What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-23 compared with 2025-04-23 · 247 added, 203 removed, 701 unchanged (39% of the section changed)

37 unchanged sentences

550,000 shares authorized;

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

86,908 shares issued and outstanding at June 30, 2025 and 84,613 shares issued and outstanding December 31, 2024

Additional paid-in capital 928,012 886,823

Accumulated other comprehensive loss ( 5,966 ) ( 6,823 )

Accumulated other comprehensive income (loss) 334 ( 6,823 )

Accumulated deficit ( 440,024 ) ( 363,725 )

5 unchanged sentences

in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net revenue $ 108,813 $ 91,990 $ 204,746 $ 187,259

12 unchanged sentences

Loss before income taxes ( 30,701 ) ( 41,326 ) ( 79,703 ) ( 115,397 )

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

Income tax benefit ( 4,115 ) ( 2,060 ) ( 3,404 ) ( 3,822 )

Net loss $ ( 26,586 ) $ ( 39,266 ) $ ( 76,299 ) $ ( 111,575 )

9 unchanged sentences

in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net loss $ ( 26,586 ) $ ( 39,266 ) $ ( 76,299 ) $ ( 111,575 )

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

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of tax expense of $ 264 for the three months ended June 30, 2025 and net of tax benefit of $ 259 for the six months ended June 30, 2025, respectively, and net of tax benefit of $ 78 and $ 127 for the three and six months ended June 30, 2024, respectively

6,300 ( 943 ) 7,157 ( 2,725 )

3 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTER ENDED MARCH 31, 2025

FISCAL QUARTERS ENDED JUNE 30, 2025

in thousands)

12 unchanged sentences

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

Common stock issued pursuant to equity awards, net 331 — — — — —

Employee stock purchase plan 202 — 2,178 — — 2,178

Stock-based compensation — — 13,264 — — 13,264

Other comprehensive income — — — 6,300 — 6,300

Net loss — — — — ( 26,586 ) ( 26,586 )

Balance at June 30, 2025 86,907 $ 9 $ 928,012 $ 334 $ ( 440,024 ) $ 488,331

MAXLINEAR, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTER ENDED MARCH 31, 2024

FISCAL QUARTERS ENDED JUNE 30, 2024

in thousands)

12 unchanged sentences

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

See accompanying notes.

2 unchanged sentences

in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities

6 unchanged sentences

Loss on disposal of property and equipment 900 445

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

Impairment of leased right-of-use assets 427 2,738

Gain on extinguishment of lease liabilities — ( 553 )

(Gain) loss on foreign currency 5,461 ( 1,366 )

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

Excess tax benefits on stock-based awards ( 2,274 ) ( 1,519 )

Changes in operating assets and liabilities:

13 unchanged sentences

Financing Activities

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

Net proceeds from issuance of common stock 2,140 1,579

Minimum tax withholding paid on behalf of employees for restricted stock units ( 2,201 ) ( 1,656 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents 990 ( 918 )

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

Decrease in cash, cash equivalents and restricted cash ( 9,350 ) ( 2,219 )

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

28 unchanged sentences

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 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.

Interim results for the six months ended June 30, 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.

6 unchanged sentences

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 April 23, 2025, 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 July 23, 2025, the issuance date of this Quarterly Report on Form 10-Q.

Actual results could differ from those estimates.

Summary of Significant Accounting Policies

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

Summary of Significant Accounting Policies

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 six months ended June 30, 2025.

Recently Adopted Accounting Pronouncements

3 unchanged sentences

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.

21 unchanged sentences

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.

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements.

On July 4, 2025, the U.S.

government enacted comprehensive legislation commonly referred to as the One Big Beautiful Bill Act of 2025, or the 2025 Act.

The 2025 Act makes changes to U.S.

corporate income taxes including reinstating the option to claim 100% accelerated depreciation deductions on qualified property, with retroactive application beginning January 20, 2025 and immediate expensing of domestic research and development costs, with retroactive application beginning January 1, 2025.

The Company is currently in the process of evaluating the impact of adoption, and believes it will not have a material impact to the Company’s consolidated financial position and results of operations for the year ending December 31, 2025.

