John C. Malone filed Amendment No. 2 to a Schedule 13D with the SEC on November 9, 2026, disclosing that he ceased to be the beneficial owner of more than five percent of the outstanding common stock of Sirius XM Holdings Inc. as of November 6, 2026.

Key Highlights

  • Ownership drops below 5%: As of November 6, 2026, Malone ceased to be the beneficial owner of more than five percent of Sirius XM Holdings common stock.
  • Current beneficial ownership: Malone beneficially owns 16,127,021 shares, representing approximately 4.8% of the 336,486,715 shares outstanding as of October 27, 2026.
  • November 6 open market sales: A trust of which Malone is the sole trustee sold 2,000,000 shares in a series of open market transactions at prices ranging from $32.29 to $32.73 per share, with a volume weighted average purchase price of $32.51 per share.
  • Earlier option settlements: On October 29, 2026, the JM Revocable Trust disposed of 81,275 shares at $24.31 per share, and on October 30, 2026, it disposed of 93,500 shares at $24.31 per share, both through settlements of over-the-counter call options.
  • Ownership structure: The 16,127,021 shares are held across four vehicles: the LM Revocable Trust (1,045,714 shares), the JM Revocable Trust (13,097,251 shares), an LLC (1,881,000 shares), and a family trust (103,056 shares).

Malone's Sirius XM Stake Reduction: Key Transaction Details

According to the filing, the triggering event for this amendment was November 6, 2026, when Malone's beneficial ownership of Sirius XM Holdings Inc. (NASDAQ:SIRI) common stock fell below the five percent threshold. The filing states that "the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock" on that date. The amendment follows the original Schedule 13D filed September 9, 2024, and Amendment No. 1 filed June 10, 2026.

The filing discloses three separate disposal transactions. On October 29, 2026, the JM Revocable Trust disposed of 81,275 shares at $24.31 per share through the settlement of over-the-counter call options with a financial institution counterparty. The following day, October 30, 2026, an additional 93,500 shares were disposed of at the same price of $24.31 per share through a similar option settlement. Then on November 6, 2026, the JM Revocable Trust transferred 2,000,000 shares to a trust in which Malone is the sole trustee, and that trust sold 2,000,000 shares in open market transactions at prices from $32.29 to $32.73 per share, with a volume weighted average price of $32.51 per share.

The remaining beneficial ownership of 16,127,021 shares is spread across several entities. Malone disclaims beneficial ownership of the 1,045,714 shares held in the LM Revocable Trust, of which he and his wife Leslie Malone are co-trustees, and of the 103,056 shares held in a family trust managed by an independent trustee and one of his adult children. The share count outstanding used to calculate the 4.8% figure, 336,486,715 shares, is sourced from the issuer's Form 10-Q filed October 29, 2026, as stated in the filing.

What Was Disclosed

This Schedule 13D amendment discloses that John C. Malone's beneficial ownership of Sirius XM Holdings common stock fell to approximately 4.8%, or 16,127,021 shares, following share disposals in late October and early November 2026, dropping him below the five percent reporting threshold.