Kris Sennesael joins MaxLinear (MXL) Board and Audit Committee
Filing Impact
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8-K
Rhea-AI Filing Summary
MaxLinear, Inc. appointed Kris Sennesael, Executive Vice President and Chief Financial Officer of Western Digital, to its Board of Directors effective February 13, 2026. The Board size is set at eight directors, and he will serve as a Class I director with a term expiring at the 2028 annual meeting.
Sennesael also joins the Audit Committee and will receive an annual cash retainer of $60,000 for board service and $10,000 for Audit Committee service. He was granted restricted stock with an estimated grant-date fair value of $380,000, split between an annual initial award that vests by May 1, 2026 and a full-term initial award that vests in three equal annual installments.
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| 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
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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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).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director
On February 13, 2026 , the board of directors (the “Board”) of MaxLinear, Inc. (the “Company,” “we,” “us” or “our”) fixed the size of the Board to eight directors and appointed Kris Sennesael to serve as a member of the Board, effective immediately. Mr. Sennesael will serve as a Class I director with a term expiring at the Company’s 2028 annual meeting of stockholders. Mr. Sennesael was also appointed to the Audit Committee of the Board, effective immediately.
In connection with Mr. Sennesael’s appointment to the Board, under our compensation program, Mr. Sennesael will be entitled to a base annual retainer of $60,000 per year for service as a Board member and a base annual retainer of $10,000 for his service as an Audit Committee member. In addition, in accordance with our outside director equity compensation policy, we granted Mr. Sennesael a restricted stock on the date of his appointment to the Board having an estimated fair value on the grant date of $380,000 (the “initial award”). The number of shares subject to the initial award was determined by dividing $380,000 by the closing price of a share of our common stock on the grant date and reduced in accordance with the next sentence. The initial award was divided into two equal tranches, the “annual initial award” and the “full term initial award” with the value of the annual initial award then reduced on a pro-rata basis to reflect the number of days Mr. Sennesael will actually serve as a director between his appointment date and May 1, 2026. Consistent with the terms of our outside director equity compensation policy, the “annual initial award” will vest fully on the earlier to occur of the next May 1 following Mr. Sennesael’s appointment date as a director (therefore, May 1, 2026) or the date immediately preceding our next annual meeting of stockholders, and the “full term initial award” will vest in three equal installments on each anniversary of the grant date. Beginning with our next annual meeting of stockholders, Mr. Sennesael will be eligible for equity award grants in accordance with our outside director equity compensation policy on the same terms as other continuing non-employee directors. We will also reimburse Mr. Sennesael for all reasonable expenses in connection with his services to us.
The Company intends to enter into an indemnification agreement with Mr. Sennesael in the same form as our standard form of indemnification agreement with our other directors and executive officers, a copy of which has been incorporated by reference to Exhibit 10.1 of our Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947) and is incorporated herein in its entirety by reference.
There is no arrangement or understanding between Mr. Sennesael and any other persons pursuant to which Mr. Sennesael was appointed as a director. In addition, Mr. Sennesael is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On February 17, 2026, the Company issued a press release announcing Mr. Sennesael’s appointment as a director. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | ||||
| 99.1 | Press Release dated February 17, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
2
SIGNATURES
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: | February 17, 2026 | MAXLINEAR, INC. | |||||||||
| (Registrant) | |||||||||||
| By: | /s/ Steven Litchfield | ||||||||||
| Steven Litchfield | |||||||||||
| Chief Financial Officer and Chief Corporate Strategy Officer | |||||||||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MaxLinear Appoints Kris Sennesael to Board of Directors
Carlsbad, Calif. – February 17, 2026 – MaxLinear, Inc. (Nasdaq: MXL), a leading provider of radio frequency (RF), analog, digital and mixed-signal integrated circuits, today announced the appointment of Kris Sennesael to its Board of Directors, effective February 13, 2026.
With more than 25 years of global financial and operational leadership in the semiconductor industry, Sennesael brings deep expertise in strategic planning, capital markets, and scaling high-growth technology businesses. He is currently Executive Vice President and Chief Financial Officer of Western Digital (WD), where he oversees the global finance organization.
