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  4. [8-K] MAXLINEAR, INC Reports Material Event

MaxLinear swings to $28.9M Q3 2026 profit

The amended revolving facility provides up to $200 million in commitments, while the liquidity covenant threshold is reduced to $60 million.

Filing Impact
(High)
Filing Sentiment

Sentiment and the balance of points

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Form Type
8-K

Rhea-AI Filing Summary

MaxLinear, Inc. reported third-quarter 2026 revenue of $218.057 million, up 72% year over year and 29% sequentially. GAAP net income was $28.902 million, versus a $45.485 million loss a year earlier; diluted earnings were $0.30 per share versus a $0.52 loss. GAAP operating margin was 13.9%, compared with negative 32.7% in Q3 2025. The company said its infrastructure business was up 210% year over year.

For Q4 2026, MaxLinear estimates revenue of $240 million to $260 million under both GAAP and non-GAAP presentations. Non-GAAP diluted earnings per share were $0.62, compared with $0.14 a year earlier; the company says non-GAAP measures exclude specified expenses and are not a substitute for GAAP results.

An amendment adds $70 million in revolving commitments, bringing the facility to up to $200 million, and lowers the liquidity covenant threshold from $80 million to $60 million. Q3 operating activities used $13.590 million in cash, compared with $10.124 million provided in Q3 2025.

3 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

How the balance works

Positive

  • Moderate pointQ3 revenue reached $218.057 million, up 72% year over year.
  • Moderate pointGAAP operating margin was 13.9%, versus negative 32.7% a year earlier.
  • Minor pointMaxLinear's infrastructure business was up 210% year over year.

Negative

  • Minor pointQ3 operating cash flow: $13.590 million used, versus $10.124 million provided in Q3 2025.

Filing Explained

The Q3 cash-flow statement reports $40,000 thousand of revolver borrowing proceeds; at September 30, 2026, MaxLinear reported $164,062 thousand in long-term debt and $81,085 thousand in cash and equivalents.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $218.057 million Q3 2026; up 72% year over year and 29% sequentially
GAAP net income $28.902 million Q3 2026; compared with a $45.485 million loss in Q3 2025
GAAP operating margin 13.9% Q3 2026; compared with negative 32.7% in Q3 2025
Non-GAAP diluted net income per share $0.62 Q3 2026; up 343% year over year
Net cash used in operating activities $13.590 million used Q3 2026; compared with $10.124 million provided in Q3 2025
Revolving commitments $70 million incremental; up to $200 million total After the October 16, 2026 amendment
Estimated revenue $240 million to $260 million Q4 2026; GAAP and non-GAAP outlook
Infrastructure business growth 210% year over year Q3 2026
liquidity covenant financial
"amends MaxLinear’s liquidity covenant"
A liquidity covenant is a promise in a loan or bond agreement that the borrower will keep a minimum amount of easily available cash or short‑term assets, or meet a simple cash ratio, so it can pay bills and interest when due. Investors care because it reduces the chance of missed payments or default—think of it as a required safety reserve or fuel gauge that limits risky spending and protects lenders and shareholders by forcing more conservative cash management.
Incremental Commitments financial
"provide for $70 million in incremental revolving credit commitments"
revolving credit facility financial
"under MaxLinear’s senior secured revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
PAM4 DSP platform technical
"volume ramp of our Keystone PAM4 DSP platform"
non-GAAP diluted net income per share financial
"non-GAAP diluted net income per share"
Non-GAAP diluted net income per share is a company’s profit per share after accounting for all potential share dilution (like stock options or convertible securities), but adjusted by management to exclude certain items such as one-time costs, restructuring charges, or stock-based compensation. Investors use it like a cleaned-up view of earnings to judge recurring profitability—similar to looking at a car’s fuel efficiency after removing temporary load—while noting that the adjustments can make results less comparable if not scrutinized alongside standard GAAP figures.
Revenue $218.057 million Up 72% year over year and 29% sequentially
GAAP net income $28.902 million Compared with a $45.485 million loss in Q3 2025
GAAP diluted earnings per share $0.30 Compared with a $0.52 loss in Q3 2025
Non-GAAP diluted net income per share $0.62 Up 343% year over year
GAAP operating margin 13.9% Compared with negative 32.7% in Q3 2025
Guidance

For Q4 2026, estimated revenue is $240 million to $260 million under both GAAP and non-GAAP presentations. Estimated GAAP gross margin is 58.0% to 61.0%; non-GAAP gross margin is 59.0% to 62.0%.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were MXL's Q3 2026 revenue and earnings?
MaxLinear reported Q3 2026 revenue of $218.057 million, up 72% year over year and 29% sequentially. GAAP net income was $28.902 million, compared with a $45.485 million loss in Q3 2025.

