MAXLINEAR, INC 10-Q

ITEM 1. FINANCIAL STATEMENTS MAXLINEAR, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value amounts) June 30, 2025 December 31, 2024 Assets (unaudited) Current assets: Cash and cash equivalents $ 108,618 $ 118,575 Short-term restricted cash — 1,003 Accounts receivable, net 105,818 85,464 Inventory 86,031 90,343 Prepaid expenses and other current assets 29,682 28,057 Total current assets 330,149 323,442 Long-term restricted cash 1,635 25 Property and equipment, net 51,125 59,300 Leased right-of-use assets 16,528 18,184 Intangible assets, net 54,359 55,008 Goodwill 318,588 318,588 Deferred tax assets 75,037 68,662 Other long-term assets 16,316 21,430 Total assets $ 863,737 $ 864,639 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 26,860 $ 31,378 Accrued price protection liability 39,520 43,401 Accrued expenses and other current liabilities 120,010 87,408 Accrued compensation 27,102 20,097 Total current liabilities 213,492 182,284 Long-term lease liabilities 14,397 16,952 Long-term debt 123,305 122,996 Other long-term liabilities 24,212 26,124 Total liabilities 375,406 348,356 Commitments and contingencies Stockholders’ equity: Preferred stock, $ 0.0001 par value; 25,000 shares authorized, no shares issued or outstanding — — Common stock, $ 0.0001 par value; 550,000 shares authorized; 86,908 shares issued and outstanding at June 30, 2025 and 84,613 shares issued and outstanding December 31, 2024 9 8 Additional paid-in capital 928,012 886,823 Accumulated other comprehensive income (loss) 334 ( 6,823 ) Accumulated deficit ( 440,024 ) ( 363,725 ) Total stockholders’ equity 488,331 516,283 Total liabilities and stockholders’ equity $ 863,737 $ 864,639 See accompanying notes. 4 Table of Contents MAXLINEAR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited; in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net revenue $ 108,813 $ 91,990 $ 204,746 $ 187,259 Cost of net revenue 47,288 41,804 89,390 87,805 Gross profit 61,525 50,186 115,356 99,454 Operating expenses: Research and development 47,199 56,541 102,656 121,307 Selling, general and administrative 33,361 33,600 69,950 70,088 Restructuring charges 5,580 865 13,459 23,495 Total operating expenses 86,140 91,006 186,065 214,890 Loss from operations ( 24,615 ) ( 40,820 ) ( 70,709 ) ( 115,436 ) Interest income 812 1,871 1,676 3,693 Interest expense ( 2,512 ) ( 2,706 ) ( 5,016 ) ( 5,417 ) Other income (expense), net ( 4,386 ) 329 ( 5,654 ) 1,763 Total other income (expense), net ( 6,086 ) ( 506 ) ( 8,994 ) 39 Loss before income taxes ( 30,701 ) ( 41,326 ) ( 79,703 ) ( 115,397 ) Income tax benefit ( 4,115 ) ( 2,060 ) ( 3,404 ) ( 3,822 ) Net loss $ ( 26,586 ) $ ( 39,266 ) $ ( 76,299 ) $ ( 111,575 ) Net loss per share: Basic $ ( 0.31 ) $ ( 0.47 ) $ ( 0.89 ) $ ( 1.35 ) Diluted $ ( 0.31 ) $ ( 0.47 ) $ ( 0.89 ) $ ( 1.35 ) Shares used to compute net loss per share: Basic 86,626 83,477 85,952 82,913 Diluted 86,626 83,477 85,952 82,913 See accompanying notes. 5 Table of Contents MAXLINEAR, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited; in thousands) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net loss $ ( 26,586 ) $ ( 39,266 ) $ ( 76,299 ) $ ( 111,575 ) 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 ) Total comprehensive loss $ ( 20,286 ) $ ( 40,209 ) $ ( 69,142 ) $ ( 114,300 ) See accompanying notes. 6 Table of Contents MAXLINEAR, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY FISCAL QUARTERS ENDED JUNE 30, 2025 (unaudited; in thousands) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2024 84,613 $ 8 $ 886,823 $ ( 6,823 ) $ ( 363,725 ) $ 516,283 Common stock issued pursuant to equity awards, net 1,761 1 2,876 — — 2,877 Stock-based compensation — — 22,871 — — 22,871 Other comprehensive income — — — 857 — 857 Net loss — — — — ( 49,713 ) ( 49,713 ) 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 7 Table of Contents MAXLINEAR, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY FISCAL QUARTERS ENDED JUNE 30, 2024 (unaudited; in thousands) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2023 81,818 $ 8 $ 808,575 $ ( 3,791 ) $ ( 118,527 ) $ 686,265 Common stock issued pursuant to equity awards, net 1,249 — 8,777 — — 8,777 Stock-based compensation — — 17,032 — — 17,032 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 See accompanying notes. 8 Table of Contents MAXLINEAR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited; in thousands) Six Months Ended June 30, 2025 2024 Operating Activities Net loss $ ( 76,299 ) $ ( 111,575 ) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Amortization and depreciation 22,366 30,284 Amortization of debt issuance costs and accretion of discounts 1,001 1,353 Stock-based compensation 36,024 34,420 Deferred income taxes ( 6,355 ) ( 4,738 ) Loss on disposal of property and equipment 900 445 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 benefits on stock-based awards ( 2,274 ) ( 1,519 ) Changes in operating assets and liabilities: Accounts receivable ( 20,354 ) 85,679 Inventory 4,312 5,170 Prepaid expenses and other assets 4,480 ( 763 ) Accounts payable, accrued expenses and other current liabilities 29,141 ( 12,271 ) Accrued compensation 11,849 2,852 Accrued price protection liability ( 3,881 ) ( 10,054 ) Lease liabilities ( 5,777 ) ( 5,045 ) Other long-term liabilities ( 1,932 ) ( 1,783 ) Net cash provided by (used in) operating activities ( 911 ) 13,274 Investing Activities Purchases of property and equipment ( 3,161 ) ( 11,355 ) Purchases of intangible assets ( 6,207 ) ( 3,143 ) Net cash used in investing activities ( 9,368 ) ( 14,498 ) Financing Activities 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 ) Net cash used in financing activities ( 61 ) ( 77 ) Effect of exchange rate changes on cash and cash equivalents 990 ( 918 ) 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 Cash, cash equivalents and restricted cash at end of period $ 110,253 $ 186,137 Supplemental disclosures of cash flow information: Cash paid for interest $ 4,322 $ 4,952 Cash paid for income taxes $ 2,994 $ 3,421 Supplemental disclosures of non-cash activities: Issuance of shares for payment of bonuses $ 5,163 $ 10,992 See accompanying notes. 