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.

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.

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in thousands, except per share amounts)

6 unchanged sentences

Diluted $ ( 0.31 ) $ ( 0.47 ) $ ( 0.89 ) $ ( 1.35 )

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.

For the three months ended June 30, 2025 and 2024, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 7.8 million and 6.0 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

For the six months ended June 30, 2025 and 2024, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 6.4 million and 6.3 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

Business Combinations

2 unchanged sentences

Silicon Motion is a provider of NAND flash controllers for solid state drives, or SSDs, and other solid state storage devices.

On July 26, 2023, MaxLinear terminated the Merger Agreement and notified Silicon Motion that MaxLinear was relieved of its obligations to close because, among other reasons, (i) certain conditions to closing set forth in the Merger Agreement were not satisfied and were incapable of being satisfied, (ii) Silicon Motion had suffered a Material Adverse Effect that was continuing, (iii) Silicon Motion was in material breach of representations, warranties, covenants, and agreements in the Merger Agreement that gave rise to the right of the Company to terminate, and (iv) in any event, the First Extended Outside Date had passed and was not automatically extended because certain conditions in Article 6 of the Merger Agreement were not satisfied or waived as of May 5, 2023.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Agreement were not satisfied and were incapable of being satisfied, (ii) Silicon Motion had suffered a Material Adverse Effect that was continuing, (iii) Silicon Motion was in material breach of representations, warranties, covenants, and agreements in the Merger Agreement that gave rise to the right of the Company to terminate, and (iv) in any event, the First Extended Outside Date had passed and was not automatically extended because certain conditions in Article 6 of the Merger Agreement were not satisfied or waived as of May 5, 2023.

For these same reasons, under the terms of the Merger Agreement, MaxLinear was not required to pay a break-up fee or other fee to Silicon Motion as a result of the termination of the Merger Agreement.

3 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring Activity

1 unchanged sentence

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

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 restructuring plan.

In the six months ended June 30, 2025, the Company incurred $ 13.5 million in restructuring costs which included $ 6.4 million in charges under contracts associated with CAD tool licenses, which we ceased using during the period, and $ 6.2 million in severance costs and related expenses and $ 0.9 million from exiting facilities in connection with a workforce reduction.

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, its restructuring plans.

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in thousands)

Employee separation expenses $ 4,561 $ ( 145 ) $ 6,158 $ 19,793

Lease related charges, net of adjustments 2 2,137

Lease related charges 933 817 935 2,954

Other 86 193 6,366 748

$ 5,580 $ 865 $ 13,459 $ 23,495

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

The following table presents a roll-forward of the Company’s restructuring liability for the six months ended June 30, 2025.

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

3 unchanged sentences

Restructuring charges 6,158 935 6,366 13,459

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

Cash payments ( 6,153 ) ( 283 ) ( 72 ) ( 6,508 )

Non-cash charges and adjustments ( 41 ) ( 505 ) ( 6,246 ) ( 6,792 )

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

Liability as of June 30, 2025 4,022 1,444 10,404 15,870

current portion as of June 30, 2025 ( 4,022 ) ( 1,444 ) ( 7,596 ) ( 13,062 )

Long-term portion as of June 30, 2025 $ — $ — $ 2,808 $ 2,808

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill and Intangible Assets

1 unchanged sentence

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

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

There were no changes in the carrying amount of goodwill for the six months ended June 30, 2025 and 2024.

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.

2 unchanged sentences

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

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

During the six months ended June 30, 2025 and 2024, there were no indications of impairment of the Company’s goodwill balances.

Acquired Intangibles

1 unchanged sentence

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:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

7 unchanged sentences

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 March 31,

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in thousands) (in thousands)

Cost of net revenue $ 2,844 $ 5,336 $ 5,673 $ 13,804

1 unchanged sentence

$ 3,435 $ 5,928 $ 6,856 $ 14,987

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

4 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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 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:

During each of the three and six months ended June 30, 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 June 30, 2025:

(in thousands)

2025 (9 months) $ 10,717

Thereafter 10,189

2 unchanged sentences

The composition of financial instruments is as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

Contingent consideration

Contingent consideration (Note 3)

$ 2,600 $ 2,600

4 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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 of $ 2.6 million as of each of June 30, 2025 and December 31, 2024 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.

