4 unchanged sentences
Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to filing this Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered
−Removed: by this Form 10-K.
+Added: As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to filing this Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Form 10-K.
Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.
36 unchanged sentences
Securities Trading Plans of Directors and Executive Officers
−Removed: On November 14, 2024 , Dr.
−Removed: Theodore Tewksbury , a director of the Company, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 6,071 shares of our common stock.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is until November 15, 2025 , or earlier if all transactions under the trading arrangement are completed.
−Removed: During the last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408 during the last fiscal quarter.
+Added: During the last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408 during the last fiscal quarter.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
58 unchanged sentences
+10.6 Form of Change in Control Agreement for Executive Officers (incorporated herein by reference to Exhibit 10.13 of the Registrant's Annual Report on Form 10-K filed on February 17, 2016).
−Removed: †10.7 Intellectual Property License Agreement, dated June 18, 2009, between the Registrant and Intel Corporation (incorporated by reference to Exhibit 10.7 of the Registr ant ’ s Annual Report on Form 10-K filed on January 3 1 , 2024 (File No.
+Added: †10.7 Intellectual Property License Agreement, dated June 18, 2009, between the Registrant and Intel Corporation (incorporated by reference to Exhibit 10.7 of the Registrant’s Annual Report on Form 10-K filed on January 31, 2024 (File No.
+10.8 Employment Offer Letter, dated November 9, 2012, between the Registrant and Will Torgerson (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed on February 6, 2013 (File No.
8 unchanged sentences
+10.16 Executive Incentive Bonus Plan, as amended on December 13, 2018 (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No.
−Removed: +†10.17 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registran t ’ s Annual Report on Form 10-K filed on January 3 1 , 2024 (File No.
+Added: +10.17 Clawback Policy, as adopted on December 13, 2018 (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No.
+Added: +†10.18 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on January 31, 2024 (File No.
+Added: +10.19 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 23, 2025 (File No.
001-34666)) .
1 unchanged sentence
10.21 Security Agreement, dated as of June 23, 2021, by and among MaxLinear, Inc., the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 24, 2021)
−Removed: +10.20 Employment Offer Letter, dated April 26, 2022, between the Registrant and Michelle M.
−Removed: Sayer (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 10-Q filed on July 27, 2022).
10.22 Commitment Letter, dated as of May 5, 2022, by and among MaxLinear, Inc., Wells Fargo Bank, N.A., and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2022) .
5 unchanged sentences
1 to Credit Agreement, date as of June 29, 2023, by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 27, 2023 (File No.
−Removed: +10.25 Employer Separation Agreement and Release between the Company and Michelle Sayer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed on October 23, 2024 (File No.
−Removed: +10.26 2024 Induce ment Equity Incentive Plan and related form ag re ements (incorporated by reference from Exh i bit 10.1 to the R egistrant's Current Report on F orm 8-K filed on May 29, 2024) .
+Added: +10.26 2024 Inducement Equity Incentive Plan and related form agreements (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 29, 2024).
+*10.27 Separation Agreement and Release between the Company and William Torgerson.
7 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: +97.1 Compensation Recovery Policy, as adop t ed on August 9, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant ’ s Annual Report on Form 10-K filed on January 31, 2024 (File No.
+Added: +97.1 Compensation Recovery Policy, as adopted on August 9, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on January 31, 2024 (File No.
Exhibit Number Exhibit Title
47 unchanged sentences
DOUGHERTY Director January 29, 2026
−Removed: /s/ TSU-JAE KING LIU, Ph.D.
−Removed: Director January 29, 2025
−Removed: Tsu-Jae King Liu, Ph.D.
/s/ ALBERT J.
17 unchanged sentences
We have audited the accompanying consolidated balance sheets of MaxLinear, Inc.
−Removed: (a Delaware corporation) and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the "financial statements").
