What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-23 compared with 2024-10-23 · 264 added, 540 removed, 640 unchanged (56% of the section changed)

3 unchanged sentences

(in thousands, except par value amounts)

September 30,

2025 December 31,

32 unchanged sentences

550,000 shares authorized;

84,362 shares issued and outstanding at September 30, 2024 and 81,818 shares issued and outstanding December 31, 2023

86,374 shares issued and outstanding at March 31, 2025 and 84,613 shares issued and outstanding December 31, 2024

Additional paid-in capital 912,570 886,823

7 unchanged sentences

in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net revenue $ 95,933 $ 95,269

4 unchanged sentences

Selling, general and administrative 36,589 36,488

Impairment losses 1,237 — 1,237 2,438

Restructuring charges 7,879 22,630

Total operating expenses 99,925 123,884

Income (loss) from operations ( 66,743 ) ( 17,818 ) ( 182,179 ) 3,522

Loss from operations ( 46,094 ) ( 74,616 )

Interest income 864 1,822

15 unchanged sentences

in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net loss $ ( 49,713 ) $ ( 72,309 )

Foreign currency translation adjustments, net of tax benefit of $ 42 and $ 169 for the three and nine months ended September 30, 2024, respectively, and net of tax benefit of $ 64 and $ 229 for the three and nine months ended September 30, 2023, respectively

Foreign currency translation adjustments, net of tax benefit of $ 5 for the three months ended March 31, 2025, and net of tax benefit of $ 49 for the three months ended March 31, 2024

857 ( 1,782 )

Reclassification adjustments of unrealized gain (loss) on pension and other defined benefit plans — ( 3,792 ) — ( 3,792 )

Total comprehensive loss $ ( 48,856 ) $ ( 74,091 )

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTERS ENDED SEPTEMBER 30, 2024

FISCAL QUARTER ENDED MARCH 31, 2025

in thousands)

9 unchanged sentences

Stock-based compensation — — 22,871 — — 22,871

Other comprehensive loss — — — ( 1,782 ) — ( 1,782 )

Net loss — — — — ( 72,309 ) ( 72,309 )

Balance at March 31, 2024 83,067 8 834,384 ( 5,573 ) ( 190,836 ) 637,983

Common stock issued pursuant to equity awards, net 655 — ( 545 ) — — ( 545 )

Employee stock purchase plan 176 — 2,682 — — 2,682

Stock-based compensation — — 17,344 — — 17,344

Other comprehensive loss — — — ( 943 ) — ( 943 )

Net loss — — — — ( 39,266 ) ( 39,266 )

Balance at June 30, 2024 83,898 8 853,865 ( 6,516 ) ( 230,102 ) 617,255

Common stock issued pursuant to equity awards, net 464 — ( 56 ) — — ( 56 )

Stock-based compensation — — 12,794 — — 12,794

Other comprehensive income — — — 857 — 857

Net loss — — — — ( 49,713 ) ( 49,713 )

Balance at September 30, 2024 84,362 $ 8 $ 866,603 $ ( 3,852 ) $ ( 305,887 ) $ 556,872

Balance at March 31, 2025 86,374 $ 9 $ 912,570 $ ( 5,966 ) $ ( 413,438 ) $ 493,175

MAXLINEAR, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTERS ENDED SEPTEMBER 30, 2023

FISCAL QUARTER ENDED MARCH 31, 2024

in thousands)

10 unchanged sentences

Other comprehensive loss — — — ( 1,782 ) — ( 1,782 )

Net income — — — — 9,533 9,533

Balance at March 31, 2023 79,981 8 771,164 ( 1,213 ) ( 35,847 ) 734,112

Common stock issued pursuant to equity awards, net 808 — ( 2,752 ) — — ( 2,752 )

Employee stock purchase plan 141 — 2,989 — — 2,989

Stock-based compensation — — 17,127 — — 17,127

Other comprehensive loss — — — ( 1,078 ) — ( 1,078 )

Net loss — — — — ( 72,309 ) ( 72,309 )

Balance at June 30, 2023 80,930 8 788,528 ( 2,291 ) ( 40,198 ) 746,047

Common stock issued pursuant to equity awards, net 631 — ( 3,017 ) — — ( 3,017 )

Stock-based compensation — — 5,123 — — 5,123

Other comprehensive loss — — — ( 5,647 ) — ( 5,647 )

Net loss — — — — ( 39,829 ) ( 39,829 )

Balance at September 30, 2023 81,561 $ 8 $ 790,634 $ ( 7,938 ) $ ( 80,027 ) $ 702,677

Balance at March 31, 2024 83,067 $ 8 $ 834,384 $ ( 5,573 ) $ ( 190,836 ) $ 637,983

See accompanying notes.

2 unchanged sentences

in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

Net loss $ ( 49,713 ) $ ( 72,309 )

Adjustments to reconcile net loss to cash provided by operating activities:

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

Amortization and depreciation 11,149 16,684

Impairment of intangible assets 1,237 2,438

Impairment of investments and other assets 14,000 —

Amortization of debt issuance costs and accretion of discounts 510 688

2 unchanged sentences

Loss on disposal of property and equipment — 390

Unrealized holding loss on investments — 3,917

Impairment of leased right-of-use assets 3,415 —

(Adjustments to) impairment of leased right-of-use assets ( 22 ) 2,038

Gain on extinguishment of lease liabilities — ( 569 )

Gain on settlement of pension — ( 1,008 )

Loss on foreign currency 973 140

Excess tax (benefits) deficiencies on stock-based awards ( 2,988 ) ( 529 )

(Gain) loss on foreign currency 1,184 ( 968 )

Excess tax deficiencies on stock-based awards 1,575 1,367

Changes in operating assets and liabilities:

11 unchanged sentences

Purchases of intangible assets — ( 368 )

Cash used in acquisition, net of cash acquired — ( 12,384 )

Net cash used in investing activities ( 1,989 ) ( 8,710 )

Financing Activities

Payment of debt commitment fees — ( 18,325 )

Net proceeds from issuance of common stock 1,579 3,168

Net proceeds from issuance of common stock, net of costs ( 10 ) —

Minimum tax withholding paid on behalf of employees for restricted stock units ( 2,130 ) ( 2,103 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 9 ) ( 583 )

Decrease in cash, cash equivalents and restricted cash ( 38,864 ) ( 205 )

Increase (decrease) in cash, cash equivalents and restricted cash ( 15,538 ) 4,574

Cash, cash equivalents and restricted cash at beginning of period 119,603 188,356

12 unchanged sentences

was incorporated in Delaware in September 2003.

MaxLinear, Inc., together with its directly and indirectly wholly-owned subsidiaries, collectively referred to as MaxLinear, or the Company, is a provider of communications systems-on-chip, or SoC, solutions used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications.

MaxLinear, Inc., together with its directly and indirectly wholly-owned subsidiaries, collectively referred to as MaxLinear, or the Company, is a provider of communications systems-on-chips, or SoCs, solutions used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications.

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 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.

MaxLinear’s customers primarily include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, which 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;

8 unchanged sentences

All intercompany transactions and investments have been eliminated in consolidation.

In the opinion of management, the Company’s unaudited consolidated interim financial statements contain adjustments, including normal recurring accruals necessary to present fairly the Company’s consolidated financial position, results of operations, comprehensive income, stockholders’ equity, and cash flows.

