What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-01-29 compared with 2024-01-31 · 332 added, 231 removed, 1279 unchanged (31% of the section changed)

4 unchanged sentences

Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to filing this Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Form 10-K.

by this Form 10-K.

Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.

36 unchanged sentences

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

On November 14, 2024 , Dr.

Theodore Tewksbury , a director of the Company, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 6,071 shares of our common stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until November 15, 2025 , or earlier if all transactions under the trading arrangement are completed.

During the last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408 during the last fiscal quarter.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

58 unchanged sentences

+10.6 Form of Change in Control Agreement for Executive Officers (incorporated herein by reference to Exhibit 10.13 of the Registrant's Annual Report on Form 10-K filed on February 17, 2016).

*†10.7 Intellectual Property License Agreement, dated June 18, 2009, between the Registrant and Intel Corporation.

†10.7 Intellectual Property License Agreement, dated June 18, 2009, between the Registrant and Intel Corporation (incorporated by reference to Exhibit 10.7 of the Registr ant ’ s Annual Report on Form 10-K filed on January 3 1 , 2024 (File No.

+10.8 Employment Offer Letter, dated November 9, 2012, between the Registrant and Will Torgerson (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed on February 6, 2013 (File No.

8 unchanged sentences

+10.16 Executive Incentive Bonus Plan, as amended on December 13, 2018 (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No.

+*†10.17 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan .

+†10.17 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registran t ’ s Annual Report on Form 10-K filed on January 3 1 , 2024 (File No.

001-34666)) .

10.18 Credit Agreement, dated as of June 23, 2021, by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 24, 2021 ).

9 unchanged sentences

1 to Credit Agreement, date as of June 29, 2023, by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 27, 2023 (File No.

+10.25 Employer Separation Agreement and Release between the Company and Michelle Sayer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed on October 23, 2024 (File No.

+10.26 2024 Induce ment Equity Incentive Plan and related form ag re ements (incorporated by reference from Exh i bit 10.1 to the R egistrant's Current Report on F orm 8-K filed on May 29, 2024) .

+*10.27 Separation Agreement and Release between the Company and William Torgerson.

*^19.1 Insider Trading Policy of MaxLinear, Inc.

*21.1 Subsidiaries of the Registrant.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+*97.1 Compensation Recovery Policy, as adopted on August 9, 2023.

+97.1 Compensation Recovery Policy, as adop t ed on August 9, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant ’ s Annual Report on Form 10-K filed on January 31, 2024 (File No.

Exhibit Number Exhibit Title

101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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The Registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6).

The exhibits filed as part of this report are listed in Item 15(a)(3) of this Form 10-K.

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We have audited the accompanying consolidated balance sheets of MaxLinear, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the "financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated January 29, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

With the assistance of engagement team members possessing specialized skill in income tax matters, our audit procedures related to the realizability of deferred tax assets included the following, among others:

• Reviewing management’s application of the rules under the Tax Act with a focus on Global Intangible Low-Taxed Income and the ordering rules and its expected impact on estimated future taxable income;

• Comparing the scheduled reversals of deferred tax liabilities to the underlying financial and tax accounting records;

• Comparing the forecast of future taxable income to the following:

◦ Prior year actual results by jurisdiction to evaluate the reasonableness of significant changes contemplated for the following year;

◦ Forecasts of future information used in other areas, to evaluate completeness and consistency

• Reviewing the Company’s transfer pricing assumptions, including royalty rates and cost-plus markups, applied by the Company and its non-US subsidiaries;

• Testing the design and operating effectiveness of management’s internal controls over the completeness and accuracy of the forecast of future taxable income and the proper application of relevant tax law to support the realizability of deferred tax assets.

These procedures included testing the effectiveness of controls relating to the realizability of deferred tax assets.

These procedures also included, among others, (i) evaluating the appropriateness of management's calculation used, (ii) testing the completeness, accuracy and relevance of the underlying data used in the calculation, and (iii) evaluating the reasonableness of significant assumptions used in the calculation of future taxable income, including transfer pricing between various foreign jurisdictions.

Evaluating management's assumptions related to estimates of future taxable income involved evaluating whether the assumptions used were reasonable considering (i) current and past profitability, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating management's assumptions and calculation for assessing the realizability of deferred tax assets, including the mechanics and application of tax law to the projected tax calculation.

/s/ Grant Thornton LLP

9 unchanged sentences

Short-term restricted cash 1,003 1,051

Short-term investments — 18,529

Accounts receivable, net 85,464 170,619

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Interest expense ( 10,874 ) ( 10,702 ) ( 9,768 )

Loss on extinguishment of debt — — ( 5,221 )

Other income (expense), net ( 10,877 ) ( 20,940 ) 3,478

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Net income (loss) $ ( 245,198 ) $ ( 73,147 ) $ 125,040

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of tax benefit of $ 95 in 2023, expense of $ 184 in 2022 and expense of $ 0 in 2021

Other comprehensive loss, net of tax:

Foreign currency translation adjustments, net of tax expense of $ 280 in 2024, benefit of $ 95 in 2023 and expense of $ 184 in 2022

( 3,030 ) 121 ( 5,201 )

Net actuarial gain (loss) on pension and other defined benefit plans, net of tax benefit of $ 85 in 2023, $ 0 in 2022 and $ 0 in 2021

Net actuarial gain (loss) on pension and other defined benefit plans, net of tax expense of $ 8 in 2024, benefit of $ 85 in 2023 and $ 0 in 2022

( 19 ) ( 206 ) 2,055

1 unchanged sentence

17 ( 2,685 ) —

Other comprehensive income (loss) ( 2,770 ) ( 3,146 ) 690

Other comprehensive loss ( 3,032 ) ( 2,770 ) ( 3,146 )

Total comprehensive income (loss) $ ( 248,230 ) $ ( 75,917 ) $ 121,894

15 unchanged sentences

Stock-based compensation — — 81,868 — — 81,868

Other comprehensive income — — — 690 — 690

Other comprehensive loss — — — ( 3,146 ) — ( 3,146 )

Net income — — — — 125,040 125,040

1 unchanged sentence

Common stock issued pursuant to equity awards, net 2,841 — 26,237 — — 26,237

Repurchase of common stock ( 564 ) — ( 31,511 ) — — ( 31,511 )

Employee stock purchase plan 232 — 4,379 — — 4,379

1 unchanged sentence

Other comprehensive loss — — — ( 2,770 ) — ( 2,770 )

Net income — — — — 125,040 125,040

Net loss — — — — ( 73,147 ) ( 73,147 )

Balance at December 31, 2023 81,818 8 808,575 ( 3,791 ) ( 118,527 ) 686,265

13 unchanged sentences

Net income (loss) $ ( 245,198 ) $ ( 73,147 ) $ 125,040

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:

Amortization and depreciation 54,140 71,516 80,731

Impairment losses 1,237 2,438 2,811

Impairment of investments and other assets 14,000 — —

Amortization of debt issuance costs and accretion of discounts 2,538 2,561 1,975

4 unchanged sentences

Unrealized holding loss on investments — 1,765 1,476

Impairment of leasehold improvements — — 226

Impairment of leased right-of-use assets 5,555 — 462

(Gain) loss on settlement of pension ( 1,008 ) — —

Loss on extinguishment of debt — — 5,221

(Gain) loss on foreign currency 2,475 ( 1,829 ) 634

Excess tax benefits on stock-based awards ( 253 ) ( 9,921 ) ( 7,415 )

Gain on settlement of pension — ( 1,008 ) —

Gain on extinguishment of lease liabilities ( 555 ) — —

(Gain) loss on foreign currency and other ( 1,253 ) 2,475 ( 1,829 )

Excess tax (benefits) deficiencies on stock-based awards 3,250 ( 253 ) ( 9,921 )

Changes in operating assets and liabilities, net of effects of acquisitions:

2 unchanged sentences

Prepaid expenses and other assets ( 1,873 ) ( 9,328 ) 1,789

Leased right-of-use assets — — 72

Accounts payable, accrued expenses and other current liabilities ( 4,569 ) ( 29,431 ) 65,815

3 unchanged sentences

Other long-term liabilities 2,857 4,920 ( 5,997 )

Net cash provided by operating activities 43,372 388,726 168,233

Net cash provided by (used in) operating activities ( 45,295 ) 43,372 388,726

Investing Activities

1 unchanged sentence

Purchases of intangible assets ( 5,766 ) ( 6,355 ) ( 11,184 )

Cash used in acquisitions, net of cash acquired ( 13,324 ) — ( 40,000 )

Cash used in acquisition, net of cash acquired — ( 13,324 ) —

Proceeds loaned under notes receivable — — ( 10,000 )

3 unchanged sentences

Financing Activities

Proceeds from the issuance of debt — — 350,000

Payment of debt issuance cost — ( 18,325 ) —

3 unchanged sentences

Repurchase of common stock — — ( 31,511 )

Net cash used in financing activities ( 26,356 ) ( 240,401 ) ( 91,903 )

Net cash provided by (used in) financing activities 1,286 ( 26,356 ) ( 240,401 )

Effect of exchange rate changes on cash and cash equivalents ( 1,298 ) ( 1,082 ) 56

17 unchanged sentences

MaxLinear is a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management.

