SIRIUS XM HOLDINGS INC. 8K

Sirius XM Holdings Inc. agreed to a mutually negotiated separation with its EVP and COO, Wayne D. Thorsen, effective July 31, 2026, providing a $1,050,000 prorated bonus payment in exchange for a broad release, continued restrictive covenants, and standard separation terms, with no severance or equity acceleration.

Sirius XM Holdings Inc. entered into a Separation Agreement and General Release of Claims with its Executive Vice President and Chief Operating Officer, Wayne D. Thorsen, dated July 29, 2026, under which he will cease serving as EVP and COO and as an employee of the company effective July 31, 2026, in what both parties characterize as a mutually agreed separation rather than a termination without cause or resignation for good reason. The agreement provides for a lump-sum payment of $1,050,000, representing a prorated portion of his potential 2026 annual bonus, contingent on his timely execution and non-revocation of the agreement, and confirms that he will not receive severance, bonus or incentive compensation for 2026 or 2027 beyond this amount, nor any accelerated vesting of unvested equity, which will be forfeited on the separation date. Thorsen must return company property (with limited exceptions for personal devices stripped of confidential information), continue to comply with existing restrictive covenants relating to confidentiality, non-competition, and non-solicitation, and reasonably cooperate with the company in future litigation or investigations, for which he will be reimbursed for reasonable expenses. In exchange, he provides a broad general release of claims, including under the Age Discrimination in Employment Act and other employment-related statutes, subject to standard carve-outs, with an acknowledgment of having had the opportunity to consult counsel, and is granted symmetrical non-disparagement protections and continued indemnification and D&O-type insurance coverage where applicable. The agreement includes standard Section 409A tax-compliance provisions, arbitration and New York law governance terms, a merger clause superseding prior arrangements on the subject matter (while preserving specified employment agreement provisions and applicable equity award terms), and specifies that it becomes effective only after the statutory revocation period has expired, with the company noting that the agreement is required to be filed publicly with the SEC.

Filing Facts

CIK

908937

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-088449

Alert Tier

6