The consolidated balance sheet as of December 31, 2024 was derived from the Company’s audited consolidated financial statements at that date.

The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or the SEC, on January 29, 2025, or the Annual Report.

Interim results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.

Interim results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

The functional currency of certain foreign subsidiaries is the local currency.

4 unchanged sentences

Use of Estimates and Significant Risks and Uncertainties

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes of the consolidated financial statements.

Actual results could differ from those estimates.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of October 23, 2024, the issuance date of this Quarterly Report on Form 10-Q.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of April 23, 2025, the issuance date of this Quarterly Report on Form 10-Q.

Actual results could differ from those estimates.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

Business Combinations

The Company applies the provisions of ASC 805, Business Combinations , in accounting for its acquisitions.

It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values.

Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed.

While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

Costs to exit or restructure certain activities of an acquired company or the Company’s internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from the business combination.

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 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.

Subsequent to the measurement period, changes in estimates of such contingencies will affect earnings and could have a material effect on the Company's results of operations and financial position.

In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date.

The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period.

Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position.

Cash and Cash Equivalents

The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Cash equivalents are recorded at cost, which approximates market value.

Accounts Receivable

The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness.

The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts, which is based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions.

Delinquent account balances are written off after management has determined that the likelihood of collection is remote.

The Company assesses the recoverability of its inventory based on assumptions about demand and market conditions.

Forecasted demand is determined based on historical sales and expected future sales.

Inventory is stated at the lower of cost or

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

net realizable value.

Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis and net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.

The Company reduces its inventory to the lower of its cost or net realizable value on a part-by-part basis to account for obsolescence or lack of marketability.

Reductions are calculated as the difference between the cost of inventory and its net realizable value based upon assumptions about future demand, market conditions and costs.

Once established, these adjustments are considered permanent and are not revised until the related inventory is sold or disposed of.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and compensation are considered to be representative of their respective fair values because of the short-term nature of these accounts.

Property and Equipment

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 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.

Production masks that do not meet the criteria for capitalization are expensed as research and development costs.

Goodwill and Intangible Assets

Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method.

Intangible assets represent purchased intangible assets including developed technology, in-process research and development, or IPR&D, technologies acquired or licensed from other companies, customer relationships, non-compete covenants, backlog, and trademarks and tradenames.

Purchased finite-lived intangible assets are capitalized and amortized over their estimated useful lives.

Technologies acquired or licensed from other companies, customer relationships, non-compete covenants, backlog, and trademarks and tradenames are capitalized and amortized over the lesser of the terms of the agreement, or estimated useful life.

The Company capitalizes IPR&D projects acquired as part of a business combination.

On completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives.

Impairment of Goodwill and Long-Lived Assets

Goodwill is not amortized but is tested for impairment using either a qualitative assessment, and/or quantitative assessment, which is based on comparing the fair value of a reporting unit with its carrying amount.

If the carrying amount of a reporting unit exceeds its fair value, a goodwill impairment loss is recorded.

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.

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.

Recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to its fair value.

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.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

The Company regularly reviews the carrying amount of its long-lived assets subject to depreciation and amortization, as well as the useful lives, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives.

An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset.

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.

Revenue Recognition

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 nine months ended September 30, 2024 as uncertainties related to such consideration were resolved.

During the three months ended September 30, 2024, there was no variable consideration recognized related to resolution of uncertainties related to such consideration.

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.

Payment of invoices is due as specified in the underlying customer agreement, typically 30 days from the invoice date, which occurs on the date of transfer of control of the products to the customer.

Since payment terms are less than a year, the Company has elected the practical expedient and does not assess whether a customer contract has a significant financing component.

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 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.

Pricing adjustments and estimates of returns under contractual stock rotation rights are treated as variable consideration for purposes of determining the transaction price, and are estimated at the time control transfers using the expected value method based on the Company’s analysis of actual price adjustment claims by distributors and historical product return rates, and then reassessed at the end of each reporting period.

The Company also considers whether any variable consideration is constrained, since such amounts for which it is probable that a significant reversal will occur when the contingency is subsequently resolved are required to be excluded from revenues.

Price adjustments are finalized at the time the products are sold through to the end customer and the distributor or end customer submits a claim to reduce the sale price to a pre-approved net price.

Stock rotation allowances are capped at a fixed percentage of the Company’s sales to a distributor for a period of time, up to six months , as specified in the individual distributor contract.

If the Company’s current estimates of such credits and rights are materially inaccurate, it may result in adjustments that affect future revenues and gross profits.

Returns under the Company’s general assurance warranty of products for a period of one to three years have not been material and warranty-related services are not considered a separate performance obligation under the customer contracts.

Most of the Company’s customers resell the Company’s product as part of their product and thus are tax-exempt;

however, to the extent the Company

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

collects and remits taxes on product sales from customers, it has elected to exclude from the measurement of transaction price such taxes.

Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized upon transfer of control of the products to the customer.

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 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.

Other obligations to customers, which are included in accrued price protection liability in the consolidated balance sheets, consist of estimates of price protection rights offered to the Company’s end customer on products sold by the Company to the end customer’s contract manufacturer at a standard price that are later incorporated into the end customers’ product.

The Company’s price adjustments included in accrued expenses and other current liabilities are discounts and rebates expected to be claimed by the Company’s distributors upon sell-through of the products to their customers, which are initially sold by the Company to the distributors at a standard price.

Also included in accrued expenses and other current liabilities are amounts expected to be returned by distributors under stock rotation rights.

The Company also records a right of return asset, consisting of amounts representing the products the Company expects to receive from customers in returns, which is included in inventory in the consolidated balance sheets, and is typically settled within six months of transfer of control to the customer, or the period over which stock rotation rights are based.

Upon lapse of the time period for stock rotations, or the contractual end to price protection and rebate programs, which is approximately one to two years , and when the Company believes unclaimed amounts are no longer subject to payment and will not be paid, any remaining asset or liability is derecognized by an offsetting entry to cost of net revenue and net revenue.

For additional disclosures regarding contract liabilities and other obligations to customers, see Note 12.

The Company assesses customer accounts receivable and contract assets for impairment in accordance with ASC 310-10-35.

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.

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.

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 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.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-based Compensation

The Company measures the cost of employee services received in exchange for equity incentive awards, including restricted stock units, employee stock purchase rights and stock options based on the grant date fair value of the award.

The Company calculates the fair value of restricted stock units and performance-based restricted stock units based on the fair market value of the Company’s common stock on the grant date.

Stock-based compensation expense is then determined based on the number of restricted stock units that are expected to vest;

for performance-based restricted stock units, this is the number of units that are expected to vest during the performance period if it is probable that the Company will achieve the performance metrics specified in the underlying award agreement.

The Company uses the Black-Scholes valuation model to calculate the fair value of stock options and employee stock purchase rights granted to employees.

Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period.

The Company recognizes compensation expense over the vesting period using the straight-line method and classifies these amounts in the consolidated statements of operations based on the department to which the related employee reports.

Research and Development

Costs incurred in connection with the development of the Company’s technology and future products are charged to research and development expense as incurred.

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.

The Company also obtains research and development funding grants from governments in certain jurisdictions in which it operates.

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.

In the three months ended September 30, 2024 and 2023, the Company recognized aggregate income from jointly funded R&D projects and government grants of approximately $ 0.6 million and $ 1.4 million, respectively.