MaxLinear’s customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices.

MaxLinear’s customers primarily include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices.

Examples of such devices include broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, Passive Optical Network, or PON, and DSL;

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Actual results could differ from those estimates.

Summary of Significant Accounting Policies

Business Combinations

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A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in the consolidated statements of operations in the period in which the liability is incurred.

For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review, evaluation, and adjustment of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.

A pre-acquisition

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

contingency (non-income tax related) is only recognized as an asset or a liability if:

order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.

A pre-acquisition contingency (non-income tax related) is only recognized as an asset or a liability if:

(i) it is probable that an asset existed or a liability had been incurred at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated.

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Property and Equipment

Property and equipment is carried at cost and depreciated over the estimated useful lives of the assets, ranging from two to five years , using the straight-line method.

Property and equipment is carried at cost and depreciated over the estimated useful lives of the assets, ranging from three to five years , using the straight-line method.

Leasehold improvements are stated at cost and amortized over the shorter of the estimated useful lives of the assets or the lease term.

Production Masks

Production masks with alternative future uses or discernible future benefits are capitalized and amortized over their estimated useful lives of two to five years .

Production masks with alternative future uses or discernible future benefits are capitalized and amortized over their estimated useful lives of five years .

To determine if a production mask has alternative future uses or benefits, the Company evaluates risks associated with developing new technologies and capabilities, and the related risks associated with entering new markets.

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The Company tests by reporting unit, goodwill and other indefinite-lived intangible assets for impairment as of October 31 each year or more frequently if it believes indicators of impairment exist.

During development, IPR&D is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company reviews indefinite-lived intangible assets for impairment using a qualitative assessment, followed by a quantitative assessment, as needed, each year as of October 31, the date of its annual goodwill impairment review, or whenever events or changes in circumstances indicate the carrying value may not be recoverable.

1 unchanged sentence

In certain cases, the Company utilizes the relief-from-royalty method when appropriate, and a fair value will be obtained based on analysis over the costs saved by owning the right instead of leasing it.

During development, IPR&D is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Once an IPR&D project is complete, it becomes a finite-lived intangible asset and is evaluated for impairment both immediately prior to its change in classification and thereafter in accordance with the Company’s policy for long-lived assets.

2 unchanged sentences

Should impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s fair value.

During the years 2023, 2022, and 2021, the Company recorded impairment of intangible assets of $ 2.4 million, $ 2.8 million and $ 0 , respectively.

During the years 2024, 2023, and 2022, the Company recorded impairment of intangible assets of $ 1.2 million, $ 2.4 million and $ 2.8 million, respectively.

Refer to Goodwill and Intangible Assets, Note 5 for more information.

Revenue Recognition

The Company’s revenue is primarily generated from sales of the Company’s integrated circuits to electronics distributors, module makers, OEMs, and ODMs under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales.

The Company recognizes such revenue at the point in time when control of the products is transferred to the customer at the estimated net consideration for which collection is probable, taking into account the customer’s rights to price protection, other pricing credits, unit rebates, and rights to return unsold product.

The Company’s revenue is generated from sales of the Company’s integrated circuits and intellectual property, typically under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product or intellectual property sales.

The Company recognizes such revenue at the point in time when control of the products or intellectual property is transferred to the customer at the estimated net consideration for which collection is probable, taking into account the customer’s rights to price protection, other pricing credits, unit rebates, and rights to return unsold product.

Transfer of control occurs either when products are shipped to or received by the distributor or direct customer, based on the terms of the specific agreement with the customer, if the Company has a present right to payment and transfer of legal title and the risks and rewards of ownership to the customer has occurred.

For most of the Company's product sales, transfer of control occurs upon shipment to the distributor or direct customer.

Under certain intellectual property sale agreements, we are entitled to fixed upfront consideration upon sale and variable consideration in the form of a portion of revenue generated by the recipient from the intellectual property.

Fixed consideration is recognized when control of the functional intellectual property transfers;

variable consideration may be constrained but is continuously monitored and recognized as revenue when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and the uncertainty associated with the variable consideration is resolved.

The Company recognized a material amount of variable consideration during the year ended December 31, 2024 as uncertainties related to such consideration were resolved.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In assessing whether collection of consideration from a customer is probable, the Company considers the customer’s ability and intention to pay that amount of consideration when it is due.

2 unchanged sentences

A five-step approach is applied in the recognition of revenue:

(1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

obligations in the contract, and (5) recognize revenue when the Company satisfies a performance obligation.

(1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the Company satisfies a performance obligation.

Customer purchase orders plus the underlying master sales agreements are considered to be contracts with the customer for purposes of applying the five-step approach.

9 unchanged sentences

Although customers may place orders for products to be delivered on multiple dates that may be in different quarterly reporting periods, all of the orders are scheduled within one year from the order date.

The Company has opted to not disclose the portion of revenues allocated to partially unsatisfied performance obligations, which represent products to be shipped within 12 months under open customer purchase orders, at the end of the current reporting period.

The Company has also elected to record sales commissions when incurred, as the period over which the sales commission asset that would have been recognized is less than one year .

The Company has elected to record sales commissions when incurred, as the period over which the sales commission asset that would have been recognized is less than one year .

Customer contract liabilities consist primarily of obligations to deliver rebates to customers in the form of units of products which are included in accrued expenses and other current liabilities in the consolidated balance sheets.

7 unchanged sentences

The Company generally provides a warranty on its products for a period of one to three years .

The Company makes estimates of product return rates and expected costs to replace the products under warranty at the time revenue is recognized based on historical warranty experience and any known product warranty issues.

If actual return rates and/or replacement costs differ significantly from these estimates, adjustments to recognize additional warranty expenses in cost of net revenue may be required in future periods.

As of December 31, 2023 and 2022, the Company has warranty reserves of $ 0.3 million and $ 0.5 million, respectively, based on the Company’s estimates.

The Company makes estimates of product return rates and expected costs to replace the products under warranty at the time revenue is recognized

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

based on historical warranty experience and any known product warranty issues.

As of December 31, 2024 and 2023, the Company has warranty reserves of $ 0.5 million and $ 0.3 million, respectively, based on the Company’s estimates.

Segment Information

The Company operates under one segment as it has developed, marketed and sold primarily only one class of similar products, radio-frequency, high-performance analog and mixed-signal communications system-on-chip solutions for the connected home, wired and wireless infrastructure markets and industrial and multi-market applications.

The Company operates under one segment as it has developed, marketed and sold primarily only one class of similar products, communications system-on-chip solutions for the broadband, connectivity, wired and wireless infrastructure markets and industrial and multi-market applications.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision maker is its Chief Executive Officer.

The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

The chief operating decision maker assesses performance of the segment and decides how to allocate resources based on revenue, gross profit, and net income (loss) presented on a consolidated basis, for purposes of allocating resources and evaluating financial performance, and to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions or other investments.

The Company has one business activity and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the consolidated unit level.

Accordingly, the Company reports under a single operating segment.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies (Note 1).

Stock-based Compensation

11 unchanged sentences

Both of these types of income are reflected as a credit to research and development expense when such income has been earned and any contingencies associated with retaining such income have been resolved.

During the years ended December 31, 2023, 2022, and 2021, the Company recognized income from jointly funded research and development projects of $ 0 , $ 23.3 million, and $ 0 , respectively.

During the years ended December 31, 2024, 2023, and 2022, the Company recognized aggregate income from jointly funded research and development projects and government grants of $ 3.3 million, $ 0.0 million , and $ 23.3 million, respectively.

While the Company retains ownership and rights to the underlying technology developed under the joint development projects, the Company may be required to repay all or a portion of the funds provided by the other parties under certain conditions, and defers such funds as liabilities until the repayment conditions have been resolved (Note 15).

4 unchanged sentences

Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option.

The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives.

Upon adoption of ASC 842 on January 1, 2019, the carrying value of lease-related restructuring liabilities for certain restructured leases existing at that date was offset against the related right-of-use assets.

Lease expense is recognized on a straight-line basis over the lease term.

Upon adoption of ASC 842, the Company elected certain practical expedients and accordingly has (1) carried forward its prior assessments of (a) whether existing contracts on the January 1, 2019 adoption date contain leases, (b) classification of leases as operating or financing and (c) initial direct costs for existing leases and (2) considered hindsight in determining the

The right-of-

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

lease term and assessing impairment of the right-of-use-asset.