What is MXL's Q4 2026 revenue outlook?
MaxLinear estimates Q4 2026 revenue of $240 million to $260 million under both GAAP and non-GAAP presentations. Estimated GAAP gross margin is 58.0% to 61.0%, and non-GAAP gross margin is 59.0% to 62.0%.

How did MXL amend its revolving credit facility?
The amendment adds $70 million in revolving commitments, bringing total commitments to up to $200 million. It also reduces the liquidity covenant threshold from $80 million to $60 million.

How much did MXL's infrastructure business grow?
MaxLinear said its infrastructure business was up 210% year over year, reflecting accelerated adoption of optical AI data center products. Management also cited the volume ramp of its Keystone PAM4 DSP platform.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR
0001288469false00012884692026-10-222026-10-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2026
MaxLinear, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3466614-1896129
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
5966 La Place Court, Suite 100, Carlsbad, California 92008
(Address of principal executive offices) (Zip Code)
(760) 692-0711
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stockMXLThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 1.01 Entry into a Material Definitive Agreement.
On October 16, 2026, MaxLinear, Inc. (“MaxLinear”) entered into an Amendment No. 3 to Credit Agreement (the “Third Amendment”), by and among MaxLinear, Exar Corporation, a Delaware corporation and a wholly-owned subsidiary of MaxLinear, MaxLinear Communications, LLC, a Delaware limited liability company and a wholly-owned subsidiary of MaxLinear, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (“Agent”). The Third Amendment amends that certain Credit Agreement, dated as of June 23, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the effectiveness of the Third Amendment, the “Credit Agreement”), by and among MaxLinear, the lenders from time to time party thereto and the Agent, to, among other things, provide for $70 million in incremental revolving credit commitments (the “Incremental Commitments”) under MaxLinear’s senior secured revolving credit facility (the “Revolving Facility”). After giving effect to the Incremental Commitments, the Revolving Facility provides for total revolving commitments in an aggregate principal amount of up to $200 million. The Third Amendment also amends MaxLinear’s liquidity covenant by reducing the threshold thereunder from $80 million to $60 million. The proceeds of the Revolving Facility may be used for working capital and general corporate purposes.
Certain of the lenders under the Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with MaxLinear or MaxLinear’s affiliates. The lenders and their affiliates have received, or may in the future receive, customary fees and commissions for these transactions.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference.
Item 2.02. Results of Operations and Financial Condition.
On October 22, 2026, MaxLinear issued a press release announcing its unaudited financial results for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibits 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
ExhibitDescription
10.1
Amendment No. 3 to Credit Agreement, dated as of October 16, 2026, by and among MaxLinear, Inc., Exar Corporation, MaxLinear Communications LLC, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent
99.1
Press Release, dated October 22, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
2

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:October 22, 2026MAXLINEAR, INC.
(Registrant)
By:/s/ Steven G. Litchfield
Steven G. Litchfield
Chief Financial Officer and Chief Corporate Strategy Officer
(Principal Financial Officer)

3

Exhibit 99.1
mxla01a01a42a.jpg
FOR IMMEDIATE RELEASE

MaxLinear, Inc. Announces Third Quarter 2026 Financial Results

•Q3 net revenue of $218.1 million, up 29% sequentially and up 72% year over year
•Infrastructure business up 210% year over year reflecting accelerated adoption of optical AI data center products

Carlsbad, Calif. – October 22, 2026 – MaxLinear, Inc. (Nasdaq: MXL), a leading provider of radio frequency (RF), analog, digital and mixed-signal integrated circuits, today announced financial results for the third quarter ended September 30, 2026.