+Added: (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
3 unchanged sentences
Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
15 unchanged sentences
The principal consideration for our determination that the realizability of deferred tax assets as a critical audit matter is that the forecast of future taxable income is an accounting estimate subject to a high level of estimation.
−Removed: There is inherent uncertainty and subjectivity related to management’s judgments and assumptions regarding the Company’s international tax structure and transfer pricing agreements, determination of the taxable income by jurisdiction and the impacts of the Tax Act on future taxable income, which are complex in nature and require significant auditor judgment.
+Added: There is inherent uncertainty and subjectivity related to management’s judgments and assumptions regarding the Company’s international tax structure and transfer pricing agreements, determination of the taxable income by jurisdiction and the impacts of recent tax legislation on future taxable income, which are complex in nature and require significant auditor judgment.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to the realizability of deferred tax assets.
−Removed: These procedures also included, among others, (i) evaluating the appropriateness of management's calculation used, (ii) testing the completeness, accuracy and relevance of the underlying data used in the calculation, and (iii) evaluating the reasonableness of significant assumptions used in the calculation of future taxable income, including transfer pricing between various foreign jurisdictions.
+Added: These procedures also included, among others, (i) evaluating the appropriateness of management's calculation used, (ii) testing the completeness, accuracy and relevance of the underlying data used in the calculation, and (iii) evaluating the reasonableness of significant assumptions used in the calculation of future taxable income, including transfer pricing between various foreign jurisdictions and certain tax planning strategies.
Evaluating management's assumptions related to estimates of future taxable income involved evaluating whether the assumptions used were reasonable considering (i) current and past profitability, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
42 unchanged sentences
Additional paid-in capital 951,262 886,823
−Removed: Accumulated other comprehensive loss ( 6,823 ) ( 3,791 )
+Added: Accumulated other comprehensive income (loss) 1,030 ( 6,823 )
Accumulated deficit ( 500,406 ) ( 363,725 )
16 unchanged sentences
Total operating expenses 392,704 418,134 423,884
−Removed: Income (loss) from operations ( 223,352 ) ( 38,221 ) 180,243
+Added: Loss from operations ( 126,890 ) ( 223,352 ) ( 38,221 )
Interest income 3,385 6,386 6,053
Interest expense ( 10,056 ) ( 10,874 ) ( 10,702 )
−Removed: Other income (expense), net ( 10,877 ) ( 20,940 ) 3,478
+Added: Other expense, net ( 7,333 ) ( 10,877 ) ( 20,940 )
Total other income (expense), net ( 14,004 ) ( 15,365 ) ( 25,589 )
−Removed: Income (loss) before income taxes ( 238,717 ) ( 63,810 ) 174,198
−Removed: Income tax provision 6,481 9,337 49,158
−Removed: Net income (loss) $ ( 245,198 ) $ ( 73,147 ) $ 125,040
−Removed: Net income (loss) per share:
+Added: Loss before income taxes ( 140,894 ) ( 238,717 ) ( 63,810 )
+Added: Income tax provision (benefit) ( 4,213 ) 6,481 9,337
+Added: Net loss $ ( 136,681 ) $ ( 245,198 ) $ ( 73,147 )
+Added: Net loss per share:
Basic $ ( 1.58 ) $ ( 2.93 ) $ ( 0.91 )
Diluted $ ( 1.58 ) $ ( 2.93 ) $ ( 0.91 )
−Removed: Shares used to compute net income (loss) per share:
+Added: Shares used to compute net loss per share:
Basic 86,588 83,600 80,719
6 unchanged sentences
2025 2024 2023
−Removed: Net income (loss) $ ( 245,198 ) $ ( 73,147 ) $ 125,040