In addition, the Company used a portfolio approach for its facility leases when making judgments and estimates, such as the discount rate.

use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives.

Lease expense is recognized on a straight-line basis over the lease term.

Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level.

12 unchanged sentences

Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.

Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that is considered more likely than not that a tax benefit will not be realized.

A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit.

If the valuation allowance is released in a future period, income tax expense will be reduced accordingly.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations.

2 unchanged sentences

If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

The Company treats Global Intangible Low Taxed Income as a period cost.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

1 unchanged sentence

The Company continually assesses the need for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist.

Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that is considered more likely than not that a tax benefit will not be realized.

A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit.

Any adjustment to the net deferred tax asset valuation allowance would be recorded in the consolidated statement of operations for the period that the adjustment is determined to be required.

On December 22, 2017, the Tax Cuts and Jobs Act, or the Tax Act, was enacted into U.S.

In 2018, the Company made an accounting policy election to treat Global Intangible Low Taxed Income in accordance with the Tax Act as a period cost.

If a valuation allowance is released in a future period, income tax expense will be reduced accordingly.

Comprehensive Income (Loss)

5 unchanged sentences

The Company continually evaluates uncertainties associated with litigation and records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met:

(i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the loss or range of loss can be reasonably estimated.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the loss or range of loss can be reasonably estimated.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , to provide specific guidance to eliminate diversity in practice on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts from customers in a business combination consistent with revenue contracts with customers not acquired in an acquisition.

The amendments in this update provide that the acquirer should consider the terms of the acquired contracts, such as timing of payment, identify each performance obligation in the contracts, and allocate the total transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception (that is, the date the acquiree entered into the contracts) or contract modification to determine what should be recorded at the acquisition date.

These amendments were effective for the Company in 2023.

The impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations, since there were no customer contracts assumed in a business combination in 2023.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , to require enhanced disclosures that include reportable segment expenses.

The amendments in this update provide that a business entity disclose significant segment expenses, segment profit or loss (after significant segment expenses), and allows reporting of additional measures of a segments profit or loss if used in assessing segment performance.

Such disclosures apply to entities with a single reportable segment.

These amendments were effective for the Company in 2024 and retrospectively to all prior periods using the significant segment expense categories identified.

The impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations, as the requirements impact only segment reporting disclosures in the footnotes to the Company’s consolidated financial statements.

Recently Issued Not Yet Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU No.

2024-03, Disaggregation of Income Statement Expenses to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization in commonly presented expense captions such as cost of sales, selling, general and administrative expense, and research and development.

These amendments are effective for the Company for annual periods in 2027, applied prospectively, with early adoption permitted, and interim periods beginning in 2028.

The Company intends to adopt the amendments in this update prospectively in 2027 for annual periods and in 2028 for interim periods.

The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, as the requirements only require more detailed disclosures in the footnotes to the Company’s consolidated financial statements.

In March 2024, the FASB issued ASU No.

2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements to remove various references to concepts statements from the FASB Accounting Standards Codification.

This guidance is to clarify guidance, simplify wording or structure of guidance, and other minor improvements.

These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted.

The Company intends to adopt the amendments in this update prospectively in 2025.

The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.

In March 2024, the FASB issued ASU No.

2024-01, Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards, to clarify whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation - Stock Compensation.

The guidance applies to all business entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services.

These amendments are effective for the Company for annual and interim periods in 2025, applied prospectively, with early adoption and retrospective application permitted.

As the Company does not issue profit interest awards, the impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.

In December 2023, the FASB issued ASU No.

4 unchanged sentences

The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , to require enhanced disclosures that include reportable segment expenses.

Such disclosures apply to entities with a single reportable segment.

These amendments are effective for the Company for annual periods in 2024 and interim periods in 2025, retrospectively to all prior periods using the significant segment expense categories identified and disclosed in the period of adoption.

The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, since the requirements impact only segment reporting disclosures in the footnotes to the Company’s consolidated financial statements.

Net Income (Loss) Per Share

Basic earnings per share, or EPS, is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

Diluted EPS is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and the weighted-average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method.

For purposes of this calculation, common stock options and restricted stock units are considered to be common stock equivalents and are only included in the calculation of diluted EPS when their effect is dilutive.

In periods in which the Company has a net loss, dilutive common stock equivalents are excluded from the calculation of diluted EPS.

Diluted EPS is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and the weighted-

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method.

In periods in which the Company has a net loss, dilutive common stock equivalents are excluded from the calculation of diluted EPS.

The table below presents the computation of basic and diluted EPS:

9 unchanged sentences

Diluted $ ( 2.93 ) $ ( 0.91 ) $ 1.55

For each of the years ended December 31, 2023, 2022, and 2021, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 4.9 million for 2023, 1.8 million for 2022, and 0.07 million for 2021 from the calculation of diluted net income (loss) per share due to their anti-dilutive nature.

For each of the years ended December 31, 2024, 2023, and 2022, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 6.8 million for 2024, 4.9 million for 2023, and 1.8 million for 2022 from the calculation of diluted net loss per share due to their anti-dilutive nature.

Business Combinations

8 unchanged sentences

See Note 15 for more information on legal matters related to the termination of the Merger Agreement.

The second amended and restated commitment letter dated October 24, 2022 with Wells Fargo Bank, N.A., or Wells Fargo Bank, and other lenders, and related financing commitments for the previously pending (now terminated) merger were also terminated upon termination of the Merger Agreement.

As a result of the termination of the financing, the Company was required to pay to Wells Fargo Bank a ticking fee of $ 18.3 million, which is included in other income (expense), net in the year ended December 31, 2023.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As a result of the termination of the financing, in August 2023, the Company was required to pay to Wells Fargo Bank a ticking fee of $ 18.3 million, which is included in other income (expense) in the consolidated statement of operations for the year ended December 31, 2023.

Acquisition of Company Y

1 unchanged sentence

The transaction consideration included $ 9.8 million in cash.

In addition, Company Y stockholders may receive up to an additional $ 2.6 million in potential contingent consideration, subject to the acquired business satisfying certain personnel objectives by June 17, 2024.

In addition, Company Y stockholders were eligible to receive up to $ 2.6 million in consideration due to the acquired business satisfying certain personnel objectives by June 17, 2024.

Company Y is headquartered in Bangalore, India and operates as a provider of engineering design services.

6 unchanged sentences

_________________

(1) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 2.6 million in payments subject to the acquired business’s satisfying certain financial and personnel objectives by June 17, 2024 under the Purchase Agreement.

(1) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 2.6 million in payments due to the acquired business’s satisfying certain financial and personnel objectives by June 17, 2024 under the Purchase Agreement.

Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate.

1 unchanged sentence

Purchase Price Allocation

An allocation of purchase price as of the January 17, 2023 acquisition closing date based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition primarily includes $ 2.0 million in net operating liabilities, with $ 11.8 million in goodwill.

The final allocation of purchase price as of the January 17, 2023 acquisition closing date based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition primarily included $ 2.0 million in net operating liabilities, with $ 11.8 million in goodwill.

Assumptions in the Allocations of Purchase Price

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The Company does not expect to deduct any of the acquired goodwill for tax purposes.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring Activity

1 unchanged sentence

Such restructuring plans may include terminating employees, vacating certain leased facilities, and cancellation of contracts.

During the year ended December 31, 2023, the Company entered into plans of restructuring to reduce its workforce.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring costs during the year ended December 31, 2024 included costs pertaining to restructuring plans initiated in 2023 and 2024 as described below.

In July 2024, the Company initiated a reduction of its workforce, or the 2024 Workforce Reduction.

In the year ended December 31, 2024, the Company incurred $ 29.9 million in restructuring costs pertaining to the 2024 Workforce Reduction, which included $ 16.5 million in charges under contracts associated with cancelled projects and related impairment of assets, $ 9.1 million in severance costs and related expenses, and $ 4.3 million from exiting facilities.

During the year ended December 31, 2023, the Company entered into restructuring plans to reduce its workforce, or the 2023 Workforce Reductions.

In the year ended December 31, 2024, the Company completed notification to remaining affected employees of the 2023 Workforce Reductions, and incurred $ 23.5 million in restructuring costs, including $ 19.8 million in severance and related costs, or a cumulative total of $ 43.3 million pertaining to the 2023 Workforce Reductions.

Substantially all of the severance and related costs incurred in the year ended December 31, 2024 related to the 2023 Workforce Reductions pertained to statutory severance benefits in the jurisdictions in which the terminated employees were employed.

The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the 2023 Workforce Reductions and 2024 Workforce Reduction.