During the nine months ended September 30, 2024 and 2023, the Company recognized aggregate income from jointly funded R&D projects and government grants of approximately $ 3.1 million and $ 11.3 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).

The Company’s leases primarily consist of facility leases which are classified as operating leases.

The Company assesses whether an arrangement contains a lease at inception.

The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term.

The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate when the implicit rate is unknown.

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 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.

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

The Company monitors its long-lived assets for indicators of impairment.

As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of a facility as part of a restructuring plan is typically an indicator of impairment.

If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group.

Pension and Other Defined Benefit Retirement Obligations

The costs of pension and certain other defined benefit employee retirement benefits are required to be recognized based upon actuarial valuations.

The related net retirement benefit obligation is recognized as the excess of the projected benefit obligation over the fair value of the plan assets.

In measuring the retirement benefit obligation, the discount rate, expected long-term rate of return on plan assets, and long-term rate of salary increase are the most significant assumptions.

Retirement benefit costs primarily represent the increase in the actuarial present value of the retirement benefit obligation.

The Company provides for income taxes utilizing the asset and liability approach of accounting for income taxes.

Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid.

Deferred taxes are presented net as noncurrent.

The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year.

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.

The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority.

An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

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

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.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

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.

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.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity (net assets) of a business entity during a period from transactions and other events and circumstances from non-owner sources.

Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss), net of tax, such as foreign currency translation gains and losses and changes in fair value of projected benefit obligations for defined benefit plans.

Litigation and Settlement Costs

Legal costs are expensed as incurred.

The Company is involved in disputes, litigation and other legal actions in the ordinary course of business.

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.

Refer to the Company’s Annual Report for a summary of significant accounting policies.

There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2025.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently Adopted Accounting Pronouncements

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 was not material to the Company’s consolidated financial position and results of operations for the three months ended March 31, 2025.

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 beginning with annual periods in 2024 and interim periods in 2025 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.

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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 Company intends to adopt the amendments in this update prospectively for annual periods 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.

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.

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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 Company intends to adopt the amendments in this update prospectively for annual periods 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, 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 loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

Basic earnings per share, or EPS, is calculated by dividing net loss by the weighted-average number of common shares

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

outstanding for the period, without consideration for common stock equivalents.

Diluted EPS is computed by dividing net 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.

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

(in thousands, except per share amounts)

6 unchanged sentences

Diluted $ ( 0.58 ) $ ( 0.88 )

For the three months ended September 30, 2024 and 2023, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 6.0 million and 4.9 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

For the nine months ended September 30, 2024 and 2023, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 6.2 million and 4.8 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

For the three months ended March 31, 2025 and 2024, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 5.0 million and 5.0 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

Business Combinations

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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, in August 2023, the Company was required to pay to Wells Fargo Bank a ticking fee of $ 18.3 million.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Acquisition of Company Y

On January 17, 2023, the Company completed its acquisition of a business, or Company Y, pursuant to a Purchase and Sale Agreement, or the Purchase Agreement.

The transaction consideration included $ 9.8 million in cash.

In addition, Company Y stockholders are 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.

Acquisition Consideration

The following table summarizes the fair value of purchase price consideration to acquire Company Y (in thousands):

Description Amount

Fair value of purchase consideration:

Contingent consideration (1)

Total purchase price $ 12,424

_________________

(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.

Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration.

Purchase Price Allocation

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 includes $ 2.0 million in net operating liabilities, with $ 11.8 million in goodwill.

Assumptions in the Allocations of Purchase Price

Management prepared the purchase price allocations for Company Y and in doing so considered or relied in part upon reports of a third party valuation expert to calculate the fair value of certain acquired assets, which primarily included an acquired workforce and contingent consideration.

Certain stockholders that are employees of Company Y were not required to remain employed in order to receive the contingent consideration;

accordingly, the fair value of the contingent consideration was accounted for as a portion of the purchase consideration.

Estimates of fair value require management to make significant estimates and assumptions.

The goodwill recognized is attributable primarily to the acquired workforce.

Certain liabilities included in the purchase price allocations are based on management’s best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared.

Goodwill recorded in connection with Company Y was $ 11.8 million as of September 30, 2024.

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring Activity

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

Restructuring costs in the nine months ended September 30, 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 three and nine months ended September 30, 2024, the Company incurred $ 26.8 million in restructuring costs pertaining to the 2024 Workforce Reduction, which included $ 17.0 million in charges under contracts associated with cancelled projects and related impairment of assets, $ 9.1 million in severance costs and related expenses, and $ 0.7 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 nine months ended September 30, 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 nine months ended September 30, 2024 related to the 2023 Workforce Reductions pertained to statutory severance benefits in the jurisdictions in which the terminated employees were employed.

The Company expects to incur additional restructuring costs associated with the 2023 Workforce Reductions and 2024 Workforce Reduction of approximately $ 3.0 million to $ 5.0 million, which is expected to pertain to severance due to statutory requirements in the jurisdictions in which the terminated employees were employed, as well as exiting facilities.

The Company expects to complete notifications to employees regarding the 2024 Workforce Reduction and finalize its plans to exit facilities by the end of 2024.

In the three months ended March 31, 2025, the Company incurred $ 7.9 million in restructuring costs which included $ 6.3 million in charges under contracts associated with CAD tool licenses that the Company ceased using during the quarter and $ 1.6 million in severance costs and related expenses in connection with a workforce reduction.

The Company expects to complete the workforce reduction in the second quarter of 2025 and estimates that it will incur an additional $ 4.0 million to $ 6.0 million in restructuring costs.

Estimated restructuring costs remaining to be incurred for the restructuring plan pertain to severance and related costs to be incurred upon completion of notice to employees and exiting of additional leased office space, and are anticipated to be incurred in the second quarter of 2025.

The estimate of costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ.

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.

All statements other than statements of historical facts contained in the paragraphs above are forward-looking statements including statements relating to the Company’s plans, expectations, forecasts and future events.

Such forward-looking statements include, but are not limited to, the potential of, and expectations regarding the Company’s statements relating to the expected impacts, charges and costs associated with the 2023 Workforce Reductions and 2024 Workforce Reduction that the Company expects to incur.

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 restructuring plan.

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

(in thousands)

Employee separation expenses $ 1,597 $ 19,938

Lease related charges 674 — 3,628 42

Lease related charges, net of adjustments 2 2,137

Other 6,280 555

$ 7,879 $ 22,630

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents a roll-forward of the Company’s restructuring liability for the nine months ended September 30, 2024.

The following table presents a roll-forward of the Company’s restructuring liability for the three months ended March 31, 2025.

The restructuring liability is included in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets.

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Restructuring charges 1,597 561 6,280 8,438

Adjustments to restructuring charges — ( 559 ) — ( 559 )

Cash payments ( 2,277 ) ( 115 ) ( 1 ) ( 2,393 )

Non-cash charges and adjustments 9 ( 91 ) ( 3,098 ) ( 3,180 )

Liability as of September 30, 2024 6,800 35 14,392 21,227

current portion as of September 30, 2024 ( 6,800 ) ( 35 ) ( 8,775 ) ( 15,610 )

Long-term portion as of September 30, 2024 $ — $ — $ 5,617 $ 5,617

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Liability as of March 31, 2025 3,387 1,093 13,537 18,017

current portion as of March 31, 2025 ( 3,387 ) ( 1,093 ) ( 8,855 ) ( 13,335 )

Long-term portion as of March 31, 2025 $ — $ — $ 4,682 $ 4,682

Goodwill and Intangible Assets

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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).

