New Sirius’ assumption of the Liberty SiriusXM Group liabilities would be in the form of an adjustment to the Exchange Ratio or cash and, if an adjustment, the method that would be used to determine the Reference Price, (c) the Special Committee’s request that significant stockholders of Liberty SiriusXM Common Stock sign a voting agreement agreeing to vote in favor of the Potential Transaction and (d) whether New Sirius would assume liabilities of Liberty Media attributed to the Liberty SiriusXM Group related to pending and potential future litigation.

Later on October 23, 2023, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. Representatives of Solomon Partners reported on the October 20 and 21 calls with J.P. Morgan, and the Special Committee discussed Liberty Media’s proposal that the consideration to the Sirius XM Holdings minority stockholders for the assumption of the Liberty SiriusXM Group liabilities be in the form of an adjustment to the Exchange Ratio rather than a cash payment and, if an adjustment, the method that would be used to determine the Reference Price. The Special Committee requested that Debevoise discuss these matters with O’Melveny.

On October 25, 2023, representatives of Liberty Media, Debevoise, O’Melveny, MNAT and Potter Anderson held a meeting to discuss (a) whether, and to what extent, New Sirius could assume pending or future potential litigation liabilities of Liberty Media attributed to the Liberty SiriusXM Group and (b) the reasons for Liberty Media’s request that the consideration to the Sirius XM Holdings minority stockholders for the assumption of the Liberty SiriusXM Group liabilities be in the form of an adjustment to the Exchange Ratio rather than a cash payment as it had initially proposed, including Liberty Media’s view that stock consideration would allow New Sirius to enjoy a lower leverage ratio and that an all-stock transaction was likely to be completed more quickly.

Later that day, representatives of Skadden Arps and Debevoise held a call to discuss the transaction structure. Following the call, Skadden Arps sent Debevoise a revised structure deck reflecting the discussion.

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The parties continued to discuss the transaction structure and negotiate the terms of the Tax Sharing Agreement in the weeks that followed.

On October 31, 2023, Debevoise sent O’Melveny a draft of the voting agreement, which provided, among other things, that certain significant holders of Liberty SiriusXM Common Stock would agree to vote all of their respective shares of Liberty SiriusXM Common Stock beneficially owned by them in favor of the Split-Off Proposal, except that if there was a Liberty Adverse Recommendation Change, only a portion of such shares of Liberty SiriusXM Common Stock would be required to be voted in favor of the Split-Off Proposal.

On November 2, 2023, J.P. Morgan sent Solomon Partners a list of open issues related to the Potential Transaction based on the drafts of the Merger Agreement and Reorganization Agreement sent by Debevoise on October 22, which Mr. Maffei had raised on a call with representatives of Solomon Partners on October 31, and which was then sent by Solomon Partners to the Special Committee and Debevoise. The list included (a) the method and mechanism of providing consideration to the Sirius XM Holdings minority stockholders for liabilities of the Liberty SiriusXM Group assumed by New Sirius in the Potential Transaction, (b) a proposal that New Sirius assume potential liabilities of Liberty Media attributed to the Liberty SiriusXM Group arising from pending litigation and potential litigation that could arise in connection with the Potential Transaction, (c) providing consideration to the Sirius XM Holdings minority stockholders for the costs of New Sirius assuming certain convertible notes of the Liberty SiriusXM Group, (d) Liberty Media’s proposal to offset the consideration to the Sirius XM Holdings minority stockholders to reflect expenses incurred by Sirius XM Holdings and the Special Committee in connection with the Potential Transaction and a fee proposed to be paid to Liberty Media in connection with certain tax equity investments that were primarily arranged and structured by Liberty Media and offered to Sirius XM Holdings for acquisition (the Carbon Capture Transaction Fee) and (e) the voting agreement.

On November 7, 2023, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. During the meeting, representatives of Solomon Partners and Debevoise discussed the issues list sent by J.P. Morgan on November 2. The Special Committee discussed these items, as well as the advantages and disadvantages of compensating the Sirius XM Holdings minority stockholders through an adjustment to the Exchange Ratio instead of a cash payment. The Special Committee determined that it could agree to an all-stock transaction if the parties were able to agree to a Reference Price that the Special Committee determined to be in the best interests of the Sirius XM Holdings minority stockholders.

On November 8, 2023, representatives of Debevoise, Liberty Media and O’Melveny held a video conference to discuss the material open issues in the Potential Transaction. Later that day, representatives of Debevoise and Liberty Media held a meeting at Solomon Partners’ office in New York, New York and via video conference to discuss such material open issues.

Later that day, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. Representatives of Debevoise and Solomon Partners provided an update to the Special Committee on the discussions with representatives of Liberty Media earlier that day. The Special Committee directed Solomon Partners to further analyze the advantages and disadvantages of an all-stock transaction, including a range of Reference Prices that could be used for the Special Committee’s informational purposes, in connection with the negotiations regarding the Reference Price.

On November 10, 2023, O’Melveny sent Debevoise revised drafts of the Merger Agreement and the Reorganization Agreement. Material open items reflected in the drafts included (a) the method and mechanism of compensating the Sirius XM Holdings minority stockholders for net liabilities of the Liberty SiriusXM Group assumed by New Sirius in the Potential Transaction, (b) the allocation of risks related to Sirius XM Holdings’ financing of the Potential Transaction, (c) the terms and conditions under which Sirius XM Holdings minority stockholders would receive compensation for certain liabilities of the Liberty SiriusXM Group related to pending or potential litigation being assumed by New Sirius, (d) Liberty Media’s proposal to offset consideration to the Sirius XM Holdings minority stockholders by amounts reflecting the expenses of the Special Committee and the Carbon Capture Transaction Fee, (e) compensating the Sirius XM Holdings minority stockholders for the costs of New Sirius assuming convertible notes of the Liberty SiriusXM Group, (f) the size of the termination fee payable by Liberty Media to Sirius XM Holdings in the

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event of a termination as a result of a Liberty Adverse Recommendation Change, which Liberty Media proposed would equal 2% of the value of the shares of Sirius XM Common Stock held by the Sirius XM Holdings minority stockholders and (g) the voting agreement.

On November 13, 2023, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. The Special Committee discussed the open items in the draft Merger Agreement and Reorganization Agreement sent by O’Melveny on November 10. The Special Committee directed Solomon Partners to continue conducting its analysis of the Reference Price.

On November 17, 2023, representatives of Debevoise held a video conference with counsel to Mr. Malone to discuss the voting agreement. Representatives of Debevoise informed such counsel that the Special Committee would not be willing to enter into the Potential Transaction without the voting agreement.

On November 21, 2023, Debevoise sent O’Melveny revised drafts of the Merger Agreement and Reorganization Agreement. Material open issues reflected in the drafts included (a) the terms and conditions under which Sirius XM Holdings minority stockholders would be provided compensation relating to certain liabilities of the Liberty SiriusXM Group related to pending or potential litigation being assumed by New Sirius, (b) the allocation of risk related to Sirius XM Holdings’ financing of the Potential Transaction, (c) the Special Committee’s refusal to accept an offset to the consideration to the Sirius XM Holdings minority stockholders for expenses incurred by the Special Committee or the Carbon Capture Transaction Fee, (d) compensating the Sirius XM Holdings minority stockholders for the costs of New Sirius’ assumption of convertible notes of the Liberty SiriusXM Group, including in the event such convertible notes were out of the money at the time of consummation of the Potential Transaction, (e) the size of the termination fee payable by Liberty Media to Sirius XM Holdings in the event of a termination as a result of a Liberty Adverse Recommendation Change, which the Special Committee proposed would equal 4.5% of the aggregate value of the shares of Liberty Media’s ownership stake in Sirius XM Holdings plus expense reimbursement, and (f) the voting agreement.

On November 27, 2023, representatives of Debevoise and O’Melveny held a video conference to discuss open issues in the draft Merger Agreement and Reorganization Agreement, which included (a) the request for voting agreements from certain large stockholders of Liberty SiriusXM Common Stock, (b) the method and mechanism of providing consideration to the Sirius XM Holdings minority stockholders for net liabilities of the Liberty SiriusXM Group assumed by New Sirius in the Potential Transaction, (d) the terms under which the Sirius XM Holdings minority stockholders would be compensated for New Sirius’ assumption of option awards granted by the Liberty SiriusXM Group between signing and closing, (d) the treatment of transaction expenses of Sirius XM Holdings and the Special Committee in connection with the Potential Transaction, (e) the size of the termination fee that would be payable by Liberty Media to Sirius XM Holdings in the event of a termination as a result of a Liberty Adverse Recommendation Change and (f) governance matters relating to New Sirius following a Potential Transaction.

On November 29, 2023, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. Representatives of Debevoise reported on their discussion with O’Melveny on November 27. The Special Committee reconfirmed that it would require a voting agreement from certain entities affiliated with Mr. Malone, as the largest holder of Liberty Sirius XM Common Stock, but decided it would not seek such agreement from any other holders of Liberty Sirius XM Common Stock. The Special Committee also discussed the financing commitments proposed to be obtained by Sirius XM Radio in connection with the Potential Transaction, including the possibility that J.P. Morgan, financial advisor to Liberty Media, would participate in that financing.

On November 30, 2023, representatives of Liberty Media, Debevoise, J.P. Morgan, O’Melveny, Skadden Arps and Solomon Partners held a meeting at Liberty Media’s offices in Englewood, Colorado. During the meeting, the parties discussed the open issues in the drafts of the Merger Agreement and Reorganization Agreement, including (a) the method and mechanism of providing consideration to the Sirius XM Holdings minority stockholders for net liabilities of the Liberty SiriusXM Group assumed by New Sirius in the Potential Transaction, (b) Liberty Media’s proposal that New Sirius assume certain contingent tax liabilities related to prior transactions that have been attributed to the Liberty SiriusXM Group, (c) the terms and conditions under which the Sirius XM Holdings minority stockholders would receive a compensatory payment relating to certain liabilities of the Liberty SiriusXM Group related to

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pending or potential litigation being assumed by New Sirius, (d) the size of the termination fee that would be payable by Liberty Media to Sirius XM Holdings in the event of a termination as a result of a Liberty Adverse Recommendation Change, (e) Liberty Media’s proposal that Sirius XM Holdings bear the Carbon Capture Transaction Fee, (f) the treatment of the transaction expenses of Sirius XM Holdings and the Special Committee, for which Liberty Media stated it was no longer requesting compensation, (g) consideration to the Sirius XM Holdings minority stockholders for New Sirius’ assumption of equity awards granted by the Liberty SiriusXM Group between signing and closing and (h) governance matters relating to New Sirius following the Potential Transaction.

Later on November 30, 2023, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. Representatives of Debevoise and Solomon Partners summarized the material issues discussed at the meeting with Liberty Media and its advisors. After discussion, the Special Committee decided to propose (a) an all-stock transaction using a Reference Price based on the trading price for Sirius XM Common Stock prior to public disclosure of the Liberty Proposal, with the Special Committee specifically proposing $4.01 per share, which was the closing price of Sirius XM Common Stock on the day prior to the announcement of Liberty Media’s proposal for the Potential Transaction, (b) that New Sirius would assume potential Liberty SiriusXM Group litigation liabilities in connection with the Potential Transaction, provided the Sirius XM Holdings minority stockholders would, under certain circumstances, receive certain compensatory payments, and that New Sirius would assume certain contingent tax liabilities subject to further due diligence regarding such liabilities, (c) that there be no offset to the consideration to the Sirius XM Holdings minority stockholders for the Carbon Capture Transaction Fee, (d) a termination fee of $450 million payable by Liberty Media in the event of a termination as a result of a Liberty Adverse Recommendation Change and (e) that post-closing governance matters relating to New Sirius would be discussed following resolution of the other material outstanding issues.

That same day, following the meeting with the Special Committee, representatives of Liberty Media, J.P. Morgan, O’Melveny, Skadden Arps, Debevoise and Solomon Partners reconvened at Liberty Media’s offices and discussed the Special Committee’s proposal. Liberty Media presented a counteroffer, which included using a Reference Price of $4.80 per share, which was its calculation of the 20-day volume-weighted average closing price of Sirius XM Common Stock on November 30, 2023 (as an estimate of what such average closing price would be prior to signing of the Potential Transaction). After further discussion, at the direction of the Special Committee, representatives of Debevoise and Solomon Partners informed representatives of Liberty Media and its advisors that Liberty Media’s proposal regarding the Reference Price was not acceptable, and the meeting concluded.

On December 2, 2023, the Special Committee held a video conference with representatives of the Sirius XM Holdings management team, Simpson Thacher, Morgan Stanley, Debevoise and Solomon Partners. The Sirius XM Holdings management team led a discussion of certain items in connection with the Potential Transaction, including (a) the operational restrictions on the business of Sirius XM Holdings imposed by certain tax covenants in the draft Merger Agreement and Tax Sharing Agreement, (b) the assumption by New Sirius of certain contingent tax liabilities related to prior transactions that have been attributed to the Liberty SiriusXM Group, (c) the due diligence that the Sirius XM Holdings management had undertaken regarding the assets and liabilities of the Liberty SiriusXM Group to be assumed by New Sirius in the Potential Transaction, (d) New Sirius’ assumption of certain liabilities of the Liberty SiriusXM Group relating to pending and potential litigation, (e) post-transaction governance matters, including proposed amendments to the New Sirius charter and bylaws and whether New Sirius should initially have a staggered board of directors, with a sunset provision, following the Potential Transaction, (f) the possibility of effecting a reverse stock split of Sirius XM Holdings in connection with the Potential Transaction and (vii) the adoption of a long-term incentive plan for New Sirius. The Special Committee determined that if the Sirius XM Holdings compensation committee approved a long-term incentive plan for New Sirius, then adoption of such a plan should be included in the Reorganization Agreement in connection with the Potential Transaction and submitted to the New Sirius board of directors and stockholders for approval.

Later that day, the Special Committee reconvened with representatives of Debevoise and Solomon Partners present, and further discussed the foregoing matters, including whether Sirius XM Holdings should effect a reverse stock split in connection with the Potential Transaction and whether to adopt a staggered board of directors of New Sirius following the Potential Transaction.

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Later that day, representatives of Debevoise, O’Melveny and Skadden Arps discussed tax requirements related to the composition of the board of directors of Sirius XM Holdings following the Potential Transaction.

On December 3, 2023, O’Melveny sent Debevoise revised drafts of the Merger Agreement and the Reorganization Agreement. Material open issues reflected in the drafts included (a) the composition of the board of directors of New Sirius following the Potential Transaction, (b) the Reference Price, (c) the consideration to the Sirius XM Holdings minority stockholders for New Sirius’ assumption of equity awards granted by the Liberty SiriusXM Group between signing and closing, (d) Liberty Media’s proposal that Sirius XM Holdings bear the Carbon Capture Transaction Fee, (e) the terms and conditions under which Sirius XM Holdings minority stockholders would receive a compensatory payment relating to New Sirius’ assumption of potential liabilities of the Liberty SiriusXM Group related to pending and potential litigation and (f) an offset to the net liabilities adjustment for certain tax benefits attributed to the Liberty SiriusXM Group.

On December 4, 2023, representatives of J.P. Morgan and Solomon Partners held a video conference to discuss the economic terms of the deal, including the compensation of the Sirius XM Holdings minority stockholders for New Sirius’ assumption of equity awards granted by the Liberty SiriusXM Group between signing and closing and Liberty Media’s proposal that Sirius XM Holdings bear the Carbon Capture Transaction Fee.

Later that day, Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. During the meeting, the parties discussed the open issues in the drafts of the Merger Agreement and the Reorganization Agreement, including the fact that, as a result of tax considerations, a majority of the initial board of directors of New Sirius would need to be appointed by Liberty Media. Representatives of Solomon Partners also reported on the call with J.P. Morgan earlier that day.

On December 6, 2023, Debevoise sent O’Melveny revised drafts of the Merger Agreement and Reorganization Agreement. The next day, O’Melveny sent Debevoise a list of open issues in the draft Merger Agreement and Reorganization Agreement, including (a) the allocation of risks related to Sirius XM Holdings’ financing of the Potential Transaction, (b) the consideration to the Sirius XM Holdings minority stockholders for New Sirius’ assumption of equity awards granted by the Liberty SiriusXM Group between signing and closing, (c) criteria for determining the composition of the board of directors of New Sirius following the Potential Transaction and whether there would be a staggered board of directors, (d) the terms and conditions under which Sirius XM Holdings minority stockholders would receive a compensatory payment relating to certain Liberty SiriusXM Group liabilities related to pending or potential litigation being assumed by New Sirius and (e) the Special Committee’s rejection of Liberty Media’s proposal that Sirius XM Holdings bear the Carbon Capture Transaction Fee.

On December 7, 2023, representatives of O’Melveny and Debevoise held a video conference to discuss the open issues in the transaction documents.

Also on December 7, 2023, representatives of Debevoise, Simpson Thacher, Sirius, Liberty Media and O’Melveny held a video conference to discuss the financing provisions of the Merger Agreement and Reorganization Agreement.

On December 8, 2023, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. During the meeting, the Special Committee discussed the advantages and disadvantages of Sirius XM Holdings effecting a reverse stock split in connection with the Potential Transaction, as well as the advantages and disadvantages of New Sirius adopting a staggered board of directors upon consummation of a Potential Transaction.

Also, on December 8, 2023, the board of directors of Liberty Media, together with representatives of Liberty Media’s management, J.P. Morgan and Potter Anderson, reviewed a presentation on the financial and legal terms of the Potential Transaction and discussed the history of the negotiations with the Special Committee, as well as the remaining open issues between the parties. During the meeting, the Liberty Media board of directors considered the advantages and disadvantages of the Potential Transaction and the reasons for completing the same on the terms outlined to the Liberty Media board of directors. At the

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conclusion of the discussion, the Liberty Media board of directors authorized Liberty Media’s management to proceed with the negotiations and provide an update as soon as practicable.

In the morning of December 9, 2023, O’Melveny sent Debevoise revised drafts of the Merger Agreement and Reorganization Agreement. Open issues in the drafts included (a) the consideration to the Sirius XM Holdings minority stockholders for New Sirius’ assumption of equity awards with respect to Liberty SiriusXM Common Stock granted by Liberty Media between signing and closing, (b) criteria for determining the composition of the board of directors of New Sirius following the Potential Transaction, (c) the terms and conditions under which Sirius XM Holdings minority stockholders would receive a compensatory payment relating to certain Liberty SiriusXM Group liabilities related to pending or potential litigation being assumed by New Sirius and (d) Liberty Media’s proposal that Sirius XM Holdings bear the Carbon Capture Transaction Fee.

Also on December 9, 2023, representatives of Solomon Partners held a video-conference with representatives of J.P. Morgan to discuss the Reference Price. Following consultation with the Special Committee, representatives of Solomon Partners suggested using $4.14 as the Reference Price, which was their calculation of the 10-day volume-weighted average price of Sirius XM Common Stock as of the day prior to the public announcement of the Liberty Proposal. On a call later that day between representatives of Solomon Partners and J.P. Morgan, representatives of J.P. Morgan suggested using $4.67 as the Reference Price, which was their estimated calculation of the 60-day volume-weighted average closing price of Sirius XM Common Stock prior to the public announcement of the Potential Transaction.

Later that morning, the Special Committee held a video conference with representatives of Debevoise and Solomon Partners present. During the meeting, representatives of Debevoise and Solomon Partners summarized their calls with representatives of Liberty Media and its advisors earlier that morning, and the Special Committee discussed the remaining open items in the drafts of the Merger Agreement and Reorganization Agreement. The Special Committee decided to propose: (a) a Reference Price of $4.23 per share of Sirius XM Common Stock, which was its calculation of the 20-day volume-weighted average price of Sirius XM Common Stock as of the day prior to the public announcement of the Liberty Proposal, (b) that there be no offset to the consideration to the Sirius XM Holdings minority stockholders for the Carbon Capture Transaction Fee, (c) that New Sirius would assume the option awards granted by the Liberty SiriusXM Group between signing and closing, provided the Sirius XM Holdings minority stockholders were compensated by an amount equal to the fair value of such option awards, and (d) that New Sirius would have a nine-member board of directors following the Potential Transaction, five of whom would be designated by Liberty Media, and four of whom would be designated by Sirius XM Holdings (in each case, subject to agreed independence requirements). The Special Committee requested that Debevoise communicate this proposal to Liberty Media and its advisors.

Throughout the day on December 9 and 10, 2023, the parties negotiated the open issues in the transaction agreements and resolved all of the material points, except for the Reference Price and Liberty Media’s proposal that Sirius XM Holdings bear the Carbon Capture Transaction Fee.

On the morning of December 11, 2023, Mr. Maffei called Mr. Hartenstein to inform Mr. Hartenstein that Liberty Media would agree to the Special Committee’s proposal of $4.23 for the Reference Price and to Sirius XM Holdings not bearing the Carbon Capture Transaction Fee.

Later that day, the Special Committee held a video conference, at which representatives of Debevoise and Solomon Partners were present. During the meeting, referring to written materials previously circulated to the Special Committee, Debevoise presented a summary of the key terms of the Merger Agreement and the Reorganization Agreement. Debevoise also reviewed with the members of the Special Committee their fiduciary duties in considering approval of the Potential Transaction. Referring to materials previously circulated to the Special Committee, Solomon Partners provided an overview of key aspects of the Potential Transaction, including (a) the benefits of Sirius XM Holdings having a single class of stock with no controlling stockholder, (b) the expected increase in the current Sirius XM Holdings minority stockholders’ percentage interest in New Sirius following the Potential Transaction, (c) the consideration to the Sirius XM Holdings minority stockholders for New Sirius’ assumption of the net liabilities attributed to the Liberty SiriusXM Group in connection with the Potential Transaction, and (d) the use of Sirius XM Holdings’

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share price based on the 20-day volume-weighted average trading price prior to the Liberty Proposal as the Reference Price for calculating the Exchange Ratio.

At the request of the Special Committee, Solomon Partners reviewed its financial analysis of the Exchange Ratio (including the Underlying Share Ratio) for the exchange of Sirius XM Common Stock into New Sirius Common Stock pursuant to the Merger Agreement. After discussion, at the request of the Special Committee, Solomon Partners rendered to the Special Committee an oral opinion, subsequently confirmed by delivery of a written opinion, dated December 11, 2023, to the effect that, as of such date and based upon and subject to the factors, limitations, qualifications and assumptions set forth therein, the SiriusXM Exchange Ratio was fair, from a financial point of view, to the holders of Sirius XM Common Stock (other than Liberty Media or its subsidiaries), as more fully described in the section entitled “The Proposed Transactions — Opinion of Financial Advisor to the Special Committee” beginning on page 98 of this proxy statement/notice/prospectus/information statement.

Following further discussion, the Special Committee unanimously resolved to recommend to the board of directors of Sirius XM Holdings that it approve the Potential Transaction on the terms set forth in the drafts of the Merger Agreement and Reorganization Agreement.

Following adoption of the foregoing resolutions, the members of the board of directors of Sirius XM Holdings who were not affiliated with Liberty Media and certain members of the Sirius XM Holdings management team were invited to join the meeting. During the meeting, Debevoise presented a summary of key terms of the Merger Agreement and the Reorganization Agreement, and at the request of the Special Committee, Solomon Partners summarized its financial analysis and oral opinion that had been delivered to the Special Committee.

Later that day, the board of directors of Sirius XM Holdings held a video conference, at which representatives of Debevoise, Morgan Stanley, Simpson Thacher, Solomon Partners and members of the Sirius XM Holdings management team were present. During the meeting, Debevoise presented a summary of key terms of the Merger Agreement and the Reorganization Agreement. Mr. Hartenstein stated that the Special Committee had unanimously recommended to the board of directors of Sirius XM Holdings approval of the Potential Transaction on the terms set forth in the drafts of the Merger Agreement and Reorganization Agreement. Following discussion, the board of directors of Sirius XM Holdings voted to approve the Potential Transaction and to recommend it to Sirius XM Holdings’ stockholders.

Following notice to Liberty Media that the board of directors of Sirius XM Holdings approved the Potential Transaction, the Liberty Media board of directors received a presentation regarding the Potential Transaction, including a summary of the terms of the Potential Transaction that had changed since the December 8 board of directors meeting, and unanimously approved the Potential Transaction on the terms set forth in the drafts of the Merger Agreement and Reorganization Agreement and determined to recommend to the holders of Liberty SiriusXM Common Stock to approve the Redemption.

Later that evening, following Liberty Media’s entry into the Merger Agreement and the Reorganization Agreement and the approval by written consent of a subsidiary of Liberty Media, in its capacity as majority stockholder of Sirius XM Holdings, approving the Merger Agreement and the transactions contemplated thereby (which written consent became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto), the parties entered into the Merger Agreement and the Reorganization Agreement.

On March 8, 2024, the Special Committee held a meeting, at which representatives of Debevoise and Solomon Partners were present, to discuss the proposal from the executives of Sirius XM Holdings to amend the Exchange Ratio in order to reduce the total number of outstanding shares of Sirius XM Common Stock by 90% as of immediately following the closing of the Proposed Transaction (the Amended Exchange Ratio Proposal). During the meeting, the Special Committee considered advantages and disadvantages of the Amended Exchange Ratio Proposal, as well as whether it presented any conflicts of interest between the interests of Liberty Media and the public minority stockholders of Sirius XM Holdings. Following discussion, the Special Committee concluded that it did not view the decision whether to so amend the Exchange Ratio as one involving conflicts between Liberty Media and the public minority stockholders of Sirius XM Holdings, and that the Amended Exchange Ratio Proposal should, in the first instance, be considered by the board of directors of Sirius XM Holdings.

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On March 15, 2024, the board of directors of Sirius XM Holdings held a meeting, at which executive officers of Sirius XM Holdings, representatives of Morgan Stanley and representatives of Solomon Partners were also present. During the meeting, executive officers of Sirius XM Holdings presented the Amended Exchange Ratio Proposal. The board of directors of Sirius XM Holdings discussed the advantages and disadvantages of the Amended Exchange Ratio Proposal. Following discussion, the board of directors of Sirius XM Holdings deferred to a later time any action on the Amended Exchange Ratio Proposal. Subsequently, the members of the Special Committee engaged in discussions with the other members of the board of directors of Sirius XM Holdings and, as a result of such discussions, developed the understanding that the board of directors of Sirius XM Holdings would approve the Amended Exchange Ratio Proposal if the Special Committee was willing to include it in the terms of the Proposed Transaction.

During March and April of 2024, the Nominating, Environmental, Social and Governance Committee (the NESG Committee) of the board of directors of Sirius XM Holdings considered and approved, with the consent of the Special Committee, the following individuals to serve on the board of directors (and in the following classes) of New Sirius following the closing of the Proposed Transaction: Mr. Hartenstein (Class I), Ms. Procope (Class II) and Ms. Salen (Class I). These individuals would serve on the New Sirius board of directors together with Ms. Witz (Class I), who had been designated by Sirius XM Holdings at the time of signing of the Merger Agreement, and Mr. Maffei (Class III), who had been designated by Liberty Media at the time of signing of the Merger Agreement.

From April to June of 2024, representatives of Liberty Media and Sirius XM Holdings discussed certain restructuring steps that would be desirable to improve the tax efficiency of the Proposed Transaction, including converting Sirius XM Radio from a Delaware corporation into a Delaware limited liability company prior to the Split-Off. Representatives of the parties also engaged in analyses of the actual and potential costs of such restructuring and negotiated with respect to the allocation of those costs, ultimately agreeing that Liberty Media would pay $1 million to Sirius XM Holdings for such costs. During this time, O’Melveny and Debevoise exchanged drafts of the First Amendments to give effect to the conversion of Sirius XM Radio to a Delaware limited liability company.

On May 2, 2024, representatives of O’Melveny sent the Special Committee a notice designating, in addition to Mr. Maffei, who had been designated by Liberty Media to serve on the New Sirius board of directors at the time of signing the Merger Agreement, as the Liberty Media Designees the following individuals to serve on the board of directors (and in the following classes) of New Sirius following the closing of the Proposed Transaction: Mr. Evan Malone (Class II), Mr. Meyer (Class II), Mr. Zaslav (Class III) and Mr. Rapino (Class III).

On June 12, 2024, the Special Committee held a meeting, at which representatives of Debevoise and Solomon Partners were present. During the meeting, Debevoise presented a summary of the key terms of the First Amendments, including the Amended Exchange Ratio Proposal and certain restructuring matters. Debevoise also reviewed with the members of the Special Committee their fiduciary duties in considering approval of the First Amendments. Following discussion, the Special Committee unanimously resolved to recommend to the board of directors of Sirius XM Holdings that it approve the First Amendments.

On June 14, 2024 the board of directors of Sirius XM Holdings held a video conference, at which representatives of Debevoise, Solomon Partners and members of the Sirius XM Holdings management team were present. During the meeting, Mr. Hartenstein presented a summary of key terms of the First Amendments. Mr. Hartenstein stated that the Special Committee had recommended to the board of directors of Sirius XM Holdings approval of the First Amendments on the terms set forth in the drafts of the First Amendments. Following discussion, the board of directors of Sirius XM Holdings voted to approve the First Amendments and to recommend the First Amendment to the Agreement and Plan of Merger to Sirius XM Holdings’ stockholders.

On June 14, 2024, the Liberty Media board of directors received a presentation regarding the key terms of the First Amendments, including the Amended Exchange Ratio Proposal and certain restructuring matters, and on June 15, 2024, unanimously (i) approved and declared advisable the First Amendments and the transactions contemplated thereby, (ii) reaffirmed and approved the Redemption, as amended by the First Amendment to the Reorganization Agreement, and (iii) determined to recommend to the holders

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of Liberty SiriusXM Common Stock that such holders approve the Redemption, as amended by the First Amendment to the Reorganization Agreement, at the Special Meeting.

On June 16, 2024, following the approval by written consent of a subsidiary of Liberty Media, in its capacity as majority stockholder of Sirius XM Holdings, approving the First Amendment to the Agreement and Plan of Merger and the transactions contemplated thereby (which written consent became effective immediately following the execution and delivery of the First Amendment to the Agreement and Plan of Merger by all parties thereto), the parties entered into the First Amendments.

Liberty Media’s Reasons for the Transactions

Liberty Media’s management and board of directors periodically review the performance of Liberty Media to evaluate and respond to strategic opportunities and to determine if changes to its capital structure or other strategic opportunities would better maximize stockholder value. As part of this periodic review, Liberty Media’s separation of the assets and operations of the Braves Group, and the distribution of Atlanta Braves Holdings, Inc. (ABHI) to the holders of shares of Liberty Braves common stock and Liberty Formula One Common Stock (such separation and distributions, the ABHI Split-Off Transactions) and Liberty Media’s reclassification of its then-existing common stock into three new tracking stocks in August 2023 (such reclassification, the 2023 Reclassification) were undertaken with a view, among other business reasons, to reduce the trading discount associated with Liberty Media’s tracking stocks (and in particular, Liberty Braves common stock and Liberty SiriusXM Common Stock). Following those transactions and the review of the performance of the reclassified tracking stocks, Liberty Media’s management and board of directors believed that a significant trading discount has continued to be applied to the reclassified Liberty SiriusXM Common Stock. As a result, and with the view that a combination between Sirius XM Holdings and Liberty Media’s interest therein would present a mutually beneficial opportunity to rationalize the capital structure of both companies and further reduce the trading discount associated with Liberty SiriusXM Common Stock, the Liberty Media board of directors has determined to effect another change to Liberty Media’s capital structure by implementing the Transactions.

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Address historical trading discount. Separating New Sirius is expected to meaningfully reduce (or eliminate) the discount to net asset value at which Liberty SiriusXM Common Stock has historically traded by eliminating the complexity and uncertainty associated with Liberty Media’s capital structure and creating a single-asset backed security. While the ABHI Split-Off Transactions and the 2023 Reclassification were intended, in part, to reduce the historical trading discount applied to Liberty SiriusXM Common Stock, this discount has persisted. Liberty Media believes the reasons for this discount include the complexity of the Liberty Media capital structure, multiple layers of financial reporting associated with the dual public holding company structure, uncertainty regarding future corporate opportunities at Sirius XM Holdings, uncertainty regarding Liberty Media’s plans with respect to its interest therein and uncertainty regarding the allocation of capital resources among Liberty Media’s tracking stock groups, among other things. The Transactions will eliminate all of these factors, which is expected to effectively address the historical trading discount.

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Attractive equity currency for New Sirius. The Transactions will provide New Sirius with a more attractive, asset-backed equity currency with significant float that will be available to raise capital to fund its financial needs or for future acquisitions and growth opportunities. In addition, the enhanced liquidity of this equity currency should provide New Sirius with improved opportunities for convertible debt issuances and to execute other derivative transactions with respect to New Sirius equity. In addition, in connection with the amendments to the Exchange Ratio and the SiriusXM Exchange Ratio, the Liberty Media board of directors expects that the nominal share price of New

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Sirius Common Stock immediately after the closing of the Transactions will more closely align with the price of the shares of Liberty SiriusXM Common Stock being redeemed in the Split-Off and expects the nominal price per share of New Sirius Common Stock to increase, which is designed to help improve trading dynamics in the stock and potentially increase its attractiveness to investors.

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Simplified capital and governance structure. The Transactions will eliminate the tracking stock structure and the multiple voting classes of Liberty SiriusXM Common Stock and result in New Sirius being an independent public company, with no majority stockholder and a single class of shares outstanding. The additional float provided by the Transactions is also expected to improve trading liquidity for New Sirius stockholders. This simplified ownership structure will provide New Sirius with access to a broader investor base and expanded opportunities for index inclusion. In addition, the New Sirius management team will have greater flexibility to pursue growth and capital allocation strategies without taking into consideration the existence of a controlling stockholder.

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Attract and retain qualified personnel. The Transactions are expected to enhance the ability of New Sirius to retain and attract qualified personnel. New Sirius’ independent equity currency will provide it with an effective tool for management equity compensation by enabling it to more effectively tailor employee benefit plans and retention programs and provide improved incentives to its management, employees and future hires that will better and more directly align the incentives for New Sirius’ management and employees with their performance.

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The Liberty Media board of directors also considered a number of potential negative aspects and risks in approving the Transactions, including the following:

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the risk of being unable to achieve the benefits expected from the Transactions;

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the potential disruption of the businesses of Liberty Media and Sirius XM Holdings, as its management and employees devote time and resources to completing the Split-Off and Merger;

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the substantial costs of effecting the Split-Off and Merger;

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any tax liabilities that could arise from the Split-Off as well as the possibility that the IRS could successfully assert that the Split-Off is taxable to Liberty Media and/or its stockholders;

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that the number of shares of New Sirius Common Stock to be issued in the Split-Off is based on an Exchange Ratio that does not take into account fluctuations in the share prices of Sirius XM Common Stock, and changes in the share price of Liberty SiriusXM Common Stock will not meaningfully impact the Exchange Ratio and, that, as a result, stock price changes may impact the value of the consideration expected to be received by holders of Liberty SiriusXM Common Stock in the Transactions; and

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The Liberty Media board of directors unanimously recommends that the holders of LSXMA and LSXMB vote “FOR” the Split-Off Proposal.

Sirius XM Holdings’ Reasons for the Merger

Recommendation of the Sirius XM Holdings Special Committee

On December 11, 2023, the Special Committee, consisting entirely of independent and disinterested directors of Sirius XM Holdings, unanimously (a) determined that the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, are advisable, fair to and in the best interests of Sirius XM Holdings and its stockholders, other than Liberty Media and its subsidiaries, and (b) recommended that the Sirius XM Holdings board of directors (i) determine that the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, are advisable, fair to and in the best interests of Sirius XM Holdings and its stockholders, other than Liberty Media and its subsidiaries, (ii) approve the execution and delivery of the transaction agreements and the consummation and performance by Sirius XM Holdings of the transactions contemplated thereby and (iii) recommend the adoption of the Merger Agreement to Sirius XM Holdings stockholders, other than Liberty Media and its subsidiaries.

In the course of making the determinations and the recommendation described above, the Special Committee considered a wide variety of factors, including the following factors, which the Special Committee viewed as generally supporting such determinations and recommendation:

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the Special Committee’s review and assessment of (a) the audio entertainment businesses in which members of the Sirius XM Holdings group operates and Sirius XM Holdings’ competitive position and prospects, (b) Sirius XM Holdings’ business, operations, financial condition, management, earnings, prospects and strategy and (c) the impact of historical and current financial market conditions on Sirius XM Holdings, including historical market trading prices and volatility of Sirius XM Common Stock;

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the fact that New Sirius will have a single class of “one share, one vote” common stock following the Transactions, and will no longer have a controlling stockholder, which the Special Committee believed would improve Sirius XM Holdings’ strategic flexibility;

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the Special Committee’s belief that the Transactions will result in more trading liquidity for New Sirius Common Stock and the potential for future eligibility for inclusion in stock market indexes, such as the S&P 500 Index, which the Special Committee believed would increase demand for New Sirius Common Stock;

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the fact that the holders of shares of Sirius XM Common Stock (other than Liberty Media, New Sirius and their respective subsidiaries) will be compensated, through a downward adjustment to the Exchange Ratio, for certain liabilities being assumed by New Sirius in connection with the Transactions, which takes into account, among other things, the (a) net indebtedness of the Liberty SiriusXM Group, (b) net tax liabilities of the Liberty SiriusXM Group, (c) certain liabilities attributed to the Liberty SiriusXM Group arising from the Specified Litigation Matter under certain circumstances, (d) expenses of the Liberty SiriusXM Group incurred in connection with the Transactions, (e) the dilution associated with the assumption of currently outstanding Liberty SiriusXM Group option and other equity awards, and (f) the aggregate fair value (as of the grant date) of all Liberty SiriusXM Group option awards issued between signing and closing;

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the Special Committee’s belief that the Transactions were structured in an effective and tax-efficient manner;

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the efforts made to negotiate transaction agreements that would be favorable to Sirius XM Holdings and the holders of shares of Sirius XM Common Stock (other than Liberty Media, New Sirius and their respective subsidiaries) and the terms and conditions of the fully negotiated transaction agreements;

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the efforts made to negotiate the ancillary agreements in forms that would be favorable to Sirius XM Holdings and the holders of shares of Sirius XM Common Stock (other than Liberty Media, New Sirius and their respective subsidiaries), and the terms and conditions of the fully negotiated ancillary agreements;

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the fact that, under the Merger Agreement, Liberty Media may be required to pay to Sirius XM Holdings a termination fee if the Merger Agreement is terminated under certain circumstances, including in the event of a Liberty Adverse Recommendation Change, as further described in the section entitled “Transaction Agreements — Merger Agreement — Termination” and “Transaction Agreements — Merger Agreement — Termination Fee;”

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the fact that the New Sirius board of directors will (a) consist of nine directors, a majority of whom will be independent under the Nasdaq listing rules, five of whom will be designated by Liberty Media and four of whom will be designated by Sirius XM Holdings, and (b) be classified until the third annual meeting of stockholders of New Sirius held after the Merger Effective Time, which the Special Committee believed would provide stability for a period following the completion of the Transactions;

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the fact that certain entities related to Liberty SiriusXM Group’s largest stockholder, Mr. Malone, entered into a voting agreement to vote their shares of LSXMA and LSXMB, representing approximately 48.2% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate as of October 31, 2023 in favor of the Split-Off and the other Transactions;

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the financial analyses reviewed and discussed with the Special Committee by Solomon Partners including, but not limited to, the financial analyses described in the section entitled “The Proposed Transactions — Opinion of Financial Advisor to the Special Committee;” and

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the oral opinion of Solomon Partners to the Special Committee, subsequently confirmed in writing by delivery of its written opinion to the Special Committee, dated December 11, 2023, as to the fairness, from a financial point of view and as of such date and based upon and subject to the factors, limitations, qualifications and assumptions set forth therein, of the SiriusXM Exchange Ratio to the holders of Sirius XM Common Stock (other than Liberty Media and its subsidiaries), which opinion was based on and subject to the factors, assumptions, limitations, qualifications and other matters set forth in the opinion, as more fully described in the section entitled “The Proposed Transactions — Opinion of Financial Advisor to the Special Committee.”

In the course of making the determinations and the recommendation described above, the Special Committee also considered the following factors relating to the procedural safeguards that it believed would ensure the fairness of the Transactions and permit the Special Committee to represent effectively the interests of the holders of shares of Sirius XM Common Stock (other than Liberty Media, New Sirius and their respective subsidiaries):

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the fact that the Special Committee consists of two independent and disinterested directors of Sirius XM Holdings who are not affiliated with Liberty Media, are not employees of Liberty Media or any of its affiliates (including Sirius XM Holdings), and have no financial interest in the Transactions different from, or in addition to, the interests of the holders of shares of Sirius XM Common Stock (other than Liberty Media, New Sirius and their respective subsidiaries) other than their interests described under “— Interests of Certain Persons — Interests of the Directors and Executive Officers of Sirius XM Holdings in the Transactions;”

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the fact that the Special Committee was advised by Solomon Partners, as financial advisor, and by Debevoise & Plimpton LLP, as legal advisor, each a nationally recognized firm selected by the Special Committee;

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the fact that the Special Committee conducted deliberations, in more than 20 formal meetings, during a period of approximately three months regarding the Transactions; and

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the fact that the Special Committee was aware that it had no obligation to recommend any transaction.

The Special Committee also weighed the factors described above against certain factors and potential risks associated with entering into the transaction agreements, including the following:

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the risk that the full strategic and financial benefits expected to result from the Transactions may not be realized fully or at all or may take longer to realize than expected;

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the expectation that, upon completion of the Transactions, New Sirius will be more leveraged with debt, which could adversely affect New Sirius’ future business plans, ability to raise capital, credit ratings, cash interest and financial flexibility;

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the risk that liabilities of the Liberty SiriusXM Group assumed by New Sirius in connection with the Transactions may be greater than anticipated;

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the potential for short-term downward share price pressure from the increased public float of New Sirius compared to Sirius XM Holdings and the related share churn;

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the ability of the Liberty Media board of directors under the terms of the Merger Agreement to change its recommendation in favor of the Transactions if the failure to take such action would result in a violation of their fiduciary duties, as further described in the section entitled “Transaction Agreements — Merger Agreement — Liberty Media Board Recommendation and Adverse Recommendation Change;”

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the risk that the Transactions may not be completed on the terms or timeline currently contemplated by Sirius XM Holdings and Liberty Media or at all, including for reasons outside the control of Sirius XM Holdings or Liberty Media;

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the risks to, and the costs that could be borne by, Sirius XM Holdings if the Transactions are not completed, including the potential for diversion of management and employee attention and the potential effect of the pendency of the Transactions on Sirius XM Holdings’ business and relations with customers and suppliers and other third parties;

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the risk that certain key employees of Sirius XM Holdings might choose not to remain with New Sirius following the completion of the Transactions, or that New Sirius may be unable to retain, recruit and motivate employees as a result of the announcement of, and during the pendency of, the Transactions;

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the restrictions set forth in the Merger Agreement on the conduct of Sirius XM Holdings’ business prior to completion of the Transactions, which require Sirius XM Holdings to conduct its business only in the ordinary course, subject to specified limitations, which could delay or prevent Sirius XM Holdings from undertaking business opportunities that may arise pending completion of the Transactions;

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the restrictions in the Merger Agreement on Sirius XM Holdings’ ability to solicit alternative takeover proposals prior to completion of the Transactions;

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the possibility that if the Transactions fail to qualify for their intended tax treatment, New Sirius, as well as New Sirius stockholders, could suffer material adverse consequences, as further discussed in the section entitled “U.S. Federal Income Tax Consequences;”

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the fact that, to preserve the intended tax treatment of the Transactions, the Tax Sharing Agreement will impose certain restrictions on New Sirius during the two-year period following the Transactions, including restrictions that may limit the ability of New Sirius to pursue strategic transactions that it may otherwise believe to be in the best interests of New Sirius and its stockholders or that might increase the value of its business;

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the fact that certain provisions in New Sirius’ amended and restated charter and amended and restated bylaws may discourage, delay, or prevent a change of control of New Sirius or changes in its management, including the establishment of a classified board of directors for the period of time

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prescribed by New Sirius’ amended and restated charter, which may depress the trading price of New Sirius Common Stock;

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the risk of incurring substantial expenses related to the Transactions, including in connection with any litigation that may result from the announcement or pendency of the Transactions, some of which may be payable even if the Transactions are not completed;

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the risk that the transaction agreements may be terminated in accordance with their terms prior to the Split-Off Effective Time, including the ability of each of Sirius XM Holdings and Liberty Media to terminate the Merger Agreement in the event that the Transactions have not been consummated by November 15, 2024; and

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the various other applicable risks associated with Sirius XM Holdings, New Sirius, Liberty Media and the Transactions, including the risks described in the sections entitled “Cautionary Statements Regarding Forward-Looking Statements” and “Risk Factors.”

The foregoing discussion of the information and factors considered by the Special Committee in making its determinations and recommendation described above is not intended to be exhaustive, but includes the material factors considered by the Special Committee. In view of the wide variety of factors considered in connection with its evaluation of the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, and the complexity of these matters, the Special Committee did not find it practicable to, and did not attempt to, quantify, rank, or assign any relative or specific weights to the various factors considered in reaching its determinations and making its recommendation. In addition, individual directors may have given different weights to different factors. The Special Committee considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

The foregoing discussion also contains forward-looking statements with respect to future events that may have an effect on Sirius XM Holdings’ business, financial condition, or results of operations or the future financial performance of New Sirius. See the sections entitled “Cautionary Statements Regarding Forward-Looking Statements” and “Risk Factors.”

Recommendation of the Sirius XM Holdings Board of Directors

On December 11, 2023, following the unanimous recommendation of the Special Committee, the Sirius XM Holdings board of directors, by unanimous approval of directors present, (a) determined that the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, are advisable, fair to and in the best interests of Sirius XM Holdings and its stockholders, other than Liberty Media and its subsidiaries, (b) approved the execution and delivery of the transaction agreements to which Sirius XM Holdings is a party and the consummation and performance by Sirius XM Holdings of the transactions contemplated thereby and (c) recommended to the Sirius XM Holdings stockholders, other than Liberty Media and its subsidiaries, the Merger Agreement for adoption.

In the course of making such determinations and recommendation, the Sirius XM Holdings board of directors considered the following factors:

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the Special Committee’s analyses, conclusions and unanimous determination that the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, were advisable, fair to and in the best interests of Sirius XM Holdings and its stockholders, other than Liberty Media and its subsidiaries, and its recommendation that the Sirius XM Holdings board of directors (a) determine that the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, are advisable, fair to and in the best interests of Sirius XM Holdings and its stockholders, other than Liberty Media and its subsidiaries, (b) approve the execution and delivery of the transaction agreements and the consummation and performance by Sirius XM Holdings of the transactions contemplated thereby and (c) recommend the adoption of the Merger Agreement to Sirius XM Holdings Stockholders, other than Liberty Media and its subsidiaries; and

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the fact that the Special Committee consists of two independent and disinterested directors of Sirius XM Holdings who are not affiliated with Liberty Media, are not employees of Liberty Media or

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any of its affiliates (including Sirius XM Holdings), and have no financial interest in the Transactions different from, or in addition to, the interests of the holders of shares of Sirius XM Common Stock (other than Liberty Media, New Sirius and their respective subsidiaries) other than their interests described under “— Interests of Certain Persons — Interests of the Directors and Executive Officers of Sirius XM Holdings in the Transactions.”

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that the increased market price of the New Sirius Common Stock (as compared to the current price of SiriusXM Common Stock) expected as a result of implementing the Amended Exchange Ratio Proposal:

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could improve the marketability and liquidity of New Sirius Common Stock and could encourage interest and trading in New Sirius Common Stock, which could, among other things, promote greater liquidity for shareholders with respect to those shares presently held by them;

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may allow a broader range of institutions to invest in New Sirius Common Stock (including investors that, as a matter of policy or practice, avoid or are prohibited from buying stocks that are priced below a certain threshold), potentially increasing the liquidity of New Sirius Common Stock; and

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could provide a benefit for inclusion in the S&P 500 Index and/or the S&P 400 index.

The Sirius XM Holdings board of directors also weighed the factors described above with respect to the Amended Exchange Ratio Proposal with certain factors and potential risks associated with the Amended Exchange Ration Proposal, including the potential negative market perception.

The foregoing discussion of the information and factors considered by the Sirius XM Holdings board of directors in making its determinations and recommendation is not intended to be exhaustive, but includes the material factors considered by the Sirius XM Holdings board of directors. In view of the wide variety of factors considered in connection with its evaluation of the transaction agreements and the transactions contemplated by the transaction agreements, and the complexity of these matters, the Sirius XM Holdings board of directors did not find it practicable to, and did not attempt to, quantify, rank or assign any relative or specific weights to the various factors considered in making its determinations and recommendation. In addition, individual directors may have given different weights to different factors. The Sirius XM Holdings board of directors considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

In considering the recommendation of the Sirius XM Holdings board of directors with respect to the proposal to adopt the transaction agreements, you should be aware that some of Sirius XM Holdings’ directors and executive officers may have interests in the Transactions that are different from yours. The Special Committee was aware of and considered these interests, among other matters, in evaluating the transaction agreements and the Transactions, and in recommending that the Sirius XM Holdings board of directors recommend the transaction agreements be adopted by Sirius XM Holdings’ stockholders, other than Liberty Media and its subsidiaries. See the section entitled “— Interests of Certain Persons — Interests of the Directors and Executive Officers of Sirius XM Holdings in the Transactions.”

Opinion of Financial Advisor to the Special Committee

At the request of the Special Committee, Solomon Partners delivered its oral opinion to the Special Committee, subsequently confirmed in writing by delivery of its written opinion to the Special Committee, dated December 11, 2023, that as of such date and based upon and subject to the factors, limitations, qualifications and assumptions set forth therein, the SiriusXM Exchange Ratio was fair, from a financial point of view, to the holders of Sirius XM Common Stock (other than Liberty Media or its subsidiaries). For the avoidance of doubt, for purposes of Solomon Partners’ opinion, any references to the holders of Sirius XM Common Stock do not include the holders of Liberty SiriusXM Common Stock.

The full text of the written opinion of Solomon Partners, dated December 11, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement/notice/prospectus/information statement as Annex G. The following description of Solomon Partners’ opinion is qualified in its entirety by reference to the full text of its written opinion. Solomon Partners provided its opinion for the information and

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assistance of the Special Committee (in its capacity as such) in connection with its consideration of the Transactions. Solomon Partners’ opinion does not constitute a recommendation to the Special Committee, the Board, the holders of Sirius XM Common Stock or any other person as to how such person should vote or act with respect to the Transactions, any matter related thereto or any other matter.

For purposes of its opinion, Solomon Partners:

•

reviewed certain publicly available financial statements and other information of Sirius XM Holdings and the Liberty SiriusXM Group (which include information related to the assets and liabilities associated with the New Sirius Assets and Liabilities and the businesses attributed to the Liberty SiriusXM Group immediately prior to the Contribution);

•

reviewed certain historical, internal financial statements and other financial and operating data for each of Sirius XM Holdings and the Liberty SiriusXM Group prepared and provided to Solomon Partners by the management of Sirius XM Holdings and Liberty Media, respectively, and reviewed and approved by the Special Committee for Solomon Partners’ use;

•

reviewed the Sirius XM Holdings financial projections prepared by management of Sirius XM Holdings and approved for Solomon Partners’ use by Sirius XM Holdings as further described below in the section entitled “— Sirius XM Holdings Financial Projections”;

•

discussed the past and current operations, financial condition and prospects of Sirius XM Holdings and the Liberty SiriusXM Group with the management of Sirius XM Holdings and Liberty Media, respectively;

•

considered the potential pro forma impact of the Transactions on Sirius XM Holdings;

•

reviewed the reported trading prices and trading activity for Sirius XM Common Stock and Liberty SiriusXM Common Stock;

•

compared the financial performance and condition of Sirius XM Holdings with that of certain other publicly traded companies that Solomon Partners deemed relevant;

•

participated in certain discussions among management and other representatives of each of Sirius XM Holdings and Liberty Media;

•

reviewed a draft dated December 10, 2023 of the Merger Agreement;

•

reviewed a draft dated December 10, 2023 of the Reorganization Agreement; and

•

performed such other analyses and reviewed such other material and information as Solomon Partners deemed appropriate.

Solomon Partners assumed and relied upon the accuracy and completeness of the information reviewed by it for the purposes of its opinion and Solomon Partners did not assume any responsibility for independent verification of such information and relied on such information being complete and correct. Solomon Partners relied on assurances of the management of Sirius XM Holdings that they are not aware of any facts or circumstances that would make such information inaccurate or misleading in any respect material to Solomon Partners’ analysis or opinion. With respect to the Sirius XM Holdings financial projections, which the Special Committee consented to Solomon Partners using for purposes of its analysis and opinion, Solomon Partners assumed with the Special Committee’s consent that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Sirius XM Holdings. Solomon Partners expressed no opinion as to these financial forecasts or the assumptions on which they are made. Solomon Partners did not conduct any physical inspection of the facilities or property of Sirius XM Holdings or the Liberty SiriusXM Group. Solomon Partners did not assume any responsibility for, or perform any independent valuation or appraisal of, the assets or liabilities of either Sirius XM Holdings or the Liberty SiriusXM Group (including any New Sirius Assets and Liabilities or assets or liabilities (including tax assets or liabilities) taken into account in the net liabilities share adjustment used to calculate the Exchange Ratio in the Reorganization Agreement), nor was Solomon Partners furnished with any such valuation or appraisal. Furthermore, Solomon Partners did not consider any tax, accounting, legal or regulatory effects of the Transactions or any other aspect of the transactions relating to the Transactions on any person or entity.

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Solomon Partners assumed that the final forms of each of the Merger Agreement and the Reorganization Agreement would be substantially the same as the drafts reviewed by Solomon Partners in all respects material to its opinion. Solomon Partners assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement and that the Restructuring and the Redemption would be consummated in accordance with the terms of the Reorganization Agreement, in each case, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Transactions, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on Liberty Media, Sirius XM Holdings or the contemplated benefits of the Transactions or that otherwise would be in any respect material to Solomon Partners’ analysis or opinion. Solomon Partners further assumed that all representations and warranties set forth in each of the Merger Agreement and the Reorganization Agreement were, and would be, true and correct as of all the dates made or deemed made and that all parties to each of the Merger Agreement and the Reorganization Agreement would comply with all covenants of such parties thereunder, in each case, in all respects material to Solomon Partners’ analysis or opinion. Solomon Partners expressed no opinion as to what the value of New Sirius Common Stock actually would be when issued pursuant to the Merger or the prices at which New Sirius Common Stock, Sirius XM Common Stock or Liberty SiriusXM Common Stock would actually trade at any time.

Solomon Partners’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and other information made available to Solomon Partners as of, December 11, 2023. Although subsequent developments may affect its opinion, Solomon Partners has no obligation to update, revise or reaffirm its opinion. In particular, Solomon Partners did not express any view or opinion as to the potential effects of volatility in the credit, financial and stock markets on Liberty Media, Sirius XM Holdings or the Transactions, or as to impact of the Transactions on the solvency or viability of Liberty Media, Sirius XM Holdings or New Sirius or the ability of Liberty Media, Sirius XM Holdings or New Sirius to pay their respective obligations when they come due. Furthermore, Solomon Partners’ opinion did not address Sirius XM Holdings’ underlying business decision to consummate the Merger, and Solomon Partners’ opinion did not address the relative merits of the Transactions as compared to any alternative transactions, transaction structures or business strategies that might be available to Sirius XM Holdings. For purposes of Solomon Partners’ analyses, at the direction of the Special Committee and with its consent, Solomon Partners took into account the terms of the Transactions. However, Solomon Partners’ opinion was limited to the fairness, from a financial point of view, as of the date of its opinion, of the SiriusXM Exchange Ratio pursuant to the Merger Agreement to the holders of Sirius XM Common Stock (other than Liberty Media or its subsidiaries), and Solomon Partners’ opinion did not address, and Solomon Partners did not express any view or opinion as to, any other aspect or implication of the Transactions or any other term of the Merger Agreement, the Reorganization Agreement or other agreement, arrangement or understanding entered into in connection with the Transactions, including the form or structure of the consideration to be paid in connection with the Transactions and/or the fairness (or relative fairness) of the Exchange Ratio or consideration to be received by the holders of Liberty SiriusXM Common Stock in the Transactions.

The issuance of Solomon Partners’ opinion to the Special Committee was authorized by Solomon Partners’ fairness opinion committee.

The following summarizes the significant financial analyses performed by Solomon Partners and provided to, and reviewed with, the Special Committee in connection with the delivery of Solomon Partners’ opinion to the Special Committee. The financial analyses summarized below include information presented in tabular format. In order to fully understand Solomon Partners’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Solomon Partners’ financial analyses. The following summary, however, does not purport to be a complete description of the financial analyses performed by Solomon Partners, nor does the order of analyses described represent the relative importance or weight given to those analyses by Solomon Partners. Except as otherwise noted, the following quantitative information, to the extent that such information is based on market data, is based on market data as it existed on or before December 8, 2023, and is not necessarily indicative of current market conditions.

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Selected Publicly Traded Companies Analysis

Solomon Partners reviewed and compared certain financial information for Sirius XM Holdings to corresponding financial information for the following publicly traded companies in the media and entertainment industry (collectively, the Selected Companies):

•

Charter Communications, Inc.

•

Comcast Corporation

•

Endeavor Group Holdings, Inc.

•

Fox Corporation

•

iHeartMedia, Inc.

•

Lions Gate Entertainment Corporation

•

Netflix, Inc.

•

Paramount Global

•

Roku, Inc.

•

Spotify Technology S.A.

•

Universal Music Group N.V.

•

The Walt Disney Company

•

Warner Bros. Discovery, Inc.

•

Warner Music Group Corporation

Although none of the Selected Companies is directly comparable to Sirius XM Holdings, the Selected Companies included were chosen by Solomon Partners because they were publicly traded companies which engage in one or more similar businesses or activities as Sirius XM Holdings or operate in related industries.

Solomon Partners calculated and compared various financial multiples for the Selected Companies and Sirius XM Holdings based on historical financial data from publicly available sources and forecasts from Wall Street research available as of December 8, 2023 for the Selected Companies and Sirius XM Holdings.

With respect to the Selected Companies, Solomon Partners calculated:

•

the enterprise value (which represents the equity value plus book values of total debt, including preferred stock and minority interests, less cash and cash equivalents) (EV) as a multiple of median Wall Street equity research analyst estimates of earnings before interest, tax, depreciation, amortization (EBITDA), adjusted to exclude non-recurring and extraordinary items (Adjusted EBITDA) for calendar year 2023 (CY2023E Adjusted EBITDA); and

•

EV as a multiple of median Wall Street equity research analyst estimates of EBITDA, adjusted to exclude non-recurring and extraordinary items, for calendar year 2024 (CY2024E Adjusted EBITDA).

The table below summarizes the results of these calculations:

Selected Companies

EV as a Multiple of:

Low

Median

Mean

High

CY2023E Adjusted EBITDA(1)

6.7x

9.2x

12.7x

28.6x

CY2024E Adjusted EBITDA(2)

6.0x

8.6x

14.7x

59.9x

(1)

Excluded Spotify Technology SA and Roku Inc. as not meaningful.

(2)

Excluded Roku Inc. as not meaningful.

The ranges of multiples used by Solomon Partners were chosen by Solomon Partners utilizing its professional judgment and experience, taking into account Solomon Partners’ review of the multiples of the Selected Companies.

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Using the results of the above analysis, and based upon Sirius XM Holdings CY2023E Adjusted EBITDA and CY2024E Adjusted EBITDA (based on the Sirius XM Holdings financial projections) Solomon Partners analyzed implied values per share of Sirius XM Common Stock on both a pre-transaction/status quo basis and on a pro forma basis, assuming the consummation of the Transactions:

CY2023E Adjusted EBITDA

•

Pre-transaction/Status Quo: Solomon Partners applied a range of EV/CY2023E Adjusted EBITDA multiples for the Selected Companies of 9.2x – 12.7x to Sirius XM Holdings’ CY2023E Adjusted EBITDA of $2,787 million (based on the Sirius XM Holdings financial projections) to derive a range of implied enterprise values for Sirius XM Holdings pre-transaction. Solomon Partners then subtracted the net debt outstanding as of September 30, 2023 (as derived from Sirius XM Holdings’ Form 10-Q for the period ended September 30, 2023) from this range of implied enterprise values for Sirius XM Holdings to derive a range of implied equity values for Sirius XM Holdings pre-transaction. Solomon Partners then divided this range of implied equity values by Sirius XM Holdings’ fully diluted shares outstanding as of October 27, 2023 (as reflected in Sirius XM Holdings’ Form 10-Q for the period ended September 30, 2023 and including the dilutive effect (using the treasury stock method) of any exercisable Sirius XM Holdings options and other equity awards) to derive a range of implied values per share of Sirius XM Common Stock of $4.24 – $6.74 on a pre-transaction/status quo basis.

•

Pro Forma: Solomon Partners then applied the range of EV/CY2023E Adjusted EBITDA multiples for the Selected Companies of 9.2x – 12.7x to Sirius XM Holdings’ CY2023E Adjusted EBITDA of $2,787 million (based on the Sirius XM Holdings financial projections) to derive a range of implied enterprise values for Sirius XM Holdings pro forma for the consummation of the Transactions. Solomon Partners then subtracted the pro forma net debt outstanding as of September 30, 2023 (as derived from Sirius XM Holdings’ Form 10-Q for the period ended September 30, 2023), as adjusted for the estimated net liabilities that are taken into account in the net liabilities share adjustment used to calculate the Exchange Ratio in the Reorganization Agreement from this range of implied enterprise values for Sirius XM Holdings to derive a range of implied equity values for Sirius XM Holdings pro forma. Solomon Partners then divided this range of implied equity values by Sirius XM Holdings’ pro forma fully diluted shares outstanding as of October 27, 2023 (as reflected in Sirius XM Holdings’ Form 10-Q for the period ended September 30, 2023 and including the dilutive effect (using the treasury stock method) of any exercisable Sirius XM Holdings options and other equity awards and adjusted for the effects of the Transactions (including the dilutive effect of Liberty Media’s 3.75% Convertible Senior Notes due 2028)) to derive a range of implied values per share of Sirius XM Common Stock of $4.24 – $6.93 on a pro forma basis.

CY2024E Adjusted EBITDA

•

Pre-transaction/Status Quo: Solomon Partners applied a range of EV/CY2024E Adjusted EBITDA multiples for the Selected Companies of 8.6x – 14.7x to Sirius XM Holdings’ CY2024E Adjusted EBITDA of $2,715 million (based on the Sirius XM Holdings financial projections) to derive a range of implied enterprise values for Sirius XM Holdings pre-transaction. Solomon Partners then subtracted the net debt outstanding as of September 30, 2023 (as derived from Sirius XM Holdings’ Form 10-Q for the period ended September 30, 2023) from this range of implied enterprise values for Sirius XM Holdings to derive a range of implied equity values for Sirius XM Holdings pre-transaction. Solomon Partners then divided this range of implied equity values by Sirius XM Holdings’ fully diluted shares outstanding as of October 27, 2023 (as reflected in Sirius XM Holdings’ Form 10-Q for the period ended September 30, 2023 and including the dilutive effect (using the treasury stock method) of any exercisable Sirius XM Holdings options and other equity awards) to derive a range of implied values per share of Sirius XM Common Stock of $3.65 – $7.88 on a pre-transaction/status quo basis.

•

Pro Forma: Solomon Partners then applied the range of EV/CY2024E Adjusted EBITDA multiples for the Selected Companies of 8.6x – 14.7x to Sirius XM Holdings’ CY2024E Adjusted EBITDA of $2,715 million (based on the Sirius XM Holdings financial projections) to derive a range of implied enterprise values for Sirius XM Holdings pro forma for the consummation of the

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Transactions. Solomon Partners then subtracted the pro forma net debt outstanding as of September 30, 2023 (as derived from Sirius XM Holdings’ Form 10-Q for the period ended September 30, 2023), as adjusted for the estimated net liabilities that are taken into account in the net liabilities share adjustment used to calculate the Exchange Ratio in the Reorganization Agreement from this range of implied enterprise values for Sirius XM Holdings to derive a range of implied equity values for Sirius XM Holdings pro forma. Solomon Partners then divided this range of implied equity values by Sirius XM Holdings’ pro forma fully diluted shares outstanding as of October 27, 2023 (as reflected in Sirius XM Holdings’ Form 10-Q for the period ended September 30, 2023 and including the dilutive effect (using the treasury stock method) of any exercisable Sirius XM Holdings options and other equity awards and adjusted for the effects of the Transactions (including the dilutive effect of Liberty Media’s 3.75% Convertible Senior Notes due 2028)) to derive a range of implied values per share of Sirius XM Common Stock of $3.61 – $8.14 on a pro forma basis.

Illustrative Present Value of Future Stock Price Analysis

Solomon Partners performed an illustrative analysis of the implied present value of the future price per share of Sirius XM Common Stock on both a pre-transaction/status quo basis and on a pro forma basis, assuming the consummation of the Transactions. The analysis is designed to provide an indication of the present value of a theoretical future value of a company’s stock price as a function of such company’s estimated future enterprise value to last twelve months (LTM) Adjusted EBITDA (EV/LTM Adjusted EBITDA) multiples. The range of EV/LTM Adjusted EBITDA multiples used by Solomon Partners was chosen by Solomon Partners utilizing its professional judgment and experience, taking into account Solomon Partners’ review of the EV/LTM Adjusted EBITDA multiples for the Selected Companies based on historical financial data from publicly available sources available as of December 8, 2023, from which Solomon Partners observed an EV/LTM Adjusted EBITDA multiple reference range for the Selected Companies of 6.0x – 30.9x, with a mean and median of 13.2x and 8.7x, respectively.

•

Pre-transaction/Status Quo. Solomon Partners first calculated a range of implied enterprise values for Sirius XM Holdings as of December 31 of each of 2024 and 2025 by applying a range of EV/LTM Adjusted EBITDA multiples of 8.7x – 13.2x to Sirius XM Holdings’ estimated Adjusted EBITDA for the twelve months ending on December 31 of each of 2024 and 2025 (based on the Sirius XM Holdings financial projections). Solomon Partners derived a range of implied equity values for Sirius XM Holdings by subtracting from this range of implied enterprise values Sirius XM Holdings’ estimated net debt (based on the Sirius XM Holdings financial projections) as of December 31 of each of 2024 and 2025. Solomon Partners then divided this range of implied equity values by Sirius XM Holdings’ fully diluted shares outstanding (based on the Sirius XM Holdings financial projections and including the dilutive effect (using the treasury stock method) of any exercisable Sirius XM Holdings options and other equity awards) to calculate a range of implied future share prices for Sirius XM Holdings, which were then discounted back to December 8, 2023 using an illustrative discount rate of 11.3%, reflecting Sirius XM Holdings’ estimated cost of equity. This analysis resulted in a range of implied present values per share of Sirius XM Common Stock of $3.47 – $6.38 (based on Sirius XM Holdings’ estimated Adjusted EBITDA for the twelve months ending December 31, 2024, based on the Sirius XM Holdings financial projections) and $3.62 – $6.38 (based on Sirius XM Holdings estimated Adjusted EBITDA for the twelve months ending December 31, 2025, based on the Sirius XM Holdings financial projections), in each case on a pre-transaction/status quo basis.

•

Pro Forma. Solomon Partners then calculated a range of implied enterprise values for Sirius XM Holdings as of December 31 of each of 2024 and 2025 by applying a range of EV/LTM Adjusted EBITDA multiples of 8.7x – 13.2x to Sirius XM Holdings’ estimated Adjusted EBITDA for the twelve months ending December 31 of each of 2024 and 2025 (based on the Sirius XM Holdings financial projections). Solomon Partners derived a range of implied equity values for Sirius XM Holdings by subtracting from this range of implied enterprise values Sirius XM Holdings’ estimated pro forma net debt assuming the consummation of the Transactions (based on the Sirius XM Holdings financial projections) as of December 31 of each of 2024 and 2025. Solomon Partners then divided this range of implied equity values by Sirius XM Holdings’ pro forma fully diluted shares outstanding assuming the consummation of the Transactions (based on the Sirius XM Holdings

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financial projections and including the dilutive effect (using the treasury stock method) of any exercisable Sirius XM Holdings options and other equity awards and the dilutive effect of Liberty Media’s 3.75% Convertible Senior Notes due 2028) to calculate a range of implied future share prices for Sirius XM Holdings, which were then discounted back to December 8, 2023 using an illustrative discount rate of 11.3%, reflecting Sirius XM Holdings’ estimated cost of equity. This analysis resulted in a range of implied present values per share of Sirius XM Common Stock of $3.50 – $6.51 (based on Sirius XM Holdings’ estimated Adjusted EBITDA for the twelve months ending December 31, 2024, based on the Sirius XM Holdings financial projections) and $3.66 – $6.52 (based on Sirius XM Holdings’ estimated Adjusted EBITDA for the twelve months ending December 31, 2025, based on the Sirius XM Holdings financial projections), each case on a pro forma basis.

The discount rate of 11.3% applied by Solomon Partners to calculate the present value of the ranges of implied future values per share of Sirius XM Common Stock on a pre-transaction/status quo basis and on a pro forma basis, in each case, reflects Sirius XM Holdings’ estimated weighted average cost of capital (derived by the application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal tax rate and a beta for such company, as well as certain financial metrics for the U.S. financial markets generally).