The following table presents the activity related to the restructuring plans, which is included in restructuring charges in the consolidated statements of operations:

6 unchanged sentences

$ 53,379 $ 19,786 $ 2,265

Restructuring charges for the year ended December 31, 2023 included $ 17.9 million in employee severance-related charges associated with reductions in the workforce and $ 1.8 million in other charges related to abandonment of contracts used by the terminated employees.

Lease related charges for the year ended December 31, 2022 included the impairment of leased right-of-use assets of $ 0.5 million related to exiting a redundant facility.

Lease related charges for the year ended December 31, 2021 included the impairment of leased right-of-use assets and leasehold improvements of $ 0.4 million and $ 0.2 million, respectively.

The following table presents a roll-forward of the Company’s restructuring liability for the years ended December 31, 2024 and 2023.

13 unchanged sentences

Long-term portion as of December 31, 2024 $ — $ — $ 4,689 $ 4,689

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill and Intangible Assets

1 unchanged sentence

The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and the Company’s estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date).

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the changes in the carrying amount of goodwill for the periods indicated:

13 unchanged sentences

December 31, 2024 December 31, 2023

(in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount

(in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

(in thousands)

3 unchanged sentences

Customer relationships 5.0 128,800 ( 127,887 ) 913 128,800 ( 126,347 ) 2,453

Backlog 5.3 500 ( 500 ) — 500 ( 429 ) 71

Patents 7.0 4,780 ( 1,138 ) 3,642 4,780 ( 455 ) 4,325

6.1 $ 484,302 $ ( 429,294 ) $ 55,008 $ 479,774 $ ( 406,144 ) $ 73,630

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth amortization expense associated with finite-lived intangible assets, which is included in the consolidated statements of operations as follows:

7 unchanged sentences

Amortization of finite-lived intangible assets in cost of net revenue in the consolidated statements of operations results primarily from acquired developed technology.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the activity related to finite-lived intangible assets:

3 unchanged sentences

Additions 5,766 6,355

Transfers to developed technology from IPR&D — 2,600

Other disposals — ( 768 )

Amortization ( 23,151 ) ( 38,835 )

4 unchanged sentences

Should impairment exist, the impairment loss is measured based on the excess of the carrying amount of the asset over the asset’s fair value.

During the year ended December 31, 2023 and 2022, the Company recognized impairment losses related to finite-lived intangible assets of $ 2.4 million and $ 2.8 million respectively, which was attributable to certain acquired licensed technology.

During the year ended December 31, 2021, no impairment losses related to finite-lived intangible assets were recognized.

During the year ended December 31, 2024, 2023, and 2022, the Company recognized impairment losses related to finite-lived intangible assets of $ 1.2 million, $ 2.4 million, and $ 2.8 million respectively, which was attributable to certain acquired licensed technology.

The following table presents future amortization of the Company’s finite-lived intangible assets at December 31, 2024:

3 unchanged sentences

Total $ 55,008

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Instruments

The composition of financial instruments is as follows:

December 31, 2022

Net Unrealized

Cost Gains Losses Fair Value

(in thousands)

Marketable equity investments $ 20,005 $ — $ ( 1,476 ) $ 18,529

December 31, 2024 December 31, 2023

3 unchanged sentences

The Company sold its marketable investment positions in December 2023.

Prior to the sale, unrealized gains and losses on such investments representing stock

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

price fluctuations in the underlying securities held were recorded to other income (expense), net in the consolidated statement of operations.

Prior to the sale, unrealized gains and losses on such investments representing stock price fluctuations in the underlying securities held were recorded to other income (expense), net in the consolidated statement of operations.

The Company evaluated securities for other-than-temporary impairment on a quarterly basis.

10 unchanged sentences

Unobservable inputs are used when little or no market data is available.

The Company classifies its financial instruments within Level 1 or Level 2 of the fair value hierarchy on the basis of valuations using quoted market prices or alternate pricing sources and models utilizing market observable inputs, respectively.

The Company classifies its financial instruments that are categorized within Level 1 or Level 2 of the fair value hierarchy on the basis of valuations using quoted market prices or alternate pricing sources and models utilizing market observable inputs, respectively.

The marketable equity investments held by the Company were valued on the basis of quoted market prices and are therefore classified as Level 1.

1 unchanged sentence

The contingent consideration liability is classified as a Level 3 financial instrument.

The contingent consideration as it relates to Company X was subject to the acquired business’s satisfaction of certain financial and personnel objectives by March 31, 2023, while the contingent consideration as it relates to Company Y is subject to the acquired business’s satisfaction of certain personnel objectives by June 17, 2024.

The financial and personnel objectives of Company X were achieved by March 31, 2023 and contingent consideration for Company X of $ 3.0 million was paid during the year ended December 2023.

The fair value of the contingent consideration is based on (1) applying the Monte Carlo simulation method, with underlying forecast mathematics based on Geometric Brownian motion in a risk-neutral framework, to forecast achievement of the acquired business’ financial objectives under various possible contingent consideration events and (2) a probability based methodology using management’s inputs and assumptions to forecast achievement of the acquired business’ personnel objectives which included an assumption of total payments up to $ 3.0 million to Company X and an assumption of total payments up to $ 2.6 million to Company Y.

The contingent consideration as it relates to Company Y is subject to the acquired business’s satisfaction of certain personnel objectives by June 17, 2024.

Key inputs in the valuation include forecasted revenue, revenue volatility, discount rate and discount term as it relates to the financial objectives and probability of achievement, discount term and discount rate as it relates to the personnel objectives.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following summarizes the level in the fair value hierarchy for each financial instrument:

Fair Value Measurements at December 31, 2024

Balance at December 31, 2023 Quoted Prices

December 31, 2024 Quoted Prices

Identical Assets

3 unchanged sentences

Contingent consideration $ 2,600 $ — $ — $ 2,600

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements at December 31, 2023

4 unchanged sentences

(in thousands)

Marketable equity securities $ 18,529 $ 18,529 $ — $ —

Contingent consideration $ 2,462 $ — $ — $ 2,462

9 unchanged sentences

____________________

(1) These changes to the balance associated with the estimated fair value of contingent consideration for the year ended December 31, 2023 were due to the addition of contingent consideration associated with the acquisition of Company Y and accretion of discounts on contingent consideration.

(1) These changes to the balance associated with the estimated fair value of contingent consideration for the year ended December 31, 2024 were due to the addition of contingent consideration associated with the acquisition of Company Y in January 2023 and accretion of discounts on contingent consideration.

There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments in the years ended December 31, 2024, 2023 and 2022.

3 unchanged sentences

The Company’s long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes (Note 8).

Included in other long-term assets are investments in privately held entities of $ 11.8 million and $ 11.8 million as of December 31, 2023 and December 31, 2022, respectively.

The Company does not have the ability to exercise significant influence or control over such entity and has accounted for the investments as financial instruments.

Given that fair values for such investments are not readily determinable, the Company is electing to measure these investments at cost, less any impairment, and adjust the carrying value to fair value if any observable price changes for similar investments in the same entity are identified.

Included in other long-term assets as of December 31, 2023 were investments in privately held entity of $ 11.8 million which were impaired as of December 31, 2024.

The Company does not have the ability to exercise significant influence or control over such entity and had accounted for the investments as financial instruments.

Given that fair values for such investments were not readily determinable, the Company had elected to measure these investments at cost, less any impairment,

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and adjust the carrying value to fair value if any observable price changes for similar investments in the same entity are identified.

The impairment loss of $ 11.8 million is included in other expense in the consolidated statement of operations for the year ended December 31, 2024.

Balance Sheet Details

32 unchanged sentences

Depreciation expense for the years ended December 31, 2024, 2023, and 2022 was $ 23.0 million, $ 23.8 million and $ 20.3 million, respectively.

In March 2022, the Company entered into a note receivable with a supplier for $ 10.0 million, which is included in other long-term assets in the consolidated balance sheet as of December 31, 2023 and December 31, 2022, respectively.

In September 2023, the terms of this note receivable were renegotiated, and the first initial repayment of $ 1.5 million is now due by March 31, 2025, and annual repayments of $ 1.7 million per year are due annually thereafter by March 31, from 2026 through 2030, provided that certain production utilization targets for the prior year are met.

In March 2022, the Company entered into a note receivable with a supplier for $ 10.0 million.

In October 2024, the terms of this note receivable were renegotiated, and the first initial repayment of $ 0.5 million is due by March 31, 2025, $ 1.5 million is due by March 31, 2026, and annual repayments of $ 2.0 million per year are due annually thereafter by March 31, from 2027 through 2030, provided that certain production utilization targets for the prior year are met.

Previously, repayments of $ 2.0 million per year were due annually by March 31, in years 2024 through 2027.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2024, a portion of the note receivable, or $ 0.5 million, was written off to other expense in the consolidated statement of operations.

The amount written off represents the portion of the payment associated with production utilization that is anticipated to be less than target.

