[Form 4] MaxLinear, Inc. Insider Trading Activity

Rhea-AI Filing Summary

MaxLinear insider Connie Kwong reported receipt of shares from RSU vesting and related withholdings. On 09/01/2025 Ms. Kwong received 58,909 shares of MaxLinear common stock as restricted stock units settled upon vesting. The filing also shows 58,152 shares were disposed of at a reported price of $15.72 (reflecting shares withheld to satisfy tax/withholding obligations). After the transactions, Ms. Kwong directly beneficially owns the delivered shares and retains 2,126 RSUs that remain subject to future vesting through August 20, 2026.

Positive

• 58,909 shares delivered upon RSU vesting, increasing the reporting person's direct ownership
• Remaining 2,126 RSUs continue to align the reporting person's incentives with company performance through August 20, 2026

Negative

• 58,152 shares disposed at $15.72, indicating share withholding to satisfy tax obligations (reduces net newly acquired shares)

Insights

Securities Analyst

TL;DR: Routine executive equity vesting with tax-withholding disposition; neutral investor impact.

The Form 4 documents a common equity compensation event: partial settlement of an RSU award and contemporaneous withholding of shares to satisfy tax obligations. Receipt of 58,909 shares increases the reporting persons direct holdings, while 58,152 shares were disposed of at $15.72, consistent with share-withholding rather than an open-market sale. The remaining 2,126 RSUs indicate continued vesting exposure through August 20, 2026, aligning executive incentives with future service.

Corporate Governance Expert

TL;DR: Transaction reflects standard compensation mechanics, not a signal of material change.

The filing shows vesting per the 2010 Equity Incentive Plan schedule: 25% vested in 2023 and annual vesting through 2026. The near-equal number of shares delivered and withheld suggests tax settlement, not a discretionary sale. Such filings are routine disclosures of insider compensation and retention structures and do not disclose any change in executive role or material corporate events.

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

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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).

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^*

Kwong Connie H.

(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)
	Corporate Controller & PAO

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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
Common Stock	09/01/2025		M		757	A	(1)	58,909	D
Common Stock	09/01/2025		F		757	D	$15.72(2)	58,152	D

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)	09/01/2025		M			757	(3)	(3)	Common Stock	757	$0	2,126	D

Explanation of Responses:

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

2. The Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on August 20, 2025. On September 1, 2025, the deferred shares of Common Stock were delivered to the Reporting Person. The closing price of the Issuer's Common Stock on August 29, 2025 was the settlement price used to calculate the shares withheld.

3. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the 8,506 RSUs subject to the award vested on August 20, 2023, and twenty five percent (25%) of the RSUs subject to the award vests annually on each August 20 thereafter, such that the award will be fully vested on August 20, 2026.

Remarks:

	/s/ Connie Kwong	09/03/2025
	** 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 MXL insider Connie Kwong report on Form 4?

The Form 4 reports receipt of 58,909 shares from RSU vesting on 09/01/2025 and disposition of 58,152 shares at $15.72 to satisfy withholding.

Why were 58,152 shares disposed at $15.72?

The filing indicates those shares were withheld/disposed to satisfy tax or withholding obligations related to RSU settlement; the $15.72 price was used for that calculation.

How many RSUs remain outstanding for the reporting person?

After the reported transactions, the reporting person has 2,126 RSUs remaining that are subject to future vesting through 08/20/2026.

Does this Form 4 show an open-market sale by the insider?

No. The pattern (delivery of shares upon vesting and simultaneous withholding/disposition) is consistent with tax withholding, not an open-market sale.

What is the vesting schedule referenced in the filing?

The RSU award vests 25% on August 20, 2023 and 25% annually each August 20 thereafter, fully vesting on August 20, 2026.