9 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Organization and Summary of Significant Accounting Policies Description of Business MaxLinear, Inc. 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-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, 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; Wi-Fi and wireline routers for home networking; radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; optical transceivers targeting hyperscale data centers; as well as power management and interface products used in these and many other markets. Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of MaxLinear, Inc. and its directly and indirectly wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. 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 loss, 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 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. Accordingly, assets and liabilities of these foreign subsidiaries are translated at the current exchange rate at the balance sheet date and historical rates for equity. Revenue and expense components are translated at weighted average exchange rates in effect during the period. Gains and losses resulting from foreign currency translation are included as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations, and to date, have not been material. 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 to 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 July 23, 2025, the issuance date of this Quarterly Report on Form 10-Q. Actual results could differ from those estimates. 10 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 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 six months ended June 30, 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. 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements to remove various references to concepts statements from the FASB Accounting Standards Codification. This guidance is to clarify guidance, simplify wording or structure of guidance, and other minor improvements. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively 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 December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures , to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. 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 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 11 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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. 2. 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. For purposes of this calculation, stock options and restricted stock units are considered to be common stock equivalents and are only included in the calculation of diluted EPS when their effect is dilutive. In periods in which the Company has a net loss, dilutive common stock equivalents are excluded from the calculation of diluted EPS. The table below presents the computation of basic and diluted EPS: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 (in thousands, except per share amounts) Numerator: Net loss $ ( 26,586 ) $ ( 39,266 ) $ ( 76,299 ) $ ( 111,575 ) Denominator: Weighted average common shares outstanding—basic 86,626 83,477 85,952 82,913 Dilutive common stock equivalents — — — — Weighted average common shares outstanding—diluted 86,626 83,477 85,952 82,913 Net loss per share: Basic $ ( 0.31 ) $ ( 0.47 ) $ ( 0.89 ) $ ( 1.35 ) Diluted $ ( 0.31 ) $ ( 0.47 ) $ ( 0.89 ) $ ( 1.35 ) 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. 3. Business Combinations Terminated Silicon Motion Merger On May 5, 2022, MaxLinear entered into an Agreement and Plan of Merger, or the Merger Agreement, with Silicon Motion Technology Corporation, or Silicon Motion, an exempted company with limited liability incorporated under the laws of the Cayman Islands, pursuant to which, among other things and subject to the terms and conditions thereof, MaxLinear agreed to acquire Silicon Motion pursuant to a statutory merger, under the laws of the Cayman Islands, of Shark Merger Sub, a wholly-owned subsidiary of MaxLinear, with and into Silicon Motion, with Silicon Motion surviving the merger as a wholly-owned subsidiary of MaxLinear. 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 12 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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. Undefined capitalized terms in this paragraph have the same meaning as in the Merger Agreement. On August 16, 2023, Silicon Motion delivered to MaxLinear a notice, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration to seek damages from MaxLinear arising from MaxLinear's alleged breaches of the Merger Agreement. On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that MaxLinear breached the Merger Agreement. See Note 15 for more information on legal matters related to the termination of the Merger Agreement. 