�鶹app

(14)����Stock-Based Compensation

�鶹app—Incentive Plans

�鶹app grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), restricted stock units (“RSUs”) and stock options to purchase shares of its common stock (collectively, “Awards”). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the GDFV of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Pursuant to the �鶹app 2022 Omnibus Incentive Plan (the “2022 Plan”), the Company may grant Awards in respect of approximately 21.3 million shares of Series A, Series B and Series C �鶹app common stock plus the shares remaining available for Awards under the prior �鶹app 2017 Omnibus Incentive Plan (the “2017 Plan”), as of close of business on May 24, 2022, the effective date of the 2022 Plan. Any forfeited shares from the 2017 Plan shall also be available again under the 2022 Plan. Awards generally vest over 1-5 years and have a term of 7-10 years. �鶹app issues new shares upon exercise of equity awards.

In connection with the Formula One Distribution, for �鶹app employees, directors, and Formula 1 employees, the number of shares subject to stock options of Series C �鶹app Formula One common stock as well as the corresponding exercise price were adjusted to preserve the intrinsic value of the Series C �鶹app Formula One common stock options and the ratio of the exercise price to the Series C �鶹app Formula One common stock market price pre-ex-dividend date.

In connection with the Reclassification, and with respect to �鶹app employees and directors, each holder of an outstanding option award to purchase shares of Series C common stock of �鶹app SiriusXM or �鶹app Formula One received a new option award to purchase shares of Series C common stock of �鶹app SiriusXM or �鶹app Formula One, respectively, along with new option awards to purchase Series C �鶹app Live common stock with appropriate adjustments being made to determine the number of shares and applicable exercise price subject to each such award after giving effect to the Reclassification. ��These adjustments were designed to preserve the intrinsic value and the ratio of the exercise price to market price associated with each original Series C common stock of �鶹app SiriusXM or �鶹app Formula One option award prior to the Reclassification.

In connection with the Reclassification, and with respect to Formula 1 employees, each holder of an outstanding option award to purchase shares of Series C �鶹app Formula One common stock received a new option award to purchase shares of Series C �鶹app Formula One common stock with appropriate adjustments being made to determine the number of shares and applicable exercise price subject to each such award after giving effect to the Reclassification. ��These

adjustments were designed to preserve the intrinsic value and the ratio of the exercise price to market price associated with each original Series C �鶹app Formula One common stock option award prior to the Reclassification.

�鶹app—Grants of Awards

Awards granted in 2023, 2022 and 2021 are summarized as follows:

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In addition to the stock option grants to the CEO, and in connection with his employment agreement, the Company granted PRSUs. During the years ended December��31, 2023 and 2021, the Company granted 81 thousand and 65 thousand PRSUs of Series��C common stock of �鶹app Formula One, respectively, and 31 thousand PRSUs of Series C common stock of �鶹app Braves during each of the years ended December 31, 2023 and 2021 to the CEO. Such PRSUs had a GDFV of $75.12 per share and $45.88 per share, respectively, and $34.44 per share and $31.24 per share, respectively, and cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is re-measured at each reporting period.

The Company did not grant any options to purchase shares of Series��A or Series��B �鶹app SiriusXM, �鶹app Formula One, �鶹app Live or �鶹app Braves common stock during the year ended December 31, 2023.

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made

in 2023, 2022 and 2021, the range of expected terms was 5.3 to 5.6 years. The volatility used in the calculation for Awards is based on the historical volatility of �鶹app’s stocks and the implied volatility of publicly traded �鶹app options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

The following table presents the ranges of volatilities used by the Company in the Black-Scholes Model for its stock option grants.

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�鶹app—Outstanding Awards

The following tables present the number and weighted average exercise price (“WAEP”) of options to purchase �鶹app common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.

�鶹app SiriusXM

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�鶹app Formula One

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�鶹app Live

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�鶹app Braves

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As of December 31, 2023, there were no outstanding Series A or Series B options to purchase shares of Series A or Series��B �鶹app SiriusXM common stock, �鶹app Formula One common stock or �鶹app Live common stock.

As of December��31, 2023, the total unrecognized compensation cost related to unvested Awards was approximately $29��million. Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 1.7��years.

As of December 31, 2023, 5.9��million, 6.6��million and 1.7��million shares of Series��C �鶹app SiriusXM, �鶹app Formula One and �鶹app Live common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock options.

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The aggregate intrinsic value of all options exercised during the years ended December��31, 2023, 2022 and 2021 was $43��million, $84��million and $144��million, respectively.

�鶹app—Restricted Stock and Restricted Stock Units

The Company had approximately 246 thousand, 283 thousand and 84 thousand unvested RSAs and RSUs of �鶹app SiriusXM, �鶹app Formula One and �鶹app Live common stock, respectively, held by certain directors, officers and employees of the Company as of December 31, 2023. These Series��A and Series��C unvested RSAs and RSUs of �鶹app SiriusXM, �鶹app Formula One and �鶹app Live common stock had a weighted average GDFV of $25.40, $66.51 and $34.24 per share, respectively.

The aggregate fair value of all RSAs and RSUs of �鶹app common stock that vested during the years ended December��31, 2023, 2022 and 2021 was $9��million, $16��million and $13��million, respectively.

Sirius XM Holdings—Stock-based Compensation

During the years ended December 31, 2023, 2022 and 2021, Sirius XM Holdings granted various types of stock awards to its employees and members of its board of directors. Stock-based awards are generally subject to a graded vesting

requirement, which is generally three to four years from the grant date.��Stock options generally expire ten years from the date of grant.����RSUs include PRSUs, the vesting of which are subject to the achievement of performance goals and the employee’s continued employment and generally cliff vest on the third anniversary of the grant date. Sirius XM Holdings calculates the grant-date fair value for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The weighted average volatility applied to the fair value determination of Sirius XM Holdings’ option grants during 2023, 2022 and 2021 was 32%, 31% and 33%, respectively. During the year ended December��31, 2023, Sirius XM Holdings granted approximately 9��million stock options with a weighted-average exercise price of $4.92 per share and a GDFV of $1.23 per share. As of December��31, 2023, Sirius XM Holdings has approximately 122��million options outstanding of which approximately 80��million are exercisable, each with a weighted-average exercise price per share of $5.60 and $5.50, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $40��million and $36��million, respectively. During the year ended December��31, 2023, Sirius XM Holdings granted approximately 47��million RSUs and PRSUs with a GDFV of $4.72 per share. The stock-based compensation related to Sirius XM Holdings stock options and RSAs was $184��million, $197��million and $202��million for the years ended December��31, 2023, 2022 and 2021, respectively. As of December��31, 2023, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options was $423��million. The Sirius XM Holdings unrecognized compensation cost will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 2.6 years.