−Removed: Other comprehensive loss, net of tax:
−Removed: Foreign currency translation adjustments, net of tax expense of $ 280 in 2024, benefit of $ 95 in 2023 and expense of $ 184 in 2022
+Added: Net loss $ ( 136,681 ) $ ( 245,198 ) $ ( 73,147 )
+Added: Other comprehensive income (loss), net of tax:
+Added: Foreign currency translation adjustments, net of tax benefit of $ 1,038 in 2025, expense of $ 280 in 2024 and benefit of $ 95 in 2023
7,762 ( 3,030 ) 121
−Removed: Net actuarial gain (loss) on pension and other defined benefit plans, net of tax expense of $ 8 in 2024, benefit of $ 85 in 2023 and $ 0 in 2022
+Added: Net actuarial gain (loss) on pension and other defined benefit plans, net of tax expense of $ 35 in 2025, expense of $ 8 in 2024 and benefit of $ 85 in 2023
91 ( 19 ) ( 206 )
1 unchanged sentence
— 17 ( 2,685 )
−Removed: Other comprehensive loss ( 3,032 ) ( 2,770 ) ( 3,146 )
−Removed: Total comprehensive income (loss) $ ( 248,230 ) $ ( 75,917 ) $ 121,894
+Added: Other comprehensive income (loss) 7,853 ( 3,032 ) ( 2,770 )
+Added: Total comprehensive loss $ ( 128,828 ) $ ( 248,230 ) $ ( 75,917 )
See accompanying notes.
11 unchanged sentences
Common stock issued pursuant to equity awards, net 2,841 — 26,237 — — 26,237
−Removed: Repurchase of common stock ( 564 ) — ( 31,511 ) — — ( 31,511 )
Employee stock purchase plan 232 — 4,379 — — 4,379
1 unchanged sentence
Other comprehensive loss — — — ( 2,770 ) — ( 2,770 )
−Removed: Net income — — — — 125,040 125,040
+Added: Net loss — — — — ( 73,147 ) ( 73,147 )
Balance at December 31, 2023 81,818 8 808,575 ( 3,791 ) ( 118,527 ) 686,265
6 unchanged sentences
Common stock issued pursuant to equity awards, net 2,651 1 3,693 — — 3,694
+Added: Repurchase of common stock ( 1,144 ) — ( 20,000 ) — — ( 20,000 )
Employee stock purchase plan 331 — 3,568 — — 3,568
Stock-based compensation — — 77,178 — — 77,178
−Removed: Other comprehensive loss — — — ( 3,032 ) — ( 3,032 )
+Added: Other comprehensive income — — — 7,853 — 7,853
Net loss — — — — ( 136,681 ) ( 136,681 )
7 unchanged sentences
Operating Activities
−Removed: Net income (loss) $ ( 245,198 ) $ ( 73,147 ) $ 125,040
−Removed: Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
+Added: Net loss $ ( 136,681 ) $ ( 245,198 ) $ ( 73,147 )
+Added: Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Amortization and depreciation 43,992 54,140 71,516
26 unchanged sentences
Cash used in acquisition, net of cash acquired — — ( 13,324 )
−Removed: Proceeds loaned under notes receivable — — ( 10,000 )
−Removed: Purchases of long-term investments — — ( 29,325 )
Sale of trading securities — — 17,198
2 unchanged sentences
Payment of debt issuance cost — — ( 18,325 )
−Removed: Repayment of debt — — ( 185,000 )
Net proceeds from issuance of common stock 3,558 4,091 4,559
49 unchanged sentences
A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in the consolidated statements of operations in the period in which the liability is incurred.
−Removed: For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review, evaluation, and adjustment of these pre-acquisition contingencies throughout the measurement period in
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.
+Added: For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review, evaluation, and adjustment of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.
A pre-acquisition contingency (non-income tax related) is only recognized as an asset or a liability if:
4 unchanged sentences
Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position.
−Removed: Cash and Cash Equivalents
+Added: Cash and Cash Equivalents and Restricted Cash
The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Cash equivalents are recorded at cost, which approximates market value.
+Added: Restricted cash consists of balances held at financial institutions as collateral for letters of credit.