4. Restructuring Activity From time to time, the Company approves and implements restructuring plans as a result of internal resource alignment and cost saving measures. Such restructuring plans may include terminating employees, vacating certain leased facilities, and cancellation of contracts. 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 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 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 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. Employee Separation Expenses Lease Related Charges Other Total (in thousands) Liability as of December 31, 2024 $ 4,058 $ 1,297 $ 10,356 $ 15,711 Restructuring charges 6,158 935 6,366 13,459 Cash payments ( 6,153 ) ( 283 ) ( 72 ) ( 6,508 ) Non-cash charges and adjustments ( 41 ) ( 505 ) ( 6,246 ) ( 6,792 ) Liability as of June 30, 2025 4,022 1,444 10,404 15,870 Less: 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 13 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 5. Goodwill and Intangible Assets Goodwill Goodwill arises from the acquisition method of accounting for business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. 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 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. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded. As a result of the Company’s impairment assessment, no goodwill impairment was recognized as of October 31, 2024. In addition to its annual review, the Company performs a test of impairment when indicators of impairment are present. During the six months ended June 30, 2025 and 2024, there were no indications of impairment of the Company’s goodwill balances. Acquired Intangibles Finite-lived Intangible Assets 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: June 30, 2025 December 31, 2024 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Licensed technology 6.9 $ 30,868 $ ( 2,927 ) $ 27,941 $ 24,661 $ ( 2,418 ) $ 22,243 Developed technology 6.9 311,261 ( 288,597 ) 22,664 311,261 ( 283,432 ) 27,829 Trademarks and trade names 6.2 14,800 ( 14,490 ) 310 14,800 ( 14,419 ) 381 Customer relationships 5.0 128,800 ( 128,657 ) 143 128,800 ( 127,887 ) 913 Patents 7.0 4,780 ( 1,479 ) 3,301 4,780 ( 1,138 ) 3,642 6.0 $ 490,509 $ ( 436,150 ) $ 54,359 $ 484,302 $ ( 429,294 ) $ 55,008 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 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 Selling, general and administrative 591 592 1,183 1,183 $ 3,435 $ 5,928 $ 6,856 $ 14,987 14 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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: Six Months Ended June 30, 2025 2024 (in thousands) Beginning balance $ 55,008 $ 73,630 Additions 6,207 3,143 Amortization ( 6,856 ) ( 14,987 ) Ending balance $ 54,359 $ 61,786 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. 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 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: Amount (in thousands) 2025 $ 7,345 2026 14,512 2027 11,438 2028 5,983 2029 4,892 Thereafter 10,189 Total $ 54,359 6. Financial Instruments The composition of financial instruments is as follows: Fair Value June 30, 2025 December 31, 2024 (in thousands) Liabilities Contingent consideration (Note 3) $ 2,600 $ 2,600 The fair value of the Company’s financial instruments is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants and is recorded using a hierarchical disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The levels are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. 15 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 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. 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. The following summarizes the activity in Level 3 financial instruments: Six Months Ended June 30, 2025 2024 (in thousands) Contingent consideration Beginning balance $ 2,600 $ 2,462 Accretion of discount (1) — 138 Ending balance $ 2,600 $ 2,600 _____________________ (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 six months ended June 30, 2025. Financial Instruments Not Recorded at Fair Value on a Recurring Basis Some of the Company’s financial instruments are recorded at amounts that approximate fair value due to their liquid or short-term nature or by election on investments in privately-held entities as described below. Such financial assets and financial liabilities include: 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). 16 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 7. Balance Sheet Details Cash, cash equivalents and restricted cash consist of the following: June 30, 2025 December 31, 2024 (in thousands) Cash and cash equivalents $ 108,618 $ 118,575 Short-term restricted cash — 1,003 Long-term restricted cash 1,635 25 Total cash, cash equivalents and restricted cash $ 110,253 $ 119,603 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: June 30, 2025 December 31, 2024 (in thousands) Work-in-process $ 54,110 $ 53,979 Finished goods 31,921 36,364 $ 86,031 $ 90,343 Property and equipment, net consists of the following: Useful Life (in Years) June 30, 2025 December 31, 2024 (in thousands) Furniture and fixtures 5 $ 4,072 $ 3,937 Machinery and equipment 3 - 5 86,348 80,804 Masks and production equipment 5 61,989 63,803 Software 3 11,433 11,178 Leasehold improvements 1 - 5 36,786 34,981 Construction in progress N/A 842 898 201,470 195,601 Less: accumulated depreciation and amortization ( 150,345 ) ( 136,301 ) $ 51,125 $ 59,300 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. 