Other Factors

Solomon Partners noted for the Special Committee certain additional factors solely for informational purposes, including among other things, the following:

•

Historical Company Share Trading Analysis. Solomon Partners reviewed the historical trading prices for Sirius XM Common Stock for the three-year period ended December 8, 2023, which indicated a range of trading prices per share of $3.42 to $7.81.

•

Analyst Price Target Analysis. Solomon Partners reviewed stock price targets for Sirius XM Common Stock in recently published, publicly available Wall Street research analyst reports available as of December 8, 2023, which indicated low and high stock price targets for Sirius XM Holdings ranging from $3.50 to $7.00 per share of Sirius XM Common Stock.

Solomon Partners’ historical company share trading analysis and analyst price target analysis were not fundamental valuation methodologies and were not used by Solomon Partners as a basis for rendering its fairness opinion.

Miscellaneous

In arriving at its opinion, Solomon Partners performed a variety of financial analyses, the material portions of which are summarized above. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Solomon Partners’ opinion. In arriving at its fairness determination, Solomon Partners considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Solomon Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Sirius XM Holdings, Liberty Media or the Transactions.

Solomon Partners prepared these analyses in connection with rendering its opinion to the Special Committee as to the fairness, from a financial point of view, as of the date of its written opinion, of the SiriusXM Exchange Ratio to the holders of Sirius XM Common Stock (other than Liberty Media or its subsidiaries). These analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Sirius XM Holdings,

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Liberty Media, New Sirius, Solomon Partners or any other person assumes responsibility if future results are materially different from those forecast.

In connection with its engagement, Solomon Partners was not authorized to, and did not, solicit third-party indications of interest in the acquisition of all or a part of Sirius XM Holdings, nor did Solomon Partners negotiate with any parties with respect to any such transaction.

As described above, Solomon Partners’ opinion to the Special Committee was one of many factors taken into consideration by the Special Committee in making its determination to recommend the approval of the Transactions. For a discussion of the factors that the Special Committee considered in determining to recommend the approval of the Transactions, please see the above section entitled “The Proposed Transactions — Sirius XM Holdings’ Reasons for the Merger — Recommendation of the Sirius XM Holdings Special Committee” beginning on page 94 of this proxy statement/notice/prospectus/information statement. The foregoing summary does not purport to be a complete description of the analyses performed by Solomon Partners in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Solomon Partners attached to this proxy statement/notice/prospectus/information statement as Annex G.

Natixis, S.A. (Natixis), the holder of a majority of Solomon Partners’ outstanding voting equity, is, together with its affiliates, engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management, insurance, and other financial and non-financial activities and services for various persons and entities. Natixis, its affiliates, employees, and funds, and other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Liberty Media, Sirius XM Holdings or any of their respective affiliates, successors and third parties, or any currency or commodity that may be involved in the Transactions.

The Special Committee selected Solomon Partners as its financial advisor because it is a recognized financial advisory firm that has substantial experience in transactions similar to the Transactions. Pursuant to an engagement letter, dated September 28, 2023, the Special Committee engaged Solomon Partners to act as its financial advisor in connection with the Transactions. The engagement letter provides for a fee consisting of (a) a retainer fee of $6.0 million, which was payable upon the execution of the engagement letter, (b) $2.0 million, which was payable upon the delivery by Solomon Partners of its opinion, dated as of December 11, 2023, to the Special Committee; and (c) $22.0 million, which is contingent upon the closing of the Merger. In addition, the Company has agreed to reimburse Solomon Partners’ expenses and indemnify Solomon Partners against certain liabilities arising out of Solomon Partners’ engagement. Solomon Partners has not, during the two years preceding the date of its written opinion, provided any financial advisory services to Liberty Media, Sirius XM Holdings or their respective affiliates, except that Solomon Partners has provided financial and strategic advisory services to the Special Committee in connection with its consideration of Sirius XM Holdings’ policy with respect to the return of capital to its stockholders and other contractual arrangements between Sirius XM Holdings and Liberty Media, for which Solomon Partners received aggregate payments of $1.75 million. In the future, Solomon Partners, Natixis and their respective affiliates may provide financial advisory services to Liberty Media, Sirius XM Holdings and/or their respective affiliates or successors, and may receive compensation for rendering such services.

Sirius XM Holdings Financial Projections

Sirius XM Holdings does not, as a matter of general practice, publicly disclose detailed internal projections of its future financial performance. However, certain unaudited financial forecasts were prepared by the Sirius XM Holdings management team in connection with the Transactions, which were approved by the Special Committee for Solomon Partners’ use solely in connection with the preparation of Solomon Partners’ analyses and opinion as described in the section entitled “— Opinion of Financial Advisor to the Special Committee” beginning on page 98 of this proxy statement/notice/prospectus/information statement (the Sirius XM Holdings financial projections), a summary of which is set forth below. All amounts are expressed in millions.

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	2023E			2024E			2025E
Revenue		$	8,954		$	8,750		$	9,044
Cost of Services		$	4,167		$	4,090		$	4,115
Gross Profit Margin			53.5%			53.3%			54.5%
Operating Expenses(1)		$	6,168		$	6,035		$	6,177
Adjusted EBITDA(2)		$	2,787		$	2,715		$	2,868
Free Cash Flow(3)		$	1,203		$	1,183		$	1,500
Net Debt		$	9,018		$	9,222		$	8,227
Issued and Outstanding Shares			3,839			3,687			3,687

(1)

Operating Expenses is defined as total operating expenses excluding (i) stock-based compensation expense; (ii) depreciation and amortization; (iii) impairment, restructuring, and acquisition costs; and (iv) the impact of other expense (income), loss on extinguishment of debt, other non-cash charges, and legal settlements and reserves (if applicable). Impairment, restructuring, and acquisition costs are primarily related to leased office space abandonment and severance charges related to optimization of workforce and processes, and legal settlements.

(2)

Adjusted EBITDA is defined as revenue less operating expenses.

(3)

Free Cash Flow is defined as cash flow provided by operating activities, net of additions to property and equipment and purchases of other investments and includes the impact of (i) transaction expenses of approximately $11 million in 2023E, tax effected and (ii) interest under the Bridge Financing and/or Alternative Financing of approximately $42 million in 2024E and approximately $46 million in 2025E, tax effected. Excluded in 2024E is the impact of estimated transaction expenses of approximately $33 million, tax effected.

The following pro forma numbers were calculated by the Sirius XM Holdings management team assuming consummation of the Proposed Transaction:

	2023E			2024E			2025E
Net Debt(4)		$	9,018		$	10,188		$	9,196
Issued and Outstanding Shares			3,839			3,387			3,387

(4)

Pro forma net debt includes indebtedness with respect to Liberty Media’s 3.75% Convertible Senior Notes due 2028 that would be assumed in connection with the Transaction and indebtedness under the Bridge Financing and/or Alternative Financing and accounts for payoff of certain portions of the indebtedness with excess cash.

The summary of the Sirius XM Holdings financial projections set forth above should be read together with the historical financial statements of Sirius XM Holdings, which have been filed with the SEC, as well as the other information regarding Sirius XM Holdings contained elsewhere in this proxy statement/notice/prospectus/information statement, including the information regarding Sirius XM Holdings incorporated into this proxy statement/notice/prospectus/information statement by reference. The Sirius XM Holdings financial projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information and are included in this proxy statement/notice/prospectus/information statement only because such information was made available to Solomon Partners for use in connection with its financial analyses. Neither Sirius XM Holdings’ independent registered public accountants, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the Sirius XM Holdings financial projections summarized above, nor have they expressed any opinion or provided any other form of assurance with respect to such information or its achievability, and assume no responsibility for, and disclaim any association with, the Sirius XM Holdings financial projections. The report of Sirius XM Holdings’ independent registered public accounting firm incorporated by reference into this proxy statement/notice/prospectus/information statement relates only to Sirius XM Holdings’ historical financial information and does not extend to the prospective financial information and should not be read to do so.

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The Sirius XM Holdings financial projections included in this proxy statement/notice/prospectus/information statement have been prepared by the Sirius XM Holdings management team at a certain point in time and are subjective in many respects. Furthermore, the Sirius XM Holdings financial projections do not take into account any circumstances or events occurring after the date they were prepared. The Sirius XM Holdings financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/notice/prospectus/information statement are cautioned not to place undue reliance on this information. Although this summary of the Sirius XM Holdings financial projections is presented with numerical specificity, the projections reflect numerous variables, assumptions and estimates as to future events made by the Sirius XM Holdings management team that the Sirius XM Holdings management team believed were reasonable at the time the Sirius XM Holdings financial projections were prepared, taking into account the relevant information available to the Sirius XM Holdings management team at the time. However, such variables, assumptions and estimates are inherently uncertain and many of which are beyond the control of the Sirius XM Holdings management team. Because the Sirius XM Holdings financial projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Sirius XM Holdings financial projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Sirius XM Holdings’ business, all of which are difficult to predict and many of which are beyond the Sirius XM Holdings’ control. Sirius XM Holdings expects that there will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the Sirius XM Holdings financial projections given numerous risks and uncertainties, including but not limited to the factors listed under the section entitled “Risk Factors” beginning on page 43 of this proxy statement/notice/prospectus/information statement, as well as those set forth in Sirius XM Holdings’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. See the section entitled “Additional Information — Where You Can Find More Information” for more information. The inclusion of this information in this proxy statement/notice/prospectus/information statement should not be regarded as an indication that any of the Sirius XM Holdings management team, Special Committee, Solomon Partners or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results. All projections are forward-looking statements, and these and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified in these reports, in the section of this proxy statement/notice/prospectus/information statement entitled “Cautionary Statements Regarding Forward-Looking Statements” and in any other filings with the SEC. None of Sirius XM Holdings, Solomon Partners or any other person assumes any responsibility if future results are materially different from those forecast.

Sirius XM Holdings does not intend to update or otherwise revise the Sirius XM Holdings financial projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such Sirius XM Holdings financial projections are no longer appropriate, except as may be required by applicable law.

Interests of Certain Persons

Interests of Directors and Executive Officers of Liberty Media in the Transactions

When considering the recommendation of the Liberty Media board of directors with respect to the Split-Off Proposal, holders of LSXMA and LSXMB should be aware that certain of Liberty Media’s directors and executive officers may be deemed to have interests in the Transactions that are different from, or in addition to, those of holders of LSXMA and LSXMB. These interests may present such persons with actual or potential conflicts of interest. The Liberty Media board of directors was aware of these interests during the deliberations of the merits of the Transactions, and in deciding to recommend that you vote for each of the Split-Off Proposal and the Adjournment Proposal. These interests include the following:

Indemnification and Insurance

Currently, the directors and executive officers of Liberty Media and New Sirius have indemnification protections for their service as directors and executive officers pursuant to the organizational documents of Liberty Media and New Sirius, as applicable, and the directors and executive officers of Liberty Media

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have entered into indemnification agreements with Liberty Media. In addition, directors and executive officers of Liberty Media and New Sirius have insurance protections under Liberty Media’s director and officer liability insurance policies. Liberty Media expects that during the short period between the completion of the Split-Off and the completion of the Merger, the directors of New Sirius will continue to have the indemnification and insurance protections set forth above since, among other things, they will be serving in such roles during that period at the request of Liberty Media.

For any directors or executive officers of Liberty Media that will serve as directors of New Sirius following the completion of the Transactions, pursuant to the terms of the Merger Agreement, New Sirius will obtain director and officer liability insurance to cover all directors and executive officers of New Sirius from and after completion of the Transactions.

Equity Awards

Executive officers and directors of Liberty Media, other than Mr. Malone, hold restricted stock units with respect to and/or options to purchase shares of Liberty SiriusXM Common Stock. As described in more detail below under “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards” in connection with the Split-Off:

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all restricted stock units with respect to Liberty SiriusXM Common Stock outstanding as of ten business days prior to the Redemption Date (or such other date on or around that time as may be determined by the board of directors of Liberty Media (or authorized committee thereof)) will be accelerated and become fully vested on such date, and, net of taxes, will be exchanged into shares of New Sirius Common Stock in the Redemption; and

•

all options with respect to Liberty SiriusXM Common Stock outstanding as of immediately prior to the Split-Off Effective Time (a Liberty SiriusXM option award) will be accelerated and become fully vested immediately prior to, and contingent upon, the Split-Off Effective Time. Each Liberty SiriusXM option award will be converted into an option to purchase shares of New Sirius Common Stock (a New Sirius option award), with appropriate adjustments based on the Exchange Ratio being made to determine the number of shares and applicable exercise price subject to each New Sirius option award after giving effect to the Split-Off. The New Sirius option awards will be subject to the terms and conditions of the Transitional Plan and, except as described above, all other terms of the New Sirius option award will, in all material respects, be the same as those of the corresponding original Liberty SiriusXM option award. As discussed below in “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards — Transitional Plan,” the shares of New Sirius Common Stock underlying New Sirius option awards held by any individual who will serve as a member of the New Sirius board of directors can be registered on a Form S-8 and will be settled in shares upon exercise. Shares of New Sirius Common Stock underlying other New Sirius option awards that may not be able to be registered on a Form S-8 will be settled in cash upon exercise.

Golden Parachute Compensation

As described below in “— Mr. Maffei,” pursuant to the letter agreement Liberty Media entered into with Mr. Maffei, Mr. Maffei will receive a “single triggered” $1 million lump sum cash payment, within 30 days following the completion of the Transactions, subject to his continued employment through the Transactions Compensation that is based on or otherwise relates to the Transactions and that will or may become payable to the named executive officer immediately at the effective time is considered compensation to be paid on a “single trigger” basis. None of Liberty Media’s other named executive officers will be entitled to receive any “single triggered” or “double triggered” cash payments in connection with the Transactions. Additionally, as described in more detail above in “— Equity Awards,” the restricted stock units with respect to Liberty SiriusXM Common Stock held by Liberty Media’s named executive officers as of ten business days prior to the Redemption Date (or such other date on or around that time as may be determined by the board of directors of Liberty Media (or authorized committee thereof)) will be accelerated and become fully vested on such date and, net of taxes, participate in the Redemption and the stock options with respect to Liberty SiriusXM Common Stock held by Liberty Media’s named executive officers as of immediately prior to the Split-Off Effective Time will be accelerated and become fully vested

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immediately prior to, and contingent upon, the Split-Off Effective Time, will be converted into options to purchase shares of New Sirius Common Stock.

Aggregate LSXMA and LSXMB Voting Power

Mr. Maffei

Mr. Maffei, a member of the Liberty Media board of directors and the President and Chief Executive Officer of Liberty Media, is also the Chairman of the Sirius XM Holdings board of directors and is expected to serve as the Chairman of the New Sirius board of directors following the Transactions. As of April 30, 2024, Mr. Maffei holds options and restricted stock units with respect to shares of Liberty SiriusXM Common Stock, which will be treated as described in more detail above under “— Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards.” Mr. Maffei also holds shares of Sirius XM Common Stock, stock options with respect to Sirius XM Common Stock and restricted stock units with respect to Sirius XM Common Stock. Those shares will be converted in the Merger into shares of New Sirius Common Stock, and such options and restricted stock units will be treated as discussed below “— Interests of Certain Persons — Interests of Directors and Executive Officers of Sirius XM Holdings in the Transactions — Equity Awards.” As discussed below in “—Transitional Plan,” given that Mr. Maffei will be the Chairman of the New Sirius Board of directors, the shares of New Sirius Common Stock underlying such options can be registered on a Form S-8 and will not be settled in cash upon exercise.

Furthermore, Mr. Maffei is a party to an employment agreement with Liberty Media, pursuant to which Mr. Maffei may have the right to resign from his employment with Liberty Media for “good reason” (as such term is defined in Mr. Maffei’s employment agreement) following certain corporate transactions, resulting in Mr. Maffei’s eligibility to receive certain severance payments and benefits. Liberty Media entered into a letter agreement with Mr. Maffei, pursuant to which, subject to the terms thereof, Mr. Maffei will receive a $1 million lump sum cash payment, within 30 days following the completion of the Transactions, in consideration for Mr. Maffei’s waiver of any right to resign from his employment with Liberty Media for “good reason” as a result of the Transactions.

In addition, Mr. Maffei is required as an individual to make a filing under the HSR Act in connection with the Transactions, and Liberty Media, pursuant to Mr. Maffei’s employment agreement, will reimburse Mr. Maffei for the costs and expense of such filing.

Mr. Malone

Mr. Malone is the Chairman of the Liberty Media board of directors. Mr. Malone may be deemed to beneficially own approximately 48.8% of the aggregate voting power represented by the shares of LSXMA and LSXMB outstanding as of April 30, 2024, of which approximately 48.3% of such aggregate voting power is subject to the Voting Agreement. Under the Voting Agreement, each of Sirius XM Holdings and New Sirius, jointly and severally, has agreed to indemnify each Malone Stockholder for certain losses incurred in connection with, arising out of or resulting from any actions arising out of the Voting Agreement or the performance of such Malone Stockholder’s obligations thereunder (including any actions brought by any of the stockholders, directors, officers or employees of New Sirius or Sirius XM Holdings), including, subject to certain conditions, reasonable fees and expenses of such Malone Stockholder incurred in the defense of any such claim brought by a third party. In addition, Sirius XM Holdings and New Sirius have agreed to pay up to $150,000 in the aggregate of reasonable out-of-pocket costs and expenses incurred by the Malone

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Stockholders in connection with the preparation, negotiation, execution and delivery of the Voting Agreement. See “Transaction Agreements — Voting Agreement” beginning on page 165. In addition, Mr. Malone holds shares of Sirius XM Common Stock, and those shares will be converted in the Merger into shares of New Sirius Common Stock.

Mr. Evan Malone

Mr. Evan Malone, a member of the Liberty Media board of directors, is also a member of the Sirius XM Holdings board of directors. In addition to the restricted stock units and options with respect to shares of Liberty SiriusXM Common Stock that Mr. Evan Malone holds as of April 30, 2024, which will be treated as discussed above under “— Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards,” Mr. Evan Malone holds shares of Sirius XM Common Stock, and options and restricted stock units with respect to Sirius XM Common Stock. Those shares will be converted in the Merger into shares of New Sirius Common Stock, and those options and restricted stock units with respect to Sirius XM Common Stock will be treated as discussed below under “— Interests of Certain Persons — Interests of Directors and Executive Officers of Sirius XM Holdings in the Transactions — Equity Awards.”

The Liberty Media board of directors was aware of these interests and considered them when it approved the Split-Off Proposal and the Adjournment Proposal.

Additionally, Mr. Evan Malone is expected to serve as a member of the New Sirius board of directors following the Transactions. Mr. Evan Malone was designated to serve as a director of New Sirius subsequent to the Liberty Media board of directors’ deliberations of the merits of the Transactions.

Interests of Directors and Executive Officers of Sirius XM Holdings in the Transactions

Holders of Sirius XM common stock should be aware that certain of Sirius XM Holdings’ directors and executive officers may be deemed to have interests in the Transactions that are different from, or in addition to, those of holders of Sirius XM common stock. These interests may present such persons with actual or potential conflicts of interest. The Special Committee and the Sirius XM Holdings board of directors were aware of these interests during the deliberations of the merits of the Transactions. These interests include the following:

Indemnification and Insurance

Currently, the directors and executive officers of Sirius XM Holdings have indemnification protections for their service as directors and executive officers pursuant to the organizational documents of Sirius XM Holdings. Directors and executive officers of Sirius XM Holdings also have insurance protections under Sirius XM Holdings’ director and officer liability insurance policies. In addition, the Merger Agreement provides that the directors and officers of Sirius XM Holdings and its subsidiaries will have the right to indemnification and continued coverage under a tail directors’ and officers’ liability insurance policy following the Merger.

For any directors or executive officers of Sirius XM Holdings that will serve as directors of New Sirius following the completion of the Transactions, pursuant to the terms of the Merger Agreement, New Sirius will obtain director and officer liability insurance to cover all directors and executive officers of New Sirius.

Equity Awards

Executive officers and directors of Sirius XM Holdings hold restricted stock units and/or options with respect to Sirius XM Common Stock. As described in more detail below under “— The Merger Agreement — Treatment of Outstanding Equity Awards,” at the Merger Effective Time:

•

each restricted stock unit award relating to Sirius XM Common Stock that is outstanding immediately prior to the Merger Effective Time will be converted into a restricted stock unit award relating to shares of New Sirius Common Stock based on the SiriusXM Exchange Ratio, and subject to the same terms and conditions as the original SiriusXM restricted stock unit award; and

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•

each stock option relating to Sirius XM Common Stock that is outstanding and unexercised immediately prior to the Merger Effective Time will be converted into a stock option relating to shares of New Sirius Common Stock based on the SiriusXM Exchange Ratio, and subject to the same terms and conditions as the original SiriusXM option.

Golden Parachute Compensation

None of Sirius XM Holdings’ named executive officers will be entitled to receive any “single triggered” or “double triggered” compensatory payments in connection with the Transactions.

Executive Officers

All of the executive officers of Sirius XM Holdings immediately prior to the Merger Effective Time are expected to be the executive officers of New Sirius following the Merger and are expected to continue to provide services in such capacity following the Merger.

Jennifer Witz

Ms. Witz, a member of the Sirius XM Holdings board of directors and the Chief Executive Officer of Sirius XM Holdings, is expected to serve as a member of the New Sirius board of directors and as the Chief Executive Officer of New Sirius following the Transactions.

Mr. Maffei

Mr. Maffei, the Chairman of the Sirius XM Holdings board of directors, is also a member of the Liberty Media board of directors and the President and Chief Executive Officer of Liberty Media and is expected to serve as the Chairman of the New Sirius board of directors following the Transactions. In addition to the stock options and restricted stock units with respect to Sirius XM Common Stock that Mr. Maffei holds, as of April 30, 2024, Mr. Maffei holds shares of Liberty SiriusXM Common Stock and options and restricted stock units with respect to Liberty SiriusXM Common Stock. Those shares will be exchanged in the Split-Off for shares of New Sirius Common Stock based on the Exchange Ratio and those options with respect to Liberty SiriusXM Common Stock will be treated as discussed above under “— Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards.”

Mr. Evan Malone

Mr. Evan Malone, a member of the Sirius XM Holdings board of directors, is also a member of the Liberty Media board of directors. In addition to the stock options and restricted stock units with respect to Sirius XM Common Stock that Mr. Evan Malone holds, as of April 30, 2024, Mr. Evan Malone holds shares of Liberty SiriusXM Common Stock and, as noted above, restricted stock units and options with respect to Liberty SiriusXM Common Stock. Those shares of Liberty SiriusXM Common Stock will be exchanged in the Split-Off for shares of New Sirius Common Stock based on the Exchange Ratio and those options and restricted stock units with respect to Liberty SiriusXM Common Stock will be treated as discussed above under “— Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards.”

David A. Blau

David A. Blau is a member of the Sirius XM Holdings board of directors. In addition to the restricted stock units with respect to Sirius XM Common Stock that Mr. Blau holds, as of April 30, 2024, Mr. Blau holds shares of Liberty SiriusXM Common Stock and options with respect to Liberty SiriusXM Common Stock which will be treated as discussed above under “— Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards.” Mr. Blau previously served as Executive Vice President, Corporate Development, until December 31, 2023 and then as a Senior Advisor of Liberty Media until June 28, 2024.

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Robin P. Hickenlooper

Robin P. Hickenlooper, a member of the Sirius XM Holdings board of directors, is Senior Vice President, Corporate Development of Liberty Media. In addition to the restricted stock units with respect to Sirius XM Common Stock that Ms. Hickenlooper holds, as of April 30, 2024, Ms. Hickenlooper holds shares of Liberty SiriusXM Common Stock and restricted stock units and options with respect to Liberty SiriusXM Common Stock which will be treated as discussed above under “— Interests of Certain Persons — Interests of Directors and Executive Officers of Liberty Media in the Transactions — Equity Awards.”

The Special Committee and the Sirius XM Holdings board of directors evaluated and negotiated the Merger Agreement and the other transaction documents, and the transactions contemplated thereby, and evaluated whether the Merger is in the best interests of Sirius XM Holdings stockholders (other than Liberty Media and its subsidiaries). The members of the Sirius XM Holdings board of directors who are also directors or officers of Liberty Media or who are otherwise not independent and disinterested did not participate in the deliberations of the Special Committee regarding the Merger Agreement and the other transaction documents, and the transaction contemplated thereby.

Additionally, Mr. Evan Malone, who is currently a director of Liberty Media and Sirius XM Holdings, and Mr. Hartenstein, Mr. Meyer, Ms. Procope, Mr. Rapino, Ms. Salen and Mr. Zaslav, who are currently directors of Sirius XM Holdings, are expected to be directors of New Sirius following the Merger. These director designees were designated to serve as directors of New Sirius subsequent to the Special Committee and the Sirius XM Holdings board of directors’ deliberations of the merits of the Transactions.

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THE LIBERTY SPECIAL MEETING

Time, Place and Date

The Liberty Special Meeting is to be held at 10:15 a.m., Mountain time, on August 23, 2024. The meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, access the stockholders list, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2024SM. To enter the meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. It is recommended that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on August 23, 2024.

Purpose

At the Liberty Special Meeting, holders of shares of LSXMA and LSXMB will be asked to vote on the following proposals:

Split-Off Proposal. Holders of LSXMA and LSXMB will be asked to consider and vote on the Split-Off Proposal to approve the redemption by Liberty Media of each outstanding share of LSXMA, LSXMB and LSXMK for such number of shares of New Sirius Common Stock as shall be equal to the Exchange Ratio (as defined in the Reorganization Agreement and further described below); provided, however, that no fractional shares of New Sirius Common Stock will be issued as a result of the Redemption and, in lieu of the issuance of fractional shares, holders of record and holders who hold their shares via a DTC Participant (or in street name), in each case, who would have otherwise been entitled to receive such fractional shares shall be entitled to receive cash (without interest) in lieu thereof subject to the terms and conditions set forth in the Reorganization Agreement.

Please see “The Split-Off Proposal” for more information regarding the Split-Off Proposal.

Adjournment Proposal. In addition, holders of LSXMA and LSXMB will be asked to consider and vote to approve the adjournment of the Liberty Special Meeting by Liberty Media from time to time to solicit additional proxies in favor of the Split-Off Proposal, if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate.

Please see “Adjournment Proposal” for more information regarding the Adjournment Proposal.

Quorum

In order to conduct the business of the Liberty Special Meeting, a quorum must be present. This means that the holders of a majority in aggregate voting power represented by the shares of LSXMA and LSXMB outstanding on the record date and entitled to vote at the Liberty Special Meeting must be represented at the Liberty Special Meeting either in person or by proxy. For purposes of determining a quorum, your shares of LSXMA and LSXMB will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. If you do not instruct your broker, bank or nominee how to vote your shares, they will have no effect on each of the Split-Off Proposal and the Adjournment Proposal (if a quorum is present). You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LSXMA and LSXMB or when granting or revoking a proxy. Applicable Nasdaq rules that prohibit discretionary voting by brokers with respect to the Split-Off Proposal or Adjournment Proposal may make it more difficult to establish a quorum at the Liberty Special Meeting. If a quorum is not present at the Liberty Special Meeting, Liberty Media expects the chairman of the meeting to adjourn the meeting in accordance with the terms of Liberty Media’s bylaws for the purpose of soliciting additional proxies.

Who May Vote

Holders of record of LSXMA and LSXMB, in each case, outstanding as of 5:00 p.m., New York City time, on July 17, 2024 (such date and time, the record date for the Liberty Special Meeting) will be entitled to vote on proposals at the Liberty Special Meeting or at any adjournment or postponement thereof, as follows:

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•

Holders of record of LSXMA and LSXMB will be entitled to vote on the Split-Off Proposal. Holders of other classes and series of Liberty Media stock, including LSXMK, are not being asked to vote, and are not entitled to vote, on the Split-Off Proposal because such vote is not required by Liberty Media’s certificate of incorporation, bylaws or the laws of the State of Delaware.

•

Holders of record of LSXMA and LSXMB will be entitled to vote on the Adjournment Proposal. Holders of other classes and series of Liberty Media stock, including LSXMK, are not being asked to vote, and are not entitled to vote, on the Adjournment Proposal because such vote is not required by Liberty Media’s certificate of incorporation, bylaws or the laws of the State of Delaware.

Votes Required

Split-Off Proposal. The Split-Off Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class.

As of April 30, 2024, Liberty Media’s executive officers and directors (including Mr. Malone and Mr. Maffei) beneficially owned approximately 50.3% of the aggregate voting power of LSXMA and LSXMB outstanding as of that date. Immediately following the Split-Off, New Sirius will not be deemed a “controlled company” under applicable exchange listing standards. Liberty Media has been informed that all of its executive officers and directors intend to vote “FOR” the Split-Off Proposal. The Malone Stockholders, representing approximately 48.3% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB, have entered into a Voting Agreement with Liberty Media, New Sirius and Sirius XM Holdings. See “Transaction Agreements — Voting Agreement” for a detailed description of the Voting Agreement. Other than the Voting Agreement, no voting agreement exists that requires any of Liberty Media’s executive officers and/or directors to vote in favor of the Split-Off Proposal. If all such executive officers and directors vote “FOR” the Split-Off Proposal, as intended, then no additional votes will be required to be cast by any other LSXMA or LSXMB stockholder and the Split-Off Proposal will be approved.

Adjournment Proposal. The Adjournment Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class.

As of April 30, 2024, Liberty Media’s executive officers and directors (including Mr. Malone and Mr. Maffei) beneficially owned approximately 50.3% of the aggregate voting power of LSXMA and LSXMB outstanding as of that date. Liberty Media has been informed that all of its executive officers and directors intend to vote “FOR” the Adjournment Proposal. Other than the Voting Agreement, no voting agreement exists that requires any of Liberty Media’s executive officers and/or directors to vote in favor of the Adjournment Proposal. If all such executive officers and directors vote “FOR” the Adjournment Proposal, as intended, then no additional votes will be required to be cast by any other LSXMA or LSXMB stockholder and the Adjournment Proposal will be approved. However, if all votes are cast as intended for the Split-Off Proposal, as noted above, the Liberty Special Meeting would not need to be adjourned as there would be sufficient votes to approve the Split-Off Proposal.

Liberty Media is seeking approval from holders of LSXMA and LSXMB of each of the Split-Off Proposal and the Adjournment Proposal.

You are encouraged to vote “FOR” both of the proposals presented in this proxy statement/notice/prospectus/information statement.

Votes You Have

Pursuant to Liberty Media’s certificate of incorporation, with respect to each of the Split-Off Proposal and the Adjournment Proposal, each holder of record of LSXMA is entitled to one vote per share and each holder of record of LSXMB is entitled to ten votes per share.

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Shares Outstanding

As of July 17, 2024, the record date for the Liberty Special Meeting, an aggregate of 98,140,175 shares of LSXMA and 9,755,336 shares of LSXMB were issued and outstanding and entitled to vote at the Liberty Special Meeting.

Number of Holders

There were, as of the record date for the Liberty Special Meeting, approximately 870 and 40 record holders of LSXMA and LSXMB, respectively (which amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).

Voting Procedures for Record Holders

Voting via the Internet or by Telephone.

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To submit your proxy via the Internet, go to www.proxyvote.com. Have your proxy card in hand when you access the website and follow the instructions to vote your shares.

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To submit your proxy by telephone, call 1-800-690-6903. Have your proxy card in hand when you call and then follow the instructions to vote your shares.

If you vote via the Internet or by telephone, you must do so no later than 11:59 p.m., New York City time, on August 22, 2024.

Voting by Mail. As an alternative to submitting your proxy via the Internet or by telephone, you may submit your proxy by mail. To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed proxy card to the following address: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Unless subsequently revoked, shares of LSXMA and LSXMB represented by a proxy submitted as described herein and received at or before the Liberty Special Meeting will be voted in accordance with the instructions on the proxy.

YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the Liberty Special Meeting. You may change your vote at the Liberty Special Meeting.

If you submit a proxy but do not indicate how you want to vote, your proxy will be counted as a vote “FOR” the approval of each of the Split-Off Proposal and the Adjournment Proposal.

If you submit a proxy in which you indicate that you abstain from voting, your shares will count as present for purposes of determining a quorum, but your proxy will have the same effect as a vote “AGAINST” each of the Split-Off Proposal and the Adjournment Proposal.

If you do not submit a proxy and you do not vote online at the Liberty Special Meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum. Your failure to vote will have no effect on determining whether the Split-Off Proposal or the Adjournment Proposal are approved (if a quorum is present).

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Voting Procedures for Shares Held in Street Name

If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your shares of LSXMA and LSXMB or when granting or revoking a proxy.

Revoking a Proxy

You may change your vote by attending the Liberty Special Meeting online and voting via the Internet at the Liberty Special Meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Any signed proxy revocation or later-dated proxy must be received by the day immediately prior to the date of the Liberty Special Meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than 11:59 p.m., New York City time, on August 22, 2024. Your attendance at the Liberty Special Meeting will not, by itself, revoke your proxy.

If your shares are held in an account by a broker, bank or other nominee who you previously contacted with voting instructions, you should contact your broker, bank or other nominee to change your vote.

Solicitation of Proxies

The accompanying proxy for the Liberty Special Meeting is being solicited on behalf of the Liberty Media board of directors. In addition to this mailing, Liberty Media’s employees may solicit proxies personally or by telephone. Liberty Media pays the cost of soliciting these proxies. Liberty Media also reimburses brokers and other nominees for their expenses in sending these materials to you and getting your voting instructions. Liberty Media has also retained D.F. King & Co., Inc. to assist in the solicitation of proxies at a cost of $12,500, plus reasonable out-of-pocket expenses.

If you have any further questions about voting or attending the Liberty Special Meeting, please contact Liberty Media’s Investor Relations at (877) 772-1518 or its proxy solicitor, D.F. King & Co., Inc., at (212) 269-5550 (brokers and banks only) or (888) 628-9011 (toll free) or LSXM@dfking.com.

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THE SPLIT-OFF PROPOSAL

General

Under the terms of Liberty Media’s certificate of incorporation, the Liberty Media board of directors may, subject to the requisite approval of the holders of LSXMA and LSXMB voting together as a separate class, redeem all of the outstanding shares of Liberty SiriusXM Common Stock for outstanding shares of New Sirius Common Stock. The Liberty Media board of directors has determined to redeem each outstanding share of Liberty SiriusXM Common Stock for such number of shares of New Sirius Common Stock equal to the Exchange Ratio (as defined in the Reorganization Agreement and further described below), with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock, subject to the receipt of the requisite stockholder approval and the satisfaction or, if permissible, waiver of the other conditions set forth in the Reorganization Agreement and as described below.

Accordingly, the Liberty Media board of directors has determined to submit the Split-Off Proposal for the approval of the holders of LSXMA and LSXMB.

The following discussion focuses on the Split-Off without giving effect to the Merger (except as expressly specified). The Split-Off will be completed substantially concurrently with (but prior to) the completion of the Merger, unless the Merger Agreement has been terminated, in which case, the Split-Off will not be completed. We expect to complete the Split-Off and the Merger approximately two weeks after the Liberty Special Meeting, assuming all other conditions to the Transactions have been satisfied or waived.

The Split-Off; Exchange Ratio

Pursuant to the Split-Off Proposal, holders of LSXMA and LSXMB voting together as a separate class are being asked to approve the Redemption. As a result of the Split-Off, except as set forth in the Reorganization Agreement, the business, assets and liabilities of New Sirius will consist of the New Sirius Assets and Liabilities and New Sirius will be an independent company with one class of common stock outstanding immediately following the Split-Off. A more complete description of the business and assets that will be held by New Sirius at the time of the Split-Off and a comparison of the rights of holders of Liberty SiriusXM Common Stock, Sirius XM Common Stock and New Sirius Common Stock can be found in the sections entitled “Description of Business of New Sirius” and “Description of New Sirius Capital Stock and Comparison of Stockholder Rights,” respectively, in this proxy statement/notice/prospectus/information statement.

Following the Contribution, and subject to the approval of the Split-Off Proposal by the holders representing a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class, and the satisfaction or, if permissible, waiver of the conditions set forth in the Reorganization Agreement, Liberty Media will redeem each outstanding share of Liberty SiriusXM Common Stock for such number of shares of New Sirius Common Stock equal to the Exchange Ratio, with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock.

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Loan) less the cash and cash equivalents attributed to the Liberty SiriusXM Group (subject to certain reductions for estimated corporate overhead and similar expenses expected to be incurred between the Measurement Date and the closing of the Split-Off); plus

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certain financing costs, excluding any fees in excess of the amounts specified in the Debt Commitment Letter, the Engagement Letters or the SIRI Fee Letter that may be required in connection with the Transactions; plus

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a net adjustment equal to the sum of certain tax liabilities attributed to the Liberty SiriusXM Group, reduced by certain tax benefits attributed to the Liberty SiriusXM Group; plus

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the aggregate fair value (as of the grant date) of any Liberty SiriusXM option awards granted after the date of the Reorganization Agreement; plus

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50% of the filing fees paid in connection with obtaining approval of the Transactions under the Communications Act; minus

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16.5% of the SEC filing fees arising from the filing of this proxy statement/notice/prospectus/information statement with the SEC;

with the result of the above divided by $4.23, which represents the average of the daily VWAP of shares of Sirius XM Common Stock for the twenty consecutive trading days ending on September 25, 2023, the day before Liberty Media publicly disclosed that it had communicated a proposal to the Special Committee outlining the terms of a proposed combination. As a result of the Order and Final Judgment and the prior deposit of the required payment pursuant to the Agreed Settlement into escrow for the benefit of the applicable parties in the Specified Litigation Matter in accordance with the Agreed Settlement, we do not expect the net liabilities share adjustment to be adjusted by any liability arising from the Specified Litigation Matter.

In accordance with the treasury stock method, the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock used in the calculation of the Exchange Ratio will be reduced by the aggregate value of the exercise prices of certain Liberty SiriusXM option awards, which will be calculated, as of the Measurement Date, by dividing (a) the aggregate exercise price of outstanding stock options relating to Liberty SiriusXM Common Stock granted prior to the date of the Reorganization Agreement (subject to certain adjustments) by (b) an average of the daily VWAP of shares of LSXMK for the ten consecutive trading days ending on the Measurement Date.

The Exchange Ratio is estimated to be approximately 0.83 shares of New Sirius Common Stock per one share of Liberty SiriusXM Common Stock. This estimated Exchange Ratio is based on estimated net

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financial liabilities (excluding Liberty Media’s 3.75% Convertible Senior Notes due 2028, but including Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and the Margin Loan) of the Liberty SiriusXM Group as of June 30, 2024 and estimates of transaction fees and expenses, financing fees, litigation-related liabilities and other corporate adjustments. Because the Exchange Ratio is not fixed and may vary, including due to (a) fluctuations in Liberty SiriusXM Group’s net financial liabilities, including its interest expense, transaction fees and expenses, financing fees and litigation-related liabilities, (b) changes to the trading prices of the shares of LSXMA or LSXMK between now and the Measurement Date, (c) any issuance of Liberty SiriusXM Equity Awards (as defined below) after the date of the Reorganization Agreement, (d) any issuance or repurchase by Liberty Media of shares of Liberty SiriusXM Common Stock (it being understood that any such issuances or repurchases require the prior written consent of Sirius XM Holdings under the Merger Agreement) and (e) any cancellation prior to the Measurement Date of Liberty SiriusXM Equity Awards issued prior to the Reorganization Agreement, the number of shares of New Sirius Common Stock to be received by holders of Liberty SiriusXM Common Stock in the Redemption may change from the estimated Exchange Ratio. The final Exchange Ratio, as determined in accordance with the Reorganization Agreement, will be rounded to the nearest ten-thousandth.

Further, based on an estimated Exchange Ratio of approximately 0.83, which takes into account the amendment to the Exchange Ratio providing that it is multiplied by one-tenth (0.1) and which assumes that as of June 30, 2024, there will be approximately 3,846.6 million shares of Sirius XM Common Stock outstanding, approximately 353.1 million shares of Liberty SiriusXM Common Stock outstanding and approximately 3,205.8 million shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries immediately prior to the Split-Off that, pursuant to the Exchange Ratio, is subject to reduction for an estimated net liabilities share adjustment of an amount of New Sirius Common Stock corresponding to approximately 274.8 million shares of Sirius XM Common Stock (which, based on the $4.23 Reference Price for shares of Sirius XM Common Stock, equates to approximately $1,163 million), former holders of Liberty SiriusXM Common Stock (in the aggregate) are expected to own New Sirius Common Stock representing approximately 81% of outstanding shares and former holders of Sirius XM Common Stock (in the aggregate, but excluding Liberty Media and its subsidiaries) are expected to own New Sirius Common Stock representing approximately 19% of outstanding shares, in each case, immediately following the completion of the Merger.

Unless the Reorganization Agreement or the Merger Agreement is terminated, we expect the actual date on which the Split-Off will become effective to be approximately two weeks following the satisfaction or, if permissible, waiver of the conditions to the Contribution and the Redemption in the Reorganization Agreement (other than those which by their terms can only be satisfied concurrently with the Split-Off Effective Date or the Merger Effective Date), and the parties currently expect to complete the Transactions approximately two weeks after the Liberty Special Meeting (assuming the necessary stockholder approvals are received at the meeting and the applicable conditions are satisfied or, if permissible, waived). Once established, the Split-Off Effective Date will be publicly announced by Liberty Media. The Split-Off Effective Time would be 4:05 p.m., New York City time, on the Split-Off Effective Date.

Effect of the Split-Off

From and after the Split-Off Effective Time, holders of Liberty SiriusXM Common Stock will no longer have any rights with respect to their shares of Liberty SiriusXM Common Stock, except for the right to receive the whole number of shares of New Sirius Common Stock to which such holders are entitled under the Reorganization Agreement and any cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock.

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entitled to 1/100th of a vote. Following the Split-Off, holders of record of New Sirius Common Stock will be entitled to one vote for each share of such stock held on all matters submitted to a vote of stockholders. Further, as a result of the Merger, holders of Liberty SiriusXM Common Stock immediately prior to the Split-Off will experience a reduction of their aggregate voting power with respect to the business, assets and liabilities of Sirius XM Holdings. Following the Transactions, based on the estimated Exchange Ratio of approximately 0.83, because New Sirius will have a single class of voting stock, holders of LSXMA, LSXMB and LSXMK immediately prior to the Split-Off are expected to hold approximately 24%, 2% and 54% of the aggregate voting power of New Sirius, respectively (assuming no changes to the number of outstanding shares of LSXMA, LSXMB, LSXMK and Sirius XM Holdings since April 30, 2024). Further, following the Transactions, based on the estimated Exchange Ratio of approximately 0.83, it is expected that such former holders of Liberty SiriusXM Common Stock will own approximately 81% of New Sirius, whereas, approximately 83% interest in Sirius XM Holdings is currently attributed to the Liberty SiriusXM Group. Following the Split-Off and the Merger, Liberty Media will no longer hold any equity interest in Sirius XM Holdings or New Sirius, there will not be a majority stockholder of New Sirius, and New Sirius will not be deemed a “controlled company” under applicable exchange listing standards.

The number of shares of Liberty Formula One Common Stock and Liberty Live Common Stock outstanding prior to the Split-Off will not change as a result of the Split-Off. Following the Split-Off, there will no longer be any LSXMA, LSXMB or LSXMK shares outstanding. As a result, following the Split-Off, the voting rights and liquidation units associated with the outstanding shares of Liberty SiriusXM Common Stock will be eliminated. In connection with the Transactions, Liberty Media is not seeking to amend Liberty Media’s certificate of incorporation. As a result, while no shares of LSXMA, LSXMB or LSXMK will be outstanding following the Split-Off, such shares will remain authorized under Liberty Media’s certificate of incorporation.

Exchange of Shares of Liberty SiriusXM Common Stock

Pursuant to the Reorganization Agreement, Liberty Media and New Sirius have mutually selected Computershare Inc. to serve as the Redemption Agent for the purpose of exchanging shares of Liberty SiriusXM Common Stock for shares of New Sirius Common Stock based on the Exchange Ratio. Liberty Media will cause the Redemption Agent to deliver or make available to all holders of certificated shares of Liberty SiriusXM Common Stock a letter of transmittal with which to surrender their certificated shares for the applicable number of shares of New Sirius Common Stock in book-entry form. Holders of certificated shares of Liberty SiriusXM Common Stock must surrender their stock certificates together with a duly executed letter of transmittal (and any other documentation required thereby) in order to receive their shares of New Sirius Common Stock in the Split-Off.

Accounts holding shares of Liberty SiriusXM Common Stock in book-entry form will, at the Split-Off Effective Time, be automatically debited for the applicable series and number of shares to be redeemed as of the Split-Off Effective Time, and promptly thereafter credited with the applicable number of shares of New Sirius Common Stock. Holders of only book-entry shares of Liberty SiriusXM Common Stock will not need to take any action to receive their shares of New Sirius Common Stock in the Split-Off. No letters of transmittal will be delivered to holders of shares in book-entry form unless they also hold certificated shares of Liberty SiriusXM Common Stock, in which case such holder must surrender such stock certificates together with a duly executed letter of transmittal (and any other documentation required thereby) in order to receive any shares of New Sirius Common Stock, including any shares of New Sirius Common Stock in respect of any shares of Liberty SiriusXM Common Stock held in book-entry form.

In the Split-Off, only book-entry shares will be delivered and no physical share certificates will be issued to any New Sirius stockholders.

Conditions to the Split-Off

The Split-Off will be completed substantially concurrently with (but prior to) the completion of the Merger, unless the Merger Agreement or the Reorganization Agreement has been terminated prior to completion of the Merger, in which case, the Split-Off will not be completed. For so long as the Merger Agreement is in effect, the Liberty Media board of directors may not terminate the Split-Off without the

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consent of Sirius XM Holdings (through the Special Committee). See “Transaction Agreements — Reorganization Agreement — Conditions to Completion of the Contribution and the Redemption” below.

Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards

Options to purchase shares of Liberty SiriusXM Common Stock, restricted stock units with respect to shares of Liberty SiriusXM Common Stock and restricted shares of Liberty SiriusXM Common Stock (collectively, the Liberty SiriusXM Equity Awards) have been granted to various directors, officers and employees of Liberty Media and certain of its subsidiaries pursuant to the various stock incentive plans administered by the Liberty Media board of directors or the compensation committee thereof. Below is a description of the effect of the Split-Off on these outstanding Liberty SiriusXM Equity Awards.

Option Awards

Each Liberty SiriusXM option award outstanding as of immediately prior to the Split-Off Effective Time will accelerate and become fully vested immediately prior to, and contingent upon, the Split-Off Effective Time. Each Liberty SiriusXM option award will be converted into a New Sirius option award, with appropriate adjustments based on the Exchange Ratio being made to determine the number of shares and applicable exercise price subject to each New Sirius option award after giving effect to the Split-Off.

The New Sirius option awards will be subject to the terms and conditions of the Transitional Plan and, except as described above, all other terms of the New Sirius option award will, in all material respects, be the same as those of the corresponding original Liberty SiriusXM option award. As discussed below in “— Transitional Plan,” the shares of New Sirius Common Stock underlying New Sirius option awards held by any individual who will serve as a member of the New Sirius board of directors can be registered on a Form S-8 and will be settled in shares upon exercise. Shares of New Sirius Common Stock underlying other New Sirius option awards that may not be able to be registered on a Form S-8 will be settled in cash upon exercise.

Restricted Stock Units and Restricted Stock Awards

Each restricted stock unit with respect to shares of Liberty SiriusXM Common Stock and each restricted share of Liberty SiriusXM Common Stock outstanding as of ten business days prior to the Redemption Date (or such other date on or around that time as may be determined by the board of directors of Liberty Media (or authorized committee thereof)) will accelerate and become fully vested on such date and, net of taxes, will be treated as outstanding shares of Liberty SiriusXM Common Stock and will be exchanged into shares of New Sirius Common Stock in the Redemption.

Transitional Plan

All of the New Sirius option awards converted from Liberty SiriusXM option awards will be issued pursuant to the Liberty Sirius XM Holdings Inc. Transitional Stock Adjustment Plan (the Transitional Plan), a copy of which has been filed with the SEC as an exhibit to the New Sirius Registration Statement on Form S-4. The Transitional Plan will govern the terms and conditions of the New Sirius option awards but will not be used to make any grants following the Split-Off. The shares of New Sirius Common Stock underlying New Sirius option awards held by any individual who will serve as a member of the New Sirius board of directors, can be registered on a Form S-8 and, unlike the shares underlying other New Sirius option awards that may not be able to be registered on a Form S-8, will not be settled in cash upon exercise.

Effect of the Split-Off on Outstanding Liberty Live and Liberty Formula One Incentive Awards

Options to purchase shares of either Liberty Live Common Stock or Liberty Formula One Common Stock, restricted stock units with respect to shares of either Liberty Live Common Stock or Liberty Formula One Common Stock and restricted shares of either Liberty Live Common Stock or Liberty Formula One Common Stock have been granted to various directors, officers and employees of Liberty Media and certain of its subsidiaries pursuant to the various stock incentive plans administered by the Liberty Media board of directors or the compensation committee thereof. The Split-Off will not, itself, have any impact on these outstanding equity awards.

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Conduct of the Business of the Liberty SiriusXM Group if the Split-Off is Not Completed

If the Split-Off is not completed, Liberty Media intends to continue to conduct the business of the Liberty SiriusXM Group substantially in the same manner as it is operated today. From time to time, Liberty Media will evaluate and review its business operations, properties, dividend policy and capitalization, and make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives to maximize stockholder value.

No Appraisal Rights

Under the DGCL, holders of Liberty SiriusXM Common Stock will not be entitled to exercise appraisal rights in connection with the Split-Off.

Redemption Agent

Liberty Media and New Sirius have selected Computershare Inc. as the Redemption Agent in the Split-Off.

Required Vote

The Split-Off Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class. Pursuant to Liberty Media’s certificate of incorporation, with respect to the Split-Off Proposal, each holder of record of LSXMA is entitled to one vote per share and each holder of record of LSXMB is entitled to ten votes per share. Holders of other classes and series of Liberty Media stock, including LSXMK, are not being asked to vote, and are not entitled to vote, on the Split-Off Proposal because such vote is not required by Liberty Media’s certificate of incorporation, bylaws or the laws of the State of Delaware.

The New Sirius board of directors has unanimously (a) approved and declared advisable and in the best interests of New Sirius and its sole stockholder, Liberty Media, the Merger Agreement, each of the other transaction agreements to which New Sirius is a party, and the transactions contemplated thereby, including the Merger (b) approved and declared advisable New Sirius’ amended and restated charter and recommended that the sole stockholder of New Sirius approve New Sirius’ amended and restated charter, and (c) adopted New Sirius’ amended and restated bylaws as of immediately prior to the Split-Off Effective Time.

Written Stockholder Consent

Liberty Media, in its capacity as the sole stockholder of New Sirius, has delivered to New Sirius a written consent, among other things, approving and adopting New Sirius’ amended and restated charter. The written consent became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto.

Recommendation

The Liberty Media board of directors has unanimously approved the Split-Off Proposal and believes that the approval of the Split-Off Proposal is in the best interests of Liberty Media and its stockholders. Accordingly, the Liberty Media board of directors unanimously recommends that the holders of LSXMA and LSXMB vote “FOR” the Split-Off Proposal.

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ADJOURNMENT PROPOSAL

Liberty Media is asking the holders of LSXMA and LSXMB to approve the adjournment of the Liberty Special Meeting by Liberty Media from time to time to solicit additional proxies in favor of the Split-Off Proposal, if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate. If the Liberty Special Meeting is adjourned, and the adjournment is for a period of 30 days or less, no notice of the time or place of the reconvened meeting will be given to the holders of LSXMA and LSXMB other than an announcement made at the Liberty Special Meeting. At the adjourned meeting any business may be transacted that might have been transacted at the original meeting. If the adjournment is for more than 30 days, however, a notice of the adjourned meeting shall be given to each holder of LSXMA and LSXMB. If after the adjournment a new record date for the holders of LSXMA and LSXMB is fixed for the adjourned meeting, the Liberty Media board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Delaware law, and shall give notice of the adjourned meeting to the holders of LSXMA and LSXMB at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Required Vote

The Adjournment Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class. Pursuant to Liberty Media’s certificate of incorporation, with respect to the Adjournment Proposal, each holder of record of LSXMA is entitled to one vote per share and each holder of record of LSXMB is entitled to ten votes per share. Holders of other classes and series of Liberty Media stock, including LSXMK, are not being asked to vote, and are not entitled to vote, on the Adjournment Proposal because such vote is not required by Liberty Media’s certificate of incorporation, bylaws or the laws of the State of Delaware.

Recommendation

The Liberty Media board of directors has unanimously approved the Adjournment Proposal and unanimously recommends that the holders of LSXMA and LSXMB vote “FOR” the Adjournment Proposal.

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THE SIRIUS XM STOCKHOLDER WRITTEN CONSENTS

On December 11, 2023 and June 16, 2024, Liberty Radio, which on such dates owned of record more than a majority of the issued and outstanding shares of Sirius XM Common Stock and held more than a majority of the voting power of capital stock of Sirius XM Holdings, delivered the Sirius XM Stockholder Written Consents authorizing, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger. The December 2023 Sirius XM Stockholder Written Consent (a copy of which is attached as Annex J to, and is incorporated by reference in, this proxy statement/notice/prospectus/information statement) became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto. The June 2024 Sirius XM Stockholder Written Consent (a copy of which is attached as Annex L to, and is incorporated by reference in this proxy statement/notice/prospectus/information statement) became effective immediately following the execution and delivery of the First Amendment to the Agreement and Plan of Merger by all parties thereto. As a result, no further action by any stockholder of Sirius XM Holdings is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the transactions contemplated thereby, including the Merger.

Additionally, at the recommendation of the board of directors of Sirius XM Radio, pursuant to the December 2023 Sirius XM Stockholder Written Consent, Liberty Radio approved the amendment and restatement of the certificate of incorporation of Sirius XM Radio to (a) reduce its number of authorized shares of common stock, par value $0.001, from 9,000,000,000 to 1,000 and remove the 50,000,000 authorized shares of preferred stock, par value $0.001 (and related references to preferred stock) by amending the fourth article of the existing amended and restated certificate of incorporation of Sirius XM Radio and (b) remove the provision that provides that any act or transaction by Sirius XM Radio that requires for its adoption the approval of the stockholders of Sirius XM Radio shall, pursuant to Section 251(g)(7)(i) of the DGCL, require, in addition, the approval of the stockholders of the Sirius XM Holdings by removing the twelfth article of the existing amended and restated certificate of incorporation of Sirius XM Radio. The adoption of the Radio Charter Amendment required the affirmative vote of holders of at least a majority of the voting power of the outstanding shares of Sirius XM Common Stock entitled to vote on such matters.

The Merger and the Radio Charter Amendment will not become effective until such date that is at least 40 calendar days after this proxy statement/notice/prospectus/information statement is first made available to Sirius XM Holdings’ stockholders.

The Radio Charter Amendment will become effective upon acceptance of the filing by the Secretary of State of the State of Delaware or such later date and time as specified therein, which may occur prior to the completion of the Merger. Annex K to this proxy statement/notice/prospectus/information statement sets forth the full text of the existing amended and restated certificate of incorporation of Sirius XM Radio marked to show the amendments. The foregoing summary is qualified in its entirety by reference to the complete text of the Radio Charter Amendment as set forth in Annex K.

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THE MERGER

Effect of the Merger

Upon satisfaction or, if permissible, waiver of each of the conditions to the Merger, including the completion of the Split-Off, Merger Sub will merge with and into Sirius XM Holdings. Sirius XM Holdings will be the Surviving Corporation in the Merger and a wholly owned subsidiary of New Sirius following the Merger. Upon completion of the Split-Off and the Merger, except as set forth in the Reorganization Agreement, New Sirius will own and hold, directly or indirectly, the New Sirius Assets and Liabilities (other than liabilities satisfied in connection with the Merger) and all of the issued and outstanding equity securities of the Surviving Corporation.

At the Merger Effective Time, each share of Sirius XM Common Stock issued and outstanding immediately prior to the Merger Effective Time (other than Treasury Shares and Liberty Owned SiriusXM Shares) will be converted into the right to receive one-tenth (0.1) of a share of New Sirius Common Stock in book-entry form, with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. In accordance with the terms of the Merger Agreement, Treasury Shares issued and outstanding immediately prior to the Merger Effective Time will be canceled and no consideration will be delivered in exchange therefor, and each Liberty Owned SiriusXM Share issued and outstanding immediately prior to the Merger Effective Time will be converted into one share of Surviving Corporation Common Stock, which shares will be held of record by New Sirius or its subsidiaries. Pursuant to the Merger Agreement, all of the limited liability company interests of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will be, in the aggregate, automatically converted and divided into that number of shares of the Surviving Corporation Common Stock equal to the number of shares of Sirius XM Common Stock outstanding immediately prior to the Merger Effective Time, excluding the Liberty Owned SiriusXM Shares and Treasury Shares.

The Exchange Ratio is estimated to be approximately 0.83 taking into account the amendment to the Exchange Ratio providing that it is multiplied by one-tenth (0.1) and assuming that as of June 30, 2024, there will be approximately 3,846.6 million shares of Sirius XM Common Stock outstanding, approximately 353.1 million shares of Liberty SiriusXM Common Stock outstanding and approximately 3,205.8 million shares of Sirius XM Common Stock held by Liberty Media and its subsidiaries immediately prior to the Split-Off that, pursuant to the Exchange Ratio, is subject to reduction for an estimated net liabilities share adjustment of an amount of New Sirius Common Stock corresponding to approximately 274.8 million shares of New Sirius Common Stock (which, based on the $4.23 Reference Price for shares of Sirius XM Common Stock, equates to approximately $1,163 million). Based on these assumptions, the Exchange Ratio will be approximately 0.83 and as a result of which, Liberty Media and Sirius XM Holdings estimate that the former holders of Liberty SiriusXM Common Stock will own approximately 81% of New Sirius, with the former holders of Sirius XM Common Stock, other than Liberty Media and its subsidiaries, owning the remaining approximately 19% of New Sirius, in each case, immediately following the completion of the Merger. All of the foregoing percentages are approximations based on share information and net liabilities estimated as of such date and subject to change.

It is expected that the Split-Off and Merger will cause a reduction in the voting power held by certain holders of Liberty SiriusXM Common Stock with respect to the business and assets of Sirius XM Holdings. Pursuant to Liberty Media’s certificate of incorporation, holders of LSXMA are currently entitled to one vote for each share of such stock held on all matters submitted to a vote of stockholders, holders of LSXMB are currently entitled to ten votes for each share of such stock held on all matters submitted to a vote of stockholders, and holders of LSXMK are currently not entitled to any voting powers (including with respect to any class votes taken in accordance with the terms of Liberty Media’s certificate of incorporation), except as otherwise required by Delaware law, in which case each share of LSXMK is entitled to 1/100th of a vote. As a result of the Merger, holders of Liberty SiriusXM Common Stock immediately prior to the Split-Off will experience a reduction of their aggregate voting power in the business and assets of Sirius XM Holdings. Following the Merger, based on the estimated Exchange Ratio of approximately 0.83, and the number of shares of Liberty SiriusXM Common Stock and Sirius XM Common Stock estimated to be outstanding as of June 30, 2024, it is expected that such former holders of Liberty SiriusXM Common Stock

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will own approximately 81% of New Sirius, whereas an approximate 83% interest in Sirius XM Holdings is currently attributed to the Liberty SiriusXM Group.

Exchange of Shares of Sirius XM Common Stock

Pursuant to the Merger Agreement, Sirius XM Holdings and New Sirius have mutually selected Computershare Inc. to serve as the Exchange Agent for the purpose of exchanging shares of Sirius XM Common Stock for the Merger Consideration. Promptly after the closing date of the Merger, the Exchange Agent will send to each record holder of a certificate that, immediately prior to the Merger Effective Time, represented outstanding shares of Sirius XM Common Stock (other than Treasury Shares and Liberty Owned SiriusXM Shares), a letter of transmittal and instructions for exchanging their certificates for the Merger Consideration. For additional information regarding the treatment of certificated shares, see “Transaction Agreements — Merger Agreement — Conversion of Shares; Exchange of Certificates” below.

In the Merger, only book-entry shares will be delivered and no physical share certificates will be issued to any New Sirius stockholders.

Treatment of Outstanding Equity Awards

In connection with the Merger, (a) each SiriusXM option (whether or not vested) that is outstanding and unexercised immediately prior to the Merger Effective Time will be converted into a stock option relating to New Sirius Common Stock, with appropriate adjustments based on the SiriusXM Exchange Ratio being made to determine the number of shares and applicable exercise price subject to each such converted option, and such converted option will have the same terms (including the vesting requirements) as those of the corresponding SiriusXM option immediately prior to the Merger Effective Time, and (b) each SiriusXM RSU that is outstanding immediately prior to the Merger Effective Time will be converted into a restricted stock unit relating to New Sirius Common Stock, with appropriate adjustments based on the SiriusXM Exchange Ratio being made to determine the number of shares subject to each converted restricted stock unit, and with such converted restricted stock unit having the same terms (including the vesting requirements) as those of the corresponding SiriusXM RSU immediately prior to the Merger Effective Time.

New Sirius’ Board of Directors and Management after the Merger

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directors (with these three director designees satisfying certain independence requirements). Liberty Media has designated the following five individuals as the Liberty Media Designees: Mr. Maffei, Mr. Evan Malone, Mr. Meyer, Mr. Zaslav and Mr. Rapino. Sirius XM Holdings has designated the following four individuals as the Sirius XM Holdings Designees: Ms. Witz, Mr. Hartenstein, Ms. Procope and Ms. Salen. In connection with the foregoing appointments, (a) Sirius XM Holdings has designated Mr. Hartenstein, Ms. Salen and Ms. Witz as the initial Class I directors for a term expiring at the first annual meeting of stockholders of New Sirius held after the Merger Effective Time, (b) Sirius XM Holdings has designated Ms. Procope and Liberty Media has designated Mr. Evan Malone and Mr. Meyer as the initial Class II directors for a term expiring at the second annual meeting of stockholders of New Sirius held after the Merger Effective Time and (c) Liberty Media has designated Mr. Maffei, Mr. Zaslav and Mr. Rapino as the initial Class III directors for a term expiring at the third annual meeting of stockholders of New Sirius held after the Merger Effective Time. Pursuant to New Sirius’ amended and restated charter, the board of directors of New Sirius is authorized to assign members of the board of directors already in office to their respective class. At each annual meeting of stockholders held after the Merger Effective Time, successors to the class of directors whose term expires at that annual meeting will be elected for a term expiring at the next succeeding annual meeting of stockholders. Following the third annual meeting held after the Merger Effective Time, the New Sirius board of directors will cease to be classified.

The officers of Sirius XM Holdings immediately prior to the Merger Effective Time will be the initial officers of New Sirius as of immediately following the Merger Effective Time.

For more information on the proposed directors and executive officers of New Sirius, see “Management of New Sirius Following the Merger.”

Amount and Source of Funds and Financing; Expenses

Liberty Media

It is expected that Liberty Media will incur an aggregate of approximately $38.8 million in expenses in connection with the Transactions. These expenses will be attributed to the Liberty SiriusXM Group and assumed by New Sirius in the Split-Off. Holders of Liberty SiriusXM Common Stock will directly bear, in the form of an adjustment to the Exchange Ratio, the amount of such fees and expenses incurred by Liberty Media and its subsidiaries in connection with the Transactions.

Sirius XM Holdings

It is expected that Sirius XM Holdings will incur an aggregate of approximately $55 million in expenses in connection with the Transactions.

Sirius XM Holdings intends to finance a portion of the liabilities to be repaid by New Sirius in connection with the Transactions, including, but not limited to, the Margin Loan and required repurchases of the 2.75% Exchangeable Senior Debentures due 2049, with a combination of available cash and, to the extent needed, debt financing. To this end, Morgan Stanley Senior Funding, Inc., Bank of America, N.A., BofA Securities, Inc. and JPMorgan Chase Bank, N.A (collectively, the Commitment Parties) committed to provide Sirius XM Radio with a 364-day bridge loan facility (the Bridge Financing) in the aggregate principal amount of $1.1 billion on the terms and subject to the conditions set forth in a debt commitment letter, dated as of December 11, 2023 (the Debt Commitment Letter), by and among Sirius XM Radio and the Commitment Parties. The funding of the Bridge Financing was subject to compliance with customary terms and conditions precedent for such borrowing as set forth in the Debt Commitment Letter, including, among others, (a) the execution and delivery by Sirius XM Radio of definitive documentation consistent with the Debt Commitment Letter and (b) that the Split-Off and Merger shall have been consummated, or shall be consummated substantially close in time with, the initial funding under such facilities substantially in accordance with the terms of the Reorganization Agreement and the Merger Agreement. Sirius XM Radio and certain of the Commitment Parties (or affiliates of the Commitment Parties) also entered into engagement letters, dated as of December 11, 2023 (the Engagement Letters), pursuant to which the applicable Commitment Parties (or affiliates of the Commitment Parties) party thereto were engaged by Sirius XM Radio to arrange permanent financing, in lieu of the Bridge Financing provided for under the Debt

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Commitment Letter, in the form of term loans and/or notes. The completion of the Bridge Financing (or any permanent financing in lieu of the Bridge Financing) is not a condition to the closing of the Transactions.

On January 26, 2024, Sirius XM Radio entered into the Sirius XM Radio Term Loan A in lieu of the Bridge Financing provided under the Debt Commitment Letter and the Debt Commitment Letter was terminated. For more information, see “The Merger — Amount and Source of Funds and Financing; Expenses” and “Description of Certain Indebtedness.”

New Sirius

New Sirius is not expected to incur any expenses in connection with the Transactions apart from those incurred by Liberty Media and to be assumed by New Sirius in the Split-Off.

In connection with the Merger, (a) the Margin Loan Obligation will be repaid, (b) holders of the 2.75% Exchangeable Senior Debentures due 2049 will have the right to require New Sirius (as issuer by assumption pursuant to the terms of the indenture governing the 2.75% Exchangeable Senior Debentures due 2049) to repurchase the 2.75% Exchangeable Senior Debentures due 2049 at a purchase price equal to the adjusted principal amount plus accrued and unpaid interest and (c) the 3.75% Convertible Senior Notes due 2028 will be assumed by New Sirius pursuant to the terms of the indenture governing such 3.75% Convertible Senior Notes due 2028.

New Sirius intends to fund repayment of the Margin Loan Obligation and any repurchases of the 2.75% Exchangeable Senior Debentures due 2049 from borrowings under a promissory note from Sirius XM Radio to be entered into in connection with the Split-Off.

The promissory note will be unsecured and in a principal amount to be determined, but to be no greater than $1.1 billion. Interest on the promissory note will be determined prior to the Merger Effective Time and will have a maturity date that is no less than two years from the date of execution. New Sirius may repay the promissory note at any time without any premium or penalty.

Accounting Treatment

The Split-Off will be accounted for at historical cost due to the fact that New Sirius Common Stock will be distributed pro-rata to holders of Liberty SiriusXM Common Stock. Following the Split-Off, New Sirius will acquire the remaining outstanding Sirius XM Common Stock it does not own through an equity exchange where holders of Sirius XM Common Stock will receive one-tenth (0.1) of a share of New Sirius Common Stock for each share of Sirius XM Common Stock, thereby eliminating the noncontrolling interest in Sirius XM Holdings.

No Appraisal Rights

Under the DGCL, holders of Sirius XM Common Stock and Liberty SiriusXM Common Stock will not be entitled to exercise appraisal rights in connection with the Merger.

Results of the Split-Off and the Merger

Immediately following the Split-Off and the Merger, New Sirius expects to have outstanding approximately 362,122,100 shares of New Sirius Common Stock, based upon the number of shares of LSXMA, LSXMB and LSXMK outstanding as of June 30, 2024 and the number of shares of Sirius XM Common Stock outstanding as of June 30, 2024. The actual number of shares of New Sirius Common Stock to be distributed in connection with the Split-Off will depend upon, in addition to the Exchange Ratio, the actual number of shares of LSXMA, LSXMB and LSXMK outstanding immediately prior to the Split-Off Effective Time. In addition, the actual number of shares of New Sirius Common Stock to be issued in connection with the Merger will depend upon the actual number of shares of Sirius XM Common Stock outstanding immediately prior to the Merger Effective Time.

Immediately following the completion of the Split-Off and the Merger, New Sirius expects to have approximately 7,920 holders of record of New Sirius Common Stock based upon the number of holders of record of LSXMA, LSXMB and LSXMK as of the record date and the number of holders of record of

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Sirius XM Common Stock as of the same date (which amount does not include the number of stockholders whose shares are held of record by banks, brokerage houses or other institutions, but includes each such institution as one stockholder).

Regulatory Approvals

The Transactions do not require any notifications by Liberty Media, New Sirius or Sirius XM Holdings under the HSR Act. Certain stockholders of Liberty Media or Sirius XM Holdings, however, are required to provide notifications to the DOJ and FTC as a result of the Transactions. Any such stockholder notifications are not conditions to closing of the Transactions.

