MAXLINEAR, INC — Director's Dealing 2024

Feb 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR, INC (MXL)
CIK: 0001288469
Period of Report: 2024-02-20

Reporting Person: Sayer Michelle Marie (See remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-20	Common Stock	A	2450	—	Acquired	11441	Direct
2024-02-20	Common Stock	F	1004	$19.15	Disposed	10437	Direct
2024-02-20	Common Stock	M	470	—	Acquired	11585	Direct
2024-02-20	Common Stock	F	470	$19.15	Disposed	11115	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-20	Restricted Stock Units	$	M	470	Disposed		Common Stock (470)	Direct
2024-02-22	Restricted Stock Units	$	A	28720	Acquired		Common Stock (28720)	Direct
2024-02-22	Stock Option (right to buy)	$18.76	A	64620	Acquired	2034-02-22	Common Stock (64620)	Direct

Footnotes

F1: Represents shares of Common Stock issued to the Reporting Person for the 2023 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's Amended and Restated 2010 Equity Incentive Plan. Grant amounts were determined based on the award amount earned under the Bonus Plan and the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 20, 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 Company's Amended and Restated 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the 4,592 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.

F4: Subject to the Reporting Person continuing to be a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest on February 20, 2025, and one-third (1/3rd) 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.

F5: Subject to the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) on each applicable vesting date, ten percent (10%) of the shares subject to the option will vest on February 20, 2025; twenty percent (20%) of the shares subject to the option will vest on February 20, 2026; thirty percent (30%) of the shares subject to the option will vest on February 20, 2027; and forty percent (40%) of the shares subject to the option will vest on February 20, 2028, such that all the shares subject to the option will then be fully vested.