The balance of the note receivable has been classified as a long-term asset based on expected timing of receipt of repayment.

The long-term portion of the note receivable is included in other long-term assets as of December 31, 2024 and December 31, 2023, respectively.

Accrued price protection liability consists of the following activity:

3 unchanged sentences

Charged as a reduction of revenue 34,070 62,644

Reversal of unclaimed rebates ( 17,736 ) —

Payments ( 44,617 ) ( 104,234 )

Ending balance $ 43,401 $ 71,684

The reason for the significant decrease in price protection liability from approximately $ 113.3 million as of December 31, 2022 to approximately $ 71.7 million as of December 31, 2023, was due to a significant decrease in revenues from customers with such price protection rights from 2022 to 2023, which decreased the corresponding price protection accruals to such customers.

The decrease in price protection liability from approximately $ 71.7 million as of December 31, 2023 to approximately $ 43.4 million as of December 31, 2024, was driven by payments of rebates as well as reversal of unclaimed rebates due to expiration of rebate pricing.

Accrued expenses and other current liabilities consist of the following:

15 unchanged sentences

$ 87,408 $ 98,468

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the change in balances of accumulated other comprehensive income (loss) by component:

3 unchanged sentences

Other comprehensive income (loss) before reclassifications, net of tax 121 ( 206 ) ( 85 )

Reclassification adjustments of unrealized gain (loss) on pension and other defined benefit plans, net of tax — ( 2,685 ) ( 2,685 )

Net current period other comprehensive income (loss) 121 ( 2,891 ) ( 2,770 )

Balance at December 31, 2023 ( 5,059 ) 1,268 ( 3,791 )

3 unchanged sentences

Balance at December 31, 2024 $ ( 8,089 ) $ 1,266 $ ( 6,823 )

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying amount of the Company’s long-term debt consists of the following:

2 unchanged sentences

Principal balance:

Initial term loan under June 23, 2021 credit agreement $ 125,000 $ 125,000

Initial term loan under the June 23, 2021 credit agreement $ 125,000 $ 125,000

Total principal balance 125,000 125,000

8 unchanged sentences

As of December 31, 2024, the outstanding principal balance of $ 125.0 million is due in full on June 23, 2028 upon maturity of the loan.

Initial Term Loan and Revolving Facility under June 23, 2021 Credit Agreement

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Initial Term Loan and Revolving Facility under the June 23, 2021 Credit Agreement

On June 23, 2021, the Company entered into a Credit Agreement, or the June 23, 2021 Credit Agreement, by and among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent, that provides for a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement,” in an aggregate principal amount of $ 350.0 million and a senior secured revolving credit facility, or the “Revolving Facility,” in an aggregate principal amount of up to $ 100.0 million.

6 unchanged sentences

Incremental loans are subject to certain additional conditions, including obtaining additional commitments from the lenders then party to the June 23, 2021 Credit Agreement or new lenders.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under the June 23, 2021 Credit Agreement, the Initial Term Loan bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50 %, (y) the prime rate then in effect and (z) an adjusted LIBOR rate determined on the basis of a one-month interest period plus 1.00 %, in each case, plus an applicable margin of 1.25 % or (ii) an adjusted LIBOR rate, subject to a floor of 0.50 %, plus an applicable margin of 2.25 %.

Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00 %, or (ii) an adjusted LIBOR rate (as calculated above) plus an applicable margin of 1.00 %.

Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility will range from 0.00 % to 0.75 % in the case of base rate loans and 1.00 % to 1.75 % in the case of LIBOR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter.

Under the June 23, 2021 Credit Agreement, the Initial Term Loan bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50 %, (y) the prime rate then in effect and (z) an adjusted Term SOFR rate determined on the basis of a one-month interest period plus 1.00 %, in each case, plus an applicable margin of 1.25 % or (ii) an adjusted Term SOFR rate, subject to a floor of 0.50 %, plus an applicable margin of 2.25 %.

Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00 %, or (ii) an adjusted Term SOFR rate (as calculated above) plus an applicable margin of 1.00 %.

Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility will range from 0.00 % to 0.75 % in the case of base rate loans and 1.00 % to 1.75 % in the case of Term SOFR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter.

The Company is required to pay commitment fees ranging from 0.175 % to 0.25 % per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter.

8 unchanged sentences

Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the subsidiary guarantors pursuant to a Security Agreement, dated as of June 23, 2021, by and among the Company, the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The June 23, 2021 Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its restricted subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments, make certain restricted payments, and sell assets, in each case, subject to limitations and exceptions set forth in the June 23, 2021 Credit Agreement.

7 unchanged sentences

Debt issuance costs of $ 0.4 million associated with the Revolving Facility are being amortized to interest expense over its five-year term.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

2 unchanged sentences

At December 31, 2024, the Company had stock-based compensation awards outstanding under the following plans:

the 2010 Equity Incentive Plan, as amended, or 2010 Plan, and the 2010 Employee Stock Purchase Plan, or ESPP.

the 2010 Equity Incentive Plan, as amended, or 2010 Plan, the 2010 Employee Stock Purchase Plan, or ESPP and the 2024 Inducement Equity Incentive Plan, or the Inducement Plan.

2010 Equity Incentive Plan

9 unchanged sentences

Recoverable compensation is defined in the Policy but generally includes any incentive-based compensation that was granted, earned or vested based wholly or in part upon attainment of any financial reporting measure, to the extent the amount actually received exceeds the amount that would have been received if the incentive-based compensation had been determined based on the restated financial statements.

To date, there has been no recovery or repayment of compensation from executive officers pursuant to the Policy, or any prior compensation recovery policy of the Company which it replaced, including the executive compensation clawback policy adopted by the Company on December 13, 2018, which applies to compensation that was received prior to October 2, 2023.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

compensation clawback policy adopted by the Company on December 13, 2018, which applies to compensation that was received prior to October 2, 2023.

As of December 31, 2024, the number of shares of common stock available for future issuance under the 2010 Plan was 15,282,897 shares.

12 unchanged sentences

As of December 31, 2024, the number of shares of common stock available for future issuance under the ESPP was 6,334,688 shares.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2024 Inducement Equity Incentive Plan

On May 22, 2024, the Board of Directors adopted the Inducement Plan pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, and, subject to the adjustment provisions of the Inducement Plan, reserved 4,000,000 shares of the Company's common stock for issuance under equity awards granted under the Inducement Plan.

The Inducement Plan provides for the grant of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and its terms are substantially similar to the 2010 Plan, including with respect to treatment of equity awards in the event of a merger or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception.

Awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company as an inducement material to the individuals’ entry into employment with the Company.

As of December 31, 2024, the number of shares of common stock available for future issuance under the Inducement Plan was 4,000,000 shares.

Employee Incentive Bonus

5 unchanged sentences

The Company’s compensation committee retains discretion to effect payment in cash, stock, or a combination of cash and stock.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

8 unchanged sentences

The total unrecognized compensation cost related to unvested restricted stock units as of December 31, 2024 was $ 139.2 million, and the weighted average period over which these equity awards are expected to vest is 2.58 years.

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of December 31, 2023 was $ 0 as a result of revised estimates of performance achievement levels as of that date, and the weighted average period over which these equity awards are expected to vest is 1.14 years.

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of December 31, 2024 was $ 1.7 million and the weighted average period over which these equity awards are expected to vest is 1.16 years.

Actual levels of future performance for the unvested periods may differ from current estimates.

There was no unrecognized compensation cost related to unvested stock options as of December 31, 2023.

The total unrecognized compensation cost related to unvested stock options as of December 31, 2024 was $ 26.6 million, and the weighted average period over which these equity awards are expected to vest is 3.14 years.

Restricted Stock Units

A summary of the Company’s restricted stock unit activity is as follows:

A summary of the Company’s restricted stock unit activity for all equity plans is as follows:

Number of Shares

1 unchanged sentence

Outstanding at December 31, 2023 5,632 $ 36.72

Granted 3,135 37.93

Vested ( 2,552 ) 29.47

Canceled ( 625 ) 38.71

( 1,236 ) 36.56

Outstanding at December 31, 2024 7,919 $ 24.99

(1) Includes approximately 341 thousand shares granted under the Inducement Plan at a weighted-average grant-date fair value per share of $ 14.30 .

(2) Includes approximately 56 thousand shares canceled under the Inducement Plan at a weighted-average grant-date fair value per share of $ 13.47 .

Performance-Based Restricted Stock Units

Performance-based restricted stock units are eligible to vest at the end of each year-long performance period, as defined in the underlying agreement, in a three-year performance period based on the Company’s annual growth rate in net sales and non-GAAP diluted earnings per share (subject to certain adjustments) over baseline results relative to the growth rates for a peer group of companies for the same metrics and periods.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the performance-based restricted stock units granted to date, 60 % of each performance-based award is subject to the net sales metric for the performance period and 40 % is subject to the non-GAAP diluted earnings per share metric for the performance period.

