MaxLinear (MXL) controller settles RSUs and withholds stock for taxes

Rhea-AI Filing Summary

MaxLinear, Inc. Corporate Controller & PAO Connie H. Kwong reported multiple equity award transactions on March 2, 2026. Several batches of restricted stock units were converted into common stock, while portions of the resulting shares were withheld at a price of $17.99 per share to cover tax obligations. After these exercises and tax-withholding dispositions, Kwong directly owned 68,115 shares of MaxLinear common stock.

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)
03/02/2026

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	03/02/2026		F		4,986(1)	D	$17.99	64,451(2)	D
Common Stock	03/02/2026		F		918(3)	D	$17.99	63,533	D
Common Stock(4)	03/02/2026		M		6,231	A	$0	74,346	D
Common Stock	03/02/2026		F		6,231	D	$17.99	68,115	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	(4)	03/02/2026		M			312	(5)	(5)	Common Stock	312	$0	0	D
Restricted Stock Units	(4)	03/02/2026		M			794	(6)	(6)	Common Stock	794	$0	1,339	D
Restricted Stock Units	(4)	03/02/2026		M			1,383	(7)	(7)	Common Stock	1,383	$0	4,666	D
Restricted Stock Units	(4)	03/02/2026		M			3,742	(8)	(8)	Common Stock	3,742	$0	6,615	D

Explanation of Responses:

1. The Reporting Person deferred delivery of shares of the Company's Common Stock awarded for the 2025 performance period under the Company's Executive Incentive Bonus Plan reported in the Form 4 filed February 23, 2026. On March 2, 2026, the deferred shares were settled and shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on the Nasdaq Global Select Market on March 2, 2026.

2. Includes 352 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on November 15, 2025.

3. The Reporting Person deferred delivery of shares of the Company's Common Stock awarded in connection with the achievement of financial performance conditions for the 2025 fiscal year that were approved as part of the 2025 performance-based restricted stock award reported in the Form 4 filed February 23, 2026. On March 2, 2026, the deferred shares were settled and shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on the Nasdaq Global Select Market on March 2, 2026.

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

5. Subject to the Reporting Person 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 2,110 RSUs subject to the award vested on February 20, 2023, and twenty five percent (25%) of the RSUs subject to the award will vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2026. The Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2026. On March 2, 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 the Nasdaq Global Select Market on March 2, 2026.

6. Subject to the Reporting Person 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 5,358 RSUs subject to the award vested on February 20, 2024, and twenty five percent (25%) of the RSUs subject to the award will vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2027. The Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2026. On March 2, 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 the Nasdaq Global Select Market on March 2, 2026.

7. 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, twenty five percent (25%) of the 9,332 RSUs subject to the award vested on February 20, 2025, and twenty five percent (25%) of the RSUs subject to the award vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2028. The Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2026. On March 2, 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 the Nasdaq Global Select Market on March 2, 2026.

8. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the 19,843 RSUs subject to the award vested on February 20, 2025, and one-third (1/3rd) of the RSUs subject to the award will vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2027. The Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2026. On March 2, 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 the Nasdaq Global Select Market on March 2, 2026.

Remarks:

	/s/ Connie Kwong	03/04/2026
	** 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).
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FAQ

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

MaxLinear reported that Connie H. Kwong converted several restricted stock unit awards into common shares and had a portion of those shares withheld to satisfy tax obligations, all dated March 2, 2026, as part of her equity compensation arrangements.

How many MaxLinear (MXL) shares does Connie H. Kwong own after these Form 4 transactions?

After the reported transactions, Connie H. Kwong directly owned 68,115 shares of MaxLinear common stock. This total reflects both the RSU conversions into common shares and the shares withheld by the company for tax withholding on March 2, 2026.

What price was used for MaxLinear (MXL) tax-withholding share dispositions on March 2, 2026?

The tax-withholding dispositions of MaxLinear common stock tied to Connie H. Kwong’s awards used a share price of $17.99. This price was based on the closing price of MaxLinear stock on the Nasdaq Global Select Market on March 2, 2026.

Were Connie H. Kwong’s MaxLinear (MXL) transactions open-market buys or sells?

The transactions were not open-market buys or sells. They involved exercises or conversions of restricted stock units into common stock, with related share dispositions classified as tax-withholding to cover exercise price or tax liabilities, according to the Form 4 transaction codes and descriptions.

What do Connie H. Kwong’s MaxLinear (MXL) RSU awards represent?

Each restricted stock unit represents a contingent right to receive one share of MaxLinear common stock. Vesting of these RSUs depends on continued service and, for some awards, achievement of financial performance conditions, with shares delivered and taxes settled upon vesting or deferred delivery dates.

How are deferred MaxLinear (MXL) RSU shares and taxes handled for Connie H. Kwong?

For certain performance and time-based RSU awards, Connie H. Kwong deferred delivery of shares until March 2, 2026. On that date, the company delivered the deferred shares, withholding a portion based on the March 2, 2026 closing price to satisfy tax withholding obligations.