MAXLINEAR, INC — Director's Dealing 2024

May 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR, INC (MXL)
CIK: 0001288469
Period of Report: 2024-05-20

Reporting Person: SEENDRIPU KISHORE (Director, Chairman, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-20	Common Stock	M	14837	—	Acquired	689944	Direct
2024-05-20	Common Stock	F	14837	$19.32	Disposed	675107	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-20	Restricted Stock Units	$	M	10856	Disposed		Common Stock (10856)	Direct
2024-05-20	Restricted Stock Units	$	M	3981	Disposed		Common Stock (3981)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	423634	Indirect
Common Stock	300000	Indirect
Common Stock	300000	Indirect
Common Stock	104049	Indirect
Common Stock	104049	Indirect
Common Stock	78356	Indirect
Common Stock	78356	Indirect
Common Stock	182893	Indirect
Common Stock	18920	Indirect
Common Stock	448413	Indirect
Common Stock	448413	Indirect
Common Stock	295727	Indirect
Common Stock	295727	Indirect
Common Stock	295727	Indirect
Common Stock	295727	Indirect
Common Stock	250799	Indirect
Common Stock	250799	Indirect

Footnotes

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

F2: 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.

F3: 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. Consists of 300,000 shares transferred from the Seendripu Family Trust dated 10/5/09 on March 13, 2024.

F4: 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. Consists of 300,000 shares transferred from the Seendripu Family Trust dated 10/5/09 on March 13, 2024.

F5: Shares held by the Kishore V. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee.

F6: Shares held by the Rekha S. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee.

F7: Shares held by the Kishore V. Seendripu 2022 Annuity Trust B, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee.

F8: Shares held by the Rekha S. Seendripu 2022 Annuity Trust B, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee.

F9: Shares held by The Seendripu Family Fund, a donor advised fund, for which the Reporting Person serves as an advisor.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: 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.

F19: 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 85,689 RSUs subject to the award will vest on May 20, 2021, 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, 2024.

F20: 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 31,424 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.