2 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following summarizes the activity in Level 3 financial instruments:

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

8 unchanged sentences

There were no transfers between Level 1, Level 2, or Level 3 fair value hierarchy categories of financial instruments.

for the three months ended March 31, 2025.

for the six months ended June 30, 2025.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

1 unchanged sentence

Such financial assets and financial liabilities include:

cash and cash equivalents, restricted cash, net receivables, investments in privately-held entities, certain other assets, accounts payable, accrued price protection liability, accrued expenses, accrued compensation costs, and other current liabilities.

cash and cash equivalents, restricted cash, net receivables, certain other assets, accounts payable, accrued price protection liability, accrued expenses, accrued compensation costs, and other current liabilities.

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).

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet Details

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 110,253 $ 119,603

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.

As of June 30, 2025 and December 31, 2024, cash and cash equivalents included money market funds of approximately $ 60.0 million and $ 59.1 million, respectively.

As of June 30, 2025 and December 31, 2024, the Company had restricted cash of approximately $ 1.6 million and $ 1.0 million, respectively.

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

Inventory consists of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

2 unchanged sentences

$ 86,031 $ 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) March 31, 2025 December 31, 2024

(in Years) June 30, 2025 December 31, 2024

(in thousands)

10 unchanged sentences

$ 51,125 $ 59,300

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

Depreciation expense for the three months ended June 30, 2025 and 2024 was $ 5.9 million and $ 5.7 million, respectively.

Depreciation expense for the six months ended June 30, 2025 and 2024 was $ 11.7 million and $ 11.2 million, respectively.

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

4 unchanged sentences

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 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,

The long-term portion of the note receivable is included in other long-term assets as of June 30, 2025 and December 31, 2024, respectively.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued price protection liability was $ 39.5 million at June 30, 2025 and $ 43.4 million at December 31, 2024.

The following table sets forth activity related to the accrued price protection liability:

Six Months Ended June 30,

(in thousands)

1 unchanged sentence

Charged as a reduction of revenue 14,353 24,949

Reversal of unclaimed rebates — ( 474 )

Revisions to accrued rebates ( 12,170 ) ( 1,107 )

Payments ( 6,064 ) ( 33,896 )

Ending balance $ 39,520 $ 61,630

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The decrease in price protection liability from approximately $ 43.4 million as of December 31, 2024 to approximately $ 39.5 million as of June 30, 2025 was due to revision of accrued rebates to amounts currently expected to be claimed and payment of rebates, partially offset by sales subject to rebates.

Accrued expenses and other current liabilities consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

18 unchanged sentences

Other comprehensive loss before reclassifications, net of tax 7,157 — 7,157

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

Balance at June 30, 2025 $ ( 932 ) $ 1,266 $ 334

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

7 unchanged sentences

Long-term debt, non-current portion $ 123,305 $ 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

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.

As of June 30, 2025 and December 31, 2024, the weighted average effective interest rate on aggregate debt was approximately 7.0 % and 7.8 %, respectively.

During the three months ended June 30, 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.

During the six months ended June 30, 2025 and 2024, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.3 million and $ 0.3 million.

The approximate aggregate fair value of the term loans outstanding as of June 30, 2025 and December 31, 2024 was $ 120.2 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 June 30, 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 March 31, 2025, the Revolving Facility was undrawn.

As of June 30, 2025, 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 such agreement upon closing of the merger.

1 unchanged sentence

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

6 unchanged sentences

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

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 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.

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.

4 unchanged sentences

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

As of June 30, 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.

4 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

1 unchanged sentence

Employee Stock-Based Compensation Plans

At March 31, 2025, the Company had stock-based compensation awards outstanding under the following plans:

At June 30, 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 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 June 30, 2025, the number of shares of common stock available for future issuance under the 2010 Plan was 15,778,024 shares, including stock options and restricted stock unit awards outstanding at June 30, 2025 of 10,962,530 shares.