Third Quarter Financial Summary
($ in thousands, except per share amounts)
GAAP
Three Months Ended
September 30,
2026		June 30,
2026		September 30,
2025		Q/QY/Y
Net revenue$218,057 $168,847 $126,459 29 %72 %
Gross Margin58.7 %57.8 %56.9 %90  bps180 bps
Operating Expenses$97,843 $101,848 $113,190 (4)%(14)%
Operating Margin13.9 %(2.5)%(32.7)%1,640  bps4,660 bps
Diluted Net Income (Loss) Per Share$0.30 $0.02 $(0.52)1400 %158 %

Non-GAAP
Three Months Ended
September 30,
2026		June 30,
2026		September 30,
2025		Q/QY/Y
Gross Margin60.0 %59.5 %59.1 %50  bps90 bps
Operating Expenses$66,515 $62,798 $59,546 6 %12 %
Operating Margin29.5 %22.3 %12.1 %720  bps1,740 bps
Diluted Net Income Per Share$0.62 $0.35 $0.14 77 %343 %
Management Commentary
“Our Q3 results underscore the significant growth inflection underway across MaxLinear’s overall business. We delivered 72% year-over-year revenue growth, including 210% growth year over year in AI datacenter-centric infrastructure revenue,” said Kishore Seendripu, Chairman and Chief Executive Officer of MaxLinear. “Strong momentum in our optical AI data center business reflects the volume ramp of our Keystone PAM4 DSP platform, as well as the strength of our expanding infrastructure portfolio and customer activity centered around our Rushmore and Annapurna product families of 1.6T-capable optical and electrical products. These solutions enable a broad range of emerging AI data center architectures. With the convergence of multiple growth drivers fueling our data center-focused business, new product introductions expanding our footprint and content, our relentless focus on innovation, operational excellence, and disciplined execution, we believe MaxLinear is well-positioned to deliver sustained growth, expanding profitability, and long-term value for our shareholders.”
1

Credit Agreement
MaxLinear today announced that it has amended its existing Credit Agreement with Wells Fargo and other lenders to increase the amounts available under the revolving credit facility by $70 million to $200 million. Additional details regarding the amended Credit Agreement are described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the SEC.
Fourth Quarter 2026 Business Outlook

The Company estimates the following (in millions):
GAAPNon-GAAP
(except for revenue)
Revenue
$240 - $260
$240 - $260
Gross Margin
58.0% - 61.0%
59.0% - 62.0%
Operating Expenses
$96 - $101
$65 - $70
Interest and Other Expense, Net
$3.5 - $4.3
$3.5 - $4.3
Income Tax Provision (Benefit)
$(1.5)
$1.5
Fully Diluted Share Count
99.7
99.7
Webcast and Conference Call
MaxLinear will host its third quarter financial results conference call today, October 22, 2026 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). To access this call, dial US toll free: 1-877-407-3109 / International: 1-201-493-6798. A live webcast of the conference call will be accessible from the investor relations section of the MaxLinear website at https://investors.maxlinear.com and will be archived and available after the call at https://investors.maxlinear.com until November 5, 2026. A replay of the conference call will also be available until November 5, 2026 by dialing US toll free: 1-877-660-6853 / International: 1-201-612-7415 and Conference ID#: 13763079.
2