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

Nine Months Ended September 30,

(in thousands)

Beginning balance $ 318,588 $ 306,739

Acquisitions (Note 3)

Ending balance $ 318,588 $ 318,456

There were no changes in the carrying amount of goodwill for the three months ended March 31, 2025 and 2024.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company performs an annual goodwill impairment assessment on October 31st each year, using a quantitative assessment comparing the fair value of each reporting unit, which the Company has determined to be the entity itself, with its carrying amount, including goodwill.

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In addition to its annual review, the Company performs a test of impairment when indicators of impairment are present.

During the nine months ended September 30, 2024 and 2023, there were no indications of impairment of the Company’s goodwill balances.

During the three months ended March 31, 2025 and 2024, there were no indications of impairment of the Company’s goodwill balances.

Acquired Intangibles

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The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which are amortized over their estimated useful lives:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

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

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6.1 $ 484,302 $ ( 432,715 ) $ 51,587 $ 484,302 $ ( 429,294 ) $ 55,008

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:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(in thousands) (in thousands)

Three Months Ended March 31,

(in thousands)

Cost of net revenue $ 2,829 $ 8,468

Research and development — — — 2

Selling, general and administrative 592 591

2 unchanged sentences

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

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

1 unchanged sentence

Additions — 368

Other disposals — ( 769 )

Amortization ( 3,421 ) ( 9,059 )

Impairment losses ( 1,237 ) ( 2,438 )

Ending balance $ 51,587 $ 64,939

The Company regularly reviews the carrying amount of its long-lived assets subject to depreciation and amortization, as well as the related useful lives, to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives.

An impairment loss is recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset.

An impairment loss is recognized when the sum of the expected future undiscounted net cash

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

flows is less than the carrying amount of the asset.

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 each of the three and nine months ended September 30, 2024, impairment losses related to finite-lived intangible assets of $ 1.2 million were recognized.

During the three and nine months ended September 30, 2023, impairment losses related to finite-lived intangible assets of $ 0 and $ 2.4 million were recognized, respectively.

The impairment losses were attributable to abandonment of certain purchased licensed technology.

The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2024:

During the three months ended March 31, 2025 and 2024, no impairment losses related to finite-lived intangible assets were recognized.

The following table presents future amortization of the Company’s finite-lived intangible assets at March 31, 2025:

(in thousands)

2 unchanged sentences

Total $ 51,587

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Instruments

The composition of financial instruments is as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands)

Contingent consideration (Note 3)

Contingent consideration

$ 2,600 $ 2,600

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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 contingent consideration liability as of September 30, 2024 and December 31, 2023 is associated with the Company’s acquisition of Company Y in January 2023 (Note 3).

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

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

The fair value of 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, if applicable, 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 $ 2.6 million to Company Y.

The contingent consideration liability of $ 2.6 million as of each of March 31, 2025 and December 31, 2024, respectively, is associated with the Company’s acquisition of Company Y in January 2023.

The contingent consideration liability is classified as a Level 3 (significant unobservable inputs) financial instrument.

The contingent consideration as it relates to Company Y was subject to the acquired business’s satisfaction of certain personnel objectives by June 17, 2024, but remains unpaid pending resolution of certain matters.

The fair value of the contingent consideration was 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, if applicable, 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 $ 2.6 million to Company Y.

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.

Fair Value Measurements at September 30, 2024

September 30, 2024 Quoted Prices

Identical Assets

(Level 1) Significant

(Level 2) Significant

(in thousands)

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

Fair Value Measurements at December 31, 2023

Balance at December 31, 2023 Quoted Prices

Identical Assets

(Level 1) Significant

(Level 2) Significant

(in thousands)

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

MAXLINEAR, INC.

1 unchanged sentence

The following summarizes the activity in Level 3 financial instruments:

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

2 unchanged sentences

$ 2,600 $ 2,462

Acquisitions (1) (Note 3)

Payments — ( 2,700 )

Accretion of discount (1)

2 unchanged sentences

_____________________

(1) These changes to the balance associated with the estimated fair value of contingent consideration for the nine months ended September 30, 2024 and 2023 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.

(1) These changes to the balance associated with the estimated fair value of contingent consideration were due to 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.

for the nine months ended September 30, 2024.

for the three months ended March 31, 2025.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

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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 as of December 31, 2023 were investments in a privately held entity of $ 11.8 million, which were impaired in the three months ended September 30, 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, 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 three and nine months ended September 30, 2024.

Balance Sheet Details

Cash, cash equivalents and restricted cash consist of the following:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands)

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 104,065 $ 119,603

As of September 30, 2024 and December 31, 2023, cash and cash equivalents included money market funds of approximately $ 103.3 million and $ 78.1 million, respectively.

As of September 30, 2024 and December 31, 2023, the Company had restricted cash of approximately $ 1.0 million and $ 1.1 million, respectively.

As of March 31, 2025 and December 31, 2024, cash and cash equivalents included money market funds of approximately $ 59.3 million and $ 59.1 million, respectively.

As of March 31, 2025 and December 31, 2024, the Company had restricted cash of approximately $ 1.3 million and $ 1.0 million, respectively.

The cash is restricted in connection with guarantees for certain import duties and office leases.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Inventory consists of the following:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands)

2 unchanged sentences

$ 86,005 $ 90,343

Inventory decreased $ 4.3 million from $ 90.3 million as of December 31, 2024 to $ 86.0 million as of March 31, 2025, as the Company’s management continued to lower inventory levels.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment, net consists of the following:

(in Years) September 30, 2024 December 31, 2023

(in Years) March 31, 2025 December 31, 2024

(in thousands)

10 unchanged sentences

$ 55,546 $ 59,300

Depreciation expense for the three months ended September 30, 2024 and 2023 was $ 5.8 million and $ 5.6 million, respectively.

Depreciation expense for the nine months ended September 30, 2024 and 2023 was $ 17.0 million and $ 18.5 million, respectively.

Depreciation expense for the three months ended March 31, 2025 and 2024 was $ 5.8 million and $ 5.5 million, respectively.

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

In September 2023, the terms of this note receivable were renegotiated, and the first initial repayment of $ 1.5 million is 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.

During the three months ended September 30, 2024, a portion of the note receivable, or $ 0.5 million, was written off to other expense in the consolidated statement of operations.

In October 2024, the terms of this note receivable were renegotiated, and the first initial repayment of $ 0.5 million was 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.

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 September 30, 2024 and December 31, 2023, respectively.

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

Accrued price protection liability consists of the following activity:

Nine Months Ended September 30,

The long-term portion of the note receivable is included in other long-term assets as of March 31, 2025 and December 31, 2024, respectively.

Accrued price protection liability was $ 47.7 million at March 31, 2025 and $ 43.4 million at December 31, 2024.