As of June 30, 2025, the number of shares of common stock available for future issuance under the ESPP was 7,101,552 shares.

As of June 30, 2025, the number of shares of common stock available for future issuance under the Inducement Plan was 3,995,664 shares, including 416,784 shares subject to restricted stock unit awards outstanding as of June 30, 2025.

Employee Incentive Bonus

3 unchanged sentences

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 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.

At June 30, 2025, the Company has an accrual of $ 12.8 million for bonus awards for employees for year-to-date achievement in the 2025 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.

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

Stock-Based Compensation

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 March 31,

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in thousands) (in thousands)

Cost of net revenue $ 155 $ 174 $ 437 $ 355

2 unchanged sentences

$ 13,113 $ 17,359 $ 36,024 $ 34,420

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 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.

The total unrecognized compensation cost related to unvested restricted stock units as of June 30, 2025 was $ 94.6 million, and the weighted average period over which these equity awards are expected to vest is 2.30 years.

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of June 30, 2025 was $ 0 , and the weighted average period over which these equity awards are expected to vest is 1.02 years.

Actual levels of future performance under performance-based restricted stock units for the unvested periods may differ from the Company’s current estimates.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The total unrecognized compensation cost related to unvested stock options as of June 30, 2025 was $ 21.9 million, and the weighted average period over which these equity awards are expected to vest is 2.64 years.

Restricted Stock Units

3 unchanged sentences

Outstanding at December 31, 2024 7,919 $ 24.99

Vested ( 1,904 ) 24.24

( 2,241 ) 24.65

Outstanding at March 31, 2025 5,980 $ 24.54

( 801 ) 26.16

Outstanding at June 30, 2025 5,827 $ 23.29

(1) Includes approximately 154 thousand shares granted under the Inducement Plan at a weighted-average grant-date fair value per share of $ 13.91 .

(2) Includes approximately 4 thousand shares vested under the Inducement Plan at a weighted-average grant-date fair value per share of $ 18.16 .

(3) Includes approximately 18 thousand shares canceled under the Inducement Plan at a weighted-average grant-date fair value per share of $ 14.99

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Performance-Based Restricted Stock Units

7 unchanged sentences

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.

As of June 30, 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.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2 unchanged sentences

Outstanding at December 31, 2024 3,520 $ 25.66

Canceled(1) ( 826 ) 38.09

Outstanding at March 31, 2025 2,694 $ 21.84

( 826 ) 38.09

Outstanding at June 30, 2025 2,694 $ 24.84

________________

(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.

No shares were eligible to vest for the 2024 and mid year 2025 performance periods due to achievement below the 25th percentile.

Employee Stock Purchase Rights and Stock Options

Employee Stock Purchase Rights

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2025 and 2024, there were 201,877 and 175,764 shares of common stock purchased under the ESPP at a weighted average price of $ 10.79 and $ 15.26 , respectively.

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:

Three Months Ended March 31,

Six Months Ended June 30,

Weighted-average grant date fair value per share $ 5.24 - $ 6.00

$ 5.78 - $ 6.35

Risk-free interest rate 4.29 % - 4.44 %

5.4 % - 5.41 %

Dividend yield — % — %

1 unchanged sentence

Volatility 92.19 % - 95.74 %

49.76 % - 70.46 %

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.

8 unchanged sentences

Canceled ( 247 ) 18.76

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 $ —

Outstanding at June 30, 2025 2,718 $ 19.39 7.6 $ —

Vested and expected to vest at June 30, 2025 2,613 $ 19.39 7.6 $ —

Exercisable at June 30, 2025 573 $ 18.87 3.7 $ —

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended March 31,

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

Six Months Ended June 30,

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

$ 10.84 - $ 11.24

Risk-free interest rate N/A 4.33 %

3 unchanged sentences

__________________

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

(1) No options were granted during the six months ended June 30, 2025.

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

4 unchanged sentences

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

The intrinsic value of stock options exercised was $ 0 and $ 0 in the three months ended June 30, 2025 and 2024, respectively.