1 unchanged sentence

As of December 31, 2024, achievement to date under the performance metrics specified in the respective award agreements are based on its expected revenue and non-GAAP diluted EPS results over the performance periods and calculated growth rates relative to its peers’ expected results based on data available, as defined in the respective award agreements.

To the extent any prior achievement levels are no longer probable, any compensation expense recorded is adjusted to the revised achievement levels.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

extent any prior achievement levels are no longer probable, any compensation expense recorded is adjusted to the revised achievement levels.

A summary of the Company’s performance-based restricted stock unit activity is as follows:

36 unchanged sentences

Outstanding at December 31, 2023 375 $ 17.29

Granted 2,694 19.45

Exercised ( 39 ) 7.68

3 unchanged sentences

Exercisable at December 31, 2024 341 $ 18.41 0.60 $ 469

No stock options were granted by the Company during the years ended December 31, 2023 and 2022.

The fair values of stock options were estimated using the Black-Scholes option pricing model at their respective grant date using the following assumptions:

Year Ended December 31,

Weighted-average grant date fair value per share 10.84 - 11.24

Risk-free interest rate 4.33 % N/A

Dividend yield — % N/A

Expected life (in years) 6.50 N/A

Volatility 57.50 % N/A

__________________

(1) No options were granted during the year ended December 31, 2023.

The risk-free interest rate assumption was based on the United States Treasury’s rates for U.S.

Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future.

The expected term of the options was calculated using the simplified method as prescribed by guidance provided by the SEC.

This decision was based on the lack of historical data due to the Company’s limited number of stock option exercises under the 2010 Equity Incentive Plan.

Estimated volatility incorporates historical volatility of the Company over the expected term based on the Company's daily closing stock prices.

The intrinsic value of stock options exercised during 2024, 2023, and 2022 was $ 0.5 million, $ 0.2 million, and $ 0.9 million, respectively.

Cash received from exercise of stock options was $ 0.2 million, $ 0.3 million and $ 4.2 million during the years ended December 31, 2023, 2022, and 2021, respectively.

The tax benefit from stock options exercised was $ 0.4 million, $ 1.2 million and $ 14.4 million during the years ended December 31, 2023, 2022, and 2021, respectively.

Cash received from exercise of stock options was $ 0 , $ 0.2 million and $ 0.3 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The tax benefit from stock options exercised was $ 0 , $ 0.4 million and $ 1.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The domestic and international components of income (loss) before income taxes are presented as follows:

5 unchanged sentences

Income (loss) before income taxes $ ( 238,717 ) $ ( 63,810 ) $ 174,198

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The income tax provision consists of the following:

12 unchanged sentences

Total income tax provision $ 6,481 $ 9,337 $ 49,158

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The actual income tax provision differs from the amount computed using the federal statutory rate as follows:

17 unchanged sentences

Total income tax provision $ 6,481 $ 9,337 $ 49,158

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The components of the deferred income tax assets are as follows:

3 unchanged sentences

Research and development credits 85,659 78,246

Foreign tax credits 71 —

Foreign tax credit carryforwards 1,578 71

Accrued expenses and other 17,727 13,106

13 unchanged sentences

The federal and state tax loss carryforwards will begin to expire in 2028 and 2030, and foreign tax loss will not expire, unless previously utilized.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2024, the Company had federal, state and foreign tax credit carryforwards of approximately $ 34.0 million, $ 111.1 million and $ 3.7 million, respectively.

8 unchanged sentences

The Company recorded an income tax provision of $ 6.5 million in the year ended December 31, 2024, an income tax provision of $ 9.3 million in the year ended December 31, 2023, and an income tax provision of $ 49.2 million in the year ended December 31, 2022.

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the year ended December 31, 2023 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including tax credits and a tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, and release of uncertain tax positions under ASC 740-10.

The permanent tax item related to global intangible low-taxed income also reflects recent legislative changes requiring the capitalization of research and experimentation costs, as well as limitations on the creditability of certain foreign income taxes.

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the year ended December 31, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including tax credits, stock based compensation, tax deficiencies related to stock-based compensation, release of uncertain tax positions under ASC 740-10 and the recognition of a valuation allowance on the Singapore deferred tax assets.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The difference between our effective tax rate and the 21.0% U.S.

federal statutory rate for the year ended December 31, 2023 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including a tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, release of uncertain tax positions under ASC 740-10, and release of the valuation allowance on certain federal research and development credits.

The permanent tax item related to global intangible low-taxed income, or GILTI, also reflects recent legislative changes requiring the capitalization of research and experimentation costs, as well as limitations on the creditability of certain foreign income taxes.

The permanent tax item related to global intangible low-taxed income, or GILTI, also reflects the then recent legislative changes requiring the capitalization of research and experimentation costs, as well as limitations on the creditability of certain foreign income taxes.

The difference between our effective tax rate and the 21.0% U.S.

8 unchanged sentences

The total amounts of interest and penalties recognized for the years ended December 31, 2024, 2023 and 2022 were not material.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the changes to the unrecognized tax benefits during 2024, 2023 and 2022:

2 unchanged sentences

Additions based on tax positions related to the current year 3,431

Additions related to acquisitions 241

Decreases based on tax positions of prior year ( 1,981 )

10 unchanged sentences

Under the incentives, qualifying income derived from certain sales of the Company’s integrated circuits is taxed at a concessionary rate over the incentive period, and there are reduced Singapore withholding taxes on certain intercompany royalties during the incentive period.

The Company recorded a tax provision in the years ended December 31, 2023 and 2022 at the incentive rate.

Due to the valuation allowance release in 2021 and the Company’s use of loss carryforwards, the Company recorded a tax benefit in the year ended December 31, 2021 at the incentive rate, net of any expected tax payable.

Without the incentive rate, deferred taxes and the valuation allowance release would have provided an overall tax benefit, net of any current period payable.

The Company recorded a tax benefit in the years ended December 31, 2024, 2023 and 2022 at the incentive rate.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit Risk, Significant Customers and Geographic Information

8 unchanged sentences

The Company sells its products both directly to end-customers and through third-party distributors, both of which are referred to as the Company’s customers (Note 12).

Revenue is also generated from sales of intellectual property, and the recipients of such intellectual property are also referred to as the Company’s customers.

The Company makes periodic evaluations of the credit worthiness of its customers.

7 unchanged sentences

* Represents less than 10% of the net revenues for the period presented.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents balances that are 10% or greater of accounts receivable, based on the Company’s billings to its customers.

12 unchanged sentences

Vendor C 11 % 10 % 12 %

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Geographic Information

14 unchanged sentences

China * 11 % 16 %

Vietnam * * 13 %

____________________________

2 unchanged sentences

No other individual country accounted for more than 10% of net revenue during these periods.

Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong, mainland China, Taiwan, and Vietnam, the Company

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

believes that a significant number of the systems designed by customers and incorporating the Company’s semiconductor products are subsequently sold outside Asia to Europe, Middle East, and Africa markets and North American markets.

Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong, the Company believes that a significant number of the systems designed by customers and incorporating the Company’s semiconductor products are subsequently sold outside Asia to Europe, Middle East, and Africa markets and North American markets.

Long-lived assets, which consists of property and equipment, net, leased right-of-use assets, intangible assets, net, and goodwill by geographic area are as follows (in thousands):

4 unchanged sentences

Total $ 451,080 100 % $ 489,913 100 %

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue from Contracts with Customers

13 unchanged sentences

Revenues from sales through the Company’s distributors accounted for 44 %, 50 % and 46 % of net revenue for the years ended December 31, 2024, 2023, and 2022, respectively.

Revenue related to the sales of intellectual property recognized during the year ended December 31, 2024 has been allocated by market based upon the usage of such intellectual property.

Contract Liabilities

6 unchanged sentences

Other obligations to customers representing estimates of price adjustments to be claimed by distributors upon sell-through of their inventory to their end customer and estimates of stock rotation returns to be claimed by distributors on products sold as of December 31, 2024 were $ 43.0 million and $ 0.3 million, respectively, and as of December 31, 2023 were $ 54.8 million and $ 0.3 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets (Note 7).

The increase or decrease in revenue in the years ended December 31,

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2023, 2022, and 2021 from net changes in transaction prices for amounts included in obligations to customers for price adjustments as of the beginning of those respective periods was not material.

The reason for the significant decrease in accrued obligations to customers for price adjustments from approximately $ 54.8 million as of December 31, 2023 to approximately $ 43.0 million as of December 31, 2024, was due to a significant decrease in sales to distributors which decreased the corresponding accrued obligations to such customers.

The increase or decrease in revenue in the years ended December 31, 2024, 2023, and 2022 from net changes in transaction prices for amounts included in obligations to customers for price adjustments as of the beginning of those respective periods was not material.