The increase in price protection liability was driven by new rebate activity, offset by payments of rebates, as reflected in the table below:

Three Months Ended March 31,

(in thousands)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The decrease in price protection liability from approximately $ 71.7 million as of December 31, 2023 to approximately $ 44.5 million as of September 30, 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:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands)

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Other comprehensive loss before reclassifications, net of tax 857 — 857

Balance at September 30, 2024 $ ( 5,120 ) $ 1,268 $ ( 3,852 )

Balance at March 31, 2025 $ ( 7,232 ) $ 1,266 $ ( 5,966 )

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands)

7 unchanged sentences

Long-term debt, non-current portion $ 123,150 $ 122,996

As of March 31, 2025 and December 31, 2024, the weighted average effective interest rate on aggregate debt was approximately 7.0 % and 7.8 %, respectively.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023, the weighted average effective interest rate on aggregate debt was approximately 7.9 % and 7.6 %, respectively.

During the three months ended September 30, 2024 and 2023, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.2 million and $ 0.2 million, respectively, to interest expense.

During the nine months ended September 30, 2024 and 2023, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.5 million and $ 0.5 million.

The approximate aggregate fair value of the term loans outstanding as of September 30, 2024 and December 31, 2023 was $ 115.7 million and $ 114.5 million, respectively, which was estimated on the basis of inputs that are observable in the market and which is considered a Level 2 measurement method in the fair value hierarchy (Note 6).

As of September 30, 2024, the outstanding principal balance of $ 125.0 million is due in full on June 23, 2028, upon maturity of the loan.

During the three months ended March 31, 2025 and 2024, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.2 million and $ 0.2 million, respectively, to interest expense.

The approximate aggregate fair value of the term loans outstanding as of March 31, 2025 and December 31, 2024 was $ 119.9 million and $ 118.6 million, respectively, which was estimated on the basis of inputs that are observable in the market and which is considered a Level 2 measurement method in the fair value hierarchy (Note 6).

As of March 31, 2025, 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 the June 23, 2021 Credit Agreement

3 unchanged sentences

The remaining proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement are available for general corporate purposes and the proceeds of the Revolving Facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries.

As of September 30, 2024, the Revolving Facility was undrawn.

Under the terminated amended and restated commitment letter with Wells Fargo Bank and other lenders entered into in connection with the previously pending (now terminated) merger with Silicon Motion (Note 3), the Company had expected to repay the remaining outstanding term loans under this agreement upon closing of the merger.

As of March 31, 2025, the Revolving Facility was undrawn.

The June 23, 2021 Credit Agreement permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of (x) $ 175.0 million and (y) 100 % of consolidated EBITDA, plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests.

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The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement.

The Company is required to make mandatory prepayments of the outstanding principal amount of term loans under the June 23, 2021 Credit Agreement with the net cash proceeds from the disposition of certain assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness.

The Company has the right to prepay its term loans under the June 23, 2021 Credit Agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.0 % soft call premium applicable during the first six months following the closing date of the June 23, 2021 Credit Agreement.

The Initial Term Loan under the June 23, 2021 Credit Agreement will

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness.

The Initial Term Loan under the June 23, 2021 Credit Agreement will mature on June 23, 2028, at which time all outstanding principal and accrued and unpaid interest on the Initial Term Loan under the June 23, 2021 Credit Agreement must be repaid.

mature on June 23, 2028, at which time all outstanding principal and accrued and unpaid interest on the Initial Term Loan under the June 23, 2021 Credit Agreement must be repaid.

The Revolving Facility will mature on June 23, 2026, at which time all outstanding principal and accrued and unpaid interest under the Revolving Facility must be repaid.

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The Revolving Facility also prohibits the Company from having a secured net leverage ratio in excess of 3.50 :1.00 (subject to a temporary increase to 3.75 :1.00 following the consummation of certain material permitted acquisitions) as of the last day of any fiscal quarter of the Company (commencing with the fiscal quarter ending September 30, 2021) if the aggregate borrowings under the Revolving Facility exceed 1 % of the aggregate commitments thereunder (subject to certain exceptions set forth in the June 23, 2021 Credit Agreement) as of such date.

As of September 30, 2024, the Company was in compliance with such covenants.

As of March 31, 2025, the Company was in compliance with such covenants.

The June 23, 2021 Credit Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other indebtedness, covenant defaults, change in control defaults, judgment defaults, and bankruptcy and insolvency defaults.

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Stock-Based Compensation

Each share of common stock is entitled to one vote per share and holders of the common stock vote as a single class of stock on any matter that is submitted to a vote of stockholders.

Employee Stock-Based Compensation Plans

At September 30, 2024, the Company had stock-based compensation awards outstanding under the following plans:

At March 31, 2025, 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, and the 2024 Inducement Equity Incentive Plan, or the Inducement Plan.

Refer to the Company’s Annual Report for a summary of the 2010 Plan and the ESPP.

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.

Refer to the Company’s Annual Report for a summary of these plans.

As of March 31, 2025, the number of shares of common stock available for future issuance under the 2010 Plan was 16,105,720 shares, including stock options and restricted stock unit awards outstanding at March 31, 2025 of 11,189,718 shares.

As of March 31, 2025, the number of shares of common stock available for future issuance under the ESPP was 7,303,429 shares.

As of March 31, 2025, the number of shares of common stock available for future issuance under the Inducement Plan was 4,000,000 shares, including 342,435 shares subject to restricted stock unit awards outstanding as of March 31, 2025.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2024, the number of shares of common stock available for future issuance under the 2010 Plan was 15,417,601 shares.

As of September 30, 2024, the number of shares of common stock available for future issuance under the ESPP was 6,451,538 shares.

As of September 30, 2024, the number of shares of common stock available for future issuance under the Inducement Plan was 4,000,000 shares.

Employee Incentive Bonus

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In connection with the Company’s bonus programs, in February 2025, the Company issued 0.1 million freely-tradable (subject to certain restrictions for affiliates) shares of the Company’s common stock in settlement of bonus awards to employees, including executives, for the 2024 performance period.

At September 30, 2024, the Company has an accrual of $ 3.5 million for bonus awards for employees for year-to-date achievement in the 2024 performance period, which the Company intends to settle primarily in shares of its common stock, unless otherwise required to be settled in cash due to local laws or agreements.

At March 31, 2025, the Company has an accrual of $ 6.8 million for bonus awards for employees for year-to-date achievement in the 2025 performance period.

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

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The Company recognizes stock-based compensation in the consolidated statements of operations, based on the department to which the related employee reports, as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(in thousands) (in thousands)

Three Months Ended March 31,

(in thousands)

Cost of net revenue $ 282 $ 181

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$ 22,911 $ 17,061

The total unrecognized compensation cost related to unvested restricted stock units as of September 30, 2024 was $ 112.0 million, and the weighted average period over which these equity awards are expected to vest is 2.39 years.

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of September 30, 2024 was $ 1.4 million, and the weighted average period over which these equity awards are expected to vest is 1.40 years.

The total unrecognized compensation cost related to unvested restricted stock units as of March 31, 2025 was $ 115.3 million, and the weighted average period over which these equity awards are expected to vest is 2.39 years.

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of March 31, 2025 was $ 0.9 million, and the weighted average period over which these equity awards are expected to vest is 1.27 years.

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

The total unrecognized compensation cost related to unvested stock options as of September 30, 2024 was $ 28.0 million, and the weighted average period over which these equity awards are expected to vest is 3.39 years.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The total unrecognized compensation cost related to unvested stock options as of March 31, 2025 was $ 23.2 million, and the weighted average period over which these equity awards are expected to vest is 2.89 years.