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 June 30, 2025 and December 31, 2024, respectively. 17 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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, 2025 2024 (in thousands) Beginning balance $ 43,401 $ 71,684 Charged as a reduction of revenue 14,353 24,949 Revisions to accrued rebates ( 12,170 ) ( 1,107 ) Payments ( 6,064 ) ( 33,896 ) Ending balance $ 39,520 $ 61,630 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: June 30, 2025 December 31, 2024 (in thousands) Accrued technology license payments $ 3,627 $ 4,336 Accrued professional fees 12,855 7,103 Accrued engineering and production costs 2,766 3,080 Accrued restructuring 13,062 11,022 Accrued royalty 505 438 Short-term lease liabilities 9,966 9,413 Accrued customer credits 1,693 1,011 Income tax liability 1,010 745 Customer contract liabilities 14 114 Accrued obligations to customers for price adjustments 67,439 42,954 Accrued obligations to customers for stock rotation rights 312 252 Contingent consideration - current portion 2,600 2,600 Other 4,161 4,340 $ 120,010 $ 87,408 The following table summarizes the change in balances of accumulated other comprehensive income (loss) by component: Cumulative Translation Adjustments Pension and Other Defined Benefit Plan Obligation Total (in thousands) Balance at December 31, 2024 $ ( 8,089 ) $ 1,266 $ ( 6,823 ) Other comprehensive loss before reclassifications, net of tax 7,157 — 7,157 Balance at June 30, 2025 $ ( 932 ) $ 1,266 $ 334 18 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 8. Debt Debt The carrying amount of the Company’s long-term debt consists of the following: June 30, 2025 December 31, 2024 (in thousands) Principal balance: Initial term loan under the June 23, 2021 credit agreement $ 125,000 $ 125,000 Total principal balance 125,000 125,000 Less: Unamortized debt discount ( 383 ) ( 446 ) Unamortized debt issuance costs ( 1,312 ) ( 1,558 ) Net carrying amount of long-term debt 123,305 122,996 Less: current portion of long-term debt — — Long-term debt, non-current portion $ 123,305 $ 122,996 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 On June 23, 2021, the Company entered into a Credit Agreement, or the June 23, 2021 Credit Agreement, by and among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent, that provides for a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement,” in an aggregate principal amount of $ 350.0 million and a senior secured revolving credit facility, or the “Revolving Facility,” in an aggregate principal amount of up to $ 100.0 million. The proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement were used (i) to repay in full all outstanding indebtedness under that certain Credit Agreement dated May 12, 2017, by and among the Company, MUFG Bank Ltd., as administrative agent and MUFG Union Bank, N.A., as collateral agent and the lenders from time to time party thereto (as amended by Amendment No. 1, dated July 31, 2020) and (ii) to pay fees and expenses incurred in connection therewith. 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 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. 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. 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. 19 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Under the June 23, 2021 Credit Agreement, the Initial Term Loan bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50 %, (y) the prime rate then in effect and (z) an adjusted Term SOFR rate determined on the basis of a one-month interest period plus 1.00 %, in each case, plus an applicable margin of 1.25 % or (ii) an adjusted Term SOFR rate, subject to a floor of 0.50 %, plus an applicable margin of 2.25 %. Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00 %, or (ii) an adjusted Term SOFR rate (as calculated above) plus an applicable margin of 1.00 %. Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility will range from 0.00 % to 0.75 % in the case of base rate loans and 1.00 % to 1.75 % in the case of Term SOFR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. The Company is required to pay commitment fees ranging from 0.175 % to 0.25 % per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement will amortize in equal quarterly installments equal to 0.25 % of the original principal amount of the Initial Term Loan under the June 23, 2021 Credit Agreement, with the balance payable on the maturity date. 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 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. The Company is also obligated to pay fees customary for a credit facility of this size and type. The Company’s obligations under the June 23, 2021 Credit Agreement are required to be guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the June 23, 2021 Credit Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the subsidiary guarantors pursuant to a Security Agreement, dated as of June 23, 2021, by and among the Company, the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent. The June 23, 2021 Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its restricted subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments, make certain restricted payments, and sell assets, in each case, subject to limitations and exceptions set forth in the June 23, 2021 Credit Agreement. 