The intrinsic value of stock options exercised was $ 0 and $ 0.5 million in the six months ended June 30, 2025 and 2024, respectively.

Cash received from exercise of stock options was negligible during each of the three and six months ended June 30, 2025 and 2024.

The tax benefit from stock options exercised was $ 0 and $ 0 during the three months ended June 30, 2025 and 2024, respectively.

The tax benefit from stock options exercised was $ 0 and $ 0.8 million during the six months ended June 30, 2025 and 2024, respectively.

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

7 unchanged sentences

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

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 Company recorded an income tax benefit of $ 4.1 million in the three months ended June 30, 2025 and an income tax benefit of $ 2.1 million in the three months ended June 30, 2024.

The Company recorded an income tax benefit of $ 3.4 million in the six months ended June 30, 2025 and an income tax benefit of $ 3.8 million in the six months ended June 30, 2024.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the six months ended June 30, 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 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.

federal statutory rate for the six months ended June 30, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation, tax shortfalls related to stock-based compensation, and release of uncertain tax positions under ASC 740-10.

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

2 unchanged sentences

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

During the six months ended June 30, 2025, the Company’s unrecognized tax benefits decreased by $ 24 thousand.

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 March 31, 2025 were approximately $ 0.1 million and $ 4 thousand, respectively.

Accrued interest and penalties associated with uncertain tax positions as of June 30, 2025 were approximately $ 32 thousand and $ 0 , 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 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.

At June 30, 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.

1 unchanged sentence

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

Due to this Singapore valuation allowance, no income tax provision was recorded for Singapore for the three and six months ended June 30, 2025.

The Company recorded income taxes in the six months ended June 30, 2024 at the incentive rate.

Concentration of Credit Risk, Significant Customers and Geographic Information

10 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Percentage of total net revenue

2 unchanged sentences

Customer C * 15 % * 10 %

Customer D * * * 12 %

____________________________

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

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

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

June 30, 2025 December 31, 2024

Percentage of gross accounts receivable

Customer D 21 % 16 %

Customer E 28 % 16 %

Customer F 21 % *

Customer G 18 % *

Customer H * 17 %

____________________________

* Represents less than 10% of the accounts receivable for the respective period.

Significant Suppliers

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Vendor A 29 % 37 % 32 % 40 %

1 unchanged sentence

Vendor C 14 % 10 % 14 % 11 %

____________________________

* Represents less than 10% of total inventory purchases for the period presented.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Geographic Information

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

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

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

Asia $ 87,118 79 % $ 72,430 79 % $ 162,379 79 % $ 128,262 68 %

3 unchanged sentences

Total $ 108,813 100 % $ 91,990 100 % $ 204,746 100 % $ 187,259 100 %

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Percentage of total net revenue

Hong Kong 50 % 34 % 49 % 31 %

Malaysia * 12 % * *

Vietnam 10 % * 10 % *

____________________________

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

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 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.

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Amount % of total Amount % of total

3 unchanged sentences

Total $ 440,600 100 % $ 451,080 100 %

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue from Contracts with Customers

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Broadband $ 47,556 $ 21,827 $ 88,439 $ 54,882

7 unchanged sentences

Total net revenue $ 108,813 $ 91,990 $ 204,746 $ 187,259

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.

Revenues from sales through the Company’s distributors accounted for 31 % and 55 % of net revenue for the three months ended June 30, 2025 and 2024, respectively.

Revenues from sales through the Company’s distributors accounted for 33 % and 45 % of net revenue for the six months ended June 30, 2025 and 2024, respectively.

Contract Liabilities

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.

As of June 30, 2025 and December 31, 2024, customer contract liabilities were approximately $ 14 thousand and $ 0.1 million, respectively, and consisted primarily of advanced payments received for which performance obligations have not been

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue recognized in each of the six months ended June 30, 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 six months ended June 30, 2025 and 2024.

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

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.

As of June 30, 2025 and December 31, 2024, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $ 39.5 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 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.