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “seek,” “may,” “should,” “will,” “would” and similar references to future periods. Forward-looking statements include, among others, statements concerning our future financial performance (including our fourth quarter 2026,guidance); our potential for sustained growth and increasing profitability; anticipated growth in our optical data center and infrastructure businesses, including the ramp of our Keystone PAM4 DSP platform and the development, customer adoption, and anticipated availability of our Rushmore and Annapurna product families of 1.6T-capable optical and electrical products; customer engagement and demand trends; the timing and production ramp of new and existing products; settlement of bonus awards for our 2026 performance period; the amendment of our Credit Agreement, the increased commitments under our revolving credit facility, and our available borrowing capacity; and statements by our Chairman and CEO. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from any results expressed or implied by the forward-looking statements. Forward-looking statements are based on management’s current, preliminary expectations and are subject to various risks and uncertainties, including, without limitation, risks relating to: our dependence on the ramp of our optical data center and related connectivity products and the concentration of our anticipated growth in a limited number of hyperscale customers and scale-up and scale-out AI-platform programs, and the risk that adoption, program timing, qualification, or demand for AI and data center infrastructure does not develop or continue as anticipated, including risks related to the sustainability of current AI-related capital expenditure levels by our hyperscale customers; our terminated merger with Silicon Motion and related arbitration and class action complaint and the risks related to potential payment of damages; the effect of intense and increasing competition; increased tariffs, export controls or imposition of additional trade barriers; impacts of global economic conditions; the cyclical nature of the semiconductor industry; a significant variance in our operating results and impact on volatility in our stock price, and our ability to sustain our current level of revenue, which has previously declined, and/or manage future growth effectively; escalating trade wars, military conflicts and other geopolitical and economic tensions among the countries in which we conduct business; international geopolitical and military conflicts; our ability to obtain or retain government authorization to export certain of our products or technology; the loss of, or a significant reduction in orders from major customers; legal proceedings or potential violations of regulations; information technology failures; a decrease in the average selling prices of our products; failure to penetrate new applications and markets; development delays and consolidation trends in our industry; inability to make substantial and productive research and development investments; delays or expenses caused by undetected defects or bugs in our products; substantial quarterly and annual fluctuations in our revenue and operating results; failure to timely develop and introduce new or enhanced products; order and shipment uncertainties and differences between our estimates of customer demand and product mix and our actual results; failure to accurately predict our future revenue and appropriately budget expenses; lengthy and expensive customer qualification processes; customer product plan cancellations; failure to maintain compliance with government regulations; failure to attract and retain qualified personnel; any adverse impact of rising interest rates on us, our customers, and our distributors and related demand; our indebtedness, including borrowings under our revolving credit facility, our ability to comply with applicable covenants, and the possibility that committed borrowing capacity may not be available when needed; risks related to compliance with privacy, data protection and cybersecurity laws and regulations; risks related to conforming our products to industry standards; risks related to business acquisitions and investments; claims of intellectual property infringement; our ability to protect our intellectual property; security vulnerabilities of our products; use of open source software in our products; failure to manage our relationships with, or negative impacts from, third parties, including our dependence on third-party semiconductor foundries and supply chain partners; and future decisions relating to our stock repurchase program. In addition to these risks and uncertainties, investors should review the risks and uncertainties contained in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, and our Current Reports on Form 8-K. All forward-looking statements are based on the estimates, projections and assumptions of management as of October 22, 2026, and MaxLinear is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.


