What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-23 compared with 2025-07-23 · 235 added, 186 removed, 762 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except par value amounts)

September 30,

2025 December 31,

32 unchanged sentences

550,000 shares authorized;

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

87,373 shares issued and outstanding at September 30, 2025 and 84,613 shares issued and outstanding December 31, 2024

Additional paid-in capital 950,067 886,823

7 unchanged sentences

in thousands, except per share data)

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

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

2025 2024 2025 2024

5 unchanged sentences

Selling, general and administrative 47,674 30,154 117,624 100,242

Impairment losses — 1,237 — 1,237

Restructuring charges 11,264 26,828 24,723 50,323

6 unchanged sentences

Loss before income taxes ( 43,388 ) ( 82,498 ) ( 123,091 ) ( 197,895 )

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

Income tax provision (benefit) 2,097 ( 6,713 ) ( 1,307 ) ( 10,535 )

Net loss $ ( 45,485 ) $ ( 75,785 ) $ ( 121,784 ) $ ( 187,360 )

9 unchanged sentences

in thousands)

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

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

2025 2024 2025 2024

1 unchanged sentence

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

Foreign currency translation adjustments, net of tax expense of $ 4 and $ 258 for the three and nine months ended September 30, 2025, respectively, and net of tax benefit of $ 42 and $ 169 for the three and nine months ended September 30, 2024, respectively

( 160 ) 2,664 6,983 ( 61 )

3 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTERS ENDED JUNE 30, 2025

FISCAL QUARTERS ENDED SEPTEMBER 30, 2025

in thousands)

18 unchanged sentences

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

Common stock issued pursuant to equity awards, net 466 — 615 — — 615

Stock-based compensation — — 21,440 — — 21,440

Other comprehensive loss — — — ( 174 ) — ( 174 )

Net loss — — — — ( 45,485 ) ( 45,485 )

Balance at September 30, 2025 87,373 $ 9 $ 950,067 $ 160 $ ( 485,509 ) $ 464,727

MAXLINEAR, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTERS ENDED JUNE 30, 2024

FISCAL QUARTERS ENDED SEPTEMBER 30, 2024

in thousands)

18 unchanged sentences

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

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

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

Other comprehensive income — — — 2,664 — 2,664

Net loss — — — — ( 75,785 ) ( 75,785 )

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

See accompanying notes.

2 unchanged sentences

in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

2 unchanged sentences

Amortization and depreciation 33,204 42,426

Impairment of intangible assets — 1,237

Impairment of investments and other assets — 14,000

Amortization of debt issuance costs and accretion of discounts 1,478 1,990

4 unchanged sentences

Gain on extinguishment of lease liabilities — ( 554 )

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

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

Loss on foreign currency 5,672 973

Excess tax (benefits) deficiencies on stock-based awards 4,205 ( 2,988 )

Changes in operating assets and liabilities:

48 unchanged sentences

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

Interim results for the 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.

Interim results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

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

6 unchanged sentences

Actual results could differ from those estimates.

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

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

Actual results could differ from those estimates.

3 unchanged sentences

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.

There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2025.

Recently Adopted Accounting Pronouncements

3 unchanged sentences

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

As the Company does not issue profit interest awards, the impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations for the six months ended June 30, 2025.

In November 2023, the FASB issued ASU No.

3 unchanged sentences

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.

The impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations for the three and nine months ended September 30, 2025, 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 September 2025, the FASB issued ASU No.

2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, to update the accounting for software developed for internal use to better align with software development as it has evolved from a sequential development method to incremental and iterative development methods.

The amendments in this update require an entity to begin capitalizing internal-use software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

These amendments are effective for the Company for annual and interim periods in 2028, applied either prospectively, retrospectively, or by a modified approach, with early adoption permitted.

As the Company does not currently have a material amount of software developed for internal use, 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 July 2025, the FASB issued ASU No.

2025-05, Financial Instruments – Credit Losses (Topic 326), to allow entities to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

These amendments are effective for the Company for annual and interim periods in 2026 applied prospectively, with early adoption permitted.

As the Company does not currently have material credit losses on its trade receivables, 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 November 2024, the FASB issued ASU No.

3 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In March 2024, the FASB issued ASU No.

9 unchanged sentences

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

On July 4, 2025, the U.S.

2 unchanged sentences

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.

The impact of this legislation is not expected to be material to the Company’s consolidated financial position and results of operations for the year ending December 31, 2025.

