MAXLINEAR, INC — Director's Dealing 2022

May 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2022-05-20

Reporting Person: LITCHFIELD STEVEN G (See remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-20	Common Stock	M	2779	—	Acquired	195084	Direct
2022-05-20	Common Stock	F	2779	$38.45	Disposed	192305	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-20	Restricted Stock Units	$	M	1611	Disposed		Common Stock (1611.0)	Direct
2022-05-20	Restricted Stock Units	$	M	1168	Disposed		Common Stock (1168.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

F2: Includes 362 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 16, 2022.

F3: 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 52,000 RSUs will vest on August 20, 2019, and one-sixteenth (1/16th) of the RSUs will vest on each November 20, February 20, May 20, and August 20 thereafter, such that the award will be fully vested on August 20, 2022.

F4: Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-fourth (1/4th) of the 9,427 RSUs will vest on May 20, 2022, and one-fourth (1/4th) of the RSUs subject to the award will vest on each May 20 thereafter, such that the award will be fully vested on May 20, 2025.