+Added: Restricted cash balances are classified as current or non-current based on the expected duration of the restriction and are reclassified to cash and cash equivalents when the underlying obligation is satisfied or otherwise terminated.
Accounts Receivable
15 unchanged sentences
Leasehold improvements are stated at cost and amortized over the shorter of the estimated useful lives of the assets or the lease term.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Production Masks
2 unchanged sentences
Production masks that do not meet the criteria for capitalization are expensed as research and development costs.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Goodwill and Intangible Assets
17 unchanged sentences
Should impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s fair value.
−Removed: During the years 2024, 2023, and 2022, the Company recorded impairment of intangible assets of $ 1.2 million, $ 2.4 million and $ 2.8 million, respectively.
+Added: During the years 2025, 2024, and 2023, the Company recorded impairment of intangible assets of $ 0 , $ 1.2 million and $ 2.4 million, respectively.
Refer to Goodwill and Intangible Assets, Note 5 for more information.
4 unchanged sentences
For most of the Company's product sales, transfer of control occurs upon shipment to the distributor or direct customer.
−Removed: Under certain intellectual property sale agreements, we are entitled to fixed upfront consideration upon sale and variable consideration in the form of a portion of revenue generated by the recipient from the intellectual property.
+Added: Under certain intellectual property sale
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: agreements, the Company is entitled to fixed upfront consideration upon sale and variable consideration in the form of a portion of revenue generated by the recipient from the intellectual property.
Fixed consideration is recognized when control of the functional intellectual property transfers;
1 unchanged sentence
The Company recognized a material amount of variable consideration during the year ended December 31, 2024 as uncertainties related to such consideration were resolved.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In assessing whether collection of consideration from a customer is probable, the Company considers the customer’s ability and intention to pay that amount of consideration when it is due.
22 unchanged sentences
For additional disclosures regarding contract liabilities and other obligations to customers, see Note 12.
−Removed: The Company assesses customer accounts receivable and contract assets for impairment in accordance with ASC 310-10-35.
−Removed: The Company generally provides a warranty on its products for a period of one to three years .
−Removed: The Company makes estimates of product return rates and expected costs to replace the products under warranty at the time revenue is recognized
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: based on historical warranty experience and any known product warranty issues.
+Added: The Company assesses customer accounts receivable and contract assets for impairment in accordance with ASC 310-10-35.
+Added: The Company generally provides a warranty on its products for a period of one to three years .
+Added: The Company makes estimates of product return rates and expected costs to replace the products under warranty at the time revenue is recognized based on historical warranty experience and any known product warranty issues.
If actual return rates and/or replacement costs differ significantly from these estimates, adjustments to recognize additional warranty expenses in cost of net revenue may be required in future periods.
−Removed: As of December 31, 2024 and 2023, the Company has warranty reserves of $ 0.5 million and $ 0.3 million, respectively, based on the Company’s estimates.
+Added: As of December 31, 2025 and 2024, the Company has warranty reserves of $ 49 thousand and $ 0.5 million, respectively, based on the Company’s estimates.
Segment Information
21 unchanged sentences
While the Company retains ownership and rights to the underlying technology developed under the joint development projects, the Company may be required to repay all or a portion of the funds provided by the other parties under certain conditions, and defers such funds as liabilities until the repayment conditions have been resolved (Note 15).
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s leases primarily consist of facility leases which are classified as operating leases.
3 unchanged sentences
Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option.
−Removed: The right-of-
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives.
+Added: The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives.
Lease expense is recognized on a straight-line basis over the lease term.
28 unchanged sentences
Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss), net of tax, such as foreign currency translation gains and losses and changes in fair value of projected benefit obligations for defined benefit plans.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Litigation and Settlement Costs
3 unchanged sentences
(i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the loss or range of loss can be reasonably estimated.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recently Adopted Accounting Pronouncements
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , to require enhanced disclosures that include reportable segment expenses.
−Removed: 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.