Liberty Media and Sirius XM Holdings submitted applications to the FCC for authorization to transfer control of subsidiaries of Sirius XM Holdings that hold FCC licenses and authorizations and the associated FCC licenses and authorizations from Liberty Media to New Sirius and the FCC approved such applications in March 2024. Additionally, the Conversion requires the FCC’s prior approval of the pro forma assignment and transfer of control applications for the FCC licenses and authorizations held by Sirius XM Radio and its licensee subsidiaries, for which Sirius XM Holdings submitted applications to the FCC. The FCC has approved all such assignment and transfer of control applications filed in connection with the Conversion.

At any time before or after the effective time of certain transactions, the DOJ, the FTC, U.S. state attorneys general, or private parties can take action under the U.S. antitrust laws or state antitrust laws to prevent the transactions, to rescind the transactions, or to conditionally approve the transactions upon the divestiture of assets or other remedies. There can be no assurance that a challenge to the Transactions on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Stock Exchange Listing

On the date of this proxy statement/notice/prospectus/information statement, New Sirius is a wholly owned subsidiary of Liberty Media. Accordingly, there is no public market for the New Sirius Common Stock. If the Transactions are consummated, New Sirius will be the successor issuer of Sirius XM Holdings. New Sirius Common Stock will be substituted for Sirius XM Common Stock on the Nasdaq Global Select Market and will continue to be traded under the symbol “SIRI” in place of the shares of Sirius XM Common Stock. Neither New Sirius nor Liberty Media can assure you as to the trading price of New Sirius Common Stock after the Split-Off and the Merger. If the Split-Off is completed, each series of Liberty SiriusXM Common Stock will be delisted from the Nasdaq Global Select Market and will be deregistered under the Exchange Act.

Stock Transfer Agent and Registrar

Liberty Media and Sirius XM Holdings have mutually selected Computershare Inc. as Transfer Agent, which will also serve as registrar for New Sirius Common Stock.

Federal Securities Law Consequences

The issuance of shares of New Sirius Common Stock in the Transactions will be registered under the Securities Act, and the shares of New Sirius Common Stock so issued will be freely transferable under the Securities Act, except for shares of New Sirius Common Stock issued to any person who is deemed to be an “affiliate” of New Sirius after completion of the Transactions. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with New Sirius and may include directors and significant stockholders of New Sirius. Affiliates may not sell their shares of New Sirius Common Stock, except:

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pursuant to an effective registration statement under the Securities Act covering the resale of those shares;

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in compliance with Rule 144 under the Securities Act; or

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pursuant to any other applicable exemption under the Securities Act.

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The registration statement on Form S-4, of which this proxy statement/notice/prospectus/information statement forms a part, will not cover the resale of shares of New Sirius Common Stock to be received by its affiliates.

Board Approvals

The Special Committee has unanimously (a) determined that the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, are advisable, fair to and in the best interests of Sirius XM Holdings and its stockholders, other than Liberty Media and its subsidiaries, and (b) recommended that the Sirius XM Holdings board of directors (i) determine that the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, are advisable, fair to and in the best interests of Sirius XM Holdings and its stockholders, other than Liberty Media and its subsidiaries, (ii) approve the execution and delivery of the transaction agreements and the consummation and performance by Sirius XM Holdings of the transactions contemplated thereby and (iii) recommend the adoption of the Merger Agreement to Sirius XM Holdings stockholders, other than Liberty Media and its subsidiaries.

The Sirius XM Holdings board of directors, following receipt of the recommendation of the Special Committee, has unanimously (a) determined that the transaction agreements and the transactions contemplated by the transaction agreements, including the Transactions, are advisable, fair to and in the best interests of Sirius XM Holdings and its stockholders, other than Liberty Media and its subsidiaries, (b) approved the execution and delivery of the transaction agreements to which Sirius XM Holdings is a party and the consummation and performance by Sirius XM Holdings of the transactions contemplated thereby and (c) recommended to the Sirius XM Holdings stockholders, other than Liberty Media and its subsidiaries, the Merger Agreement for adoption.

Written Stockholder Consents and Member Consent

The adoption of the Merger Agreement and the approval of the Merger required the affirmative vote or action by written consent of the holders of record of a majority of the shares of Sirius XM Common Stock entitled to vote on such matters. On December 11, 2023 and June 16, 2024, Liberty Radio, which on such dates owned of record a majority of the issued and outstanding shares of Sirius XM Common Stock and held a majority of voting power of capital stock of Sirius XM Holdings, delivered the Sirius XM Stockholder Written Consents authorizing, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger, which December 2023 Sirius XM Stockholder Written Consent became effective immediately following the execution and delivery of the Merger Agreement by all parties thereto and which June 2024 Sirius XM Stockholder Written Consent became effective immediately following the execution and delivery of the First Amendment to the Agreement and Plan of Merger by all parties thereto. Accordingly, the delivery of the Sirius XM Stockholder Written Consents was sufficient to adopt the Merger Agreement and approve the Merger, on behalf of Sirius XM Holdings’ stockholders. Sirius XM Holdings has not solicited and is not soliciting its stockholders to adopt the Merger Agreement or approve the Merger.

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New Sirius, in its capacity as the sole and managing member of Merger Sub, has delivered to Merger Sub a written consent approving the Merger Agreement, each of the other transaction agreements to which Merger Sub is a party, and the transactions contemplated thereby, including the Merger (the Merger Sub Member Consent).

No further action by any stockholder of Sirius XM Holdings is required under applicable law, and while holders of LSXMA and LSXMB are being asked to vote on and approve the Split-Off Proposal in accordance with Liberty Media’s certificate of incorporation, no adoption of the Merger Agreement or approval of the Merger is required under applicable law by the holders of LSXMA or LSXMB. Neither Liberty Media nor Sirius XM Holdings will call a special meeting of their respective stockholders for purposes of voting on adoption of the Merger Agreement or approval of the Merger (though, as described above, Liberty Media has called the Liberty Special Meeting to approve the Split-Off Proposal). Given that the completion of the Split-Off is a condition to the completion of the Merger, if the Split-Off Proposal is not approved, neither the Split-Off nor the Merger will be consummated.

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TRANSACTION AGREEMENTS

Reorganization Agreement

The following summary describes the material provisions of the Reorganization Agreement and is qualified in its entirety by reference to the complete text of the Reorganization Agreement and any amendments thereto including the First Amendment to the Reorganization Agreement, dated as of June 16, 2024, copies of which are attached as Annex A and Annex B, respectively, to, and are incorporated by reference in, this proxy statement/notice/prospectus/information statement. The provisions of the Reorganization Agreement are extensive and not easily summarized. Accordingly, this summary does not purport to be complete and may not contain all of the information about the Reorganization Agreement that is important to you. We encourage you to read the Reorganization Agreement carefully in its entirety for a more complete understanding of the Reorganization Agreement.

The Reorganization Agreement and this summary of its terms have been included with this proxy statement/notice/prospectus/information statement to provide you with information regarding the terms of the Reorganization Agreement and are not intended to modify or supplement any factual disclosures about Liberty Media or Sirius XM Holdings from the public reports filed with the SEC or otherwise. The representations and warranties contained in the Reorganization Agreement may be subject to a contractual standard of materiality different from those generally applicable to stockholders.

On December 11, 2023, Liberty Media, New Sirius and Sirius XM Holdings entered into the Reorganization Agreement to provide for, among other things, the principal corporate transactions required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between New Sirius and Liberty Media with respect to and resulting from the Split-Off. On June 16, 2024, Liberty Media, New Sirius and Sirius XM Holdings entered into the First Amendment to the Reorganization Agreement to, among other things, amend the Exchange Ratio in order to reduce the total number of outstanding shares of New Sirius Common Stock as of immediately following the closing of the Split-Off and make certain changes to the Restructuring.

Contribution

Prior to the Redemption, subject to the receipt of the approval of the Redemption by the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class, and the satisfaction or, if permissible, waiver of the conditions set forth in the Reorganization Agreement and as described below Liberty Media will (a) cause all of its (and its subsidiaries’) right, title and interest in and to all of Liberty Media’s direct and indirect interest in Sirius XM Holdings (which currently represents approximately 83% of the outstanding shares of Sirius XM Common Stock), corporate cash and any other assets and businesses of Liberty Media and its subsidiaries attributed to the Liberty SiriusXM Group as of immediately prior to the Contribution to be contributed to New Sirius and (b) cause all of the liabilities of Liberty Media and its subsidiaries attributed to the Liberty SiriusXM group (including all liabilities to the extent arising out of the businesses attributed to the Liberty SiriusXM Group) as of immediately prior to the Contribution to be contributed to New Sirius. Once the Contribution is complete, but prior to completing the Merger, New Sirius will own and be obligated for all of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group immediately prior to the Contribution, including (i) all of Liberty Media’s direct and indirect interest in Sirius XM Holdings, (ii) corporate cash, (iii) Liberty Media’s 3.75% Convertible Senior Notes due 2028, (iv) Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049, (v) the Margin Loan and (vi) certain litigation liabilities, including certain liabilities relating to (a) the settlement of the Specified Litigation Matter, as memorialized and agreed in a Stipulation and Agreement of Settlement, Compromise and Release entered into and filed with the Court on January 8, 2024 by (1) Plaintiff Vladimir Fishel, derivatively on behalf of SiriusXM and directly on behalf of himself and other members of the settlement class, (2) nominal Defendant SiriusXM, and (3) Defendants Liberty Media, Gregory B. Maffei, James E. Meyer, Jennifer Witz, Evan D. Malone, David A. Blau, Robin P. Hickenlooper, Michael Rapino, David Zaslav, Jonelle Procope, Kristina Salen, and Carl E. Vogel (the Agreed Settlement), and (b) any litigation against Liberty Media, New Sirius, Merger Sub, Sirius XM Holdings or any of their respective directors or officers relating to the Merger,

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the Split-Off and the other transactions contemplated by the Merger Agreement or the Reorganization Agreement (Transaction Litigation). The Agreed Settlement was approved by an Order and Final Judgment entered by the Court on April 9, 2024 (the Order and Final Judgment), which certified the Specified Litigation Matter as a non-opt out class action on behalf of a settlement class consisting of all holders of Sirius XM Common Stock as of close of trading on January 5, 2024, with some limited exceptions, approved the Agreed Settlement as fair, reasonable and adequate to the settlement class, and dismissed the Specified Litigation Matter with prejudice (subject to the terms of the Agreed Settlement), among other things. Liberty Media is contributing all such assets and businesses to New Sirius on an “as is, where is” basis.

If, following the Split-Off Effective Time (a) any New Sirius Asset or other property, right or asset forming part of the businesses attributed to the Liberty SiriusXM Group immediately prior to the Contribution has not been transferred to New Sirius, Liberty Media is required to transfer such property, right or asset to New Sirius for no additional consideration; or (b) any property, right or asset forming part of the businesses retained by Liberty Media following the Contribution is transferred to New Sirius, New Sirius is required to transfer such property, right or asset to Liberty Media for no additional consideration.

Redemption

Following the Split-Off Effective Time, Liberty Media will cause the Redemption Agent to deliver or make available to all holders of certificated shares of Liberty SiriusXM Common Stock a letter of transmittal with which to surrender their certificated shares for the applicable number of shares of New Sirius Common Stock in book-entry form. Holders of certificated shares of Liberty SiriusXM Common Stock must surrender their stock certificates together with a duly executed letter of transmittal (and any other documentation required thereby) in order to receive their shares of New Sirius Common Stock in the Split-Off.

Exchange Ratio

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certain financing fees (Financing Fees) that Sirius XM Radio expects to pay on or prior to the Merger Effective Time in connection with the Debt Commitment Letter, the SIRI Fee Letter and the Engagement Letters (the SIRI Financing Papers), including certain consent fees related to Sirius XM Radio’s existing credit facility. Such Financing Fees shall not exceed amounts set forth in the SIRI Financing Papers provided to Liberty Media on the date of the Reorganization Agreement; plus

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a net adjustment equal to the sum of certain tax liabilities attributed to the Liberty SiriusXM Group, reduced by certain tax benefits attributed to the Liberty SiriusXM Group; plus

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the aggregate fair value (as of the grant date) of any Liberty SiriusXM option awards granted after the date of the Reorganization Agreement; plus

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50% of the filing fees paid in connection with obtaining approval of the Transactions under the Communications Act; minus

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16.5% of the SEC filing fees arising from the filing of this proxy statement/notice/prospectus/information statement with the SEC;

In accordance with the treasury stock method, the number of adjusted fully diluted shares of Liberty SiriusXM Common Stock used in the calculation of the Exchange Ratio will be reduced by the aggregate value of the exercise prices of certain Liberty SiriusXM option awards, which will be calculated as of the Measurement Date, by dividing (a) the aggregate exercise price of outstanding stock options relating to Liberty SiriusXM Common Stock granted prior to the date of the Reorganization Agreement (subject to certain adjustments) by (b) an average of the daily VWAP of shares of LSXMK for the ten consecutive trading days ending on the Measurement Date.

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Determination of Exchange Ratio

In order to finalize the Exchange Ratio and its components, including the net liabilities share adjustment, which are all calculated as of the Measurement Date, six business days prior to the closing of the Split-Off, Liberty Media is required to deliver to Sirius XM Holdings an officer’s certificate that includes Liberty Media’s good faith calculation of the net liabilities share adjustment and the Exchange Ratio. Sirius XM Holdings then has four business days from the receipt of such officer’s certificate to provide written notice of any good faith objections to the calculations set forth in such officer’s certificate, together with reasonably detailed supporting documentation of such objections. If Sirius XM Holdings does provide such written objection, Sirius XM Holdings and Liberty Media must negotiate in good faith, acting reasonably, to resolve such objections prior to the closing of the Split-Off, and final calculations must be mutually resolved by Sirius XM Holdings and Liberty Media. If Sirius XM Holdings does not timely provide any such objections, the calculations of the net liabilities share adjustment and the Exchange Ratio included in Liberty Media’s officer’s certificate will be final and binding on the parties.

Treatment of Fractional Shares

Holders of record of Liberty SiriusXM Common Stock will not receive fractional shares in connection with the Redemption. Instead, the Redemption Agent will aggregate all fractional shares of New Sirius Common Stock held by holders of record into whole shares and sell the whole shares at prevailing market prices on behalf of those holders who would otherwise be entitled to receive a fractional share. The Redemption Agent will determine, in its sole discretion, when, how and through which broker-dealers such sales will be made without any influence by Liberty Media or New Sirius. Liberty Media and New Sirius anticipate that these sales will occur as soon as practicable after the Redemption is completed. Those holders of record will then receive a cash payment in the form of a check in an amount equal to their pro rata share of the total net proceeds from such sales of the New Sirius Common Stock, less any applicable withholding taxes (with no interest, rounded down to the nearest cent). If such holders of record physically hold stock certificates or hold stock through the Transfer Agent’s Direct Registration System, the check for any cash that such holders of record may be entitled to receive instead of fractional shares of New Sirius Common Stock will be mailed to such holders separately.

Holders of Liberty SiriusXM Common Stock who hold their shares via a DTC Participant (or in street name) should reach out to their broker or other nominee with any questions regarding the treatment of fractional shares. The Redemption Agent will aggregate all fractional shares of New Sirius Common Stock held by DTC Participants into whole shares and sell the whole shares at prevailing market prices on behalf of

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such DTC Participants who would otherwise be entitled to receive a fractional share. The Redemption Agent will determine, in its sole discretion, when, how and through which broker-dealers such sales will be made without any influence by Liberty Media or New Sirius. Liberty Media and New Sirius anticipate that these sales will occur as soon as practicable after the Redemption is completed. Holders of Liberty SiriusXM Common Stock who hold their shares in street name should contact their broker or other nominee for additional details.

Neither Liberty Media, New Sirius nor the Redemption Agent will guarantee any minimum sale price for any fractional shares. No interest will be paid on any cash you receive in lieu of a fractional share. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient stockholders. See “U.S. Federal Income Tax Consequences.”

Treatment of Outstanding Liberty SiriusXM Incentive Awards

Each Liberty SiriusXM option award that is outstanding immediately prior to the Split-Off Effective Time will accelerate and become fully vested immediately prior to, and contingent upon, the Split-Off Effective Time. Each Liberty SiriusXM option award will be converted into a New Sirius option award, with appropriate adjustments based on the Exchange Ratio being made to determine the number of shares and applicable exercise price subject to each New Sirius option award after giving effect to the Split-Off.

The New Sirius option awards will be subject to the terms and conditions of the Transitional Plan and, except as described above, all other terms of the New Sirius option award will, in all material respects, be the same as those of the corresponding original Liberty SiriusXM option award. As discussed above in “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards — Transitional Plan,” the shares of New Sirius Common Stock underlying New Sirius option awards held by any individual who will serve as a member of the New Sirius board of directors can be registered on a Form S-8 and will be settled in shares upon exercise. Shares of New Sirius Common Stock underlying other New Sirius option awards that may not be able to be registered on a Form S-8 will be settled in cash upon exercise.

Each restricted stock unit with respect to shares of Liberty SiriusXM Common Stock and each restricted share of Liberty SiriusXM Common Stock outstanding as of ten business days prior to the Redemption Date (or such other date on or around that time as may be determined by the board of directors of Liberty Media (or authorized committee thereof)) will accelerate and become fully vested on such date and, net of taxes, will be treated as outstanding shares of Liberty SiriusXM Common Stock and will be exchanged into shares of New Sirius Common Stock in the Redemption.

Representations and Warranties

The Reorganization Agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications. The representations and warranties made by Liberty Media, New Sirius, and Sirius XM Holdings relate to, among other things:

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organization and qualification;

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authorization and validity of agreement;

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no conflict with instruments; and

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no other reliance.

The representations and warranties contained in the Reorganization Agreement will not survive the Split-Off Effective Time.

Conditions to Completion of the Contribution and the Redemption

The obligations of Liberty Media to effect the Contribution and the Redemption are subject to (a) the satisfaction or, if permissible, waiver of the conditions set forth in the Merger Agreement, other than the condition that the Split-Off be completed and the condition that the conditions in the Reorganization

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Agreement be satisfied, but including, among others, the receipt (i) by Liberty Media of approval of the Split-Off Proposal by the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class, and (ii) by Liberty Media and Sirius XM Holdings of the tax opinions described below, (b) the confirmation by the parties to the Merger Agreement that the completion of the Merger will occur subject only to the occurrence of the Split-Off Effective Time, (c) the absence of any law, order or other legal restraint that has the effect of enjoining, restraining, preventing or prohibiting the consummation of the Contribution or Redemption and (d) the completion of the Conversion. The foregoing conditions, other than the condition set forth in clause (c), may not be waived by Liberty Media, New Sirius or Sirius XM Holdings. For more information regarding the conditions set forth in the Merger Agreement, see “— Merger Agreement — Conditions to Completion of the Merger” below.

Closing Deliverables

At or before the completion of the Redemption, each of Liberty Media and New Sirius must deliver to the other party (a) the Tax Sharing Agreement, executed by such party, (b) agreements to effect the Contribution, executed by such party, (c) a customary secretary’s certificate, executed by such party and (d) such other documents that the other party may reasonably request. In addition, at or before the completion of the Redemption, New Sirius must deliver to Liberty Media a copy of New Sirius’ amended and restated charter filed with the Secretary of State of the State of Delaware.

Mutual Indemnification Obligations

The Reorganization Agreement provides for mutual indemnification obligations between Liberty Media and New Sirius. Following the completion of the Split-Off, New Sirius will indemnify Liberty Media and certain of its related persons from and against all losses and damages paid by Liberty Media or such related persons in connection with (a) the conduct of the business attributed to the Liberty SiriusXM Group immediately prior to the completion of the Contribution, (b) the New Sirius Assets and Liabilities and (c) any breach of, or failure to perform or comply with, any covenant or obligation of New Sirius under the Reorganization Agreement to the extent such breach or failure occurs after the completion of the Split-Off.

In addition, following the completion of the Split-Off, Liberty Media will indemnify New Sirius and certain of its related persons from and against all losses and damages paid by New Sirius or such related persons in connection with (a) the conduct of the business retained by Liberty Media in accordance with the Reorganization Agreement following the completion of the Contribution, (b) the assets and liabilities retained by Liberty Media in accordance with the Reorganization Agreement following the completion of the Contribution and (c) any breach of, or failure to perform or comply with, any covenant or obligation of Liberty Media under the Reorganization Agreement.

Specified Litigation Matter

Prior to completing the Split-Off, if the Agreed Settlement is terminated, Liberty Media will control the defense and settlement of the Specified Litigation Matter at its cost and expense, which cost and expense will be attributed to the Liberty SiriusXM Group. In such event, Liberty Media (a) must keep Sirius XM Holdings reasonably informed regarding the status of any such defense or settlement and consider in good faith any input from Sirius XM Holdings with respect thereto and (b) Liberty Media cannot settle the Specified Litigation Matter in a manner that will be adverse to Sirius XM Holdings and its stockholders (other than Liberty Media and its subsidiaries) relative to the Agreed Settlement unless Sirius XM Holdings consents to the settlement (and Sirius XM Holdings cannot unreasonably withhold its consent).

After the completion of the Split-Off, except in connection with the Agreed Settlement and if the Specified Litigation Matter has not been finally resolved by the Merger Effective Time, New Sirius will control the defense and settlement of the Specified Litigation Matter at its cost and expense. In such event, New Sirius (a) must keep Liberty Media reasonably informed regarding the status of any such defense or settlement and consider in good faith any input from Liberty Media with respect thereto and (b) cannot

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settle the Specified Litigation Matter unless Liberty Media consents to the settlement (and Liberty Media cannot unreasonably withhold or condition its consent).

On April 9, 2024, the Agreed Settlement was approved by the Order and Final Judgment, which dismissed the Specified Litigation Matter with prejudice (subject to the terms of the Agreed Settlement), among other things.

Compensatory Payment

The holders of Sirius XM Common Stock immediately prior to the completion of the Merger (other than Liberty Media or any of its subsidiaries) may be entitled to a certain compensatory payment in respect of (a) Transaction Litigation relating to Liberty Media or its subsidiaries in Liberty Media’s or such subsidiary’s capacity as a stockholder of Sirius XM Holdings or Liberty Media’s conduct in connection with the Transactions or (b) the Specified Litigation Matter (if it remains outstanding following the completion of the Split-Off, which, as a result of the Order and Final Judgment, will not occur). If New Sirius or any of its subsidiaries is required to make a payment for such Transaction Litigation or Specified Litigation Matter (other than the Agreed Settlement, in connection with which the required payment has been deposited into escrow for the benefit of the applicable parties in the Specified Litigation Matter) or if Liberty Media incurs any attorney fees, other defense costs or certain advisor indemnification obligations, in any case, that are assumed by New Sirius per the terms of the Reorganization Agreement (specified payment), then New Sirius will make a compensatory payment to the holders of Sirius XM Common Stock as of immediately prior to the completion of the Merger (other than Liberty Media, New Sirius or any of their subsidiaries). This compensatory payment equals (a) the quotient of the amount of the specified payment divided by Liberty Media’s percentage ownership of Sirius XM Common Stock as of immediately prior to the completion of the Merger less (b) the specified payment.

Other Covenants and Agreements

The Reorganization Agreement contains additional covenants and agreements relating to, among other matters:

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execution and delivery, and taking commercially reasonable actions, to complete and give effect to the transactions contemplated by the Reorganization Agreement;

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information and access rights for specified purposes and confidentiality;

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payments of certain expenses;

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entry into director and officer indemnification agreements; and

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delivery of invoices for certain transaction expenses of Liberty Media and New Sirius.

Termination

The Reorganization Agreement may be terminated and the Split-Off may be abandoned, at any time prior to the Split-Off Effective Time, (a) by Liberty Media for any reason if the Merger Agreement has been terminated in accordance with its terms or (b) by written agreement of Liberty Media, New Sirius and Sirius XM Holdings (through the Special Committee), if the Merger Agreement has not been terminated in accordance with its terms.

Effect of Termination

If the Reorganization Agreement is terminated it will immediately become void and the parties thereto will have no liability to each other with respect to the transactions contemplated by the Reorganization Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial

Governing Law; Jurisdiction

The Reorganization Agreement and the legal relations among the parties will be governed in all respects by with the laws of the State of Delaware.

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The parties have agreed to submit themselves to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if that court does not have jurisdiction, in the federal courts located in the State of Delaware.

Waiver of Jury Trial

The parties have agreed to waive all rights to trial by jury in any action arising out of the Reorganization Agreement.

Amendment and Waivers

Any provision of the Reorganization Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each of Liberty Media, New Sirius and Sirius XM Holdings (through the Special Committee), or in the case of a waiver, by the party against whom the waiver is to be effective, prior to termination of the Merger Agreement in accordance with its terms.

Tax Sharing Agreement

The following summary describes the material provisions of the Tax Sharing Agreement that the parties expect to enter into and is qualified in its entirety by reference to the complete text of the “form of” Tax Sharing Agreement and any amendments thereto, a copy of which is attached as Annex C to, and is incorporated by reference in, this proxy statement/notice/prospectus/information statement. The provisions of the “form of” Tax Sharing Agreement are extensive and not easily summarized. Accordingly, this summary does not purport to be complete and may not contain all of the information about the “form of” Tax Sharing Agreement that is important to you. We encourage you to read the “form of” Tax Sharing Agreement carefully in its entirety for a more complete understanding of the Tax Sharing Agreement that the parties expect to enter into.

In connection with the Split-Off, New Sirius and Liberty Media will enter into the Tax Sharing Agreement. The Tax Sharing Agreement generally allocates taxes, tax benefits, tax items, and tax-related losses between Liberty Media and New Sirius in a manner consistent with the tax sharing policies of Liberty Media in effect prior to the Split-Off, with taxes, tax benefits and tax items attributable to the assets, liabilities and activities attributed to the Liberty Formula One Group and the Liberty Live Group being allocated to Liberty Media, and taxes, tax benefits and tax items attributable to the assets, liabilities and activities attributed to the Liberty SiriusXM Group being allocated to New Sirius. In addition, the Tax Sharing Agreement includes additional provisions, some of which are not specifically addressed by the Liberty Media tax sharing policies, related to the manner in which any taxes or tax-related losses arising from the Split-Off will be allocated between the parties and provides restrictive covenants intended to preserve the generally tax-free treatment of the Split-Off. The failure by a party to comply with its restrictive covenants may change the general allocation of taxes, tax benefits and tax items between the parties related to those transactions. The Tax Sharing Agreement also includes provisions addressing the filing of tax returns, control of tax audits, cooperation on tax matters, retention of tax records, indemnification, and other tax matters.

References in this summary (a) to the terms tax or taxes mean U.S. federal, state, local and foreign taxes as well as any interest, penalties, additions to tax or additional amounts in respect of such taxes, (b) to the term tax-related losses refer to losses arising from the failure of a transaction to qualify as tax-free (except with respect to (i) the receipt of cash in lieu of fractional shares, (ii) certain items of income or gain arising from the deemed exchange, for U.S. federal income tax purposes, of debt obligations of Liberty Media in connection with the Split-Off and (iii) certain deferred intercompany items (within the meaning of applicable U.S. Treasury Regulations) recognized as a result of certain transactions occurring prior to the Split-Off), (c) to the term compensatory equity interests refer to options, stock appreciation rights, restricted stock, restricted stock units or other similar rights with respect to the equity of any entity that are granted on or prior to the Split-Off Effective Date in connection with employee, independent contractor or director compensation, (d) to the term Old Liberty Media common stock refer to Liberty Media’s previously outstanding series of common stock designated as Series A Liberty Media common stock, Series B Liberty Media common stock and Series C Liberty Media common stock for any taxable period (or portion thereof) beginning at or after the effective time of Liberty Media’s reclassification of its common stock into tracking stocks in April 2016 (such reclassification, the 2016 Reclassification) and ending prior to such

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stock’s redesignation as Liberty Formula One Common Stock, (e) to the term Liberty Formula One Common Stock refer to Liberty Formula One Common Stock and, for any taxable period (or portion thereof) ending prior to the redesignation of such stock as Liberty Formula One Common Stock and beginning at or after the 2016 Reclassification, the Old Liberty Media common stock, (f) to the term Old LMC common stock refer to the common stock of Liberty Media prior to the 2016 Reclassification, and (g) to the term Liberty Braves common stock refer to Liberty Media’s previously outstanding series of common stock designated as Series A Liberty Braves common stock, Series B Liberty Braves common stock and Series C Liberty Braves common stock.

In addition, references in this summary to the New Sirius group mean, following the Split-Off Effective Time, New Sirius and its subsidiaries, and references to the New Sirius business generally mean:

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with respect to any taxable period (or portion thereof) ending prior to the effective time of the 2016 Reclassification, the businesses, assets and liabilities attributed to the Liberty SiriusXM Group immediately following the 2016 Reclassification during such taxable period (or portion thereof);

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with respect to any tax year (or portion thereof) beginning at or after the effective time of the 2016 Reclassification and ending at or before the Split-Off Effective Time, the businesses, assets and liabilities that were attributed to the Liberty SiriusXM Group during such tax year (or portion thereof), but only while such businesses, assets and liabilities were so attributed; and

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with respect to any tax year (or portion thereof) beginning after the Split-Off Effective Time (a post-distribution period), the businesses, assets and liabilities of the New Sirius group during such tax year (or portion thereof).

References in this summary to the Liberty Media group mean, following the Split-Off Effective Time, Liberty Media and its subsidiaries, and references to the Liberty Media business generally mean, (a) with respect to any tax year (or portion thereof) ending at or before the Split-Off Effective Time (a pre-distribution period), the businesses, assets and liabilities of Liberty Media and its subsidiaries (other than the New Sirius business), and (b) with respect to any post-distribution period, the businesses, assets and liabilities of the Liberty Media group.

Sirius XM Holdings and certain of its subsidiaries (the SiriusXM Entities) currently join with Liberty Media in the filing of a consolidated return for U.S. federal income tax purposes and also join with Liberty Media in the filing of certain consolidated, combined, and unitary returns for state, local, and foreign tax purposes. However, generally for tax periods beginning after the Split-Off, these subsidiaries of New Sirius will not join with Liberty Media in the filing of U.S. federal, state, local or foreign consolidated, combined or unitary tax returns.

Under the Tax Sharing Agreement, Liberty Media is liable for the taxes (determined without regard to tax benefits) allocated to it, as reduced first by any tax benefits allocated to it and then by any tax benefits allocated to New Sirius (to the extent such benefits are not first used by New Sirius), and must pay such taxes, as so reduced, to the applicable tax authority or to New Sirius (if New Sirius is responsible for preparing the applicable tax return), and Liberty Media is liable for paying New Sirius for any tax benefits allocated to New Sirius that are used by Liberty Media to reduce the taxes allocated to it. Similarly, New Sirius is liable for the taxes (determined without regard to tax benefits) allocated to New Sirius, as reduced first by any tax benefits allocated to it and then by any tax benefits allocated to Liberty Media (to the extent such benefits are not first used by Liberty Media), and must pay such taxes, as so reduced, to the applicable tax authority or to Liberty Media (if Liberty Media is responsible for preparing the applicable tax return), and New Sirius is liable for paying Liberty Media for any tax benefits allocated to Liberty Media that are used by New Sirius to reduce the taxes allocated to it.

Generally, taxes (determined without regard to tax benefits) for any tax year (or portion thereof) shall be allocated between New Sirius and Liberty Media in proportion to the taxable income or other applicable items of the New Sirius business and the Liberty Media business that contribute to such taxes, and tax benefits shall be allocated between New Sirius and Liberty Media in proportion to the losses, credits or other applicable items of the New Sirius business and the Liberty Media business that contribute to such tax benefits.

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Special allocation rules apply, however, as follows:

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Liberty Media shall be allocated any taxes and tax-related losses that result from the Split-Off, except that New Sirius shall be allocated any such taxes or tax-related losses (other than any taxes or tax-related losses that result from Section 355(e) of the Code applying to the Split-Off as a result of the Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty Media) that (a) result primarily from, individually or in the aggregate, a breach by New Sirius of any of its restrictive covenants described below, (b) result primarily from, individually or in the aggregate, the failure of certain representations made by Sirius XM Holdings in support of the opinion of Skadden Arps regarding the generally tax-free status of the Split-Off to be true and correct, or (c) result from Section 355(e) of the Code applying to the Split-Off as a result of the Split-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of New Sirius, except, in the case of clauses (a) and (b), if such taxes and losses result from an action required to be taken pursuant to the Transaction Agreements;

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New Sirius shall be allocated any taxes and tax items (including any tax benefits) that (a) arise from the deemed exchange, for U.S. federal income tax purposes, of certain New Sirius Liabilities in the Transactions, or (b) arise from certain deferred intercompany items (within the meaning of applicable U.S. Treasury Regulations) recognized as a result of certain transactions occurring prior to the Split-Off;

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Liberty Media and New Sirius shall each be allocated a proportionate amount, based upon, in the case of Liberty Media, the sum of the market capitalization of the Old Liberty Media common stock and Liberty Braves common stock and, in the case of New Sirius, the market capitalization of Liberty SiriusXM Common Stock (in each case, determined based upon the volume weighted average price for the Series A Old Liberty Media common stock, the Series A Liberty Braves common stock or the shares of LSXMA, as applicable, over the first three trading days following the commencement of regular way trading of each such series of stock after the date of the 2016 Reclassification, multiplied by the number of outstanding shares of Old Liberty Media common stock, Liberty Braves common stock or Liberty SiriusXM Common Stock, as applicable, in each case, immediately following the 2016 Reclassification), of any taxes or losses resulting from (a) the 2016 Reclassification failing to qualify as a reorganization within the meaning of Section 368(a) of the Code, (b) the treatment, for U.S. federal income tax purposes, of any of Liberty Media’s tracking stocks as other than stock of Liberty Media or as Section 306 stock within the meaning of Section 306(c) of the Code as a result of the 2016 Reclassification, (c) the actual or deemed disposition or exchange of any assets or liabilities of Liberty Media or its subsidiaries for U.S. federal income tax purposes resulting from the 2016 Reclassification, or (d) any income, gain or loss recognized by Liberty Media’s stockholders for U.S. federal income tax purposes as a result of the 2016 Reclassification (except with respect to the receipt of cash in lieu of fractional shares); provided, however, that any taxes and losses resulting from (i) deferred intercompany items or excess loss accounts (within the meaning of applicable U.S. Treasury Regulations) recognized as a result of the 2016 Reclassification, and that would otherwise be allocable to the Liberty Media business or the New Sirius business, shall be allocated to Liberty Media or New Sirius, respectively, and (ii) any actual or deemed exchange or disposition for tax purposes of Liberty Media’s 1.375% Cash Convertible Senior Notes due 2023 as a result of the 2016 Reclassification shall be allocated to Liberty Media;

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Liberty Media and New Sirius shall each be allocated a proportionate amount, based upon, in the case of Liberty Media, the sum of the market capitalization of Liberty Formula One Common Stock and Liberty Live Common Stock and, in the case of New Sirius, the market capitalization of Liberty SiriusXM Common Stock (in each case, determined based upon the volume weighted average price for the shares of FWONK, the shares of LLYVK or the shares of LSXMK, as applicable, over the first three trading days following the commencement of regular way trading of each such series of stock after the 2023 Reclassification, multiplied by the number of outstanding shares of Liberty Formula One Common Stock, Liberty Live Common Stock or Liberty SiriusXM Common Stock, as applicable, in each case, immediately following the 2023 Reclassification), of any taxes or losses resulting from (a) the 2023 Reclassification failing to qualify as a reorganization within the

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meaning of Section 368(a) of the Code, (b) the treatment, for U.S. federal income tax purposes, of any of Liberty Media’s tracking stocks as other than stock of Liberty Media or as Section 306 stock within the meaning of Section 306(c) of the Code as a result of the 2023 Reclassification, (c) the actual or deemed disposition or exchange of any assets or liabilities of Liberty Media or its subsidiaries for U.S. federal income tax purposes resulting from the 2023 Reclassification, or (d) any income, gain or loss recognized by Liberty Media’s stockholders for U.S. federal income tax purposes as a result of the 2023 Reclassification (except with respect to the receipt of cash in lieu of fractional shares); provided, however, that any taxes and losses resulting from deferred intercompany items or excess loss accounts (within the meaning of applicable U.S. Treasury Regulations) recognized as a result of the 2023 Reclassification, and that would otherwise be allocable to the Liberty Media business or the New Sirius business, shall be allocated to Liberty Media or New Sirius, respectively;

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any taxes and tax items arising from the distribution of rights to acquire shares of LSXMK on May 15, 2020 shall be allocated to New Sirius;

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any taxes and tax items arising from the distribution of rights to acquire Series C Liberty Braves common stock on May 18, 2016 shall be allocated to Liberty Media;

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Liberty Media shall be allocated any taxes and tax items arising from (a) Liberty Media’s spin-off from Starz and (b) Liberty Media’s spin-off of Liberty Broadband Corporation;

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with respect to any taxes and losses arising the ABHI Split-Off Transactions in July 2023, (a) Liberty Media shall be allocated any taxes and losses that are (i) attributable to the distribution of ABHI common stock to holders of Liberty Formula One Common Stock as part of the ABHI Split-Off Transactions or (ii) allocated to ABHI pursuant to the tax sharing agreement entered into by Liberty Media and ABHI; (b) New Sirius shall be allocated any taxes and losses arising from the exchange of ABHI common stock in exchange for certain Liberty Media debt obligations attributed to the Liberty SiriusXM Group in the ABHI Split-Off Transactions, other than any such taxes and losses allocated to ABHI pursuant to the tax sharing agreement entered into by Liberty Media and ABHI; and (c) any other taxes and losses arising from the ABHI Split-Off Transactions shall be allocated between Liberty Media and New Sirius proportionately based upon, in the case of Liberty Media, the sum of the market capitalization of Liberty Formula One Common Stock and Liberty Live Common Stock and, in the case of New Sirius, the market capitalization of Liberty SiriusXM Common Stock (in each case, determined based upon the volume weighted average price for the shares of FWONK, the shares of LLYVK or the shares of LSXMK, as applicable, over the first three trading days following the commencement of regular way trading of each such series of stock after the date of the 2023 Reclassification, multiplied by the number of outstanding shares of Liberty Formula One Common Stock, Liberty Live Common Stock or Liberty SiriusXM Common Stock, as applicable, in each case, immediately following the 2023 Reclassification).

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New Sirius shall be allocated any tax benefit resulting from the carryback of a tax item allocated to New Sirius during any taxable period, except that Liberty Media shall be allocated any tax benefit that results from the carryback of a tax item that would otherwise be allocated to New Sirius arising during a tax year beginning after the Split-Off Effective Date and carried back and utilized on a tax return that Liberty Media is responsible for filing for a pre-distribution period to the extent (and only to such extent) that such carryback increases the taxes or reduces the tax benefits that would otherwise be allocable to Liberty Media;

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for any pre-distribution period: (a) Liberty Media shall be allocated any taxes and tax items arising from the issuance, vesting, exercise or settlement of any compensatory equity interests with respect to any series of Liberty Formula One Common Stock, Liberty Live Common Stock, Liberty Braves common stock, or Old LMC common stock; (b) New Sirius shall be allocated any taxes and tax items arising from the issuance, vesting, exercise or settlement of any compensatory equity interests with respect to any series of Liberty SiriusXM Common Stock, and (c) any other taxes or tax items related to employee, independent contractor or director compensation or employee benefits shall be allocated to Liberty Media to the extent that the Liberty Media business is or was responsible for the underlying obligation and to New Sirius to the extent that the New Sirius business is or was responsible for the underlying obligation;

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for any post-distribution period: (a) Liberty Media shall be allocated any taxes and tax items arising from the issuance, vesting, exercise or settlement of any compensatory equity interests with respect to any class or series of Liberty Formula One Common Stock or Liberty Live Common Stock, (b) New Sirius shall be allocated any taxes and tax items arising from the issuance, vesting, exercise or settlement of any compensatory equity interests with respect to any class or series of New Sirius Common Stock, and (c) any other taxes or tax items related to employee, independent contractor or director compensation or employee benefits shall be allocated to Liberty Media to the extent that the Liberty Media business is or was responsible for the underlying obligation and to New Sirius to the extent that the New Sirius business is or was responsible for the underlying obligation;

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any alternative minimum federal tax credit shall be allocated between New Sirius and Liberty Media in a manner that offsets the excess of the net payments previously made between the parties with respect to the tax return in which the corresponding alternative minimum federal tax liability was reported and the net payments that would have been made between the parties if no alternative minimum federal tax liability had been owed with respect to such tax return (treating any payment received as a negative amount of net payments made for this purpose);

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for any tax period (whether beginning before, at or after the Split-Off Effective Time), taxes and tax items of any subsidiary that is acquired, directly or indirectly, after the Split-Off by any member of the New Sirius group or by any member of the Liberty Media group shall generally be allocated to New Sirius or Liberty Media, respectively;

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all obligations or liabilities of Liberty Media to make any payment, and rights of Liberty Media to receive any payment, pursuant to its tax sharing agreements with Starz, Liberty Broadband Corporation and ABHI shall be allocated to Liberty Media, except that any payments received by Liberty Media from ABHI resulting from the making of an election under Section 336(e) of the Code with respect to the ABHI Split-Off Transactions shall be allocated to Liberty Media and New Sirius in proportion to the taxes arising from the ABHI Split-Off Transactions that are allocated to Liberty Media and New Sirius, respectively; and

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all tax benefits arising from the making of an election under Section 336(e) of the Code (as discussed below) if the Split-Off fails to qualify for the Split-Off Intended Tax Treatment shall be allocated to Liberty Media and New Sirius in proportion to the amount of taxes arising from the Split-Off that are paid by Liberty Media and New Sirius pursuant to the Tax Sharing Agreement (after giving effect to any indemnification payments made under the agreement).

Except as described below, payments will initially be made between Liberty Media and New Sirius on the basis of the tax returns as filed, or if the tax is not reported on a tax return, on the basis of the amount of tax initially paid to the tax authority. Additional payments will then be made if additional taxes are subsequently paid, refunds or tax benefits are subsequently received or utilized, or the amount or character of any tax item is adjusted or redetermined. Payments that are not made within the time period prescribed by the Tax Sharing Agreement will bear interest until they are made. For purposes of the Tax Sharing Agreement, taxes with respect to a pre-distribution period that were allocated and debited to the Liberty SiriusXM Group in accordance with the tax sharing policies of Liberty Media in effect prior to the Split-Off shall be treated as payments that were made by New Sirius to Liberty Media in respect of such taxes, and tax benefits with respect to a pre-distribution period that were allocated and credited to the Liberty SiriusXM Group in accordance with the tax sharing policies of Liberty Media in effect prior to the Split-Off as a result of the use of those tax benefits by one or more of Liberty Media’s tracking stock groups other than the Liberty SiriusXM Group shall be treated as payments that were made by Liberty Media to New Sirius in respect of such tax benefits.

Liberty Media will be responsible for preparing and filing all tax returns for any tax year beginning on or before the date of the Split-Off which include tax items allocable to both the New Sirius business and Liberty Media business, and any tax returns for any tax year beginning after the date of the Split-Off that includes one or more members of the New Sirius group and one or more members of the Liberty Media group. In addition, for any tax year beginning on or before the date of the Split-Off, Liberty Media will be responsible for preparing and filing any tax returns that include only tax items allocable to Liberty Media’s business, and New Sirius will be responsible for preparing and filing any tax returns that include only tax items

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allocable to the New Sirius business, and for any tax year beginning after the date of the Split-Off, Liberty Media will be responsible for preparing and filing any tax returns that include only one or more members of the Liberty Media group, and New Sirius will be responsible for preparing and filing any tax returns that include only one or more members of the New Sirius group.

On any tax return that New Sirius is responsible for preparing and filing, New Sirius may not take (and shall cause the members of the New Sirius group not to take) any position that it knows, or reasonably should know, is inconsistent with the methods, conventions, practices, principles, positions, or elections used by Liberty Media in preparing any tax return that includes tax items of the New Sirius business and Liberty Media business (unless (a) the failure to take such position would be contrary to applicable law or (b) taking such position would not reasonably be expected to adversely affect any member of the Liberty Media group), and New Sirius and the members of the New Sirius group must allocate tax items between any tax returns for which New Sirius is responsible and any related tax return that includes tax items of the New Sirius business and Liberty Media business for which Liberty Media is responsible that are filed with respect to the same tax year in a manner that is consistent with the reporting of such tax items on the tax return prepared by Liberty Media. New Sirius has also agreed to make any elections under applicable tax law necessary to effect such allocation. If requested by New Sirius, Liberty Media will use commercially reasonable efforts to obtain a refund from the carryback of a tax benefit that is allocable to the New Sirius business in a tax year beginning after the Split-Off to a tax return for which Liberty Media is responsible for preparing in a tax year beginning prior to the Split-Off. Moreover, any refund that New Sirius may obtain will be net of any portion of such tax benefit that is allocated to Liberty Media under the special allocation rules described above.

Liberty Media will generally have the authority to respond to and control all tax proceedings, including tax audits, involving any taxes reported on tax returns for which Liberty Media is responsible for preparing and filing, and New Sirius will have the right to participate, at New Sirius’ own cost and expense, in such tax proceedings to the extent they involve taxes or tax benefits allocable to New Sirius. New Sirius will generally have the authority to respond to and control all tax proceedings, including tax audits, involving any taxes reported on tax returns for which New Sirius is responsible for preparing and filing, and Liberty Media will have the right to participate, at its own cost and expense, in such tax proceedings to the extent they involve taxes or tax benefits allocable to Liberty Media. Notwithstanding the foregoing, Liberty Media and New Sirius will have the authority to jointly control all proceedings, including tax audits, involving any taxes or tax-related losses arising from the Split-Off, the 2016 Reclassification or the 2023 Reclassification.

The Tax Sharing Agreement further provides for the exchange of information with respect to tax matters (and confidentiality protections related to such exchanged information), the retention of records that may affect the tax liabilities of the parties to the agreement, and cooperation between Liberty Media and New Sirius with respect to tax matters.

Liberty Media will, in its reasonable discretion and in consultation with New Sirius, determine whether to make a protective election under Section 336(e) of the Code and the U.S. Treasury Regulations promulgated thereunder (and any corresponding or analogous provisions of state and local tax law), which will generally allow New Sirius to obtain a fair market value basis in the assets contributed by Liberty Media in the Contribution if the Split-Off were to fail to qualify for the Split-Off Intended Tax Treatment. Notwithstanding the foregoing, Liberty Media is entitled in good faith to decline to make such election.

To the extent permitted by applicable tax law, New Sirius and Liberty Media will treat any payments made under the Tax Sharing Agreement or the Reorganization Agreement as a capital contribution or distribution (as applicable) occurring immediately prior to the Split-Off.

Finally, each of Liberty Media and New Sirius will be restricted by certain covenants related to the Split-Off. These restrictive covenants require that none of Liberty Media, New Sirius, any member of their respective groups, or any of their respective affiliates take, or fail to take, any action following the Split-Off if such action or failure to act (a) would be inconsistent with or preclude the Contribution and Split-Off from qualifying for the Split-Off Intended Tax Treatment or (b) would cause Liberty Media, New Sirius, any of their respective subsidiaries at the time of the Split-Off, or the Liberty Media stockholders who receive shares of New Sirius stock pursuant to the Split-Off to recognize gain or loss, or otherwise include any amount in income, as a result of the Contribution and/or the Split-Off for U.S. federal income tax purposes

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(except with respect to (a) the receipt of cash in lieu of fractional shares and (b) certain items of income or gain (i) arising from the deemed exchange, for U.S. federal income tax purposes, of certain New Sirius Liabilities or (ii) that are not excludable by reason of the qualification of the Split-Off Transactions as a reorganization and are taken into account pursuant to the consolidated return regulations in connection with the Split-Off).

New Sirius will also be subject to specific restrictions that are intended to preserve the generally tax-free status of the Split-Off. During the two-year period following the Split-Off, these covenants will restrict the ability of New Sirius to discontinue the conduct of certain businesses, to merge, consolidate, liquidate, or dissolve New Sirius or Sirius, to redeem or repurchase New Sirius Common Stock, or to enter into certain other corporate transactions that may cause New Sirius to undergo either a 45% or greater change in the ownership of its voting stock or a 45% or greater change in the ownership (measured by value) of all classes of its stock, taking into account the Merger. Notwithstanding the foregoing, New Sirius may take certain actions otherwise subject to these restrictions if Liberty Media consents to the taking of such action or if New Sirius obtains an opinion from an independent law firm or accounting firm, in either case, reasonably satisfactory to Liberty Media, to the effect that such action will not affect the generally tax-free status of the Split-Off.

Further, each party will be restricted from taking any position for tax purposes that is inconsistent with the representations and statements provided by Liberty Media, New Sirius, Sirius XM Holdings and others in connection with the tax opinion delivered by Skadden Arps to Liberty Media with respect to the Split-Off.

The parties must indemnify each other for taxes and losses allocated to them under the Tax Sharing Agreement and for taxes and losses arising from a breach by them of their respective covenants and obligations under the Tax Sharing Agreement.

Notwithstanding the Tax Sharing Agreement, under U.S. Treasury Regulations, each member of a consolidated group is severally liable for the U.S. federal income tax liability of each other member of the consolidated group. Accordingly, with respect to periods prior to the Split-Off in which certain of the SiriusXM Entities have been included in Liberty Media’s consolidated group or another company’s consolidated group, the SiriusXM Entities could be liable to the U.S. government for any U.S. federal income tax liability incurred, but not discharged, by any other member of such consolidated group. However, if any such liability were imposed, New Sirius would generally be entitled to be indemnified by Liberty Media for tax liabilities allocated to Liberty Media under the Tax Sharing Agreement.

This summary is qualified in its entirety by reference to the full text of the Tax Sharing Agreement, a form of which is filed as an exhibit to New Sirius’ registration statement on Form S-4 of which this proxy statement/notice/prospectus/information statement forms a part.

Merger Agreement

The following summary describes the material provisions of the Merger Agreement and is qualified in its entirety by reference to the complete text of the Merger Agreement and any amendments thereto, including the First Amendment to the Agreement and Plan of Merger, dated as of June 16, 2024, copies of which are attached as Annex D and Annex E, respectively, to, and are incorporated by reference in, this proxy statement/notice/prospectus/information statement. The provisions of the Merger Agreement are extensive and not easily summarized. Accordingly, this summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully in its entirety for a more complete understanding of the Merger Agreement.

The Merger Agreement and this summary of its terms have been included with this proxy statement/notice/prospectus/information statement to provide you with information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about Liberty Media or Sirius XM Holdings from the public reports filed with the SEC or otherwise. The representations and warranties contained in the Merger Agreement have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocate risk between the parties, rather

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than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders. Furthermore, you should not rely on the covenants relating to the conduct of Liberty Media’s, New Sirius’ or Sirius XM Holdings’ businesses during the pendency of the transaction in the Merger Agreement as actual limitations on the respective businesses of Liberty Media, New Sirius and Sirius XM Holdings, because any party may take certain actions that are either expressly permitted in the confidential disclosures to the Merger Agreement or are otherwise consented to by the appropriate party, which consent may be given without prior notice to the public.

On December 11, 2023, Liberty Media, New Sirius, Merger Sub and Sirius XM Holdings entered into the Merger Agreement to provide for, among other things, the principal corporate transactions required to effect the Merger and certain conditions to the Merger. On June 16, 2024, Liberty Media, New Sirius, Merger Sub and Sirius XM Holdings entered into the First Amendment to the Agreement and Plan of Merger to, among other things, amend the ratio of shares of Sirius XM Common Stock to be exchanged for shares of New Sirius Common Stock in the Merger in order to reduce the total number of outstanding shares of New Sirius Common Stock as of immediately following the closing of the Merger and make certain other changes.

Structure of the Merger

At the Merger Effective Time, Merger Sub will merge with and into Sirius XM Holdings, and Sirius XM Holdings will be the Surviving Corporation in the Merger. Upon completion of the Split-Off and the Merger, except as set forth in the Reorganization Agreement, New Sirius will own and hold, directly or indirectly, the New Sirius Assets and Liabilities (other than liabilities satisfied in connection with the Merger), and Sirius XM Holdings will become a wholly owned subsidiary of New Sirius.

Effective Time and Completion of the Merger

The Merger will become effective when the certificate of merger has been filed with and accepted by the Secretary of State of the State of Delaware, or at such later time as may be agreed by the parties and specified in the certificate of merger. Subject to the satisfaction or, if permissible, waiver of the conditions to the completion of the Merger set forth in the Merger Agreement (including the completion of the Split-Off), the completion of the Merger will take place substantially concurrently with, but following, the Split-Off Effective Time on the date that the Split-Off is completed.

We cannot assure you when, or if, all of the conditions to the Merger will be satisfied or, where permissible, waived. See “— Conditions to Completion of the Merger” below. The parties intend to complete the Merger as promptly as practicable, subject to receipt of the requisite stockholder and regulatory approvals.

Directors and Officers of New Sirius after Completion of the Merger

At the Merger Effective Time and pursuant to New Sirius’ amended and restated charter, the New Sirius board of directors will consist of a total of nine directors and be classified and divided into three classes, designated Class I, Class II and Class III, with each class initially consisting of three directors. Liberty Media has designated five individuals, including Mr. Maffei and four other directors (with three of such four director designees satisfying certain independence requirements). Sirius XM Holdings has designated four individuals, including Ms. Witz and three other directors (with these three director designees satisfying certain independence requirements). Liberty Media has designated the following five individuals as the Liberty Media Designees: Mr. Maffei, Mr. Evan Malone, Mr. Meyer, Mr. Zaslav and Mr. Rapino. Sirius XM Holdings has designated the following four individuals as the Sirius XM Holdings Designees: Ms. Witz, Mr. Hartenstein, Ms. Procope and Ms. Salen. In connection with the foregoing appointments, (a) Sirius XM Holdings has designated Mr. Hartenstein, Ms. Salen and Ms. Witz as the initial Class I directors for a term expiring at the first annual meeting of stockholders of New Sirius held after the Merger Effective Time, (b) Sirius XM Holdings has designated Ms. Procope and Liberty Media has designated Mr. Evan Malone and Mr. Meyer as the initial Class II directors for a term expiring at the second annual meeting of stockholders of New Sirius held after the Merger Effective Time and (c) Liberty Media has designated Mr. Maffei, Mr. Zaslav and Mr. Rapino as the initial Class III directors for a term expiring at the third annual meeting of stockholders of New Sirius held after the Merger Effective Time. Pursuant to New Sirius’ amended and restated charter, the board of directors of New Sirius is authorized to assign members of the board of

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directors already in office to their respective class. At each annual meeting of stockholders held after the Merger Effective Time, successors to the class of directors whose term expires at that annual meeting will be elected for a term expiring at the next succeeding annual meeting of stockholders. Following the third annual meeting held after the Merger Effective Time, the New Sirius board of directors will cease to be classified.

The officers of Sirius XM Holdings immediately prior to the Merger Effective Time will be, from and after the Merger Effective Time, the initial officers of New Sirius, each to hold office in accordance with New Sirius’ amended and restated charter and amended and restated bylaws, until each such officer’s successor is duly appointed and qualified, or until their earlier death, resignation or removal.

For more information on the proposed directors and executive officers of New Sirius, see “Management of New Sirius Following the Merger.”

Conversion of Shares; Exchange of Certificates

At the Merger Effective Time, each share of Sirius XM Common Stock issued and outstanding immediately prior to the Merger Effective Time (other than Treasury Shares and Liberty Owned SiriusXM Shares) will be converted into the right to receive the Merger Consideration, with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. In accordance with the terms of the Merger Agreement, Treasury Shares issued and outstanding immediately prior to the Merger Effective Time will be canceled and no consideration will be delivered in exchange therefor, and each Liberty Owned SiriusXM Share issued and outstanding immediately prior to the Merger Effective Time will be converted into one share of Surviving Corporation Common Stock.

Pursuant to the Merger Agreement, all of the limited liability company interests of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will be, in the aggregate, automatically converted and divided into that number of shares of the Surviving Corporation Common Stock equal to the number of shares of Sirius XM Common Stock outstanding immediately prior to the Merger Effective Time, excluding the Liberty Owned SiriusXM Shares and Treasury Shares.

For information on the treatment of stock options and restricted stock units with respect to Sirius XM Holdings, see “The Merger — Treatment of Outstanding Equity Awards.”

Promptly after the Merger Effective Time, the Exchange Agent will mail a letter of transmittal to each holder of record of a stock certificate which immediately prior to the Merger Effective Time represented outstanding shares of Sirius XM Common Stock, which at the Merger Effective Time were converted into the right to receive the Merger Consideration, with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock. This mailing will contain instructions on how to surrender Sirius XM Holdings stock certificates to receive the Merger Consideration the holder is entitled to receive under the Merger Agreement. When Sirius XM Holdings stock certificates are delivered to the Exchange Agent along with a properly executed letter of transmittal and any other required documents, such stock certificates will be canceled and such holder will receive shares in book-entry form representing that number of whole shares of New Sirius Common Stock that such holder has the right to receive under the Merger Agreement, with cash (without interest) being paid in lieu of any fractional shares of New Sirius Common Stock.

No letters of transmittal will be delivered to holders of shares in book-entry form unless they also hold certificated shares of Sirius XM Common Stock, in which case such holder must surrender such stock certificates together with a duly executed letter of transmittal (and any other documentation required thereby). Instead, each holder of book-entry shares may deliver to the Exchange Agent an agent’s message (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) with respect to any shares in book-entry form. Upon receipt by the Exchange Agent of an appropriate agent’s message (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), accounts holding shares of Sirius XM Common Stock in book-entry form will, at the Merger Effective Time, be automatically debited for the applicable number of shares of Sirius XM Common Stock, and promptly thereafter credited with the applicable number of shares of New Sirius Common Stock that such holder has the right to receive under the Merger Agreement.

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No dividends or other distributions with respect to New Sirius Common Stock with a record date after the Merger Effective Time will be paid to the holder of any unsurrendered stock certificates or non-exchanged book-entry shares with respect to the shares of New Sirius Common Stock that the holder thereof has the right to receive upon the surrender or exchange thereof until the holder of such stock certificate or book-entry shares surrenders such stock certificate or the holder of such book-entry shares exchanges such book-entry shares.

Following surrender of any stock certificate or exchange of book-entry shares, the record holder will receive, without interest:

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the amount of dividends or other distributions, payable with respect to that number of whole shares of New Sirius Common Stock issuable in exchange for such stock certificate or book-entry share, with a record date after the Merger Effective Time and paid with respect to New Sirius Common Stock prior to such surrender; and

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at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Effective Time but prior to such surrender or exchange and a payment date subsequent to such surrender or exchange payable with respect to such whole shares of New Sirius Common Stock.

For a description of the treatment of shares held in book-entry form, see “The Merger — Exchange of Sirius XM Holdings Shares” above.

Treatment of Fractional Shares

Holders of record of Sirius XM Common Stock will not receive fractional shares in connection with the Merger. Instead, the Exchange Agent will aggregate all fractional shares of New Sirius Common Stock held by holders of record into whole shares and sell the whole shares at prevailing market prices on behalf of those holders who would otherwise be entitled to receive a fractional share. The Exchange Agent will determine, in its sole discretion, when, how and through which broker-dealers such sales will be made without any influence by Sirius XM Holdings or New Sirius. Sirius XM Holdings and New Sirius anticipate that these sales will occur as soon as practicable after the Merger is completed. Those holders of record will then receive a cash payment in the form of a check in an amount equal to their pro rata share of the total net proceeds from such sales of the New Sirius Common Stock, less any applicable withholding taxes (with no interest, rounded down to the nearest cent). If such holders of record physically hold stock certificates or hold stock through the Transfer Agent’s Direct Registration System, the check for any cash that such holders of record may be entitled to receive instead of fractional shares of New Sirius Common Stock will be mailed to such holders separately.

Holders of Sirius XM Common Stock who hold their shares via a DTC Participant (or in street name) should reach out to their broker or other nominee with any questions regarding the treatment of fractional shares. The Exchange Agent will aggregate all fractional shares of New Sirius Common Stock held by DTC Participants into whole shares and sell the whole shares at prevailing market prices on behalf of such DTC Participants who would otherwise be entitled to receive a fractional share. The Exchange Agent will determine, in its sole discretion, when, how and through which broker-dealers such sales will be made without any influence by Sirius XM Holdings or New Sirius. Sirius XM Holdings and New Sirius anticipate that these sales will occur as soon as practicable after the Merger is completed. Holders of Sirius XM Common Stock who hold their shares in street name should contact their broker or other nominee for additional details.

Neither Sirius XM Holdings, New Sirius nor the Exchange Agent will guarantee any minimum sale price for any fractional shares. No interest will be paid on any cash you receive in lieu of a fractional share. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient stockholders. See “U.S. Federal Income Tax Consequences.”

Representations and Warranties; Material Adverse Effect

The Merger Agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications (including with respect to materiality and “material adverse effect” as such term is defined below).

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Reciprocal Representations and Warranties

The representations and warranties made by Liberty Media, New Sirius, Merger Sub and Sirius XM Holdings relate to, among other things:

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organization, standing, power and similar corporate matters;

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capital structure; and

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authorization with respect to the Merger Agreement, absence of conflicts and voting requirements.

Representations and Warranties of Liberty Media

In addition, the Merger Agreement also contains additional representations and warranties made by Liberty Media relating to, among other things, the following:

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documents filed by Liberty Media with the SEC, financial statements included in those documents, absence of certain changes and absence of certain undisclosed liabilities;

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information supplied by or on behalf of Liberty Media in connection with this proxy statement/notice/prospectus/information statement and the registration statement of which it is a part;

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brokers and other advisors;

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ownership by Liberty Media of Sirius XM Common Stock;

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solvency of Liberty Media and its subsidiaries;

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applicable state takeover laws;

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tax matters;

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absence of operations by certain subsidiaries of Liberty Media; and

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investigation and reliance with respect to Sirius XM Holdings’ representations and warranties.

Representations and Warranties of New Sirius and Merger Sub

In addition, the Merger Agreement also contains additional representations and warranties made by New Sirius and Merger Sub relating to, among other things, the following:

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absence of operations, and

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investigation and reliance with respect to Sirius XM Holdings’ representations and warranties.

Representations and Warranties of Sirius XM Holdings

In addition, the Merger Agreement also contains additional representations and warranties made by Sirius XM Holdings relating to, among other things, the following:

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documents filed by Sirius XM Holdings with the SEC, financial statements included in those documents and absence of certain undisclosed liabilities;

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information supplied by or on behalf of Sirius XM Holdings in connection with this proxy statement/notice/prospectus/information statement and the registration statements of which it is a part;

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brokers and other advisors;

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applicable state takeover laws;

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tax matters;

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opinion of financial advisor;

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no beneficial ownership in Liberty Media;

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investigation and reliance with respect to the representations and warranties of Liberty Media, New Sirius and Merger Sub; and

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financing.

The representations and warranties of each of the parties to the Merger Agreement will not survive the Merger Effective Time.

Certain of the representations and warranties made by the parties are qualified as to “knowledge,” “materiality,” or “material adverse effect.” Material Adverse Effect for purposes of the Merger Agreement, means with respect to any party, any event, occurrence, fact, condition, change, development or effect (an Event) that, individually or in the aggregate is or would reasonably be expected to be, materially adverse to the business, assets, properties, liabilities, results of operations or financial condition of such party and its subsidiaries taken as a whole, provided, however, that none of the following will be deemed in and of themselves, either alone or in combination, to constitute, nor will any of the following be taken into account in determining whether there has been, or would reasonably be expected to be, a “Material Adverse Effect”:

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general economic conditions attributable to the U.S. or global economy or financial, capital, securities or credit markets or Events therein (including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, price levels or trading volumes in the U.S. or foreign securities markets),

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general political conditions or Events (including any changes arising out of any outbreak or escalation of hostilities, civil disobedience, sabotage, acts of terrorism, military action or war (whether or not declared) or any other national or international calamity after the date of the Merger Agreement),

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weather conditions or Events due to natural disasters or the outbreak or worsening of an epidemic, pandemic or other health crisis (including COVID-19) or other force majeure events,

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financial or security market fluctuations or conditions,

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any Event affecting the industries, markets or geographies in which such party and its subsidiaries operate or the regulatory or business conditions in any jurisdiction in which such party or its subsidiaries has operations or in which products or services of such party or its subsidiaries is sold,

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any Event arising out of a change or proposed change in GAAP or applicable law, including in the repeal thereof, or in the enforcement thereof, after the date of the Merger Agreement,

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any changes in the relationship of such party or its subsidiaries, contractual or otherwise, with customers, employees, unions, suppliers, distributors, financing sources, partners or similar relationship or any resulting Event that was caused by the announcement, pendency or consummation of the Transactions,

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any Event or announcement of any Event affecting the price or trading volume of such party’s capital stock, the credit rating or other financial strength of such party or any of its subsidiaries (provided that the events, occurrences, facts, conditions, changes, developments or effects giving rise to or contributing to such change, if not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur), or

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any failure in the financial or operating performance of such party to meet published or unpublished revenue or earning projections, forecasts, expectations or budgets for any period (provided that the events, occurrences, facts, conditions, changes, developments or effects giving rise to or contributing to such failure, if not otherwise excluded from the definition of “Material Adverse Effect”, may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur).

Any Event which disproportionately affects such party and its subsidiaries relative to other participants in the industries in which such party or its subsidiaries operate will not be excluded from the determination of whether there has been a Material Adverse Effect, but only to the extent such Event, so disproportionately affects such party and its subsidiaries as it relates to the first six bullet points above.

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Sirius XM Holdings’ business, assets, properties, liabilities, results of operations or financial condition and any Event with respect thereto will be excluded for purposes of any determination as to the existence of a “Material Adverse Effect” with respect to New Sirius, the New Sirius business, Liberty Media, the Liberty SiriusXM Group or any subsidiary of Liberty Media or New Sirius.

Conduct of Business

Each of Liberty Media, New Sirius and Sirius XM Holdings has agreed to certain covenants in the Merger Agreement restricting the conduct of its respective businesses between the date of the Merger Agreement and the earlier of the Merger Effective Time and termination of the Merger Agreement.

Conduct of Business of Liberty Media and New Sirius

In general, each of Liberty Media and its subsidiaries (only with respect to New Sirius, the New Sirius business and New Sirius’ subsidiaries) and New Sirius and its subsidiaries has agreed that prior to the Merger Effective Time or the termination of the Merger Agreement in accordance with its terms, except as expressly permitted by the Merger Agreement, the Reorganization Agreement or any other transaction document contemplated thereby (collectively, the Transaction Agreements), as expressly required by applicable law or as set forth in certain confidential disclosure schedules provided by Liberty Media and New Sirius to Sirius XM Holdings in connection with the Merger Agreement, each of Liberty Media and New Sirius will and will cause their respective subsidiaries to:

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conduct their respective businesses in the ordinary course consistent in all material respects with past practice,

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comply in all material respects with all applicable laws and the requirements of all material contracts of New Sirius,

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use reasonable best efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees so that its goodwill and ongoing businesses are unimpaired at the Merger Effective Time, and

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keep in full force and effect all material insurance policies maintained, other than changes to such policies made in the ordinary course of business.

