MaxLinear (NASDAQ: MXL) officer exercises RSUs, uses shares to pay taxes

Rhea-AI Filing Summary

MaxLinear, Inc. Corporate Controller & PAO Connie H. Kwong reported routine equity compensation activity involving restricted stock units (RSUs). On May 25, 2026, 3,713 RSUs converted into an equal number of common shares, and the company withheld 3,713 shares to cover tax obligations. After these transactions, she directly held 22,069 shares of common stock. Footnotes clarify this was related to previously deferred RSU vesting and was not an open-market trade.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding; no open-market trading.

Connie H. Kwong, Corporate Controller & PAO of MaxLinear, Inc., had 3,713 restricted stock units convert into common stock on May 25, 2026. This is recorded as a derivative exercise (code M) and reflects standard equity compensation mechanics.

The filing also shows an F-code transaction where 3,713 shares were withheld at $99.16 per share to satisfy tax obligations. F-code dispositions are not open-market sales; they simply use shares to pay taxes due on the vesting event.

After these moves, Kwong directly held 22,069 common shares. Footnotes explain that the RSUs vest in thirds annually through May 20, 2028 and that shares related to the May 20, 2026 vesting had been deferred. Overall, this looks like routine compensation and does not signal a discretionary buy or sell decision.

Insider Trade Summary

3,713 shares exercised/converted

Mixed 3 txns

Insider Kwong Connie H.

Role Corporate Controller & PAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,713	$0.00	--
Exercise	Common Stock	3,713	$0.00	--
Tax Withholding	Common Stock	3,713	$99.16	$368K

Holdings After Transaction: Restricted Stock Units — 13,608 shares (Direct, null); Common Stock — 22,069 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock. Includes 1,318 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 15, 2026. Subject to the Reporting Person's continuous status as a Service Provider (as defined in the 2010 Equity Incentive Plan) on each applicable vesting date, one third (1/3rd) of the RSUs subject to the award vested 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. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2026. On May 25, 2026, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is based on the closing price of the Company's Common Stock in trading on NASDAQ on May 22, 2026.

Key Figures

RSUs converted: 3,713 shares Shares withheld for taxes: 3,713 shares Tax withholding reference price: $99.16 per share +2 more

5 metrics

RSUs converted 3,713 shares Restricted Stock Units converted to common stock on May 25, 2026

Shares withheld for taxes 3,713 shares Withheld at $99.16 per share to satisfy tax obligations

Tax withholding reference price $99.16 per share Closing price on NASDAQ on May 22, 2026, used for withholding

Shares held after transactions 22,069 shares Direct common stock holdings following Form 4 transactions

ESPP shares acquired 1,318 shares Common stock acquired under 2010 Employee Stock Purchase Plan on May 15, 2026

Key Terms

Restricted Stock Units, Employee Stock Purchase Plan, Equity Incentive Plan, tax withholding obligations, +1 more

5 terms

Restricted Stock Units financial

"security_title": "Restricted Stock Units""

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Purchase Plan financial

"acquired under the Company's 2010 Employee Stock Purchase Plan on May 15, 2026."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Equity Incentive Plan financial

"as defined in the 2010 Equity Incentive Plan) on each applicable vesting date"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

tax withholding obligations financial

"Shares withheld by the Company to satisfy tax withholding obligations"

Service Provider financial

"Subject to the Reporting Person's continuous status as a Service Provider"

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).

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 CALIFORNIA 92008

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026

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

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

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

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(1)	05/25/2026		M		3,713	A	$0	22,069(2)	D
Common Stock	05/25/2026		F		3,713	D	$99.16	18,356	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)	05/25/2026		M			3,713	(3)	(3)	Common Stock	3,713	$0	13,608	D

Explanation of Responses:

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

2. Includes 1,318 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 15, 2026.

3. Subject to the Reporting Person's continuous status as a Service Provider (as defined in the 2010 Equity Incentive Plan) on each applicable vesting date, one third (1/3rd) of the RSUs subject to the award vested 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. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2026. On May 25, 2026, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is based on the closing price of the Company's Common Stock in trading on NASDAQ on May 22, 2026.

Remarks:

	/s/ Connie Kwong	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did MaxLinear (MXL) report for Connie H. Kwong?

MaxLinear reported routine equity compensation activity for Connie H. Kwong. On May 25, 2026, 3,713 restricted stock units converted into common shares, and the company withheld 3,713 shares to cover taxes, leaving her with 22,069 directly held shares after the transactions.

Did MaxLinear (MXL) Corporate Controller Connie Kwong sell shares on the open market?

The filing does not show an open-market sale by Connie Kwong. The F-code transaction reflects 3,713 shares withheld by the company at $99.16 per share to satisfy tax obligations on RSU vesting, which is different from a discretionary market sale of shares.

How many MaxLinear (MXL) shares does Connie Kwong hold after the Form 4 transactions?

After the reported transactions, Connie Kwong holds 22,069 MaxLinear shares directly. This balance reflects the conversion of 3,713 restricted stock units into common shares and the simultaneous withholding of 3,713 shares by the company to cover related tax liabilities.

What was the price used for MaxLinear (MXL) tax withholding on Connie Kwong’s RSUs?

The company used a $99.16 per share price for tax withholding. Footnotes state that shares withheld for tax obligations were based on the closing price of MaxLinear common stock on NASDAQ on May 22, 2026, resulting in 3,713 shares being withheld.

How do Connie Kwong’s MaxLinear (MXL) RSUs vest over time?

The RSU award vests in three equal annual installments. One third vested on May 20, 2026, with additional one-third portions vesting on each May 20 thereafter, so the grant becomes fully vested on May 20, 2028, assuming continuous service as a Service Provider.

What other MaxLinear (MXL) shares has Connie Kwong acquired through company plans?

Footnotes note additional shares from MaxLinear’s 2010 Employee Stock Purchase Plan. Specifically, her holdings include 1,318 shares of common stock acquired under that plan on May 15, 2026, in addition to shares received through restricted stock unit vesting.