Net Income (Loss) Per Share

3 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

2025 2024 2025 2024

7 unchanged sentences

Diluted $ ( 0.52 ) $ ( 0.90 ) $ ( 1.41 ) $ ( 2.25 )

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.

For the three months ended September 30, 2025 and 2024, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 4.5 million and 6.0 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

For the nine months ended September 30, 2025 and 2024, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 5.8 million and 6.2 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

Business Combinations

2 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

3 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring Activity

1 unchanged sentence

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

In the 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.

In the nine months ended September 30, 2025, the Company incurred $ 24.7 million in restructuring costs, which included $ 17.2 million in charges under contracts associated with computer-assisted design tool licenses, which we ceased using during the period, plus $ 6.3 million in severance costs and related expenses and $ 1.2 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,

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

2025 2024 2025 2024

4 unchanged sentences

$ 11,264 $ 26,828 $ 24,723 $ 50,323

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

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

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

5 unchanged sentences

Non-cash charges and adjustments ( 126 ) ( 767 ) ( 8,582 ) ( 9,475 )

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

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

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

Liability as of September 30, 2025 2,683 1,322 15,763 19,768

current portion as of September 30, 2025 ( 2,683 ) ( 1,322 ) ( 12,755 ) ( 16,760 )

Long-term portion as of September 30, 2025 $ — $ — $ 3,008 $ 3,008

MAXLINEAR, INC.

3 unchanged sentences

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.

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

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

2 unchanged sentences

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

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

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

Acquired Intangibles

1 unchanged sentence

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

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

7 unchanged sentences

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

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

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

2025 2024 2025 2024

3 unchanged sentences

$ 3,305 $ 4,336 $ 10,161 $ 19,323

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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,

Nine Months Ended September 30,

(in thousands)

2 unchanged sentences

Amortization ( 10,161 ) ( 19,323 )

Impairment losses — ( 1,237 )

Ending balance $ 52,066 $ 58,031

2 unchanged sentences

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

During 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:

During each of the three and nine months ended September 30, 2025, no impairment losses related to finite-lived intangible assets were recognized.

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

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

The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2025:

(in thousands)

2025 (3 months) $ 3,474

Thereafter 11,262

2 unchanged sentences

The composition of financial instruments is as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

9 unchanged sentences

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 of $ 2.6 million as of each of September 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.

3 unchanged sentences

The following summarizes the activity in Level 3 financial instruments:

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

7 unchanged sentences

(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.

There were no transfers between Level 1, Level 2, or Level 3 fair value hierarchy categories of financial instruments for the nine months ended September 30, 2025.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

7 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 113,263 $ 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.

As of September 30, 2025 and December 31, 2024, cash and cash equivalents included money market funds of approximately $ 55.7 million and $ 59.1 million, respectively.

As of September 30, 2025 and December 31, 2024, the Company had restricted cash of approximately $ 1.4 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

September 30, 2025 December 31, 2024

(in thousands)

3 unchanged sentences

Property and equipment, net consists of the following:

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

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

(in thousands)

10 unchanged sentences

$ 50,865 $ 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.

Depreciation expense for the three months ended September 30, 2025 and 2024 was $ 5.7 million and $ 5.8 million, respectively.

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $ 17.4 million and $ 17.0 million, respectively.

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

4 unchanged sentences

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

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

4 unchanged sentences

Ending balance $ 33,839 $ 44,472

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 price protection liability was $ 33.8 million at September 30, 2025 and $ 43.4 million at December 31, 2024.

The decrease in price protection liability from approximately $ 43.4 million as of December 31, 2024 to approximately $ 33.8 million as of September 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

September 30, 2025 December 31, 2024

(in thousands)

18 unchanged sentences

Other comprehensive loss before reclassifications, net of tax 6,983 — 6,983

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

Balance at September 30, 2025 $ ( 1,106 ) $ 1,266 $ 160

MAXLINEAR, INC.

1 unchanged sentence

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

7 unchanged sentences

Long-term debt, non-current portion $ 123,461 $ 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.

As of September 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 September 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 nine months ended September 30, 2025 and 2024, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.5 million and $ 0.5 million, respectively.

The approximate aggregate fair value of the term loans outstanding as of September 30, 2025 and December 31, 2024 was $ 120.6 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 September 30, 2025, the outstanding principal balance of $ 125.0 million is due in full on June 23, 2028, upon maturity of the loan.