Restricted Stock Units

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( 504 ) 26.25

Outstanding at September 30, 2024 5,109 $ 29.25

Outstanding at March 31, 2025 5,980 $ 24.54

(1) Includes approximately 60 thousand shares granted under the Inducement Plan at a weighted-average grant-date fair value per share of $ 16.83 .

(2) Includes approximately 3 thousand shares canceled under the Inducement Plan at a weighted-average grant-date fair value per share of $ 15.62 .

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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 whether 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, equals or exceeds the 50th percentile.

The Company’s relative percentile rank in net sales and non-GAAP diluted earnings per share is determined by ranking the designated peer group companies (including MaxLinear) from the highest to the lowest according to their annual growth rate in each metric for the performance year, then calculating the percentile ranking of MaxLinear relative to other companies in the designated peer group.

If the Company’s relative percentile rank for each metric at year-end is less than the 25th percentile, no shares will vest.

If the Company’s relative percentile rank for these metrics is greater or equal to the 25th percentile, vesting may range from 50 % up to a maximum 250 % of target;

such maximum may be achieved in year three if performance at or above the 75th percentile is achieved.

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.

The maximum percentage for a particular metric is 250 % of the target number of units subject to the award related to that metric, however, vesting of the performance stock units is capped at 30 % and 100 %, respectively, of the target number of units subject to the award in years one and two, respectively, of the three-year performance period.

As of September 30, 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.

The number of shares granted is based on the maximum percentage achievable ( 250 %) in the performance-based restricted stock unit award, in order to reserve an adequate number of shares for any potential future vesting.

As of March 31, 2025, 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.

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Outstanding at December 31, 2024 3,520 $ 25.66

Vested ( 58 ) 24.43

Canceled(1) ( 826 ) 38.09

Outstanding at September 30, 2024 3,402 $ 25.93

Outstanding at March 31, 2025 2,694 $ 21.84

________________

(1) Number of shares granted is based on the maximum percentage achievable in the performance-based restricted stock unit award.

(1) Includes shares canceled due to achievement below threshold amounts from shares granted which were previously reserved at the maximum achievable ( 250 %).

No shares were eligible to vest for the 2024 performance period due to achievement below the 25th percentile.

Employee Stock Purchase Rights and Stock Options

Employee Stock Purchase Rights

During the nine months ended September 30, 2024 and 2023, there were 175,764 and 140,631 shares of common stock purchased under the ESPP at a weighted average price of $ 15.26 and $ 21.25 , respectively.

During the three months ended March 31, 2025 and 2024, there were no shares of common stock purchased under the ESPP.

MAXLINEAR, INC.

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

Nine Months Ended September 30,

Three Months Ended March 31,

Weighted-average grant date fair value per share $ 6.00

$ 7.56 - $ 11.97

Risk-free interest rate 4.44 %

4.54 % - 5.24 %

Dividend yield — % — %

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Volatility 95.74 %

51.73 % - 59.78 %

The risk-free interest rate assumption was based on rates for United States (U.S.) Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

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Outstanding at December 31, 2024 2,965 $ 19.35

Granted 2,688 19.45

Exercised ( 39 ) 7.68

Canceled ( 247 ) 18.76

Outstanding at September 30, 2024 3,023 $ 19.33 8.45 $ —

Vested and expected to vest at September 30, 2024 2,807 $ 19.32 8.38 $ —

Exercisable at September 30, 2024 335 $ 18.40 0.86 $ —

Outstanding at March 31, 2025 2,718 $ 19.39 7.85 $ —

Vested and expected to vest at March 31, 2025 2,564 $ 19.39 7.78 $ —

Exercisable at March 31, 2025 573 $ 18.87 3.91 $ —

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

Nine Months Ended September 30,

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

Three Months Ended March 31,

Weighted-average grant date fair value per share N/A $ 10.84 - $ 11.24

Risk-free interest rate N/A 4.33 %

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__________________

(1) No options were granted during the nine months ended September 30, 2023.

(1) No options were granted during the three months ended March 31, 2025.

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

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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 was $ 0 and $ 0.5 million in the three months ended March 31, 2025 and 2024, respectively.

Cash received from exercise of stock options was negligible during the three months ended March 31, 2025 and 2024.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The intrinsic value of stock options exercised was $ 0 and $ 47.0 thousand in the three months ended September 30, 2024 and 2023, respectively.

The intrinsic value of stock options exercised was $ 0.5 million and $ 0.2 million in the nine months ended September 30, 2024 and 2023, respectively.

Cash received from exercise of stock options was negligible during the three and nine months ended September 30, 2024.

Cash received from exercise of stock options was $ 0.1 million and $ 0.2 million during the three and nine months ended September 30, 2023, respectively.

The tax benefit from stock options exercised was $ 0 and $ 0.1 million during the three months ended September 30, 2024 and 2023, respectively.

The tax benefit from stock options exercised was $ 0.8 million and $ 0.4 million during the nine months ended September 30, 2024 and 2023, respectively.

The tax benefit from stock options exercised was $ 0 and $ 0.8 million during the three months ended March 31, 2025 and 2024, respectively.

The provision for income taxes primarily relates to projected federal, state, and foreign income taxes.

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The Company does not incur expense or benefit in certain tax-free jurisdictions in which it operates.

The Company recorded an income tax benefit of $ 6.7 million in the three months ended September 30, 2024 and an income tax benefit of $ 1.7 million in the three months ended September 30, 2023.

The Company recorded an income tax benefit of $ 10.5 million in the nine months ended September 30, 2024 and an income tax provision of $ 13.5 million in the nine months ended September 30, 2023.

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the nine months ended September 30, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

The Company recorded an income tax provision of $ 0.7 million in the three months ended March 31, 2025 and an income tax benefit of $ 1.8 million in the three months ended March 31, 2024.

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the three months ended March 31, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

The difference between the Company’s effective tax rate and the 21.0% U.S.

federal statutory rate for the nine months ended September 30, 2023 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including the tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, and the release of uncertain tax positions under ASC 740-10.

The permanent tax item related to global intangible low-taxed income also reflected 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.

federal statutory rate for the three months ended March 31, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including tax credits, stock based compensation, and tax shortfalls related to stock-based compensation.

Income tax positions must meet a more-likely-than-not threshold to be recognized.

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The Company records potential penalties and interest accrued related to unrecognized tax benefits within the consolidated statements of operations as income tax expense.

During the nine months ended September 30, 2024, the Company’s unrecognized tax benefits increased by $ 0.2 million.

During the three months ended March 31, 2025, the Company’s unrecognized tax benefits increased by $ 0.2 million.

The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

Accrued interest and penalties associated with uncertain tax positions as of September 30, 2024 were approximately $ 0.1 million and $ 4 thousand, respectively.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued interest and penalties associated with uncertain tax positions as of March 31, 2025 were approximately $ 0.1 million and $ 4 thousand, respectively.

The Company is subject to federal and state income tax in the United States and is also subject to income tax in certain other foreign tax jurisdictions.

At September 30, 2024, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2020, 2019, and 2017, respectively.

At March 31, 2025, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2021, 2020, and 2017, respectively.