−Removed: Such disclosures apply to entities with a single reportable segment.
−Removed: These amendments were effective for the Company in 2024 and retrospectively to all prior periods using the significant segment expense categories identified.
−Removed: 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.
−Removed: Recently Issued Not Yet Adopted Accounting Pronouncements
−Removed: In November 2024, the FASB issued ASU No.
−Removed: 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.
−Removed: These amendments are effective for the Company for annual periods in 2027, applied prospectively, with early adoption permitted, and interim periods beginning in 2028.
−Removed: The Company intends to adopt the amendments in this update prospectively in 2027 for annual periods and in 2028 for interim periods.
−Removed: 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.
2 unchanged sentences
These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted.
−Removed: The Company intends to adopt the amendments in this update prospectively in 2025.
−Removed: 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.
+Added: The Company adopted the amendments in this update prospectively in 2025.
+Added: 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.
In March 2024, the FASB issued ASU No.
2 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.
−Removed: As the Company does not issue profit interest awards, the impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.
+Added: 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 year ended December 31, 2025 .
In December 2023, the FASB issued ASU No.
2 unchanged sentences
These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted.
−Removed: The Company intends to adopt the amendments in this update prospectively in 2025.
−Removed: 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.
−Removed: Net Income (Loss) Per Share
−Removed: Basic earnings per share, or EPS, is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.
−Removed: Diluted EPS is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and the weighted-
+Added: The Company applied the amendments prospectively for the year ended December 31, 2025, and 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 year ended December 31, 2025, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements.
+Added: On July 4, 2025, the U.S.
+Added: government enacted comprehensive legislation commonly referred to as the One Big Beautiful Bill Act of 2025, or the 2025 Act.
+Added: The 2025 Act makes changes to U.S.
+Added: 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.
+Added: The impact of this legislation was not material to the Company’s consolidated financial position and results of operations for the year ended December 31, 2025.
+Added: Recently Issued Not Yet Adopted Accounting Pronouncements
+Added: In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements, to clarify and reorganize U.S.
+Added: GAAP interim reporting guidance to improve navigability, applicability, and consistency without changing the fundamental nature or volume of required interim disclosures.
+Added: This amendment clarifies when ASC 270 is applicable, establishes a disclosure principle requiring disclosure of material events or changes occurring since the most recent annual reporting period, and consolidates into ASC Topic 270 a comprehensive list of interim disclosures required by other Codification Topics.
+Added: The amendment also clarifies the form and content of interim financial statements, including guidance for condensed interim reporting.
+Added: The amendment is effective for the Company for interim periods in 2028, with early adoption permitted.
+Added: 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.
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method.
−Removed: For purposes of this calculation, common stock options and restricted stock units are considered to be common stock equivalents and are only included in the calculation of diluted EPS when their effect is dilutive.
+Added: In December 2025, the FASB issued ASU 2025‑10, Government Grants (Topic 832):
+Added: Accounting for Government Grants Received by Business Entities, to establish specific guidance for the recognition, measurement, presentation, and disclosure of government grants received to reduce diversity and increase consistency amongst business entities in accounting for such grants.
+Added: This amendment amends ASC Topic 832 to require that a government grant received by a business entity should not be recognized as income until it is probable that a business entity will comply with the conditions attached to the grant and the grant will be received, with any grant related to an asset to be purchased, constructed or acquired such as long-lived assets or inventory to be recognized on the balance sheet as either deferred income or as an adjustment to the cost basis of the related asset, or the cost accumulation approach, as such costs are incurred.
+Added: Any grant income or deferred income shall be recognized in earnings on a systematic and rational basis over the periods in which a business entity recognizes as expenses the costs for which the grant is intended to compensate, whereas any grants accounted for using the cost accumulation approach will not have a direct subsequent recognition in earnings, but rather reduced depreciation or amortization in accounting for the related asset.