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

3 unchanged sentences

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

As of June 30, 2025, the Revolving Facility was undrawn.

As of September 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.

7 unchanged sentences

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 Initial Term Loan under the June 23, 2021 Credit Agreement was initially set to amortize in equal quarterly installments from September 30, 2021 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.

Due to prepayments of principal made to date, the remaining principal balance of $ 125.0 million is payable on the June 23, 2028 maturity date.

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

8 unchanged sentences

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

As of June 30, 2025, the Company was in compliance with such covenants.

As of September 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.

2 unchanged sentences

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.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

its seven-year term through June 23, 2028.

Debt issuance costs of $ 0.4 million associated with the Revolving Facility are being amortized to interest expense over its five-year term through June 23, 2026.

Stock-Based Compensation

1 unchanged sentence

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.

At September 30, 2025, the Company had stock-based compensation awards outstanding under the following plans:

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

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.

As of September 30, 2025, the number of shares of common stock available for future issuance under the 2010 Plan was 15,334,216 shares, including stock options and restricted stock unit awards outstanding at September 30, 2025 of 13,309,401 shares.

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

As of September 30, 2025, the number of shares of common stock available for future issuance under the Inducement Plan was 3,958,337 shares, including 626,877 shares subject to restricted stock unit awards outstanding as of September 30, 2025.

Employee Incentive Bonus

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

At 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.

At September 30, 2025, the Company has an accrual of $ 26.7 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.

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

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

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

2025 2024 2025 2024

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$ 21,511 $ 12,788 $ 57,535 $ 47,208

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.

The total unrecognized compensation cost related to unvested restricted stock units as of September 30, 2025 was $ 106.7 million, and the weighted average period over which these equity awards are expected to vest is 2.34 years.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of September 30, 2025 was $ 4.9 million, and the weighted average period over which these equity awards are expected to vest is 1.17 years.

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

The total unrecognized compensation cost related to unvested stock options as of September 30, 2025 was $ 20.5 million, and the weighted average period over which these equity awards are expected to vest is 2.39 years.

Restricted Stock Units

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( 1,003 ) 24.87

Outstanding at June 30, 2025 5,827 $ 23.29

Outstanding at September 30, 2025 7,780 $ 20.11

(1) Includes approximately 473 thousand shares granted under the Inducement Plan at a weighted-average grant-date fair value per share of $ 14.21 .

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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.

Performance-based restricted stock units are eligible to vest at the end of each year-long performance period in a three-year performance period based on certain financial metrics as defined in the underlying agreement.

2025 Performance-Based Restricted Stock Units

For performance-based restricted stock units granted in 2025, the award is divided into four approximately equal tranches each representing 25 % of the target number of performance-based restricted stock units subject to the award.

Each tranche has one or more performance goals that must be achieved in order for any restricted stock units subject to the tranche to become eligible to vest.

For the first tranche, which covers one fiscal year in a three-year period, restricted stock units are eligible to vest based upon the achievement of certain net revenue and non-GAAP operating income targets.

For two of the four tranches, each of which cover one fiscal year in a three-year period, restricted stock units are eligible to vest when the Company’s annual growth rate in net revenue and non-GAAP operating income over baseline results equal or exceed target growth rates of 5.0 %.

For each of these three tranches, 50 % of each performance-based award is subject to the net revenue metric for the performance period and 50 % is subject to the non-GAAP operating income metric for the respective performance period.

If the Company ’ s growth rate in each of these metrics relative to the baseline results are below 2.5 % for a performance period, no shares in the performance metric tranche will vest.

If the Company’s growth rate relative to the baseline equals or exceeds 2.5 % for a performance range, vesting may range from 75 % up to a maximum 200 % of target (if performance at or above a 7.5% growth rate is achieved);

any shares above target that are eligible to vest will vest at the end of year three, subject to continued service through the end of the year three.

The fourth tranche of performance-based restricted stock units for a three-year performance period are eligible to vest when the growth rate in net revenue for the third year over baseline results relative to the growth rates for companies in the Russell 3000 index for the same metric and periods, equals or exceeds the 50th percentile.

The Company ’ s relative percentile rank in net revenue is determined by ranking the individual companies in the Russell 3000 (including MaxLinear) in order of largest to smallest according to their revenue growth for the third year over baseline

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

results, then calculating the percentile ranking of MaxLinear relative to other Russell 3000 companies.