The Company’s subsidiary in Singapore operates under certain tax incentives in Singapore, which are generally effective through March 2027, and are conditional upon meeting certain employment and investment thresholds in Singapore.

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 benefit in the nine months ended September 30, 2024 and 2023 at the incentive rate.

During the quarter ended December 31, 2024, the Company recorded a full valuation allowance against its Singapore deferred tax assets.

Due to this Singapore valuation allowance, no income tax provision was recorded for the three months ended March 31, 2025.

The Company recorded income taxes in the three months ended March 31, 2024 at the incentive rate.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit Risk, Significant Customers and Geographic Information

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

One customer comprised 10% or greater of net revenues for each of the periods presented,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Customers comprising 10% or greater of net revenues for each of the periods presented are as follows,

Three Months Ended March 31,

Percentage of total net revenue

Customer A * 23 %

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

September 30, 2024 December 31, 2023

Percentage of gross accounts receivable

Customer B 17 % 13 %

Customer C 11 % *

______________________________________

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

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

March 31, 2025 December 31, 2024

Percentage of gross accounts receivable

Customer D 21 % 16 %

Customer E 18 % 17 %

Significant Suppliers

Suppliers comprising greater than 10% or greater of total inventory purchases are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Vendor A 20 % *

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Vendor C 13 % 11 %

Vendor D * * * 10 %

____________________________

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The Company’s consolidated net revenues by geographic area based on ship-to location are as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue

Three Months Ended March 31,

Amount % of total net revenue Amount % of total net revenue

Asia $ 75,261 78 % $ 55,832 59 %

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The products shipped to individual countries or territories representing greater than 10% of net revenue for each of the periods presented are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Percentage of total net revenue

Hong Kong 49 % 28 %

China * * * 12 %

Taiwan, ROC * 10 % * *

Thailand 11 % * * *

____________________________

* Represents less than 10% of total net revenue for the respective period.

Vietnam 11 % *

The determination of which country a particular sale is allocated to is based on the destination of the product shipment.

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 and Thailand, 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.

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Amount % of total Amount % of total

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The table below presents disaggregated net revenues by market (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Broadband $ 40,883 $ 33,055

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Total net revenue $ 95,933 $ 95,269

Revenues from sales through the Company’s distributors accounted for 35 % and 46 % of net revenue for the three months ended September 30, 2024 and 2023, respectively.

Revenues from sales through the Company’s distributors accounted for 42 % and 47 % of net revenue for the nine months ended September 30, 2024 and 2023, respectively.

Revenue related to the sales of intellectual property recognized during the nine months ended September 30, 2024 has been allocated by market based upon the usage of such intellectual property.

Revenues from sales through the Company’s distributors accounted for 37 % and 36 % of net revenue for the three months ended March 31, 2025 and 2024, respectively.

Contract Liabilities

As of September 30, 2024 and December 31, 2023, customer contract liabilities were approximately $ 0.2 million and $ 1.6 million, respectively, and consisted primarily of advanced payments received for which performance obligations have not been completed.

Revenue recognized in each of the nine months ended September 30, 2024 and 2023 that was included in the contract liability balance as of the beginning of each of those respective periods was immaterial.

There were no material changes in the contract liabilities balance during the nine months ended September 30, 2024 and 2023.

As of March 31, 2025 and December 31, 2024, customer contract liabilities were approximately $ 0.1 million and $ 0.1 million, respectively, and consisted primarily of advanced payments received for which performance obligations have not been completed.

Revenue recognized in each of the three months ended March 31, 2025 and 2024 that was included in the contract liability balance as of the beginning of each of those respective periods was immaterial.

There were no material changes in the contract liabilities balance during the three months ended March 31, 2025 and 2024.

Obligations to Customers for Price Adjustments and Returns and Assets for Right-of-Returns

As of September 30, 2024 and December 31, 2023, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $ 44.5 million and $ 71.7 million, respectively, and are included in accrued price protection liability in the consolidated balance sheets.

As of March 31, 2025 and December 31, 2024, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $ 47.7 million and $ 43.4 million, respectively, and are included in accrued price protection liability in the consolidated balance sheets.

For activity in this account, including amounts included in net revenue, refer to Note 7.

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 September 30, 2024 were $ 20.6 million and $ 0.2 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 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 $ 20.6 million as of September 30, 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 for the three and nine months ended September 30, 2024 and 2023 from net changes in transaction prices for amounts included in obligations to customers for price adjustments and estimates of stock rotation returns to be claimed by distributors as of the beginning of those respective periods was not material.

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 March 31, 2025 were $ 56.2 million and $ 0.2 million, respectively, and as of December 31, 2024 were $ 43.0 million and $ 0.3 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets (Note 7).

The reason for the significant increase in accrued obligations to customers for price adjustments from approximately $ 43.0 million as of December 31, 2024 to approximately $ 56.2 million as of March 31, 2025, was due to an increase in sales to distributors which increased the corresponding accrued obligations to such customers and timing on issuing credit to customers.

The increase or decrease in revenue for the three months ended March 31, 2025 and 2024 from net changes in transaction prices for amounts included in obligations to customers for price adjustments and estimates of stock rotation returns to be claimed by distributors as of the beginning of those respective periods was not material.

As of March 31, 2025 and December 31, 2024, 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.

Right of return assets are included in inventory in the consolidated balance sheets.

As of March 31, 2025 and December 31, 2024, there were no impairment losses recorded on customer accounts receivable.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 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 $ 58 thousand and $ 0.1 million, respectively.

Right of return assets are included in inventory in the consolidated balance sheets.

As of September 30, 2024 and December 31, 2023, there were no impairment losses recorded on customer accounts receivable.

Operating Leases

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Since the implicit rate of such leases is unknown and the Company is not reasonably certain to renew its leases, the Company has elected to apply a collateralized incremental borrowing rate to facility leases on the original lease term in calculating the present value of future lease payments.

As of September 30, 2024 and December 31, 2023, the weighted average discount rate for operating leases was 4.9 % and 4.6 %, respectively, and the weighted average remaining lease term for operating leases was 3.4 years and 3.9 years, respectively, as of the end of each of these periods.

The table below presents aggregate future minimum payments due under leases, reconciled to total lease liabilities included in the consolidated balance sheet as of September 30, 2024:

As of March 31, 2025 and December 31, 2024, the weighted average discount rate for operating leases was 4.8 % and 5.0 %, respectively, and the weighted average remaining lease term for operating leases was 3.0 years and 3.2 years, respectively, as of the end of each of these periods.

The table below presents aggregate future minimum payments due under leases, reconciled to total lease liabilities included in the consolidated balance sheet as of March 31, 2025:

Operating Leases

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2025 (9 months) $ 8,362

Thereafter 1,596

Total minimum payments 27,927

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Long-term lease liabilities $ 15,774

Operating lease cost was $ 2.4 million and $ 2.7 million for the three months ended September 30, 2024 and 2023, respectively.

Operating lease cost was $ 7.5 million and $ 8.0 million for the nine months ended September 30, 2024 and 2023, respectively.

Short-term lease costs for the nine months ended September 30, 2024 and 2023 were not material.

There were $ 0 and $ 0 of right-of-use assets obtained in exchange for new lease liabilities for the three months ended September 30, 2024 and 2023, respectively.