“Kris’ extensive semiconductor industry experience, financial acumen, and track record of operational excellence make him an invaluable addition to MaxLinear’s Board of Directors,” said Kishore Seendripu, Chairman and CEO. “We look forward to drawing on his insight and expertise as we strategically invest for innovation and growth while maintaining our focus on delivering enduring shareholder value.”
Prior to WD, Sennesael served as Senior Vice President and Chief Financial Officer at Skyworks Solutions, where he played a pivotal role in driving the company’s profitable growth and operational efficiency. He previously held CFO positions at Enphase Energy and Standard Microsystems, contributing to successful transformations and market expansion initiatives. His background spans corporate finance, acquisition strategy, investor relations, and international operations. From 2022 to 2025, Sennesael also served as a director and audit committee chair for Maxeon Solar Technologies, a global leader in solar innovation.
“I am honored to join the MaxLinear Board at such a pivotal moment for the company,” said Sennesael. “MaxLinear’s differentiated technology roadmap, deep engineering talent, and disciplined operational execution create a powerful foundation for long-term value creation. I look forward to working with the Board and management team to help accelerate the company’s next phase of growth.”
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.
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 include, among others, statements regarding our ability to invest for innovation and growth; statements regarding our potential growth; statements regarding our ability to deliver shareholder value; and statements by Kris Sennesael and our Chairman and CEO. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements and our future financial performance and operating results forecasts generally. Forward-looking statements are based on management’s current, preliminary expectations and are subject to various risks and uncertainties. In particular, our future operating results are substantially dependent on our assumptions about market trends and conditions. Additional risks and uncertainties affecting our business, future operating results and financial condition include, without limitation, risks relating to: 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 other 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, and the impact of excess inventory in the channel on our customers’ expected demand for certain of our products and on our revenue; 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; 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; 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 Securities and Exchange Commission (SEC), including our Current Reports on Form 8-K, as well as the information to be set forth under the caption "Risk Factors" in MaxLinear's Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements are based on the estimates, projections and assumptions of management as of January 29, 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.
MaxLinear, Inc. Investor Relations Contact:
Leslie Green
lgreen@maxlinear.com
lgreen@maxlinear.com
FAQ
What did MaxLinear (MXL) announce in this 8-K filing?
MaxLinear announced the appointment of Kris Sennesael to its Board of Directors, effective February 13, 2026. He becomes a Class I director, joins the Audit Committee, and receives cash retainers plus a restricted stock grant under the company’s outside director compensation programs.
Who is Kris Sennesael, the new MaxLinear (MXL) director?
Kris Sennesael is Executive Vice President and Chief Financial Officer of Western Digital, with over 25 years of semiconductor industry experience. His background includes CFO roles at Skyworks Solutions, Enphase Energy, and Standard Microsystems, and board experience at Maxeon Solar Technologies.
What compensation will Kris Sennesael receive as a MaxLinear (MXL) director?
He will receive a base annual retainer of $60,000 for board service and $10,000 for Audit Committee service. Additionally, he was granted restricted stock valued at $380,000 on the grant date, structured into an annual initial award and a full-term initial award.
How do Kris Sennesael’s MaxLinear (MXL) equity awards vest?
His $380,000 restricted stock grant is split into two equal tranches. The annual initial award, pro-rated for his partial first year, fully vests by May 1, 2026, while the full-term initial award vests in three equal annual installments on each anniversary of the grant date.
What is Kris Sennesael’s term length on the MaxLinear (MXL) Board?
Kris Sennesael will serve as a Class I director with a term expiring at MaxLinear’s 2028 annual meeting of stockholders. After that meeting, his continued service would depend on stockholder re-election, consistent with the company’s classified board structure.
Does MaxLinear (MXL) disclose any related-party transactions with Kris Sennesael?
MaxLinear states there is no arrangement or understanding with any other person regarding his appointment as director. It also notes that he is not involved in transactions requiring disclosure under Item 404(a) of Regulation S-K, indicating no disclosable related-party transactions.
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