As of December 31, 2024 and December 31, 2023, right of return assets under customer contracts representing the estimates of product inventory the Company expects to receive from customers in stock rotation returns were approximately $ 0.1 million and $ 0.1 million, respectively.

1 unchanged sentence

As of December 31, 2024 and December 31, 2023, there were no impairment losses recorded on customer accounts receivable.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating Leases

7 unchanged sentences

2025 $ 10,599

Thereafter 1,596

Total minimum payments 28,863

imputed interest ( 2,496 )

unrealized translation loss ( 2 )

Total lease liabilities 26,365

9 unchanged sentences

The Company is not required to contribute, nor has it contributed, to the 401(k) Plan for any of the periods presented.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pension and Other Defined Benefit Retirement Obligations

3 unchanged sentences

The benefit is based on a formula applied to eligible employee earnings.

Net periodic benefit costs were $ 0.5 million, $ 0.3 million, and $ 0.5 million respectively for the years ended December 31, 2023, 2022, and 2021 respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Net periodic benefit costs were $ 0.3

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million, $ 0.2 million, and $ 0.5 million respectively for the years ended December 31, 2024, 2023, and 2022 respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Benefit Obligation and Plan Assets for Pension Benefit Plans

53 unchanged sentences

Pension Plan Assets

The plan assets were $ 0 as of December 31, 2023, since all assets were transferred to the third party life insurance and pension provider that is funding and administering future benefit payments for substantially all of the employees in the plan.

The plan assets were $ 0 as of December 31, 2024 and 2023, since all assets were transferred to the third party life insurance and pension provider that is funding and administering future benefit payments for substantially all of the employees in the plan.

Prior to the transfer, pension assets were held in liquid cash and cash equivalents.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Estimated Future Benefit Payments for Pension Benefit Plans

3 unchanged sentences

Thereafter 60

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies

5 unchanged sentences

2027 — 3,673 3,673

Total minimum payments $ 51,262 $ 55,286 $ 106,548

1 unchanged sentence

Jointly Funded Research and Development

From time to time, the Company enters into contracts for jointly funded research and development projects to develop technology that may be commercialized into a product in the future.

As the Company may be required to repay all or a portion of the funds provided by the other parties under certain conditions, funds of $ 15.0 million received from the other parties as of December 31, 2023 have been deferred in other long-term liabilities.

Additional amounts under the contracts are tied to certain milestones and will also be recorded as a long-term liability as payment due under such milestones are received.

From time to time, the Company enters into contracts for jointly funded research and development projects to develop technology that may be commercialized into a product in the future and receives payments as milestones under the contracts are met.

If the Company is required to repay all or a portion of the funds provided by the other parties under certain conditions, the Company defers such funds in other-long term liabilities.

As of December 31, 2024, funds of $ 15.0 million received from the other parties have been deferred in other long-term liabilities.

The Company de-recognizes the liabilities when the contingencies associated with the repayment conditions have been resolved.

During the years ended December 31, 2023 and 2022, the Company recognized $ 0 and $ 3.8 million, respectively, in previously deferred amounts from other parties due to resolution of such repayment conditions.

During the years ended December 31, 2024 and 2023, the Company recognized no amounts in previously deferred amounts from other parties due to resolution of such repayment conditions.

Dispute with Silicon Motion

As disclosed in Note 3, on July 26, 2023, MaxLinear terminated the Merger Agreement on multiple grounds.

As previously disclosed, on July 26, 2023, MaxLinear terminated the Merger Agreement on multiple grounds (Note 3).

On August 16, 2023, Silicon Motion delivered to MaxLinear a notice, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration before the Singapore International Arbitration Centre to seek damages from MaxLinear arising from MaxLinear’s alleged breaches of the Merger Agreement.

3 unchanged sentences

The arbitration will be confidential.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MaxLinear believes that it properly terminated the Merger Agreement.

MaxLinear remains confident in its decision and will vigorously defend its right to terminate the Silicon Motion transaction without penalty.

Class Action Complaint

Silicon Motion Stockholder Litigation

MaxLinear and certain of its officers have been named as defendants in two lawsuits brought by stockholders of Silicon Motion.

On August 31, 2023, a Silicon Motion stockholder filed a putative class action complaint in the United States District Court for the Southern District of California captioned Water Island Event-Driven Fund v.

MaxLinear, Inc.

MaxLinear, Inc., No.

23-cv-01607 (S.D.

Cal.), against MaxLinear and certain of its current officers.

The complaint includes two claims:

(1) an alleged violation of Section 10(b) of the Securities Exchange Act of 1934, or the “Exchange Act”, and Rule 10b-5 promulgated thereunder;

The complaint included two claims:

(1) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder;

and (2) an alleged violation of Section 20(a) of the Exchange Act.

The complaint alleges that the defendants made false and misleading statements and/or omitted material facts that MaxLinear had a duty to disclose, concerning the Company’s ability and intention to timely close the merger with Silicon Motion, including that:

(i) MaxLinear had allegedly decided it would not consummate the merger because the economic circumstances surrounding the merger had materially changed, including a material downturn in the semiconductor industry and rising interest rates;

(ii) MaxLinear had allegedly determined to unilaterally terminate the merger in the event the merger was approved by SAMR;

(iii) MaxLinear had allegedly intended to argue that certain conditions in Article 6 of the Merger Agreement had not been satisfied as required by May 5, 2023 as a basis to terminate the merger;

and (iv) as a result, MaxLinear had allegedly materially misrepresented the viability of the merger, the purported benefits of the merger, and the likelihood that the merger would be consummated.

The complaint seeks compensatory damages, including interest, costs and expenses and such other equitable or injunctive relief that the court deems appropriate.

MaxLinear will vigorously defend its position.

On December 20, 2023, the Court appointed the lead plaintiffs, who are expected to file an amended complaint by February 15, 2024.

Defendants expect to answer or move to dismiss by March 29, 2024.

On December 20, 2023, the court appointed the lead plaintiffs, who filed the Consolidated Complaint on February 15, 2024.

The Consolidated Complaint alleged that the defendants made false and misleading statements and/or omitted material facts that MaxLinear had a duty to disclose, concerning the Company’s intention to close the merger with Silicon Motion.

On August 28, 2024, the court granted the defendants a motion to dismiss, holding that the plaintiffs lacked standing to sue MaxLinear and its officers.

The case was dismissed without prejudice.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On September 18, 2024, the plaintiffs filed an Amended Consolidated Complaint, or the Amended Complaint.

The Amended Complaint includes the same two claims as alleged in the Consolidated Complaint and makes similar factual allegations against the MaxLinear defendants, but adds Silicon Motion and certain of its officers as additional defendants.

The Amended Complaint seeks compensatory damages, including interest, costs and expenses and such other relief that the court deems appropriate.

On November 25, 2024, the MaxLinear defendants filed a motion to dismiss the Amended Complaint.

MaxLinear intends to continue to vigorously defend its position.

On June 13, 2024, HBK Master Fund L.P.

and HBK Merger Strategies Master Fund L.P., stockholders of Silicon Motion (the "HBK Plaintiffs"), filed an additional complaint in the United States District Court for the Southern District of California captioned HBK Master Fund L.P.

MaxLinear, Inc., No.

24-cv-01033 (S.D.

Cal.), against MaxLinear and certain of its current officers, which also alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act, and other violations.

The complaint alleges that the defendants concealed their intention to terminate the merger with Silicon Motion from Silicon Motion’s shareholders.

The complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other equitable or injunctive relief that the court deems appropriate.

On January 2, 2025, the court granted the defendants a motion to dismiss holding that the plaintiffs lacked standing to sue MaxLinear and its officers.

The case was dismissed without prejudice.

On January 17, 2025, the HBK Plaintiffs filed an amended complaint, including the same two claims as alleged previously with similar factual allegations.

The amended complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other relief that the court deems appropriate.

MaxLinear intends to continue to vigorously defend its position.

Comcast Litigation

2 unchanged sentences

MaxLinear shared its design and know-how on several occasions, all pursuant to a non-disclosure agreement between MaxLinear and Comcast, with the expectation that Comcast would keep the information confidential.

Comcast needed this technology in order to effectively compete with fiber-optic internet providers.

Instead of engaging MaxLinear to develop the FDX amplifier, Comcast shared MaxLinear’s proprietary designs with MaxLinear’s direct competitor.

Comcast then worked with MaxLinear’s competitor to develop the FDX-amplifier technology.

MaxLinear alleges that Comcast needed this technology in order to effectively compete with fiber-optic internet providers.

Instead of engaging MaxLinear to develop the FDX amplifier, Comcast allegedly shared MaxLinear’s proprietary designs with MaxLinear’s direct competitor.

