Liberty Media Corp - 09 Sep 2024 Form 4 Insider Report for SIRIUS XM HOLDINGS INC. (SIRI)

Footnote F1

The transactions reported herein relate to the split-off (the "Split-Off") described in the below Remarks section. In connection with such Split-Off, the Reporting Person's shares of common stock (the "Common Stock") of Sirius XM Inc. (formerly known as Sirius XM Holdings Inc., the "Issuer") and 2.75% Exchangeable Senior Debentures due 2049 (the "Debentures") were transferred to Sirius XM Holdings Inc. (formerly known as Liberty Sirius XM Holdings Inc., "New Sirius"). As the transfer of each of the Common Stock and the Debentures was part of a larger reorganization transaction involving the Reporting Person and New Sirius, the Reporting Person does not admit that there was a sale for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Footnote F2

Each $1,000 original principal amount of Debentures is exchangeable for the cash equivalent of 116.0227 shares of Common Stock as determined in the manner set forth in the indenture governing the Debentures.

Footnote F3

70,048,705 shares of Common Stock initially underlie the $603,750,000 original principal amount of the Debentures. The original principal amount of the Debentures was reduced to an adjusted principal amount of approximately $585,123,865 as of September 9, 2024 as a result of (i) an extraordinary additional distribution, (ii) excess regular cash dividends and (iii) rate maintaining adjustments made to maintain a 2.75% fixed interest rate on the adjusted principal amount of the Debentures.

Footnote F4

Each Debenture is exchangeable at the option of the holder during specified periods. Holders of the Debentures may put them to the Reporting Person on December 1, 2024, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the Reporting Person, (i) in whole or in part, on or after December 1, 2024 at any time, or (ii) in whole, but not in part, prior to December 1, 2024, after the occurrence of certain conditions or events. The redemption of any Debenture by the Reporting Person or a purchase of any Debenture pursuant to a holder's put right, shall be cash settled by the Reporting Person generally for a sum equal to (x) the adjusted principal amount of such Debentures, (y) accrued and unpaid interest on such Debenture and (z) any final period distribution on such Debenture.

Footnote F5

(Continued from footnote 4) The Reporting Person elected to treat the Transactions (as defined below) as a "fundamental change" pursuant to the terms of the indenture governing the Debentures.

Footnote F6

At the effective time of the Split-Off, a supplemental indenture to the Debentures transferred the Debentures and the obligations thereunder to New Sirius. Prior to the Split-Off, the Debentures were held directly by the Reporting Person.