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 June 30, 2025 were $ 67.4 million and $ 0.3 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 $ 67.4 million as of June 30, 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 and six months ended June 30, 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 June 30, 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 June 30, 2025 and December 31, 2024, there were no impairment losses recorded on customer accounts receivable.

Operating Leases

2 unchanged sentences

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 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:

As of June 30, 2025 and December 31, 2024, the weighted average discount rate for operating leases was 4.7 % and 5.0 %, respectively, and the weighted average remaining lease term for operating leases was 2.8 years and 3.2 years, respectively, as of the end of each of these periods.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents aggregate future minimum payments due under leases, reconciled to total lease liabilities included in the consolidated balance sheet as of June 30, 2025:

Operating Leases

3 unchanged sentences

imputed interest ( 1,999 )

unrealized translation loss ( 2 )

Total lease liabilities 24,363

1 unchanged sentence

Long-term lease liabilities $ 14,397

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.

Operating lease cost was $ 2.2 million and $ 2.5 million for the three months ended June 30, 2025 and 2024, respectively.

Operating lease cost was $ 4.6 million and $ 5.1 million for the six months ended June 30, 2025 and 2024, respectively.

Short-term lease costs for the six months ended June 30, 2025 and 2024 were not material.

There were $ 0.3 million and $ 0.3 million of right-of-use assets obtained in exchange for new lease liabilities for the three months ended June 30, 2025 and 2024, respectively.

There were $ 2.0 million and $ 1.2 million of right-of-use assets obtained in exchange for new lease liabilities for the six months ended June 30, 2025 and 2024, respectively.

Employee Retirement Plans

4 unchanged sentences

Pension and Other Defined Benefit Retirement Obligations

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.

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

As of June 30, 2025, the net defined benefit obligation, primarily related to other defined benefit plans, was $ 0.5 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 $ 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.

Net periodic benefit costs were $ 35 thousand and $ 48 thousand for the three months ended June 30, 2025 and 2024, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Net periodic benefit costs were $ 0.1 million and $ 0.2 million for the six months ended June 30, 2025 and 2024, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

MAXLINEAR, INC.

2 unchanged sentences

Inventory Purchase and Other Contractual Obligations

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

As of June 30, 2025, future minimum payments under inventory purchase and other obligations are as follows (in thousands):

Inventory Purchase Obligations Other Obligations Total

(in thousands)

2025 (6 months) $ 64,250 $ 16,878 $ 81,128

6 unchanged sentences

Other obligations consist primarily of contractual payments due for software licenses.

Total inventory purchase and other contractual obligations increased from $ 106.5 million as of December 31, 2024 to $ 132.6 million as of June 30, 2025 driven by increased sales demand, which resulted in incremental purchase orders.

Jointly Funded Research and Development

1 unchanged sentence

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 March 31, 2025, funds of $ 15.0 million received from the other parties have been deferred in other long-term liabilities.

As of June 30, 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 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.

During the three and six months ended June 30, 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

14 unchanged sentences

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

(1) an alleged violation of

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 15, 2024.

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.

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.

2 unchanged sentences

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.

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

On July 15, 2025, the court dismissed the Amended Complaint, “with prejudice”.

The plaintiffs cannot amend the Amended Complaint.

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

27 unchanged sentences

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

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

motion to dismiss with respect to the remaining claims.

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

MaxLinear intends to continue to vigorously defend its position.

MaxLinear intends to continue to vigorously prosecute its claims and defend its position.

Dish Litigation

4 unchanged sentences

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 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.

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

Code § 17200 et seq.

21 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTV’s answer asserted five counterclaims against MaxLinear.

2 unchanged sentences

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.

As of June 30, 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;

7 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net revenue $ 108,813 $ 91,990 $ 204,746 $ 187,259

8 unchanged sentences

Interest and other (income) expense, net 6,086 506 8,994 ( 39 )

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

Income tax benefit ( 4,115 ) ( 2,060 ) ( 3,404 ) ( 3,822 )

Segment net loss $ ( 26,586 ) $ ( 39,266 ) $ ( 76,299 ) $ ( 111,575 )

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