MaxLinear (MXL) CEO logs major 2025 stock and RSU grants in Form 4

Rhea-AI Filing Summary

SEENDRIPU KISHORE reported acquisition or exercise transactions in this Form 4 filing.

MaxLinear, Inc. chairman, president and CEO Kishore Seendripu reported equity awards rather than open-market trades. On February 20, 2026, he was granted 56,216 shares of common stock for the 2025 performance period under MaxLinear’s Executive Incentive Bonus Plan and Amended and Restated 2010 Equity Incentive Plan, and a separate performance-related grant of 49,651 shares of common stock tied to 2025 financial goals.

On February 18, 2026, he also received 138,136 restricted stock units (RSUs), each representing one MaxLinear share. These RSUs vest one-third on May 20, 2027 and then annually each May 20 until fully vested on May 20, 2029, assuming continued service. Some shares related to performance-based awards are deferred until employment ends or a qualifying change in control. The filing also lists substantial indirect holdings in multiple family and heritage trusts and a donor-advised fund, with Seendripu serving as trustee or advisor in several cases and expressly disclaiming beneficial ownership for certain child-focused trusts beyond any pecuniary interest.

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

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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^*

SEENDRIPU KISHORE

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/20/2026		A		56,216(1)	A	$0	827,000	D
Common Stock	02/20/2026		A		49,651(2)	A	$0	876,651	D
Common Stock								896,747	I	See footnote(3)
Common Stock								300,000	I	See footnote(4)
Common Stock								300,000	I	See footnote(5)
Common Stock								182,893	I	See footnote(6)
Common Stock								18,920	I	See footnote(7)
Common Stock								448,413	I	See footnote(8)
Common Stock								448,413	I	See footnote(9)
Common Stock								295,727	I	See footnote(10)
Common Stock								295,727	I	See footnote(11)
Common Stock								295,727	I	See footnote(12)
Common Stock								295,727	I	See footnote(13)
Common Stock								250,799	I	See footnote(14)
Common Stock								250,799	I	See footnote(15)

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	(16)	02/18/2026		A		138,136		(17)	(17)	Common Stock	138,136	$0	138,136	D

Explanation of Responses:

1. Represents shares of Common Stock issued to the Reporting Person for the 2025 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's Amended and Restated 2010 Equity Incentive Plan. Grant amounts were determined based on the award amount earned under the Bonus Plan and the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 20, 2026.

2. Represents shares of Common Stock issued to the Reporting Person 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 granted on August 4, 2025. All shares were issued pursuant to the Company's Amended and Restated 2010 Equity Incentive Plan. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2025 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.

3. Shares held by the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees.

4. Shares held by the Kishore V. Seendripu 2024 Annuity Trust A, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee.

5. Shares held by the Rekha S. Seendripu 2024 Annuity Trust A, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee.

6. Shares held by The Seendripu Family Fund, a donor advised fund, for which the Reporting Person serves an advisor.

7. Shares held by the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents and siblings, and for which the Reporting Person serves as trustee.

8. Shares held by the Samira Seendripu Trust dtd 10/5/2009, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person's sibling serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.

9. Shares held by the Ishan Krishna Seendripu Trust dtd 10/5/09, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person's sibling serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.

10. Shares held by the Ishan Krishna Seendripu Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.

11. Shares held by the Samira Seendripu Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.

12. Shares held by the IKS Heritage Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.

13. Shares held by the SS Heritage Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.

14. Shares held by the SS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.

15. Shares held by the IKS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.

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

17. 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 RSUs subject to the award will vest on May 20, 2027, and one-third (1/3rd) of the RSUs subject to the award will vest annually on each May 20 thereafter, such that the award will be fully vested on May 20, 2029.

Remarks:

	/s/ Connie Kwong, as Attorney-in-Fact	02/23/2026
	** 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.
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FAQ

What equity awards did MaxLinear (MXL) CEO Kishore Seendripu report in this Form 4?

He reported equity awards, not market purchases or sales. The filing shows 56,216 common shares for the 2025 bonus plan, 49,651 additional performance-based common shares, and 138,136 restricted stock units, all granted under MaxLinear’s Amended and Restated 2010 Equity Incentive Plan.

How are the 138,136 RSUs granted to the MaxLinear (MXL) CEO scheduled to vest?

The RSUs vest over three years, subject to continued service. One-third vests on May 20, 2027, with additional one-third portions vesting on May 20, 2028 and May 20, 2029, so the entire 138,136-unit award becomes fully vested by May 20, 2029.

Are the new MaxLinear (MXL) CEO stock awards tied to 2025 performance?

Yes. One 56,216-share grant reflects the 2025 performance period under the Executive Incentive Bonus Plan. Another 49,651-share grant is linked to achievement of 2025 financial performance conditions from a prior performance-based restricted stock award approved for that fiscal year.

Does the MaxLinear (MXL) Form 4 show any open-market stock purchases or sales by the CEO?

No open-market buys or sells are reported. All coded transactions are acquisitions classified as grants or awards at a zero dollar per-share price, reflecting compensation-related issuances rather than discretionary trading in MaxLinear’s common stock on the market.

What does the Form 4 say about deferral of some MaxLinear (MXL) CEO share awards?

Certain performance-based shares are deferred under a Restricted Stock Unit Election Form. Settlement is postponed until the earliest of the executive’s service termination or a qualifying change in control, meaning those shares are not delivered immediately despite performance conditions being achieved.

Which trusts and entities hold MaxLinear (MXL) shares associated with the CEO according to the filing?

The filing lists multiple vehicles, including the Seendripu Family Trust, several 2024 annuity trusts, the Seendripu Relatives Trust, The Seendripu Family Fund donor-advised fund, and numerous child-focused trusts, some with Seendripu as trustee and others where he disclaims beneficial ownership beyond any pecuniary interest.