In addition, each of Liberty Media and New Sirius has agreed that, prior to the Merger Effective Time or the termination of the Merger Agreement in accordance with its terms, except as expressly permitted by the Transaction Agreements, required by applicable law, as set forth in certain confidential disclosure schedules provided by Liberty Media and New Sirius or as may be consented in writing by the Special Committee (which consent will not be unreasonably delayed, withheld or conditioned), in connection with the Merger Agreement, Liberty Media (only with respect to the New Sirius business, New Sirius and New Sirius’ subsidiaries) and New Sirius and its subsidiaries (with respect to the New Sirius business) have agreed not to, and not to permit their respective subsidiaries to subject to certain exceptions and limitations specified in the Merger Agreement:

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issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of Liberty SiriusXM Common Stock, New Sirius Common Stock or any other voting securities or equity interests in Liberty Media (with respect to LSXMA, LSXMB or LSXMK), New Sirius or any subsidiary of New Sirius or any class, or any subscriptions, options, warrants, calls, convertible or exchangeable securities or other rights, commitments or agreements of any kind to acquire any shares of capital stock, or any other ownership interest (including any phantom interest), in Liberty Media (with respect to LSXMA, LSXMB or LSXMK), New Sirius or any subsidiary of New Sirius, other than in connection with certain conversions related to outstanding convertible or exchangeable securities or the issuance or the exercise of certain stock based awards, in each case, as permitted under the Merger Agreement;;

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declare, set aside for payment or pay dividends on, or make any other distribution or payment in respect of, any shares of Liberty SiriusXM Common Stock or New Sirius Common Stock;

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split, combine, subdivide or reclassify any shares of Liberty SiriusXM Common Stock or New Sirius Common Stock;

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incur or assume any indebtedness for borrowed money or guarantee any indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Liberty Media, New Sirius or any of their respective subsidiaries, other than, among other things, (a) the assumption by New Sirius of Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and Liberty Media’s 3.75% Convertible Senior Notes due 2028, (b) the incurrence of indebtedness by New Sirius in connection with the promissory note to be entered into with Sirius XM Radio and (c) the incurrence of certain permitted indebtedness (including under the Margin Loan), subject to certain conditions specified in the Merger Agreement;

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directly or indirectly acquire by any manner any equity interests in or material assets of any person, division or business;

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make any investment (by contribution to capital, property transfers purchase of securities or otherwise) in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business consistent with past practice) to, any person or entity;

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amend the organizational documents of New Sirius or any of its subsidiaries or the organizational documents of Liberty Media (solely with respect to the Liberty SiriusXM Group) other than certain amendments related to the Split-Off;

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adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than as expressly contemplated by the Restructuring);

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settle or compromise (or amend any settlement or compromise related to) any action related to the New Sirius business, New Sirius or its subsidiaries other than in accordance with the Reorganization Agreement or with respect to the Agreed Settlement to the extent such amendments would not have an adverse impact on Sirius XM Holdings or the holders of Sirius XM Common Stock other than Liberty Media and its affiliates;

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use, encumber, or transfer or attribute out of the Liberty SiriusXM Group any assets that will be New Sirius Assets other than cash prior to the Measurement Date and as permitted by certain other provisions of the Merger Agreement;

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pay, discharge or satisfy liabilities, other than, among other things, (a) in the ordinary course of business consistent with past practice, (b) tax liabilities due and payable under applicable law and (c) any indebtedness of Liberty Media (with respect to the New Sirius business, New Sirius and New Sirius’ subsidiaries) and New Sirius or their subsidiaries (with respect to the New Sirius business);

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make any changes in the capital structure of New Sirius or any of its subsidiaries, other than, among other things, (a) the assumption by New Sirius of Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and Liberty Media’s 3.75% Convertible Senior Notes due 2028, (b) the incurrence of indebtedness by New Sirius in connection with the promissory note to be entered into with Sirius XM Radio and (c) the incurrence of certain permitted indebtedness (including under the Margin Loan), subject to certain conditions specified in the Merger Agreement;

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sell, transfer, lease, mortgage, encumber or otherwise dispose of or subject to any lien any of the Liberty Owned SiriusXM Shares (excluding, for the avoidance of doubt, any shares owned by the executive officers and directors of Liberty in their respective individual capacities or through entities for estate planning purposes) other than the pledging of any Liberty Owned SiriusXM Shares under the Margin Loan or any indebtedness that will be repaid on or prior to the Merger;

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take any action, or fail to take any action, that will result in Liberty Media being in breach of its obligations under the Sirius/Liberty Tax Sharing Agreement in any material respect;

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make any change to the certain existing tax policies of Liberty Media in any material respect that will (or would reasonably be expected to) adversely impact Sirius XM Holdings and its subsidiaries or the Liberty SiriusXM Group;

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except to the extent such action would not reasonably be expected to materially and adversely impact New Sirius, Sirius XM Holdings or their respective subsidiaries following the Split-Off, (a) make, change or revoke any material tax election, (b) settle or compromise any material tax liability with any governmental authority, (c) surrender any right to claim a material refund of taxes, (d) consent to any extension or waiver of the limitation period applicable to any material tax claim or assessment, (e) change any material method of tax accounting, (f) enter into any closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign law), (g) apply for any tax ruling or (h) file any amended material tax return;

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to the extent outstanding, take any action that will result in a change to the (a) conversion rate of Liberty Media’s 3.75% Convertible Senior Notes due 2028 from the conversion rate in effect as of the date of the Merger Agreement or (b) the exchange rate of Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 from the exchange rate in effect as of the date of the Merger Agreement, other than, in each case, as a result of any action by Sirius XM Holdings or any required change in connection with the Transactions; or

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agree to take any of the foregoing actions.

In addition, each of Liberty Media, New Sirius and Sirius XM Holdings have agreed that (a) prior to the Split-Off Effective Time and other than its business and operations conducted by Sirius XM Holdings and its subsidiaries, New Sirius will not conduct any business or operations other than in connection with the performance of its obligations under the Transaction Agreements and (b) Liberty Media and/or New Sirius will be permitted (subject to certain exceptions), directly or indirectly, to, among other things, (i) pay to Liberty Media (or reduce the amount of cash transferred by Liberty Media to New Sirius in connection with the Contribution by the amount of) Liberty SiriusXM Group’s customary allocation of corporate overhead charges, group insurance, payroll, employee benefit expenses, and fees and costs of professional service providers and (ii) pay to Liberty Media (or reduce the amount of cash transferred by Liberty Media to New Sirius in connection with the Contribution by the amount of) any taxes pursuant to existing tax sharing policies.

Conduct of Business of Sirius XM Holdings

In addition, Sirius XM Holdings has agreed that, prior to the Merger Effective Time or the termination of the Merger Agreement in accordance with its terms, except as expressly permitted by the Transaction Agreements, required by applicable law, as set forth in certain confidential disclosure schedules provided by Sirius XM Holdings or as may be consented to in writing by each of Liberty and New Sirius (such consent not to be unreasonably delayed, withheld or conditioned), Sirius XM Holdings has agreed not to, and not to permit its subsidiaries to, subject to certain exceptions specified in the Merger Agreement:

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issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of Sirius XM Common Stock, voting securities or equity interests or capital stock, voting securities or equity interests of any subsidiary of Sirius XM Holdings of any class, or any subscriptions, options, warrants, calls, convertible or exchangeable securities or other rights, commitments or agreements of any kind to acquire any shares of capital stock, or any other ownership interest (including any phantom interest), in Sirius XM Holdings or any of its subsidiaries, other than pursuant to the Merger Agreement or in connection with the exercise of existing stock based awards (subject to certain limitations);

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declare, set aside for payment or pay dividends on, or make any other distribution or payment in respect of, any shares Sirius XM Common Stock or otherwise make any payments to holders of Sirius XM Common Stock in their capacity as such, other than the payment of quarterly dividends in the ordinary course of business consistent with past practice;

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split, combine, subdivide or reclassify any shares of Sirius XM Common Stock;

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other than in the ordinary course of business consistent with past practice, materially amend (including by reducing an exercise price or extending a term) or materially waive any of its rights under, or materially accelerate the vesting under, any provision of the existing stock incentive plans of Sirius XM Holdings or any agreement evidencing any stock option, restricted stock unit or other right to acquire capital stock of Sirius XM Holdings or any similar or related contracts;

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make any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, any person (other than a subsidiary of Sirius XM Holdings) if such investment would reasonably be expected to impede or delay, in any material respect, the ability of the parties to satisfy any of the conditions to the Merger set forth in the Merger Agreement;

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settle or compromise the Specified Litigation Matter;

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take any action, or fail to take any action, that will result in Sirius XM Holdings being in breach of its obligations under the Sirius/Liberty Tax Sharing Agreement in any material respect;

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enter into a new line of business or cease, abandon, discontinue, dispose of, or materially modify operations with respect to any material existing line of business; or

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agree to take any of the foregoing actions.

Special Meeting

As soon as practicable following the date of effectiveness of this Form S-4 (but in no event later than 45 days after such date), Liberty Media will call and hold a meeting of the holders of LSXMA and LSXMB for the purpose of obtaining the Liberty Split-Off Stockholder Approval (the Liberty Stockholders Meeting). The obligation to call and hold such stockholders meeting will not be affected by, among other things:

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the commencement, public proposal, public disclosure or communication to Liberty Media of any Liberty SiriusXM Takeover Proposal (as defined below); or

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the withdrawal or modification of Liberty Media’s board of directors’ approval of the Transactions or Transaction Agreements or recommendation that the holders of LSXMA and LSXMB approve the Split-Off Proposal.

No Solicitation of Alternative Transactions by Liberty Media and New Sirius

For purposes of the Merger Agreement as it relates to Liberty Media and New Sirius, the term Liberty SiriusXM Takeover Proposal means any inquiry, proposal or offer from any person or “group” (as defined in Section 13(d) of the Exchange Act), other than Sirius XM Holdings and its subsidiaries, relating to any (a) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of the New Sirius business or New Sirius and its subsidiaries (including securities of its subsidiaries) equal to 10% or more of the New Sirius business’ or New Sirius’ and its subsidiaries’ consolidated assets or to which 10% or more of the New Sirius business’ or New Sirius’ and its subsidiaries’ revenues or earnings on a consolidated basis are attributable; (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership of any shares beneficially owned by Liberty Media or 10% or more of any class of equity securities of New Sirius; (c) tender offer or exchange offer that if consummated will result in any person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning 10% or more of any class of equity securities of New Sirius; or (d) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the New Sirius business, New Sirius or any of its subsidiaries, excluding, in all events, the Transactions.

Except as described below, Liberty Media and New Sirius have agreed that between the date of the Merger Agreement and the earlier of the Merger Effective Time and the termination of the Merger Agreement, each of Liberty Media and New Sirius:

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will, and will cause their respective subsidiaries and representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any person with respect to any Liberty SiriusXM Takeover Proposal;

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will, and will cause their respective subsidiaries and representatives to, promptly request each such person that has, within the 12 months preceding the date hereof, executed a confidentiality agreement in connection with its consideration of any Liberty SiriusXM Takeover Proposal to return or destroy all confidential information furnished prior to the execution of the Merger Agreement to or for the benefit of such person by or on behalf of Liberty Media, New Sirius or any of their respective subsidiaries and promptly terminate access by all persons (other than Sirius XM Holdings and their subsidiaries and representatives) to any physical or electronic data rooms relating to a possible Liberty SiriusXM Takeover Proposal; and

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will and will cause their respective subsidiaries and their representatives not to, directly or indirectly (a) solicit, initiate, cause, facilitate or encourage (including by way of furnishing non-public information) any inquiries, proposals or announcements that constitute, or could reasonably be expected to lead to, any Liberty SiriusXM Takeover Proposal; (b) participate in any discussions or negotiations with any third party regarding any Liberty SiriusXM Takeover Proposal; (c) enter into any letter of intent, agreement, arrangement or other understanding related to any Liberty SiriusXM Takeover Proposal; (d) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a person becoming an “interested shareholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in Liberty Media’s or New Sirius’ certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Liberty SiriusXM Takeover Proposal; (e) except as required by applicable law, waive any provisions of any confidentiality or standstill agreement (or any similar agreement) to which such party or any of its subsidiaries is a party relating to any such Liberty SiriusXM Takeover Proposal; (f) furnish any non-public information with respect to Liberty Media, New Sirius and their respective subsidiaries to any person or group (and their respective representatives and affiliates) making (or who would reasonably be expected to make) any such Liberty SiriusXM Takeover Proposal; or (g) resolve, propose or agree to do any of the foregoing.

•

promptly advise Sirius XM Holdings (through the Special Committee), orally and in writing, and in no event later than 24 hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Liberty Media in respect of any Liberty SiriusXM Takeover Proposal, and shall, in any such notice to Sirius XM Holdings (through the Special Committee), indicate (a) the identity of the person making such proposal, offer, inquiry or other contact and (b) the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and will include with such notice copies of any written materials received from or on behalf of such person relating to such proposal, offer, inquiry or request); and

•

keep Sirius XM Holdings fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and Liberty Media will provide Sirius XM Holdings with copies of any additional written materials received that relate to such proposals, offers, inquiries or requests) and the status of any such discussions or negotiations.

Liberty Media Board Recommendation and Adverse Recommendation Change

Except as permitted as described in the paragraph immediately below, Liberty Media’s board of directors (or any committee thereof) will not:

•

withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Sirius XM Holdings, its recommendation that the holders of LSXMA and LSXMB approve the Split-Off Proposal or its approval or declaration of advisability of the Reorganization Agreement and the

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Transactions, or approve or recommend, or propose publicly to approve or recommend, any Liberty SiriusXM Takeover Proposal (such actions referred to as a Liberty Adverse Recommendation Change);

•

approve or recommend, or publicly propose to approve or recommend, or cause or authorize Liberty Media or New Sirius or any of their subsidiaries to execute or enter into, any letter of intent or agreement related to any Liberty SiriusXM Takeover Proposal; or

•

recommend a Liberty SiriusXM Takeover Proposal to the stockholders of Liberty SiriusXM Common Stock.

However, the board of directors of Liberty Media may make a Liberty Adverse Recommendation Change if it determines, in good faith, after consulting with outside legal counsel that the failure to take such action would result in a violation of its fiduciary duties under applicable law.

No Solicitation of Alternative Transactions by Sirius XM Holdings

For purposes of the Merger Agreement as it relates to Sirius XM Holdings, the term SiriusXM Takeover Proposal means any inquiry, proposal or offer from any person or “group” (as defined in Section 13(d) of the Exchange Act), other than Liberty Media, New Sirius and their respective subsidiaries, relating to any (a) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of Sirius XM Holdings and its subsidiaries (including securities of subsidiaries) equal to 10% or more of Sirius XM Holdings consolidated assets or to which 10% or more of Sirius XM Holdings revenues or earnings on a consolidated basis are attributable; (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership of 10% or more of any class of equity securities of Sirius XM Holdings; (c) tender offer or exchange offer that if consummated will result in any person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning 10% or more of any class of equity securities of Sirius XM Holdings; or (d) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Sirius XM Holdings or any of its subsidiaries, excluding, in all events, the Transactions.

Sirius XM Holdings has agreed that between the date of the Merger Agreement and the earlier of the Merger Effective Time and the termination of the Merger Agreement, Sirius XM Holdings:

•

will and will cause its subsidiaries and representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person with respect to any SiriusXM Takeover Proposal;

•

will, and will cause its subsidiaries and representatives to, promptly request each such person that has, within the 12 months preceding the date hereof, executed a confidentiality agreement in connection with its consideration of any SiriusXM Takeover Proposal to return or destroy all confidential information furnished prior to the execution of the Merger Agreement to or for the benefit of such person by or on behalf of Sirius XM Holdings or any of its subsidiaries and promptly terminate access by all persons (other than Liberty Media, New Sirius and their subsidiaries and representatives) to any physical or electronic data rooms relating to a possible SiriusXM Takeover Proposal; and

•

will and will cause its subsidiaries and representatives not to, directly or indirectly (a) solicit, initiate, cause, facilitate or encourage (including by way of furnishing non-public information) any inquiries, proposals or announcements that constitute, or could reasonably be expected to lead to, any SiriusXM Takeover Proposal; (b) participate in any discussions or negotiations with any third party regarding any SiriusXM Takeover Proposal; (c) enter into any letter of intent, agreement, arrangement or other understanding related to any SiriusXM Takeover Proposal; (d) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation, or any restrictive provision of any applicable anti-takeover provision in Sirius XM Holdings certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a SiriusXM Takeover Proposal (and, to the extent permitted thereunder, Sirius XM Holdings will promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any person other than Liberty Media, New Sirius or their respective subsidiaries, under any such provisions); (e) except as required by applicable law, waive any

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provisions of any confidentiality or standstill agreement (or any similar agreement) to which Sirius XM Holdings or any of its subsidiaries is a party relating to any such SiriusXM Takeover Proposal; (f) furnish any non-public information with respect to Sirius XM Holdings and its subsidiaries to any person or group (and their respective representatives and affiliates) making (or who would reasonably be expected to make) any such SiriusXM Takeover Proposal; or (g) resolve, propose or agree to do any of the foregoing.

In connection with the receipt of any proposal, offer, inquiry or other contact received by, any information requested from, or any discussions or negotiations sought to be initiated or continued with, Sirius XM Holdings in respect of any SiriusXM Takeover Proposal, Sirius XM Holdings will promptly advise Liberty Media and New Sirius, orally and in writing, and in no event later than 24 hours after receipt of such proposal and indicate (a) the identity of the person making such proposal, offer, inquiry or other contact and (b) the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and will include with such notice copies of any written materials received from or on behalf of such person relating to such proposal, offer, inquiry or request).

Sirius XM Holdings Board Recommendation

Sirius XM Holdings’ board of directors (or any committee thereof) will not:

•

approve or recommend, or propose publicly to approve or recommend, any SiriusXM Takeover Proposal;

•

approve or recommend, or publicly propose to approve or recommend, or cause or authorize Sirius XM Holdings or any of its subsidiaries to execute or enter into, a letter of intent or agreement related to any SiriusXM Takeover Proposal; or

•

recommend a SiriusXM Takeover Proposal to the Sirius XM Holdings stockholders.

Nasdaq Listing

New Sirius will use reasonable best efforts to cause the shares of New Sirius Common Stock to be approved for listing on Nasdaq.

Transaction Litigation

Each of Liberty Media, New Sirius and Sirius XM Holdings will use its reasonable best efforts to defend against, and will promptly notify and keep reasonably informed of the status to the other parties to the Merger Agreement of all Transaction Litigation and bear its own fees, costs and expenses with respect to such Transaction Litigation (subject to certain provisions of the Reorganization Agreement). From the date of the Merger Agreement until the completion of the Merger, Liberty Media has the right to take control of the defense and settlement with respect to any and all Transaction Litigation and to employ and engage attorneys reasonably satisfactory to Liberty Media, upon written notice to the other parties of such election, provided that Liberty Media shall keep Sirius XM Holdings reasonably informed of the status of any such defense and shall regularly consult with, and consider in good faith any input from, Sirius XM Holdings with respect to any such defense. From and after the date of the completion of the Merger, New Sirius has the right to take control of the defense and settlement with respect to any Transaction Litigation and to employ and engage attorneys reasonably satisfactory to New Sirius, upon written notice to the other parties of such election, provided that New Sirius shall keep Liberty Media reasonably informed of the status of any such defense and shall regularly consult with, and consider in good faith any input from, Liberty Media with respect to any such defense. No party is permitted to settle any Transaction Litigation without the prior written consent of Liberty Media and New Sirius.

Each of Liberty Media, New Sirius and Sirius XM Holdings will use reasonable best efforts to pursue recovery for any liabilities arising from the Specified Litigation Matter or any Transaction Litigation under its applicable insurance policies; provided that, in the event such party obtains recovery after Sirius XM Holdings has paid any judgment or settlement amount with respect to a New Sirius liability, then proceeds of such recovery, subject to certain exceptions, will be paid to Sirius XM Holdings.

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Directors’ and Officers’ Indemnification and Insurance

From and after the Merger Effective Time, New Sirius will, and will cause its subsidiaries to, (a) indemnify, hold harmless and advance expenses to the individuals who at or prior to the Merger Effective Time were directors or officers of Sirius XM Holdings or any of its subsidiaries with respect to all Actions (as such term is defined in the Merger Agreement) and all claims, liabilities, losses, damages, judgments, fines, penalties, costs and expenses arising from, relating to or in connection with any Action based on or arising out of the fact that he or she is or was a director or officer of Sirius XM Holdings or such subsidiary or acts or omissions by them in their capacities as such (or taken at the request of Sirius XM Holdings or such subsidiary) at any time prior to the Merger Effective Time, to the fullest extent permitted under applicable law and (b) comply with its obligations to the indemnitees in respect of indemnification, advancement of expenses or exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time as provided in the organizational documents of Sirius XM Holdings or its subsidiaries, in indemnification agreements, in each case as in effect immediately prior to the Merger Effective Time or in any agreement in existence as of the date of the Merger Agreement providing for indemnification between Sirius XM Holdings (or any of its subsidiaries) and any such director or officer.

New Sirius will not settle, compromise or consent to the entry of any judgment in any threatened or actual action relating to any acts or omissions related to the provision of directors’ and officers’ indemnification and insurance specified in the Merger Agreement, for which indemnification could be sought by an indemnitee, unless such settlement compromise or consent includes an unconditional release of such indemnitee from all liability arising out of such claim or such indemnitee otherwise consents in writing to such settlement, compromise or consent (such consent not to be unreasonably delayed, withheld or conditioned). New Sirius and the indemnitees will cooperate in the defense of any claim and will provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested.

In addition, prior to the Merger Effective Time, Sirius XM Holdings will purchase a “tail” directors’ and officers’ liability insurance policy covering the six-year period from and after the Merger Effective Time for Sirius XM Holding’s current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance coverage currently maintained by Sirius XM Holdings from a comparable carrier to Sirius XM Holdings’ current directors’ and officers’ liability insurance carrier on terms that are no less favorable to the terms of the directors’ and officers’ liability insurance coverage currently maintained by Sirius XM Holdings as of the date of the Merger Agreement with respect to claims arising from facts or events that occurred on or before the Merger Effective Time.

If Sirius XM Holdings is unable to purchase the “tail” policy described in the immediately preceding paragraph as of the Merger Effective Time, then New Sirius will obtain an insurance and indemnification policy (from a comparable carrier as the current Sirius XM Holdings’ insurer) that provides directors’ and officers’ liability insurance for acts and omissions occurring at or prior to the Merger Effective Time for an aggregate period of no less than six years from the Merger Effective Time that is no less favorable to the directors and officers than Sirius XM Holdings’ existing policy.

In addition, New Sirius will obtain an insurance and indemnification policy (from a comparable carrier as the current Sirius XM Holdings insurer) that provides directors’ and officers’ liability insurance for events, actions and omissions occurring from and after the Merger Effective Time that is no less favorable to the indemnitees than Sirius XM Holdings’ existing policy.

In no event will Sirius XM Holdings or New Sirius be required to pay annual premiums for the coverages set forth above in excess of 300% of the last annual premium paid by Sirius XM Holdings for the directors’ and officers’ liability insurance coverage currently maintained by Sirius XM Holdings, provided, that if the annual premium for such policy exceeds 300% of the last annual premium paid by Sirius XM Holdings for the coverage currently maintained by Sirius XM Holdings, New Sirius or Sirius XM Holdings, as applicable, will obtain the available policy or policies with any annual premium equal to or less than 300% of the last annual premium paid by Sirius XM Holdings for the directors and officers liability insurance coverage currently maintained by Sirius XM Holdings that most closely satisfies the obligations described

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above in the aggregate. Sirius XM Holdings or New Sirius, as applicable, will use its reasonable best efforts to cause such policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder.

Financing

Sirius XM Radio had obtained commitments from the Commitment Parties for the Bridge Financing in an aggregate principal amount of $1.1 billion, proceeds of which, if funded, were expected to be funded to New Sirius in the form of a promissory note for payment of the Financed Obligations. Sirius XM Radio and certain of the Commitment Parties (or affiliates of the Commitment Parties) also entered into the Engagement Letters to arrange permanent financing, in lieu of the Bridge Financing, in the form of term loans and/or notes (an Alternative Financing).

In connection with the Bridge Financing and any Alternative Financing, the Merger Agreement provides that:

•

Sirius XM Holdings and its subsidiaries will use commercially reasonable efforts to launch a marketing process to obtain an Alternative Financing in the form of term “A” loans;

•

Sirius XM Holdings and its subsidiaries will terminate the Bridge Financing by an amount no less than the aggregate principal amount of any Alternative Financing obtained on or prior to the closing date of the Merger;

•

To the extent reasonably requested in writing by Liberty Media or New Sirius, Sirius XM Holdings and its subsidiaries will coordinate with Liberty Media and New Sirius in connection with the process of any Alternative Financing and will keep Liberty Media and New Sirius reasonably informed of the status of the Bridge Financing and any Alternative Financing;

•

Liberty Media and New Sirius will use their respective reasonable best efforts to provide all reasonable cooperation requested by Sirius XM Holdings in connection with the Bridge Financing or any Alternative Financing; and

•

Sirius XM Holdings and its subsidiaries will indemnify and hold harmless Liberty Media, New Sirius and any of their subsidiaries and any of their representative from and against any and all losses suffered or incurred by them in connection with any actions (if any) related to the Bridge Financing or any Alternative Financing taken by Liberty Media, New Sirius and any of their subsidiaries and any of their representatives in connection with the Financing and any Alternative Financing and any information used in connection with the foregoing, except to the extent that any such losses arise from (a) information provided in writing by Liberty Media or New Sirius, or any of their respective subsidiaries or any of their representatives or (b) the bad faith, gross negligence or willful misconduct of Liberty Media or New Sirius, or any of their respective subsidiaries or any of their respective representatives as determined by a court of competent jurisdiction in a final and non-appealable judgment.

On January 26, 2024, Sirius XM Radio entered into Alternative Financing in the form of the Sirius XM Radio Term Loan A and the Debt Commitment Letter related to the Bridge Financing was terminated. For more information, see “The Merger — Amount and Source of Funds and Financing; Expenses” and “Description of Certain Indebtedness.”

Tax Matters

The Merger Agreement contains additional covenants and agreements relating to tax matters, including:

•

Liberty Media, New Sirius, Sirius XM Holdings and their respective subsidiaries refraining from taking any action, failing to take any action, or causing any action to be taken that could reasonably be expected to cause (a) the exchanges of Sirius XM Common Stock for New Sirius Common Stock pursuant to the Merger, taken together with the Contribution, to fail to qualify for the Merger Intended Tax Treatment and (b) the Split-Off Transactions to fail to qualify for the Split-Off Intended Tax Treatment;

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Other Covenants and Agreements

The Merger Agreement contains additional covenants and agreements relating to, among other matters:

•

use of reasonable best efforts as it relates to certain regulatory related matters;

•

consultation and consent rights regarding any press releases or other public statements;

•

information and access rights and confidentiality;

•

notification of certain matters;

•

allocation of certain fees and expenses;

•

matters related to Rule 16b-3 of the Exchange Act;

•

the delisting of Sirius XM Common Stock;

•

certain restricted acquisitions by Sirius XM Holdings and Liberty Media;

•

matters related to certain intercompany arrangements and payables and termination of certain agreements;

•

undertakings by Liberty Media and effects of the Split-Off, including certain releases by the parties; and

•

actions related to state takeover statutes.

Conditions to Completion of the Merger

The obligations of each of Sirius XM Holdings, Liberty Media, New Sirius and Merger Sub to effect the Merger are subject to the satisfaction (or waiver solely with respect to the Regulatory Approvals Condition) of each of the following conditions on or prior to the Split-Off Effective Time:

•

receipt of the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LSXMA and LSXMB outstanding as of the record date, in each case, entitled to vote and that are present in person or by proxy at the Liberty Special Meeting, voting together as a separate class, in favor of the approval of the Redemption, in accordance with Liberty Media’s certificate of incorporation and bylaws;

•

the satisfaction or, to the extent permitted thereunder, waiver of the conditions set forth in the Reorganization Agreement (for more information regarding the conditions set forth in the Reorganization Agreement, see “Transaction Agreements — Reorganization Agreement — Conditions to Completion of the Contribution and the Redemption”);

•

receipt of all requisite regulatory approvals and such regulatory approvals are in full force and effect;

•

receipt by Liberty Media, Sirius XM Holdings and New Sirius of the approval of the Transactions and the Conversion under the Communications Act;

•

no law, order or other legal restraint will be in effect enjoining, restraining, preventing or prohibiting the consummation of any of the Transactions or making the consummation of any of the Transactions illegal;

•

declaration by the SEC of effectiveness of the Form S-4, of which this proxy statement/notice/prospectus/information statement forms a part, and no issuance of a stop order suspending the effectiveness of the registration statement on Form S-4 and no initiation or threatening by the SEC of proceedings for that purpose;

•

the effectiveness of the registration of the shares of New Sirius Common Stock under Section 12(b) of the Exchange Act;

•

approval of the listing on Nasdaq of the New Sirius Common Stock, subject to official notice of issuance; and

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•

consummation of the Contribution and the Redemption in accordance with the terms of the Reorganization Agreement.

Sirius XM Holdings’ obligations to complete the Merger are subject to the satisfaction (or waiver solely with respect to the conditions set forth in the first four bullet points immediately set forth below) of each of the following conditions on or prior to the Split-Off Effective Time:

•

the truth and accuracy of Liberty Media’s, Merger Sub’s and New Sirius’ representations and warranties as of the date of the completion of the Merger (subject to certain materiality and material adverse effect qualifications);

•

Liberty Media’s performance in all material respects of all of its obligations that are required by the Merger Agreement to be performed on or prior to the completion of the Merger;

•

New Sirius’ and Merger Sub’s performance in all material respects of all of their obligations that are required by the Merger Agreement to be performed on or prior to the completion of the Merger;

•

the delivery to Sirius XM Holdings of an officer’s certificate from an executive officer of Liberty Media and New Sirius, as applicable, as to the satisfaction of the conditions described in the three immediately preceding bullet points; and

•

the receipt by Sirius XM Holdings of an opinion from Simpson Thacher, in form and substance reasonably satisfactory to Sirius XM Holdings, to the effect that, for U.S. federal income tax purposes, the exchanges of Sirius XM Common Stock for New Sirius Common Stock pursuant to the Merger, taken together with the Contribution, will qualify for the Merger Intended Tax Treatment.

The obligations of each of Liberty Media, New Sirius and Merger Sub to complete the Merger are subject to the satisfaction (or waiver solely with respect to the conditions set forth in the first three bullet points immediately set forth below) of each of the following conditions on or prior to the Split-Off Effective Time:

•

the truth and accuracy of Sirius XM Holdings’ representations and warranties as of the date of the completion of the Merger (subject to certain materiality and material adverse effect qualifications);

•

Sirius XM Holdings’ performance in all material respects of all of its obligations that are required by the Merger Agreement to be performed on or prior to the completion of the Merger;

•

the delivery to Liberty Media of an officer’s certificate from an executive officer of Sirius XM Holdings as to the satisfaction of the conditions described in the two immediately preceding bullet points;

•

the receipt by Liberty Media of opinions from Skadden Arps, in form and substance reasonably acceptable to Liberty Media, to the effect that, for U.S. federal income tax purposes, (a) the Split-Off Transactions will qualify for the Split-Off Intended Tax Treatment, (b) the Split-Off and the Merger will not cause the ABHI Split-Off Transactions to fail to qualify for the ABHI Split-Off Intended Tax Treatment, and (c) the exchanges of Sirius XM Common Stock for New Sirius Common Stock pursuant to the Merger, taken together with the Contribution, will qualify for the Merger Intended Tax Treatment; and

•

the repayment or the arrangement for the repayment of all loans outstanding together with accrued interest and any additional amounts due under the Margin Loan.

Termination

The Merger Agreement may be terminated and the Transactions abandoned at any time prior to the Split-Off Effective Time:

•

by mutual written agreement of each of Sirius XM Holdings (through the Special Committee) and Liberty Media;

•

by either Sirius XM Holdings (through the Special Committee) or Liberty Media:

•

if the Transactions are not completed on or before the Walk-Away Date; provided that if a party’s breach of any of the Transaction Agreements is the primary cause of or resulted in such

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failure to complete the Merger prior to the Walk-Away Date then this termination right will not be available to such party;

•

if any law, order or other legal restraint of any governmental authority has the effect of enjoining, restraining, preventing or prohibiting the consummation of any of the Transactions or making the consummation of any of the Transactions illegal is in effect and has become final and non-appealable; provided however if a party’s breach is the primary cause of such law, order or other legal restraint then this termination right will not be available to such party; or

•

if the Liberty Split-Off Stockholder Approval is not obtained at the Liberty Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof; provided that, such termination right will only be available to Liberty Media if Liberty Media is not then in material breach of its obligations under the Merger Agreement related to obtaining the approval of the Split-Off Proposal by the holders of LSXMA and LSXMB or its non-solicitation obligations under the Merger Agreement;

•

by Sirius XM Holdings (through the Special Committee) if:

•

Liberty Media, New Sirius and/or Merger Sub breaches or fails to perform any of their respective representations, warranties, covenants or agreements set forth in the Merger Agreement or the Reorganization Agreement, which breach or failure to perform would result in the failure of (a) a closing condition regarding the accuracy of its representations and warranties or the performance by it in all material respects of its obligations under the Merger Agreement or (b) the completion of the Split-Off in accordance with the Reorganization Agreement and, in each case, such breach or failure to perform is incapable of being cured by the Walk-Away Date, or is not cured within 30 calendar days following receipt of written notice from the Special Committee (on behalf of Sirius XM Holdings) of such breach or failure to perform, except that Sirius XM Holdings will not have the right to terminate the Merger Agreement for this reason if Sirius XM Holdings is then in breach of any of its representations, warranties or covenants in the Merger Agreement and such breach would result in the failure of a closing condition regarding the accuracy of its representations and warranties or the performance by it in all material respects of its obligations under the Merger Agreement; or

•

a Liberty Adverse Recommendation Change has occurred;

•

by Liberty Media if Sirius XM Holdings breaches or fails to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement or Reorganization Agreement, which breach or failure to perform would result in the failure of (a) a closing condition regarding the accuracy of its representations and warranties or the performance by it in all material respects with its obligations under the Merger Agreement or (b) the completion of the Split-Off in accordance with the Reorganization Agreement and, in each case, such breach or failure to perform is incapable of being cured by the Walk-Away Date, or is not cured within 30 calendar days following receipt of written notice from Liberty Media of such breach or failure to perform, except that Liberty Media will not have the right to terminate the Merger Agreement for this reason if Liberty Media, New Sirius or Merger Sub is then in breach of any of its representations, warranties or covenants under the Merger Agreement and such breach would result in the failure of a closing condition regarding the accuracy of its representations and warranties or the performance by New Sirius, Merger Sub and itself in all material respects with their obligations under the Merger Agreement.

Effect of Termination

In the event the Merger Agreement is terminated as described above, the Merger Agreement will become null and void (other than certain specified provisions as described in the next sentence) and none of Liberty Media, Sirius XM Holdings or New Sirius, or their respective directors, officers and affiliates, will have any liability under the Merger Agreement except that nothing will relieve any party from liability for fraud or any willful breach of the Merger Agreement. Certain designated provisions of the Merger Agreement, including, but not limited to, the payment of fees and expenses and confidentiality restrictions and, under certain circumstances, the payment of the termination fee described below, will survive the termination of the Merger Agreement.

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Termination Fee

Amendment, Extension and Waiver

Amendment

At any time prior to the Merger Effective Time, the Merger Agreement may be amended in writing by action taken or authorized by Liberty Media’s, New Sirius’ and Sirius XM Holdings’ respective boards of directors (which, in the case of Sirius XM Holdings requires approval of the Special Committee), whether before or after receipt of the Liberty Split-Off Stockholder Approval, the Sirius XM Stockholder Written Consents, the New Sirius Written Consent or the Merger Sub Member Consent. Notwithstanding the immediately preceding sentence, following approval of the Transactions by the holders of LSXMA and LSXMB, the stockholders of Sirius XM Holdings, the sole stockholder of New Sirius or the sole member of Merger Sub, however, there cannot be any amendment which by law will require further approval by such stockholders without such approval. Any amendment or modification of the closing condition related to payment of the Margin Loan will require the prior written consent of each lender thereunder.

Extension and Waiver

At any time prior to the Merger Effective Time, Sirius XM Holdings (through the Special Committee), Liberty Media or New Sirius may, subject to applicable law:

•

waive any inaccuracies in the representations and warranties of any other party contained in the Merger Agreement;

•

extend the time for the performance of any of the obligations or other acts of any other party provided for in the Merger Agreement; or

•

waive compliance by any other party with any of the agreements or conditions (as explicitly permitted) contained in the Merger Agreement;

provided any waiver of the condition related to the payment of the Margin Loan will require the prior written consent of each lender thereunder.

Governing Law; Jurisdiction; Waiver of Jury Trial

Governing Law; Jurisdiction

The Merger Agreement will be governed by and construed in accordance with the laws of the State of Delaware.

Waiver of Jury Trial

The parties have agreed to waive all rights to trial by jury in any action arising out of the Merger Agreement.

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Specific Enforcement

The parties agree that irreparable damage will occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties have agreed that they will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement (without bond or other security being required), in addition to any other remedy to which they are entitled at law or in equity.

Voting Agreement

The following summary describes the material provisions of the Voting Agreement and is qualified in its entirety by reference to the complete text of the Voting Agreement and any amendments thereto, a copy of which is attached as Annex F to, and is incorporated by reference in, this proxy statement/notice/prospectus/information statement. The provisions of the Voting Agreement are extensive and not easily summarized. Accordingly, this summary does not purport to be complete and may not contain all of the information about the Voting Agreement that is important to you. We encourage you to read the Voting Agreement carefully in its entirety for a more complete understanding of the Voting Agreement.

In connection with the Merger Agreement and the Reorganization Agreement, Liberty Media, Sirius XM Holdings, New Sirius and each of the Malone Stockholders have entered into the Voting Agreement. Under the terms of the Voting Agreement, the Malone Stockholders have agreed, subject to the terms of the Voting Agreement, to vote or cause to be voted their respective shares of LSXMA and LSXMB, representing approximately 48.3% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB in the aggregate, as follows:

•

in favor of the Split-Off and the transactions contemplated thereby;

•

in favor of any adjournment proposal or postponement of any meeting of holders of LSXMA and LSXMB if such adjournment or postponement is proposed in accordance with the terms of the Merger Agreement;

•

against any action or proposal in favor of any Liberty SiriusXM Takeover Proposal, without regard to the terms of such Liberty SiriusXM Takeover Proposal; and

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against any action, proposal, transaction, agreement or amendment of Liberty Media’s certificate of incorporation or bylaws, in each case, which would reasonably be expected to (a) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liberty Media or New Sirius contained in the Merger Agreement, or of any Malone Stockholder contained in the Voting Agreement, for which such Malone Stockholder has received prior written notice from Liberty Media, Sirius XM Holdings or the Special Committee that it reasonably expects that such action or proposal will result in such a breach, (b) result in any of the conditions to the consummation of the transactions under the Merger Agreement or the Reorganization Agreement not being fulfilled or (c) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the Transactions.

In the event that the Liberty Media board of directors makes a Liberty Adverse Recommendation Change and Sirius XM Holdings elects not to terminate the Merger Agreement, then the obligations, covenants and restrictions set forth immediately above and with respect to certain other provisions of the Voting Agreement will be limited to only apply to the number of shares of LSXMA and LSXMB held by the Malone Stockholders equal in aggregate to approximately 33.37% of the total voting power of the issued and outstanding shares of LSXMA and LSXMB entitled to vote on the proposal to approve the Split-Off and the transactions contemplated thereby and present in person or by proxy at the Liberty Special Meeting or, with respect to any action by written consent, the total number of shares of LSXMA and LSXMB outstanding as of the record date established by Liberty Media with respect to such action by written consent, as applicable.

Subject to certain conditions, the Malone Stockholders have granted each of Eddy W. Hartenstein and James P. Holden an irrevocable proxy to vote their respective shares of LSXMA and LSXMB in accordance with the Voting Agreement.

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Subject to certain exceptions and limitations, each Malone Stockholder agrees not to directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of law or otherwise) or otherwise convey or dispose of, any of its respective shares of LSXMA and LSXMB, or any interest therein (including by merger, by testamentary disposition, by operation of law or otherwise), including the right to vote any such shares, as applicable.

The Voting Agreement automatically terminates upon the earliest to occur of (a) the date that the Merger Agreement or the Reorganization Agreement is validly terminated, (b) the Merger Effective Time, (c) the written agreement of Liberty Media, Sirius XM Holdings and the Malone Stockholders to terminate the Voting Agreement and (d) the date of any material modification, waiver or amendment of the Merger Agreement as in effect on the date of the Voting Agreement that adversely affects the value or tax treatment of the consideration payable to the Malone Stockholders, causes such consideration to include property other than New Sirius Common Stock and cash in lieu of fractional shares of New Sirius Common Stock, or adds new conditions or modifies any existing conditions to the completion of the Merger that materially and adversely affects any Malone Stockholder, without the consent of such affected Malone Stockholder, provided that with respect to a termination under (d), the Voting Agreement will only terminate with respect to the adversely affected Malone Stockholder.

Under the Voting Agreement, each of Sirius XM Holdings and New Sirius, jointly and severally, has agreed to indemnify each Malone Stockholder for certain losses incurred in connection with, arising out of or resulting from any actions arising out of the Voting Agreement or the performance of such Malone Stockholder’s obligations thereunder (including any actions brought by any of the stockholders, directors, officers or employees of New Sirius or Sirius XM Holdings), including, subject to certain conditions, reasonable fees and expenses of such Malone Stockholder incurred in the defense of any such claim brought by a third party. In addition, Sirius XM Holdings and New Sirius have agreed to pay up to $150,000 in the aggregate of reasonable out-of-pocket costs and expenses incurred by the Malone Stockholders in connection with the preparation, negotiation, execution and delivery of the Voting Agreement.

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DESCRIPTION OF BUSINESS OF NEW SIRIUS

New Sirius is currently a wholly owned subsidiary of Liberty Media. Upon completion of the Split-Off, New Sirius will be an independent company and Liberty Media will have no continuing stock ownership in New Sirius. New Sirius is a holding company, and, upon the completion of the Split-Off, New Sirius’ principal assets will consist of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group, including (1) all of Liberty Media’s direct and indirect interest in Sirius XM Holdings (which currently represents approximately 83% of the outstanding shares of Sirius XM Common Stock), (2) corporate cash, (3) Liberty Media’s 3.75% Convertible Senior Notes due 2028, (4) Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and (5) a margin loan obligation incurred by Liberty Media’s wholly owned special purpose subsidiary that will be repaid after the Split-Off in connection with the Merger, which is secured by shares of Sirius XM Common Stock. Substantially concurrently with, but following, the Split-Off Effective Time, Merger Sub will merge with and into Sirius XM Holdings, with Sirius XM Holdings surviving the Merger as the Surviving Corporation and wholly owned subsidiary of New Sirius, and New Sirius will, in connection with the completion of the Transactions, be renamed “Sirius XM Holdings Inc.”

The following description assumes that the Split-Off has been completed. Any references to the “Company,” “we,” “us,” or “ours” refers to Sirius XM Holdings and its consolidated subsidiaries following the Split-Off for this section only.

Overview

Sirius XM Holdings operates two complementary audio entertainment businesses — referred to as the “Sirius XM” business and “Pandora and Off-platform” business.

Sirius XM

The primary source of revenue from the Sirius XM business is subscription fees, with most of its customers subscribing to monthly, quarterly, semi-annual or annual plans. Sirius XM also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of its satellite radios and accessories, and other ancillary services. As of March 31, 2024, the Sirius XM business had approximately 33.4 million subscribers.

In addition to its audio entertainment businesses, Sirius XM provides connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. Sirius XM also offers a suite of data services that includes graphical weather, and fuel prices, a traffic information service, and real-time weather services in boats and airplanes.

Sirius XM also holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (Sirius XM Canada).

Pandora and Off-platform

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The majority of revenue from Pandora is generated from advertising on the Pandora ad-supported radio service which is sold under the Sirius XM Media brand. Pandora also derives subscription revenue from Pandora Plus and Pandora Premium subscribers.

Podcasting

In 2023, an estimated 120 million Americans listened to a podcast at least monthly. In 2020, Sirius XM acquired Stitcher, a leader in the distribution of podcasts. We have agreements to serve as the ad sales representative for many podcasts, including the leading podcast networks such as Audiochuck, Crooked Media and NBC News.

Sirius XM subscribers can also listen to their favorite podcasts with streaming access via the SiriusXM App and online. Covering topics such as true crime, news, politics, music, comedy, sports and entertainment, Sirius XM’s curated selection of podcasts comes from SiriusXM content edited into podcast format as well as from third parties.

The Pandora business also offers a portal, “Simplecast Creator Connect,” for podcasters to share their podcasts with new audiences and gather data about their shows. Podcasts submitted through this portal are offered to subscribers of Pandora’s ad-supported service as an additional benefit.

Through our Simplecast business we also offer a podcast management and analytics platform, allowing us to offer podcasters a solution for management, hosting, analytics and advertising sales.

SiriusXM Media

SiriusXM Media is an advertising sales group spanning SiriusXM Media and Pandora audio entertainment services. SiriusXM Media also sells advertising on audio platforms and in podcasts unaffiliated with us and serves as the exclusive advertising representative for other third party platforms and podcasters, including such major entities as SoundCloud and NBCUniversal. SiriusXM Media has a reach of more than 150 million monthly listeners, and gives brands, creators and publishers access to the largest digital audio advertising platform in North America.

SiriusXM Media offers advertisers the ability to execute campaigns in the U.S. across various platforms, including Pandora and SoundCloud. In addition, through AdsWizz, we provide a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and monetization solutions.

Our Sirius XM Business

Programming. We offer a dynamic programming lineup of commercial-free music plus sports, entertainment, comedy, talk, and news, including:

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an extensive selection of music genres, ranging from rock, pop and hip-hop to country, dance, jazz, Latin and classical;

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live play-by-play sports from major leagues and colleges;

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a multitude of talk, entertainment and comedy channels for a variety of audiences;

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a wide range of national, international and financial news; and

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exclusive limited run channels.

We believe that our broad and diverse programming, including our lineup of exclusive content, is a significant differentiator from terrestrial radio and other audio entertainment providers. We make changes to our programming lineup from time to time as we strive to attract new subscribers and offer content which appeals to a broad range of audiences and to our existing subscribers. The channel lineups for our services are available at siriusxm.com.

Our Sirius XM business aims to be a platform for diverse perspectives and to facilitate dialogue on a broad set of issues. This is reflected across the content provided to listeners, which includes channels dedicated

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to diverse and historically underrepresented groups, as well as broader programming celebrating such events as Black History Month, Latinx and Hispanic Heritage Month, LGBTQIA+ Pride Month, and Women’s History Month. We continue to expand our offerings, including through programming that represents diverse viewpoints, historically underserved audiences and original content of a type not typically available to consumers.

Sirius XM Streaming Service. Our streaming service includes a variety of music and non-music channels, including channels and content that are not available on our satellite radio service, and podcasts. Consumers can access our streaming service on iOS and Android mobile devices, web browsers and other internet connected devices.

Our streaming service currently features: the broad range of music, sports, talk, news and entertainment channels available on satellite radio; access to over 200 additional music channels; on-demand new and archive episodes of SiriusXM shows and specials, and video content, including video from The Howard Stern Show, encompassing in-studio performances, interviews and behind-the-scenes moments with artists, personalities and newsmakers.

Our Sirius XM service also includes a library of podcasts, some of which are exclusive to our service, and other on demand content.

Our streaming service is included as part of the vast majority of Sirius XM’s satellite radio subscription plans, including the Music Showcase, Music and Entertainment, and Platinum plans. We also offer our streaming service in several standalone packages, which do not include a satellite radio subscription. These packages, which include the Streaming Music Showcase, Streaming Music and Entertainment, Streaming Platinum, and All Access (App only) plans are available to consumers at various prices and include a variety of content. Our Artist Stations feature, which allows subscribers to create their own customized ad-free music stations within the SiriusXM App and on capable 360L in-vehicle radios, is offered to consumers as part of our All Music Plan, All Access (App only), Streaming Platinum and Platinum plans.

We have agreements with makers of electric vehicles, such as Lucid and Rivian, to include the SiriusXM experience as part of their vehicles. We also have entered into agreements with third parties designed to increase the distribution and ease of use of our streaming service, including through connected devices. In addition, we have arrangements with various services and consumer electronics manufacturers to include the Sirius XM streaming functionality with their service and devices.

360L. Our advanced automotive platform, which we call “360L,” combines our satellite and streaming services into a single, cohesive in-vehicle entertainment experience. We have agreements with many automakers to deploy our 360L interface in a variety of vehicles. In 2023, our 360L platform was included in approximately 129 vehicle models manufactured for sale in the U.S. We expect that 360L will be included in a majority of vehicles that include Sirius XM functionality in the future.

360L allows us to take advantage of advanced in-dash infotainment systems. 360L is intended to leverage the ubiquitous signal coverage and low delivery costs of our satellite infrastructure with the two-way communication capability of a wireless streaming service to provide consumers seamless access to our content, including our live channels, on demand service, podcasts and personalized music services. The wireless streaming connection included in 360L enables enhanced search and recommendations functions, making discovery of our content in the vehicle easier. 360L also provides us data on how our subscribers use our service.

Distribution of Radios

New Vehicles. We distribute satellite radios through the sale and lease of new vehicles. We have agreements with major automakers to offer satellite radios in their vehicles. Satellite radios are available as a factory-installed feature in substantially all vehicle makes sold in the U.S.

Most automakers include a trial subscription to our service in the sale or lease of their new vehicles. In certain cases, we receive subscription payments from automakers in advance of the activation of our service. We share with certain automakers a portion of the revenues we derive from subscribers using vehicles equipped to receive our service. We also reimburse various automakers for certain costs associated with the

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satellite radios installed in new vehicles, including in certain cases hardware costs, engineering expenses and promotional and advertising expenses.

Previously Owned Vehicles. We acquire subscribers through the sale and lease of previously owned vehicles with factory-installed satellite radios. We have entered into agreements with many automakers to include a subscription to our service in the sale or lease of vehicles which include satellite radios sold through their certified pre-owned programs. We also work directly with franchise and independent dealers on programs for non-certified used vehicles.

We have developed systems and methods to identify purchasers and lessees of previously owned vehicles which include satellite radios and have established marketing plans to promote our services to these potential subscribers.

Retail. We sell satellite radios directly to consumers through our website. Satellite radios are also marketed and distributed through national, regional and online retailers, such as Amazon.com.

Our Satellite Radio Systems

Our satellite radio systems are designed to provide clear reception in most areas of the continental U.S. despite variations in terrain, buildings and other obstructions. We continually monitor our infrastructure and regularly evaluate improvements in technology.

Our satellite radio systems have three principal components:

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satellites, terrestrial repeaters and other satellite facilities;

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studios; and

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radios.

Satellites, Terrestrial Repeaters and Other Satellite Facilities

Satellites. We provide our service through a fleet of orbiting geostationary satellites. Two of these satellites, FM-5 and FM-6, transmit our service on frequencies originally licensed by the FCC to Sirius, and two of these satellites, XM-5 and SXM-8, transmit our service on frequencies originally licensed by the FCC to XM. Our XM-3 satellite serves as a spare for the XM system.

On December 13, 2020, our SXM-7 satellite was successfully launched and in-orbit testing of SXM-7 began on January 4, 2021. During in-orbit testing of SXM-7, events occurred which caused failures of certain SXM-7 payload units. The evaluation of SXM-7 concluded that the satellite would not function as intended. SXM-7 remains in orbit at its assigned orbital location, but is not being used to provide satellite radio service.

We have entered into agreements for the design, construction and launch of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12. Construction of these satellites is underway, and those satellites are expected to be launched into geostationary orbits in 2024, 2025, 2026 and 2027, respectively.

Satellite Insurance. We have procured insurance for SXM-9, SXM-10, SXM-11 and SXM-12 to cover the risks associated with each satellite’s launch and first year of in-orbit operation. We do not have insurance policies covering our other in-orbit satellites, as we consider the premium costs to be uneconomical relative to the risk of satellite failure.

Terrestrial Repeaters. In some areas with high concentrations of tall buildings, such as urban centers, signals from our satellites may be blocked and reception of satellite signals can be adversely affected. In other areas with a high density of next generation wireless systems our service may experience interference. In many of these areas, we have deployed terrestrial repeaters to supplement and enhance our signal coverage and, in other areas, we may deploy additional repeaters to mitigate interference. We operate over 1,000 terrestrial repeaters across the U.S. as part of our systems.

Other Satellite Facilities. We control and communicate with our satellites from facilities in North America. Our satellites are monitored, tracked and controlled by a third party satellite operator.

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Studios

Our programming originates from studios in New York City, Los Angeles, Miami, Nashville and Washington D.C., and, to a lesser extent, from smaller studios in a variety of venues across the country. Our corporate headquarters is in New York City. We provide equipment to artists and hosts to enable remote creation and transmission of programming.

Radios

We do not manufacture radios. We have authorized manufacturers and distributors to produce and distribute radios, and have licensed our technology to various electronics manufacturers to develop, manufacture and distribute radios under certain brands. We do manage various aspects of the production of satellite radios. To facilitate the sale of radios, we may subsidize a portion of the radio manufacturing costs to reduce the hardware price to consumers.

Connected Vehicle Services

We provide connected vehicle services to several automakers. Our connected vehicle services are designed to enhance the safety, security and driving experience for vehicle operators while providing marketing and operational benefits to automakers and their dealers. We offer a portfolio of location-based services through two-way wireless connectivity, including safety, security, convenience, maintenance and data services, remote vehicle diagnostics, and stolen or parked vehicle locator services. Subscribers to our connected vehicle services are not included in our subscriber count or subscriber-based operating metrics.

Other Services

Commercial Accounts. Our programming is available for commercial establishments. Our wholly owned subsidiary, Cloud Cover Media, Inc. (Cloud Cover), offers a music programming service for commercial establishments. Commercial subscription accounts are also available through Pandora for Business and SiriusXM for Business, each of which offers a licensed, commercial-free music service for offices, restaurants and other business establishments.

Satellite Television Service. Certain of our music channels are offered as part of select programming packages on the DISH Network satellite television service.

Travel Link. We offer Travel Link, a suite of data services that includes graphical weather, fuel prices, sports schedules and scores, and movie listings.

Real-Time Traffic Services. We offer services that provide graphic information as to road closings, traffic flow and incident data to consumers with compatible in-vehicle navigation systems.

Real-Time Weather Services. We offer real-time weather services in vehicles, boats and planes.

Commercial subscribers to the Sirius XM and Pandora programming services are included in our subscriber counts, respectively. Commercial subscribers to the Cloud Cover music programming service are not included in our subscriber counts. Subscribers to the DISH Network satellite television service are not included in our subscriber counts and subscribers to our Travel Link, real-time traffic services and real-time weather services are not included in our subscriber counts, unless the applicable service is purchased by the subscriber separately and not as part of a radio subscription to our service.

Sirius XM Canada

Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, with the remainder of Sirius XM Canada’s voting and equity interests held by two shareholders.

Sirius XM and Sirius XM Canada have entered into a services and distribution agreement pursuant to which Sirius XM Canada pays Sirius XM a variable fee evaluated annually based on comparable companies. In accordance with this services and distribution agreement, the fee is payable on a monthly basis. Sirius XM has also extended a loan to Sirius XM Canada. As of December 31, 2023, the principal amount outstanding on that loan was $8 million.

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As of December 31, 2023, Sirius XM Canada had approximately 2.6 million subscribers. Sirius XM Canada’s subscribers are not included in our subscriber count or subscriber-based operating metrics.

Our Pandora and Off-platform Business

Pandora Media, LLC, which owns and operates our Pandora and Off-platform business, is a wholly owned subsidiary of Sirius XM.

Streaming Radio and On-Demand Music Services

Pandora offers a personalized audio entertainment platform for each listener. Users are able to create personalized stations and playlists and search and play songs and albums on-demand. The Pandora service utilizes content programming algorithms, data collected from listeners, and attributes of the music to predict user music preferences, play content suited to the tastes of each listener, and introduce each listener to music consistent with the consumer’s preferences.

The Pandora service is available on iOS and Android mobile devices, web browsers, and other internet connected devices. The Pandora application is free to download and use. Our Pandora service is also available in vehicles in the U.S. with smartphone connectivity. Certain automakers now provide embedded streaming connectivity that supports and makes available the Pandora service in vehicles without the need for smartphone connectivity. In addition, our Pandora service is integrated into consumer electronic, voice-based devices and smart speakers.

The Pandora service is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). Local and national advertisers deliver targeted messages to our Pandora listeners on the ad-supported service.

Ad-Supported Radio Service

Pandora offers an ad-supported radio service which allows listeners to access our catalog of music, comedy, live streams and podcasts through personalized stations. This service is free across all platforms and generates stations specific to each listener. Each listener can personalize their experience by adding selected artists and songs to their stations.

Listeners of the ad-supported service are provided with the option to temporarily access on-demand listening, including certain features of the Pandora Premium service. We refer to this temporary access as “Premium Access”.

Subscription Radio Service (Pandora Plus)

Pandora offers Pandora Plus — an ad-free, subscription version of the radio service that includes options for replaying songs, skipping songs, offline listening and higher quality audio on supported devices. Content provided to each listener of Pandora Plus is more tailored when the listener interacts with the platform. Premium Access is also available to Pandora Plus listeners.

On-Demand Subscription Service (Pandora Premium)

Pandora offers Pandora Premium — an on-demand subscription service that combines the radio features of Pandora Plus with an on-demand experience. The on-demand experience provides listeners with the ability to search, play and collect songs and albums, download content for offline listening, build playlists, listen to curated playlists and share playlists on social networks. Listeners can also create partial playlists that Pandora can complete based on the listener’s activity. Listeners through mobile devices have access to customized profiles which identify information specific to each listener such as recent favorites, playlists and thumbs.

Pandora Premium incorporates social networking features including a centralized stream where listeners can view the music that their social connections are experiencing and provide and receive recommendations for songs, albums and playlists. Pandora Premium also includes a “share” feature where

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consumers can share their stations, songs, albums, podcasts or playlists through social media, messaging applications and email.

SiriusXM Media

SiriusXM Media is an advertising sales group spanning SiriusXM Media and Pandora audio entertainment services. SiriusXM Media also serves as the exclusive advertising representative for other third-party platforms and podcasters, including such major entities as SoundCloud and NBCUniversal. SiriusXM Media has a reach of more than 150 million listeners, and gives brands, creators, and publishers access to the largest digital audio advertising platform in North America.

SiriusXM Media is the exclusive advertising sales representative for our Sirius XM and Pandora platforms. In addition to subscription fees, Sirius XM derives revenues from advertising on select non-music channels. Pandora’s primary source of revenue is the sale of audio, display and video advertising for connected device platforms, including computers and mobile devices. The Pandora and Off-platform business maintains a portfolio of proprietary advertising technologies which include order management, advertising serving and timing, native advertising formats, targeting and reporting. Pandora provides advertisers with the ability to target and connect with listeners based on various criteria including age, gender, geographic location and content preferences.

SiriusXM Podcast Network

We license original podcasts from their creators, and we also provide podcast advertising services that generate revenue from over 450 shows. We create and distribute original podcasts licensed from third parties through platforms such as the iPhone podcast App. We earn revenue by distributing advertising on certain owned and operated podcasts as well as those created by third-parties, including placement based on an advertiser’s desired target audience and from the sale of advertising on licensed podcasts.

AdsWizz

Through its AdsWizz subsidiary, our Pandora and Off-platform business is a leader in digital audio advertising technology. AdsWizz operates a digital audio advertising market with an end-to-end technology platform, including a digital audio software suite of solutions that connect audio publishers to the advertising community. AdsWizz offers a range of products — from dynamic ad insertion to advanced programmatic platforms to innovative new audio formats. AdsWizz’s advertising technology also includes ad campaign monitoring tools and other audio advertising products, such as audio formats that enable consumers to trigger an action while listening to an ad as well as other personalization-based technology.

AdsWizz’s technology is employed by Pandora and Off-platform business in its ad-supported business as well as by third-party customers. AdsWizz’s third-party customers include well-known music platforms, podcasts and broadcasting groups worldwide.

Simplecast

Pandora, through its Simplecast business, also offers a podcast management and analytics platform. Simplecast complements AdsWizz’s advertising technology platform, allowing the company to offer podcasters a solution for management, hosting, analytics and advertising sales.

Pandora also offers a portal, “Simplecast Creator Connect,” for podcasters to share their podcasts with new audiences and gather data about their shows. Podcasts submitted through this portal are offered to subscribers of Pandora’s ad-supported service as an additional benefit.

Artificial Intelligence

We have begun to employ a number of artificial intelligence algorithms and technology that are designed to improve aspects of our operations, including a customer’s experience, and permit us to better understand and use our operating and financial data. These applications may become important in our operations over time. We are aware of the potential risks associated with the use of AI technology, including the risks relating to data security and the laws, rules and regulations governing privacy. We believe that we

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have implemented systems to monitor for and prevent data access, including security incidents that result from the use of AI. However, AI technology is evolving and, due to its inherent complexity, we may be exposed to operational and legal risks associated with the use of AI technologies.

Competition

We face significant competition for listeners and advertisers in our Sirius XM business and Pandora and Off-platform business, including from providers of radio and other audio services.

Competition for Subscribers and Listeners

Traditional AM/FM Radio

Our Sirius XM services and Pandora services compete with traditional AM/FM radio. Traditional AM/FM radio has a well-established demand for its services and offers free broadcasts paid for by commercial advertising rather than by subscription fees. Many radio stations offer information programming of a local nature, such as local news and sports. The availability of traditional free AM/FM radio may reduce the likelihood that customers would be willing to pay for our subscription services. Several traditional radio companies own large numbers of radio stations and other media properties, such as podcast networks.

Streaming and On-Demand Competitors

Streaming and on-demand services, including Amazon Prime, Apple Music, Spotify, TikTok and YouTube, compete with our Sirius XM and Pandora services. Major online providers make high fidelity digital streams available at no cost or, in some cases, for less than the cost of a satellite radio subscription. Certain of these services include advanced functionality, such as personalization and customization and allow the user to access large libraries of content. These services, in some instances, are also offered through devices sold by the service providers including Apple, Google and Amazon. These services compete with our services, at home, in vehicles, and wherever audio entertainment is consumed.

Advanced In-Dash Infotainment Systems

Nearly all automakers have deployed integrated multimedia systems in dashboards, including Apple CarPlay and Android Auto. These systems combine control of audio entertainment from a variety of sources, including AM/FM/HD radio broadcasts, satellite radio, streaming radio, smartphone applications and stored audio, with other advanced applications. Streaming radio and other data are typically connected to the system through an Internet-enabled smartphone or wireless modem installed in the vehicle, and the entire system may be controlled by touchscreen or voice recognition. These systems enhance the attractiveness of internet based competitors by making such applications more prominent, easier to access, and safer to use in vehicles.

Direct Broadcast Satellite and Cable Audio

A number of providers offer specialized audio services through either direct broadcast satellite or cable audio systems. These services are targeted to fixed locations, mostly in-home, but also include mobile entertainment. The radio service offered by direct broadcast satellite and cable audio is often included as part of a package of digital services with video service, and video customers generally do not pay an additional monthly charge for the audio service. In addition, other services offered by these providers, such as cable television, on-demand video streaming, and interactive video games compete with our services to the extent they utilize existing or potential users’ and listeners’ time that could otherwise be allocated to the use of our Sirius XM or Pandora services.

Other Digital Media Services

The audio entertainment marketplace continues to evolve rapidly, with a steady emergence of new media platforms that compete with both our Sirius XM and Pandora services now or that could compete with those services in the future.

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Traffic Services

For our Sirius XM business, a number of providers compete with our traffic services, particularly smartphones offering GPS mapping with sophisticated data-based turn navigation.

Connected Vehicle Services

Our Sirius XM connected vehicle services business operates in a highly competitive environment and competes with several providers as well as with products being developed for vehicles by automakers and other third parties. OnStar, a division of General Motors, also offers connected vehicle services in GM vehicles. Wireless devices, such as mobile phones, are also competitors. We compete against other connected vehicle service providers for automaker arrangements on the basis of innovation, service quality and reliability, marketing and other customer relationship management services, technical capabilities and system customization, scope of service, industry experience, past performance and price.

Competition for Advertisers

Our competition for advertisers includes large scale online advertising platforms such as Amazon, Facebook and Google; traditional media companies such as television broadcasters and national print outlets; broadcast radio providers; podcast distributors and networks; and companies in the broadcast radio market. We compete against these providers for advertisers on the basis of several factors, including advertisers’ overall budgets, perceived return on investment, effectiveness and relevance of our advertising platforms, the amount and scope of our data on listeners, price, delivery of large volumes or precise types of advertisements to targeted demographics, transactional capabilities and reporting capabilities.

The online advertising marketplace continues to evolve rapidly, particularly with the introduction of new digital advertising technologies and expanding capabilities of larger internet companies.

Government Regulation

General

We are subject to a number of foreign and domestic laws and regulations relating to consumer protection, information security and data protection. There are several States that require specific information security controls to protect certain types of information and specific notifications to consumers in the event of a security breach that compromises certain categories of personal information. Certain of our services are also subject to laws in the U.S. and abroad pertaining to privacy of user data and other information, including the California Consumer Privacy Act and the European General Data Protection Regulation. Our Privacy Policies and customer agreements describe our practices.

We believe we comply with all of our obligations under all applicable laws and regulations.

Sirius XM Business

As operators of a privately-owned satellite system, we are regulated by the FCC under the Communications Act, principally with respect to:

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the licensing of our satellite systems;

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preventing interference with or to other users of radio frequencies; and

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compliance with FCC rules established specifically for U.S. satellites and satellite radio services.

Any assignment or transfer of control of our FCC licenses must be approved by the FCC. The Transactions involve a pro forma transfer of our FCC licenses and must be approved by the FCC. On December 29, 2023 and January 2, 2024, Liberty Media and New Sirius filed applications with the FCC for those approvals, and the FCC approved such applications in March 2024. In addition, the Conversion requires the FCC’s prior approval of pro forma assignment and transfer of control applications for the FCC licenses and authorizations held by Sirius XM Radio and its licensee subsidiaries. The FCC has approved all assignment and transfer of control applications filed in connection with the Conversion.

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The FCC’s order approving our merger with XM Satellite Radio Holdings Inc. in July 2008 requires us to comply with certain voluntary commitments we made as part of the FCC merger proceeding. We believe we comply with those commitments.

In 1997, we were the winning bidder for FCC licenses to operate a satellite digital audio radio service and provide other ancillary services. Our FCC licenses for our FM-5 satellite expires in 2025, our FM-6 satellite license expires in 2030, our XM-3 satellite license expires in 2026, our XM-5 satellite license expires in 2026, and our SXM-8 satellite license expires in 2029. We anticipate that, absent significant misconduct on our part, the FCC will renew our licenses to permit operation of our satellites for their useful lives, and grant licenses for any replacement satellites.

In some areas, we have installed terrestrial repeaters to supplement our satellite signal coverage. The FCC has established rules governing terrestrial repeaters and has granted us a license through 2027 to operate our repeater network.

In certain cases, we obtain FCC certifications for satellite radios, including satellite radios that include FM modulators. We believe our radios that are in production comply with all applicable FCC rules.

We are required to obtain export licenses or other approvals from the U.S. government to export certain equipment, services and technical data related to our satellites and their operations. The transfer of such equipment, services and technical data outside the U.S. or to foreign persons is subject to strict export control and prior approval requirements from the U.S. government (including prohibitions on the sharing of certain satellite-related goods and services with China).

Changes in law or regulations relating to communications policy or to matters affecting our services could adversely affect our ability to retain our FCC licenses or the manner in which we operate.

Copyrights to Programming

In connection with our businesses, we must enter into royalty arrangements with two sets of rights holders: holders of musical compositions copyrights (that is, the music and lyrics) and holders of sound recordings copyrights (that is, the actual recording of a work). Our Sirius XM and Pandora services use both statutory and direct music licenses as part of their businesses. We license varying rights — such as performance and mechanical rights — for use in our Sirius XM and Pandora services based on the various radio and interactive services they offer. Set forth below is a brief overview of the music composition and sound recording licenses employed by our Sirius XM and Pandora services. These music licensing arrangements are complex and the description below is only a summary of these complicated licensing arrangements.

Musical Compositions: Performance Rights and Mechanical Rights

The holders of performance rights in musical compositions, generally songwriters and music publishers, are represented by performing rights organizations such as ASCAP, BMI, SESAC and GMR. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders.

The holders of the mechanical rights in musical compositions, generally songwriters and music publishers, have traditionally licensed these rights through the statutory license set forth in Section 115 of the Copyright Act; however, mechanical rights can also be licensed directly.

The changing market for musical compositions may have an adverse effect on our Sirius XM and Pandora services, including increasing our costs and limiting the musical works available to us.

Sirius XM Service. We have arrangements with ASCAP, BMI, SESAC, and GMR to license the musical compositions we perform on our satellite radio and streaming services. Our Sirius XM business does not require a mechanical license.

Pandora Services. We have arrangements with ASCAP, BMI, SESAC, GMR and a variety of other copyright owners to license the musical compositions performance rights we use on our Pandora services. For our Pandora ad-supported radio service, certain copyright holders receive as a performance royalty their

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usage-based and ownership-based share of a royalty pool equal to 21.5% of the content acquisition costs that we pay for sound recordings on our ad-supported service and others receive a fixed fee.

Pandora must also license reproduction rights, which are also referred to as mechanical rights, to offer the interactive features of the Pandora services. For our Pandora subscription services, copyright holders receive payments for these rights at the rates determined in accordance with the statutory license set forth in Section 115 of the Copyright Act. For the five-year period commencing January 1, 2023 and ending December 31, 2027 Pandora agreed to pay the greater of 15.1% of revenues or 26.2% of record label payments in 2023, rising over the five-year period to 15.35% of revenues or 26.2% of record label payments by 2027.

Sound Recordings

Operators of a non-interactive satellite radio or streaming service are entitled to license sound recordings under the statutory license contained in Section 114 of the Copyright Act (the statutory license). Under the statutory license, we may negotiate royalty arrangements with the owners of sound recordings or, if negotiation is unsuccessful, the royalty rate is established by the CRB. Sound recording rights holders, typically large record companies, are primarily represented by SoundExchange, an organization which negotiates licenses, and collects and distributes royalties on behalf of record companies and performing artists.

Interactive streaming services, such as Pandora Plus and Pandora Premium, do not qualify for the statutory license and those services must negotiate direct license arrangements with the owners of copyrights in sound recordings.

Sirius XM Business. For the ten-year period commencing January 1, 2018 and ending on December 31, 2027, the CRB set the royalty rate payable by us under the statutory license covering the performance of sound recordings over our Sirius XM satellite radio service, and the making of ephemeral (server) copies in support of such performances, to be 15.5% of gross revenues, subject to exclusions and adjustments. The revenue subject to royalty includes subscription revenue from our U.S. satellite digital audio radio subscribers, and advertising revenue from channels other than those channels that make only incidental performances of sound recordings. The rates and terms permit us to reduce the payment due each month for those sound recordings that are separately licensed and sound recordings that are directly licensed from copyright owners and exclude from our revenue certain other items, such as royalties paid to us for intellectual property, sales and use taxes, bad debt expense and generally revenue attributable to areas of our business that do not involve the use of copyrighted sound recordings.

