MXL Form 4/A: 15,741 RSUs issued to director Greg Dougherty

Rhea-AI Filing Summary

Greg Dougherty, a director of MaxLinear, Inc. (MXL), amended his Form 4 to report an award of 15,741 restricted stock units (RSUs) granted with a transaction date of 05/20/2025. Each RSU converts to one share of common stock and the award was reported at a price of $0 because RSUs are not purchased. The amendment corrects the number of RSUs previously reported on 05/22/2025. The RSUs vest 100% on the earlier of 05/01/2026 or the date immediately preceding the next annual meeting of stockholders, provided the reporting person remains a director. Following the award, the reporting person beneficially owns 15,741 shares directly.

Positive

• 15,741 RSUs granted aligns a director's incentives with shareholders
• Vesting condition (100% on earlier of 05/01/2026 or prior to next annual meeting) provides clear service-based retention

Negative

• None.

Insights

Equity Compensation Analyst

Director received standard RSU grant that vests next year, aligning incentives with shareholders.

The award of 15,741 RSUs is a non‑cash long‑term compensation vehicle that converts to the same number of common shares on vesting. Such grants are commonly used to align a director's interests with stock performance without immediate dilution until settlement.

This grant vests 100% on the earlier of 05/01/2026 or the day before the next annual meeting, so the effective ownership change is contingent on continued service through that date. Investors should note the reported $0 price reflects grant accounting, not a market purchase, and monitor upcoming proxy disclosures for aggregate director pay totals within the next annual reporting cycle.

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
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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^*

Dougherty Greg

(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 Greg Dougherty report in the Form 4/A for MXL?

He reported an award of 15,741 restricted stock units (RSUs) with transaction date 05/20/2025, corrected via an amendment filed 05/22/2025.

When do the RSUs granted to the director vest?

The RSUs vest 100% on the earlier of 05/01/2026 or the date immediately preceding the next annual meeting of stockholders, contingent on continued service as a director.

How many shares will the RSUs convert to upon vesting?

Each RSU represents a contingent right to one share of common stock, so 15,741 RSUs would convert to 15,741 shares upon settlement.

Was there a purchase price for the reported RSUs?

No. The RSUs are reported with a price of $0, reflecting that they were granted rather than purchased.

Does the Form 4/A indicate direct or indirect ownership?

The filing shows direct ownership of the 15,741 RSUs following the reported transaction.