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 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. If an event of default exists, the lenders may require immediate payment of all obligations under the June 23, 2021 Credit Agreement and may exercise certain other rights and remedies provided for under the June 23, 2021 Credit Agreement , the other loan documents and applicable law. The debt is carried at its principal amount, net of unamortized debt discount and issuance costs, and is not adjusted to fair value each period. The issuance date fair value of the liability component of the debt in the amount of $ 350.2 million was determined using a discounted cash flow analysis, in which the projected interest and principal payments were discounted back to the issuance date of the term loan at a market interest rate for nonconvertible debt of 3.4 %, which represents a Level 2 fair value measurement. The debt discount of $ 0.9 million and debt issuance costs of $ 2.9 million associated with the Initial Term Loan under the June 23, 2021 Credit Agreement are being amortized to interest expense using the effective interest method over its seven-year term. Debt issuance costs of $ 0.4 million associated with the Revolving Facility are being amortized to interest expense over its five-year term. 20 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 9. Stock-Based Compensation Common Stock 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 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 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 The Company’s Executive Incentive Bonus Plan permits the settlement of awards under the plan in any combination of cash or shares of its common stock. The Company settles a majority of bonus awards for its employees, including executives, in shares of common stock under the 2010 Equity Incentive Plan. When bonus awards are settled in common stock issued under the 2010 Equity Incentive Plan, the number of shares issuable to plan participants is determined based on the closing price of the Company’s common stock as determined in trading on the applicable stock exchange, on a date approved by the Board of Directors. 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 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 June 30, Six Months Ended June 30, 2025 2024 2025 2024 (in thousands) (in thousands) Cost of net revenue $ 155 $ 174 $ 437 $ 355 Research and development 7,625 10,088 22,281 20,529 Selling, general and administrative 5,333 7,097 13,306 13,536 $ 13,113 $ 17,359 $ 36,024 $ 34,420 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. 21 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 A summary of the Company’s restricted stock unit activity for all equity plans is as follows: Number of Shares (in thousands) Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2024 7,919 $ 24.99 Granted 1 950 14.76 Vested 2 ( 2,241 ) 24.65 Canceled 3 ( 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 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 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. 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 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. 22 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) A summary of the Company’s performance-based restricted stock unit activity is as follows: Number of Shares (in thousands) Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2024 3,520 $ 25.66 Canceled 1 ( 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 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 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: Six Months Ended June 30, 2025 2024 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 — % — % Expected life (in years) 0.50 - 0.51 0.50 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. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term is the duration of the offering period for each grant date. In addition, the estimated volatility incorporates the historical volatility over the expected term based on the Company’s daily closing stock prices. Stock Options A summary of the Company’s stock options activity is as follows: Number of Options (in thousands) Weighted-Average Exercise Price Weighted-Average Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2024 2,965 $ 19.35 Canceled ( 247 ) 18.76 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 $ — 23 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The fair values of stock options were estimated using the Black-Scholes option pricing model at their respective grant date using the following assumptions: Six Months Ended June 30, 2025 (1) 2024 Weighted-average grant date fair value per share N/A - N/A $ 10.84 - $ 11.24 Risk-free interest rate N/A 4.33 % Dividend yield N/A — % Expected life (in years) N/A 6.50 Volatility N/A 57.50 % __________________ (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. