MAXLINEAR, INC — Director's Dealing 2023

Aug 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR, INC (MXL)
CIK: 0001288469
Period of Report: 2023-08-20

Reporting Person: Torgerson William (VP/GM, Broadband Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-20	Common Stock	M	1138	—	Acquired	159978	Direct
2023-08-20	Common Stock	F	1138	$22.61	Disposed	158840	Direct
2023-08-20	Common Stock	A	1558	—	Acquired	160398	Direct
2023-08-20	Common Stock	F	379	$22.61	Disposed	160019	Direct
2023-08-20	Common Stock	A	1187	—	Acquired	161206	Direct
2023-08-20	Common Stock	F	289	$22.61	Disposed	160917	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-20	Restricted Stock Units	$	M	1138	Disposed		Common Stock (1138)	Direct

Footnotes

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

F2: On August 20, 2023, the Reporting Person's RSUs vested. The RSUs were settled on August 21, 2023, the first business day following the vesting date. The closing price of the Issuer's Common Stock on August 18, 2023 was the settlement price used to calculate the shares withheld.

F3: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the performance period ended July 2023 that were approved as part of the 2022 performance-based restricted stock ("PSU") award granted on July 29, 2022. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan.

F4: The PSUs were settled on August 21, 2023, the first business day following the date the shares of Common Stock were issued. The closing price of the Issuer's Common Stock on August 18, 2023 was the settlement price used to calculate the shares withheld.

F5: Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, ten percent (10%) of the 15,588 RSUs subject to the award will vest on August 20, 2021; twenty percent (20%) of the RSUs subject to the award will vest on August 20, 2022; thirty percent (30%) of the RSUs subject to the award will vest on August 20, 2023; and forty percent (40%) of the RSUs subject to the award will vest on August 20, 2024, such that all the RSUs subject to the award will then be fully vested.