In 2023, we paid a per performance rate for the streaming of certain sound recordings of $0.0030 on our Sirius XM streaming service which increased from $0.0028 in 2022. In 2024, we expect to pay a per performance rate for the streaming of certain sound recordings of $0.0031 on our Sirius XM streaming service.

Pandora Services. For our Pandora services, we have entered into direct license agreements with major and independent music labels and distributors for a significant majority of the sound recordings that stream on the Pandora ad-supported service, Pandora Plus and Pandora Premium.

For sound recordings that we stream and for which we have not entered into a direct license agreement with the sound recording rights holders, the sound recordings are streamed pursuant to the statutory license, and applicable rates thereunder set by the CRB. Sound recordings subject to the statutory license can only be played through our radio services and not through services that are offered on-demand or offline or through any replay features. The royalty rates under many of those direct licenses, which cover a large majority of the sound recordings that we perform on Pandora, are indexed to the statutory rates established by the CRB.

Trademarks

Sirius XM Business. We have registered, and intend to maintain, the trademarks “Sirius”, “XM”, “SiriusXM” and “SXM” with the U.S. Patent and Trademark Office in connection with the services we offer. We are not aware of any material claims of infringement or other challenges to our right to use the “Sirius”, “XM”, “SiriusXM” or “SXM” trademarks in the U.S. We also have registered, and intend to

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maintain, trademarks for the names of certain of our channels. We have also registered the trademarks “Sirius”, “XM” and “SiriusXM” in Canada. We have granted a license to use certain of our trademarks in Canada to Sirius XM Canada.

Pandora and Off-platform Business. We have registered, and intend to maintain, the trademarks “Pandora,” “Ampcast” and “Music Genome Project,” in addition to a number of other Pandora logos and marks, with the U.S. Patent and Trademark Office in connection with the services we offer. We also have registered the trademark “Pandora” in Australia, Canada, Chile, the E.U., India, Israel, Mexico, New Zealand, Switzerland, Taiwan and other countries, and the trademark “Music Genome Project” in Australia, Canada, China and New Zealand.

Human Capital Resources

Overview

As of December 31, 2023, we had 5,680 full-time and part-time employees whose skills span a wide range of highly specialized capabilities. Our core voluntary full-time employee turnover rate in 2023 was approximately 6.2%. We strive to maintain an inclusive culture where our differences are valued, respected and celebrated, and our diverse perspectives are united to drive and grow our businesses.

Who We Are

We employ a diverse workforce, composed of individuals with different identities, experiences, perspectives and priorities. Together, we represent different dimensions of diversity and we are committed to fostering an environment where all of our employees can thrive and reach their full potential.

We encourage our employees to voluntarily self-identify their gender, race, ethnicity, veteran and disability status. Understanding our employee demographics enables us to shape our talent strategy and invest time and resources in various initiatives. As of December 31, 2023, 42% of our employees identified as women and 40.2% identified as people of color (African American, Latinx, Asian, and Native American). At our executive leadership level (which we define as employees at the vice president and above level), 33.4% of our employees identified as women and 17% identified as people of color.

We are focused on increasing the representation of women and people of color at all levels of our organization. We do this by promoting SiriusXM as an employer of choice through a number of different efforts. In 2023, we attended professional conferences such as Grace Hopper and AfroTech, and sponsored events with organizations, including Sistas in Sales, in an effort to facilitate connections with diverse talent. We also engage with Historically Black Colleges and Universities and provide full-time entry-level job opportunities for their graduates through our Pathways program. Our hiring managers and recruiters are trained on inclusive hiring practices and eliminating unconscious biases in the hiring process.

Many of our employees are members of our employee resource groups, known as SiriusXM Communities, which were established for the purpose of supporting, nurturing, and empowering under-represented members of our workforce. We have been named to Worklife 50, NY Crain’s Excellence in Diversity and Inclusion, Newsweek’s America’s Greatest Workplaces for Diversity in 2024, and for many years as a best place to work for LGBTQIA+ equality by the Human Rights Campaign’s Corporate Equality Index.

We prioritize cultural awareness, celebrate diversity, and educate our workforce on our anti-harassment and discrimination policies. Our policies are designed to protect against discrimination based upon sex, gender, race, color, religion and religious creed, national origin, ancestry, physical or mental disability, genetic information, age, marital status, pregnancy, sexual orientation, gender identity, gender expression, sex stereotype, transgender, immigration status, military and protected veteran status, medical condition, or any basis prohibited under federal, state or local law. We also host mandatory Conscious Inclusion training and we offer our “Can We Talk?” program, both of which are designed to explore bias and its impact, increase cultural awareness, invite open dialogue, and promote inclusive behaviors in our workplace.

We also comply with the FCC’s Equal Employment Opportunity (EEO) rules, including making our EEO reports publicly available. We maintain our Code of Ethics which embodies our commitment to conduct business in accordance with applicable law and the highest ethical standards.

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What We Believe

We believe that our employees do their best work when they feel connected, supported and empowered, and we are committed to making that happen with people-focused initiatives. Our core values, which define us as authentic, inclusive, curious and driven, are aligned with our vision. Together, these elements set the foundation for how we collaborate, and operate as individuals.

We believe that our success hinges on our ability to attract, retain, and develop top talent. Recognizing employees for outstanding accomplishments, rewarding them for positive performance, and inspiring them to reach new heights are strongly connected to retention. We are a results-driven organization and we believe that recognition and reward are key to generating a sense of pride and accountability. Through our engagement surveys and other communication channels, we have learned a tremendous amount about our workforce and this knowledge shaped the people-focused initiatives we prioritized in 2023. We believe that our culture is a long-term competitive advantage for us, fuels our ability to execute, and underpins our employee talent strategy.

How We Reward and Develop Our People

Our goal is to establish SiriusXM as a place where employees can build long-term careers and achieve their personal and professional aspirations. We offer a comprehensive total reward program designed to attract, motivate, and retain top talent. This program combines competitive compensation with benefits and well-being resources designed to meet the diverse needs of our workforce. Our compensation programs, which vary by employee level, include salary, incentive compensation opportunities, and equity-based compensation awards. In addition, our benefits programs are competitive for the markets in which we operate and may include healthcare and insurance benefits, paid time off, paid parental leave, fertility resources, advocacy resources, flexible work schedules, and employee assistance programs.

We have robust talent development offerings, including training opportunities, access to LinkedIn Learning which offers an extensive content library, a mentorship program, leadership development programs, and a performance feedback program. Our talent development programs include a comprehensive goal-setting process, a career path framework, skills and core competency assessments, and custom learning paths. Additionally, through mentoring programs, specialized management, training and leadership coaching, we nurture the professional growth of our employees. We also sponsor external leadership training opportunities for employees from underrepresented backgrounds.

Succession planning is a priority for our leaders. The Compensation Committee of our Board of Directors oversees our management continuity planning process, and reviews and evaluates succession plans relating to our Chief Executive Officer and other executive officers.

How We Give Back

SiriusXM Cares is the name of our philanthropic effort to promote charitable giving. SiriusXM Cares has three focus areas for giving: Employee, Social Equity, and Corporate; and through these focus areas, we are able to give directly or bolster employee giving efforts.

Through our focus on the Employee, we invite employees to give to the causes most meaningful to them. We have a charitable matching program which offers employees a dollar-for-dollar match on their charitable contributions up to a specific threshold. In addition, full-time employees are eligible to receive five days of paid time off to volunteer with charitable organizations of their choice. During 2023, over 500 employees volunteered over 7,800 hours, and over 620 employees utilized our charitable matching program, benefiting more than 800 charitable organizations.

In alignment with our Social Equity and Corporate focus areas, SiriusXM Cares has contributed to a variety of organizations over the past three years. These organizations, which combat racial injustice, promote social equality, provide education, or facilitate hiring of underrepresented individuals, include The Apollo Theater, The Smithsonian Institute’s National Museum of African American History and Culture, Save The Music, Huston-Tillotson University, Asian Americans Advancing Justice, South Asian Americans Leading Together, the Alliance for Women in Media, the Human Rights Campaign, TASH (an international advocacy association of people with disabilities, their family members, other advocates, and people who

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work in the disability field), the League of United Latin American Citizens, the Native American Rights Fund, The Warrior Alliance, the AutoNation Foundation, the St. Thomas Aquinas College Social Justice Center, United Jewish Appeal Federation of Jewish Philanthropies of NY, Inc., City of Hope, United States Holocaust Memorial Museum, The Last Mile, Girls Who Code, Paley Center for Media, Hunter College, Boys & Girls Club of Metro Queens, Boys & Girls Club of America, Fam Frequency Productions, Reaching Early Creatives, Volunteers of America- Greater New York, and Sounds of Saving.

Our Health, Safety and Well-Being

We are committed to providing a healthy and safe environment that allows employees to thrive professionally and personally. To support the well-being of our employees and their families we also offer resources focused on physical, mental, and emotional health.

Properties

Below is a list of the principal properties that we own or lease:

Sirius XM

Location	Purpose	Own/Lease
New York, NY	Corporate headquarters, office facilities and studio/production facilities	Lease
Washington, DC	Office and studio/production facilities	Own
Miami Beach, FL	Office and studio/production facilities	Lease
Los Angeles, CA	Office and studio/production facilities	Lease
Nashville, TN	Studio/production facilities	Lease
Lawrenceville, NJ	Office and technical/engineering facilities	Lease
Deerfield Beach, FL	Office and technical/engineering facilities	Lease
Farmington Hills, MI	Office and technical/engineering facilities	Lease
Irving, TX	Office and engineering facilities/call center	Lease
Vernon, NJ	Technical/engineering facilities	Own
Ellenwood, GA	Technical/engineering facilities	Lease
Fredericksburg, VA	Warehouse and technical/engineering facilities	Lease
Ashburn, VA	Data center	Lease

We also lease other small facilities that we use as offices for our advertising sales personnel, studios and warehouse and maintenance space. These facilities are not material to our business or operations.

In addition, we lease or license space at approximately 540 locations for use in connection with the terrestrial repeater networks that support our satellite radio services. In general, these leases and licenses are for space on building rooftops and communications towers. None of these individual locations are material to our business or operations.

Pandora

Location	Purpose	Own/Lease
Oakland, CA	Office and technical/engineering facilities	Lease
New York, NY	Office, sales and studio/production facilities	Lease
Atlanta, GA	Office, sales and technical/engineering facilities	Lease
Santa Monica, CA	Office and sales facilities	Lease

We also lease other small facilities that we use as offices for our sales and office personnel. These facilities are not material to our business or operations.

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Legal Proceedings

New York State v. Sirius XM Radio Inc. On December 20, 2023, the People of the State of New York, by Letitia James, Attorney General of the State of New York (the NY AG), filed a Petition in the Supreme Court of the State of New York, New York County, against Sirius XM Radio. The Petition alleges various violations of New York law and the federal Restore Online Shoppers’ Confidence Act (ROSCA) arising out of subscription cancellation practices. In general, the Petition alleges that Sirius XM Radio requires consumers to devote an excessive amount of time to cancel subscriptions and have not implemented cancellation processes that are simple and efficient.

The Petition claims to be brought under certain provisions of New York law that authorize the NY AG to initiate special proceedings seeking injunctive and other equitable relief in cases of persistent business fraud or illegality. The Petition seeks: a permanent injunction against violating provisions of New York law and ROSCA arising out of the alleged deceptive practices associated with our subscription cancellation procedures; an accounting of each consumer who cancelled, or sought to cancel, a satellite radio subscription, including the duration of the cancel interaction and the funds collected from such consumers after that interaction; monetary restitution and damages to aggrieved consumers; disgorgement of all profits resulting from the alleged improper acts; civil penalties; and the NY AG’s costs.

In March 2024, Sirius XM Radio filed its Answer to the Petition which was supported by various factual declarations and asserts affirmative defenses to the allegations contained in the Petition. In connection with the Answer, Sirius XM Radio cross moved for summary judgment with respect to various claims asserted in the Petition. In April 2024, the NY AG filed its responsive pleadings in support of the Petition and in opposition to Sirius XM Radio’s cross motion for summary judgment. In May 2024, Sirius XM Radio filed further opposition to the Petition, and a reply in support of its cross-motion. The Petition and Sirius XM Radio’s cross-motion are now fully submitted. The parties have jointly requested that the Court set oral argument; the Court has yet to act upon that request.

Sirius XM Radio believes it has substantial defenses to the action and intends to defend this action vigorously.

U.S. Music Royalty Fee Actions and Mass Arbitrations. A number of class actions and mass arbitrations have been commenced against Sirius XM Radio relating to its pricing, billing and subscription marketing practices. Although each class action and mass arbitration contains unique allegations, in general, the actions and arbitrations allege that Sirius XM Radio falsely advertised its music subscription plans at lower prices than it actually charges, that it allegedly did not disclose its “U.S. Music Royalty Fee”, and that Sirius XM Radio has taken other actions to prevent customers from discovering the existence, amount and nature of the U.S. Music Royalty Fee in violation of various state consumer protection laws.

The plaintiffs and claimants seek to enjoin Sirius XM Radio from advertising its music subscription plans without more specifically disclosing the existence and amount of the U.S. Music Royalty Fee. The plaintiffs and claimants also seek disgorgement, restitution and/or damages in the aggregate amount of U.S Music Royalty Fees paid by customers, as well as statutory and punitive damages where available.

To date, the actions and arbitrations filed against Sirius XM Radio include:

•

On April 14, 2023, Ayana Stevenson and David Ambrose, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM Radio in the Superior Court of the State of California, County of Contra Costa. The case was removed to the United States District Court for the Northern District of California, which issued an Order on November 9, 2023 granting Sirius XM Radio’s Motion to Compel Arbitration and dismissed the complaint. Plaintiffs appealed the Court’s granting of the Motion, and Sirius XM Radio cross-appealed the Court’s dismissal in lieu of the issuance of a stay pending arbitration. The appeal and cross-appeal have been dismissed leaving the District Court’s order compelling arbitration in place.

•

On May 17, 2023, Robyn Posternock, Muriel Salters and Philip Munning, individually, as private attorneys general, and on behalf of all other New Jersey persons similarly situated, filed a class action complaint against Sirius XM Radio in the United States District Court for the District of New

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Jersey. Sirius XM Radio filed a Motion to Compel Arbitration on August 18, 2023. Sirius XM Radio renewed that motion on June 14, 2024 and the renewed motion remains pending.

•

On June 5, 2023, Christopher Carovillano and Steven Brandt, individually, as private attorneys general, and on behalf of all other U.S. persons similarly situated (excluding persons in the states of California, New Jersey and Washington), filed a class action complaint against Sirius XM Radio in the United States District Court for the Southern District of New York. On February 6, 2024, the Court issued an Order denying Sirius XM Radio’s Motion to Dismiss and Sirius XM Radio filed an Answer to the complaint on February 20, 2024. On May 24, 2024, Sirius XM Radio filed a Motion for Partial Summary Judgment and to Strike Class Allegations. That motion is fully briefed and Sirius XM Radio has requested oral argument on the motion. No oral argument has been set.

•

On June 1, 2024, Elenamarie Burns, Jacqueline Gardner, and Lynne Silver filed a petition on behalf of 7,628 individuals in the Commercial Division of the Supreme Court of New York, County of New York, seeking to compel Sirius XM Radio to arbitrate and advance the payment of American Arbitration Association (the AAA) arbitration fees in connection with individual arbitrations. On July 3, 2024, those petitioners filed an amended petition seeking the same relief on behalf of a revised list of 7,628 petitioners. The Court has not taken any action in connection with the amended petition.

•

On June 14, 2024, Kara Kirkpatrick, Gillian Maxfield, Anna Demarco and Cody Michael, individually and on behalf of all other Oregon persons similarly situated, filed a class action complaint against Sirius XM Radio in the United States District Court for the District of Oregon.

•

On June 21, 2024, Cindy Balmores, Justin Braswell, Deborah Garvin, and Thea Anderson, individually, as private attorneys general, and on behalf of all other Washington persons similarly situated, filed a class action complaint against Sirius XM Radio in the United States District Court for the Western District of Washington.

•

On June 25, 2024, Denise Woods and Sherry Tapia, individually, as private attorneys general, and on behalf of all other California persons similarly situated, filed a class action complaint against Sirius XM Radio in the United States District Court for the Northern District of California. On July 3, 2024, plaintiffs filed an administrative motion to relate this case to the earlier filed Stevenson case.

•

On June 26, 2024, Bonnie Wilson, individually and on behalf of all other U.S. persons similarly situated, filed a class action complaint against Sirius XM Radio in the United States District Court for the Southern District of New York.

•

Commencing in June 2023, various law firms began filing mass arbitration claims against Sirius XM Radio before the AAA. Collectively, the law firms purport to act on behalf of approximately 70,000 claimants.

•

Several of the law firms have asserted additional causes of action under the Electronic Funds Transfer Act.

Sirius XM Radio believes it has substantial defenses to the claims asserted in these actions and arbitrations, and it intends to defend these actions vigorously.

Other Matters. In the ordinary course of business, we are a defendant in various other lawsuits and arbitration proceedings, including derivative actions; actions filed by subscribers, both on behalf of themselves and on a class action basis; former employees; parties to contracts or leases; and owners of patents, trademarks, copyrights or other intellectual property. None of these other matters, in our opinion, is likely to have a material adverse effect on our business, financial condition or results of operations.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations of New Sirius

The following discussion and analysis provides information concerning Liberty Sirius XM Holdings’ results of operations and financial condition. This discussion should be read in conjunction with Liberty Sirius XM Holdings’ accompanying combined financial statements and the notes thereto. All amounts referenced in this section are in millions, except subscriber amounts are in thousands and per subscriber and per installation amounts are in ones, unless otherwise stated.

Executive Summary

On December 11, 2023, Liberty Media entered into definitive agreements, which were amended on June 16, 2024, subject to the terms thereof, to effect the Split-Off. The Exchange Ratio will be calculated prior to the effective time of the redemption and is estimated to be approximately 0.83 of a share of New Sirius Common Stock per one share of Liberty SiriusXM Common Stock. New Sirius will be comprised of certain businesses, assets and liabilities attributed to the Liberty SiriusXM Group (“Liberty SiriusXM Group”), which, as of March 31, 2024, include Liberty Media’s approximate 83% interest in Sirius XM Holdings, corporate cash, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation secured by shares of Sirius XM Holdings common stock incurred by a wholly-owned special purpose subsidiary of Liberty Media (the “Sirius XM Holdings Margin Loan”).

Liberty Media acquired a controlling interest in Sirius XM Holdings on January 18, 2013 and applied purchase accounting and consolidated the results of Sirius XM Holdings from that date. The results presented below include the impacts of acquisition accounting adjustments in all periods presented.

On November 1, 2021, Liberty Media entered into an exchange agreement with certain counterparties to acquire an aggregate of 43,658,800 shares of Sirius XM Holdings common stock in exchange for the issuance by Liberty Media to the counterparties of an aggregate of 5,347,320 shares of Series A Liberty SiriusXM common stock. Following the closing of the exchange on November 3, 2021, Liberty Media and Sirius XM Holdings became members of the same consolidated federal income tax group. The tax sharing agreement with Sirius XM Holdings, dated February 1, 2021, governs the allocation of consolidated and combined tax liabilities and sets forth agreements with respect to other tax matters.

Also on November 1, 2021, Sirius XM Holdings entered into (i) an agreement with Liberty Media whereby Liberty Media agreed not to effect any merger with Sirius XM Holdings pursuant to Section 253 of the General Corporation Law of the State of Delaware (or any successor to such statute) without obtaining the prior approval of the Special Committee (or any successor special committee of Sirius XM Holdings’ independent and disinterested directors) and (ii) an agreement regarding certain tax matters relating to the exchange. Each of these agreements was negotiated by the Special Committee with Liberty Media.

As of March 31, 2024, there was an approximate 17% noncontrolling interest in Sirius XM Holdings, and the net earnings (loss) of Sirius XM Holdings attributable to such noncontrolling interest was eliminated through the noncontrolling interest line item in the accompanying combined statement of operations. Sirius XM Holdings is a separate publicly traded company and additional information about Sirius XM Holdings can be obtained through its website and its public filings, which are incorporated by reference herein.

Any references to the “Company,” “we,” “us,” or “ours” refers to New Sirius and its consolidated subsidiaries following the Transactions for this section only.

Sirius XM Holdings operates two complementary audio entertainment businesses — one of which it refers to as “Sirius XM” and the second of which it refers to as “Pandora and Off-platform.”

Sirius XM

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programming. The Sirius XM service is distributed through Sirius XM Holdings’ two proprietary satellite radio systems and streamed via applications for mobile devices, home devices and other consumer electronic equipment. Satellite radios are primarily distributed through automakers, retailers and Sirius XM Holdings’ website. The Sirius XM service is also available through an in-car user interface, called “360L,” that combines Sirius XM Holdings’ satellite and streaming services into a single, cohesive in-vehicle entertainment experience.

The primary source of revenue from the Sirius XM business is subscription fees, with most of its customers subscribing to monthly, quarterly, semi-annual or annual plans. Sirius XM Holdings also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of our satellite radios and accessories, and other ancillary services. As of March 31, 2024, the Sirius XM business had approximately 33.4 million subscribers.

In addition to the audio entertainment businesses, Sirius XM Holdings provides connected vehicle services to several automakers. These services are designed to enhance the safety, security and driving experience of consumers. Sirius XM Holdings also offers a suite of data services that includes graphical weather and fuel prices, a traffic information service, and real-time weather services in boats and airplanes.

Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada’s subscribers are not included in our subscriber count or subscriber-based operating metrics.

Pandora and Off-platform

The Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). As of March 31, 2024, Pandora had approximately 45.0 million monthly active users and 5.9 million subscribers.

The majority of revenue from Pandora is generated from advertising on Pandora’s ad-supported radio service which is sold under the SiriusXM Media brand. Pandora also derives subscription revenue from its Pandora Plus and Pandora Premium subscribers.

Sirius XM Holdings also sells advertising on other audio platforms and in widely distributed podcasts, which it considers to be off-platform services. Sirius XM Holdings has an arrangement with SoundCloud Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. It also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Sirius XM Holdings provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.

Results of Operations — March 31, 2024 and 2023

Set forth below are our results of operations for the three months ended March 31, 2024 compared with the three months ended March 31, 2023. The results of operations are presented for each of our reporting segments for revenue and cost of services and on a combined basis for all other items.

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	For the Three Months Ended March 31,						2024 vs 2023 Change
	For the Three Months Ended March 31,						Three Months
(in millions)	2024			2023			Amount			%
Revenue
Sirius XM:
Subscriber revenue		$	1,547		$	1,563		$	(16)		(1)%
Advertising revenue			40			41			(1)		(2)%
Equipment revenue			50			46			4		9%
Other revenue			30			32			(2)		(6)%
Total Sirius XM revenue			1,667			1,682			(15)		(1)%
Pandora and Off-platform:
Subscriber revenue			133			128			5		4%
Advertising revenue			362			334			28		8%
Total Pandora and Off-platform revenue			495			462			33		7%
Total revenue			2,162			2,144			18		1%
Cost of services
Sirius XM:
Revenue share and royalties			395			390			5		1%
Programming and content			140			135			5		4%
Customer service and billing			97			103			(6)		(6)%
Transmission			50			41			9		22%
Cost of equipment			2			3			(1)		(33)%
Total Sirius XM cost of services			684			672			12		2%
Pandora and Off-platform:
Revenue share and royalties			308			310			(2)		(1)%
Programming and content			17			15			2		13%
Customer service and billing			19			19			—		—%
Transmission			9			8			1		13%
Total Pandora and Off-platform cost of services			353			352			1		—%
Total cost of services			1,037			1,024			13		1%
Subscriber acquisition costs			90			90			—		—%
Sales and marketing			229			224			5		2%
Engineering, design and development			86			79			7		9%
General and administrative			124			161			(37)		(23)%
Depreciation and amortization			155			161			(6)		(4)%
Impairment, restructuring and acquisition costs			32			32			—		—%
Total operating expenses			1,753			1,771			(18)		(1)%
Income from operations			409			373			36		10%
Other (expense) income:
Interest expense			(129)			(134)			5		4%
Other income (expense), net			29			59			(30)		nm
Total other expense			(100)			(75)			(25)		(33)%
Income before income taxes			309			298			11		4%
Income tax expense			(68)			(68)			—		—%
Net income		$	241		$	230		$	11		5%

nm — not meaningful

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Sirius XM Revenue

Sirius XM Subscriber Revenue includes fees charged for self-pay and paid promotional subscriptions, U.S. Music Royalty Fees and other ancillary fees.

For the three months ended March 31, 2024 and 2023, subscriber revenue was $1,547 and $1,563, respectively, a decrease of 1%, or $16. The decrease was primarily driven by a reduction in self-pay revenue resulting from a decline in average subscribers and a reduction in paid promotional revenue resulting from lower overall rates from automakers offering paid promotional subscriptions; partially offset by an increase in ARPU.

We expect subscriber revenues to decrease due to a decrease in average subscribers as well as a decline in the average price of our subscriptions.

Sirius XM Advertising Revenue includes the sale of advertising on Sirius XM’s non-music channels.

For the three months ended March 31, 2024 and 2023, advertising revenue was $40 and $41, respectively, a decrease of 2%, or $1. Lower revenue earned on entertainment channels was partially offset by higher revenue earned on sports channels.

We expect our Sirius XM advertising revenue to increase as we continue to promote our brand and as a result of co-selling initiatives among our brands and platforms.

Sirius XM Equipment Revenue includes revenue and royalties from the sale of satellite radios, components and accessories.

For the three months ended March 31, 2024 and 2023, equipment revenue was $50 and $46, respectively, an increase of 9%, or $4. The increase was driven by increased chipset production.

We expect equipment revenue to decrease as we transition to our next generation chipset at higher costs partially offset by increased production.

Sirius XM Other Revenue includes service and advisory revenue from Sirius XM Canada, revenue from our connected vehicle services, and ancillary revenues.

For the three months ended March 31, 2024 and 2023, other revenue was $30 and $32, respectively, a decrease of 6%, or $2. The decrease was primarily driven by lower royalty revenue from Sirius XM Canada.

We expect other revenue to continue to decrease primarily due to lower revenue from Sirius XM Canada and our connected vehicle services.

Pandora and Off-platform Revenue

Pandora and Off-platform Subscriber Revenue includes fees charged for Pandora Plus and Pandora Premium.

For the three months ended March 31, 2024 and 2023, Pandora and Off-platform subscriber revenue was $133 and $128, respectively, an increase of 4%, or $5. The increase was driven by a rate increase on Pandora Plus, partially offset by a decline in the subscriber base.

We expect Pandora and Off-platform subscriber revenues to remain relatively flat as higher ARPU is anticipated to be offset by a lower subscriber base.

Pandora and Off-platform Advertising Revenue is generated primarily from audio, display and video advertising from on-platform and off-platform advertising.

For the three months ended March 31, 2024 and 2023, Pandora and Off-platform advertising revenue was $362 and $334, respectively, an increase of 8%, or $28. The increase was primarily driven by higher podcasting revenue as well as higher sell-through on the Pandora ad-supported service.

We expect Pandora and Off-platform advertising revenue to increase due to growth in podcast and programmatic revenue.

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Total Revenue

Total Revenue for the three months ended March 31, 2024 and 2023 was $2,162 and $2,144, respectively, an increase of 1%, or $18.

Sirius XM Cost of Services

Sirius XM Cost of Services includes revenue share and royalties, programming and content, customer service and billing, and transmission expenses.

Sirius XM Revenue Share and Royalties include royalties for transmitting content, including streaming royalties, as well as automaker, content provider and advertising revenue share.

For the three months ended March 31, 2024 and 2023, revenue share and royalties were $395 and $390, respectively, an increase of 1%, or $5, and increased as a percentage of total Sirius XM revenue. The increase was driven by higher web streaming royalty rates.

We expect our Sirius XM revenue share and royalty costs to remain relatively flat as higher royalty rates under the statutory webcasting license resulting from increases in the Consumer Price Index are anticipated to be offset by lower eligible subscription revenue.

Sirius XM Programming and Content includes costs to acquire, create, promote and produce content. We have entered into various agreements with third parties for music and non-music programming that require us to pay license fees and other amounts.

For the three months ended March 31, 2024 and 2023, programming and content expenses were $140 and $135, respectively, an increase of 4%, or $5, and increased as a percentage of total Sirius XM revenue. The increase was primarily driven by higher license fees and personnel-related costs.

We expect our Sirius XM programming and content expenses to remain relatively flat.

Sirius XM Customer Service and Billing includes costs associated with the operation and management of internal and third-party customer service centers, and our subscriber management systems as well as billing and collection costs, bad debt expense, and transaction fees.

For the three months ended March 31, 2024 and 2023, customer service and billing expenses were $97 and $103, respectively, a decrease of 6%, or $6, and decreased as a percentage of total Sirius XM revenue. The decrease was primarily driven by lower call center and personnel-related costs.

We expect our Sirius XM customer service and billing expenses to decline due to lower call center and personnel-related costs.

Sirius XM Transmission consists of costs associated with the operation and maintenance of our terrestrial repeater networks; satellites; satellite telemetry, tracking and control systems; satellite uplink facilities; studios; and delivery of our Internet and 360L streaming and connected vehicle services.

For the three months ended March 31, 2024 and 2023, transmission expenses were $50 and $41, respectively, an increase of 22%, or $9, and increased as a percentage of total Sirius XM revenue. The increase was primarily driven by higher hosting costs associated with our streaming platform.

We expect our Sirius XM transmission expenses to increase as costs associated with consumers using our new platforms rise and investments in internet streaming grow.

Sirius XM Cost of Equipment includes costs from the sale of satellite radios, components and accessories and provisions for inventory allowance attributable to products purchased for resale in our direct to consumer distribution channels.

For the three months ended March 31, 2024 and 2023, cost of equipment was $2 and $3, respectively, a decrease of 33%, or $1, and decreased as a percentage of total Sirius XM revenue. The decrease was driven by fewer sales and lower shipping costs.

We expect our Sirius XM cost of equipment to decrease as sales of our satellite radios decline.

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Pandora and Off-platform Cost of Services

Pandora and Off-platform Cost of Services includes revenue share and royalties, programming and content, customer service and billing, and transmission expenses.

Pandora and Off-platform Revenue Share and Royalties includes licensing fees paid for streaming music or other content costs related to podcasts as well as revenue share paid to third party ad servers. We make payments to third party ad servers for the period the advertising impressions are delivered or click-through actions occur, and accordingly, we record this as a cost of service in the related period.

For the three months ended March 31, 2024 and 2023, revenue share and royalties were $308 and $310, respectively, a decrease of 1%, or $2, and decreased as a percentage of total Pandora and Off-platform revenue. The decrease was primarily due to lower royalty expense due to a decline in listener hours and streaming plays.

We expect our Pandora and Off-platform revenue share and royalties to increase with the growth in our podcast revenue and higher royalty rates from increases in the Consumer Price Index.

Pandora and Off-platform Programming and Content includes costs to produce live listener events and promote content.

For the three months ended March 31, 2024 and 2023, programming and content expenses were $17 and $15, respectively, an increase of 13%, or $2, and increased as a percentage of total Pandora and Off-platform revenue. The increase was primarily attributable to higher live event costs.

We expect our Pandora and Off-platform programming and content costs to decrease due to lower personnel-related costs.

Pandora and Off-platform Customer Service and Billing includes transaction fees on subscription purchases through mobile app stores and bad debt expense.

For each of the three months ended March 31, 2024 and 2023, customer service and billing expenses were $19, but decreased as a percentage of total Pandora and Off-platform revenue. Transaction fees, personnel-related costs, and bad debt expense remained flat.

We expect our Pandora and Off-platform customer service and billing costs to decrease driven by lower expected bad debt expense.

Pandora and Off-platform Transmission includes costs associated with content streaming, maintaining our streaming radio and on-demand subscription services and creating and serving advertisements through third-party ad servers.

For the three months ended March 31, 2024 and 2023, transmission expenses were $9 and $8, respectively, an increase of 13%, or $1, and increased as a percentage of total Pandora and Off-platform revenue. The increase was driven by slightly higher bandwidth costs.

We expect our Pandora and Off-platform transmission costs to increase due to higher hosting costs, partially offset by lower personnel-related costs.

Operating Costs

Subscriber Acquisition Costs are costs associated with our satellite radio service and include hardware subsidies paid to radio manufacturers, distributors and automakers; subsidies paid for chipsets and certain other components used in manufacturing radios; device royalties for certain radios and chipsets; product warranty obligations; and freight. The majority of subscriber acquisition costs are incurred and expensed in advance of acquiring a subscriber. Subscriber acquisition costs do not include advertising costs, marketing, loyalty payments to distributors and dealers of satellite radios or revenue share payments to automakers and retailers of satellite radios.

For each of the three months ended March 31, 2024 and 2023, subscriber acquisition costs were $90, but decreased as a percentage of total revenue. Lower commission and hardware subsidy rates were offset by higher hardware subsidies driven by installations, which grew due to increased production by automakers.

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We expect subscriber acquisition costs to fluctuate with automaker installations. We intend to continue to offer subsidies and other incentives to induce automakers to include our technology in their vehicles.

Sales and Marketing includes costs for marketing, advertising, media and production, including promotional events and sponsorships; cooperative and artist marketing; and personnel related costs including salaries, commissions, and sales support. Marketing costs include expenses related to direct mail, outbound telemarketing, email communications, social media, television and streaming performance media, and third party promotional offers.

For the three months ended March 31, 2024 and 2023, sales and marketing expenses were $229 and $224, respectively, an increase of 2%, or $5, and increased as a percentage of total revenue. The increase was primarily due to an increase in brand and content marketing.

We anticipate that sales and marketing expenses to decline primarily due to lower personnel-related costs driven by cost optimization efforts implemented in 2023 and 2024.

Engineering, Design and Development consists primarily of compensation and related costs to develop chipsets and new products and services, including streaming and connected vehicle services, research and development for broadcast information systems and the design and development costs to incorporate Sirius XM radios into new vehicles manufactured by automakers.

For the three months ended March 31, 2024 and 2023, engineering, design and development expenses were $86 and $79, respectively, an increase of 9%, or $7, and increased as a percentage of total revenue. The increase was driven by higher personnel-related and cloud hosting costs.

We anticipate engineering, design and development expenses to remain relatively flat.

General and Administrative primarily consists of compensation and related costs for personnel and facilities, and includes costs related to our finance, legal, human resources and information technologies departments.

For the three months ended March 31, 2024 and 2023, general and administrative expenses were $124 and $161, respectively, a decrease of 23%, or $37, and decreased as a percentage of total revenue. The decrease was primarily driven by lower personnel-related costs as well as lower legal costs resulting from litigation insurance recoveries and reduced legal reserves.

We expect our general and administrative expenses to decrease due to lower legal costs in addition to insurance recoveries associated with litigation as well as lower personnel-related costs driven by cost optimization efforts implemented in 2023 and 2024.

Depreciation and Amortization represents the recognition in earnings of the cost of assets used in operations, including our satellite constellations, property, equipment and intangible assets, over their estimated service lives.

For the three months ended March 31, 2024 and 2023, depreciation and amortization expense was $155 and $161, respectively. The decrease was primarily due to the retirement of a satellite during the three months ended March 31, 2023, partially offset by an increase in capitalized software and hardware.

Impairment, Restructuring and Acquisition Costs represents impairment charges, associated with the carrying amount of an asset exceeding the asset’s fair value, restructuring expenses associated with the abandonment of certain leased office spaces as well as employee severance charges associated with organizational changes, and acquisition costs and costs associated with the Transaction.

For the three months ended March 31, 2024 and 2023, impairment, restructuring and acquisition costs were $32 and $32, respectively. During the three months ended March 31, 2024, we recorded costs associated with the Transactions of $19, a charge of $12 associated with severance and other employee costs, and impairments, primarily related to terminated software projects of $1. During the three months ended March 31, 2023, we recorded a charge of $23 associated with severance and other employee costs and $9 primarily related to a vacated office space.

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Other (Expense) Income

Interest Expense includes interest on outstanding debt.

For the three months ended March 31, 2024 and 2023, interest expense was $129 and $134, respectively. The decrease was driven by a lower average outstanding debt balance, partially offset by higher interest rates on the Sirius XM Holdings Margin Loan and Sirius XM Holding’s Senior Secured Revolving Credit Facility (the “Credit Facility”).

Other Income (Expense), Net primarily includes realized and unrealized gains and losses from our debt measured at fair value, bond hedges, Deferred Compensation Plan and other investments, intergroup interests, interest and dividend income, our share of the income or loss from equity investments, and transaction costs related to non-operating investments.

For the three months ended March 31, 2024 and 2023, other income (expense), net was $29 and $59, respectively. The change was driven by a decrease in unrealized gains on debt measured at fair value during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 and gains on the intergroup interests recognized during the three months ended March 31, 2023, partially offset by unrealized losses associated with the bond hedges recognized during the three months ended March 31, 2023. During 2023, the intergroup interests were settled and the bond hedges expired.

Income Taxes

Income Tax Expense includes the change in our deferred tax assets, current federal and state tax expenses, and foreign withholding taxes.

For both the three months ended March 31, 2024 and 2023 income tax expense was $68.

Our effective tax rate for the three months ended March 31, 2024 and 2023 was 22.0% and 22.8%, respectively. The effective tax rate for each of the three months ended March 31, 2024 and March 31, 2023 was negatively impacted by shortfalls related to share-based compensation.

Results of Operations — Years Ended December 31, 2023, 2022 and 2021

Set forth below are our results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022 and the year ended December 31, 2022 compared with the year ended December 31, 2021. The results of operations are presented for each of our reporting segments for revenue and cost of services and on a combined basis for all other items.

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	For the Years Ended December 31,									2023 vs 2022 Change					2022 vs 2021 Change
(in millions)	2023			2022			2021			Amount			%		Amount			%
Revenue
Sirius XM:
Subscriber revenue		$	6,342		$	6,370		$	6,084		$	(28)		—%		$	286		5%
Advertising revenue			169			196			188			(27)		(14)%			8		4%
Equipment revenue			193			189			201			4		2%			(12)		(6)%
Other revenue			136			150			151			(14)		(9)%			(1)		(1)%
Total Sirius XM revenue			6,840			6,905			6,624			(65)		(1)%			281		4%
Pandora and Off-platform:
Subscriber revenue			524			522			530			2		—%			(8)		(2)%
Advertising revenue			1,589			1,576			1,542			13		1%			34		2%
Total Pandora and Off-platform revenue			2,113			2,098			2,072			15		1%			26		1%
Total revenue			8,953			9,003			8,696			(50)		(1)%			307		4%
Cost of services
Sirius XM:
Revenue share and royalties			1,603			1,552			1,532			51		3%			20		1%
Programming and content			549			546			511			3		1%			35		7%
Customer service and billing			393			415			415			(22)		(5)%			—		—%
Transmission			171			158			159			13		8%			(1)		(1)%
Cost of equipment			14			13			18			1		8%			(5)		(28)%
Total Sirius XM cost of services			2,730			2,684			2,635			46		2%			49		2%
Pandora and Off-platform:
Revenue share and royalties			1,292			1,250			1,140			42		3%			110		10%
Programming and content			69			58			48			11		19%			10		21%
Customer service and billing			83			82			86			1		1%			(4)		(5)%
Transmission			35			56			59			(21)		(38)%			(3)		(5)%
Total Pandora and Off-platform cost of services			1,479			1,446			1,333			33		2%			113		8%
Total cost of services			4,209			4,130			3,968			79		2%			162		4%
Subscriber acquisition costs			359			352			325			7		2%			27		8%
Sales and marketing			931			1,075			1,056			(144)		(13)%			19		2%
Engineering, design and development			322			285			265			37		13%			20		8%
General and administrative			608			563			542			45		8%			21		4%
Depreciation and amortization			624			611			603			13		2%			8		1%
Impairment, restructuring and acquisition costs			92			68			20			24		35%			48		nm
Total operating expenses			7,145			7,084			6,779			61		1%			305		4%
Income from operations			1,808			1,919			1,917			(111)		(6)%			2		—%
Other (expense) income:
Interest expense			(534)			(503)			(481)			(31)		(6)%			(22)		(5)%
Loss on extinguishment of debt			—			—			(83)			—		nm			83		nm
Other income (expense), net			(64)			70			186			(134)		nm			(116)		nm
Total other expense			(598)			(433)			(378)			(165)		(38)%			(55)		(15)%
Income before income taxes			1,210			1,486			1,539			(276)		(19)%			(53)		(3)%
Income tax expense			(222)			(368)			(201)			146		40%			(167)		(83)%
Net income		$	988		$	1,118		$	1,338		$	(130)		(12)%		$	(220)		(16)%

nm — not meaningful

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Sirius XM Revenue

Sirius XM Subscriber Revenue includes fees charged for self-pay and paid promotional subscriptions, U.S. Music Royalty Fees and other ancillary fees.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, subscriber revenue was $6,342 and $6,370, respectively, a decrease of less than 1%, or $28. The decrease was primarily driven by a reduction in paid promotional revenue resulting from lower overall rates from automakers offering paid promotional subscriptions and lower revenue generated from our connected vehicle services, partially offset by an increase in self-pay revenue.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, subscriber revenue was $6,370 and $6,084, respectively, an increase of 5%, or $286. The increase was primarily driven by growth in our ARPU of 6% and in our self-pay subscriber base of 1% driving higher self-pay revenue and U.S. Music Royalty Fees, partially offset by lower revenue generated from automakers offering paid promotional subscriptions.

We expect subscriber revenues to decrease based on the mix of our subscriber base and a decline in the average price of our subscriptions.

Sirius XM Advertising Revenue includes the sale of advertising on Sirius XM’s non-music channels.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, advertising revenue was $169 and $196, respectively, a decrease of 14%, or $27. The decrease was due to a decline in the number of spots sold and aired, primarily on news and entertainment channels.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, advertising revenue was $196 and $188, respectively, an increase of 4%, or $8. The increase was due to a greater number of spots sold and aired primarily on sports and news channels.

We expect our Sirius XM advertising revenue to grow as we improve monetization opportunities through SiriusXM Media, our advertising sales group.

Sirius XM Equipment Revenue includes revenue and royalties from the sale of satellite radios, components and accessories.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, equipment revenue was $193 and $189, respectively, an increase of 2%, or $4. The increase was driven by higher chipset production driven by an increase in OEM demand, partially offset by lower royalty rates.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, equipment revenue was $189 and $201, respectively, a decrease of 6%, or $12. The decrease was driven by lower royalties due to supplier cost increases related to the semiconductor supply shortages as well as lower radio sales; partially offset by higher chipset production driven by an increase in OEM demand.

We expect equipment revenue to decrease due to the transition to our next generation chipset at higher costs.

Sirius XM Other Revenue includes service and advisory revenue from Sirius XM Canada, revenue from our connected vehicle services, and ancillary revenues.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, other revenue was $136 and $150, respectively, a decrease of 9%, or $14. The decrease was primarily driven by lower royalty revenue generated by Sirius XM Canada and our connected vehicle services.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, other revenue was $150 and $151, respectively, a decrease of 1%, or $1. The decrease was primarily driven by lower revenue generated from our connected vehicle services, partially offset by higher revenue generated from Sirius XM Canada.

We expect other revenue to decline as revenue generated by Sirius XM Canada and from our connected vehicle services decrease.

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Pandora and Off-platform Revenue

Pandora and Off-platform Subscriber Revenue includes fees charged for Pandora Plus, Pandora Premium, Stitcher and Simplecast subscriptions.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, Pandora and Off-platform subscriber revenue was $524 and $522, respectively, an increase of less than 1%, or $2. The increase was primarily driven by a rate increase on Pandora Plus, partially offset by a decline in the subscriber base.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, Pandora and Off-platform subscriber revenue was $522 and $530, respectively, a decrease of 2%, or $8. The decrease was primarily driven by the decline in Pandora’s subscriber base.

We expect Pandora and Off-platform subscriber revenues to remain flat.

Pandora and Off-platform Advertising Revenue is generated primarily from audio, display and video advertising from on-platform and off-platform advertising.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, Pandora and Off-platform advertising revenue was $1,589 and $1,576, respectively, an increase of 1%, or $13. The increase was primarily driven by higher podcasting revenue, partially offset by lower sell-through on the Pandora ad-supported service.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, Pandora and Off-platform advertising revenue was $1,576 and $1,542, respectively, an increase of 2%, or $34. The increase was primarily driven by additional revenue generated by our Off-platform and podcast businesses, partially offset by a decline in on-platform revenue.

We expect Pandora and Off-platform advertising revenue to increase driven by growth in our Off-platform and podcast businesses.

Total Revenue

•

2023 vs. 2022: Total Revenue for the years ended December 31, 2023 and 2022 was $8,953 and $9,003, respectively, a decrease of 1%, or $50.

•

2022 vs. 2021: Total Revenue for the years ended December 31, 2022 and 2021 was $9,003 and $8,696, respectively, an increase of 4%, or $307.

Sirius XM Cost of Services

Sirius XM Cost of Services includes revenue share and royalties, programming and content, customer service and billing and transmission expenses.

Sirius XM Revenue Share and Royalties include royalties for transmitting content, including streaming royalties, as well as automaker, content provider and advertising revenue share.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, revenue share and royalties were $1,603 and $1,552, respectively, an increase of 3%, or $51, and increased as a percentage of total Sirius XM revenue. The increase was driven by higher web streaming royalty rates as well as the expiration of certain licenses covering pre-1972 sound recordings.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, revenue share and royalties were $1,552 and $1,532, respectively, an increase of 1%, or $20, but decreased as a percentage of total Sirius XM revenue. The increase was driven by overall greater revenues subject to revenue share.

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•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, programming and content expenses were $549 and $546, respectively, an increase of 1%, or $3, and increased as a percentage of total Sirius XM revenue. The increase was driven by higher content licensing costs.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, programming and content expenses were $546 and $511, respectively, an increase of 7%, or $35, and increased as a percentage of total Sirius XM revenue. The increase was driven by higher content licensing costs.

We expect our Sirius XM programming and content expenses to remain flat as additional programming offerings are offset by expiring agreements.

Sirius XM Customer Service and Billing includes costs associated with the operation and management of internal and third party customer service centers, and our subscriber management systems as well as billing and collection costs, bad debt expense, and transaction fees.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, customer service and billing expenses were $393 and $415, respectively, a decrease of 5%, or $22, and decreased as a percentage of total Sirius XM revenue. The decrease was primarily driven by lower call center and personnel-related costs, partially offset by higher transaction costs.

•

2022 vs. 2021: For both the years ended December 31, 2022 and 2021, customer service and billing expenses were $415 and decreased as a percentage of total Sirius XM revenue. Higher transaction costs and bad debt expense resulting from a higher self-pay subscriber base were offset by lower call center costs.

We expect our Sirius XM customer service and billing expenses to decrease driven by lower call center costs as a result of efficiencies from our investment in our digital platform.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, transmission expenses were $171 and $158, respectively, an increase of 8%, or $13, and increased as a percentage of total Sirius XM revenue. The increase was primarily driven by higher costs associated with our 360L platform and streaming.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, transmission expenses were $158 and $159, respectively, a decrease of 1%, or $1, and decreased as a percentage of total Sirius XM revenue. The decrease was primarily driven by lower wireless costs, partially offset by costs associated with consumers using our 360L platform.

We expect our Sirius XM transmission expenses to increase as costs associated with consumers using our 360L platform rise and investments in streaming grow.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, cost of equipment was $14 and $13, respectively, an increase of 8%, or $1, and increased as a percentage of equipment revenue. The increase was driven by higher inventory write downs.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, cost of equipment was $13 and $18, respectively, a decrease of 28%, or $5, and decreased as a percentage of equipment revenue. The decrease was driven by lower component and accessories sales.

We expect our Sirius XM cost of equipment to decrease as aftermarket sales decline.

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Pandora and Off-platform Cost of Services

Pandora and Off-platform Cost of Services includes revenue share and royalties, programming and content, customer service and billing, and transmission expenses.

Pandora and Off-platform Revenue Share and Royalties includes licensing fees paid for streaming music or other content related to podcasts as well as revenue share paid to third party ad servers. We make payments to third party ad servers for the period the advertising impressions are delivered or click-through actions occur, and accordingly, we record this as a cost of service in the related period.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, revenue share and royalties were $1,292 and $1,250, respectively, an increase of 3%, or $42, and increased as a percentage of total Pandora and Off-platform revenue. The increase was primarily due to higher podcast revenue share driven by growth in podcast advertising revenue as well as higher royalty expense due to costs related to an increase in certain web streaming royalty rates.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, revenue share and royalties were $1,250 and $1,140, respectively, an increase of 10%, or $110, and increased as a percentage of total Pandora revenue. The increase was primarily due to costs related to the acquisition of rights to sell advertising in certain podcasts.

We expect our Pandora and Off-platform revenue share and royalties to increase based on a variety of music-related factors, including higher royalty rates under the statutory webcasting license, and additional costs associated with our podcast distribution agreements.

Pandora and Off-platform Programming and Content includes costs to produce, license and promote podcast content and live listener events.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, programming and content expenses were $69 and $58, respectively, an increase of 19%, or $11, and increased as a percentage of total Pandora revenue. The increase was primarily attributable to higher podcast license fees and live event costs, partially offset by lower personnel-related costs.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, programming and content expenses were $58 and $48, respectively, an increase of 21%, or $10, and increased as a percentage of total Pandora revenue. The increase was primarily attributable to higher personnel-related costs.

We expect our Pandora and Off-platform programming and content costs to remain flat as lower personnel-related costs are offset by additional programming and live listener events and promotions.

Pandora and Off-platform Customer Service and Billing includes transaction fees on subscription purchases through mobile app stores and bad debt expense.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, customer service and billing expenses were $83 and $82, respectively, an increase of 1%, or $1, and increased as a percentage of total Pandora revenue. The increase was primarily driven by higher bad debt expense, partially offset by lower transaction fees.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, customer service and billing expenses were $82 and $86, respectively, a decrease of 5%, or $4, and decreased as a percentage of total Pandora revenue. The decrease was primarily driven by lower transaction fees.

We expect our Pandora and Off-platform customer service and billing costs to decrease with declines in the Pandora subscriber base.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, transmission expenses were $35 and $56, respectively, a decrease of 38%, or $21, and decreased as a percentage of total Pandora revenue.

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The decrease was primarily driven by lower colocation and personnel-related costs as well as lower streaming costs resulting from a decline in listener hours.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, transmission expenses were $56 and $59, respectively, a decrease of 5%, or $3, and decreased as a percentage of total Pandora revenue. The decrease was primarily driven by lower personnel-related costs.

We expect our Pandora and Off-platform transmission costs to increase as a result of an increase in Off-platform advertising driving higher data costs.

Operating Costs

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, subscriber acquisition costs were $359 and $352, respectively, an increase of 2%, or $7, and increased as a percentage of total revenue. The increase was driven by higher hardware subsidies driven by installations, which grew due to increased production by automakers, partially offset by lower commission and hardware subsidy rates.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, subscriber acquisition costs were $352 and $325, respectively, an increase of 8%, or $27, and increased as a percentage of total revenue. The increase was driven by OEM installations which grew 10%, compared to the prior year.

We expect subscriber acquisition costs to fluctuate with OEM installations. We intend to continue to offer subsidies and other incentives to induce OEMs to include our technology in their vehicles.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, sales and marketing expenses were $931 and $1,075, respectively, a decrease of 13%, or $144, but decreased as a percentage of total revenue. The decrease was primarily due to a decrease in streaming marketing and marketing to support our brands as well as lower personnel-related costs.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, sales and marketing expenses were $1,075 and $1,056, respectively, an increase of 2%, or $19, but decreased as a percentage of total revenue. The decrease was primarily due to additional investments in advertising and marketing to support our brands and streaming marketing expenditures.

We anticipate that sales and marketing expenses will remain flat based on current levels of direct marketing, performance media, and brand marketing spend associated with acquiring and retaining listeners and subscribers.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, engineering, design and development expenses were $322 and $285, respectively, an increase of 13%, or $37, and increased as a percentage of total revenue. The increase was driven primarily by higher cloud hosting and personnel-related costs.

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•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, engineering, design and development expenses were $285 and $265, respectively, an increase of 8%, or $20, and increased as a percentage of total revenue. The increase was driven primarily by higher cloud hosting costs as well as higher personnel-related costs.

We expect engineering, design and development expenses to decrease in future periods as we capitalize more investments as we continue to develop our infrastructure, products and services.

General and Administrative primarily consists of compensation and related costs for personnel and facilities, and include costs related to our finance, legal, human resources and information technologies departments.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, general and administrative expenses were $608 and $563, respectively, an increase of 8%, or $45, and increased as a percentage of total revenue. The increase was primarily driven by increased legal costs, including amounts associated with the settlement of certain litigation matters of $31 as well as higher personnel-related benefits attributed to our Deferred Compensation Plan.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, general and administrative expenses were $563 and $542, respectively, an increase of 4%, or $21, and increased as a percentage of total revenue. The increase was primarily driven by higher legal, data center, and consulting costs, partially offset by lower personnel-related costs.

We expect our general and administrative expenses to decrease driven by a decline in personnel-related and legal costs.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, depreciation and amortization expense was $624 and $611, respectively, an increase of 2%, or $13, and increased as a percentage of total revenue. The increase was driven by the accelerated end of life of certain software as well as increases in capitalized software and hardware, partially offset by lower amortization expense related to our intangible assets.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, depreciation and amortization expense was $611 and $603, respectively, an increase of 1%, or $8, but decreased as a percentage of total revenue. The increase was driven by the addition of software that was developed and placed in service.

Impairment, Restructuring and Acquisition Costs represents impairment charges, net of insurance recoveries, associated with the carrying amount of an asset exceeding the asset’s fair value, restructuring expenses associated with the abandonment of certain leased office spaces, acquisition costs and costs associated with the Transactions.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, impairment, restructuring, and acquisition costs were $92 and $68, respectively. During 2023, we recorded a charge of $34 primarily related to severance and other related costs, costs associated with the Transactions of $26, impairments primarily related to terminated software projects of $15, vacated office space impairments of $12, accrued expenses of $3 for which we will not recognize any future economic benefit, and a cost-method investment impairment of $2. During 2022, we recorded an impairment of $43 associated with terminated software projects, $16 related to certain vacated office spaces, $5 in connection with furniture and equipment located at the impaired office spaces, and $6 related to personnel severance as well as acquisition related costs of $2, partially offset by $4 from the gain on sale of real estate.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, impairment, restructuring, and acquisition costs were $68 and $20, respectively. During 2021, we recorded restructuring costs of $25 resulting from the termination of leased office space and $12 related to acquisition costs, partially offset by the reversal of a liability related to the Stitcher acquisition.

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Other Income (Expense)

Interest Expense includes interest on outstanding debt.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, interest expense was $534 and $503, respectively, an increase of 6%, or $31. The increase was primarily driven by higher rates driven by the Credit Facility and Incremental Term Loan, partially offset by a lower average outstanding debt balance.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, interest expense was $503 and $481, respectively, an increase of 5%, or $22. The increase was primarily driven by increases in interest rates on the Sirius XM Holdings Margin Loan.

Loss on Extinguishment of Debt includes losses incurred as a result of the redemption of certain debt.

There were no losses on extinguishment of debt for the years ended December 31, 2023 and 2022. The loss on extinguishment of debt of $83 recorded in 2021 was due to the redemption of $1,000 principal amount of Sirius XM’s 3.875% Senior Notes due 2022, $1,500 principal amount of Sirius XM’s 4.625% Senior Notes due 2024, and $1,000 principal amount of Sirius XM’s 5.375% Senior Notes due 2026.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, other income (expense), net was $(64) and $70, respectively. The decrease in other income, net was primarily driven by an increase in unrealized losses associated with debt measured at fair value, partially offset by a decrease in unrealized losses associated with bond hedges and an increase in the fair value of the intergroup interests prior to settlement.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, other income (expense), net was $70 and $186, respectively. The decrease in other income, net was primarily driven by an increase in unrealized losses associated with the bond hedges, a decrease in the fair value of the intergroup interests and a decrease in unrealized gains on equity securities, partially offset by an increase in unrealized gains on debt measured at fair value.

Income Taxes

Income Tax Expense includes the change in our deferred tax assets, current federal and state tax expenses, and foreign withholding taxes.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, income tax expense was $222 and $368, respectively, and our effective tax rate was 18.3% and 24.8%, respectively.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, income tax expense was $368 and $201, respectively, and our effective tax rate was 24.8% and 13.1%, respectively.

Our effective tax rate of 18.3% for the year ended December 31, 2023 was primarily impacted by benefits related to research and development and certain other credits, partially offset by federal and state income tax expense. Our effective tax rate of 24.8% for the year ended December 31, 2022 was primarily impacted by federal and state income tax expense as well as an increase in the valuation allowance, partially offset by a benefit related to research and development and certain other credits. Our effective tax rate of 13.1% for the year ended December 31, 2021 was primarily impacted by federal and state income tax expense, partially offset by the settlement of state income tax audits at Sirius XM Holdings as well as a benefit related to research and development and certain other credits.

Key Financial and Operating Performance Metrics

In this section, we present certain financial performance measures, some of which are presented as Non-GAAP items, which include free cash flow and adjusted EBITDA. We also present certain operating

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performance measures. Our adjusted EBITDA excludes the impact of share-based payment expense. Additionally, when applicable, our adjusted EBITDA metric excludes the effect of significant items that do not relate to the on-going performance of our business. We use these Non-GAAP financial and operating performance measures to manage our business, to set operational goals and as a basis for determining performance-based compensation for our employees. See the accompanying Glossary for more details and for the reconciliation to the most directly comparable GAAP measure (where applicable).

We believe these Non-GAAP financial and operating performance measures provide useful information to investors regarding our financial condition and results of operations. We believe these Non-GAAP financial and operating performance measures may be useful to investors in evaluating our core trends because they provide a more direct view of our underlying costs. We believe investors may use our adjusted EBITDA to estimate our current enterprise value and to make investment decisions. We believe free cash flow provides useful supplemental information to investors regarding our cash available for future subscriber acquisitions and capital expenditures, to repurchase or retire debt, to acquire other companies and our ability to return capital to stockholders. By providing these Non-GAAP financial and operating performance measures, together with the reconciliations to the most directly comparable GAAP measure (where applicable), we believe we are enhancing investors’ understanding of our business and our results of operations.

Our Non-GAAP financial measures should be viewed in addition to, and not as an alternative for or superior to, our reported results prepared in accordance with GAAP. In addition, our Non-GAAP financial measures may not be comparable to similarly-titled measures by other companies. Please refer to the Glossary for a further discussion of such Non-GAAP financial and operating performance measures and reconciliations to the most directly comparable GAAP measure (where applicable). Subscribers and subscription related revenues and expenses associated with our connected vehicle services and Sirius XM Canada are not included in Sirius XM’s subscriber count or subscriber-based operating metrics. Subscribers to Cloud Cover are not included in Pandora’s subscriber count.

Set forth below are our subscriber balances as of March 31, 2024 compared to March 31, 2023.

	As of March 31,				2024 vs 2023 Change
(subscribers in thousands)	2024		2023		Amount		%
Sirius XM
Self-pay subscribers		31,583		32,040		(457)		(1)%
Paid promotional subscribers		1,847		1,984		(137)		(7)%
Ending subscribers		33,430		34,024		(594)		(2)%
Sirius XM Canada subscribers		2,600		2,587		13		1%
Pandora and Off-platform
Monthly active users – all services		45,023		46,663		(1,640)		(4)%
Self-pay subscribers		5,944		6,222		(278)		(4)%

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The following table contains our Non-GAAP financial and operating performance measures which are based on our adjusted results of operations for the three months ended March 31, 2024 and 2023.

	For the Three Months Ended March 31,				2024 vs 2023 Change
	For the Three Months Ended March 31,				Three Months
(subscribers in thousands)	2024		2023		Amount		%
Sirius XM
Self-pay subscribers		(359)		(347)		(12)		(3)%
Paid promotional subscribers		(86)		66		(152)		(230)%
Net additions		(445)		(281)		(164)		(58)%
Weighted average number of subscribers		33,549		34,114		(565)		(2)%

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	For the Three Months Ended March 31,						2024 vs 2023 Change
	For the Three Months Ended March 31,						Three Months
(subscribers in thousands)	2024			2023			Amount			%
Average self-pay monthly churn			1.7%			1.6%			0.1%		6%
ARPU(1)		$	15.36		$	15.29		$	0.07		nm
SAC, per installation		$	12.50		$	14.39		$	(1.89)		(13)%
Pandora and Off-platform
Self-pay subscribers			(64)			7			(71)		nm
Net additions			(64)			7			(71)		nm
Weighted average number of subscribers			5,959			6,203			(244)		(4)%
Ad supported listener hours (in billions)			2.49			2.59			(0.10)		(4)%
Advertising revenue per thousand listener hours (RPM)		$	90.88		$	85.09		$	5.79		7%
Total Company
Adjusted EBITDA		$	644		$	614		$	30		5%
Free cash flow		$	88		$	115		$	(27)		(23)%

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(1)

ARPU for Sirius XM excludes subscriber revenue from our connected vehicle services of $41 and $39 for the three months ended March 31, 2024 and 2023, respectively.

Sirius XM

Subscribers. At March 31, 2024, Sirius XM had approximately 33,430 subscribers, a decrease of 594, from the approximately 34,024 subscribers as of March 31, 2023. Our self-pay subscriber base declined as a result of lower vehicle conversion rates and higher vehicle related churn, and we saw a decrease in paid promotional subscribers as certain automakers transitioned from paid promotional subscriptions to unpaid.

For the three months ended March 31, 2024 and 2023, net subscriber additions were (445) and (281), respectively, a decrease of 164. Paid promotional net additions decreased 152 as certain automakers transitioned from paid promotional subscriptions to unpaid. Self-pay net additions decreased 12 primarily due to higher vehicle-related churn, and lower conversion rates, partially offset by higher new and used trial conversion opportunities.

Sirius XM Canada Subscribers. At March 31, 2024, Sirius XM Canada had approximately 2,600 subscribers, an increase of 13, or 1%, from the approximately 2,587 Sirius XM Canada subscribers as of March 31, 2023.

Average Self-pay Monthly Churn is derived by dividing the monthly average of self-pay deactivations for the period by the average number of self-pay subscribers for the period. (See accompanying Glossary for more details.)

For the three months ended March 31, 2024 and 2023, our average self-pay monthly churn rate was 1.7% and 1.6%, respectively. The increase was primarily driven by higher vehicle related churn.

ARPU is derived from total earned Sirius XM subscriber revenue (excluding revenue derived from our connected vehicle services) and net advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. (See the accompanying Glossary for more details.)

For the three months ended March 31, 2024 and 2023, ARPU was $15.36 and $15.29, respectively. The increase was driven by increases in certain subscription rates, partially offset by an increase in subscribers on promotional and streaming-only self-pay subscription plans and a reduction in rates associated with paid promotional plans from automakers.

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SAC, Per Installation, is derived from subscriber acquisition costs and margins from the sale of radios, components and accessories (excluding connected vehicle services), divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. (See the accompanying Glossary for more details.)

For the three months ended March 31, 2024 and 2023, SAC, per installation, was $12.50 and $14.39, respectively. The decrease was driven by a decrease in chipset costs and change in the mix of automakers including satellite radios in their vehicles.

Pandora and Off-platform

Monthly Active Users. At March 31, 2024, Pandora had approximately 45,023 monthly active users, a decrease of 1,640 monthly active users, or 4%, from the 46,663 monthly active users as of March 31, 2023. The decrease in monthly active users was driven by churn and a decline in the number of new users.

Subscribers. At March 31, 2024, Pandora had approximately 5,944 subscribers, a decrease of 278, or 4%, from the approximately 6,222 subscribers as of March 31, 2023.

For the three months ended March 31, 2024 and 2023, net subscriber additions were (64) and 7, respectively. The decrease in ending subscribers was driven by decreases in trial starts and lower retention due to certain price increases.

Ad supported listener hours are a key indicator of our Pandora business and the engagement of our Pandora listeners. We include ad supported listener hours related to Pandora’s non-music content offerings in the definition of listener hours.

For the three months ended March 31, 2024 and 2023, ad supported listener hours were 2,485 and 2,586, respectively, a decrease of 4%, or 101. The decrease in ad supported listener hours was primarily driven by the decline in monthly active users, partially offset by increased hours per active user.

RPM is a key indicator of our ability to monetize advertising inventory created by our listener hours on the Pandora services. Ad RPM is calculated by dividing advertising revenue by the number of thousands of listener hours of our Pandora advertising-based service.

For the three months ended March 31, 2024 and 2023, RPM was $90.88 and $85.09, respectively. The increase was driven by growth in programmatic demand.

Total Company

Adjusted EBITDA. Adjusted EBITDA is defined as net income before interest expense, income tax expense and depreciation and amortization. Adjusted EBITDA excludes the impact of other expense (income), loss on extinguishment of debt, impairment, restructuring and acquisition costs, other non-cash charges such as share-based payment expense, and legal settlements and reserves (if applicable). (See the accompanying Glossary for a reconciliation to GAAP and for more details.)

For the three months ended March 31, 2024 and 2023, adjusted EBITDA was $644 and $614, respectively, an increase of 5%, or 30. The increase was primarily driven by higher advertising revenue and lower general and administrative expenses partially offset by lower subscriber revenue.

Free Cash Flow includes cash provided by operations, net of additions to property and equipment, and restricted and other investment activity. (See the accompanying Glossary for a reconciliation to GAAP and for more details.)

For the three months ended March 31, 2024 and 2023, free cash flow was $88 and $115, respectively, a decrease of 23%, or $27. The decrease was primarily driven by higher content and other vendor payments, partially offset by lower capital expenditures and higher cash receipts.

Set forth below are our subscriber balances as of December 31, 2023 compared to December 31, 2022 and as of December 31, 2022 compared to December 31, 2021.

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	As of December 31,						2023 vs 2022 Change				2022 vs 2021 Change
(subscribers in thousands)	2023		2022		2021		Amount		%		Amount		%
Sirius XM
Self-pay subscribers		31,942		32,387		32,039		(445)		(1)%		348		1%
Paid promotional subscribers		1,933		1,918		1,994		15		1%		(76)		(4)%
Ending subscribers		33,875		34,305		34,033		(430)		(1)%		272		1%
Sirius XM Canada subscribers		2,629		2,567		2,517		62		2%		50		2%
Pandora and Off-platform
Monthly active users – all services		46,026		47,638		52,275		(1,612)		(3)%		(4,637)		(9)%
Self-pay subscribers		6,008		6,215		6,324		(207)		(3)%		(109)		(2)%
Paid promotional subscribers		—		—		69		—		nm		(69)		(100)%
Ending subscribers		6,008		6,215		6,393		(207)		(3)%		(178)		(3)%

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The following table contains our Non-GAAP financial and operating performance measures which are based on our adjusted results of operations for the years ended December 31, 2023, 2022 and 2021.

	For the Years Ended December 31,									2023 vs 2022 Change					2022 vs 2021 Change
(subscribers in thousands)	2023			2022			2021			Amount			%		Amount			%
Sirius XM
Self-pay subscribers			(445)			348			1,152			(793)		(228)%			(804)		(70)%
Paid promotional subscribers			15			(76)			(1,833)			91		120%			1,757		96%
Net additions			(430)			272			(681)			(702)		nm			953		nm
Weighted average number of subscribers			33,993			34,039			34,345			(46)		—%			(306)		(1)%
Average self-pay monthly churn			1.6%			1.5%			1.6%			0.1%		7%			(0.1)%		(6)%
ARPU(1)		$	15.56		$	15.63		$	14.76		$	(0.07)		—%		$	0.87		6%
SAC, per installation		$	13.18		$	14.32		$	12.58		$	(1.14)		(8)%		$	1.74		14%
Pandora and Off-platform
Self-pay subscribers			(207)			(109)			45			(98)		nm			(154)		nm
Paid promotional subscribers			—			(69)			7			69		nm			(76)		nm
Net additions			(207)			(178)			52			(29)		16%			(230)		nm
Weighted average number of subscribers			6,169			6,308			6,487			(139)		(2)%			(179)		(3)%
Ad supported listener hours (in billions)			10.48			10.88			11.55			(0.40)		(4)%			(0.67)		(6)%
Advertising revenue per thousand listener hours (RPM)		$	99.39		$	101.19		$	102.74		$	(1.80)		(2)%		$	(1.55)		(2)%
Total Company
Adjusted EBITDA		$	2,758		$	2,807		$	2,755		$	(49)		(2)%		$	52		2%
Free cash flow		$	1,182		$	1,556		$	1,743		$	(374)		(24)%		$	(187)		(11)%

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(1)

ARPU for Sirius XM excludes subscriber revenue from our connected vehicle services of $161, $182 and $190 for the years ended December 31, 2023, 2022 and 2021, respectively.