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

If the Company’s relative percentile rank for this metric is greater or equal to the 25th percentile, vesting may range from 50 % up to a maximum 200 % of target;

such maximum may be achieved in year three if performance at or above the 75th percentile is achieved, subject to continued service through the end of the year three.

2024 and Prior Performance-Based Restricted Stock Units

For previous performance-based restricted stock units granted prior to 2025, the target number of units are eligible to vest when the annual growth rate in net revenue 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 revenue 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.

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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.

For the performance-based restricted stock units granted prior to 2025, 60 % of each performance-based award is subject to the net revenue 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.

As of September 30, 2025, achievement to date under the performance metrics specified in the respective award agreements are based on its expected metric results over the performance periods and calculated growth rates relative to baseline based on data available, as defined in the respective award agreements.

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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Outstanding at December 31, 2024 3,520 $ 25.66

Granted 798 15.25

( 943 ) 38.38

Outstanding at June 30, 2025 2,694 $ 24.84

Outstanding at September 30, 2025 3,314 $ 19.62

________________

(1) Includes shares that vested in prior years for which an executive elected to defer receipt.

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

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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.

During the nine months ended September 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.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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,

Nine Months Ended September 30,

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

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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 $ —

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Outstanding at September 30, 2025 2,718 $ 19.39 7.7 $ —

Vested and expected to vest at September 30, 2025 2,627 $ 19.39 7.7 $ —

Exercisable at September 30, 2025 573 $ 18.87 5.2 $ —

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,

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

Nine Months Ended September 30,

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

$ 10.84 - $ 11.24

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__________________

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

(1) No options were granted during the nine months ended September 30, 2025.

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

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

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

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

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

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

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

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the six months ended June 30, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

The Company recorded an income tax provision of $ 2.1 million in the three months ended September 30, 2025 and an income tax benefit of $ 6.7 million in the three months ended September 30, 2024.

The Company recorded an income tax benefit of $ 1.3 million in the nine months ended September 30, 2025 and an income tax benefit of $ 10.5 million in the nine months ended September 30, 2024.

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the nine months ended September 30, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, stock based compensation, and the impact of the valuation allowance against the Company’s Singapore deferred tax assets.

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.

federal statutory rate for the nine months ended September 30, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

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

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

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

During the nine months ended September 30, 2025, the Company’s unrecognized tax benefits increased by $ 0.3 million.

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

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

Accrued interest and penalties associated with uncertain tax positions as of September 30, 2025 were approximately $ 36 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.

At September 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.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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

Concentration of Credit Risk, Significant Customers and Geographic Information

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

2025 2024 2025 2024

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Customer B 11 % * 13 % *

Customer C * 15 % * 10 %

Customer D * * * 12 %

____________________________

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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

September 30, 2025 December 31, 2024

Percentage of gross accounts receivable

Customer E 28 % 16 %

Customer F 21 % *

Customer G 18 % *

Customer H * 17 %

Customer C 32 % 17 %

Customer D * 16 %

____________________________

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

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

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

2025 2024 2025 2024

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Vendor C 18 % 12 % 15 % 11 %

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Geographic Information

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

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

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

2025 2024 2025 2024

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Total $ 126,459 100 % $ 81,102 100 % $ 331,205 100 % $ 268,361 100 %

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

2025 2024 2025 2024

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Hong Kong 46 % 49 % 48 % 37 %

Malaysia * 12 % * *

Thailand * 11 % * *

Vietnam 15 % * 12 % *

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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.

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

September 30, 2025 December 31, 2024

Amount % of total Amount % of total

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Total $ 436,143 100 % $ 451,080 100 %

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue from Contracts with Customers

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

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

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

2025 2024 2025 2024

8 unchanged sentences

Total net revenue $ 126,459 $ 81,102 $ 331,205 $ 268,361

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.

Revenues from sales through the Company’s distributors accounted for 36 % and 35 % of net revenue for the three months ended September 30, 2025 and 2024, respectively.

Revenues from sales through the Company’s distributors accounted for 35 % and 42 % of net revenue for the nine months ended September 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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue recognized in each of the six months ended June 30, 2025 and 2024 that was included in the contract liability balance as of the beginning of each of those respective periods was immaterial.

There were no material changes in the contract liabilities balance during the six months ended June 30, 2025 and 2024.

