SiriusXM Prices $1.25 Billion Senior Notes Offering
Written by Emily J. Thompson, Senior Investment Analyst
Updated: 1 hour ago
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Should l Buy SIRI?
Source: PRnewswire
- Increased Offering Size: SiriusXM announced its subsidiary is pricing $1.25 billion of 5.875% Senior Notes, an increase of $250 million from the initial offering, indicating strong market demand for its financing needs, with the sale expected to close on March 4, 2026.
- Clear Use of Proceeds: The net proceeds from this offering will be used to purchase the 3.125% Senior Notes due 2026 and potentially redeem any unpurchased notes, further optimizing the company's capital structure and reducing future interest burdens.
- Attractive Interest Rate: The notes carry an annual interest rate of 5.875% and are sold at 100% of their principal amount, attracting qualified institutional buyers and reflecting market confidence in SiriusXM's financial health.
- Compliance and Risk Advisory: The notes are not registered under the Securities Act and will not be sold within the U.S., highlighting the company's adherence to regulations while needing to remain vigilant against competitive pressures and changes in consumer behavior.
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Analyst Views on SIRI
Wall Street analysts forecast SIRI stock price to rise
8 Analyst Rating
2 Buy
2 Hold
4 Sell
Hold
Current: 20.920
Low
18.00
Averages
23.13
High
30.00
Current: 20.920
Low
18.00
Averages
23.13
High
30.00
About SIRI
Sirius XM Holdings Inc. is an audio entertainment company in North America. The Company has a portfolio of audio businesses, including its flagship subscription entertainment service SiriusXM; the ad-supported and premium music streaming services of Pandora; an expansive podcast network, and a suite of business and advertising solutions. Its segments include Sirius XM and Pandora and Off-platform. The Sirius XM segment features music, sports, entertainment, comedy, talk, news, traffic and news channels and other content, as well as podcasts and infotainment services, in the United States on a subscription fee basis. Sirius XM's packages include live, curated, and certain exclusive and on-demand programming. The Pandora and Off-platform segment 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.
About the author

Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
- Revenue Decline: Sirius XM reported revenue of $8.6 billion in 2025, down from $9 billion in 2022, indicating significant growth challenges in a highly competitive market that may deter investor confidence.
- Subscriber Loss: The company ended 2025 with 31.3 million self-pay subscribers, a decline from its peak three years ago, reflecting a shift in consumer preference towards streaming platforms, which intensifies market competition.
- Free Cash Flow Growth: Despite these challenges, Sirius XM's free cash flow surged 24% year-over-year to $1.26 billion in 2025, with expectations to reach $1.5 billion by 2027, providing the company with the capacity to return capital to investors.
- Shareholder Returns: In 2025, Sirius XM paid $365 million in dividends, yielding 5.19%, and repurchased $136 million worth of shares in the past year, demonstrating a commitment to shareholder value amidst financial stability.
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- Tender Offer Initiation: Sirius XM Holdings Inc. announced that its subsidiary, Sirius XM Radio LLC, has commenced a cash tender offer for its outstanding 3.125% Senior Notes due 2026, aiming to purchase up to $1 billion in notes to optimize its capital structure and reduce interest expenses.
- Offer Terms Details: The purchase price will be determined based on the yield of U.S. Treasury securities plus a fixed spread of 50 basis points, with the offer set to expire on March 4, 2026, which could significantly enhance the company's financial flexibility if successful.
- Interest Payment Arrangements: Holders of the notes accepted for purchase will receive accrued interest from the last payment date up to the initial payment date, expected on March 5, 2026, further increasing the attractiveness of the offer to investors.
- Market Response and Risks: The success of the offer is contingent upon a concurrent senior notes offering expected to yield at least $1 billion in cash flow, and failure to complete this could adversely affect the company's financial stability.
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- Increased Offering Size: SiriusXM announced its subsidiary is pricing $1.25 billion of 5.875% Senior Notes, an increase of $250 million from the initial offering, indicating strong market demand for its financing needs, with the sale expected to close on March 4, 2026.
- Clear Use of Proceeds: The net proceeds from this offering will be used to purchase the 3.125% Senior Notes due 2026 and potentially redeem any unpurchased notes, further optimizing the company's capital structure and reducing future interest burdens.
- Attractive Interest Rate: The notes carry an annual interest rate of 5.875% and are sold at 100% of their principal amount, attracting qualified institutional buyers and reflecting market confidence in SiriusXM's financial health.
- Compliance and Risk Advisory: The notes are not registered under the Securities Act and will not be sold within the U.S., highlighting the company's adherence to regulations while needing to remain vigilant against competitive pressures and changes in consumer behavior.
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- Significant Stock Decline: As of February 23, Sirius XM's shares have plummeted 65% over the past five years, a trend that may deter investors and reflects market pessimism regarding its future growth prospects.
- Shareholder Influence: Despite facing challenges, Berkshire Hathaway's 37% stake in the company may compel some investors to take a closer look at the stock, particularly given Warren Buffett's leadership history.
- Improved Financial Health: Sirius XM's free cash flow surged 24% year-over-year to $1.26 billion in 2025, with expectations to reach $1.5 billion by 2027, providing the company with the financial capacity to return capital to shareholders.
- Weak Market Reaction: Despite the rise in free cash flow, Sirius XM's stock price has dropped 11% over the past year, indicating skepticism in the market about its growth potential, with a low forward P/E ratio of 7.4 suggesting investors should be cautious about potential capital gains.
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- Offering Plan: SiriusXM's subsidiary intends to offer $1 billion of senior notes due 2032, targeting qualified institutional buyers, which reflects the company's proactive stance towards capital market engagement.
- Use of Proceeds: The net proceeds from this offering will be utilized to purchase validly tendered 3.125% senior notes, which is expected to improve the company's debt structure and reduce interest expenses, thereby enhancing financial flexibility.
- Debt Status: As of December 31, 2025, SiriusXM has $1 billion of 3.125% notes outstanding, and plans to reduce this debt through a cash tender offer and redemption, further optimizing its capital structure.
- Market Compliance: The notes offering will comply with Rule 144A and Regulation S under the Securities Act of 1933, ensuring regulatory compliance and broadening the potential investor base, which enhances market confidence.
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- Presentation Schedule: SiriusXM CEO Jennifer Witz will present on March 3, 2025, at 8:30 a.m. PT during the Morgan Stanley Technology, Media & Telecom Conference, showcasing the company's strategic direction in the audio entertainment sector.
- Webcast Availability: The presentation will be available via webcast on the SiriusXM Investor Relations website, ensuring that investors and the public can access real-time updates on the company's latest developments, enhancing transparency and communication efficiency.
- Market Leadership: SiriusXM is the leading audio entertainment company in North America, with a diverse portfolio including its flagship subscription service SiriusXM and ad-supported Pandora music streaming, reaching approximately 170 million monthly listeners, solidifying its dominance in the audio market.
- Content Diversity: The company offers a rich mix of content, including music, talk, news, and sports programming, catering to various listener preferences, thereby enhancing user engagement and competitive positioning in the market.
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