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Sirius XM

Subscribers. At December 31, 2023, we had approximately 33,875 subscribers, a decrease of approximately 430 subscribers, or 1%, from the approximately 34,305 subscribers as of December 31, 2022. The decrease was due to a decrease in our self-pay subscriber base resulting from lower vehicle conversion rates, and higher vehicle related churn.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, net subscriber additions were (430) and 272, respectively, a decrease of 702. Self-pay net additions decreased as a result of lower new and used vehicle conversion rates, unfavorable vehicle related churn and lower streaming net additions, partially offset by lower non-pay churn and higher OEM volumes. Paid promotional net additions increased as a result of higher vehicle sales.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, net subscriber additions were 272 and (681), respectively, an increase of 953. The increase was driven by paid promotional net additions, which remained negative, but increased compared to the prior year due to certain developments experienced during the first half of 2021, including the impact of the semiconductor supply shortage as well as a shift to free trials at certain automakers. Self-pay net additions decreased driven by a lower trial funnel and lower vehicle conversion rates, partially offset by lower voluntary churn as well as growth in streaming net additions.

Sirius XM Canada Subscribers. At December 31, 2023, Sirius XM Canada had approximately 2,629 subscribers, an increase of 62, or 2%, from the approximately 2,567 Sirius XM Canada subscribers as of December 31, 2022.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, our average self-pay monthly churn rate was 1.6% and 1.5%, respectively. The increase was driven by higher vehicle related churn, partially offset by lower non-pay churn.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, our average self-pay monthly churn rate was 1.5% and 1.6%, respectively. The decrease was driven by lower voluntary and vehicle related churn.

ARPU is derived from total earned subscriber revenue (excluding revenue derived from our connected vehicle services) and net advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period. (See the accompanying Glossary for more details.)

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, ARPU was $15.56 and $15.63, respectively. The decrease was driven by an increase in subscribers on promotional and streaming-only self-pay subscription plans, a reduction in rates associated with paid promotional plans from automakers as well as lower advertising revenue; partially offset by increases in certain subscription rates.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, ARPU was $15.63 and $14.76, respectively. The increase was driven by increases in certain subscription rates, partially offset by the impact of the mix of promotional plans.

SAC, Per Installation, is derived from subscriber acquisition costs less margins from the sale of radios, components and accessories (excluding connected vehicle services), divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. (See the accompanying Glossary for more details.)

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, SAC, per installation, was $13.18 and $14.32, respectively. The decrease was driven by a change in the mix of OEMs.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, SAC, per installation, was $14.32 and $12.58, respectively. The increase was driven by higher OEM hardware subsidy rates combined with a change in the mix of OEMs and higher chipset costs due to the semiconductor supply shortages.

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Pandora and Off-platform

Monthly Active Users. At December 31, 2023, Pandora had approximately 46,026 monthly active users, a decrease of 1,612 monthly active users, or 3%, from the 47,638 monthly active users as of December 31, 2022. The decrease in monthly active users was driven by an increase in ad-supported listener churn and a decline in the number of new users.

Subscribers. At December 31, 2023, Pandora had approximately 6,008 subscribers, a decrease of 207, or 3%, from the approximately 6,215 subscribers as of December 31, 2022.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, net subscriber additions were (207) and (178), respectively, a decrease of 16% or 29. Net additions decreased as a result of decreases in trial starts and lower retention due to certain price increases.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, net subscriber additions were (178) and 52, respectively, a decrease of 230. Net additions decreased as a result of a decline in trial starts.

Ad supported listener hours are a key indicator of our Pandora business and the engagement of our Pandora listeners. We include ad supported listener hours related to Pandora’s non-radio content offerings in the definition of listener hours.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, ad supported listener hours were 10.48 billion and 10.88 billion, respectively. The decrease in ad supported listener hours was primarily driven by the decline in monthly active users, partially offset by higher hours per active user.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, ad supported listener hours was 10.88 billion and 11.55 billion, respectively. The decrease in ad supported listener hours was primarily driven by the decline in monthly active users, partially offset by higher hours per active user.

RPM is a key indicator of our ability to monetize advertising inventory created by our listener hours on the Pandora services. RPM is calculated by dividing advertising revenue by the number of thousands of listener hours to our Pandora advertising-based service.

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, RPM was $99.39 and $101.19, respectively. The decrease was a result of a decline in sell-through of advertising spots.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, RPM was $101.19 and $102.74, respectively. The decrease was a result of a decline in sell-through.

Total Company

Adjusted EBITDA. EBITDA is defined as net income before interest expense, income tax expense and depreciation and amortization. Adjusted EBITDA excludes or adjusts for the impact of other expense (income), loss on extinguishment of debt, impairment, restructuring and acquisition costs, costs associated with the Transactions, other non-cash charges such as share-based payment expense, and legal settlements and reserves (if applicable). (See the accompanying Glossary for a reconciliation to GAAP and for more details.)

•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, adjusted EBITDA was $2,758 and $2,807, respectively, a decrease of 2%, or $49. The decrease was due to higher web royalty and podcast revenue share costs as well as lower overall revenue and increased corporate costs, partially offset by lower sales and marketing costs.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, adjusted EBITDA was $2,807 and $2,755, respectively, an increase of 2%, or $52. The increase was due to higher subscriber and advertising revenue, partially offset by higher revenue share and royalties, programming, subscriber acquisition costs, and increased corporate costs.

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•

2023 vs. 2022: For the years ended December 31, 2023 and 2022, free cash flow was $1,182 and $1,556, respectively, a decrease of $374, or 24%. The decrease was driven by higher capital expenditures driven by satellite construction and investments in our products and technology platform as well as higher cash taxes paid in 2023 and an increase in interest payments in 2023.

•

2022 vs. 2021: For the years ended December 31, 2022 and 2021, free cash flow was $1,556 and $1,743, respectively, a decrease of $187, or 11%. The decrease was driven by satellite insurance recoveries in 2021, higher income tax payments in 2022, and an increase in interest payments in 2022; partially offset by an increase in cash received from customers in 2022.

Liquidity and Capital Resources

New Sirius has a controlling interest in Sirius XM Holdings which has significant cash flows provided by operating activities, although due to Sirius XM Holdings being a separate public company and the noncontrolling interest, we do not have ready access to its cash until the consummation of the proposed Split-Off.

The following table presents a summary of our cash flow activity for the three months ended March 31, 2024 compared with the three months ended March 31, 2023.

	For the Three Months Ended March 31,
(in millions)	2024			2023			2024 vs 2023
Net cash provided by operating activities		$	264		$	321		$	(57)
Net cash used in investing activities			(354)			(242)			(112)
Net cash used in financing activities			(73)			(10)			(63)
Net (decrease) increase in cash, cash equivalents and restricted cash			(163)			69			(232)
Cash, cash equivalents and restricted cash at beginning of period			315			370			(55)
Cash, cash equivalents and restricted cash at end of period		$	152		$	439		$	(287)

Cash Flows Provided by Operating Activities

Cash flows provided by operating activities decreased by $57 to $264 for the three months ended March 31, 2024 from $321 for the three months ended March 31, 2023.

Sirius XM Holdings’ largest source of cash provided by operating activities is cash generated by subscription and subscription-related revenues. Sirius XM Holdings also generates cash from the sale of advertising through the Pandora and Off-platform business, advertising on certain non-music channels on Sirius XM and the sale of satellite radios, components and accessories. Sirius XM Holdings’ primary uses of cash from operating activities include revenue share and royalty payments to distributors, programming and content providers, and payments to radio manufacturers, distributors and automakers. In addition, uses of cash from operating activities include payments to vendors to service, maintain and acquire listeners and subscribers, general corporate expenditures, and compensation and related costs.

Cash Flows Used in Investing Activities

Cash flows used in investing activities in the three months ended March 31, 2024 were primarily due to spending for capitalized software and hardware, the construction of satellites, and acquisitions of tax-effective investments for total cash consideration of $179. Cash flows used in investing activities in the three months ended March 31, 2023 were primarily due to spending for capitalized software and hardware, the construction of satellites and an acquisitions of tax-effective equity investments for total cash consideration of $39. Sirius XM Holdings spent $89 and $62 on capitalized software and hardware as well as $76 and $127 to construct satellites during the three months ended March 31, 2024 and 2023, respectively.

Cash Flows Used in Financing Activities

Cash flows used in financing activities consists of the issuance and repayment of long-term debt, Sirius XM Holdings’ purchase of its common stock under a share repurchase program, the payment of cash

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dividends and taxes paid in lieu of shares issued for stock-based compensation. Proceeds from long-term debt have been used to fund our operations, construct and launch new satellites, fund acquisitions, invest in other infrastructure improvements and purchase shares of Sirius XM Holdings common stock.

Cash flows used in financing activities in the three months ended March 31, 2024 were primarily due to the repayment of $267 of debt, partially offset by proceeds from debt borrowings of $230. The remaining cash flows used in financing activities related to taxes paid from net share settlements for stock-based compensation and dividends paid by subsidiary. Long-term debt proceeds and repayments are reported gross within the statement of cash flows and primarily relate to the Sirius XM Holdings Margin Loan and the Credit Facility.

Cash flows used in financing activities in the three months ended March 31, 2023 were primarily due to the repayment of $1,633 of debt and the purchase and retirement of shares of Sirius XM Holdings common stock under its repurchase program for $62, partially offset by proceeds from debt borrowings of $1,479, and settlement of intergroup interests of $202. Long-term debt proceeds and repayments are reported gross within the statement of cash flows and primarily relate to Liberty Media’s 1.375% Cash Convertible Senior Notes due 2023, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.125% Exchangeable Senior Debentures due 2048, the Sirius XM Holdings Margin Loan, and the Credit Facility.

The following table presents a summary of our cash flow activity for the year ended December 31, 2023 compared with the years ended December 31, 2022 and 2021.

	For the Years Ended December 31,									2023 vs 2022			2022 vs 2021
(in millions)	2023			2022			2021			2023 vs 2022			2022 vs 2021
Net cash provided by operating activities		$	1,829		$	1,981		$	1,910		$	(152)		$	71
Net cash used in investing activities			(696)			(493)			(64)			(203)			(429)
Net cash used in financing activities			(1,188)			(1,724)			(2,248)			536			524
Net decrease in cash, cash equivalents and restricted cash			(55)			(236)			(402)			181			166
Cash, cash equivalents and restricted cash at beginning of period			370			606			1,008			(236)			(402)
Cash, cash equivalents and restricted cash at end of period		$	315		$	370		$	606		$	(55)		$	(236)

Cash Flows Provided by Operating Activities

Cash flows provided by operating activities decreased by $152 to $1,829 for the year ended December 31, 2023 from $1,981 for the year ended December 31, 2022. Cash flows provided by operating activities decreased by $71 to $1,981 for the year ended December 31, 2022 from $1,910 for the year ended December 31, 2021.

Cash Flows Used in Investing Activities

Cash flows used in investing activities in the year ended December 31, 2023 were primarily due to spending for capitalized software and hardware, the construction of satellites and acquisitions of tax-effective investments for total cash consideration of $50. Cash flows used in investing activities in the year ended December 31, 2022 were primarily due to spending for capitalized software and hardware, to construct

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satellites, and acquisitions for total cash consideration of $136, which were partially offset by the disposition of investments of $66. We spent $297 and $247 on capitalized software and hardware as well as $285 and $122 to construct satellites during the years ended December 31, 2023 and December 31, 2022, respectively. Cash flows used in investing activities in the year ended December 31, 2021 were primarily due to spending for capitalized software and hardware, and to construct a replacement satellite, partially offset by proceeds collected from satellite insurance policies associated with SXM-7 and disposition of investments of $177. We spent $247 and $238 on capitalized software and hardware as well as $122 and $93 to construct satellites during the years ended December 31, 2022 and 2021, respectively.

Cash Flows Used in Financing Activities

Cash flows used in financing activities consists of the issuance and repayment of long-term debt, Sirius XM Holdings’ purchase of its common stock, the settlement of intergroup interests, the payment of cash dividends and taxes paid in lieu of shares issued for stock-based compensation. Proceeds from long-term debt have been used to fund our operations, construct and launch new satellites, fund acquisitions, invest in other infrastructure improvements and purchase shares of Sirius XM Holdings’ common stock.

Cash flows used in financing activities in the year ended December 31, 2023 were primarily due to the repayment of $3,782 of debt and the purchase and retirement of shares of Sirius XM Holdings common stock under its repurchase program for $274, partially offset by proceeds from debt borrowings of $2,681 and settlement of intergroup interests of $273. Long-term debt proceeds and repayments are reported gross within the statement of cash flows and primarily relate to Pandora’s 1.75% Convertible Senior Notes due 2023, Liberty Media’s 1.375% Cash Convertible Senior Notes due 2023, Liberty Media’s 3.75% Convertible Senior Notes due 2028, Liberty Media’s 2.125% Exchangeable Senior Debentures due 2048, the Sirius XM Holdings Margin Loan, and the Credit Facility.

Cash flows used in financing activities in the year ended December 31, 2022 were primarily due to the repayment of $2,639 of debt, distributions to Liberty Media of $1,043 and the purchase and retirement of shares of Sirius XM Holdings common stock under its repurchase program for $647, partially offset by proceeds from long-term borrowings of $2,900. Long-term borrowings proceeds and repayments are reported gross within the statement of cash flows and primarily relate to Liberty Media’s 1.375% Cash Convertible Senior Notes due 2023, the Sirius XM Holdings Margin Loan, and the Credit Facility.

Cash flows used in financing activities in the year ended December 31, 2021 were primarily due to the repayment of $5,872 of debt, distributions to Liberty Media of $899 and the purchase and retirement of shares of Sirius XM Holdings common stock under its repurchase program for $1,523, partially offset by proceeds from long-term borrowings of $6,294. Long-term borrowings proceeds and repayments are reported gross within the statement of cash flows and primarily relate to Sirius XM’s 3.875% Senior Notes due 2031, the Sirius XM Holdings Margin Loan, Sirius XM’s 4.625% Senior Notes due 2024, Sirius XM’s 5.375% Senior Notes due 2026 and the Credit Facility.

Future Liquidity and Capital Resource Requirements

Based upon our current business plans, we expect to fund operating expenses, capital expenditures, including the construction of replacement satellites, working capital requirements, interest payments, taxes and scheduled maturities of our debt with existing cash, cash flow from operations and borrowings under the Credit Facility, Sirius XM Holdings Margin Loan and/or the issue of senior notes and/or debentures. As of March 31, 2024, New Sirius had $1,075 available under the Sirius XM Holdings Margin Loan and $1,720 available for future borrowing under the Credit Facility. We believe that we have sufficient cash and cash equivalents, as well as debt capacity, to cover our estimated short and long-term funding needs, including amounts to construct, launch and insure replacement satellites, as well as fund future stock repurchases, dividend payments and to pursue strategic opportunities.

Our ability to meet our debt and other obligations depends on our future operating performance and on economic, financial, competitive and other factors.

We regularly evaluate our business plans and strategy. These evaluations often result in changes to our business plans and strategy, some of which may be material and significantly change our cash requirements.

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These changes in our business plans or strategy may include: the acquisition of unique or compelling programming; the development and introduction of new features or services; significant new or enhanced distribution arrangements; investments in infrastructure, such as satellites, equipment or radio spectrum; and acquisitions and investments, including acquisitions and investments that are not directly related to our existing business.

We may from time to time purchase our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

In connection with the Transactions, all loans outstanding, together with accrued interest and any additional amounts due under the Sirius XM Holdings Margin Loan, will be repaid and holders of Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 will have the right to require New Sirius to repurchase Liberty Media’s 2.75% Exchangeable Senior Debentures due 2049 at a purchase price equal to the adjusted principal amount plus accrued and unpaid interest. Sirius XM Radio has secured committed financing, in the amount of $1.1 billion, the proceeds of which are expected to be used to refinance Liberty Media’s 2.75% Exchangeable Notes due 2049 and the Sirius XM Holdings Margin Loan.

We have made, and expect to continue to make, certain tax-efficient investments in clean energy technologies, including, industrial carbon capture and storage. These investments will produce tax credits and related tax losses. Over the next seven years, we currently expect to generate more than $250 million in net-after tax cash benefit. The payments on these equity investments will be classified as investing activities from a cash flow perspective, while the tax credits and losses will benefit our federal cash taxes in operating activities.

Subsidiary Stock Repurchase Program

As of March 31, 2024, Sirius XM Holdings’ board of directors had approved for repurchase an aggregate of $18,000 of its common stock. Sirius XM Holdings’ board of directors did not establish an end date for this stock repurchase program. Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including transactions with Liberty and its affiliates, or otherwise. As of March 31, 2024, Sirius XM Holdings’ cumulative repurchases since December 2012 under its stock repurchase program totaled 3,731 shares for $16,834, and $1,166 remained available for future share repurchases under its stock repurchase program. During the three months ended March 31, 2024, Sirius XM Holdings did not repurchase any shares of its common stock.

Shares of Sirius XM Holdings’ common stock may be purchased from time to time on the open market and in privately negotiated transactions, including in accelerated stock repurchase transactions and transactions with Liberty Media and its affiliates. We intend to fund the additional repurchases through a combination of cash on hand, cash generated by operations and future borrowings. The size and timing of any purchases will be based on a number of factors, including price and business and market conditions.

On April 24, 2024, Sirius XM Holdings’ board of directors declared a quarterly dividend on Sirius XM Holdings’ common stock in the amount of $0.0266 per share of common stock payable on May 29, 2024 to stockholders of record as of the close of business on May 10, 2024.

Debt Covenants

The indentures governing Sirius XM’s senior notes and the agreements governing the Sirius XM Credit Facility and Sirius XM Holdings Margin Loan include restrictive covenants. The indentures governing the notes also contain covenants that, among other things, limit Sirius XM’s ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate. As of March 31, 2024, we were in compliance with such covenants. For a discussion of our “Debt Covenants,” refer to Note 11 to our unaudited combined financial statements.

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Off-Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements other than those disclosed in Note 14 to our unaudited combined financial statements included in this proxy statement/notice/prospectus/information statement that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Contractual Cash Commitments

For a discussion of our “Contractual Cash Commitments,” refer to Note 14 to our unaudited combined financial statements included in this proxy statement/notice/prospectus/information statement.

Related Party Transactions

For a discussion of “Related Party Transactions,” refer to Note 10 to our unaudited combined financial statements included in this proxy statement/notice/prospectus/information statement.

Critical Accounting Policies and Estimates

Our combined financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Accounting estimates require the use of significant management assumptions and judgments as to future events, and the effect of those events cannot be predicted with certainty. The accounting estimates will change as new events occur, more experience is acquired and more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and use outside experts to assist in that evaluation when we deem necessary. We have identified all significant accounting policies in Note 2 to our audited combined financial statements included in this proxy statement/notice/prospectus/information statement.

Non-Financial Instrument Valuations. Our non-financial instrument valuations are primarily comprised of our determination of the estimated fair value allocation of net tangible and identifiable intangible assets acquired in business combinations, our annual assessment of the recoverability of our goodwill and other nonamortizable intangibles, such as trademarks, and our evaluation of the recoverability of our other long-lived assets upon certain triggering events. If the carrying value of our long-lived assets exceeds their estimated fair value, we are required to write the carrying value down to fair value. Any such writedown is included in Impairment, restructuring and acquisition costs in our combined statement of operations. Judgment is required to estimate the fair value of our long-lived assets. We may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates. We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques. Due to the degree of judgment involved in our estimation techniques, any value ultimately derived from our long-lived assets may differ from our estimate of fair value. As each of our operating segments has long-lived assets, this critical accounting policy affects the financial position and results of operations of each segment.

As of March 31, 2024, the intangible assets not subject to amortization for each of our reportable segments were as follows (amounts in millions):

	Goodwill			FCC Licenses			Trademarks			Total
Sirius XM		$	14,250		$	8,600		$	930		$	23,780
Pandora and Off-platform			959			—			312			1,271
Combined		$	15,209		$	8,600		$	1,242		$	25,051

We perform our annual assessment of the recoverability of our goodwill and other nonamortizable intangible assets in the fourth quarter each year, or more frequently if events and circumstances indicate impairment may have occurred. The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment

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test. The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. In evaluating goodwill on a qualitative basis, New Sirius reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it is more likely than not that an indicated impairment exists for any of our reporting units. New Sirius considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, New Sirius also considers fair value determinations for certain reporting units that have been made at various points throughout the current and prior year for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, New Sirius performs the quantitative impairment test.

Useful Life of Broadcast/Transmission System. Our satellite system includes the costs of our satellite construction, launch vehicles, launch insurance, capitalized interest, spare satellites, terrestrial repeater network and satellite uplink facilities. We monitor our satellites for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset is not recoverable.

We operate two in-orbit Sirius satellites, FM-5 and FM-6, which launched in 2009 and 2013, respectively, and estimate they will operate effectively through the end of their depreciable lives in 2024 and 2028, respectively.

We currently operate three in-orbit XM satellites, XM-3, XM-5 and SXM-8. Our XM-3 satellite was launched in 2005 and is used as an in-orbit spare and reached the end of its depreciable life in 2020. Our XM-5 satellite was launched in 2010 and is expected to reach the end of its depreciable life in 2025. Our SXM-8 satellite was launched in 2021 and is expected to reach the end of its depreciable life in 2036. Our SXM-8 satellite replaced our XM-3 satellite. We have entered into agreements for the design, construction and launch of four additional satellites, SXM-9, SXM-10, SXM-11 and SXM-12.

Our satellites have been designed to last fifteen-years. Our in-orbit satellites may experience component failures which could adversely affect their useful lives. We monitor the operating condition of our in-orbit satellites and if events or circumstances indicate that the depreciable lives of our in-orbit satellites have changed, we will modify the depreciable life accordingly. If we were to revise our estimates, our depreciation expense would change.

Income Taxes. Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

We assess the recoverability of deferred tax assets at each reporting date and, where applicable, a valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. Our assessment includes an analysis of whether deferred tax assets will be realized in the ordinary course of operations based on the available positive and negative evidence, including the scheduling of deferred tax liabilities and forecasted income from operations. The underlying assumptions we use in forecasting future taxable income require significant judgment. In the event that actual income from operations differs from forecasted amounts, or if we change our estimates of forecasted income from operations, we could record additional charges or reduce allowances in order to adjust the carrying value of deferred tax assets to their realizable amount. Such adjustments could be material to our combined financial statements.

As of each of March 31, 2024 and December 31, 2023, we had a valuation allowance related to deferred tax assets of $88 that were not likely to be realized due to the timing of certain state net operating loss limitations.

ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit

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that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. If the tax position is not more likely than not to be sustained, the gross amount of the unrecognized tax position will not be recorded in the financial statements but will be shown in tabular format within the uncertain income tax positions. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs due to the following conditions: (1) the tax position is “more likely than not” to be sustained, (2) the tax position, amount, and/or timing is ultimately settled through negotiation or litigation, or (3) the statute of limitations for the tax position has expired. A number of years may elapse before an uncertain tax position is effectively settled or until there is a lapse in the applicable statute of limitations. We record interest and penalties related to uncertain tax positions in Income tax expense in our combined statements of operations.

Glossary

Monthly active users — the number of distinct registered users on the Pandora services, including subscribers, which have consumed content within the trailing 30 days to the end of the final calendar month of the period. The number of monthly active users on the Pandora services may overstate the number of unique individuals who actively use our Pandora service, as one individual may use multiple accounts. To become a registered user on the Pandora services, a person must sign-up using an email address or access our service using a device with a unique identifier, which we use to create an account for our service.

Average self-pay monthly churn — for satellite-enabled subscriptions, the Sirius XM monthly average of self-pay deactivations for the period divided by the average number of self-pay subscribers for the period.

Adjusted EBITDA — EBITDA is defined as net income before interest expense, income tax expense and depreciation and amortization. Adjusted EBITDA is a Non-GAAP financial measure that excludes or adjusts for the impact of other expense (income), loss on extinguishment of debt, impairment, restructuring and acquisition costs, costs associated with the Transactions, other non-cash charges such as share-based payment expense, and legal settlements and reserves (if applicable). Corporate costs of $6 and $10 for the three months ended March 31, 2024 and 2023, respectively, and $32, $26 and $15 for the years ended December 31, 2023, 2022 and 2021, respectively, have not been excluded from Adjusted EBITDA, however are considered non-recurring in nature. We believe adjusted EBITDA is a useful measure of the underlying trend of our operating performance, which provides useful information about our business apart from the costs associated with our capital structure and purchase price accounting. We believe investors find this Non-GAAP financial measure useful when analyzing our past operating performance with our current performance and comparing our operating performance to the performance of other communications, entertainment and media companies. We believe investors use adjusted EBITDA to estimate our current enterprise value and to make investment decisions. As a result of large capital investments in our satellite radio system, our results of operations reflect significant charges for depreciation expense. We believe the exclusion of share-based payment expense is useful as it is not directly related to the operational conditions of our business. We also believe the exclusion of the legal settlements and reserves, impairment, restructuring and acquisition related costs, to the extent they occur during the period, is useful as they are significant expenses not incurred as part of our normal operations for the period.

Adjusted EBITDA has certain limitations in that it does not take into account the impact to our combined statements of comprehensive income of certain expenses, including share-based payment expense. We endeavor to compensate for the limitations of the Non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the Non-GAAP measure. Investors that wish to compare and evaluate our operating results after giving effect for these costs should refer to net income as disclosed in our combined statements of comprehensive income. Since adjusted EBITDA is a Non-GAAP financial performance measure, our calculation of adjusted EBITDA may be susceptible to varying calculations; may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. The reconciliation of net income to the adjusted EBITDA is calculated as follows:

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	For the Three Months Ended March 31,						For the Years Ended December 31,
(in millions)	2024			2023			2023			2022			2021
Net income:		$	241		$	230		$	988		$	1,118		$	1,338
Add back items excluded from Adjusted EBITDA:
Legal settlements and reserves			—			—			31			—			—
Impairment, restructuring and acquisition costs			32			32			92			68			20
Share-based payment expense(1)			48			48			203			209			215
Depreciation and amortization			155			161			624			611			603
Interest expense			129			134			534			503			481
(Gain)/loss on extinguishment of debt			—			—			—			—			83
Other (income) expense, net			(29)			(59)			64			(70)			(186)
Income tax expense			68			68			222			368			201
Adjusted EBITDA		$	644		$	614		$	2,758		$	2,807		$	2,755

(1)

Allocation of share-based payment expense:

	For the Three Months Ended March 31,						For the Years Ended December 31,
(in millions)	2024			2023			2023			2022			2021
Programming and content		$	9		$	7		$	34		$	34		$	33
Customer service and billing			1			1			5			6			6
Transmission			1			1			6			6			6
Sales and marketing			12			10			45			52			58
Engineering, design and development			12			11			46			39			36
General and administrative			13			18			67			72			76
Total share-based payment expense		$	48		$	48		$	203		$	209		$	215

Free cash flow — is derived from cash flow provided by operating activities, net of additions to property and equipment and purchases of other investments. Free cash flow is a metric that our management and board of directors use to evaluate the cash generated by our operations, net of capital expenditures and other investment activity. In a capital intensive business, with significant investments in satellites, we look at our operating cash flow, net of these investing cash outflows, to determine cash available for future subscriber acquisition and capital expenditures, to repurchase or retire debt, to acquire other companies and to evaluate our ability to return capital to stockholders. We exclude from free cash flow certain items that do not relate to the on-going performance of our business, such as cash flows related to acquisitions, strategic and short-term investments, including tax efficient investments in clean energy as well as net loan activity with related parties and other equity investees. We believe free cash flow is an indicator of the long-term financial stability of our business. Free cash flow, which is reconciled to “Net cash provided by operating activities,” is a Non-GAAP financial measure. This measure can be calculated by deducting amounts under the captions “Additions to property and equipment” and deducting or adding Restricted and other investment activity from “Net cash provided by operating activities” from the combined statements of cash flows. Free cash flow should be used in conjunction with other GAAP financial performance measures and may not be comparable to free cash flow measures presented by other companies. Free cash flow should be viewed as a supplemental measure rather than an alternative measure of cash flows from operating activities, as determined in accordance with GAAP. Free cash flow is limited and does not represent remaining cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt maturities. We believe free cash flow provides useful supplemental information to investors regarding our current cash flow, along with other GAAP measures (such as cash flows from operating and investing activities), to determine our financial condition, and to compare our operating performance to other communications, entertainment and media companies. Free cash flow is calculated as follows:

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	For the Three Months Ended March 31,						For the Years Ended December 31,
(in millions)	2024			2023			2023			2022			2021
Cash Flow information
Net cash provided by operating activities		$	264		$	321		$	1,829		$	1,981		$	1,910
Net cash used in investing activities			(354)			(242)			(696)			(493)		$	(64)
Net cash used in financing activities			(73)			(10)			(1,188)			(1,724)		$	(2,248)
Free Cash Flow
Net cash provided by operating activities			264			321			1,829			1,981		$	1,910
Additions to property and equipment			(174)			(205)			(650)			(426)			(388)
Purchases of other investments			(2)			(1)			3			1			(4)
Satellite insurance recoveries			—			—			—			—			225
Free cash flow(1)		$	88		$	115		$	1,182		$	1,556		$	1,743

(1)

New Sirius’ free cash flow compared to Sirius XM Holdings’ free cash flow is impacted by the additional interest payments related to Liberty Media’s debt attributed to New Sirius as well as corporate costs.

ARPU — Sirius XM ARPU is derived from total earned subscriber revenue (excluding revenue associated with our connected vehicle services) and advertising revenue, divided by the number of months in the period, divided by the daily weighted average number of subscribers for the period.

Subscriber acquisition cost, per installation — or SAC, per installation, is derived from subscriber acquisition costs less margins from the sale of radios and accessories (excluding connected vehicle services), divided by the number of satellite radio installations in new vehicles and shipments of aftermarket radios for the period. SAC, per installation, is calculated as follows:

	For the Three Months Ended March 31,						For the Years Ended December 31,
(in millions)	2024			2023			2023			2022			2021
Subscriber acquisition costs, excluding connected vehicle services		$	90		$	90		$	359		$	352		$	325
Less: margin from sales of radios and accessories, excluding connected vehicle services			(48)			(43)			(179)			(176)			(183)
		$	42		$	47		$	180		$	176		$	142
Installations (in thousands)			3,397			3,334			13,640			12,270			11,174
SAC, per installation(a)		$	12.50		$	14.39		$	13.18		$	14.32		$	12.58

(a)

Amounts may not recalculate due to rounding.

Ad supported listener hours — is based on the total bytes served over our Pandora advertising supported platforms for each track that is requested and served from our Pandora servers, as measured by our internal analytics systems, whether or not a listener listens to the entire track. For non-music content such as podcasts, episodes are divided into approximately track-length parts, which are treated as tracks. To the extent that third-party measurements of advertising hours are not calculated using a similar server-based approach, the third-party measurements may differ from our measurements.

RPM — is calculated by dividing advertising revenue, excluding AdsWizz and other off-platform revenue, by the number of thousands of listener hours on our Pandora advertising-based service.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations. Market risk refers to the risk of loss arising from adverse

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changes in stock prices and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity and (ii) issuing variable rate debt with appropriate maturities and interest rates. As of March 31, 2024, the Company had $1,160 million principal amount of variable rate debt with a weighted average interest rate of 7.1% and $9,910 million principal amount of fixed rate debt with a weighted average interest rate of 4.2%.

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MANAGEMENT OF NEW SIRIUS FOLLOWING THE MERGER

The following section discusses the persons who are expected to serve as management of New Sirius immediately following the Merger, including its directors and its executive officers, as well as certain related matters as required by the rules and regulations of the SEC.

Directors

The directors of New Sirius from and after the Merger will be Mr. Hartenstein, Mr. Evan Malone, Mr. Meyer, Mr. Maffei, Ms. Procope, Mr. Rapino, Ms. Salen, Ms. Witz and Mr. Zaslav. At the Merger Effective Time, the New Sirius board of directors will be classified and divided into three classes, designated Class I, Class II and Class III, with each class initially consisting of three directors. Class I directors will initially serve for a term expiring at the first annual meeting of stockholders held after the Merger Effective Time. Class II directors will initially serve for a term expiring at the second annual meeting of stockholders held after the Merger Effective Time. Class III directors will initially serve for a term expiring at the third annual meeting of stockholders held after the Merger Effective Time. The New Sirius board of directors is authorized to assign members of the board of directors already in office to their respective class. At each annual meeting of stockholders held after the Merger Effective Time, successors to the class of directors whose term expires at that annual meeting will be elected for a term expiring at the next succeeding annual meeting of stockholders and until the election and qualification of their respective successors. Following the third annual meeting held after the Merger Effective Time, the New Sirius board of directors will cease to be classified. At all times prior to the third annual meeting of New Sirius stockholders held after the Merger Effective Time, directors serving in classes may be removed only for cause and only by the affirmative vote of the holders of a majority in voting power of all then outstanding shares of New Sirius entitled to vote thereon, voting together as a single class.

The following sets forth certain information concerning the persons who are expected to serve as the directors of New Sirius from and after the Merger, including their ages, directorships held and a description of their business experience, including, if applicable, current positions held with Liberty Media.

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Name			Positions
Gregory B. Maffei Age: 63			Mr. Maffei has been a director of Sirius XM Holdings since March 2009 and has served as the chairman of the board since April 2013. Mr. Maffei has served as President and Chief Executive Officer of Liberty Media (including its predecessors) since May 2007, President and Chief Executive Officer of ABHI since December 2022, President and Chief Executive Officer of Liberty Broadband Corporation since June 2014, and President and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. since July 2013. Mr. Maffei also served as the President and Chief Executive Officer of Liberty Media Acquisition Corporation from November 2020 to December 2022; the President and Chief Executive Officer of GCI Liberty, Inc. from March 2018 until its combination with Liberty Broadband Corporation in December 2020; and the President and Chief Executive Officer of Qurate Retail, Inc. (Qurate Retail) (including its predecessor) from February 2006 until March 2018. He also served as Qurate Retail’s CEO-Elect from November 2005 through February 2006. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, as Chairman, Chief Executive Officer and President of 360networks Corporation and as Chief Financial Officer of Microsoft Corporation. Mr. Maffei has served as: a director of Liberty Media since May 2007; the Chairman of the Board of Qurate Retail since March 2018 and as a director of Qurate Retail (including its predecessor) since November 2005; the Chairman of the Board of Live Nation since March 2013 and a director since February 2011; a director of Charter Communications, Inc. since May 2013; a director of Zillow Group, Inc. since February 2015, having previously served as a director of its predecessor, Zillow Inc., from May 2005 to February 2015; the Chairman of the Board of Tripadvisor, Inc. since February 2013; the Chairman of the Board of Liberty TripAdvisor Holdings, Inc. since June 2015 and a director since July 2013; a director of Liberty Broadband Corporation since June 2014; and a director of ABHI since July 2023. Mr. Maffei also served on the board of directors of GCI Liberty, Inc. and Liberty Media Acquisition Corporation during the past five years.

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Name			Positions
Eddy W. Hartenstein Age: 73			Mr. Hartenstein has been a director of Sirius XM Holdings since July 2008, served as the chairman of its board from November 2009 to April 2013 and has served as the company’s Lead Independent Director since April 2013. From May 2005 until the closing of the merger of Sirius XM Holdings with XM Satellite Radio Holdings Inc. in July 2008, Mr. Hartenstein served as a director of XM Satellite Radio Holdings Inc. Mr. Hartenstein was the non-executive Chairman of the Board of Tribune Publishing, a leading diversified media company that included the Los Angeles Times, from August 2014 through January 2016. Mr. Hartenstein retired as the Publisher and Chief Executive Officer of the Los Angeles Times in August 2014, a position he held since August 2008. In addition, Mr. Hartenstein served as Co-President of the Tribune Company from October 2010 to May 2011 and as President and Chief Executive Officer from May 2011 until January 2013. Mr. Hartenstein was Vice Chairman and a member of the board of directors of The DIRECTV Group, Inc. (formerly Hughes Electronics Corporation), a television service provider, from December 2003 until his retirement in December 2004. He served as Chairman and Chief Executive Officer of DIRECTV, Inc. from late 2001 through 2004 and as President of DIRECTV, Inc. from its inception in 1990 to 2001. Previously, Mr. Hartenstein served in various capacities for Hughes Communications, Inc., a provider of satellite-based communications, Equatorial Communications Services Company, a provider of telephony and data distribution services, and NASA’s Jet Propulsion Laboratory, the lead U.S. center for robotic exploration of the solar system. Mr. Hartenstein also serves as the Lead Independent Director of Broadcom, Inc. and is a member of the board of directors of The City of Hope. Mr. Hartenstein previously served as a director of Tribune Publishing Company, TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation), SanDisk Corporation and Yahoo! Inc.
Evan D. Malone Age: 53			Mr. Evan Malone has been a director of Sirius XM Holdings since May 2013. Mr. Evan Malone has served as President of NextFab Studio, LLC, which provides manufacturing-related technical training, product development and business acceleration services, since June 2009. Since January 2008, Mr. Evan Malone has served as the owner and manager of a real estate property and management company, 1525 South Street LLC. Mr. Evan Malone has served as an applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001. Mr. Evan Malone serves as president of the Malone Family Foundation, as a director and president of the NextFab Foundation, and as an officer of the Malone Family Land Preservation Foundation. Mr. Evan Malone has served as a director of Liberty Media since September 2011 and as a director of Qurate Retail since August 2008.

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Name			Positions
James E. Meyer Age: 69			Mr. Meyer currently serves as Vice Chairman of the board of directors of Sirius XM Holdings and has been a director of the company since January 2013. Mr. Meyer served as Chief Executive Officer of Sirius XM Holdings from December 2012 through December 2020. Prior to becoming Chief Executive Officer, Mr. Meyer was President, Operations and Sales of Sirius XM Holdings. Prior to joining the company in May 2004, Mr. Meyer was the President of Aegis Ventures, a general management consulting company. Before Aegis, he held a number of senior management positions in consumer electronics over a 25-year period, including as the Senior Executive Vice President of Digital Media Solutions of Thomson, a worldwide leader in consumer electronics. Prior to joining Thomson, Mr. Meyer held senior management positions at General Electric and RCA. Mr. Meyer is a director of Charter Communications, Inc. During the past five years, Mr. Meyer was Chairman of the Board of Directors and a director of TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation).
Jonelle Procope Age: 73			Ms. Procope has been a director of Sirius XM Holdings since July 2020. From 2003 to June 2023, Ms. Procope was the President and Chief Executive Officer of the Apollo Theater Foundation, Inc., a non-profit organization that operates the world famous Apollo Theater in New York and offers educational, summer internship programs, and school seminars. Ms. Procope began her career as a lawyer at Skadden, Arps, Slate, Meagher & Flom, LLP, an international law firm, and later held legal and business affairs positions at Viacom International, Inc., a global entertainment company, Bristol-Myers Squibb Company, a global biopharmaceutical company, and Blackground Records, an independent record label.
Michael Rapino Age: 58			Mr. Rapino has been a director of Sirius XM Holdings since January 2018. Mr. Rapino has been the President and Chief Executive Officer of Live Nation since 2005 and serves on its board of directors. Live Nation is the world’s leading live entertainment company comprised of: Ticketmaster, Live Nation Concerts and Live Nation Media & Sponsorship.

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Name			Positions
Kristina Salen Age: 53			Ms. Salen has been a director of Sirius XM Holdings since July 2018. Ms. Salen has been the Chief Financial Officer of Booksy Inc., a provider of scheduling software for beauty professionals, since January 2024. From December 2022 to August 2023, Ms. Salen was the Chief Financial Officer of Greenhouse Software, Inc., a hiring software company. She was the Chief Financial Officer of World Wrestling Entertainment, Inc., an integrated media company, from August 2020 until November 2021. From February 2019 until May 2020, Ms. Salen was the Chief Financial Officer of Moda Operandi, Inc., an online luxury retailer, and from July 2017 to October 2018, Ms. Salen was the Chief Financial Officer and Chief Operating Officer of United Masters, an artist services company. Previously, she served as the Chief Financial Officer at Etsy, Inc., an online marketplace, from January 2013 to March 2017. Prior to Etsy, Ms. Salen led the media, Internet, and telecommunications research group of FMR LLC (doing business as Fidelity Investments), a multinational financial services company, from January 2006 to January 2013. Prior to Fidelity, Ms. Salen worked in various financial and executive roles at several companies, including Oppenheimer Capital LLC, an investment firm, from June 2002 to December 2005; Merrill Lynch & Co., Inc., a financial services corporation acquired by Bank of America Corporation in January 2009, from June 1997 to June 2001; Lazard Freres & Co. LLC, a global financial advisory and asset management firm, from April 1996 to June 1997; and SBC Warburg, an investment bank, from December 1994 to April 1996. During the past five years, Ms. Salen was also a director of Cornerstone OnDemand, Inc., a cloud-based talent management software solution company, where she was Chair of the Audit Committee.
Jennifer C. Witz Age: 55			Ms. Witz has served as Chief Executive Officer of Sirius XM Holdings and has been a director since January 2021. From March 2019 through December 2020, Ms. Witz was Sirius XM Holdings’ President, Sales, Marketing and Operations. From August 2017 until March 2019, she was Sirius XM Holdings’ Executive Vice President, Chief Marketing Officer. Ms. Witz joined Sirius XM Holdings in March 2002 and has served in a variety of senior financial and operating roles. Before joining Sirius XM Holdings, Ms. Witz was Vice President, Planning and Development, at Viacom Inc., a global media company, and prior to that she was Vice President, Finance and Corporate Development, at Metro-Goldwyn-Mayer, Inc., an entertainment company focused on the production and global distribution of film and television content. Ms. Witz began her career in the Investment Banking Department at Kidder, Peabody & Co Inc. During the past five years, she was a member of the board of directors of LendingTree, Inc., a leading online marketplace that connects consumers with financial products, and served on its compensation committee.

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Name			Positions
David M. Zaslav Age: 64			Mr. Zaslav has been a director of Sirius XM Holdings since May 2013. Mr. Zaslav has been the President and Chief Executive Officer and a member of the board of directors of Warner Bros. Discovery, Inc., one of the world’s largest and most diverse media and entertainment companies, since April 2022. Mr. Zaslav was the President and Chief Executive Officer of Discovery Communications, Inc., one of the largest nonfiction media companies in the world, from January 2007 to April 2022, and a director of that company from September 2008 to April 2022. Mr. Zaslav served as President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc., a media and entertainment company, from May 2006 to December 2006. Mr. Zaslav served as Executive Vice President of NBC and President of NBC Cable, a division of NBC, from October 1999 to May 2006. Mr. Zaslav serves on the boards of American Cinematheque, The Cable Center, Grupo Televisa, Partnership for New York City and USC Shoah Foundation and is an advisor to the Board of Directors of the Elie Wiesel Foundation for Humanity. He also is a member of the Board of Trustees for the Paley Center for Media, the Mount Sinai Medical Center and Syracuse University. He previously served as a director of Blade Air Mobility, Inc. from May 2021 until September 2021 and Lions Gate Entertainment Corp. from 2015 until May 2021.

Executive Officers

The executive officers of New Sirius that have been designated to take office upon the completion of the Transactions, as of the date of this proxy statement/notice/prospectus/information statement, are as follows:

•

Jennifer C. Witz, Chief Executive Officer

•

Scott A. Greenstein, President, Chief Content Officer

•

Thomas D. Barry, Executive Vice President and Chief Financial Officer

•

Patrick L. Donnelly, Executive Vice President, General Counsel and Secretary

•

Joseph Inzerillo, Chief Product and Technology Officer

The following sets forth certain information concerning the persons (other than Ms. Witz who is also expected to serve as a director of New Sirius and is described above) who are expected to serve as executive officers of New Sirius that have been designated to take office upon the completion of the Transactions, including their ages, directorships held and a description of their business experience. None of the persons who are expected to serve as executive officers of New Sirius hold, or have ever held, positions with Liberty Media.

Name			Positions
Scott A. Greenstein Age: 64			Mr. Greenstein has served as Sirius XM Holdings’ President, Chief Content Officer, since May 2004. Prior to May 2004, Mr. Greenstein was Chief Executive Officer of The Greenstein Group, a media and entertainment consulting firm. From 1999 until 2002, he was Chairman of USA Films, a motion picture production, marketing and distribution company. From 1997 until 1999, Mr. Greenstein was Co-President of October Films, a motion picture production, marketing and distribution company. Prior to joining October Films, Mr. Greenstein was Senior Vice President of Motion Pictures, Music, New Media and Publishing at Miramax Films, and held senior positions at Viacom Inc.

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Name			Positions
Thomas D. Barry Age: 57			Mr. Barry has served as Sirius XM Holdings’ Executive Vice President and Chief Financial Officer since April 2023 and also serves as its Chief Accounting Officer. From 2009 until 2023 he was Sirius XM Holdings’ Senior Vice President and Controller. Prior to joining Sirius XM Holdings, Mr. Barry was the Vice President and Controller for Reader’s Digest Inc., the owner of the American general-interest family magazine, from 2002 until 2009. Prior to Reader’s Digest, he held finance leadership roles at Xerox Engineering Systems, a subsidiary of Xerox Corporation, the workplace technology company, and Avon Products Inc., the multinational cosmetics, skin care, fragrance and personal care company. Mr. Barry started his career at PricewaterhouseCoopers LLP, the international professional services brand of firms, and is a Certified Public Accountant.
Patrick L. Donnelly Age: 62			Mr. Donnelly has served as Sirius XM Holdings’ Executive Vice President, General Counsel and Secretary, since May 1998. From June 1997 to May 1998, he was Vice President and Deputy General Counsel of ITT Corporation, a hotel, gaming and entertainment company that was acquired by Starwood Hotels & Resorts Worldwide, Inc. in February 1998. From October 1995 to June 1997, he was assistant general counsel of ITT Corporation. Prior to October 1995, Mr. Donnelly was an attorney at the law firm of Simpson Thacher & Bartlett LLP.
Joseph Inzerillo Age: 51			Mr. Inzerillo has served as Sirius XM Holdings’ Chief Product and Technology Officer since January 2022. Prior to that, Mr. Inzerillo was the Executive Vice President & Chief Technology Officer — Disney Streaming since 2017. Prior to that, Mr. Inzerillo held a variety of senior technology positions at Major League Baseball and its subsidiaries. From 2015 to 2017, Mr. Inzerillo served as Executive Vice President & Chief Technology Officer of BAMTech Media, a distributor of direct-to-consumer video and a provider of video streaming solutions. Mr. Inzerillo was the Chief Technology Officer of Major League Baseball Advanced Media, LP from 2014 through 2015, and the Senior Vice President of Multimedia Distribution of that entity from 2006 to 2014. During his tenure at Major League Baseball Advanced Media, LP, Mr. Inzerillo also served as Chief Technology Officer for Major League Baseball. Mr. Inzerillo started his career with the Chicago White Sox and was the Chief Technology Officer of the United Center, home of the Chicago Bulls and Chicago Blackhawks.

New Sirius’ executive officers will serve in such capacities until their respective successors have been duly chosen and have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family relationship between any of New Sirius’ executive officers or directors, by blood, marriage or adoption.

During the past ten years, none of the above persons expected to serve as directors or executive officers of New Sirius has had any involvement in such legal proceedings as would be material to an evaluation of his ability or integrity, including those identified in Item 401(f) of Regulation S-K.

Director Independence

A majority of the members of the New Sirius board of directors will be independent of its management in accordance with Nasdaq listing rules. For a director to be deemed independent under the Nasdaq listing rules, New Sirius’ board of directors must affirmatively determine that the director has no direct or indirect material relationship with New Sirius or Liberty Media, as applicable. To assist New Sirius’ board of directors in determining which of its directors will qualify as independent, the nominating, environmental, social and governance committee of New Sirius’ board is expected to follow the Corporate Governance Rules of Nasdaq on the criteria for director independence.

In addition, under the terms of the Merger Agreement, among other things:

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•

All of the Sirius XM Holdings Designees, other than Ms. Witz, must be individuals who would qualify as “independent” directors under the Nasdaq listing rules with respect to New Sirius (after the Merger Effective Time).

Board Committees

It is expected that New Sirius’ board of directors will form the following committees: audit committee, compensation committee and nominating, environmental, social and governance committee, which will have comparable responsibilities to the corresponding committees of the Sirius XM Holdings board of directors. It is currently contemplated that the members and chairmen of these committees (with the exception of the executive committee, which will not have a chairman) will be appointed prior to the completion of the Transactions. In addition, it is currently contemplated that the “audit committee financial expert” for purposes of the Exchange Act and the rules and regulations of Nasdaq will be designated at such time.

Board Composition

The board of directors of New Sirius will be comprised of directors with a broad range of backgrounds and skill sets, including in subscription businesses, media enterprises and tech-related companies. Detailed information on New Sirius’ policies with respect to board candidates will be available following the establishment of the board’s nominating and corporate governance committee.

Compensation Committee Interlocks and Insider Participation

It is expected that one member of New Sirius’ compensation committee (once formed) will be or will have been, during 2023, an officer or employee of New Sirius or Liberty Media. It is expected that no interlocking relationship will exist between the New Sirius board and its compensation committee and the board of directors or compensation committee of any other company.

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EXECUTIVE COMPENSATION OF NEW SIRIUS FOLLOWING THE MERGER

Executive Officers of New Sirius Following the Merger

•

Jennifer C. Witz, Chief Executive Officer

•

Scott A. Greenstein, President and Chief Content Officer

•

Thomas D. Barry, Executive Vice President and Chief Financial Officer

•

Patrick L. Donnelly, Executive Vice President, General Counsel and Secretary

•

Joseph Inzerillo, Chief Product and Technology Officer

New Sirius is a newly formed company, and therefore, has not paid any compensation to any of its executive officers. Although New Sirius has not paid any compensation to any of its executive officers, Sirius XM Holdings has historically compensated the executive officers for their service to Sirius XM Holdings and it is expected that, following the Transactions, the executive officers will receive similar compensation from New Sirius.

For information concerning the compensation paid to the executive officers of New Sirius for their service to Sirius XM Holdings for the year ended December 31, 2023 and certain related information, see the “Executive Compensation” sections of the definitive proxy statements on Schedule 14A filed by Sirius XM Holdings with the SEC on April 8, 2024 relating to their respective 2024 annual meetings of stockholders (the 2024 Sirius Proxy).

The amount and timing of any equity-based compensation to be paid to the New Sirius executive officers following the Transactions (other than awards issued pursuant to the Transitional Plan) will be determined by the compensation committee of the New Sirius board of directors. Any equity incentive awards granted to executive officers of New Sirius following the Transactions will generally be granted pursuant to the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan, which is described under “— Equity Incentive Plans” below.

Directors of New Sirius Following the Merger

New Sirius is a newly formed company, and therefore, has not paid any compensation to any of its directors. Although New Sirius has not paid any compensation to any of its directors, Sirius XM Holdings has historically compensated the directors for their service to Sirius XM Holdings and it is expected that, following the Transactions, the directors will receive similar compensation from New Sirius. Currently, each director of the board of directors of Sirius XM Holdings receives an annual cash retainer and restricted stock units. In addition, each director who serves on a chair of a committee of the board of directors receives an additional cash retainer. It is expected that a similar mix of compensation benefits will be received by the directors of New Sirius.

As described above in “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards,” New Sirius directors who hold options to purchase shares of Liberty SiriusXM Common Stock will receive options to purchase shares of New Sirius Common Stock, which will be issued pursuant to the Transitional Plan and awards held by directors with respect to Sirius XM Common Stock that will be converted into awards with respect to New Sirius Common Stock as described under “The Merger — Treatment of Outstanding Equity Awards.” Any equity incentive awards granted to non-employee directors of New Sirius following the completion of the Transactions will generally be granted pursuant to the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan, which is described under “— Equity Incentive Plans” below.

Equity Incentive Plans

Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan

At the Merger Effective Time, the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan (the incentive plan) will become effective. The incentive plan is designed to provide additional remuneration to

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officers, employees, nonemployee directors and independent contractors for exceptional service and to encourage their investment in New Sirius. Stock options, SARs, restricted shares, restricted stock units, cash awards, performance awards or any combination of the foregoing may be granted under the incentive plan (collectively, awards). The maximum number of shares of New Sirius Common Stock with respect to which awards may be granted is 35 million, subject to anti-dilution and other adjustment provisions of the incentive plan. No nonemployee director may receive compensation during any fiscal year in excess of $1 million (including awards under the plan, determined based on the fair market value of such award as of the grant date). Shares of New Sirius Common Stock issuable pursuant to awards will be made available from either authorized but unissued shares or treasury shares. The incentive plan will be administered by New Sirius’ compensation committee, and New Sirius’ compensation committee will have full power and authority to determine the terms and conditions of such awards.

New Sirius Transitional Stock Adjustment Plan

At the time of the Split-Off, New Sirius will also have awards outstanding under the Transitional Plan as described under “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards.”

Equity Compensation Plan Information

Following the Transactions, New Sirius will have two equity compensation plans, each of which is listed below. The following table reflects the awards, on an aggregate basis, that would have been outstanding as of May 31, 2024, assuming (a) the Transactions had occurred on that date and (b) the treatment of the outstanding incentive awards with respect to Liberty SiriusXM Common Stock as described under “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards” above.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(2)
Equity compensation plans approved by security holders(1)
Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan							35,000,000
New Sirius Common Stock		—			—
Liberty Sirius XM Holdings Inc. Transitional Stock Adjustment Plan							—(3)
New Sirius Common Stock		4,046,025(4)		$	35.88(5)
Total
New Sirius Common Stock		—
							35,000,000

(1)

Each plan has been approved by Liberty Media in its capacity as the sole stockholder of New Sirius prior to the Split-Off.

(2)

Each plan permits grants of, or with respect to, shares of New Sirius Common Stock.

(3)

The Liberty Sirius XM Holdings Inc. Transitional Stock Adjustment Plan will govern the terms and conditions of option awards with respect to New Sirius Common Stock that will be issued in substitution for option awards relating to Liberty SiriusXM Common Stock granted prior to the Split-Off, as described under “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards” above. As a result, New Sirius does not anticipate further grants will be permitted under this plan.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners of Liberty Media

The following table sets forth information concerning shares of Liberty Media common stock beneficially owned by each person or entity known by Liberty Media to own more than five percent of the outstanding shares of any voting series of the Liberty Media common stock. All of such information is based on publicly available filings, unless otherwise known to Liberty Media from other sources.

Unless otherwise indicated, the security ownership information is given as of April 30, 2024 and, in the case of percentage ownership information, is based upon (1) 98,140,175 LSXMA shares, (2) 9,755,336 LSXMB shares, (3) 218,794,768 LSXMK shares, (4) 25,558,490 LLYVA shares, (5) 2,546,146 LLYVB shares, (6) 63,617,041 LLYVK shares, (7) 23,985,441 FWONA shares, (8) 2,434,102 FWONB shares and (9) 208,613,527 FWONK shares, in each case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all LSXMA, LSXMB, LLYVA, LLYVB, FWONA and FWONB shares. LSXMK, LLYVK and FWONK shares are, however, non-voting (except as otherwise required by the laws of the State of Delaware) and, therefore, in the case of percentage of voting power, are not included.

For purposes of the following presentation, beneficial ownership of shares of LSXMB, LLYVB or FWONB, though convertible on a one-for-one basis into shares of LSXMA, LLYVA or FWONA, respectively, are reported as beneficial ownership of LSXMB, LLYVB or FWONB only, and not as beneficial ownership of LSXMA, LLYVA or FWONA, respectively. So far as is known to us, the persons indicated below have sole voting and dispositive power with respect to the shares indicated as owned by them, except as otherwise stated in the notes to the table.

Name and Address of Beneficial Owner	Title of Series	Amount and Nature of Beneficial Ownership		Percent of Series (%)		Voting Power (%)
John C. Malone c/o Liberty Media Corporation 12300 Liberty Boulevard Englewood, CO 80112	LSXMA		964,685(1)		*		48.9
	LSXMB		9,455,341(1)		96.9
	LSXMK		16,065,993(1)		7.3
	LLYVA		251,492(1)		*
	LLYVB		2,465,003(1)		96.8
	LLYVK		4,314,442(1)		6.8
	FWONA		241,170(1)		1.0
	FWONB		2,363,834(1)		97.1
	FWONK		2,865,350(1)		1.4
Berkshire Hathaway, Inc. 3555 Farnam Street Omaha, NE 68131	LSXMA		35,182,219(2)		35.8		13.6
	LSXMB		—		—
	LSXMK		70,002,897(2)		32.0
	LLYVA		5,051,918(2)		19.8
	LLYVB		—		—
	LLYVK		11,132,590(2)		17.5
	FWONA		—		—
	FWONB		—		—
	FWONK		7,722,451(2)		3.7

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Name and Address of Beneficial Owner	Title of Series	Amount and Nature of Beneficial Ownership		Percent of Series (%)		Voting Power (%)
Linonia Partners Fund LP 414 West 14th Street, 6th Floor New York, NY 10014	LSXMA		—		—		*
	LSXMB		—		—
	LSXMK		—		—
	LLYVA		1,298,787(7)		5.1
	LLYVB		—		—
	LLYVK		3,389,690(7)		5.3
	FWONA		741,742(7)		3.1
	FWONB		—		—
	FWONK		1,364,051(7)		*

Less than 1%.

(1)

Information with respect to shares of common stock of Liberty Media beneficially owned by Mr. Malone, Chairman of the Board and a director of Liberty Media, is also set forth in the table under the heading “Security Ownership of Management of Liberty Media.”

(2)

Based on (a) Amendment No. 4 to Schedule 13G, filed April 8, 2024, by Warren E. Buffett, Berkshire Hathaway, Inc. (Berkshire Hathaway), National Indemnity Company (National Indemnity), National Fire & Marine Insurance Company (National Fire), GEICO Corporation (GEICO), Government Employees Insurance Company, Berkshire Hathaway Consolidated Pension Plan, BNSF Master Retirement Trust, Precision Castparts Corp. Master Trust (Precision Castparts) and R. Ted Weschler with respect to LSXMA, (b) Amendment No. 4 to Schedule 13G, filed April 8, 2024, by Mr. Buffett, Berkshire Hathaway, National Indemnity, National Fire, GEICO, Government Employees Insurance Company, Berkshire Hathaway Consolidated Pension Plan Master Trust, BNSF Master Retirement Trust, Scott Fetzer Collective Investment Trust, Precision Castparts and Mr. Weschler with respect to LSXMK, (c) a Schedule 13G, filed February 14, 2024, by Mr. Buffett, Berkshire Hathaway, National Indemnity, National Fire, GEICO, Government Employees Insurance Company, Berkshire Hathaway Consolidated Pension Plan Master Trust, BNSF Master Retirement Trust, Precision Castparts and Mr. Weschler with respect to LLYVA, (d) a Schedule 13G, filed February 14, 2024, by Mr. Buffett, Berkshire Hathaway, National Indemnity, National Fire, GEICO, Government Employees Insurance Company, Berkshire Hathaway Life Insurance Company of Nebraska (Insurance Co of Nebraska), Berkshire Hathaway Consolidated Pension Plan Master Trust, BNSF Master Retirement Trust, Scott Fetzer Collective Investment Trust, Precision Castparts and Mr. Weschler with respect to LLYVK and (e) a Form 13F, filed May 15, 2024, by Berkshire Hathaway with respect to itself and certain related institutional investment managers, including Insurance Co of Nebraska, Mr. Buffett, GEICO and National Indemnity with respect to FWONK, which report sole voting power, shared voting power, sole dispositive power/investment discretion and shared dispositive power/investment discretion for shares of LSXMA, LSXMK, LLYVA, LLYVK and FWONK as follows:

	Title of Series	Sole Voting Power		Shared Voting Power		Sole Dispositive Power/Investment Discretion		Shared Dispositive Power/Investment Discretion
Berkshire Hathaway and Mr. Buffett	LSXMA		—		32,755,624		—		32,755,624
	LSXMK		—		65,486,288		—		65,486,288
	LLYVA		—		5,051,918		—		5,051,918
	LLYVK		—		11,132,590		—		11,132,590
	FWONK		7,722,451		—		—		7,722,451

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	Title of Series	Sole Voting Power		Shared Voting Power		Sole Dispositive Power/Investment Discretion		Shared Dispositive Power/Investment Discretion
National Indemnity	LSXMA		—		27,514,116		—		27,514,116
	LSXMK		—		50,057,486		—		50,057,486
	LLYVA		—		3,741,543		—		3,741,543
	LLYVK		—		7,115,449		—		7,115,449
	FWONK		3,985,721		—		—		3,985,721
National Fire	LSXMA		—		933,391		—		933,391
	LSXMK		—		650,480		—		650,480
	LLYVA		—		233,347		—		233,347
	LLYVK		—		162,620		—		162,620
GEICO	LSXMA		—		25,687,044		—		25,687,044
	LSXMK		—		44,308,330		—		44,308,330
	LLYVA		—		3,284,775		—		3,284,775
	LLYVK		—		5,529,646		—		5,529,646
	FWONK		515,501		—		—		515,501
Government Employees Insurance Company	LSXMA		—		25,687,044		—		25,687,044
	LSXMK		—		44,308,330		—		44,308,330
	LLYVA		—		3,284,775		—		3,284,775
	LLYVK		—		5,529,646		—		5,529,646
Berkshire Hathaway Consolidated Pension Plan	LSXMA		—		2,359,919		—		2,359,919
	LSXMK		—		10,244,748		—		10,244,748
	LLYVA		—		589,979		—		589,979
	LLYVK		—		2,625,166		—		2,625,166
BNSF Master Retirement Trust	LSXMA		—		936,000		—		936,000
	LSXMK		—		3,014,156		—		3,014,156
	LLYVA		—		234,000		—		234,000
	LLYVK		—		753,539		—		753,539
Scott Fetzer Collective Investment Trust	LSXMK		—		200,000		—		200,000
	LLYVK		—		50,000		—		50,000
Precision Castparts	LSXMA		—		1,012,198		—		1,012,198
	LSXMK		—		1,319,418		—		1,319,418
	LLYVA		—		253,049		—		253,049
	LLYVK		—		425,806		—		425,806
Mr. Weschler	LSXMA		285,834		—		285,834		8,277
	LSXMK		655,808		—		655,808		18,887
	LLYVA		71,457		—		71,457		2,069
	LLYVK		163,951		—		163,951		4,721
Insurance Co of Nebraska	LLYVK		—		143,157		—		143,157
	FWONK		3,344,800		—		—		3,344,800

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Also based on seven separate filings on Form 4, filed by Berkshire Hathaway and Mr. Buffett, reporting purchases of shares of LSXMA and LSXMK between April 4, 2024 and April 29, 2024. According to such filings, (a) as of April 26, 2024, 30,874,102 of the total reported shares of LSXMA are owned by the following subsidiaries of Berkshire Hathaway: Government Employees Insurance Company (28,113,639), National Fire (933,391), and National Indemnity (1,827,072); (b) as of April 26, 2024, 4,308,117 of the total reported shares of LSXMA are owned by the following pension plans of Berkshire’s subsidiaries: Berkshire Hathaway Consolidated Pension Plan (2,359,919), BNSF Master Retirement Trust (936,000), and Precision Castparts (1,012,198); (c) as of May 1, 2024, 55,224,575 of the total reported shares of LSXMK are owned by the following subsidiaries of Berkshire Hathaway: Government Employees Insurance Company (48,824,939), National Fire (650,480), and National Indemnity (5,749,156); and (d) as of May 1, 2024, 14,778,322 of the total reported shares of LSXMK are owned by the following pension plans of Berkshire’s subsidiaries: Berkshire Hathaway Consolidated Pension Plan (10,244,748), BNSF Master Retirement Trust (3,014,156), Precision Castparts (1,319,418), and Scott Fetzer Collective Investment Trust (200,000).

(3)

Based on a Form 13F, filed May 10, 2024, by Vanguard Group Inc. (Vanguard) which states that Vanguard has sole voting power, shared voting power, sole investment discretion and shared investment discretion over the shares as provided in the following table.

Title of Series	Sole Voting Power		Shared Voting Power		Sole Investment Discretion		Shared Investment Discretion
LSXMA		—		64,747		12,056,278		206,658
LSXMK		—		157,871		14,971,323		434,548
LLYVA		—		4,263		2,021,546		18,901
LLYVK		5		19,875		4,604,957		79,434
FWONA		—		9,072		2,278,959		30,821
FWONK		123		126,982		18,403,205		451,034

(4)

Based on a Form 13F, filed May 14, 2024, by State of Wisconsin Investment Board (SOW) which states that SOW has sole voting power and investment discretion over 120,052 shares of LSXMK, 93,566 shares of LLYVA, 1,504,031 shares of FWONA and 105,396 shares of FWONK.

(5)

Based on (a) a Schedule 13G, filed jointly on February 13, 2024, by Corvex Management LP (Corvex) and Keith Meister, with respect to LLYVA and (b) a Form 13F, filed on May 15, 2024, by Corvex with respect to LSXMA, LSXMK and LLYVK, which state that Corvex has sole voting power and sole dispositive power/investment discretion over 369,460 shares of LSXMA, 192,258 shares of LSXMK, 1,558,332 shares of LLYVA and 925,378 shares of LLYVK.

(6)

Based on a Form 13F, filed on May 15, 2024, by Point72 Asset Management, L.P. (Point72 Asset Management) which states that Point72 Asset Management has shared voting power and shared investment discretion over 1,344,499 shares of LLYVA and 962,687 shares of LLYVK.

(7)

Based on (a) a Schedule 13G, filed jointly on April 17, 2024, by Linonia Partners Fund LP (Linonia Fund), The Linonia Partnership LP (Linonia LP), The Linonia Partnership GP LLC (Linonia GP) and Philip Uhde with respect to LLYVA and (b) a Schedule 13G, filed jointly on May 1, 2024, by Linonia Fund, Linonia LP, Linonia GP and Mr. Uhde, with respect to LLYVK, which state that each of Linonia Fund, Linonia LP, Linonia GP and Mr. Uhde has shared voting and dispositive power over 1,298,787 shares of LLYVA and 3,389,690 shares of LLVYK. Such shares are held by Linonia Fund, a private investment fund for which Linonia LP serves as the investment manager. Linonia GP serves as the general partner of the Linonia LP and Mr. Uhde serves as the Principal of Linonia LP and Managing Member of Linonia GP. Also based on a Form 13F, filed on May 15, 2024, by Linonia LP with respect to FWONA and FWONK, which states that Linonia LP has sole voting power and investment discretion over 741,742 shares of FWONA and 1,364,051 shares of FWONK.

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Security Ownership of Management of Liberty Media

The following table sets forth information with respect to the ownership by each of Liberty Media’s directors and named executive officers and by all of Liberty Media’s directors and executive officers as a group of shares of (1) LSXMA, LSXMB, LSXMK, LLYVA, LLYVB, LLYVK, FWONA, FWONB and FWONK and (2) Sirius XM Common Stock, in which Liberty Media holds a controlling interest. The security ownership information with respect to Liberty Media common stock is given as of April 30, 2024 and, in the case of percentage ownership information, is based upon (1) 98,140,175 LSXMA shares, (2) 9,755,336 LSXMB shares, (3) 218,794,768 LSXMK shares, (4) 25,558,490 LLYVA shares, (5) 2,546,146 LLYVB shares, (6) 63,617,041 LLYVK shares, (7) 23,985,441 FWONA shares, (8) 2,434,102 FWONB shares and (9) 208,613,527 FWONK shares, in each case, outstanding on that date. The security ownership information with respect to Sirius XM Common Stock is given as of April 30, 2024 and, in the case of percentage ownership information, is based on 3,846,646,630 shares of Sirius XM Common Stock outstanding on that date. The percentage voting power with respect to Liberty Media is presented in the table below on an aggregate basis for all LSXMA, LSXMB, LLYVA, LLYVB, FWONA and FWONB shares. LSXMK, LLYVK and FWONK shares are, however, non-voting (except as otherwise required by the laws of the State of Delaware) and, therefore, in the case of percentage of voting power, are not included.

Shares of restricted stock outstanding pursuant to the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended, the Liberty Media Corporation 2022 Omnibus Incentive Plan and various other stock incentive plans administered by the compensation committee of the Liberty Media board of directors are included in the outstanding share numbers provided above. Shares of Liberty Media common stock issuable upon exercise or conversion of options, warrants and convertible securities that were exercisable or convertible on or within 60 days after April 30, 2024 are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the voting percentage and percentage ownership of that person and for the aggregate voting percentage and percentage owned by Liberty Media’s directors and executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person.

For purposes of the following presentation, beneficial ownership of shares of LSXMB, LLYVB or FWONB, though convertible on a one-for-one basis into shares of LSXMA, LLYVA or FWONA, respectively, are reported as beneficial ownership of LSXMB, LLYVB or FWONB only, and not as beneficial ownership of LSXMA, LLYVA or FWONA, respectively. So far as is known to Liberty Media, the persons indicated below have sole voting and dispositive power with respect to the shares indicated as owned by them, except as otherwise stated in the notes to the table.