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

Revenue recognized in each of the nine months ended September 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 nine months ended September 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.

As of September 30, 2025 and December 31, 2024, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $ 33.8 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.

Other obligations to customers representing estimates of price adjustments to be claimed by distributors upon sell-through of their inventory to their end customer and estimates of stock rotation returns to be claimed by distributors on products sold as of September 30, 2025 were $ 13.3 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 decrease in accrued obligations to customers for price adjustments from approximately $ 43.0 million as of December 31, 2024 to approximately $ 13.3 million as of September 30, 2025, was due to timing of issuing credits to customers, partially offset by increased accrued obligations resulting from increased sales to distributors.

The increase or decrease in revenue for the three and nine months ended September 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 September 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.

As of September 30, 2025 and December 31, 2024, there were no impairment losses recorded on customer accounts receivable.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating Leases

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

As of September 30, 2025 and December 31, 2024, the weighted average discount rate for operating leases was 4.8 % and 5.0 %, respectively, and the weighted average remaining lease term for operating leases was 2.6 years and 3.2 years, respectively, as of the end of each of these periods.

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

Operating Leases

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Long-term lease liabilities $ 12,133

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.

Operating lease cost was $ 2.2 million and $ 2.4 million for the three months ended September 30, 2025 and 2024, respectively.

Operating lease cost was $ 6.8 million and $ 7.5 million for the nine months ended September 30, 2025 and 2024, respectively.

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

There were $ 0 and $ 0 of right-of-use assets obtained in exchange for new lease liabilities for the three months ended September 30, 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 nine months ended September 30, 2025 and 2024, respectively.

Employee Retirement Plans

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pension and Other Defined Benefit Retirement Obligations

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

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

As of September 30, 2025, the net defined benefit obligation, primarily related to other defined benefit plans, was $ 0.4 million.

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

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

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net periodic benefit costs were $ 31 thousand and $ 45 thousand for the three months ended September 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 nine months ended September 30, 2025 and 2024, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

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):

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

Inventory Purchase Obligations Other Obligations Total

7 unchanged sentences

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

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

Total inventory purchase and other contractual obligations increased from $ 106.5 million as of December 31, 2024 to $ 121.0 million as of September 30, 2025 driven by increased sales demand, which resulted in incremental purchase orders.

Jointly Funded Research and Development

1 unchanged sentence

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

As of June 30, 2025, funds of $ 15.0 million received from the other parties have been deferred in other long-term liabilities.

As of September 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.

During the three and nine months ended September 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

4 unchanged sentences

Silicon Motion seeks payment of the termination fee, additional damages, fees, and costs.

The arbitration will be confidential.

The arbitration is confidential.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MaxLinear believes that it properly terminated the Merger Agreement.

7 unchanged sentences

The complaint included two claims:

(1) an alleged violation of

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

7 unchanged sentences

The plaintiffs cannot amend the Amended Complaint.

On August 8, 2025, the plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Ninth Circuit.

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

10 unchanged sentences

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.

On September 17, 2025, the court dismissed all but one claim under the plaintiffs’ amended complaint.

MaxLinear intends to continue to vigorously defend its position.

9 unchanged sentences

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 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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

would keep the information confidential.

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

3 unchanged sentences

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

motion to dismiss with respect to the remaining claims.

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

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

6 unchanged sentences

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

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

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

Code § 17200 et seq.

16 unchanged sentences

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 amended its counterclaims on January 9, 2024 and asserted claims for breach of contract, unjust

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

enrichment, and declaratory judgment.

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

4 unchanged sentences

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.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

DIRECTV’s answer asserted five counterclaims against MaxLinear.

2 unchanged sentences

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

As of 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.

As of September 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;

4 unchanged sentences

— 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.

Results of litigation and claims are inherently unpredictable.

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

Segment Reporting

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

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

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

2025 2024 2025 2024

8 unchanged sentences

Restructuring expenses 11,264 26,828 24,723 50,323

Impairment of intangibles — 1,237 — 1,237

Impairment of investments — 11,768 — 11,768

Interest and other (income) expense, net 2,099 3,987 11,093 3,948

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

Income tax expense (benefit) 2,097 ( 6,713 ) ( 1,307 ) ( 10,535 )

Segment net loss $ ( 45,485 ) $ ( 75,785 ) $ ( 121,784 ) $ ( 187,360 )

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

What changed 10-Q

Item 1. Financial Statements