3

Use of Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented on a basis consistent with GAAP, we disclose certain non-GAAP financial measures, including, but not limited to, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating expenses as a percentage of net revenue, non-GAAP income (loss) from operations, non-GAAP income (loss) from operations as percentage of revenue, non-GAAP income (loss) before income taxes, non-GAAP interest and other income (expense), non-GAAP income tax provision (benefit), non-GAAP net income (loss), non-GAAP basic and diluted earnings or income (loss) per share, and non-GAAP diluted share count. These supplemental measures exclude the effects of (i) stock-based compensation expense; (ii) accruals related to our performance-based bonus plans, which we intend to settle, or have settled, in shares of our common stock; (iii) amortization of purchased intangible assets; (iv) research and development funded by others; (v) acquisition and integration costs related to our acquisitions, if any, including costs incurred related to the termination of the previously pending (now terminated) merger with Silicon Motion; (vi) impairment losses, if any; (vii) severance and other restructuring charges, if any; (viii) other non-recurring interest and other income (expenses), net, attributable to acquisitions; and (ix) non-cash income tax benefits and expenses. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP financial measures. Non-GAAP financial measures are subject to limitations and should be read only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance.
We believe that non-GAAP financial measures can provide useful information to both management and investors by excluding certain non-cash and other one-time expenses that we believe are not indicative of our core operating results. Among other uses, our management uses non-GAAP measures to compare our performance relative to forecasts and strategic plans and to benchmark our performance externally against competitors. In addition, management’s incentive compensation will be determined in part using these non-GAAP measures because we believe non-GAAP measures better reflect our core operating performance.
The following are explanations of each type of adjustment that we incorporate into non-GAAP financial measures:
Stock-based compensation expense relates to equity incentive awards granted to our employees, directors, and consultants. Our equity incentive plans are important components of our employee incentive compensation arrangements and are reflected as expenses in our GAAP results. Stock-based compensation expense has been and will continue to be a significant recurring expense for MaxLinear. While we include the dilutive impact of equity awards in weighted average shares outstanding, the expense associated with stock-based awards reflects a non-cash charge that we exclude from non-GAAP net income or loss.
Performance-based equity consists of accruals related to our executive and non-executive bonus programs and have been excluded from our non-GAAP net income or loss for all periods reported. Bonus payments for the 2025 performance periods were settled through the issuance of shares of common stock under our equity incentive plans in February 2026. We currently expect that a substantial portion of bonus awards under our fiscal 2026 program will be settled in common stock in the first quarter of fiscal 2027.
Expenses incurred in relation to acquisitions and other include amortization of purchased intangible assets resulting from acquisitions, acquisition and integration costs primarily consisting of professional and consulting fees, including costs incurred related to the terminated merger with Silicon Motion, and professional fees and expenses incurred in relation to certain intellectual property litigation.
Research and development funded by others represents proceeds received under contracts for jointly funded R&D projects to develop technology that may be commercialized into a product in the future. Initially such proceeds may not yet be recognized in GAAP results if, pursuant to contract terms, the Company may be required to repay all or a portion of the funds provided by the other party under certain conditions. Management believes it is not probable that it will trigger such conditions. Once such conditions have been resolved, the proceeds are recognized in GAAP results, and accordingly, reversed from non-GAAP results.
Restructuring charges incurred are related to our restructuring plans which eliminate redundancies and primarily include severance and restructuring costs related to impairment of leased right-of-use assets or from exiting certain facilities and cancellation of contracts.
Other expense includes accretion of discounts on obligations recorded as a result of abandoned leased facilities for which we continue to be obligated to pay but from which we will receive no future benefit.
4

Income tax benefits and expense adjustments are those that do not affect cash income taxes payable.
Reconciliations of non-GAAP measures for the historic periods disclosed in this press release appear below. Because of the inherent uncertainty associated with our ability to project certain future charges, particularly stock-based compensation and related tax effects and potential impairments, we are unable to predict such charges or their probable significance without unreasonable effort. Accordingly, in reliance on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K, we have not provided a reconciliation for non-GAAP guidance provided for the.fourth quarter 2026.
About MaxLinear, Inc.
MaxLinear, Inc. (Nasdaq:MXL) is a leading provider of radio frequency (RF), analog, digital and mixed-signal integrated circuits for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications. MaxLinear is headquartered in Carlsbad, California. For more information, please visit www.maxlinear.com.
MXL is MaxLinear’s registered trademark. Other trademarks appearing herein are the property of their respective owners.
MaxLinear, Inc. Investor Relations Contact:
Leslie Green
lgreen@maxlinear.com

5

MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Three Months EndedNine Months Ended
September 30, 2026June 30,
2026		September 30, 2025September 30, 2026September 30, 2025
Net revenue$218,057 $168,847 $126,459 $524,092 $331,205 
Cost of net revenue89,987 71,184 54,558 219,475 143,948 
Gross profit128,070 97,663 71,901 304,617 187,257 
Operating expenses:
Research and development60,642 56,033 54,252 169,837 156,908 
Selling, general and administrative36,947 45,751 47,674 125,155 117,624 
Restructuring charges254 64 11,264 792 24,723 
Total operating expenses97,843 101,848 113,190 295,784 299,255 
Income (loss) from operations30,227 (4,185)(41,289)8,833 (111,998)
Interest income465 474 874 1,572 2,550 
Interest expense(2,692)(2,269)(2,649)(7,158)(7,665)
Other income (expense), net170 (570)(324)(279)(5,978)
Total other income (expense), net(2,057)(2,365)(2,099)(5,865)(11,093)
Income (loss) before income taxes28,170 (6,550)(43,388)2,968 (123,091)
Income tax provision (benefit)(732)(8,310)2,097 17,443 (1,307)
Net income (loss)$28,902 $1,760 $(45,485)$(14,475)$(121,784)
Net income (loss) per share:
Basic$0.32 $0.02 $(0.52)$(0.16)$(1.41)
Diluted$0.30 $0.02 $(0.52)$(0.16)$(1.41)
Shares used to compute net income (loss) per share:
Basic90,816 90,043 87,186 89,497 86,368 
Diluted97,714 97,333 87,186 89,497 86,368 



