MAXLINEAR, INC

MXL

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001478340-26-000004
Filing date: Mar 4, 2026
Earliest execution date: Mar 2, 2026
Reporting Owners: SEENDRIPU KISHORE (CEO)

Summary

Type

Sell

Net shares

-148,895

% of shares

-2.13%

Amount (USD)

$2,678,621

Insider confidence score

37.5 out of 100

Positive

  • Tax withholding obligation

Negative

  • Large tax withholding sell (≥1% of shares)
  • Very large sell amount ($1M+)

Stock transactions

Transaction 1

Security

Common Stock

Action

Tax_withhold

Date

2026-03-02

Code

F

Net shares

-31,048.0

Price per Share

$17.99

Amount (USD)

$558,553.52

Acquired/Disposed

Disposed

Shares Owned Before

876,651.0

Shares Owned After

845,603.0

Transaction 2

Security

Common Stock

Action

Tax_withhold

Date

2026-03-02

Code

F

Net shares

-27,421.0

Price per Share

$17.99

Amount (USD)

$493,303.79

Acquired/Disposed

Disposed

Shares Owned Before

845,603.0

Shares Owned After

818,182.0

Transaction 3

Security

Common Stock

Action

Exercise

Date

2026-03-02

Code

M

Net shares

+90,426.0

Acquired/Disposed

Acquired

Shares Owned Before

891,565.0

Shares Owned After

981,991.0

Transaction 4

Security

Common Stock

Action

Tax_withhold

Date

2026-03-02

Code

F

Net shares

-90,426.0

Price per Share

$17.99

Amount (USD)

$1,626,763.74

Acquired/Disposed

Disposed

Shares Owned Before

981,991.0

Shares Owned After

891,565.0

Derivative Transactions

Transaction 1

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-02

Code

M

Net shares

-13,543.0

Acquired/Disposed

Disposed

Shares Owned Before

62,658.0

Shares Owned After

49,115.0

Transaction 2

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-02

Code

M

Net shares

-76,883.0

Acquired/Disposed

Disposed

Shares Owned Before

216,135.0

Shares Owned After

139,252.0

Filing's footnotes

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

4. 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.

5. 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.

6. 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.

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

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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 98,231 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.

18. 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 417,754 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.

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.