MAXLINEAR, INC — Director's Dealing 2023

May 31, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR, INC (MXL)
CIK: 0001288469
Period of Report: 2023-05-29

Reporting Person: Kwong Connie H. (Corporate Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-29	Common Stock	M	7035	—	Acquired	47904	Direct
2023-05-29	Common Stock	F	7035	$29.72	Disposed	40869	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-29	Restricted Stock Units	$	M	2141	Disposed		Common Stock (2141)	Direct
2023-05-29	Restricted Stock Units	$	M	4415	Disposed		Common Stock (4415)	Direct
2023-05-29	Restricted Stock Units	$	M	479	Disposed		Common Stock (479)	Direct

Footnotes

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

F2: Includes 647 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 15, 2023.

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, the RSUs subject to the award will vest as follows: ten percent (10%) of the 10,130 RSUs subject to the award will vest on May 20, 2020; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2021; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2022; forty percent (40%) of the RSUs subject to the award will vest on May 20, 2023, such that the award will be fully vested on May 20, 2023. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2023. On May 29, 2023, 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 NASDAQ on May 26, 2023.

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, ten percent (10%) of the 27,849 RSUs subject to the award will vest on May 20, 2021; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2022; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2023; and forty percent (40%) of the RSUs subject to the award will vest on May 20, 2024, such that all the RSUs subject to the award will then be fully vested on May 20, 2024. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2023. On May 29, 2023, 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 NASDAQ on May 26, 2023.

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 4,539 RSUs subject to the award will vest on May 20, 2022; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2023; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2024; and forty percent (40%) of the RSUs subject to the award will vest on May 20, 2025, such that all the RSUs subject to the award will then be fully vested on May 20, 2025. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2023. On May 29, 2023, 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 NASDAQ on May 26, 2023.