MaxLinear (MXL) insider filing: replacement option and RSU awards

Rhea-AI Filing Summary

Form 4 — MaxLinear, Inc. (MXL): Steven G. Litchfield

The filing reports insider equity awards for Steven G. Litchfield (Chief Financial Officer and Chief Corporate Strategy Officer). On 07/27/2025 an outstanding option was amended: the "old" option (originally granted 08/10/2018, fully vested on 07/02/2022) was cancelled and a replacement option was granted. The replacement option covers 306,000 shares with an exercise price of $18.40, exercisable on 08/10/2025 and expiring 08/10/2028. Additionally, 77,760 Restricted Stock Units (RSUs) were granted on 08/04/2025, each representing one share, vesting one-third on 05/20/2026 and annually thereafter to full vesting on 05/20/2028. The form is signed by Connie Kwong as attorney-in-fact on 08/05/2025.

Positive

• Replacement option granted: 306,000 stock options with an $18.40 exercise price, exercisable 08/10/2025 and expiring 08/10/2028
• RSU award: 77,760 Restricted Stock Units granted 08/04/2025 with a clear vesting schedule (one-third on 05/20/2026; fully vested 05/20/2028)
• Documentation: Filing includes explicit cancellation of prior option (original grant 08/10/2018, fully vested 07/02/2022) and is signed by attorney-in-fact on 08/05/2025

Negative

• None.

Insights

Financial Analyst

TL;DR: The CFO received a replacement option for 306,000 shares and 77,760 RSUs with defined vesting/exercise dates.

The filing documents a compensation-related equity award and an amendment replacing a prior option. Key quantitative details are the 306,000 option award at an $18.40 exercise price (exercisable 08/10/2025, expiring 08/10/2028) and 77,760 RSUs vesting through 05/20/2028. For valuation or modeling, analysts will compare the exercise price to prevailing market prices on relevant dates and consider potential dilution impact, but those market prices are not provided in this filing.

Corporate Governance Expert

TL;DR: The disclosure shows a standard executive equity amendment and time-based RSU grant with explicit vesting schedule.

The form explicitly states the cancellation of an earlier option (granted 08/10/2018, fully vested 07/02/2022) and the issuance of a replacement option plus RSUs. The RSU vesting schedule is fully specified: one-third on 05/20/2026 and annual one-third installments to 05/20/2028. The filing includes required signatures and identifies the reporting person as both CFO and Chief Corporate Strategy Officer. No departures, sales, or regulatory issues are disclosed in the document.

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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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LITCHFIELD STEVEN G

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2025

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

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
Stock Option (right to buy)	$18.4	07/27/2025		D			306,000	(1)	08/10/2025	Common Stock	306,000	$0	0	D
Stock Option (right to buy)	$18.4	07/27/2025		A		306,000		(1)	08/10/2028	Common Stock	306,000	$0	306,000	D
Restricted Stock Units	(2)	08/04/2025		A		77,760		(3)	(3)	Common Stock	77,760	$0	77,760	D

Explanation of Responses:

1. The two reported transactions involved an amendment of an outstanding option, resulting in the cancellation of the "old" option and the grant of a replacement option. The option was originally granted on August 10, 2018 and became fully vested on July 2, 2022.

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

3. Subject to the Reporting Person's continuous status as a Service Provider (as defined in MaxLinear, Inc.'s Amended and Restated 2010 Equity Incentive Plan) on each applicable vesting date, one third (1/3rd) of the RSUs subject to the award shall vest on May 20, 2026, and one third (1/3rd) of the RSUs subject to the award vest annually on each May 20 thereafter, such that the award will be fully vested on May 20, 2028.

Remarks:

Chief Financial Officer and Chief Corporate Strategy Officer

	/s/ Connie Kwong, as Attorney-in-Fact	08/05/2025
	** 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 MXL Form 4 filed for Steven G. Litchfield report?

The Form 4 reports the cancellation of an earlier option and the grant of a replacement option for 306,000 shares and 77,760 RSUs to Steven G. Litchfield.

What is the exercise price and exercisable date of the replacement option in the MXL filing?

The replacement option has an exercise price of $18.40, is exercisable on 08/10/2025, and expires on 08/10/2028.

When were the RSUs granted and what is their vesting schedule?

The RSUs were granted on 08/04/2025; they vest one-third on 05/20/2026 and one-third annually thereafter, fully vesting on 05/20/2028.

What prior option was altered according to the filing?

The filing states the earlier option was originally granted on 08/10/2018 and became fully vested on 07/02/2022; it was cancelled as part of the amendment.

What is the reporting person's role at MaxLinear noted on the Form 4?

The reporting person is identified as Chief Financial Officer and Chief Corporate Strategy Officer.

When was the Form 4 signed and by whom?

The form is signed by Connie Kwong, as attorney-in-fact, dated 08/05/2025.