Material Event - Form 425

As previously disclosed, Sirius XM Holdings Inc., a Delaware corporation ("SiriusXM"), previously entered into that certain (i) Reorganization Agreement, dated as of December 11, 2023, by and among Liberty Media Corporation, a Delaware corporation ("Liberty Media"), Liberty Sirius XM Holdings Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Liberty Media ("SplitCo"), and SiriusXM, as amended by that certain First Amendment to the Reorganization Agreement, dated as of June 16, 2024, by and among Liberty Media, SplitCo and SiriusXM (collectively and as amended from time to time, the "Reorganization Agreement") and (ii) Agreement and Plan of Merger, dated as of December 11, 2023, by and among Liberty Media, SplitCo, SiriusXM and Radio Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of SplitCo ("Merger Sub"), as amended by that certain First Amendment to the Agreement and Plan of Merger, dated as of June 16, 2024, by and among Liberty Media, SplitCo, SiriusXM and Merger Sub (collectively and as amended from time to time, the "Merger Agreement").

Liberty Media has announced that at a special meeting held today of the holders of Series A Liberty SiriusXM common stock ("LSXMA") and Series B Liberty SiriusXM common stock ("LSXMB"), based on preliminary results of such special meeting, those holders approved the redemption by Liberty Media of each outstanding share of LSXMA, LSXMB and Series C Liberty SiriusXM common stock ("LSXMK") in exchange for a number of shares of common stock of SplitCo, equal to the Exchange Ratio (as defined in the Reorganization Agreement).

Assuming the conditions to the redemptive split-off set forth in the Reorganization Agreement (the "Split-Off") and the conditions to the merger of Merger Sub with and into SiriusXM, with SiriusXM surviving as a wholly-owned subsidiary of SplitCo, set forth in the Merger Agreement (the "Merger" and together with the Split-Off, the "Transactions") are satisfied or waived, as applicable, the parties intend that the Split-Off will be completed and effective as of 4:05 p.m., New York City time, on September 9, 2024 and that the Merger will be completed and effective as of 6:00 p.m., New York City time, on September 9, 2024. As part of the Transactions SplitCo will change its name to Sirius XM Holdings Inc. ("New SiriusXM"). SiriusXM expects that the common stock of New SiriusXM will begin trading on Nasdaq under the ticker symbol "SIRI" as of September 10, 2024.

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