Name	Title of Series	Amount and Nature of Beneficial Ownership (in thousands)		Percent of Series (%)		Voting Power (%)
John C. Malone Chairman of the Board and Director	LSXMA		965(1)(2)		*		48.9
	LSXMB		9,455(1)(3)(4)(5)		96.9
	LSXMK		16,066(1)(2)(3)(4)(5)		7.3
	LLYVA		251(1)(2)		*
	LLYVB		2,465(1)(3)(4)(5)		96.8
	LLYVK		4,314(1)(2)(3)(4)(5)		6.8
	FWONA		241(1)(2)		1.0
	FWONB		2,364(1)(3)(4)(5)		97.1
	FWONK		2,865(1)(5)		1.4
	SIRI		267		*		*

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Name	Title of Series	Amount and Nature of Beneficial Ownership (in thousands)		Percent of Series (%)		Voting Power (%)
Albert E. Rosenthaler Former Chief Corporate Development Officer(16)	LSXMA		67		*		*
	LSXMB		—		—
	LSXMK		250(16)		*
	LLYVA		17		*
	LLYVB		—		—
	LLYVK		67(16)		*
	FWONA		17		*
	FWONB		—		—
	FWONK		115(16)		*
	SIRI		—		—		—
Brian J. Wendling Principal Financial Officer and Chief Accounting Officer	LSXMA		3		*		*
	LSXMB		—		—
	LSXMK		86(9)		*
	LLYVA		1		*
	LLYVB		—		—
	LLYVK		23(9)		*
	FWONA		7		*
	FWONB		—		—
	FWONK		18(9)		*
	SIRI		—		—		—
Renee L. Wilm Chief Legal Officer and Chief Administrative Officer	LSXMA		—		—		—
	LSXMB		—		—
	LSXMK		126(9)		*
	LLYVA		—		—
	LLYVB		—		—
	LLYVK		38(9)		*
	FWONA		—		—
	FWONB		—		—
	FWONK		106(9)		*
	SIRI		—		—		—
All current directors and executive officers as a group (11 persons)	LSXMA		3,587(1)(2)(6)(7)(8)(11)(12)(14)		3.7		50.4
	LSXMB		9,492(1)(3)(4)(5)(15)(17)		97.3
	LSXMK		26,782(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)(12)(14)(15)(17)		12.0
	LLYVA		932(1)(2)(6)(8)(11)(12)		3.6
	LLYVB		2,475(1)(3)(4)(5)(15)(17)		97.2
	LLYVK		7,128(1)(2)(3)(4)(5)(6)(8)(9)(11)(12)(13)(15)(17)		11.0
	FWONA		837(1)(2)(7)(11)(12)(14)		3.5
	FWONB		2,373(1)(3)(4)(5)(15)(17)		97.5
	FWONK		5,912(1)(5)(7)(9)(11)(12)(13)(14)		2.8
	SIRI		1,635(10)		*		*

Less than 1%.

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Less than 1,000 shares.

(1)

Includes 101,778 LSXMA shares, 286,086 LSXMB shares, 860,750 LSXMK shares, 26,533 LLYVA shares, 73,988 LLYVB shares, 281,597 LLYVK shares, 25,444 FWONA shares, 57,641 FWONB shares and 166,171 FWONK shares held in a revocable trust with respect to which Mr. Malone and Mr. Malone’s wife, Mrs. Leslie Malone, are trustees. Mrs. Malone has the right to revoke such trust at any time. Mr. Malone has disclaimed beneficial ownership of the shares held by such trust.

(2)

Includes 250,000 LSXMA shares, 23,475 LSXMK shares, 65,175 LLYVA shares 5,868 LLYVK shares and 62,500 FWONA shares held by The Malone Family Land Preservation Foundation, as to which shares Mr. Malone has disclaimed beneficial ownership.

(3)

Includes 40,914 LSXMB shares, 3,842 LSXMK shares, 10,665 LLYVB shares, 960 LLYVK shares and 10,228 FWONB shares held by a trust which is managed by an independent trustee, of which the beneficiary is one of Mr. Malone’s adult children, and in which Mr. Malone has no pecuniary interest. Mr. Malone retains the right to substitute assets held by the trust and has disclaimed beneficial ownership of the shares held by the trust.

(4)

Includes 67,773 LSXMB shares, 6,364 LSXMK shares, 17,668 LLYVB shares, 1,591 LLYVK shares and 16,943 FWONB shares held by a trust which is managed by an independent trustee and Mr. Evan Malone, one of Mr. Malone’s adult children, of which the beneficiary is Mr. Evan Malone and in which Mr. Malone has no pecuniary interest. Mr. Malone retains the right to substitute assets held by the trust and has disclaimed beneficial ownership of the shares held by the trust.

(5)

Includes 379,553 LSXMB shares, 1,689,230 LSXMK shares, 100,137 LLYVB shares, 306,655 LLYVK, 122,649 FWONB shares and 68,798 FWONK shares held by three trusts with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the trusts.

(6)

Includes 305,768 LSXMA shares, 658,281 LSXMK shares, 76,442 LLYVA shares and 164,569 LLYVK shares held by The Maffei Foundation. Mr. Maffei and his wife, as the two directors of The Maffei Foundation, have shared voting and investment power with respect to any shares held by The Maffei Foundation. Mr. Maffei disclaims beneficial ownership of these shares held by the Maffei Foundation.

(7)

Includes 555,020 LSXMA shares, 1,489,367 LSXMK shares, 170,247 FWONA shares and 671,937 FWONK shares that are pledged to a financial institution.

(8)

Includes 442,769 LSXMA shares, 179,130 LSXMK shares, 110,692 LLYVA shares and 97,007 LLYVK shares held by a grantor retained annuity trust. Mr. Maffei is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.

(9)

Includes beneficial ownership of LSXMK, LLYVK and FWONK shares that may be acquired upon exercise of, or which relate to, stock options exercisable within 60 days after April 30, 2024.

	LSXMK		LLYVK		FWONK
Gregory B. Maffei		3,371,171		901,810		1,383,769
Derek Chang		6,650		1,818		3,722
Brian M. Deevy		19,909		5,486		12,026
M. Ian G. Gilchrist		33,615		9,117		15,022
Evan D. Malone		28,964		7,990		17,614
Larry E. Romrell		33,615		9,261		20,176
Andrea L. Wong		26,792		7,074		10,922
Brian J. Wendling		35,344		9,451		14,509
Renee L. Wilm		108,583		30,965		89,126
Total		3,728,489		1,001,168		1,619,308

(10)

Includes beneficial ownership of shares of Sirius XM Common Stock that may be acquired upon exercise of, or which relate to, stock options exercisable or RSUs scheduled to vest within 60 days after April 30, 2024.

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	Sirius XM Common Stock Options		Sirius XM Common Stock RSUs
Gregory B. Maffei		216,900		49,646
Evan D. Malone		216,900		49,646
Total		433,800		99,292

(11)

Includes 441 LSXMA shares, 882 LSXMK shares, 114 LLYVA shares, 229 LLYVK shares,110 FWONA shares and 220 FWONK shares held in a revocable trust with respect to which Mr. Bennett and Mr. Bennett’s wife, Mrs. Deborah Bennett, are trustees. Mrs. Bennett has the right to revoke such trust at any time.

(12)

Includes 21,585 LSXMA shares, 43,170 LSXMK shares, 5,626 LLYVA shares, 10,792 LLYVK and 5,396 FWONA shares owned by Hilltop Investments, LLC, and 735,491 LSXMA shares, 1,526,885 LSXMK shares, 191,742 LLYVA shares, 397,834 LLYVK shares, 183,872 FWONA shares and 386,013 FWONK shares held by Hilltop Investments III, LLC, both of which are jointly owned by Mr. Bennett and his wife, Mrs. Bennett.

(13)

Includes 16,333 LLYVK shares and 381,616 FWONK shares that have been pledged to an unaffiliated third party buyer in connection with a variable prepaid forward contract.

(14)

Includes 247 LSXMA shares, 564 LSXMK shares, 61 FWONA shares and 123 FWONK shares held by the WJD Foundation, over which Mr. Deevy has sole voting power.

(15)

Includes 67,773 LSXMB shares, 6,364 LSXMK shares, 17,668 LLYVB shares, 1,591 LLYVK shares and 16,943 FWONB shares held by a trust which is managed by an independent trustee and Mr. Evan Malone, of which the beneficiary is Mr. Evan Malone. Such trust is the same trust and such shares are the same shares described in footnote (4) above and also included in the number of shares beneficially owned by Mr. Malone.

(16)

Mr. Rosenthaler retired from his position as Liberty Media’s Chief Corporate Development Officer on December 31, 2023 and currently serves Liberty Media as a Senior Advisor. Mr. Rosenthaler’s beneficial ownership includes beneficial ownership of 63,846 LSXMK shares, 18,196 LLYVK shares and 52,422 FWONK shares that may be acquired upon exercise of, or which relate to, stock options exercisable within 60 days after April 30, 2024.

(17)

The 67,773 LSXMB shares, 6,364 LSXMK shares, 17,668 LLYVB shares, 1,591 LLYVK shares and 16,943 FWONB shares held by the trust described in footnotes (4) and (15) above and included in the number of shares beneficially owned by both Messrs. Malone and Evan Malone are only included once in these totals.

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Security Ownership of Certain Beneficial Owners of Sirius XM Holdings

The following table sets forth information concerning shares of Sirius XM Common Stock beneficially owned by each person or entity known by Sirius XM Holdings to own more than five percent of the outstanding shares of Sirius XM Common Stock. All of such information is based on publicly available filings, unless otherwise known to Sirius XM Holdings from other sources.

Unless otherwise indicated, the security ownership information is given as of April 30, 2024 and, in the case of percentage ownership information, is based upon 3,846,646,630 shares of Sirius XM Common Stock outstanding on that date.

So far as is known to us, the persons indicated below have sole voting and dispositive power with respect to the shares indicated as owned by them, except as otherwise stated in the notes to the table.

Amount and Nature of
Beneficial Ownership

Name and Address of Beneficial Owner

Number

Percent
(%)

Liberty Media Corporation(1)
12300 Liberty Boulevard
Englewood, CO 80112

3,205,832,796

83.3

(1)

The ownership percentage is based upon the information contained in a Schedule 13D/A filed on December 13, 2023 by Liberty Media and the actual number of shares outstanding, 3,846,646,630 as of April 30, 2024. Liberty Media has sole investment and voting power with respect to these shares.

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Security Ownership of Management of Sirius XM Holdings

The following table sets forth information with respect to the ownership by each of Sirius XM Holdings’ directors and named executive officers and by all of Sirius XM Holdings’ directors and executive officers as a group of shares of Sirius XM Common Stock. The security ownership information with respect to Sirius XM Common Stock is given as of April 30, 2024 and, in the case of percentage ownership information, is based upon 3,846,646,630 shares of Sirius XM Common Stock outstanding on that date.

Shares of restricted stock outstanding pursuant to the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan and various other stock incentive plans administered by the compensation committee of the board of directors of Sirius XM Holdings are included in the outstanding share numbers provided in the table below. Shares of Sirius XM Common Stock issuable upon exercise or conversion of options, warrants and convertible securities that were exercisable or convertible on or within 60 days after April 30, 2024 are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the voting percentage and percentage ownership of that person and for the aggregate voting percentage and percentage owned by Sirius XM Holdings’ directors and executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person.

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership
(in thousands)(1)

Percent
of Class
(%)

David A. Blau(2)

107

Eddy W. Hartenstein

481

Robin P. Hickenlooper(2)

James P. Holden

499

Gregory B. Maffei(2)

911

Evan D. Malone(2)

457

James E. Meyer

1,092

Jonelle Procope

133

Michael Rapino

230

Kristina M. Salen

151

Carl E. Vogel

495

David M. Zaslav

218

Jennifer C. Witz

12,094

Scott A. Greenstein

4,999

Patrick L. Donnelly

2,832

Joseph Inzerillo

1,453

Sean S. Sullivan(3)

1,100

Thomas D. Barry(4)

1,306

All Current Directors and Executive Officers as a Group (17 persons)

27,552

Less than 1%.

(1)

Includes beneficial ownership of shares that may be acquired (a) upon exercise of, or which relate to, stock options exercisable and (b) upon vesting of restricted stock units, in each case, within 60 days of April 30, 2024. These amounts also include any dividend equivalent units accrued on their restricted stock units that they beneficially own or could beneficially own within 60 days after April 30, 2024.

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	Sirius XM Common Stock
David A. Blau		49,646
Eddy W. Hartenstein		328,180
Robin P. Hickenlooper		49,646
James P. Holden		328,180
Gregory B. Maffei		266,546
Evan D. Malone		266,546
James E. Meyer		49,646
Jonelle Procope		49,646
Michael Rapino		86,121
Kristina M. Salen		70,546
Carl E. Vogel		328,180
David M. Zaslav		130,821
Jennifer C. Witz		9,908,390
Scott A. Greenstein		2,865,739
Patrick L. Donnelly		2,311,892
Joseph Inzerillo		950,574
Sean S. Sullivan		—
Thomas D. Barry		994,573

Also includes the following numbers of shares of common stock acquired under and held in the Sirius XM Radio Inc. 401(k) Savings Plan as of April 30, 2024: Ms. Witz — 11,196 shares; Mr. Greenstein — 82,337 shares; Mr. Barry — 15,467 shares; Mr. Donnelly — 51,115 shares and Mr. Inzerillo — 0 shares.

(2)

Ms. Hickenlooper and Mr. Maffei are employees of Liberty Media and Mr. Blau was an employee of Liberty Media until June 28, 2024. Liberty Media beneficially owned 3,205,832,796 shares (or approximately 83%) of Sirius XM Common Stock as of April 30, 2024. Ms. Hickenlooper and Messrs. Blau and Maffei disclaim beneficial ownership of the shares owned by Liberty Media and its affiliates. Mr. Malone is a member of the board of directors of Liberty Media and also disclaims beneficial ownership of the shares owned by Liberty Media and its affiliates. Mr. Blau no longer serves as a Senior Advisor of Liberty Media, a position he held until June 28, 2024.

(3)

Sean S. Sullivan, Sirius XM Holdings’ Executive Vice President and Chief Financial Officer, resigned from his role, effective April 28, 2023. The number of shares is based on information disclosed in a Form 4 filed by Mr. Sullivan on February 27, 2023.

(4)

Thomas D. Barry was appointed as Executive Vice President and Chief Financial Officer, effective as of April 28, 2023.

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Pro Forma Security Ownership of Certain Beneficial Owners of New Sirius

The following table sets forth information concerning the estimated beneficial ownership of each person or entity who is expected to beneficially own more than five percent of the outstanding shares of New Sirius Common Stock immediately following the consummation of the Transactions, assuming an Exchange Ratio of 0.83 and that the Transactions occurred on April 30, 2024. All of such information is based on publicly available filings, unless otherwise known to Liberty Media, New Sirius or Sirius XM Holdings from other sources.

Unless otherwise indicated, the pro forma security ownership information for New Sirius Common Stock has been estimated based upon estimated pro forma outstanding stock information for New Sirius Common Stock as of April 30, 2024 (which is based on outstanding stock information for Liberty SiriusXM Common Stock as of such date and outstanding stock information for Sirius XM Common Stock as of such date), and, in the case of percentage ownership information, has been estimated based upon 335,412,508 shares of New Sirius Common Stock estimated to be outstanding upon the consummation of the Transactions, which excludes the impact of existing Liberty Media equity awards and existing Sirius XM Holdings equity awards, and the potential dilutive effect of Liberty Media’s 3.75% Convertible Senior Notes due 2028, which equals the estimated shares to have been distributed in the Split-Off and issued in the Merger assuming an Exchange Ratio of 0.83 and that the Transactions occurred on April 30, 2024.

The Exchange Ratio is a calculation that is subject to a number of factors that will not be known until just before the completion of the Split-Off. For additional information, see “Risk Factors — Factors Relating to the Transactions — The Exchange Ratio is a calculation that is subject to a number of factors that will not be known until just before the closing.”

So far as is known to us, the persons indicated below are expected to have sole voting and dispositive power with respect to the shares indicated as owned by them, except as otherwise stated in the notes to the table.

	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner	Number		Percent (%)
John C. Malone c/o Liberty Media Corporation 12300 Liberty Boulevard Englewood, CO 80112		22,010,109(1)		6.6
Berkshire Hathaway 3555 Farnam Street Omaha, NE 68131		90,971,837(2)		27.1
Vanguard 100 Vanguard Blvd. Malvern, PA 19355		25,712,717(3)		7.7

(1)

Expected to include (a) 1,036,349 shares held in a revocable trust with respect to which Mr. Malone and Mr. Malone’s wife, Mrs. Leslie Malone, are trustees; Mrs. Malone has the right to revoke such trust at any time, and Mr. Malone has disclaimed beneficial ownership of the shares held by such trust; (b) 226,984 shares held by The Malone Family Land Preservation Foundation, as to which shares Mr. Malone has disclaimed beneficial ownership; (c) 37,147 shares held by a trust which is managed by an independent trustee, of which the beneficiary is one of Mr. Malone’s adult children, and in which Mr. Malone has no pecuniary interest; Mr. Malone retains the right to substitute assets held by the trust and has disclaimed beneficial ownership of the shares held by the trust; Mr. Malone retains the right to substitute assets held by the trusts and has disclaimed beneficial ownership of the shares held by the trusts; (d) 61,533 shares held by a trust which is managed by an independent trustee and Mr. Evan Malone, one of Mr. Malone’s adult children, of which the beneficiary is Mr. Evan Malone, and in which Mr. Malone has no pecuniary interest; Mr. Malone retains the right to substitute assets held by the trust and has disclaimed beneficial ownership of the shares held by the trust; and (e) 1,717,089 shares

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held by three trusts with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the trusts.

(2)

Liberty Media and Sirius XM Holdings expect, based on (a) Amendment No. 4 to Schedule 13G, filed April 8, 2024, by Mr. Buffett, Berkshire Hathaway, National Indemnity, National Fire, GEICO, Government Employees Insurance Company, Berkshire Hathaway Consolidated Pension Plan, BNSF Master Retirement Trust, Precision Castparts and Mr. Weschler with respect to LSXMA, (b) Amendment No. 4 to Schedule 13G, filed April 8, 2024, by Mr. Buffett, Berkshire Hathaway, National Indemnity, National Fire, GEICO, Government Employees Insurance Company, Berkshire Hathaway Consolidated Pension Plan Master Trust, BNSF Master Retirement Trust, Scott Fetzer Collective Investment Trust, Precision Castparts and Mr. Weschler with respect to LSXMK and (c) a Form 13F, filed May 15, 2024, by Berkshire Hathaway with respect to itself and certain related institutional investment managers, including Insurance Co of Nebraska, Mr. Buffett, GEICO and National Indemnity with respect to Sirius XM Common Stock, which report sole voting power, shared voting power, sole dispositive power/investment discretion and shared dispositive power/investment discretion for shares of LSXMA, LSXMK and Sirius XM Common Stock, that the sole voting power, shared voting power, sole dispositive power/investment discretion and shared dispositive power/investment discretion of Berkshire Hathaway for shares of New Sirius Common Stock will be as follows:

	Sole Voting Power		Shared Voting Power		Sole Dispositive Power/Investment Discretion		Shared Dispositive Power/Investment Discretion
Berkshire Hathaway and Mr. Buffett		3,668,191		81,540,786		—		85,208,977
National Indemnity		3,668,191		64,384,429		—		68,052,620
National Fire		—		1,314,612		—		1,314,612
GEICO		3,668,191		58,096,160		—		61,764,351
Government Employees Insurance Company		—		58,096,160		—		58,096,160
Berkshire Hathaway Consolidated Pension Plan		—		1,958,732		—		1,958,732
Berkshire Hathaway Consolidated Pension Plan Master Trust		—		8,503,140		—		8,503,140
BNSF Master Retirement Trust		—		3,278,629		—		3,278,629
Scott Fetzer Collective Investment Trust		—		166,000		—		166,000
Precision Castparts		—		1,935,241		—		1,935,241
Mr. Weschler		781,562		—		781,562		22,546

Liberty Media also expects, based on seven separate filings on Form 4, filed by Berkshire Hathaway and Mr. Buffett, reporting purchases of shares of LSXMA and LSXMK between April 4, 2024 and April 29, 2024, that (a) 71,461,901 of the total reported shares of New Sirius Common Stock will be owned by the following subsidiaries of Berkshire Hathaway: Government Employees Insurance Company (63,859,019), National Fire (1,314,612), and National Indemnity (6,288,269); and (b) 15,841,744 of the total reported shares of New Sirius Common Stock will be owned by the following pension plans of Berkshire’s subsidiaries: Berkshire Hathaway Consolidated Pension Plan (10,461,873), BNSF Master Retirement Trust (3,278,629), Precision Castparts (1,935,241) and Scott Fetzer Collective Investment Trust (166,000).

(3)

Liberty Media expects, based on a Form 13F, filed May 10, 2024, by Vanguard, which Form 13F reports sole voting power, shared voting power, sole investment discretion and shared investment discretion for shares of LSXMA and LSXMK, that the sole voting power, shared voting power, sole investment discretion and shared investment discretion of Vanguard for shares of New Sirius Common Stock will be as follows:

			Sole Voting Power						Shared Voting Power						Sole Investment Discretion						Shared Investment Discretion
Vanguard					—						202,534						25,118,858						593,858

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Pro Forma Security Ownership of Management of New Sirius

The following table sets forth information concerning the estimated beneficial ownership by each person who is expected to serve as a director or named executive officer of New Sirius and all persons expected to serve as a director or executive officer as a group of shares of New Sirius Common Stock immediately following the consummation of the Transactions, assuming an Exchange Ratio of 0.83 and that the Transactions occurred on April 30, 2024. The pro forma security ownership information for New Sirius Common Stock has been estimated based upon pro forma outstanding stock information for New Sirius Common Stock as of April 30, 2024 (which is based on outstanding stock information for Liberty SiriusXM Common Stock as of such date and outstanding stock information for Sirius XM Common Stock as of such date), and, in the case of percentage ownership information, has been estimated based upon 335,412,508 shares of New Sirius Common Stock, which excludes the impact of existing Liberty Media equity awards and existing Sirius XM Holdings equity awards, and the potential dilutive effect of Liberty Media’s 3.75% Convertible Senior Notes due 2028, which equals the estimated shares to have been distributed in the Split-Off and issued in the Merger assuming an Exchange Ratio of 0.83 and that the Transactions occurred on April 30, 2024. The Exchange Ratio is a calculation that is subject to a number of factors that will not be known until just before the completion of the Split-Off. For additional information, see “Risk Factors — Factors Relating to the Transactions — The Exchange Ratio is a calculation that is subject to a number of factors that will not be known until just before the closing.”

The pro forma security ownership information for New Sirius Common Stock reflects the expected treatment of equity incentive awards in the Split-Off and in the Merger, respectively, as summarized below:

•

in connection with the Split-Off, each Liberty SiriusXM option award outstanding and unexercised immediately prior to the Split-Off Effective Time will accelerate and become fully vested immediately prior to, and contingent upon, the Split-Off Effective Time. Each Liberty SiriusXM option award will be converted into a New Sirius option award, with appropriate adjustments based on the Exchange Ratio being made to determine the number of shares and applicable exercise price subject to each New Sirius option award after giving effect to the Split-Off. Each restricted stock unit with respect to shares of Liberty SiriusXM Common Stock and each restricted share of Liberty SiriusXM Common Stock outstanding as of ten business days prior to the Redemption Date (or such other date on or around that time as may be determined by the board of directors of Liberty Media (or authorized committee thereof)) will accelerate and become fully vested on such date and, net of taxes, will be treated as outstanding shares of Liberty SiriusXM Common Stock and will be exchanged into shares of New Sirius Common Stock in the Redemption. For additional information, see “The Split-Off Proposal — Effect of the Split-Off on Outstanding Liberty SiriusXM Incentive Awards.”

•

in connection with the Merger, each SiriusXM option (whether or not vested) that is outstanding and unexercised immediately prior to the Merger Effective Time will be converted into a stock option relating to New Sirius Common Stock, with appropriate adjustments based on the SiriusXM Exchange Ratio being made to determine the number of shares and applicable exercise price subject to each converted option, and such converted option will have the same terms (including vesting requirements) as those of the corresponding SiriusXM option immediately prior to the Merger Effective Time. Each SiriusXM RSU that is outstanding immediately prior to the Merger Effective Time will be converted into a restricted stock unit relating to New Sirius Common Stock, with appropriate adjustments based on the SiriusXM Exchange Ratio being made to determine the number of shares subject to each converted restricted stock unit, and with such converted restricted stock unit having the same terms (including the vesting requirements) as those of the corresponding SiriusXM RSU immediately prior to the Merger Effective Time. For additional information, see “The Merger — Treatment of Outstanding Equity Awards.”

Shares of restricted stock relating to New Sirius Common Stock are included in the outstanding share numbers provided in the table below. Shares of New Sirius Common Stock, as applicable, issuable upon exercise or conversion of options, warrants or convertible securities or the vesting of restricted stock units that were exercisable, convertible or would vest on or within 60 days after April 30, 2024 are included in the table below as beneficially owned by the person holding the options, warrants, convertible securities or restricted stock units for the purpose of computing the voting percentage and percentage ownership of that person and for the aggregate percentage expected to be owned by each person who is expected to serve as

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a director or executive officer of New Sirius as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person.

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership
(in thousands)(1)

Percent (%)

Gregory B. Maffei

8,832(2)

2.6

Jennifer C. Witz

1,209

Scott A. Greenstein

500

Thomas D. Barry

131

Patrick L. Donnelly

283

Joseph Inzerillo

145

Eddy W. Hartenstein

Evan D. Malone

169

James E. Meyer

109

Jonelle Procope

Michael Rapino

Kristina Salen

David M. Zaslav

All Expected Directors and Executive Officers as a Group (13 persons)

11,500(2)

3.4

Less than 1%.

(1)

Expected to include beneficial ownership of shares that may be acquired (a) upon exercise of, or which relate to, stock options exercisable and (b) upon vesting of restricted stock units, in each case, within 60 days of April 30, 2024, which reflect Liberty Media and Sirius XM Holdings’ expectations regarding these securities. These amounts also include any dividend equivalent units accrued on their restricted stock units that they beneficially own or could beneficially own within 60 days after April 30, 2024.

	New Sirius Common Stock
Gregory B. Maffei		2,824,725
Jennifer C. Witz		990,839
Scott A. Greenstein		286,573
Thomas D. Barry.		99,457
Patrick L. Donnelly		231,189
Joseph Inzerillo		95,057
Eddy W. Hartenstein		32,818
Evan D. Malone		50,694
James E. Meyer		4,964
Jonelle Procope		4,964
Michael Rapino		8,612
Kristina Salen.		7,054
David M. Zaslav		13,082

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In connection with the Transactions, New Sirius expects that its board of directors will adopt a formal written policy for the review, approval or ratification of any transactions or arrangements involving related parties. Following the Transactions, all of New Sirius’ directors, executive officers and employees will be subject to the policy and will be asked to promptly report any such related party transaction. New Sirius expects that the formal written policy will provide that, if a director or executive officer has an actual or potential conflict of interest (which includes being a party to a proposed “related-person transaction” (as defined by Item 404 of Regulation S-K)), the director or executive officer should promptly inform the person designated by its board to address such actual or potential conflicts. New Sirius expects that the formal written policy will also provide that no related party transaction may be effected by New Sirius without the approval of the audit committee of its board or another independent body of its board designated to address such actual or potential conflicts. New Sirius also expects that directors will be asked to recuse themselves from any discussion or decision by the board or a board committee that involves or affects their personal, business or professional interests.

Relationships Between Sirius XM Holdings and Liberty Media

Immediately prior to the Split-Off, Liberty Media is expected to own an approximate 83% equity interest in Sirius XM Holdings. As a result of such ownership interest, presented below is a summary of the terms of certain existing relationships between Sirius XM Holdings and its subsidiaries, on the one hand, and Liberty Media and its subsidiaries, on the other hand.

Investment Agreement. In February and March 2009, Sirius XM Radio entered into several transactions with a predecessor to Liberty Media to borrow up to $530 million from Liberty Media and its affiliates. All of these loans were repaid in cash in 2009. As part of those transactions, on February 17, 2009, Sirius XM Radio and Liberty Radio, an indirect wholly owned subsidiary of Liberty Media, entered into an investment agreement pursuant to which, and following satisfaction of certain conditions, Sirius XM Radio sold to Liberty Radio 12,500,000 shares of convertible preferred stock, par value $0.001 per share, of Sirius XM Radio. The preferred stock was convertible into approximately 40% of common stock of Sirius XM Radio then outstanding (after giving effect to such conversion). In September 2012, Liberty Radio converted 6,249,900 shares of its preferred stock into 1,293,467,684 shares of common stock of Sirius XM Radio. In January 2013, the FCC granted Liberty Media approval to acquire control of Sirius XM Radio, and Liberty Radio converted its remaining preferred stock into an additional 1,293,509,076 shares of common stock of Sirius XM Radio. As a result of these conversions of preferred stock and additional purchases of common stock of Sirius XM Radio, Liberty Media then beneficially owned, directly and indirectly, over 50% of common stock of Sirius XM Radio.

Sirius/Liberty Tax Sharing Agreement. On February 1, 2021, Sirius XM Holdings and Liberty Media entered into the Sirius/Liberty Tax Sharing Agreement. The Sirius/Liberty Tax Sharing Agreement will be terminated at the Split-Off Effective Time.

Section 253 Agreement. On November 1, 2021, Sirius XM Holdings and Liberty Media entered into an agreement pursuant to which Liberty Media agreed not to effect any merger of Sirius XM Holdings pursuant to Section 253 of the DGCL without obtaining the prior approval of a special committee of the board of directors of Sirius XM Holdings. Pursuant to the terms of the Merger Agreement, this agreement terminates effective as of the Merger Effective Time.

Governance. Four individuals who are affiliated with Liberty Media, either as executives or members of the board of directors of Liberty Media, are members of the board of directors of Sirius XM Holdings. Mr. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of the board of directors of Sirius XM Holdings.

Coffeyville Interests. In January 2023, Liberty Coffeyville Investor LLC, a Delaware limited liability company and a wholly owned subsidiary of Liberty Media (Liberty Coffeyville), and Regency Valley Investments Inc., a Delaware corporation and a wholly owned subsidiary of Sirius XM Holdings (Regency Valley) became members of CVR-CapturePoint LLC, a Delaware limited liability company (Coffeyville). Effective January 1, 2024, Liberty Coffeyville sold its membership interests in Coffeyville to Regency

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Valley for a purchase price of approximately $8.3 million. Regency also assumed Liberty Coffeyville’s remaining installment and contingent purchase price obligations with respect to the acquired membership interest, other than any obligations attributable to 2023.

Relationships Between New Sirius and Liberty Media Following the Transactions

At the Merger Effective Time, Liberty Media has designated the following five individuals as the Liberty Media Designees: Mr. Maffei, Mr. Evan Malone, Mr. Meyer, Mr. Zaslav and Mr. Rapino. For more information, see “Management of New Sirius Following the Merger.” Following the Transactions, Liberty Media and New Sirius will operate independently, and neither will have any ownership interest in the other. In connection with the Split-Off, New Sirius and Liberty Media will enter into the Tax Sharing Agreement which will, among other things, govern Liberty Media’s and New Sirius’ respective rights, responsibilities and obligations with respect to certain taxes and tax benefits, the filing of tax returns, the control of tax audits and other tax matters. The terms of the Tax Sharing Agreement are further summarized in the section “Transaction Agreements — Tax Sharing Agreement” above. In addition, Liberty Media anticipates entering into, from time to time, agreements and arrangements with New Sirius and certain of its related entities, in connection with, and in the ordinary course of, its business.

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DESCRIPTION OF NEW SIRIUS CAPITAL STOCK AND COMPARISON OF STOCKHOLDER RIGHTS

Comparison of Stockholder Rights

Liberty Media, Sirius XM Holdings and New Sirius are each incorporated under the laws of the State of Delaware, and, accordingly, are subject to the provisions of the DGCL. Holders of Liberty SiriusXM Common Stock, whose rights are currently governed by Liberty Media’s existing certificate of incorporation, Liberty Media’s bylaws and the DGCL, and holders of Sirius XM Common Stock, whose rights are currently governed by Sirius XM Holdings’ existing certificate of incorporation, Sirius XM Holdings’ bylaws and the DGCL, will receive shares of New Sirius Common Stock in the Redemption and the Merger, respectively, and become stockholders of New Sirius, and their rights with respect to New Sirius Common Stock will be governed by New Sirius’ amended and restated charter, New Sirius’ amended and restated bylaws and the DGCL.

The following is a description of (a) the terms of Liberty Media’s existing Liberty SiriusXM Common Stock under Liberty Media’s certificate of incorporation and bylaws, (b) the terms of Sirius XM Holdings’ existing Sirius XM Common Stock under Sirius XM Holdings’ certificate of incorporation and bylaws, and (c) the terms of the New Sirius Common Stock, as they will be in effect upon filing of New Sirius’ amended and restated charter and amended and restated bylaws, and, including a comparison of such terms. For the purposes of the following discussion, unless the context otherwise indicates, New Sirius has assumed that the Split-Off Proposal is approved and that New Sirius’ amended and restated charter and amended and restated bylaws have been filed.

The following discussion is qualified in its entirety by reference to the full text of Liberty Media’s certificate of incorporation and bylaws, the full text of Sirius XM Holdings’ certificate of incorporation and bylaws and the full text of New Sirius’ amended and restated charter and amended and restated bylaws, which are included as Annex H and Annex I to this proxy statement/notice/prospectus/information statement. Liberty Media’s certificate of incorporation and bylaws have been filed by Liberty Media with the SEC. Please see “Additional Information — Where You Can Find More Information” for more information regarding Liberty Media’s filings. Sirius XM Holdings’ certificate of incorporation and bylaws have been filed by Sirius XM Holdings with the SEC. Please see “Additional Information — Where You Can Find More Information” for more information regarding Sirius XM Holdings’ filings.

Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
Authorized Capital Stock
Liberty Media is authorized to issue up to 4.075 billion shares of Liberty SiriusXM Common Stock, of which 2 billion are designated as Series A Liberty SiriusXM common stock, 75 million are designated as Series B Liberty SiriusXM common stock, and 2 billion are designated as Series C Liberty SiriusXM common stock. In addition, Liberty Media is authorized to issue up to 50 million shares of preferred stock. See Article IV, Section A.1. and Article IV(b) of Liberty Media’s certificate of incorporation.	Sirius XM Holdings is authorized to issue up to 9 billion shares of Sirius XM Common Stock. In addition, Sirius XM Holdings is authorized to issue up to 50 million shares of preferred stock. See Article FOURTH, Paragraph (1) of Sirius XM Holdings’ certificate of incorporation.	New Sirius is authorized to issue up to 900 million shares of New Sirius Common Stock. In addition, New Sirius is authorized to issue up to 5 million shares of preferred stock. See Article FOURTH, Paragraph 1 of Annex H.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
Dividends and Securities Distributions
Liberty Media is permitted to pay dividends on Liberty SiriusXM Common Stock out of the lesser of its assets legally available for the payment of dividends under Delaware law and the “SiriusXM Group Available Dividend Amount” (defined generally as the excess of the total assets less the total liabilities of the Liberty SiriusXM Group over the par value, or any greater amount determined to be capital in respect of, all outstanding shares of Liberty SiriusXM Common Stock or, if there is no such excess, an amount equal to the earnings or loss attributable to the Liberty SiriusXM Group (if positive) for the fiscal year in which such dividend is to be paid and/or the preceding fiscal year). If dividends are paid on any series of Liberty SiriusXM Common Stock, an equal per share dividend will be concurrently paid on the other series of Liberty SiriusXM Common Stock. See Article IV, Section A.2.(c)(i) of Liberty Media’s certificate of incorporation. Liberty Media is permitted to make (a) share distributions of (i) LSXMK to holders of all series of Liberty SiriusXM Common Stock, on an equal per share basis; and (ii) LSXMA to holders of LSXMA and, on an equal per share basis, shares of LSXMB to holders of LSXMB and, on an equal per share basis, shares of LSXMK to holders of LSXMK; and (b) share distributions of (i) LLYVK or FWONK to holders of all series of Liberty SiriusXM Common Stock, on an equal per share basis, subject to certain limitations; and (ii) LLYVA or FWONA to holders of LSXMA and, on an equal per share basis, shares of LLYVB or FWONB to holders of LSXMB and, on an equal per share basis, shares of LLYVK or FWONK to holders of LSXMK, in each case, subject to certain limitations; and (c) share distributions of any other class or	Section 170 of the DGCL provides that the directors of a corporation may declare and pay dividends upon the shares of its capital stock subject to certain limitations. The executive committee of Sirius XM Holdings is expressly authorized to, among other things, declare dividends. See Article II, Section 4 of Sirius XM Holdings’ bylaws.	Section 170 of the DGCL provides that the directors of a corporation may declare and pay dividends upon the shares of its capital stock subject to certain limitations.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
series of Liberty Media’s securities or the securities of any other person to holders of all series of Liberty SiriusXM Common Stock, on an equal per share basis, subject to certain limitations. See Article IV, Section A.2.(d)(i) of Liberty Media’s certificate of incorporation.
Conversion of Common Stock at Option of Holder
Each share of LSXMB is convertible, at the option of the holder, into one share of LSXMA. Shares of LSXMA and LSXMK are not convertible at the option of the holder. See Article IV, Section A.2.(b)(i)(A) of Liberty Media’s certificate of incorporation.	None.	None.
Conversion of Common Stock at Option of Issuer
Liberty Media can convert each share of LSXMA, LSXMB and LSXMK into a number of shares of the corresponding series of Liberty Live Common Stock or Liberty Formula One Common Stock at a ratio based on the relative trading prices of LSXMA (or another series of Liberty SiriusXM Common Stock subject to certain limitations) and LLYVA or FWONA (or another series of Liberty Live Common Stock or Liberty Formula One Common Stock, subject to certain limitations) over a specified 20-trading day period. See Article IV, Section A.2.(b)(vi) and (b)(vii) of Liberty Media’s certificate of incorporation. Liberty Media also can convert each share of FWONA, FWONB, FWONK LLYVA, LLYVB or LLYVK into a number of shares of the corresponding series of Liberty SiriusXM Common Stock at a ratio based on the relative trading prices of FWONA (or another series of Liberty Formula One Common Stock subject to certain limitations) or LLYVA (or another series of Liberty Live Common Stock subject to certain limitations) to LSXMA (or another series of Liberty SiriusXM Common Stock subject to	None.	None.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
certain limitations) over a specified 20-trading day period. See Article IV, Section A.2.(b)(ii) and (b)(iv) of Liberty Media’s certificate of incorporation.
Optional Redemption of Common Stock for Stock of a Subsidiary
Liberty Media may redeem outstanding shares of Liberty SiriusXM Common Stock for shares of common stock of a subsidiary that holds assets and liabilities attributed to the Liberty SiriusXM Group (and may or may not hold assets and liabilities attributed to the Liberty Live Group or the Formula One Group), provided that the board seeks and receives the approval to such redemption of holders of Liberty SiriusXM Common Stock, voting together as a separate class. If Liberty Media were to effect a redemption as described above with stock of a subsidiary that also holds assets and liabilities of the Liberty Live Group and/or the Formula One Group, shares of Liberty Live Common Stock and/or Liberty Formula One Common Stock would also be redeemed in exchange for shares of that subsidiary, and the entire redemption would be subject to the voting rights of the holders of Liberty SiriusXM Common Stock described above as well as the separate class vote of the holders of Liberty Live Common Stock and/or Liberty Formula One Common Stock, as the case may be. See Article IV, Section A.2.(e)(i) of Liberty Media’s certificate of incorporation.	None.	None.
Mandatory Dividend, Redemption and Conversion Rights on Disposition of Assets
If Liberty Media disposes, in one transaction or a series of transactions, of all or substantially all of the assets of the Liberty SiriusXM Group, it is required to choose one of the following four alternatives, unless the board obtains approval of the holders of Liberty SiriusXM Common Stock not to take such action or the disposition	None.	None.

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	Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws			Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws			New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
	qualifies under a specified exemption (in which case Liberty Media will not be required to take any of the following actions): • pay a dividend to holders of Liberty SiriusXM Common Stock out of the available net proceeds of such disposition; or • if there are legally sufficient assets and the SiriusXM Group Available Dividend Amount would have been sufficient to pay a dividend, then: (a) if the disposition involves all of the properties and assets of the Liberty SiriusXM Group, redeem all outstanding shares of Liberty SiriusXM Common Stock in exchange for cash and/or securities or other assets with a fair value equal to the available net proceeds of such disposition, or (b) if the disposition involves substantially all (but not all) of the properties and assets of the Liberty SiriusXM Group, redeem a portion of the outstanding shares of Liberty SiriusXM Common Stock in exchange for cash and/or securities or other assets with a fair value equal to the available net proceeds of such disposition; or • convert each outstanding share of each series of Liberty SiriusXM Common Stock into a number of shares of the corresponding series of Liberty Live Common Stock and/or Liberty Formula One Common Stock at a specified premium; or • combine a conversion of a portion of the outstanding shares of Liberty SiriusXM Common Stock into a number of shares of the corresponding series of Liberty Live Common Stock and/or Liberty Formula One Common Stock with either the payment of a dividend on or a redemption of shares of Liberty SiriusXM Common Stock, subject to certain limitations. See Article IV, Section A.2.(e)(ii) of Liberty Media’s certificate of incorporation.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
Appraisal Rights/Dissenter’s Rights
Under the DGCL, a stockholder who has neither voted in favor of certain mergers, consolidations or conversions of a corporation to another entity, nor consented thereto in writing, who has properly demanded appraisal of their shares, and who otherwise complies with the requirements for perfecting and preserving their appraisal rights under Section 262 of the DGCL may be entitled to receive payment in cash for the fair value of their shares (exclusive of any element of value arising from the accomplishment or expectation of such merger, consolidation or conversion), together with interest (if any) to be paid on the amount determined to be fair value of such shares, as appraised by the Court of Chancery of the State of Delaware in an appraisal proceeding. However, unless the corporation’s certificate of incorporation provides otherwise, appraisal rights are not available for shares of capital stock that, at the record date for determination of stockholders entitled to receive notice of the meeting of stockholders (or at the record date for determination of stockholders entitled to consent pursuant to Section 228 of the DGCL) to act upon the merger, consolidation or conversion, are either (a) listed on a national securities exchange or (b) held of record by more than 2,000 holders. Further, unless the corporation’s certificate of incorporation provides otherwise, no appraisal rights are available to stockholders of the surviving corporation if the merger did not require the vote of the stockholders of the surviving corporation as provided in Section 251(f) of the DGCL. Notwithstanding the foregoing, appraisal rights are available if stockholders are required to accept for their shares anything other than (a) shares of capital stock of the	Same. Neither Sirius XM Holdings’ certificate of incorporation nor Sirius XM Holdings’ bylaws provide for appraisal rights in any additional circumstance other than as required by applicable law. See Section 262 of the DGCL.	Same. Neither New Sirius’ amended and restated charter nor New Sirius’ amended and restated bylaws provide for appraisal rights in any additional circumstance other than as required by applicable law. See Section 262 of the DGCL.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
surviving corporation (or of the converted entity if such entity is a corporation), (b) shares of capital stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of clauses (a) – (c). Appraisal rights are also available under the DGCL in certain other circumstances, including in certain parent-subsidiary mergers and in certain circumstances where the certificate of incorporation so provides. Neither Liberty Media’s certificate of incorporation nor Liberty Media’s bylaws provide for appraisal rights in any additional circumstance other than as required by applicable law. See Section 262 of the DGCL.
Voting Rights of Common Stock
Holders of LSXMA are entitled to one vote for each share of such stock held and holders of LSXMB are entitled to ten votes for each share of such stock held on all matters submitted to a vote of stockholders. Holders of LSXMK are not entitled to any voting powers (including with respect to any class votes taken in accordance with the terms of Liberty Media’s certificate of incorporation), except as otherwise required by Delaware law. When so required, holders of LSXMK will be entitled to 1/100th of a vote for each share of such stock held. See Article IV, Section A.2.(a) of Liberty Media’s certificate of incorporation. Holders of Liberty SiriusXM Common Stock will vote as one class with holders of Liberty Live Common Stock and Liberty Formula One Common Stock on all matters that are submitted to a vote of stockholders unless a separate class vote is required by the terms of Liberty Media’s certificate of incorporation or Delaware law. In connection with certain dispositions of Liberty SiriusXM Group assets as	Each holder of Sirius XM Common Stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as otherwise required by law or as otherwise provided in any preferred stock designation, the holders of the common stock shall exclusively possess all voting power. Sirius XM Holdings’ certificate of incorporation does not provide for cumulative voting in the election of directors. See Article FOURTH, Paragraph (3) and Article FIFTH of Sirius XM Holdings’ certificate of incorporation.	Each holder of New Sirius Common Stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as otherwise required by law or as otherwise provided in New Sirius’ amended and restated charter (including any certificate of designation relating to such series of preferred stock), the holders of the common stock shall exclusively possess all voting power. New Sirius’ amended and restated charter does not provide for cumulative voting in the election of directors. See Article FOURTH, Paragraph (3) and Article FIFTH of Annex H.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
described above, the Liberty Media board of directors may determine to seek approval of the holders of Liberty SiriusXM Common Stock, voting together as a separate class, to avoid effecting a mandatory dividend, redemption or conversion under Liberty Media’s certificate of incorporation. See Article IV, Section A.2.(a)(iv)(A) of Liberty Media’s certificate of incorporation. Liberty Media may not redeem outstanding shares of Liberty SiriusXM Common Stock for shares of common stock of a subsidiary that holds assets and liabilities attributed to the Liberty SiriusXM Group unless the board seeks and receives the approval to such redemption of holders of Liberty SiriusXM Common Stock, voting together as a separate class, and, if such subsidiary also holds assets and liabilities of the Liberty Live Group and/or the Formula One Group, the approval of holders of Liberty Live Common Stock and/or Liberty Formula One Common Stock, as the case may be, to the corresponding Liberty Live Common Stock and/or Liberty Formula One Common Stock redemption, with each affected group voting as a separate class. See Article IV, Section A.2.(a)(v)(A) of Liberty Media’s certificate of incorporation. Liberty Media’s certificate of incorporation imposes supermajority voting requirements in connection with certain charter amendments and other extraordinary transactions which have not been approved by 75% of the directors then in office. When these requirements apply, the threshold vote required is 662∕3% of the aggregate voting power of Liberty Media’s outstanding voting securities, voting together as a single class. See Article IX of Liberty Media’s certificate of incorporation.
Indemnification of Directors and Officers
Liberty Media’s certificate of incorporation provides that, subject	Sirius XM Holdings shall indemnify, in the manner and to	New Sirius’ amended and restated charter provides that

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	Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws			Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws			New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
	to certain exceptions, to the fullest extent permitted by applicable law, Liberty Media shall indemnify any person who is or was made, or threatened to be made, a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of Liberty Media, or is or was serving at the request of Liberty Media as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprises, against all liability and loss suffered and expenses incurred by such person. Liberty Media will pay the expenses (including attorneys’ fees) incurred by a director or officer in defending any proceeding in advance of its final disposition, subject to certain conditions. Liberty Media is required to indemnify or make advances to a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Liberty Media board of directors. See Article V, Section E.2 of Liberty Media’s certificate of incorporation.			the full extent permitted by law, any person who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether or not by or in the right of Sirius XM Holdings, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or employee of Sirius XM Holdings, or is or was serving at the request of Sirius XM Holdings as a director, officer or employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise. Sirius XM Holdings may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification provided in Sirius XM Holdings’ certificate of incorporation shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by Sirius XM Holdings in advance of the final disposition of such action, suit or proceeding. See Article ELEVENTH, Paragraph (2) of Sirius XM Holdings’ certificate of incorporation.			New Sirius shall indemnify, in the manner and to the full extent permitted by law, any person who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether or not by or in the right of New Sirius, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or employee of New Sirius, or is or was serving at the request of New Sirius as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) incurred by such person. New Sirius may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification provided in New Sirius’ amended and restated charter shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by New Sirius in advance of the final disposition of such action, suit or proceeding. New Sirius is required to indemnify or make advances to a person in connection with a proceeding (or part thereof) initiated by such person only if the action, suit or proceeding (or part thereof) was authorized by New Sirius’ board of directors or committee thereof. See Article ELEVENTH, Paragraph (2) of Annex H.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
Intergroup Interest
Under Liberty Media’s certificate of incorporation, from time to time, the Liberty Media board of directors may determine to create an intergroup interest in the Liberty SiriusXM Group in favor of the Liberty Live Group or the Formula One Group, subject to the terms of Liberty Media’s certificate of incorporation. If the Liberty SiriusXM Group has an intergroup interest in the Liberty Live Group or the Formula One Group at such time as any extraordinary action is taken with respect to Liberty Live Common Stock or Liberty Formula One Common Stock (such as the payment of a dividend, a share distribution, the redemption of such stock for stock of a subsidiary or an action required to be taken in connection with a disposition of all or substantially all of the Liberty Live Group’s or the Formula One Group’s assets), the board will consider what actions are required, or permitted, to be taken under the certificate of incorporation with respect to the Liberty SiriusXM Group’s intergroup interest in the Liberty Live Group or the Formula One Group. For example, in some instances, the board may determine that a portion of the aggregate consideration that is available for distribution to holders of Liberty Live Common Stock or Liberty Formula One Common Stock must be allocated to the Liberty SiriusXM Group to compensate the Liberty SiriusXM Group on a pro rata basis for its interest in the Liberty Live Group or the Formula One Group, as the case may be. Similarly, if the Liberty Live Group or the Formula One Group has an intergroup interest in the Liberty SiriusXM Group at such time as any extraordinary action is taken with respect to Liberty SiriusXM Common Stock (such as the payment of a dividend, a share	None.	None.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
distribution, the redemption of such stock for stock of a subsidiary or an action required to be taken in connection with a disposition of all or substantially all of the Liberty SiriusXM Group’s assets), the board will consider what actions are required, or permitted, to be taken under the certificate of incorporation with respect to the Liberty Live Group’s or the Formula One Group’s intergroup interest in the Liberty SiriusXM Group. All such board determinations will be made in accordance with the certificate of incorporation and applicable Delaware law. As of June 30, 2024, (a) the Formula One Group did not have an intergroup interest in either the Liberty SiriusXM Group or the Liberty Live Group, (b) the Liberty SiriusXM Group did not have an intergroup interest in either the Formula One Group or the Liberty Live Group and (c) the Liberty Live Group did not have an intergroup interest in either the Liberty SiriusXM Group or the Formula One Group. See Article IV, Section A.2 of Liberty Media’s certificate of incorporation.
Liquidation
Upon Liberty Media’s liquidation, dissolution or winding up, holders of shares of Liberty SiriusXM Common Stock will be entitled to receive in respect of such stock their proportionate interests in Liberty Media’s assets, if any, remaining for distribution to holders of common stock (regardless of the group to which such assets are then attributed) in proportion to their respective number of liquidation units per share. See Article IV, Section A.2.(h) of Liberty Media’s certificate of incorporation. Each share of Liberty SiriusXM Common Stock will be entitled to a number of liquidation units as set forth in the statement on file with the	None.	None.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
Secretary of Liberty Media, a copy of which will be furnished by Liberty Media, on request and without cost, to any stockholder of Liberty Media.
Anti-Takeover Provisions
Section 203 of the DGCL generally prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and certain other transactions, by a corporation or certain of its subsidiaries with an “interested stockholder” (as defined under Section 203 of the DGCL), for a period of three years after the person or entity becomes an interested stockholder, unless: (a) the board of directors of the corporation has approved, before such person or entity became an interested stockholder, either the business combination or the transaction that resulted in the person becoming an interested stockholder; (b) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owns at least 85% of the “voting stock” of the corporation outstanding at the time the transaction commenced (excluding shares owned by directors who are officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer); or (c) at or subsequent to the person or entity becoming an interested stockholder, the business combination is approved by the board of directors and authorized at a meeting of stockholders by the affirmative vote of at least 662∕3% of the outstanding voting stock not owned by the interested stockholder. A Delaware corporation may opt out of Section 203 in its certificate of incorporation or a stockholder approved bylaw. Liberty Media has not opted out of the protections of Section 203 of the	Same. Sirius XM Holdings has not opted out of the protections of Section 203 of the DGCL. As a result, the statute applies to Sirius XM Holdings.	Same. New Sirius in its initial charter has elected to opt out of Section 203 of the DGCL but in connection with the filing of its amended and restated charter, New Sirius will expressly elect to opt back in to Section 203. As a result, the statute applies to New Sirius pursuant to its amended and restated charter. See Article FIFTEENTH of Annex H.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
DGCL. As a result, the statute applies to Liberty Media.
Amendment of Certificate of Incorporation
The Liberty Media certificate of incorporation requires that the affirmative vote of the holders of at least 662∕3% of the total voting power of the then outstanding voting securities entitled to vote thereon, voting together as a single class at a meeting specifically called for such purpose, to authorize the amendment, alteration or repeal of any provision or the addition or insertion of other provisions to the certificate of incorporation; provided, however, that any amendment, alteration, repeal, addition or insertion (A) as to which the laws of the State of Delaware, as then in effect, do not require the consent of Liberty Media’s stockholders, or (B) that at least 75% of the members of the board of directors have approved, will not require a supermajority vote. See Article IX of Liberty Media’s certificate of incorporation.	Sirius XM Holdings may amend, alter, change or repeal any provision in the Sirius XM Holdings certificate of incorporation as provided for in the DGCL. Delaware law permits the adoption of amendments to certificates of incorporation if the board of directors adopts a resolution setting forth the proposed amendment and declaring its advisability and those amendments are approved at a meeting held for that purpose by the holders of shares entitling them to exercise a majority of the voting power of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class pursuant to the DGCL, unless the certificate of incorporation specifies a greater number or proportion. The Sirius XM Holdings certificate of incorporation does not specify a greater number or proportion different than that specified by Delaware law in connection with the approval of amendments to the Sirius XM Holdings certificate of incorporation. See Article NINTH of Sirius XM Holdings’ certificate of incorporation.	New Sirius may amend, alter, change or repeal any provision in New Sirius’ amended and restated charter as provided for in the DGCL. In addition to any vote required by applicable law or New Sirius’ amended and restated charter (including any certificate of designation relating to any series of preferred stock), the amendment, alteration, change or repeal, in whole or in part, of, or the adoption of any provision inconsistent with, the following provisions in New Sirius’ amended and restated charter shall require the affirmative vote of the holders of at least 662∕3% in voting power of all the then-outstanding shares of all classes of stock of New Sirius entitled to vote thereon, voting together as a single class: Article SIXTH, Article SEVENTH, Article EIGHTH, Article NINTH, Article ELEVENTH, Article TWELFTH, Article THIRTEENTH, Article FOURTEENTH and Article FIFTEENTH. See Article NINTH of Annex H.
Amendment of Bylaws
The Liberty Media board of directors, may adopt, amend or repeal any provision of the Liberty Media bylaws by action taken by the affirmative vote of not less than 75% of the members of the board of directors then in office. In addition, subject to the rights of the holders of any series of preferred stock, the Liberty Media bylaws may	Sirius XM Holdings may amend, add to, rescind or repeal any provision in the Sirius XM Holdings bylaws at any meeting of the Sirius XM Holdings board of directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting of the stockholders, or in the case of a meeting of the board of	The board of directors of New Sirius may make, repeal, alter, amend and rescind, in whole or in part, New Sirius’ amended and restated bylaws without stockholder vote or approval, in any manner not inconsistent with New Sirius’ amended and restated charter or Delaware law. The New Sirius stockholders also may alter,

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
be adopted, amended or repealed by the affirmative vote of the holders of not less than 662∕3% of the total voting power of the then outstanding capital stock of Liberty Media entitled to vote thereon; provided, however, no vote of the stockholders is required to authorize the adoption, amendment or repeal of any provision of the Liberty Media bylaws by the Liberty Media board of directors. See Article V Section 5.6 of Liberty Media’s bylaws.	directors, in a notice given not less than 12 hours prior to the meeting. Notwithstanding any other provisions of the bylaws or any provision of law which might otherwise permit a lesser vote of the stockholders, the affirmative vote of the holders of at least 80% in voting power of all shares of Sirius XM Holdings entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders to alter, amend or repeal Section 2 and Section 11 of Article I, or the second sentence of Article IX of the bylaws or to adopt any provision inconsistent with any of such sections. See Article IX of Sirius XM Holdings’ bylaws.	amend, repeal or rescind, in whole or in part, any provision of New Sirius’ amended and restated bylaws or adopt any provision inconsistent therewith, subject to the requirements of New Sirius’ amended and restated charter (including any certificate of designation relating to any series of preferred stock) and the affirmative vote of at least 662∕3% in voting power of all the then-outstanding shares of all classes of stock of New Sirius entitled to vote thereon, voting together as a single class. See Article EIGHTH of Annex H and Article IX of Annex I.
Advance Notice Requirements for Stockholder Proposals or Director Nomination
A Liberty Media stockholder who is (a) a stockholder of record both at the time the notice is delivered to the Secretary and on the record date for the determination of stockholders entitled to vote at the meeting, and (b) who is entitled to vote at the meeting upon such election of directors or upon such business, as the case may be, may make a nomination for election to the board of directors or propose business to be brought before an annual meeting by a stockholder by giving timely notice. To be timely, a stockholder’s notice must be received at the principal executive offices of Liberty Media (a) in the case of an annual meeting that is called for a date that is within 30 calendar days before or after the anniversary date of the immediately preceding annual meeting of stockholders, not less than 60 calendar days nor more than 90 calendar days prior to the meeting and (b) in the case of an annual meeting that is called for a date that is not within 30 calendar days before or after the anniversary date of the	A Sirius XM Holdings stockholder who is entitled to vote at a stockholder meeting, and who was a stockholder of record at the time such notice is delivered to the Secretary of Sirius XM Holdings, may nominate persons for election to the board of directors or propose other business to be properly brought to a stockholder meeting by giving timely notice thereof in writing to the Secretary of Sirius XM Holdings, and, in the case of business other than nominations, such other business must be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of Sirius XM Holdings not less than 70 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by	A New Sirius stockholder who is entitled to vote at a stockholder meeting, and who was a stockholder of record at the time such notice is delivered to the Secretary of New Sirius, may nominate persons for election to the board of directors or propose other business to be properly to be considered by stockholders by giving timely notice thereof in writing to the Secretary of New Sirius and, in the case of business other than nominations, such other business must be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of New Sirius at the principal executive offices of New Sirius not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of New Sirius’ first annual meeting of stockholders after shares of New Sirius Common

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	Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws			Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws			New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
	immediately preceding annual meeting, not later than the close of business on the 10th day following the day on which notice of the date of the meeting was communicated to stockholders or public announcement of the date of the meeting was made, whichever occurs first. In addition, the public announcement of an adjournment or postponement of the stockholder meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. In the case of a special meeting, the stockholder’s notice shall be received by the Secretary at the principal executive offices of Liberty Media not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting; provided, however, that a stockholder may nominate persons for election at a special meeting only to such directorship(s) as specified in Liberty Media’s notice of the meeting. In addition, the public announcement of an adjournment or postponement of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. These requirements are in addition to those set forth in the regulations adopted by the Commission under the Exchange Act. See Article I Section 1.5(a) and (b) of Liberty Media’s bylaws.			more than 20 days, or delayed by more than 70 days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 70th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made; and provided further, that for purposes of the application of Rule 14a-4(c) of the Exchange Act (or any successor provision), the date for notice shall be the earlier of the date calculated as hereinbefore provided or the date specified in paragraph (c)(1) of Rule 14a-4. In the case of a special meeting, the stockholder’s notice shall be received by the Secretary at the principal executive offices of Sirius XM Holdings not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 70th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. See Article I, Section 11 of Sirius XM Holdings’ bylaws.			Stock are first publicly traded, be deemed to have occurred on May 22, 2023); provided that, in the event that the date of the annual meeting is advanced by more than 20 days, or delayed by more than 70 days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made; and provided further, that for purposes of the application of Rule 14a-4(c) under the Exchange Act, the date for notice specified in this paragraph shall be the earlier of the date calculated as hereinbefore provided or the date specified in paragraph (c)(1) of Rule 14a-4. In the case of a special meeting, the stockholder’s notice shall be received by the Secretary at the principal executive offices of New Sirius not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting; provided, however, that the number of nominees a stockholder may nominate for election at the special meeting may not exceed the number of directors to be elected at such meeting. See Article I, Section 11 of Annex I.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
Special Meetings
Special meetings of stockholders of the Corporation, for the transaction of such business as may properly come before the meeting, may be called by the Secretary of Liberty Media only (a) upon written request received by the Secretary at the principal executive offices of Liberty Media by or on behalf of the holder or holders of record of outstanding shares of capital stock of the Corporation, representing collectively not less than 662∕3% of the total voting power of the outstanding capital stock of Liberty Media entitled to vote at such meeting or (b) at the request of not less than 75% of the members of the board of directors. Only such business may be transacted as is specified in the notice of the special meeting. See Article I Section 1.2 of Liberty Media’s bylaws.	Special meetings of the stockholders of Sirius XM Holdings shall be called at any time by the Secretary or any other officer, whenever directed by not less than two members of the Sirius XM Holdings board of directors or by the Sirius XM Holdings chief executive officer. See Article 1 Section 2 of the Sirius XM Holdings bylaws.	Special meetings of the stockholders of New Sirius for any purpose or purposes may be called at any time only by or at the direction of the New Sirius board of directors, except as otherwise required by law and subject to the rights of the holders of any series of preferred stock. See Article TWELFTH paragraph (2) of Annex H.
Structure of Board of Directors; Term of Directors; Election of Directors
The Liberty Media board of directors shall be comprised of not less than three (3) members and the exact number will be fixed from time to time by the board of directors by resolution adopted by the affirmative vote of not less than 75% of the members of the board of directors then in office, subject to any rights of the holders of any series of preferred stock to elect additional directors. Subject to the rights of the holders of any series of preferred stock, at any meeting duly called and held for the election of directors at which a quorum is present, directors shall be elected by a plurality of the combined voting power of the outstanding shares Liberty Media shall nominate the persons holding the offices of Chairman of the Board and President for election as directors at any meeting at which such persons are subject to election as directors. The board of directors shall be divided into three (3) classes: Class I,	The Sirius XM Holdings board of directors shall consist of such number of directors, not less than three nor more than 15, as shall from time to time be fixed exclusively by resolution of the board of directors. The directors shall be elected at each annual meeting of stockholders and each director shall be elected to serve until the conclusion of the next succeeding annual meeting and until his or her successor shall be elected and qualify or until his or her earlier death, resignation or removal. Directors shall (except as provided in the Sirius XM Holdings bylaws for the filling of vacancies and newly created directorships) be elected by the holders of a plurality of the voting power present in person or represented by proxy and entitled to vote. See Article II Section 1 of the Sirius XM Holdings bylaws.	Except as otherwise provided for or fixed pursuant to the provisions of New Sirius’ amended and restated charter relating to the rights of the holders of any series of preferred stock to separately elect additional directors, the New Sirius board of directors shall consist of such number of directors as shall from time to time be fixed exclusively by resolution of the New Sirius board of directors. New Sirius directors shall (except as provided in New Sirius’ amended and restated bylaws for the filling of vacancies and newly created directorships) be elected by the holders of a plurality of the voting power present in person or represented by proxy and entitled to vote. At the Effective Time (as defined in the Merger Agreement) and until

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	Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws			Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws			New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
	Class II and Class III. Each class shall consist, as nearly as possible, of a number of directors equal to one-third of the then authorized number of members of the board of directors. At each annual meeting of stockholders of the Corporation the successors of that class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The directors of each class will serve until the earliest to occur of their death, resignation, removal or disqualification or the election and qualification of their respective successors. See Article I Section 1.10 and Article II Section 2.1 of Liberty Media’s bylaws.						immediately prior to the Merger Effective Time (as defined in the Merger Agreement), the directors of New Sirius shall be of one class. Except as otherwise fixed by or pursuant to the provisions of New Sirius’ amended and restated charter relating to the rights of the holders of any series of preferred stock to separately elect additional directors, at the Merger Effective Time and until the third annual meeting of stockholders held after the Merger Effective Time, the New Sirius board of directors shall be divided into three classes: Class I, Class II and Class III. Each class will consist, as nearly as may be possible, of a number of directors equal to one-third of the total number of directors constituting the entire board of directors (other than any preferred stock directors). Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders held after the Merger Effective Time. Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders held after the Merger Effective Time. Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders held after the Merger Effective Time. At each annual meeting of stockholders held after the Merger Effective Time, successors to the class of directors whose term expires at that annual meeting shall be elected for a term expiring at the next succeeding annual meeting of stockholders and until the election and qualification of their respective successors. Commencing with the third annual meeting of stockholders held after the Merger Effective

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
		Time, the New Sirius board of directors shall no longer be classified pursuant to Section 141(d) of the DGCL and the directors shall cease to be divided into three classes. If the number of directors is changed, any increase or decrease shall be apportioned by the New Sirius board of directors among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a newly-created directorship resulting from an increase in such class shall hold office in accordance with New Sirius’ amended and restated charter, but in no case will a decrease in the number of directors remove or shorten the term of any incumbent director. A director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. See Article SEVENTH paragraph (3) of Annex H and Article II Sections 1 and 2 of Annex I.
Executive Committee
The board of directors of Liberty Media may, by the affirmative vote of not less than 75% of the members of the board of directors then in office, designate an executive committee, all of whose members shall be directors, to manage and operate the affairs of Liberty Media or particular properties or enterprises of the Liberty Media. Subject to the limitations of the law of the State of Delaware and the Liberty Media certificate of incorporation, such executive committee shall exercise all powers	The board of directors of Sirius XM Holdings may designate three or more directors to constitute an executive committee, one of whom shall be designated Chairman of such committee. The members of such committee shall hold such office until the next election of the Board of Directors and until their successors are elected and qualify. The executive committee shall act, advise and aid the officers of Sirius XM	None.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
and authority of the board of directors in the management of the business and affairs of the Corporation including, but not limited to, the power and authority to authorize the issuance of shares of common or preferred stock. See Article II Section 2.14 of Liberty Media’s bylaws.	Holdings in all matters concerning its interest and the management of its business, and shall generally perform such duties and exercise such powers as may from time to time be delegated to it by the board of directors of Sirius XM Holdings, and shall have authority to exercise all the powers of the board of directors of Sirius XM Holdings, so far as may be permitted by law, in the management of the business and the affairs of the corporation whenever the board of directors of Sirius XM Holdings is not in session or whenever a quorum of the board of directors of Sirius XM Holdings fails to attend any regular or special meeting of such board of directors of Sirius XM Holdings. See Article II Section 4 of Sirius XM Holdings’ bylaws.
Removal of Directors
Subject to the rights of the holders of any series of preferred stock, directors of Liberty Media may be removed from office only for cause upon the affirmative vote of the holders of not less than a majority of the total voting power of the then outstanding shares entitled to vote at an election of directors voting together as a single class. See Article II Section 2.3 of Liberty Media’s bylaws.	The DGCL provides that any director or the entire Sirius XM Holdings board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. See Section 141(k) of the DGCL.	The DGCL provides that any director or the entire New Sirius board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. However, in the case of a corporation whose board is classified (which New Sirius’ board will be until the third annual meeting after the Merger Effective Time), stockholders may effect removal only for cause. Accordingly, at all times prior to the third annual meeting of stockholders of New Sirius held after the Merger Effective Date, directors serving in classes may be removed only for cause and only by the affirmative vote of the holders of a majority in voting power of all then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
		See Article SEVENTH paragraph (3) of Annex H. See also Section 141(k)(1) of the DGCL.
Vacancies on the Board of Directors
Subject to the rights of the holders of any series of preferred stock, vacancies on the Liberty Media board of directors resulting from death, resignation, removal, disqualification or other cause, and newly created directorships resulting from any increase in the number of directors on the board of directors, shall be filled only by the affirmative vote of a majority of the remaining directors then in office (even though less than a quorum) or by the sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is apportioned, and until such director’s successor shall have been elected and qualified. If at any time, by reason of death or resignation or other cause, Liberty Media should have no directors in office, then any officer or any stockholder may call a special meeting of stockholders in the same manner that the board of directors may call such a meeting, and directors for the unexpired terms may be elected at such special meeting. See Article II Section 2.4 of Liberty Media’s bylaws.	Unless otherwise required by law, newly created directorships in the Sirius XM Holdings board of directors resulting from an increase in the number of directors, and any vacancy occurring in the board of directors, may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; and the directors so chosen shall hold office until his or her successor shall be duly elected and qualify or until his or her earlier death, resignation or removal. See Article II Section 2 of Sirius XM Holdings’ bylaws.	Subject to the rights granted to the holders of any one or more series of preferred stock then outstanding, any newly created directorships on the New Sirius board of directors that results from an increase in the number of directors, and any vacancy occurring on the board of directors (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director and not by the stockholders. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. See Article SEVENTH, paragraph (4) of Annex H and Article II Section 2 of Annex I.
No Stockholder Action by Written Consent
Stockholder action by Liberty Media’s stockholders may be taken only at an annual or special meetings, subject to the rights of the holders of any series of preferred stock. No action required to be taken or which may be taken at any annual meeting or special meeting of stockholders may be taken without a meeting, and the power of stockholders to consent	Unless otherwise provided in the certificate of incorporation, any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting and without a vote if a consent signed by the holders of outstanding stock having not less than the minimum number of votes	Stockholder action may be taken only at an annual meeting or special meeting and may not be effected by any consent in lieu of a meeting of stockholders by such holders; provided, however, that notwithstanding the foregoing, holders of any series of preferred stock may take action

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Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws	Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws	New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
in writing, without a meeting, to the taking of any action is specifically denied; provided, however, that notwithstanding the foregoing, holders of any series of preferred stock may take action by written consent to the extent provided in a preferred stock designation with respect to such series. See Article VIII Section A and Section B of Liberty Media’s certificate of incorporation.	necessary to authorize or take such action at a meeting shall be delivered to the corporation in accordance with Section 228 of the DGCL. Sirius XM Holdings does not restrict the rights of stockholders to act by written consent in its certificate of incorporation.	by written consent, if and to the extent expressly so provided by the applicable certificate(s) of designation relating to such series of preferred stock. See Article TWELFTH, paragraph (1) of Annex H.
Exclusive Forum
None.	None.	Unless New Sirius consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware (or if such court does not have subject matter jurisdiction another state or federal court (as appropriate) located within the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for any (a) any derivative action or proceeding brought on behalf of New Sirius, (b) any action asserting a claim of breach of fiduciary duty owed by any current or former director, officer or other employee or stockholder of New Sirius to New Sirius, New Sirius’ stockholders, creditors or other constituents, (c) any action asserting a claim against New Sirius, or any current or former director or officer arising pursuant to any provision of the DGCL or New Sirius’ amended and restated charter or New Sirius’ amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery; (d) any action or proceeding to interpret, apply, enforce or determine the validity of New Sirius’ amended and restated charter or New Sirius’ amended and restated bylaws or any provision thereof; (e) any action asserting a claim governed by

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	Liberty SiriusXM Common Stock Under Liberty Media’s Certificate of Incorporation and Bylaws			Sirius XM Common Stock Under Sirius XM Holdings’ Certificate of Incorporation and Bylaws			New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws
							the internal affairs doctrine, or (f) any action or proceeding asserting an “internal corporate claim” as defined in Section 115 of the DGCL, in each case, subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. Unless New Sirius consents in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under federal securities laws. See Article FOURTEENTH of Annex H.

