MXL Form 4/A: Director Thomas Pardun granted 15,741 RSUs

Rhea-AI Filing Summary

Thomas E. Pardun, a director of MaxLinear, Inc. (MXL), amended a Form 4 to report an award of 15,741 restricted stock units (RSUs) granted on 05/20/2025. Each RSU converts to one share of common stock and was reported with a zero grant price.

The RSUs vest 100% on the earlier of 05/01/2026 or the day immediately before the next annual meeting of stockholders, provided the reporting person remains a director. Following the reported transaction the reporting person beneficially owns 15,741 shares directly. The amendment corrects the number of RSUs previously reported on 05/22/2025.

Positive

• Amendment corrects prior filing to accurately report 15,741 RSUs
• Clear vesting terms tied to continued board service through 05/01/2026 or the next annual meeting
• Direct ownership disclosed post-transaction: 15,741 shares

Negative

• None.

Insights

Corporate Governance Analyst

Director equity grant aligns compensation with continued board service.

Board-level equity awards like these RSUs tie a director's economic interest to shareholder outcomes by converting to common stock on vesting, which encourages continued service through the vesting date of 05/01/2026 or the next annual meeting. The filing shows direct beneficial ownership of 15,741 shares after the award.

The principal governance dependency is continued tenure as a director to achieve vesting; early departure would forfeit the award under the stated terms. Investors can monitor board composition and the timing of the next annual meeting as near-term governance milestones.

Compensation & Dilution Specialist

This is a routine director RSU award with a fixed single-date vesting condition.

The award vests 100% on the earlier of 05/01/2026 or immediately before the next annual meeting, which is a time-limited retention instrument rather than graded service vesting. The grant was reported at a $0 per-share grant price because RSUs represent contingent rights to receive shares rather than cash payments.

Material dilution from a single award of 15,741 shares is likely limited unless combined with many similar grants; compare this to total shares outstanding to assess impact. Watch the company’s future equity grant cadence and aggregate outstanding RSUs for dilution trends over the next 12 months.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PARDUN THOMAS E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	15,741	$0.00	--

Holdings After Transaction: Restricted Stock Units — 15,741 shares (Direct)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock. This amendment is being filed to correct the number of RSUs reported in the Form 4 filed May 22, 2025. Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such date, one hundred percent (100%) of the RSUs subject to the award will vest on the earlier to occur of May 1, 2026 or the date immediately preceding the next annual meeting of stockholders.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PARDUN THOMAS E

(Last) (First) (Middle)

C/O MAXLINEAR, INC.

5966 LA PLACE COURT, SUITE 100

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAXLINEAR, INC [ MXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/22/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/20/2025		A		15,741(2)		(3)	(3)	Common Stock	15,741	$0	15,741	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

2. This amendment is being filed to correct the number of RSUs reported in the Form 4 filed May 22, 2025.

3. Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such date, one hundred percent (100%) of the RSUs subject to the award will vest on the earlier to occur of May 1, 2026 or the date immediately preceding the next annual meeting of stockholders.

Remarks:

	/s/ Connie Kwong, as Attorney-in-Fact	10/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the amended Form 4 for MaxLinear (MXL) disclose?

It disclosed an award of 15,741 RSUs to director Thomas E. Pardun, granted on 05/20/2025, with vesting on the earlier of 05/01/2026 or immediately before the next annual meeting.

How many shares will the RSUs convert into for MXL?

Each RSU converts to one share of common stock, so the award represents 15,741 potential shares upon vesting.

Does the Form 4 show a purchase price for the RSUs?

The RSUs were reported with a grant price of $0, consistent with restricted stock units that settle in shares rather than cash.

Why was the Form 4 amended?

The amendment corrects the number of RSUs originally reported on the Form 4 filed 05/22/2025.

When do the RSUs vest for the reporting person?

They vest 100% on the earlier of 05/01/2026 or the date immediately preceding the next annual meeting, subject to continued service as a director.