6

MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(in thousands, except per share data)
Three Months EndedNine Months Ended
September 30, 2026June 30,
2026		September 30, 2025September 30, 2026September 30, 2025
GAAP gross profit$128,070 $97,663 $71,901 $304,617 $187,257 
Stock-based compensation123 130 164 404 601 
Performance-based equity84 84 136 223 247 
Amortization of purchased intangible assets2,528 2,529 2,582 7,639 7,746 
Non-GAAP gross profit130,805 100,406 74,783 312,883 195,851 
GAAP gross margin58.7 %57.8 %56.9 %58.1 %56.5 %
Non-GAAP gross margin60.0 %59.5 %59.1 %59.7 %59.1 %
GAAP operating expenses97,843 101,848 113,190 295,784 299,255 
Stock-based compensation(19,702)(27,348)(21,347)(66,927)(56,934)
Performance-based equity(9,093)(9,214)(11,111)(26,902)(23,719)
Amortization of purchased intangible assets(206)(207)(350)(619)(1,533)
Acquisition and integration and other costs(2,073)(2,217)(9,572)(10,815)(16,860)
Research and development funded by others— — — (500)(1,000)
Restructuring charges(254)(64)(11,264)(792)(24,723)
Non-GAAP operating expenses66,515 62,798 59,546 189,229 174,486 
GAAP income (loss) from operations30,227 (4,185)(41,289)8,833 (111,998)
Total non-GAAP adjustments34,063 41,793 56,526 114,821 133,363 
Non-GAAP income from operations64,290 37,608 15,237 123,654 21,365 
GAAP operating margin13.9 %(2.5)%(32.7)%1.7 %(33.8)%
Non-GAAP operating margin29.5 %22.3 %12.1 %23.6 %6.5 %
GAAP interest and other income (expense), net(2,057)(2,365)(2,099)(5,865)(11,093)
Non-recurring interest and other income (expense), net41 62 298 207 689 
Non-GAAP interest and other income (expense), net(2,016)(2,303)(1,801)(5,658)(10,404)
GAAP income (loss) before income taxes28,170 (6,550)(43,388)2,968 (123,091)
Total non-GAAP adjustments34,104 41,855 56,824 115,028 134,052 
Non-GAAP income before income taxes62,274 35,305 13,436 117,996 10,961 
GAAP income tax provision (benefit)(732)(8,310)2,097 17,443 (1,307)
Adjustment for non-cash tax benefits/expenses2,232 9,310 (797)(13,943)2,747 
Non-GAAP income tax provision1,500 1,000 1,300 3,500 1,440 
GAAP net income (loss)28,902 1,760 (45,485)(14,475)(121,784)
Total non-GAAP adjustments before income taxes34,104 41,855 56,824 115,028 134,052 
Less: total tax adjustments2,232 9,310 (797)(13,943)2,747 
Non-GAAP net income$60,774 $34,305 $12,136 $114,496 $9,521 
Shares used in computing GAAP and non-GAAP basic net income per share90,816 90,043 87,186 89,497 86,368 
Shares used in computing GAAP diluted net income (loss) per share97,714 97,333 87,186 89,497 86,368 
Dilutive common stock equivalents— — 671 5,484 600 
Shares used in computing non-GAAP diluted net income per share97,714 97,333 87,857 94,981 86,968 
Non-GAAP basic net income per share$0.67 $0.38 $0.14 $1.28 $0.11 
Non-GAAP diluted net income per share$0.62 $0.35 $0.14 $1.21 $0.11 
7

MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Three Months EndedNine Months Ended
September 30,
2026		June 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Operating Activities
Net income (loss)$28,902 $1,760 $(45,485)$(14,475)$(121,784)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Amortization and depreciation8,853 9,011 8,990 26,983 27,572 
Amortization of debt issuance costs and accretion of discount on debt and leases479 425 477 1,318 1,478 
Stock-based compensation19,824 27,479 21,511 67,330 57,535 
Deferred income taxes(3,059)(10,231)275 11,843 (6,080)
Loss on disposal of property and equipment490 200 261 690 1,161 
Reduction in the carrying amount of leased right-of-use assets1,721 1,795 1,848 5,336 5,632 
Impairment of leased right-of-use assets— — — 233 427 
(Gain) loss on extinguishment of lease liabilities3 (328)— (325)— 
(Gain) loss on foreign currency and other(148)466 211 99 5,672 
Excess tax (benefits) deficiencies on stock-based awards(1,886)(11,585)1,931 (12,501)4,205 
Changes in operating assets and liabilities:
Accounts receivable, net(22,344)(10,182)52,884 (27,259)32,530 
Inventory(8,232)(19,651)(298)(35,618)4,014 
Prepaid expenses and other assets(45,667)(14,763)1,173 (68,168)5,653 
Accounts payable, accrued expenses and other current liabilities4,634 18,251 (40,139)3,925 (15,546)
Accrued compensation7,262 11,690 15,047 28,473 26,896 
Accrued price protection liability(825)3,660 (5,681)3,874 (9,562)
Lease liabilities(2,543)(2,748)(2,928)(8,028)(8,705)
Other long-term liabilities(1,054)(440)47 (1,383)(1,885)
Net cash provided by (used in) operating activities(13,590)4,809 10,124 (17,653)9,213 
Investing Activities
Purchases of property and equipment(5,940)(2,338)(5,729)(9,662)(8,890)
Purchases of intangible assets(3,708)(810)(1,012)(5,373)(7,219)
Funding of convertible notes receivable— — — (2,000)— 
Net cash used in investing activities(9,648)(3,148)(6,741)(17,035)(16,109)
Financing Activities
Proceeds from borrowings under revolving credit facility40,000 20,000 — 60,000 — 
Repayment of borrowings under revolving credit facility— (20,000)— (20,000)— 
Proceeds from funding arrangement— 2,000 — 8,000 — 
Payment of debt issuance costs— (479)— (479)— 
Net proceeds from issuance of common stock, net of costs— 3,804 27 3,804 2,167 
Minimum tax withholding paid on behalf of employees for restricted stock units(94)(3,716)(12)(7,532)(2,213)
Net cash provided by (used in) financing activities39,906 1,609 15 43,793 (46)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(536)530 (388)(653)602 
Increase (decrease) in cash, cash equivalents and restricted cash16,132 3,800 3,010 8,452 (6,340)
Cash, cash equivalents and restricted cash at beginning of period93,732 89,932 110,253 101,412 119,603 
Cash, cash equivalents and restricted cash at end of period$109,864 $93,732 $113,263 $109,864 $113,263 
8

MAXLINEAR, INC.
UNAUDITED GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

September 30, 2026June 30, 2026September 30, 2025
Assets
Current assets:
Cash and cash equivalents$81,085 $64,814 $111,859 
Short-term restricted cash1,359 1,492 1,380 
Accounts receivable, net73,381 51,037 52,934 
Inventory113,722 105,490 86,329 
Prepaid expenses and other current assets121,648 75,829 31,630 
Total current assets391,195 298,662 284,132 
Long-term restricted cash27,420 27,426 24 
Property and equipment, net41,276 41,207 50,865 
Leased right-of-use assets18,095 19,724 14,624 
Intangible assets, net44,046 43,780 52,066 
Goodwill318,588 318,588 318,588 
Deferred tax assets65,419 62,361 74,764 
Other long-term assets10,390 10,823 13,070 
Total assets$916,429 $822,571 $808,133 
Liabilities and stockholders’ equity
Current liabilities$176,421 $168,124 $183,551 
Long-term lease liabilities13,776 15,465 12,133 
Long-term debt164,062 123,926 123,461 
Other long-term liabilities29,161 30,216 24,261 
Stockholders’ equity533,009 484,840 464,727 
Total liabilities and stockholders’ equity$916,429 $822,571 $808,133 

9

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