Other Provisions of New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws

New Sirius’ amended and restated charter and amended and restated bylaws also contain the following terms. All holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock are urged to read carefully the relevant provision of the DGCL and New Sirius’ amended and restated charter and amended and restated bylaws, which will be substantially in the forms attached as Annex H and Annex I.

Preferred Stock

New Sirius’ amended and restated charter will authorize the board of directors of New Sirius to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of the series, including:

•

the designation of the series;

•

the number of shares constituting such series, which number may be subsequently increased or decreased (but not below the number of such shares of such series of preferred stock then outstanding), by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of New Sirius entitled to vote thereon, voting together as a single class, without a separate vote of the holders of the preferred stock, or any series thereof, unless a vote of any such holders is required pursuant to New Sirius’ amended and restated charter (including any certificate of designation relating to any series of preferred stock);

•

the powers (including voting powers, if any) of the shares of the series; and

•

the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series, by resolution or resolutions adopted by the New Sirius board of directors providing for the issue of such series of preferred stock.

New Sirius believes that the ability of its board of directors to issue one or more series of its preferred stock will provide it with sufficient flexibility in structuring possible future financings and acquisitions, and in meeting other corporate needs that might arise from time to time. The authorized shares of preferred stock, as well as shares of common stock, will be available for issuance without further action by stockholders,

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unless such action is required by applicable law or the rules of any stock exchange or automatic quotation system on which New Sirius’ securities may be listed or traded.

Although New Sirius’ board of directors has no intention at the present time of doing so, it may issue a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. New Sirius’ board of directors will make any determination to issue such shares based upon its judgment as to the best interests of New Sirius’ stockholders. The New Sirius board of directors, in so acting, could issue preferred stock having terms that could discourage an acquisition attempt through which an acquirer may be able to change the composition of the board of directors, including a tender offer or other transaction that some, or a majority, of stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then-current market price of the stock.

Limitation on Liability and Indemnification

A director or officer of New Sirius will not be held personally liable to New Sirius or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except in accordance with Section 102(b)(7) of the DGCL for any liability of: (a) a director or officer for any breach of the director’s or officer’s duty of loyalty to New Sirius or its stockholders, (b) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) a director under Section 174 of the DGCL, (d) a director or officer for any transaction from which the director or officer derived an improper personal benefit or (e) an officer in any action by or in the right of New Sirius. If the DGCL is amended after the effective date of New Sirius’ amended and restated charter to authorize corporate action further eliminating or limiting the personal liability of directors and/or officers, then the liability of a director or an officer of New Sirius, as applicable, shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. In addition, New Sirius will indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether or not by or in the right of New Sirius, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or employee of New Sirius, or is or was serving at the request of New Sirius as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) incurred by such person. New Sirius may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification provided pursuant to New Sirius’ amended and restated charter shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses shall be paid by New Sirius in advance of the final disposition of such action, suit or proceeding. Notwithstanding anything in New Sirius’ amended and restated charter to the contrary, New Sirius will be required to indemnify or make advances to a person in connection with an action, suit or proceeding (or part thereof) initiated by such person only if the action, suit or proceeding (or part thereof) was authorized by New Sirius’ board of directors or committee thereof.

Supermajority Voting Provisions

In addition to the voting provisions discussed under “— Comparison of Stockholder Rights — New Sirius Common Stock Under New Sirius’ Amended and Restated Charter and Amended and Restated Bylaws — Voting Rights of Common Stock” above and the supermajority voting provisions discussed under “— Amendment of Certificate of Incorporation” and “— Amendment of Bylaws” above, New Sirius’ amended and restated charter and amended and restated bylaws will provide that, subject to the rights of the holders of any series of its preferred stock, an enhanced requirement of the affirmative vote of the holders of at least 66 2∕3% of the aggregate voting power of its outstanding capital stock generally entitled to vote upon all matters submitted to its stockholders, voting together as a single class, is required to:

•

alter, amend, repeal or rescind, in whole or in part, any provision of New Sirius’ amended and restated bylaws or to adopt any provision inconsistent therewith;

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•

amend, alter, change or repeal, in whole or in part, or adopt any provision inconsistent with, the following provisions of the New Sirius charter:

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Article SIXTH — no preemptive rights

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Article SEVENTH — business and affairs of the corporation managed by the board of directors; classified board; filling of vacancies and newly created directorships

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Article EIGHTH — amendment of the bylaws

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Article NINTH — amendment of the certificate of incorporation

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Article ELEVENTH — exculpation and indemnification of directors, officers and employees, as applicable

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Article TWELFTH — no stockholder action by written consent (subject to the rights of holders of preferred stock, as applicable)

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Article THIRTEENTH — contracts that confer third-party beneficiary status upon the stockholders of New Sirius may provide that New Sirius or its designees are the agents of the stockholders

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Article FOURTEENTH — exclusive forum to be the Court of Chancery of the State of Delaware or the federal district courts (in respect of any complaint asserting a cause of action arising under federal securities laws)

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Article FIFTEENTH — New Sirius expressly elects to be governed by Section 203 of the DGCL.

Where the enhanced voting requirement does not apply, stockholder approval will be as required by the DGCL (generally, approval by a majority of the voting power of the outstanding stock entitled to vote thereon, subject to rights of classes or series of stock (if applicable)).

Federal Securities Law Consequences

The issuance of shares of New Sirius Common Stock in the Split-Off will be registered under the Securities Act, and the shares of New Sirius Common Stock so issued will be freely transferable under the Securities Act, except for shares of New Sirius Common Stock issued to any person who is deemed to be an “affiliate” of New Sirius after completion of the Split-Off. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with New Sirius and may include directors and significant stockholders of New Sirius. Affiliates may not sell their shares of New Sirius Common Stock, except:

•

pursuant to an effective registration statement under the Securities Act covering the resale of those shares;

•

in compliance with Rule 144 under the Securities Act; or

•

pursuant to any other applicable exemption under the Securities Act.

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U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes the U.S. federal income tax consequences of (a) the Split-Off to holders of Liberty SiriusXM Common Stock that exchange their shares of Liberty SiriusXM Common Stock for shares of New Sirius Common Stock pursuant to the Split-Off and (b) the Merger to holders of Sirius XM Common Stock that exchange their shares of Sirius XM Common Stock for shares of New Sirius Common Stock pursuant to the Merger.

This discussion is based on the Code, applicable U.S. Treasury Regulations, judicial authority, and administrative rulings and practice, all as in effect as of the date of this document, and all of which are subject to change at any time, possibly with retroactive effect. This discussion addresses only those stockholders who hold their shares of Liberty SiriusXM Common Stock or Sirius XM Common Stock, as applicable, as capital assets within the meaning of the Code. This discussion is limited to stockholders that are U.S. holders (as defined below). Further, this discussion does not discuss all tax considerations that may be relevant to holders of Liberty SiriusXM Common Stock or Sirius XM Common Stock in light of their particular circumstances, nor does it address any tax consequences to stockholders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, partnerships (including entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes), persons who acquired their shares of Liberty SiriusXM Common Stock or Sirius XM Common Stock pursuant to the exercise of employee stock options or otherwise as compensation, U.S. expatriates, foreign pension funds, financial institutions, insurance companies, controlled foreign corporations, passive foreign investment companies, dealers or traders in securities, persons that have a functional currency other than the U.S. dollar, and persons who hold their shares of Liberty SiriusXM Common Stock or Sirius XM Common Stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment, or other risk-reduction transaction for U.S. federal income tax purposes. This discussion does not address any U.S. federal estate, gift, or other non-income tax consequences, any state, local, or foreign tax consequences, or the Medicare tax on net investment income.

If a partnership (including an entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes) holds shares of Liberty SiriusXM Common Stock or Sirius XM Common Stock, the tax treatment of a partner, member, or other beneficial owner of such partnership or other pass-through entity will generally depend upon the status of the partner, member, or other beneficial owner, the activities of the partnership or other pass-through entity, and certain determinations made at the partner, member, or other beneficial owner level. If you are a partner, member, or other beneficial owner of a partnership or other pass-through entity holding shares of Liberty SiriusXM Common Stock or Sirius XM Common Stock, you are urged to consult your tax advisor regarding the tax consequences of the Split-Off and the Merger.

For purposes of this section, a U.S. holder is a beneficial owner of Liberty SiriusXM Common Stock or Sirius XM Common Stock that is, for U.S. federal income tax purposes, (a) an individual who is a citizen or a resident of the U.S.; (b) a corporation, or other entity subject to tax as a corporation for U.S. federal income tax purposes, created or organized under the laws of the U.S., any state thereof or the District of Columbia; (c) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust, if (i) a court within the U.S. is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) it has a valid election in place under applicable U.S. Treasury Regulations to be treated as a U.S. person.

All holders of Liberty SiriusXM Common Stock and Sirius XM Common Stock are urged to consult their tax advisors as to the particular tax consequences to them as a result of the Split-Off and the Merger.

Tax Opinions

The completion of the Split-Off and the Merger are conditioned upon the receipt by Liberty Media of (a) the opinion of Skadden Arps, dated as of the Redemption Date and in form and substance reasonably acceptable to Liberty Media, to the effect that, for U.S. federal income tax purposes, (i) the Split-Off Transactions will qualify as a transaction that is generally tax-free under Section 355, Section 368(a)(1)(D) and related provisions of the Code, (ii) no income, gain or loss will be recognized by Liberty Media upon the receipt of New Sirius Common Stock in the Contribution or the distribution of New Sirius Common

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Stock pursuant to the Split-Off (except as a result of certain items of income, gain, deduction or loss (A) recognized with respect to the deemed exchange, for U.S. federal income tax purposes, of certain New Sirius Liabilities or (B) that are not excludable by reason of the qualification of the Split-Off Transactions as a reorganization and are taken into account pursuant to the consolidated return regulations), and (iii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty SiriusXM Common Stock upon the receipt of shares of New Sirius Common Stock in the Split-Off (except with respect to the receipt of any cash in lieu of fractional shares), and (b) the opinion of Skadden Arps, dated as of the Merger Effective Date and in form and substance reasonably acceptable to Liberty Media, to the effect that, under current U.S. federal income tax law, the exchange of Sirius XM Common Stock for New Sirius Common Stock pursuant to the Merger, taken together with the Contribution, will qualify as a transaction described in Section 351 of the Code. The completion of the Merger is further conditioned upon the receipt by Sirius XM Holdings of the opinion of Simpson Thacher, dated as of the Merger Effective Date and in form and substance reasonably acceptable to Sirius XM Holdings, to the effect that, under current U.S. federal income tax law, the exchange of Sirius XM Common Stock for New Sirius Common Stock pursuant to the Merger, taken together with the Contribution, will qualify as a transaction described in Section 351 of the Code.

The conditions to the completion of the Split-Off and the Merger described in the preceding paragraph may not be waived by Liberty Media or Sirius XM Holdings. The opinions of Skadden Arps and Simpson Thacher will be based on the law in effect as of the time of the Split-Off and the Merger and will rely on certain assumptions, as well as statements, representations, and undertakings made by officers of Liberty Media, New Sirius, Sirius XM Holdings and certain other individuals. These assumptions, statements, representations, and undertakings are expected to relate to, among other things, the parties’ business reasons for engaging in the Split-Off and the Merger, the conduct of certain business activities by Liberty Media and New Sirius, and the plans and intentions of Liberty Media and New Sirius to continue conducting those business activities and not to materially modify their ownership or capital structure following the Split-Off and the Merger. If any of those statements, representations, or assumptions is incorrect or untrue in any material respect or any of those undertakings is not complied with, or if the facts upon which the opinions of Skadden Arps or Simpson Thacher are based are materially different from the actual facts that exist at the time of the Split-Off and the Merger, the conclusions reached in such opinions could be adversely affected.

The parties do not intend to seek a ruling from the IRS regarding the U.S. federal income tax treatment of the Split-Off or the Merger. The legal authorities upon which the opinions of Skadden Arps and Simpson Thacher will be based are subject to change or differing interpretations at any time, possibly with retroactive effect. Opinions of counsel are not binding on courts or the IRS, and there can be no assurance that the IRS will not challenge the conclusions reached in such opinions or that a court would not sustain such a challenge.

U.S. Federal Income Tax Treatment of the Split-Off

Assuming, consistent with the opinion of Skadden Arps, that the Split-Off Transactions qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, then, for U.S. federal income tax purposes:

•

subject to the discussion below regarding Section 355(e) of the Code, no gain or loss will be recognized by Liberty Media with respect to the New Sirius Common Stock distributed pursuant to the Split-Off;

•

except with respect to the receipt of cash in lieu of fractional shares of New Sirius Common Stock, no gain or loss will be recognized by, and no amount will be included in the income of, a holder of Liberty SiriusXM Common Stock upon the receipt of shares of New Sirius Common Stock pursuant to the Split-Off;

•

the aggregate tax basis of the shares of New Sirius Common Stock received in the Split-Off by a holder of Liberty SiriusXM Common Stock will equal the aggregate tax basis of the shares of Liberty SiriusXM Common Stock exchanged therefor; and

•

the holding period of the shares of New Sirius Common Stock received in the Split-Off by a holder of Liberty SiriusXM Common Stock will include the holding period of the shares of Liberty SiriusXM Common Stock exchanged therefor.

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Stockholders who have acquired different blocks of Liberty SiriusXM Common Stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate tax basis among, and the holding period of, the shares of New Sirius Common Stock received in exchange for such blocks of Liberty SiriusXM Common Stock.

Stockholders who receive cash in lieu of a fractional share of New Sirius Common Stock in the Split-Off will generally be treated as having received such fractional share in the Split-Off and then as having sold such fractional share for the cash received. Taxable gain or loss will be recognized in an amount equal to the difference between (a) the amount of cash received in lieu of the fractional share and (b) the stockholder’s tax basis in the fractional share, as described above. Such gain or loss will generally be long-term capital gain or loss if the stockholder’s holding period for the fractional share, as described above, exceeds one year at the effective time of the Split-Off. Long-term capital gains are generally subject to preferential U.S. federal income tax rates for certain non-corporate U.S. stockholders. The deductibility of capital losses is subject to limitations under the Code.

If the Split-Off were determined not to qualify under Section 355 of the Code, Liberty Media would generally be subject to tax as if it sold the shares of New Sirius Common Stock distributed in the Split-Off in a taxable transaction. Liberty Media would recognize taxable gain in an amount equal to the excess of (a) the total fair market value of all shares of New Sirius Common Stock distributed in the Split-Off over (b) Liberty Media’s aggregate tax basis in such shares of New Sirius Common Stock. A holder of Liberty SiriusXM Common Stock who receives shares of New Sirius Common Stock in the Split-Off would be treated as either (a) recognizing capital gain or loss equal to the difference between the fair market value of the shares of New Sirius Common Stock received and the stockholder’s tax basis in Liberty SiriusXM Common Stock exchanged therefor or, in certain circumstances, (b) receiving a taxable distribution in an amount equal to the total fair market value of the shares of New Sirius Common Stock received, which would generally be taxed (i) as a dividend to the extent of Liberty Media’s current and accumulated earnings and profits, then (ii) as a non-taxable return of capital to the extent of the stockholder’s tax basis in its shares of Liberty SiriusXM Common Stock with respect to which the distribution was made, and thereafter (iii) as capital gain with respect to the remaining value. If the Split-Off were determined not to qualify under Section 355 of the Code, a stockholder would have a tax basis in its shares of New Sirius Common Stock following the Split-Off equal to the fair market value of such stock. Certain stockholders may be subject to special rules governing taxable distributions, such as those that relate to the dividends received deduction, extraordinary dividends, and qualified dividend income.

Even if the Split-Off Transactions otherwise qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, the Split-Off would result in a significant U.S. federal income tax liability to Liberty Media (but not to holders of Liberty SiriusXM Common Stock) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of Liberty Media or New Sirius (or any successor corporation) (excluding, for this purpose, the acquisition of New Sirius Common Stock by holders of Liberty SiriusXM Common Stock in the Split-Off, but including the acquisition of New Sirius Common Stock by holders of Sirius XM Common Stock in the Merger) as part of a plan or series of related transactions that includes the Split-Off. Any acquisition of the stock of Liberty Media or New Sirius (or any successor corporation) within two years before or after the Split-Off would generally be presumed to be part of a plan that includes the Split-Off, although the parties may be able to rebut that presumption under certain circumstances. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the opinion of Skadden Arps described above, Liberty Media or New Sirius might inadvertently cause or permit a prohibited change in the ownership of Liberty Media or New Sirius to occur. If the Split-Off were determined to be taxable to Liberty Media under Section 355(e) of the Code, Liberty Media would recognize taxable gain in an amount equal to the excess of (a) the total fair market value of all shares of New Sirius Common Stock distributed in the Split-Off over (b) Liberty Media’s aggregate tax basis in such shares of New Sirius Common Stock.

Pursuant to the Tax Sharing Agreement, New Sirius will be required to indemnify Liberty Media, its subsidiaries, and certain related persons for taxes and losses (other than any taxes or tax-related losses that result from Section 355(e) of the Code applying to the Split-Off as a result of the Split-Off being part of a

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plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty Media) resulting from the failure of the Split-Off Transactions to qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, to the extent that such taxes and losses (a) result primarily from, individually or in the aggregate, the breach of certain covenants made by New Sirius (applicable to actions or failures to act by New Sirius and its subsidiaries following the completion of the Split-Off), (b) result primarily from, individually or in the aggregate, the failure of certain representations made by Sirius XM Holdings in support of the opinion of Skadden Arps regarding the generally tax-free status of the Split-Off Transactions to be true and correct, or (c) result from the application of Section 355(e) of the Code to the Split-Off as a result of the treatment of the Split-Off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of New Sirius (or any successor corporation), except, in the case of clauses (a) and (b), if such taxes and losses result from an action required to be taken pursuant to the Transaction Agreements. Pursuant to Liberty Media’s management and allocation policies, following the completion of the Split-Off and the Merger, the cash for the payment of any taxes and losses resulting from the Split-Off Transactions, which are not allocated to and paid by New Sirius pursuant to the Tax Sharing Agreement, generally would be drawn from funds attributed to the Liberty Live Group, except that cash for the payment of any taxes and losses (a) resulting primarily from a breach by Liberty Media following the Split-Off Transactions of any contractual covenants made by Liberty Media in connection with the Split-Off Transactions or (b) resulting from Section 355(e) of the Code applying to the Split-Off Transactions as a result of the Split-Off Transactions being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty Media shall, in each case, be drawn proportionately from funds attributed to the Formula One Group and the Liberty Live Group based upon the relative market capitalizations of Liberty Formula One Common Stock and Liberty Live Common Stock (in each case, determined based upon the volume weighted average price for the shares of FWONK or the shares of LLYVK, as applicable, over the first three trading days following the commencement of regular way trading of each such series of stock after the completion of the Split-Off Transactions multiplied by the number of outstanding shares of Liberty Formula One Common Stock or Liberty Live Common Stock, as applicable, immediately following the completion of the Split-Off).

Information Reporting

A holder of Liberty SiriusXM Common Stock who owns at least 5% of the outstanding stock of Liberty Media (measured by vote or value) immediately before the Split-Off and who receives shares of New Sirius Common Stock pursuant to the Split-Off will generally be required to attach to such stockholder’s U.S. federal income tax return for the year in which the Split-Off occurs a statement setting forth certain information relating to the Split-Off, including (a) the aggregate tax basis of such stockholder’s shares of Liberty SiriusXM Common Stock exchanged in the Split-Off, if any, and (b) the aggregate fair market value of such stockholder’s shares of New Sirius Common Stock received in the Split-Off. Stockholders should consult their tax advisors to determine whether they are required to provide the foregoing statement.

U.S. Federal Income Tax Treatment of the Merger and Compensatory Payment Rights

As described above under “— Tax Opinions,” the completion of the Merger is conditioned upon the receipt by Liberty Media and Sirius XM Holdings of the opinions of Skadden Arps and Simpson Thacher, respectively, to the effect that, for U.S. federal income tax purposes, the exchange of Sirius XM Common Stock for New Sirius Common Stock pursuant to the Merger, taken together with the Contribution, will qualify as a transaction described in Section 351 of the Code. No assurance can be given that the Merger will so qualify. Further, no assurance can be given that the IRS will not challenge the intended U.S. federal tax treatment of the Merger or that a court would not sustain such a challenge.

Assuming, consistent with the discussion below, that the receipt of the Compensatory Payment Rights (as defined below) is treated as an “open transaction” and assuming, consistent with the opinions of Skadden Arps and Simpson Thacher, that the Merger, taken together with the Contribution, qualifies as a transaction described in Section 351 of the Code, then, for U.S. federal income tax purposes, a U.S. holder of Sirius XM Common Stock:

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•

will not recognize any income, gain or loss upon the exchange of shares of Sirius XM Common Stock for New Sirius Common Stock in the Merger;

•

will have a tax basis in the New Sirius Common Stock received in the Merger equal to the tax basis of Sirius XM Common Stock surrendered in exchange therefor; and

•

will have a holding period for shares of New Sirius Common Stock received in the Merger that includes its holding period for its shares of Sirius XM Common Stock surrendered in exchange therefor.

Stockholders who have acquired different blocks of Sirius XM Common Stock at different times or at different prices should consult their tax advisor regarding the determination of the tax bases and holding period of the particular shares of New Sirius Common Stock received in the Merger.

Stockholders who receive cash in lieu of a fractional share of New Sirius Common Stock in the Merger will generally be treated as having received such fractional share in the Merger and then as having sold such fractional share for the cash received. Taxable gain or loss will be recognized in an amount equal to the difference between (a) the amount of cash received in lieu of the fractional share and (b) the stockholder’s tax basis in the fractional share, as described above. Such gain or loss will generally be long-term capital gain or loss if the stockholder’s holding period for the fractional share, as described above, exceeds one year at the effective time of the Merger. Long-term capital gains are generally subject to preferential U.S. federal income tax rates for certain non-corporate U.S. stockholders. The deductibility of capital losses is subject to limitations under the Code.

As described above under “Transaction Agreements — Reorganization Agreement — Compensatory Payment,” the holders of Sirius XM Common Stock immediately prior to the completion of the Merger (other than Liberty Media, New Sirius or any of their subsidiaries) (Public Holders) may be entitled in certain circumstances to payments in respect of Transaction Litigation or the Specified Litigation Matter (such entitlement, the Compensatory Payment Rights). There is no authority directly on point addressing the treatment of the receipt of rights with the characteristics of the Compensatory Payment Rights. Whether such rights are subject to tax upon the receipt of the rights and/or upon the receipt of payments under such rights depends on whether the Compensatory Payment Rights should be treated for U.S. federal income tax purposes as a “closed transaction,” an “open transaction,” or in some other manner, and such questions are inherently factual in nature. Pursuant to U.S. Treasury Regulations addressing contingent payment obligations analogous to the Compensatory Payment Rights, if the fair market value of the Compensatory Payment Rights is “reasonably ascertainable,” a Public Holder should treat the receipt of a Compensatory Payment Right as a “closed transaction.” On the other hand, if the fair market value of the Compensatory Payment Rights cannot be reasonably ascertained, a Public Holder should treat the receipt of a Compensatory Payment Right as an “open transaction.” These U.S. Treasury Regulations state that only in “rare and extraordinary” cases would the value of contingent payment obligations not be reasonably ascertainable.

Under “closed transaction” treatment, a Public Holder would generally be treated under Section 304 of the Code as receiving a payment in redemption of New Sirius Common Stock on the Merger Effective Date in an amount equal to the fair market value (determined as of the Merger Effective Date) of such holder’s Compensatory Payment Right. Depending on the Public Holder’s particular circumstances, the Public Holder may be treated as either (a) recognizing capital gain or loss equal to the difference between the fair market value of such holder’s Compensatory Payment Right and its tax basis in the New Sirius Common Stock deemed exchanged therefor (with the basis of such New Sirius Common Stock determined as if such stock were received in the Merger in exchange for Sirius XM Common Stock, as described above) or (b) receiving a distribution in an amount equal to the fair market value of such holder’s Compensatory Payment Right, which would generally be taxed (i) as a dividend to the extent of New Sirius’ and Sirius XM Holdings’ current and accumulated earnings and profits, then (ii) as a non-taxable return of capital to the extent of such holder’s tax basis in its shares of New Sirius Common Stock, and thereafter (iii) as capital gain with respect to the remaining value.

Under “open transaction” treatment, a Public Holder would generally not be treated as receiving a payment in redemption of New Sirius Common Stock on the Merger Effective Date. Instead, each future cash payment (if any) made in respect of such holder’s Compensatory Payment Right would generally be

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of certain indebtedness of New Sirius and its consolidated subsidiaries (assuming that the Transactions have been completed) and does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the corresponding agreements related thereto, including the definitions of certain terms therein, which are incorporated by reference into this proxy statement/notice/prospectus/information statement. In addition to the below summary, for information regarding outstanding indebtedness of Sirius XM Radio, please refer to Sirius XM Holdings’ consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference into this proxy statement/notice/prospectus/information statement. See the section entitled “Additional Information — Where You Can Find More Information.”

Following completion of the Transactions, New Sirius and its consolidated subsidiaries will have significant indebtedness outstanding.

New Sirius

3.75% Convertible Senior Notes due 2028

Concurrently with the completion of the Split-Off, New Sirius will enter into a supplemental indenture by which New Sirius will assume all obligations under Liberty Media’s 3.75% convertible senior notes due 2028 (the 3.75% Convertible Senior Notes due 2028). The 3.75% Convertible Senior Notes due 2028 were issued by Liberty Media on March 10, 2023 and are attributed to the Liberty SiriusXM Group. Subject to certain terms and conditions, the 3.75% Convertible Senior Notes due 2028 are convertible, at Liberty Media’s election, into cash, shares of LSXMA or a combination of cash and shares of LSXMA.

As of March 31, 2024, the conversion rate for the 3.75% Convertible Senior Notes due 2028 was 35.4563 shares of LSXMA per $1,000 principal amount of notes, equivalent to a conversion price of approximately $28.20 per share of LSXMA. In connection with the Split-Off and the supplemental indenture, the shares issuable upon conversion of the 3.75% Convertible Senior Notes due 2028 will be changed from LSXMA shares to shares of New Sirius Common Stock and the conversion rate will be adjusted to reflect the Redemption.

As of March 31, 2024, the principal amount of outstanding 3.75% Convertible Senior Notes due 2028 was approximately $575 million.

2.75% Exchangeable Senior Debentures due 2049

Concurrently with the completion of the Split-Off, New Sirius will enter into a supplemental indenture by which New Sirius will assume all obligations under Liberty Media’s 2.75% exchangeable senior debentures due 2049 (the 2.75% Exchangeable Senior Debentures due 2049). The 2.75% Exchangeable Senior Debentures due 2049 were issued by Liberty Media on November 26, 2019 and are attributed to the Liberty SiriusXM Group. Subject to certain terms and conditions, upon an exchange of debentures, Liberty Media, at its option, may deliver shares of Sirius XM Common Stock, shares of LSXMK, cash or a combination of shares of Sirius XM Common Stock, shares of LSXMK and/or cash. The number of shares of Sirius XM Common Stock attributable to a debenture represents an initial exchange price of approximately $8.62 per share. A total of approximately 70 million shares of Sirius XM Common Stock are attributable to the 2.75% Exchangeable Senior Debentures due 2049. In connection with the Split-Off and the supplemental indenture, the shares issuable upon exchange of the 2.75% Exchangeable Senior Debentures due 2049 will be changed to shares of New Sirius Common Stock to reflect the Merger Consideration.

The 2.75% Exchangeable Senior Debentures due 2049 may be redeemed by Liberty Media (or, following the Split-Off, New Sirius), in whole or in part, on or after December 1, 2024. Holders of the 2.75% Exchangeable Senior Debentures due 2049 have the right to require Liberty Media (or, following the Split-Off, New Sirius) to purchase their debentures on December 1, 2024. Pursuant to the terms of the 2.75% Exchangeable Senior Debentures due 2049, as a result of the Split-Off, holders of the 2.75% Exchangeable Senior Debentures due 2049 will also have the right to require New Sirius (as issuer by assumption of the

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2.75% Exchangeable Senior Debentures due 2049) to repurchase the 2.75% Exchangeable Senior Debentures due 2049 after completion of the Split-Off. The redemption and purchase price of the 2.75% Exchangeable Senior Debentures due 2049 will generally equal 100% of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. To the extent the 2.75% Exchangeable Senior Debentures due 2049 remain outstanding following expiration of the holders’ repurchase rights (and assuming no redemption right is exercised), the 2.75% Exchangeable Senior Debentures due 2049 will remain outstanding as indebtedness of New Sirius.

As of March 31, 2024, the adjusted principal amount of the 2.75% Exchangeable Senior Debentures due 2049 was approximately $585 million.

New Sirius’ Subsidiaries

Sirius XM Radio Term Loan A

On January 26, 2024, Sirius XM Radio entered into an amendment (Amendment No. 9) to its existing credit facility (the Sirius XM Radio Credit Agreement) that provides for the Sirius XM Radio Term Loan A in a principal amount of $1.1 billion arranged by BofA Securities, Inc., Morgan Stanley Senior Funding, Inc. and JPMorgan Chase Bank, N.A.

Prior to Amendment No. 9, the Sirius XM Radio Credit Agreement consisted of a (i) $1.75 billion senior secured revolving credit facility, from which Sirius XM could borrow and reborrow from time to time, and (ii) a $500 million incremental term loan, borrowings from each of which Sirius XM could use for working capital and other general corporate purchases, including share repurchases, dividends and the financing of acquisitions. Amendment No. 9 provides for certain changes to the Sirius XM Radio Credit Agreement, including the addition of the Sirius XM Radio Term Loan A in a principal amount of $1.1 billion. The obligations under the Sirius XM Radio Credit Agreement remain guaranteed by Sirius XM Radio’s material domestic subsidiaries, and are secured by a lien on substantially all of Sirius XM Radio’s assets and the assets of its material domestic subsidiaries, subject to certain exceptions. Subject to satisfaction of certain customary borrowing conditions, the Sirius XM Radio Term Loan A may be used to repay the Margin Loan and fund any required repurchases under the 2.75% Exchangeable Senior Debentures due 2049.

For more information regarding the debt of Sirius XM Radio and its subsidiaries, please refer to Sirius XM Holdings’ consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference into this proxy statement/notice/prospectus/information statement. See the section entitled “Additional Information — Where You Can Find More Information.”

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ADDITIONAL INFORMATION

Legal Matters

Legal matters relating to the validity of the securities to be issued in the Transactions will be passed upon by O’Melveny & Myers LLP. Legal matters relating to the U.S. federal income tax consequences of the Transactions will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP.

Experts

New Sirius

The combined financial statements of Liberty Sirius XM Holdings Inc. as of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023 have been included herein, in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon authority of such firm as experts in accounting and auditing.

Liberty Media

The consolidated financial statements of Liberty Media and subsidiaries as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 have been incorporated by reference in this proxy statement/notice/prospectus/information statement, in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference, and upon authority of such firm as experts in accounting and auditing.

Sirius XM Holdings

The consolidated financial statements of Sirius XM Holdings and subsidiaries as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 have been incorporated by reference in this proxy statement/notice/prospectus/information statement, in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference, and upon authority of such firm as experts in accounting and auditing.

Householding Information

Each of Liberty Media and Sirius XM Holdings has adopted a procedure, approved by the SEC, called “householding.” Under this procedure, stockholders of record entitled to receive this proxy statement/notice/prospectus/information statement who have the same address and last name will receive only one copy of this proxy statement/notice/prospectus/information statement, unless Liberty Media or Sirius XM Holdings, as applicable, is notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce Liberty Media’s and Sirius XM Holdings’ respective printing costs and postage fees.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of this proxy statement/notice/prospectus/information statement or if you hold Liberty Media’s or Sirius XM Holdings’, as applicable, voting stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact Broadridge Financial Solutions, Inc. by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by calling, toll-free in the U.S., 1-866-540-7095. If you participate in householding and wish to receive a separate copy of this proxy statement/notice/prospectus/information statement or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact Broadridge Financial Solutions, Inc. as indicated above.

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Stockholder Proposals

New Sirius

New Sirius’ first annual meeting of stockholders following the Merger Effective Time is currently expected to be held during May or June 2025. In order to be eligible for inclusion in New Sirius’ proxy materials for such annual meeting, any stockholder proposal must be submitted in writing to New Sirius’ Corporate Secretary and received at New Sirius’ executive offices at 1221 Avenue of the Americas, 35th Floor, New York, NY 10020, by the close of business on or after February 21, 2025 but no later than March 13, 2025, unless a later date is determined and announced in connection with the actual scheduling of the annual meeting.

All stockholder proposals for inclusion in New Sirius’ proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, New Sirius’ amended and restated charter and amended and restated bylaws and Delaware law.

Liberty Media

Based solely on the June 10, 2024 date of Liberty Media’s annual meeting of stockholders for the calendar year 2024 and the April 25, 2024 date of Liberty Media’s proxy statement for the 2024 annual meeting, (a) a stockholder proposal must have been submitted in writing to Liberty Media’s Corporate Secretary and received at Liberty Media’s executive offices at 12300 Liberty Boulevard, Englewood, Colorado 80112, by the close of business on December 30, 2024 in order to be eligible for inclusion in Liberty Media’s proxy materials for the annual meeting of stockholders for the calendar year 2025 (the 2025 annual meeting), and (b) a stockholder proposal, or any nomination by stockholders of a person or persons for election to the board of directors, must be received at Liberty Media’s executive offices at the foregoing address not earlier than March 12, 2025 and not later than April 11, 2025 to be considered for presentation at the 2025 annual meeting. Liberty Media currently anticipates that the 2025 annual meeting will be held during the second quarter of 2025. If the 2025 annual meeting takes place more than 30 days before or 30 days after June 10, 2025 (the anniversary of the 2024 annual meeting), a stockholder proposal, or any nomination by stockholders of a person or persons for election to the Liberty Media board of directors, will instead be required to be received at Liberty Media’s executive offices at the foregoing address not later than the close of business on the tenth day following the first day on which notice of the date of the 2025 annual meeting is communicated to stockholders or public disclosure of the date of the 2025 annual meeting is made, whichever occurs first, in order to be considered for presentation at the 2025 annual meeting. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Liberty Media nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than April 11, 2025.

All stockholder proposals for inclusion in Liberty Media’s proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, Liberty Media’s certificate of incorporation and bylaws and Delaware law.

Where You Can Find More Information

New Sirius is filing the registration statement with the SEC under the Securities Act with respect to the shares of New Sirius Common Stock to be offered by this proxy statement/notice/prospectus/information statement. This proxy statement/notice/prospectus/information statement is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits and schedules thereto. For further information with respect to New Sirius, please refer to the registration statement, including its exhibits and schedules. Statements made in this proxy statement/notice/prospectus/information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document.

Each of Liberty Media and Sirius XM Holdings is, and New Sirius will become, subject to the information and reporting requirements of the Exchange Act. In accordance with the Exchange Act, each of Liberty Media and Sirius XM Holdings files, and New Sirius will file, periodic reports, proxy statements and other information with the SEC. You may inspect any document that Liberty Media, Sirius XM

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Holdings or New Sirius files with the SEC, including the registration statement and its exhibits and schedules, on the Internet website maintained by the SEC at www.sec.gov. New Sirius’ website will be www.siriusxm.com, Liberty Media’s website is www.libertymedia.com and Sirius XM Holdings’ website is www.siriusxm.com, and each of New Sirius, Liberty Media and Sirius XM Holdings intend to make its periodic reports and other information filed with or furnished to the SEC available, free of charge, through its website, as soon as reasonably practicable after its reports and other information are electronically filed with or furnished to the SEC. Information contained on any website referenced in this proxy statement/notice/prospectus/information statement is not incorporated by reference in this proxy statement/notice/prospectus/information statement and does not constitute a part of this proxy statement/notice/prospectus/information statement. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/notice/prospectus/information statement at these websites only for your convenience.

You may request a copy of any of New Sirius’ or Liberty Media’s filings with the SEC at no cost, by writing or telephoning the office of:

Investor Relations
Liberty Media Corporation
12300 Liberty Blvd.
Englewood, Colorado 80112
Telephone: (877) 772-1518

You may request a copy of any of Sirius XM Holdings’ filings with the SEC at no cost, by writing or telephoning the office of:

Investor Relations
Sirius XM Holdings Inc.
1221 Avenue of the Americas, 35th Floor
New York, New York 10020
Telephone: (212) 584-5100

Before the Split-Off, if you have questions relating to the Split-Off, you should contact the office of Investor Relations of Liberty Media at the address and telephone number listed above.

New Sirius intends to furnish holders of New Sirius Common Stock, Liberty Media furnishes holders of Liberty Media common stock, and Sirius XM Holdings furnishes holders of Sirius XM Common Stock, with annual reports containing consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles and audited and reported on, with an opinion expressed by, an independent public accounting firm.

The SEC allows each of Liberty Media and Sirius XM Holdings to “incorporate by reference” information into this proxy statement/notice/prospectus/information statement, which means that Liberty Media and Sirius XM Holdings can disclose important information about itself to you by referring you to other documents. The information incorporated by reference is an important part of this proxy statement/notice/prospectus/information statement and is deemed to be part of this document except for any information superseded by the information contained in this document or in any other later filed document incorporated by reference into this document. Documents incorporated by reference herein will be made available to you, at no cost, upon your oral or written request to Liberty Media’s or Sirius XM Holdings’ Investor Relations office, as applicable. Liberty Media incorporates by reference the documents listed below that Liberty Media has previously filed with the SEC (other than any report or portion thereof furnished or deemed furnished under any Current Report on Form 8-K):

(a)

Liberty Media’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024;

(b)

Liberty Media’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 8, 2024;

(c)

Liberty Media’s Definitive Proxy Statement on Schedule 14A filed on April 25, 2024; and

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(d)

Liberty Media’s Current Reports on Form 8-K filed on April 1, 2024 and June 17, 2024 (other than any portion thereof not deemed to be filed pursuant to the rules promulgated under the Exchange Act).

Sirius XM Holdings incorporates by reference the documents listed below that Sirius XM Holdings has previously filed with the SEC (other than any report or portion thereof furnished or deemed furnished under any Current Report on Form 8-K):

(a)

Sirius XM Holdings’ Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 1, 2024;

(b)

Sirius XM Holdings’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on April 30, 2024;

(c)

Sirius XM Holdings’ Definitive Proxy Statement on Schedule 14A filed on April 8, 2024; and

(d)

Sirius XM Holdings’ Current Reports on Form 8-K filed on January 3, 2024, January 29, 2024, April 18, 2024, May 23, 2024 and June 17, 2024 (other than any portion thereof not deemed to be filed pursuant to the rules promulgated under the Exchange Act).

In addition, each of Liberty Media and Sirius XM Holdings incorporates by reference into this proxy statement/notice/prospectus/information statement any future filings it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement/notice/prospectus/information statement and prior to the date on which the Liberty Special Meeting is held (other than any report or portion thereof furnished or deemed furnished under any Current Report on Form 8-K). Such documents are considered to be a part of this proxy statement/notice/prospectus/information statement, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

This proxy statement/notice/prospectus/information statement includes and incorporates by reference information concerning Liberty Media and Sirius XM Holdings, each of which is a public company and files reports and other information with the SEC in accordance with the requirements of the Securities Act and the Exchange Act. Information included in, incorporated by reference in or included as an Annex to this proxy statement/notice/prospectus/information statement concerning Liberty Media or Sirius XM Holdings has been derived from the reports and other information filed by the respective company with the SEC. Neither Liberty Media nor New Sirius had a part in the preparation of those reports and other information. You may read and copy any reports and other information filed by these companies as set forth above.

This document is a proxy statement/notice/prospectus/information statement of New Sirius, Liberty Media and Sirius XM Holdings. None of New Sirius, Liberty Media or Sirius XM Holdings has authorized anyone to give any information or make any representation about the Transactions that is different from, or in addition to, that contained in this proxy statement/notice/prospectus/information statement or in any of the materials that is incorporated by reference into this proxy statement/notice/prospectus/information statement. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/notice/prospectus/information statement reads only as of the date of this proxy statement/notice/prospectus/information statement unless the information specifically indicates that another date applies.

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LIBERTY SIRIUS XM HOLDINGS INC.

COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)

	For the Three Months Ended March 31,
(in millions, except per share data)	2024			2023
Revenue:
Subscriber revenue		$	1,680		$	1,691
Advertising revenue			402			375
Equipment revenue			50			46
Other revenue			30			32
Total revenue			2,162			2,144
Operating expenses:
Cost of services:
Revenue share and royalties			703			700
Programming and content			157			150
Customer service and billing			116			122
Transmission			59			49
Cost of equipment			2			3
Subscriber acquisition costs			90			90
Sales and marketing			229			224
Engineering, design and development			86			79
General and administrative			124			161
Depreciation and amortization			155			161
Impairment, restructuring and acquisition costs			32			32
Total operating expenses			1,753			1,771
Income from operations			409			373
Other income (expense), net
Interest expense			(129)			(134)
Other income, net			29			59
Total other expense			(100)			(75)
Income before income taxes			309			298
Income tax expense			(68)			(68)
Net income			241			230
Less: net income attributable to noncontrolling interests			42			37
Net income attributable to Liberty Sirius XM Holdings Inc.		$	199		$	193
Unaudited pro forma net income attributable to Liberty Sirius XM Holdings Inc. per share – basic		$	0.59

See accompanying notes to the unaudited combined financial statements.

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LIBERTY SIRIUS XM HOLDINGS INC.

COMBINED BALANCE SHEETS
(UNAUDITED)

(in millions)	March 31, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents		$	135		$	306
Receivables, net			614			709
Related party current assets			33			36
Prepaid expenses and other current assets			369			310
Total current assets			1,151			1,361
Property and equipment, net			1,855			1,791
FCC Licenses			8,600			8,600
Other intangible assets, net			1,673			1,710
Goodwill			15,209			15,209
Equity method investments			1,642			715
Other long-term assets			681			670
Total assets		$	30,811		$	30,056
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	1,151		$	1,303
Accrued interest			75			174
Current portion of deferred revenue			1,162			1,195
Current maturities of debt, including $575 and $574 measured at fair value, respectively (Note 11)			1,080			1,079
Other current liabilities			243			192
Related party current liabilities			85			8
Total current liabilities			3,796			3,951
Long-term deferred revenue			84			88
Long-term debt, including $704 and $688 measured at fair value, respectively (Note 11)			10,056			10,073
Deferred tax liabilities			2,388			2,414
Other long-term liabilities			1,163			428
Total liabilities			17,487			16,954
Commitments and contingencies (Note 14)
Equity:
Parent’s investment			(5,270)			(5,284)
Accumulated other comprehensive income (loss), net of tax			(32)			7
Retained earnings			15,555			15,353
Total parent’s investment			10,253			10,076
Noncontrolling interests			3,071			3,026
Total equity			13,324			13,102
Total liabilities and equity		$	30,811		$	30,056

See accompanying notes to the unaudited combined financial statements.

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LIBERTY SIRIUS XM HOLDINGS INC.

COMBINED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the Three Months Ended March 31,
(in millions)	2024			2023
Cash flows from operating activities:
Net income		$	241		$	230
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			155			161
Non-cash impairment and restructuring costs			1			8
Unrealized (gains) losses on intergroup interests, net			—			(54)
Realized and unrealized (gains) losses on financial instruments, net			(18)			(2)
Loss (earnings) on unconsolidated entity investments, net			(5)			1
Share-based payment expense			48			48
Deferred income tax (benefit) expense			(17)			(13)
Amortization of right-of-use assets			11			10
Other charges (credits), net			24			4
Changes in operating assets and liabilities:
Receivables and other assets			55			36
Deferred revenue			(37)			(16)
Payables and other liabilities			(194)			(92)
Net cash provided by operating activities			264			321
Cash flows from investing activities:
Additions to property and equipment			(174)			(205)
Other investing activities, net			(180)			(37)
Net cash used in investing activities			(354)			(242)
Cash flows from financing activities:
Taxes paid from net share settlements for stock-based compensation			(17)			(15)
Revolving credit facility borrowings			230			548
Revolving credit facility repayments			(200)			(418)
Proceeds from long-term borrowings, net of costs			—			931
Repayments of long-term borrowings			(67)			(1,215)
Settlement of intergroup interests			—			202
Subsidiary shares repurchased by subsidiary			—			(62)
Dividends paid by subsidiary			(17)			(17)
Transactions with Parent, net (Note 12)			—			(1)
Other financing activities			(2)			37
Net cash used in financing activities			(73)			(10)
Net (decrease) increase in cash, cash equivalents and restricted cash			(163)			69
Cash, cash equivalents and restricted cash at beginning of period(1)			315			370
Cash, cash equivalents and restricted cash at end of period(1)		$	152		$	439

See accompanying notes to the unaudited combined financial statements.

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

(1)

Business & Basis of Presentation

On December 11, 2023, Liberty Media Corporation (“Liberty” or “Parent”) entered into definitive agreements, which were amended on June 16, 2024, subject to the terms thereof, to redeem each outstanding share of its Liberty SiriusXM common stock in exchange for a number of shares of common stock of a newly formed entity (“the Split-Off”), Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”) equal to the exchange ratio, as defined in the Reorganization Agreement dated as of December 11, 2023 (“Exchange Ratio”), by and among Liberty, Liberty Sirius XM Holdings and Sirius XM Holdings (as defined below) (as may be amended from time to time, the “Reorganization Agreement”). The Exchange Ratio will be calculated prior to the effective time of the redemption and is estimated to be approximately 0.83 of a share of Liberty Sirius XM Holdings. Liberty Sirius XM Holdings will be comprised of certain businesses, assets and liabilities attributed to the Liberty SiriusXM Group (“Liberty SiriusXM Group”), which, as of March 31, 2024, include Liberty’s approximate 83% interest in Sirius XM Holdings, Inc. (“Sirius XM Holdings”), corporate cash, Liberty’s 3.75% Convertible Senior Notes due 2028, Liberty’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty.

The accompanying combined financial statements represent a combination of the historical financial information of Sirius XM Holdings and the aforementioned assets and liabilities. These combined financial statements refer to the combination of Sirius XM Holdings and the aforementioned assets and liabilities as “Liberty Sirius XM Holdings,” “the Company,” “us,” “we” and “our” in the notes to the combined financial statements. “Sirius XM” refers to Sirius XM Holdings’ wholly owned subsidiary, Sirius XM Radio Inc., and its subsidiaries other than Pandora. “Pandora” refers to Sirius XM’s wholly owned subsidiary Pandora Media, LLC and its subsidiaries. The Split-Off will be accounted for at historical cost due to the pro rata nature of the distribution to holders of Liberty SiriusXM common stock. All significant intercompany accounts and transactions have been eliminated in the combined financial statements.

The accompanying (a) combined balance sheet as of December 31, 2023, which has been derived from audited financial statements, and (b) the interim unaudited combined financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the results for such periods have been included. Interim results are not necessarily indicative of results that may be expected for a full year. These combined financial statements should be read in conjunction with the combined financial statements and notes thereto for the year ended December 31, 2023.

Public companies are required to disclose certain information about their reportable operating segments. Operating segments are defined as significant components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We have determined that we have two reportable segments as our chief operating decision maker, who is the Chief Executive Officer of Sirius XM Holdings, assesses performance and allocates resources based on the financial results of these segments. Refer to Note 16 for information related to our segments.

We have evaluated events subsequent to the balance sheet date and prior to the filing of this proxy statement/notice/prospectus/information statement and have determined that no events have occurred that would require adjustment to our unaudited combined financial statements. Disclosure of relevant subsequent events have been included throughout these unaudited combined financial statements.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes.

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the accompanying unaudited combined financial statements include asset impairment, fair value measurement of non-financial instruments, depreciable lives of our satellites, share-based payment expense and income taxes.

Business

Sirius XM Holdings operates two complementary audio entertainment businesses — one of which it refers to as “Sirius XM” and the second of which it refers to as “Pandora and Off-platform”.

Sirius XM

The primary source of revenue from the Sirius XM business is subscription fees, with most of its customers subscribing to monthly, quarterly, semi-annual or annual plans. Sirius XM Holdings also derives revenue from advertising on select non-music channels, which is sold under the SiriusXM Media brand, direct sales of satellite radios and accessories, and other ancillary services. As of March 31, 2024, the Sirius XM business had approximately 33.4 million subscribers.

Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada Holdings Inc. (“Sirius XM Canada”). Sirius XM Canada’s subscribers are not included in Sirius XM’s subscriber count or subscriber-based operating metrics.

Pandora and Off-platform

The Pandora and Off-platform business operates a music, comedy and podcast streaming discovery platform, offering a personalized experience for each listener wherever and whenever they want to listen, whether through mobile devices, vehicle speakers or connected devices. Pandora enables listeners to create personalized stations and playlists, discover new content, hear artist- and expert-curated playlists, podcasts as well as search and play songs and albums on-demand. Pandora is available as (1) an ad-supported radio service, (2) a radio subscription service (Pandora Plus) and (3) an on-demand subscription service (Pandora Premium). As of March 31, 2024, Pandora had approximately 5.9 million subscribers.

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

Holdings, LLC (“SoundCloud”) to be its exclusive ad sales representative in the US and certain European countries and offer advertisers the ability to execute campaigns across the Pandora and SoundCloud platforms. It also has arrangements to serve as the ad sales representative for certain podcasts. In addition, through AdsWizz Inc., Sirius XM Holdings provides a comprehensive digital audio and programmatic advertising technology platform, which connects audio publishers and advertisers with a variety of ad insertion, campaign trafficking, yield optimization, programmatic buying, marketplace and podcast monetization solutions.

Split-Off of Liberty Sirius XM Holdings from Liberty

Following the Split-Off, Sirius XM Holdings will become a wholly-owned subsidiary pursuant to a merger of a subsidiary of the Company with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of the Company (the “Merger” and, collectively with the Split-Off, the “Transactions”) and stockholders of Sirius XM Holdings other than the Company and its subsidiaries will receive one-tenth of a share of the Company’s common stock for each share of Sirius XM Holdings common stock, thereby eliminating the noncontrolling interest in Sirius XM Holdings.

The Transactions are intended to generally be tax-free to holders of Liberty SiriusXM common stock and Sirius XM Holdings common stock (except with respect to any cash received by such holders) and the completion of the Transactions will be subject to various conditions, including the receipt of opinions of tax counsel.

A portion of Liberty’s general and administrative expenses, including legal, tax, accounting, treasury and investor relations support was allocated to the Company each period primarily based on an estimate of time spent on matters related to the Company. The Company paid approximately $3 for each of the three months ended March 31, 2024 and 2023 for such expenses, which are included in General and administrative in our combined statements of operations.

Following the Split-Off, Liberty and Liberty Sirius XM Holdings will operate as separate, publicly traded companies, and neither is expected to have any continuing stock ownership, beneficial or otherwise, in the other. In connection with the Split-Off, Liberty and Liberty Sirius XM Holdings have entered into the Reorganization Agreement and will enter into certain other agreements, including a tax sharing agreement, in order to govern the relationship between the two companies after the Split-Off.

The Reorganization Agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Liberty Sirius XM Holdings and Liberty with respect to and resulting from the Split-Off. The tax sharing agreement will provide for the allocation and indemnification of tax liabilities and benefits between Liberty and Liberty Sirius XM Holdings and other agreements related to tax matters.

Refer to Note 2, Summary of Significant Accounting Policies, in the audited combined financial statements included in this proxy statement/notice/prospectus/information statement for a description of significant accounting policies.

Reclasses

Certain prior period amounts have been reclassified for comparability with the current year presentation.

Recently Adopted Accounting Policies

In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, which expands the population of investments for which an investor may elect to apply the proportional amortization method.

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

Under this ASU, an investor in a tax equity investment may elect the proportional amortization method for qualifying investments on a tax credit program-by-program basis. We adopted ASU 2023-02 as of January 1, 2024 using the modified retrospective approach.

Adoption of the new standard resulted in the recording of additional Equity method investments, Related party current liabilities, Other Long-term liabilities, Deferred tax liabilities and a cumulative effect adjustment to opening retained earnings. The effects of the changes made to our unaudited combined balance sheet as of January 1, 2024 for the adoption of ASU 2023-02 are included in the table below.

	Balance at December 31, 2023		Adjustments Due to ASU 2023-02		Balance at January 1, 2024
Balance Sheet
Equity method investments		715		122		837
Related party current liabilities		8		15		23
Other long-term liabilities		428		109		537
Deferred tax liabilities		2,414		(5)		2,409
Retained earnings		15,353		3		15,356

(2)

Pro Forma Net Income per Share

Pro forma net income per common share is computed by dividing net income by the number of shares expected to be issued in the Split-Off and the Merger. Shares of the Company’s common stock to be issued in the Split-Off, if the Split-Off had occurred on March 31, 2024, are a number of shares, equal to the aggregate number of shares of Liberty SiriusXM Series A, Series B and Series C common stock and Liberty granted restricted stock (“RSAs”) and restricted stock units (“RSUs”) (as discussed in Note 13) that would have been outstanding as of March 31, 2024, multiplied by the Exchange Ratio assuming a 0.83 Exchange Ratio for every share of aforementioned stock outstanding. In the Merger, minority interest stockholders in Sirius XM Holdings will receive one-tenth of a share of the Company’s common stock for each share of SiriusXM Holdings common stock, referred to below as the Minority Interest exchange ratio. Refer to Note 1 for additional information on the Transactions.

	Three Months Ended March 31, 2024
Numerator:
Net income attributable to Liberty Sirius XM Holdings Inc.		$	199
Denominator:
Total Liberty SiriusXM Shares			327
Exchange Ratio			0.83
Liberty SiriusXM Shares multiplied by the Exchange Ratio			271
Minority Interest Shares			641
Minority Interest exchange ratio			0.1
Minority Interest Shares multiplied by the Minority Interest exchange ratio			64
Total Shares			335
Pro forma net income attributable to Liberty Sirius XM Holdings Inc. per share – basic		$	0.59

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

(3)

Fair Value Measurements

The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of March 31, 2024 and December 31, 2023, the carrying amounts of cash and cash equivalents, receivables, and accounts payable approximated fair value due to the short-term nature of these instruments. Due to the variable rate nature of the Credit Facility (including the Incremental Term Loan) and Sirius XM Holdings Margin Loan, as defined in Note 11, the Company believes that the carrying amount approximates fair value at March 31, 2024 and December 31, 2023. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for input into valuation techniques as follows:

Level 1 input: unadjusted quoted prices in active markets for identical instrument;

ii.

Level 2 input: observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

iii.

Level 3 input: unobservable inputs developed using management’s assumptions about the inputs used for pricing the asset or liability.

Our assets and liabilities measured at fair value were as follows:

	March 31, 2024												December 31, 2023
	Level 1			Level 2			Level 3			Total Fair Value			Level 1			Level 2			Level 3			Total Fair Value
Cash equivalents		$	64		$	—		$	—		$	64		$	266		$	—		$	—		$	266
Financial instrument assets(a)		$	58		$	—		$	—		$	58		$	53		$	—		$	—		$	53
Debt(b)		$	—		$	1,279		$	—		$	1,279		$	—		$	1,262		$	—		$	1,262

(a)

Level 1 financial instrument assets are comprised of the Company’s deferred compensation plan assets. Refer to Note 13 for additional discussion.

(b)

The fair values of the corporate level exchangeable senior debentures and convertible senior notes are based on quoted market prices but are not considered to be traded on “active markets,” as defined by GAAP. Refer to Note 11 for additional discussion related to our debt.

Realized and Unrealized Gains (Losses) on Financial Instruments, net

Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following and are included in Other income, net on the combined unaudited statements of operations:

	Three Months Ended March 31,
	2024			2023
Debt measured at fair value(a)		$	15		$	109
Change in fair value of bond hedges			—			(110)
Other			3			3
Total		$	18		$	2

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

(a)

The Company elected to account for its corporate level exchangeable senior debentures and convertible senior notes using the fair value option. Changes in the fair value of the corporate level exchangeable senior debentures and convertible senior notes recognized in the combined statements of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the corporate level exchangeable senior debentures and convertible senior notes attributable to changes in the instrument specific credit risk was a loss of $31 and a loss of $3 for the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2023, the Company recognized $24 of previously unrecognized gains related to the retirement of a portion of Liberty’s 1.375% Cash Convertible Senior Notes due 2023 and Liberty’s 2.125% Exchangeable Senior Debentures due 2048, which was recognized through Other income, net in the combined statements of operations. There was no retirement of debt measured at fair value during the three months ended March 31, 2024. The cumulative change since issuance was a loss of $101 as of March 31, 2024, net of the recognition of previously unrecognized gains and losses.

(4)

Restructuring Costs

During the three months ended March 31, 2024, Sirius XM Holdings further realigned its business to focus on strategic priorities, reducing the size of its workforce and recorded a charge of $12 primarily related to severance and other related costs. The restructuring charges were recorded to Impairment, restructuring and acquisition costs in our unaudited combined statements of operations.

During the three months ended March 31, 2023, Sirius XM Holdings initiated measures to pursue greater efficiency and to realign our business and focus on strategic priorities. As part of these measures, Sirius XM Holdings reduced the size of its workforce by approximately 475 roles, or 8%. Sirius XM Holdings recorded a charge of $23 primarily related to severance and other employee costs. In addition, Sirius XM Holdings vacated one of its leased locations. Sirius XM Holdings assessed the recoverability of the carrying value of the related operating lease right of use asset related to this location and determined that the carrying value of the asset was not recoverable. As a result, Sirius XM Holdings recorded an impairment of $5 to reduce the carrying value of the asset to its estimated fair value. Additionally, Sirius XM Holdings accrued expenses of $2 for which it will not recognize any future economic benefits, and it wrote off fixed assets of less than $1 in connection with furniture and equipment located at the impaired office space. The total restructuring and related impairment charge of $30 was recorded to Impairment, restructuring and acquisition costs in our unaudited combined statements of operations for the three months ended March 31, 2023.

(5)

Receivables, net

Receivables, net, includes customer accounts receivable, receivables from distributors and other receivables. We do not have any customer receivables that individually represent more than ten percent of our receivables.

Customer accounts receivable, net, includes receivables from our subscribers and advertising customers, including advertising agencies and other customers, and is stated at amounts due, net of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon our assessment of various factors. We consider historical experience, the age of the receivable balances, current economic conditions, industry experience and other factors that may affect the counterparty’s ability to pay. Bad debt expense is included in Customer service and billing expense in our unaudited combined statements of operations.

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

Receivables from distributors primarily include billed and unbilled amounts due from automakers for services included in the sale or lease price of vehicles, as well as billed amounts due from wholesale distributors of our satellite radios. Other receivables primarily include amounts due from manufacturers of our radios, modules and chipsets where we are entitled to subsidies and royalties based on the number of units produced. We have not established an allowance for doubtful accounts for our receivables from distributors or other receivables as we have historically not experienced any significant collection issues with automakers or other third parties and do not expect issues in the foreseeable future.

Receivables, net, consists of the following:

	March 31, 2024			December 31, 2023
Gross customer accounts receivable		$	553		$	631
Allowance for doubtful accounts			(14)			(15)
Customer accounts receivable, net		$	539		$	616
Receivables from distributors			52			56
Other receivables			23			37
Total receivables, net		$	614		$	709

(6)

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our annual impairment assessment of our two reporting units is performed as of the fourth quarter of each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles — Goodwill and Other, states that an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

As of March 31, 2024, there were no indicators of impairment, and no impairment losses were recorded for goodwill during the three months ended March 31, 2024 and 2023. As of March 31, 2024, the cumulative balance of goodwill impairments recorded was $956, which was recognized during the year ended December 31, 2020 and is included in the carrying amount of the goodwill allocated to our Pandora and Off-platform reporting unit.

As of each of March 31, 2024 and December 31, 2023, the carrying amount of goodwill for our Sirius XM and Pandora and Off-platform reporting units was $14,250 and $959, respectively.

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

(7)

Intangible Assets

Our intangible assets include the following:

		March 31, 2024									December 31, 2023
	Weighted Average Useful Lives	Gross Carrying Value			Accumulated Amortization			Net Carrying Value			Gross Carrying Value			Accumulated Amortization			Net Carrying Value
Recorded to Sirius XM Reporting Unit:
Indefinite life intangible assets:
FCC licenses	Indefinite		$	8,600		$	—		$	8,600		$	8,600		$	—		$	8,600
Trademarks	Indefinite			930			—			930			930			—			930
Definite life intangible assets:
Customer relationships	15 years			570			(428)			142			570			(418)			152
OEM relationships	15 years			220			(152)			68			220			(149)			71
Licensing agreements	15 years			285			(232)			53			285			(228)			57
Software and technology	7 years			28			(22)			6			28			(22)			6
Due to Acquisitions recorded to Pandora and Off-platform Reporting Unit:
Indefinite life intangible assets:
Trademarks	Indefinite			312			—			312			312			—			312
Definite life intangible assets:
Customer relationships	8 years			442			(292)			150			442			(279)			163
Software and technology	5 years			391			(379)			12			391			(372)			19
Total intangible assets			$	11,778		$	(1,505)		$	10,273		$	11,778		$	(1,468)		$	10,310

Indefinite Life Intangible Assets

We have identified our FCC licenses and XM and Pandora trademarks as indefinite life intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are used and the effects of obsolescence on their use.

We hold FCC licenses to operate our satellite digital audio radio service and provide ancillary services. Each of the FCC licenses authorizes us to use radio spectrum, a reusable resource that does not deplete or exhaust over time.

Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of March 31, 2024, there were no indicators of impairment, and no impairment loss was recognized for intangible assets with indefinite lives during the three months ended March 31, 2024 and 2023.

Definite Life Intangible Assets

Amortization expense for all definite life intangible assets was $38 and $51 for the three months ended March 31, 2024 and 2023, respectively. There were no retirements or impairments of definite lived intangible assets during the three months ended March 31, 2024 and 2023.

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

The expected amortization expense for each of the fiscal years 2024 through 2028 and for periods thereafter is as follows:

Years ending December 31,	Amount
2024		$	94
2025			124
2026			123
2027			75
2028			15
Thereafter			—
Total definite life intangible assets, net		$	431

(8)

Property and Equipment

Property and equipment, net, consists of the following:

	March 31, 2024			December 31, 2023
Satellite system		$	1,598		$	1,598
Capitalized software and hardware			2,174			2,178
Construction in progress			706			538
Other			645			627
Total property and equipment			5,123			4,941
Accumulated depreciation			(3,268)			(3,150)
Property and equipment, net		$	1,855		$	1,791

Construction in progress consists of the following:

	March 31, 2024			December 31, 2023
Satellite system		$	565		$	490
Capitalized software and hardware			115			17
Other			26			31
Construction in progress		$	706		$	538

Depreciation and amortization expense on property and equipment was $117 and $110 for the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024 and 2023, we recorded impairment charges of $1 and $2, respectively, primarily related to terminated software projects.

We capitalize a portion of the interest on funds borrowed to finance the construction and launch of our satellites. Capitalized interest is recorded as part of the asset’s cost and depreciated over the satellite’s useful life. Capitalized interest costs were $6 and $3 for the three months ended March 31, 2024 and 2023, respectively, which related to the construction of our SXM-9, SXM-10, SXM-11 and SXM-12 satellites. We also capitalize a portion of share-based compensation related to employee time for capitalized software projects. Capitalized share-based compensation costs were $5 for each of the three months ended March 31, 2024 and 2023.

F-17

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

Satellites

As of March 31, 2024, we operated a fleet of five satellites. Each satellite requires an FCC license, and prior to the expiration of each license, we are required to apply for a renewal of the FCC satellite license. The renewal and extension of our licenses is reasonably certain at minimal cost, which is expensed as incurred. The chart below provides certain information on our satellites as of March 31, 2024:

Satellite Description	Year Delivered		Estimated End of Depreciable Life		FCC License Expiration Year
SIRIUS FM-5		2009		2024		2025
SIRIUS FM-6		2013		2028		2030
XM-3		2005		2020		2026
XM-5		2010		2025		2026
SXM-8		2021		2036		2029

Our XM-3 satellite remains available as an in-orbit spare.

(9)

Leases

We have operating and finance leases for offices, terrestrial repeaters, data centers and certain equipment. Our leases have remaining lease terms of less than 1 year to 19 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. We elected the practical expedient to account for the lease and non-lease components as a single component. Additionally, we elected the practical expedient to not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the lease commencement date.

The components of lease expense were as follows:

	For the Three Months Ended March 31,
	2024			2023
Operating lease cost		$	15		$	21
Finance lease cost			2			—
Sublease income			(1)			(1)
Total lease cost		$	16		$	20

During the three months ended March 31, 2023, we ceased using one of our leased locations and recorded an impairment charge of $5 to write down the carrying value of the right-of-use asset to its estimated fair value. Refer to Note 4 for additional information.

(10)

Related Party Transactions

In the normal course of business, we enter into transactions with related parties such as our tax equity investments and with Sirius XM Canada and SoundCloud.

Tax Equity Investments

The Company has entered into certain tax-effective clean energy technology investments. During the three months ended March 31, 2024 and 2023, we invested $179 and $39 in these investments, respectively. As of January 1, 2024, we adopted ASU 2023-02 using the modified retrospective approach and have

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LIBERTY SIRIUS XM HOLDINGS INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts or otherwise stated)

accounted for these investments using the proportional amortization method. The unamortized investment balance as of March 31, 2024 was $972 and was recorded to Equity method investments in our unaudited combined balance sheets. Under the proportional amortization method, the investment balances are being amortized over the term of the investments based on the current period income tax benefits as a proportion to the total expected income tax benefits. We also recorded liabilities of $783 related to future contractual payments and contingent payments which we determined to be probable, of which $85 is recorded in Related party current liabilities and the balance is recorded in Other long-term liabilities in our unaudited combined balance sheets.

Sirius XM Canada

Sirius XM holds a 70% equity interest and 33% voting interest in Sirius XM Canada, a privately held corporation. We own 591 shares of preferred stock of Sirius XM Canada, which has a liquidation preference of one Canadian dollar per share.

Sirius XM Canada is accounted for as an equity method investment, and its results are not consolidated in our unaudited combined financial statements. Sirius XM Canada does not meet the requirements for consolidation as we do not have the ability to direct the most significant activities that impact Sirius XM Canada’s economic performance.

On March 15, 2022, Sirius XM and Sirius XM Canada entered into an amended and restated services and distribution agreement. Purs

	Liberty Sirius XM Holdings Inc.
	Unaudited Financial Statements:
	Combined Statements of Operations for three months ended March 31, 2024 and 2023					F-2
	Combined Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023					F-3
	Combined Balance Sheets as of March 31, 2024 and December 31, 2023					F-4
	Combined Statements of Equity for the three months ended March 31, 2024 and 2023					F-5
	Combined Statements of Cash Flows for the three months ended March 31, 2024 and 2023					F-7
	Notes to the Combined Financial Statements					F-9
	Audited Financial Statements:
	Report of Independent Registered Public Accounting Firm (KPMG LLP, Denver, CO, Auditor Firm ID:185)					F-36
	Combined Statements of Operations for the years ended December 31, 2023, 2022 and 2021					F-38
	Combined Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021					F-39
	Combined Balance Sheets as of December 31, 2023 and 2022					F-40
	Combined Statements of Equity for the years ended December 31, 2023, 2022 and 2021					F-41
	Combined Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021					F-42
	Notes to Combined Financial Statements					F-44
	Liberty Media Corporation
	Condensed Pro Forma Consolidated Financial Statements (unaudited)					F-87