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term of the options was calculated using the simplified method as prescribed by guidance provided by the SEC. This decision was based on the lack of historical data due to the Company’s limited number of stock option exercises under the 2010 Equity Incentive Plan. Estimated volatility incorporates historical volatility of the Company over the expected term based on the Company's daily closing stock prices. The intrinsic value of stock options exercised 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. 10. Income Taxes The provision for income taxes primarily relates to projected federal, state, and foreign income taxes. To determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. In addition, the tax effects of certain significant or unusual items are recognized discretely in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the temporary differences reverse. The Company records a valuation allowance to reduce its deferred taxes to the amount it believes is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. Based upon the Company’s review of all positive and negative evidence, the Company continues to have a valuation allowance on its state deferred tax assets, certain of its federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where the Company has cumulative losses or otherwise is not expected to utilize certain tax attributes. 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 $ 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. 24 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 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. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are de-recognized in the first financial reporting period in which that threshold is no longer met. 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 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 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 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. 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. 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 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. 11. Concentration of Credit Risk, Significant Customers and Geographic Information Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Collateral is generally not required for customer receivables. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Significant Customers The Company markets its products and services to manufacturers of a wide range of electronic devices (Note 1). The Company sells its products both directly to end-customers and through third-party distributors, both of which are referred to as the Company’s customers (Note 12). Revenue is also generated from sales of intellectual property, and the recipients of such intellectual property are also referred to as the Company’s customers. The Company makes periodic evaluations of the credit worthiness of its customers. 25 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Customers comprising 10% or greater of net revenues for each of the periods presented are as follows, Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Percentage of total net revenue Customer A 16 % * 16 % * Customer B 16 % * 14 % * Customer C * 15 % * 10 % Customer D * * * 12 % ____________________________ * 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. June 30, 2025 December 31, 2024 Percentage of gross accounts receivable 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 June 30, Six Months Ended June 30, 2025 2024 2025 2024 Vendor A 29 % 37 % 32 % 40 % Vendor B 23 % 17 % 21 % 12 % Vendor C 14 % 10 % 14 % 11 % Geographic Information The Company’s consolidated net revenues by geographic area based on ship-to location are as follows (in thousands): 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 % Europe 16,101 15 % 11,378 12 % 31,055 15 % 18,826 10 % United States 5,223 5 % 7,157 8 % 10,752 5 % 37,631 20 % Rest of world 371 — % 1,025 1 % 560 — % 2,540 1 % Total $ 108,813 100 % $ 91,990 100 % $ 204,746 100 % $ 187,259 100 % 26 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 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, 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): June 30, 2025 December 31, 2024 Amount % of total Amount % of total United States $ 325,331 74 % $ 323,130 72 % Singapore 93,021 21 % 102,112 23 % Rest of world 22,248 5 % 25,838 6 % Total $ 440,600 100 % $ 451,080 100 % 12. Revenue from Contracts with Customers Revenue by Market The table below presents disaggregated net revenues by market (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Broadband $ 47,556 $ 21,827 $ 88,439 $ 54,882 % of net revenue 44 % 24 % 43 % 29 % Connectivity 20,741 13,263 40,976 22,974 % of net revenue 19 % 14 % 20 % 12 % Infrastructure 34,709 31,785 61,270 64,390 % of net revenue 32 % 35 % 30 % 34 % Industrial and multi-market 5,807 25,115 14,061 45,013 % of net revenue 5 % 27 % 7 % 24 % Total net revenue $ 108,813 $ 91,990 $ 204,746 $ 187,259 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 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 27 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) completed. 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 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 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 June 30, 2025 and December 31, 2024, there were no impairment losses recorded on customer accounts receivable. 13. Leases Operating Leases Operating lease arrangements primarily consist of office leases expiring in various years through 2029. These leases have original terms of approximately 2 to 8 years and some contain options to extend the lease up to 5 years or terminate the lease, which are included in right-of-use assets and lease liabilities when the Company is reasonably certain it will renew the underlying leases. 