Comcast allegedly then worked with MaxLinear’s competitor to develop the FDX-amplifier technology.

MaxLinear brought claims for trade secret misappropriation, unfair competition, and breach of the parties’ non-disclosure agreement, and it sought an unspecified amount of compensatory damages, punitive damages, pre-judgment and post-judgment interest, costs, expenses, and attorney fees as well as an injunction against Comcast’s use or disclosure of MaxLinear’s trade secrets.

On March 19, 2024, Comcast amended its claims for declaratory judgments, indemnification, and breach of the implied covenant of good faith and fair dealing, and on April 3, 2024, MaxLinear moved to dismiss all claims against it.

On September 19, 2024, the court granted the motion to dismiss with respect to certain claims for declaratory judgment claim and denied the motion to dismiss with respect to the remaining claims.

On September 23, 2024, Comcast filed amended claims for declaratory judgment, indemnification, and breach of the implied covenant of good faith and fair dealing, and on October 14, 2024, MaxLinear amended and refiled its trade secret and related claims.

MaxLinear intends to continue to vigorously defend its position.

Dish Litigation

On February 10, 2023, Entropic Communications, LLC, or Entropic, filed claims for patent infringement against Dish Network Corporation, Dish Network LLC, Dish Network Service, LLC, and Dish Network California Service Corporation, or together, Dish,.

At that time, MaxLinear was not a party to the action.

On September 21, 2023, Dish Network California Service Corporation, or Dish California, filed four counterclaims against MaxLinear in the United States District Court for the Central District of California.

On September 21, 2023, Dish Network California Service Corporation, or Dish California, filed four counterclaims against MaxLinear.

The four claims are declaratory judgment, breach of contract, fraud and negligent misrepresentation, and civil conspiracy.

Dish California alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations owed to the Multimedia over Coax Alliance, or MoCA, under MoCA’s Intellectual Property Rights, or IPR, Policy.

Dish California alleges that MaxLinear also allegedly violated the MoCA IPR Policy by failing to offer Dish California a fair, reasonable, and nondiscriminatory, or FRAND, license for these patents.

Dish California seeks an unspecified amount of compensatory damages, disgorgement, attorneys’ fees, experts’ fees, and costs.

On January 31, 2024, the Dish defendants, together with DISH Technologies L.L.C., or collectively, Dish, filed eight counterclaims (amended counterclaims for Dish California) against MaxLinear.

The eight counterclaims are (1) breach of contract, (2) fraud and negligent misrepresentation, (3) fraud arising from a civil conspiracy, (4) quasi-contract for restitution/unjust enrichment, (5) combination in restraint of trade, (6) violation of the Cartwright Act (by Dish California only), (7) patent misuse, and (8) violation of Cal.

Code § 17200 et seq.

Dish’s eight counterclaims revolve around a core allegation that MaxLinear is a member of the Multimedia over Coax Alliance (MoCA) and that MaxLinear violated its obligation under

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MoCA’s Intellectual Property Rights Policy, or IPR Policy, by acting with Entropic to rid the asserted patents of the RAND encumbrances.

Dish seeks an unspecified amount of compensatory damages, disgorgement, attorneys’ fees, experts’ fees, and costs.

On February 21, 2024, MaxLinear moved to dismiss the Dish defendants’ counterclaim.

On April 22, 2024, a Special Master issued a report and recommendation, or the R&R, which recommended granting the motion to dismiss with prejudice as to the following counterclaims:

(1) quasi-contract for restitution/unjust enrichment, (2) combination in restraint of trade, (3) violation of the Cartwright Act, (4) patent misuse, and (5) violation of Cal.

Code § 17200.

MaxLinear submitted objections to the R&R as to the remaining claims that were not dismissed.

Dish submitted objections to the R&R’s recommended dismissal of the quasi-contract for restitution/unjust enrichment counterclaim.

The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.

On July 30, 2024, this case was stayed until September 17, 2024.

There was a motion to stay this case pending resolution of Inter Partes Review (“IPR”).

MaxLinear intends to continue to vigorously defend its position.

Cox Litigations

On October 6, 2023, Cox Communications, Inc., CoxCom, LLC, and Cox Communications California, LLC, or together, Cox, filed claims in two separate actions against MaxLinear in the United States District Court for the Central District of California.

In the first action, in response to Entropic suing Cox for patent infringement, Cox filed counterclaims alleging that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by failing to offer Cox a FRAND license for these patents.

On February 10, 2023, Entropic sued Cox Communications, Inc., CoxCom, LLC, and Cox Communications California, LLC, or together, Cox, in two separate actions in the United States District Court for the Central District of California.

On October 6, 2023, Cox filed counterclaims against MaxLinear in each of the two actions.

In the first action, Cox alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by allegedly failing to ensure that Cox would be offered a FRAND license for these patents.

Cox amended its counterclaims on January 9, 2024 and is asserting claims of breach of contract, unjust enrichment, and declaratory judgment against MaxLinear.

Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.

On April 22, 2024, a Special Master issued the R&R, which recommended granting the motion to dismiss with prejudice as to the unjust enrichment counterclaim but denying the motion as to the breach of contract and declaratory judgment counterclaims.

MaxLinear submitted objections to the R&R’s denial-in-part.

Cox submitted objections to the R&R as to the unjust enrichment counterclaim and as to certain findings related to the breach of contract counterclaim.

The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.

In the second action, in response to Entropic suing Cox for patent infringement, Cox filed counterclaims against MaxLinear.

3 unchanged sentences

Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs.

MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.

On April 22, 2024, a Special Master issued the R&R, which recommended dismissing all Cox counterclaims with prejudice.

Cox submitted objections to the R&R as to the unjust enrichment counterclaim.

The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.

On July 30, 2024, these cases were stayed until September 17, 2024.

There was a motion to stay pending resolution of IPR.

MaxLinear intends to continue to vigorously defend its position.

The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

2 unchanged sentences

however, a reasonable estimate of the amount or range of such loss cannot be made at this time.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Matters

2 unchanged sentences

Regardless of the outcome, litigation and claims can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

Segment Reporting

The following table presents segment revenue, gross profit, and net income (loss) for the periods presented:

Year Ended December 31,

2024 2023 2022

Net revenue $ 360,528 $ 693,263 $ 1,120,252

Cost of net revenue 165,746 307,600 470,483

Gross profit 194,782 385,663 649,769

Employee related 243,231 268,231 328,264

Depreciation and amortization 17,555 20,109 27,935

Design and prototype expenses 60,497 69,804 71,089

Professional fees 23,531 23,409 17,787

Occupancy 18,704 20,107 19,375

Restructuring 53,379 19,786 2,265

Impairment of intangibles 1,237 2,438 2,811

Impairment of investments 11,769 — —

Interest and other (income) expense, net 3,596 25,589 6,045

Income tax expense 6,481 9,337 49,158

Segment net income (loss) $ ( 245,198 ) $ ( 73,147 ) $ 125,040

Stock Repurchases

On February 23, 2021, the Company’s board of directors authorized a plan to repurchase up to $ 100 million of the Company’s common stock over a period ending February 16, 2024.

The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements.

Any purchases will be funded from available working capital and may be effected through open market purchases, block transactions, and privately negotiated transactions.

The share repurchase program does not obligate the Company to make any repurchases and may be modified, suspended, or terminated by the Company at any time without prior notice.

The share repurchase program has been temporarily suspended since July 2022 due to the Company’s previously pending (now terminated) merger with Silicon Motion (Note 3).

During the year ended December 31, 2023, the Company did no t repurchase any shares of its common stock under the repurchase program.

During the year ended December 31, 2022, the Company repurchased 564,449 shares of its common stock at a weighted average price of $ 55.7972 per share at an aggregate value of approximately $ 31.5 million under the repurchase program.

On February 23, 2021, the Company’s board of directors authorized a plan to repurchase up to $ 100.0 million of the Company’s common stock over a period which ended February 16, 2024.

The amount and timing of repurchases were subject to a variety of factors including liquidity, share price, market conditions, and legal requirements.

Any purchases were funded from available working capital and were effected through open market purchases, block transactions, and privately negotiated transactions.

The share repurchase program did not obligate the Company to make any repurchases and was able to be modified, suspended, or terminated by the Company at any time without prior notice.

The share repurchase program was suspended from July 2022 until its expiration due to the Company’s previously pending (now terminated) merger with Silicon Motion (Note 3).

As a result, during the year ended December 31, 2024 and 2023, the Company did not repurchase any shares of its common stock under the repurchase program.

As of December 31, 2023, the aggregate value of common stock repurchased under the program was approximately $ 55.0 million and approximately $ 45.0 million remained available for repurchase under the program.

As of December 31, 2024, the aggregate value of common stock repurchased under the program was approximately $ 55.0 million and no shares remained available for repurchase under the program, as the plan expired on February 16, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures