MAXLINEAR, INC — Director's Dealing 2024

Mar 6, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR, INC (MXL)
CIK: 0001288469
Period of Report: 2024-03-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-04	Common Stock	F	1054	$20.30	Disposed	43726	Direct
2024-03-04	Common Stock	M	1019	—	Acquired	44745	Direct
2024-03-04	Common Stock	F	1019	$20.30	Disposed	43726	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-04	Restricted Stock Units	$	M	288	Disposed		Common Stock (288)	Direct
2024-03-04	Restricted Stock Units	$	M	731	Disposed		Common Stock (731)	Direct

Footnotes

F1: Reporting Person deferred delivery of shares of Common Stock awarded for the 2023 performance period under the Company's Executive Incentive Bonus Plan and the performance-based restricted stock awards for the 2021 and 2022 fiscal years reported in the Form 4 filed February 22, 2024. On March 4, 2024, 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 NASDAQ on March 4, 2024.

F2: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

F3: Subject to the Reporting Person 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 2,110 RSUs subject to the award will vest on February 20, 2023, and twenty five percent (25%) 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, 2026. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2024. On March 4, 2024, 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 March 4, 2024.

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, twenty five percent (25%) of the 5,358 RSUs subject to the award will vest on February 20, 2024, and twenty five percent (25%) 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. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2024. On March 4, 2024, 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 March 4, 2024.