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 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. 28 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 (in thousands) 2025 (6 months) $ 5,810 2026 9,722 2027 6,667 2028 2,567 2029 1,596 Thereafter — Total minimum payments 26,362 Less: imputed interest ( 1,999 ) Total lease liabilities 24,363 Less: short-term lease liabilities ( 9,966 ) Long-term lease liabilities $ 14,397 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. 14. Employee Retirement Plans Defined Contribution Plan The Company has a 401(k) defined contribution retirement plan (the 401(k) Plan) covering all eligible employees. Participants may voluntarily contribute on a pre-tax basis an amount not to exceed a maximum contribution amount pursuant to Section 401(k) of the Internal Revenue Code. The Company is not required to contribute, nor has it contributed, to the 401(k) Plan for any of the periods presented. Pension and Other Defined Benefit Retirement Obligations 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 $ 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. 29 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 15. Commitments and Contingencies Inventory Purchase and Other Contractual Obligations 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 2025 (6 months) $ 64,250 $ 16,878 $ 81,128 2026 9,835 21,536 31,371 2027 9,217 5,748 14,965 2028 — 1,110 1,110 2029 — 629 629 Thereafter — 3,437 3,437 Total minimum payments $ 83,302 $ 49,338 $ 132,640 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 From time to time, the Company enters into contracts for jointly funded research and development projects to develop technology that may be commercialized into a product in the future and receives payments as milestones under the contracts are met. If the Company is required to repay all or a portion of the funds provided by the other parties under certain conditions, the Company defers such funds in other-long term liabilities. As of 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 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 As previously disclosed, on July 26, 2023, MaxLinear terminated the Merger Agreement on multiple grounds (Note 3). On August 16, 2023, Silicon Motion delivered to MaxLinear a notice, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration before the Singapore International Arbitration Centre to seek damages from MaxLinear arising from MaxLinear’s alleged breaches of the Merger Agreement. Silicon Motion’s position is that MaxLinear’s Willful and Material Breaches (as such term is defined in the Merger Agreement) of the Merger Agreement prevented the Merger from being completed by August 7, 2023, and that MaxLinear is consequently liable for substantial monetary damages in excess of the termination fee as provided in the Merger Agreement. On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that MaxLinear breached the Merger Agreement. Silicon Motion seeks payment of the termination fee, additional damages, fees, and costs. The arbitration will be confidential. MaxLinear believes that it properly terminated the Merger Agreement. MaxLinear remains confident in its decision and will vigorously defend its right to terminate the Silicon Motion transaction without penalty. Silicon Motion Stockholder Litigation MaxLinear and certain of its officers have been named as defendants in two lawsuits brought by stockholders of Silicon Motion. On August 31, 2023, a Silicon Motion stockholder filed a putative class action complaint in the United States District Court for the Southern District of California captioned Water Island Event-Driven Fund v. MaxLinear, Inc., No. 23-cv-01607 (S.D. Cal.), against MaxLinear and certain of its current officers. The complaint included two claims: (1) an alleged violation of 30 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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. On August 28, 2024, the court granted the defendants a motion to dismiss, holding that the plaintiffs lacked standing to sue MaxLinear and its officers. The case was dismissed without prejudice. 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 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. 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. v. MaxLinear, Inc., No. 24-cv-01033 (S.D. Cal.), against MaxLinear and certain of its current officers, which also alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act, and other violations. The complaint alleges that the defendants concealed their intention to terminate the merger with Silicon Motion from Silicon Motion’s shareholders. The complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other equitable or injunctive relief that the court deems appropriate. On January 2, 2025, the court granted the defendants a motion to dismiss holding that the plaintiffs lacked standing to sue MaxLinear and its officers. The case was dismissed without prejudice. On January 17, 2025, the HBK Plaintiffs filed an amended complaint, including the same two claims as alleged previously with similar factual allegations. The amended complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other relief that the court deems appropriate. 