There were $ 1.2 million and $ 12.2 million of right-of-use assets obtained in exchange for new lease liabilities for the nine months ended September 30, 2024 and 2023, respectively.

Operating lease cost was $ 2.3 million and $ 2.6 million for the three months ended March 31, 2025 and 2024, respectively.

Short-term lease costs for the three months ended March 31, 2025 and 2024 were not material.

There were $ 1.7 million and $ 1.0 million of right-of-use assets obtained in exchange for new lease liabilities for the three months ended March 31, 2025 and 2024, respectively.

Employee Retirement Plans

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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

The Company maintains defined benefit retirement plans, including a pension plan, in certain foreign jurisdictions.

As of September 30, 2024, the net defined benefit obligation, primarily related to other defined benefit plans, was $ 0.4 million.

The Company maintains defined benefit retirement plans in certain foreign jurisdictions.

As of March 31, 2025, the net defined benefit obligation was $ 0.4 million.

As of December 31, 2024, the net defined benefit obligation was $ 0.4 million.

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

Net periodic benefit costs were $ 45 thousand and $ 0.1 million for the three months ended September 30, 2024 and 2023, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Net periodic benefit costs were $ 0.2 million and $ 0.2 million for the nine months ended September 30, 2024 and 2023, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Net periodic benefit costs were $ 40 thousand and $ 0.1 million for the three months ended March 31, 2025 and 2024, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies

Inventory Purchase and Other Contractual Obligations

As of September 30, 2024, future minimum payments under inventory purchase and other obligations are as follows:

As of March 31, 2025, future minimum payments under inventory purchase and other obligations are as follows:

Inventory Purchase Obligations Other Obligations Total

(in thousands)

2025 (9 months) $ 66,795 $ 22,761 $ 89,556

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2028 — 610 610

2029 — 628 628

Thereafter — 3,437 3,437

Total minimum payments $ 82,253 $ 52,635 $ 134,888

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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 September 30, 2024, funds of $ 15.0 million received from the other parties have been deferred in other long-term liabilities.

As of March 31, 2025, 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 three and nine months ended September 30, 2024 and 2023, the Company did not recognize income from any previously deferred amounts from other parties upon resolution of such repayment conditions.

During the three months ended March 31, 2025 and 2024, the Company did not recognize income from any previously deferred amounts from other parties upon resolution of such repayment conditions.

Dispute with Silicon Motion

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Silicon Motion Stockholder Litigation

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23-cv-01607 (S.D.

Cal.), against MaxLinear and certain of its current officers, alleging two claims:

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

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.

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

On December 20, 2023, the court appointed the lead plaintiffs, who filed the Consolidated Complaint on

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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The case was dismissed without prejudice.

On September 18, 2024, the plaintiffs filed an Amended Consolidated Complaint (the "Amended Complaint").

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.

Briefing on the motion is complete and MaxLinear is awaiting a decision by the court.

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, filed an additional complaint in the United States District Court for the Southern District of California captioned HBK Master Fund L.P.

and HBK Merger Strategies Master Fund L.P., stockholders of Silicon Motion, or collectively, 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.

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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 July 12, 2024, the defendants filed a motion to dismiss this complaint, which is pending.

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.

On February 18, 2025, the MaxLinear defendants filed a motion to dismiss this amended complaint.

Briefing on the motion is complete and MaxLinear is awaiting a decision by the court.

MaxLinear intends to continue to vigorously defend its position.

MaxLinear Stockholder Litigation

On February 12, 2025, the plaintiff, Joshua M.

Steffens, brought a shareholder derivative action on behalf of MaxLinear in the United States District Court for the Southern District of California, against current and former members of MaxLinear’s Board of Directors and certain of its executive officers.

The complaint alleges breach of fiduciary duties and violation of federal securities laws.

This is a follow-on derivative lawsuit alleging that the defendants concealed their intention to terminate the merger with Silicon Motion, leading to the filing of the Silicon Motion stockholder lawsuits referenced above, thereby causing harm to MaxLinear.

The complaint seeks money damages, directing the individual defendants to account for all damages caused by them and all profits, special benefits and unjust enrichment they have obtained as a result of their unlawful conduct, including all salaries, bonuses, fees, stock award, options and common stock sale proceeds, and imposing a constructive trust thereon, punitive damages, costs and expenses, and such other relief that the court deems appropriate.

This matter is stayed pending resolution of the Silicon Motion stockholder lawsuits referenced above.

Comcast Litigation

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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.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

The eight counterclaims were (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.

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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.

On February 14, 2025, the court dismissed with prejudice six of the eight counterclaims against MaxLinear, as follows:

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

Code § 17200 et seq.

MaxLinear intends to continue to vigorously defend its position against Dish’s remaining two counterclaims.

Cox Litigations

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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 amended its counterclaims on January 9, 2024 and asserted 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 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.

On February 14, 2025, the court dismissed with prejudice the unjust enrichment counterclaim against MaxLinear.

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

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It further alleges that MaxLinear breached this agreement when MaxLinear assigned certain patents to Entropic.

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

Cox amended its counterclaims on January 9, 2024 and asserted claims for breach of contract, unjust enrichment, and declaratory judgment.

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.

As of September 30, 2024, no material loss contingencies have been accrued for litigation and other legal claims in the consolidated financial statements, since the Company’s management currently does

On February 14, 2025, the court dismissed with prejudice all the counterclaims against MaxLinear in this matter.

MaxLinear intends to continue to vigorously defend its position against Cox’s remaining two counterclaims.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

not believe that the ultimate outcome of any of the matters described above is probable.

DIRECTV Litigation

On November 7, 2023, Entropic filed an amended complaint against DIRECTV, LLC, AT&T, Inc., AT&T Services, Inc., and AT&T Communications, LLC, in the Central District of California, for infringement of twelve patents.

DIRECTV, LLC, or DIRECTV, filed its answer to the amended complaint on March 28, 2025.

DIRECTV’s answer asserted five counterclaims against MaxLinear.

The counterclaims against MaxLinear include two separate breach of contract claims, failure to negotiate in good faith, and declaratory judgment that MaxLinear’s transfer of patents to Entropic was void.

MaxLinear intends to vigorously defend its position against these counterclaims.

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.

As of March 31, 2025, no material loss contingencies have been accrued for litigation and other legal claims in the consolidated financial statements, since the Company’s management currently does not believe that the ultimate outcome of any of the matters described above is probable.

An unfavorable outcome of these matters may be reasonably possible in excess of recorded amounts;

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The results of any litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have a material adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

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 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 nine months ended September 30, 2024, the Company did no t repurchase any shares of its common stock under the repurchase program.

At September 30, 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.

Segment Reporting

The following table presents segment revenue, gross profit, and net loss for the periods presented in thousands:

Three Months Ended March 31,

Net revenue $ 95,933 $ 95,269

Cost of net revenue 42,102 46,001

Gross profit 53,831 49,268

Employee related 67,103 69,744

Depreciation and amortization 4,463 4,360

Design and prototype expenses 9,671 17,268

Professional fees 6,511 5,054

Occupancy expenses 4,298 4,828

Restructuring expenses 7,879 22,630

Interest and other (income) expense, net 2,908 ( 545 )

Income tax expense (benefit) 711 ( 1,762 )

Segment net loss $ ( 49,713 ) $ ( 72,309 )

Table o f Contents

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-Q

Item 1. Financial Statements