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 On December 1, 2023, MaxLinear filed claims against Comcast Management, LLC and Comcast Cable Communications, LLC, or together, Comcast, in the United States District Court for the Southern District of New York. MaxLinear alleges that in 2020, MaxLinear shared its proprietary design and know-how for a full-duplex, or FDX, amplifier with Comcast in the hope of securing future business with Comcast. MaxLinear shared its design and know-how on several occasions, all pursuant to a non-disclosure agreement between MaxLinear and Comcast, with the expectation that Comcast would keep the information confidential. MaxLinear alleges that Comcast needed this technology in order to effectively compete with fiber-optic internet providers. Instead of engaging MaxLinear to develop the FDX amplifier, Comcast allegedly shared MaxLinear’s proprietary designs with MaxLinear’s direct competitor. Comcast allegedly then worked with MaxLinear’s competitor to develop the FDX-amplifier technology. MaxLinear brought claims for trade secret misappropriation, unfair competition, and breach of the parties’ non-disclosure agreement, and it sought an unspecified amount of compensatory damages, punitive damages, pre-judgment and post-judgment interest, costs, expenses, and attorney fees as well as an injunction against Comcast’s use or disclosure of MaxLinear’s trade secrets. On March 19, 2024, Comcast amended its claims for declaratory judgments, indemnification, and breach of the implied covenant of good faith and fair dealing, and on April 3, 2024, MaxLinear moved to dismiss all claims against it. On September 19, 2024, the court granted the motion to dismiss with respect to certain claims for declaratory judgment claim and denied the 31 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 prosecute its claims and defend its position. Dish Litigation On February 10, 2023, Entropic Communications, LLC, or Entropic, filed claims for patent infringement against Dish Network Corporation, Dish Network LLC, Dish Network Service, LLC, and Dish Network California Service Corporation in the United States District Court for the Central District of California. 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. 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. Bus. & Prof. Code § 17200 et seq. Dish’s eight counterclaims revolve around a core allegation that MaxLinear is a member of the Multimedia over Coax Alliance (MoCA) and that MaxLinear violated its obligation under MoCA’s Intellectual Property Rights Policy, or IPR Policy, by acting with Entropic to rid the asserted patents of the RAND encumbrances. Dish seeks an unspecified amount of compensatory damages, disgorgement, attorneys’ fees, experts’ fees, and costs. On February 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. Bus. & Prof. Code § 17200 et seq. MaxLinear intends to continue to vigorously defend its position against Dish’s remaining two counterclaims. Cox Litigations On February 10, 2023, Entropic sued Cox Communications, Inc., CoxCom, LLC, and Cox Communications California, LLC, or together, Cox, in two separate actions in the United States District Court for the Central District of California. On October 6, 2023, Cox filed counterclaims against MaxLinear in each of the two actions. In the first action, Cox alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by allegedly failing to ensure that Cox would be offered a FRAND license for these patents. Cox amended its counterclaims on January 9, 2024 and 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 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. Cox alleges that MaxLinear granted CableLabs a non-exclusive, royalty-free license to all patents essential for compliance with DOCSIS specifications. It further alleges that MaxLinear breached this agreement when MaxLinear assigned certain patents to Entropic. 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 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. 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, 32 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 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; however, a reasonable estimate of the amount or range of such loss cannot be made at this time. Other Matters From time to time, the Company is subject to threats of litigation or actual litigation in the ordinary course of business as described above and in “ Part II. — Other Information, Item 1. — Legal Proceedings ,” some of which may be material. 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. 16. Segment Reporting The following table presents segment revenue, gross profit, and net loss for the periods presented in thousands: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net revenue $ 108,813 $ 91,990 $ 204,746 $ 187,259 Cost of net revenue 47,288 41,804 89,390 87,805 Gross profit 61,525 50,186 115,356 99,454 Less: Employee related 55,643 60,667 122,746 130,411 Depreciation and amortization 4,541 4,353 9,004 8,713 Design and prototype expenses 10,177 15,426 19,848 32,694 Professional fees 5,983 4,821 12,494 9,875 Occupancy expenses 4,216 4,874 8,514 9,702 Restructuring expenses 5,580 865 13,459 23,495 Interest and other (income) expense, net 6,086 506 8,994 ( 39 ) Income tax benefit ( 4,115 ) ( 2,060 ) ( 3,404 ) ( 3,822 ) Segment net loss $ ( 26,586 ) $ ( 39,266 ) $ ( 76,299 ) $ ( 111,575 ) 33 Table of Contents