+Added: Entities are also required to present grants recognized in earnings separately under other income or deducted from the related expense, and provide disclosures of the nature of the government grant received, the accounting policies used to account for the grant, and the significant terms and conditions of the grant.
+Added: The amendment is effective for the Company for annual and interim periods in 2029, with early adoption and multiple transition methods permitted.
+Added: 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 it does not differ materially from the Company’s current practice in accounting for government grants.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: In July 2025, the FASB issued ASU No.
+Added: 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.
+Added: These amendments are effective for the Company for annual and interim periods in 2026 applied prospectively, with early adoption permitted.
+Added: 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.
+Added: In November 2024, the FASB issued ASU No.
+Added: 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.
+Added: These amendments are effective for the Company for annual periods in 2027, applied prospectively, with early adoption permitted, and interim periods beginning in 2028.
+Added: The Company intends to adopt the amendments in this update prospectively in 2027 for annual periods and in 2028 for interim periods.
+Added: 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.
+Added: Net Income (Loss) Per Share
+Added: 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.
+Added: 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.
+Added: 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.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below presents the computation of basic and diluted EPS:
2 unchanged sentences
(in thousands, except per share amounts)
−Removed: Net income (loss) $ ( 245,198 ) $ ( 73,147 ) $ 125,040
+Added: Net loss $ ( 136,681 ) $ ( 245,198 ) $ ( 73,147 )
Weighted average common shares outstanding—basic 86,588 83,600 80,719
1 unchanged sentence
Weighted average common shares outstanding—diluted 86,588 83,600 80,719
−Removed: Net income (loss) per share:
+Added: Net loss per share:
Basic $ ( 1.58 ) $ ( 2.93 ) $ ( 0.91 )
11 unchanged sentences
See Note 15 for more information on legal matters related to the termination of the Merger Agreement.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The second amended and restated commitment letter dated October 24, 2022 with Wells Fargo Bank, N.A., or Wells Fargo Bank, and other lenders, and related financing commitments for the previously pending (now terminated) merger were also terminated upon termination of the Merger Agreement.
As a result of the termination of the financing, in August 2023, the Company was required to pay to Wells Fargo Bank a ticking fee of $ 18.3 million, which is included in other income (expense) in the consolidated statement of operations for the year ended December 31, 2023.
−Removed: Acquisition of Company Y
−Removed: On January 17, 2023, the Company completed its acquisition of a business, or Company Y, pursuant to a Purchase and Sale Agreement, or the Purchase Agreement.
−Removed: The transaction consideration included $ 9.8 million in cash.
−Removed: In addition, Company Y stockholders were eligible to receive up to $ 2.6 million in consideration due to the acquired business satisfying certain personnel objectives by June 17, 2024.
−Removed: Company Y is headquartered in Bangalore, India and operates as a provider of engineering design services.
−Removed: Acquisition Consideration
−Removed: The following table summarizes the fair value of purchase price consideration to acquire Company Y (in thousands):
−Removed: Description Amount
−Removed: Fair value of purchase consideration:
−Removed: Contingent consideration (1)
−Removed: Total purchase price $ 12,424
−Removed: _________________
−Removed: (1) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 2.6 million in payments due to the acquired business’s satisfying certain financial and personnel objectives by June 17, 2024 under the Purchase Agreement.
−Removed: Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate.
−Removed: Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration.
−Removed: Purchase Price Allocation
−Removed: The final allocation of purchase price as of the January 17, 2023 acquisition closing date based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition primarily included $ 2.0 million in net operating liabilities, with $ 11.8 million in goodwill.
−Removed: Assumptions in the Allocations of Purchase Price
−Removed: Management prepared the purchase price allocations for Company Y and in doing so considered or relied in part upon reports of a third party valuation expert to calculate the fair value of certain acquired assets, which primarily included an acquired workforce and contingent consideration.
−Removed: Certain stockholders that are employees of Company Y were not required to remain employed in order to receive the contingent consideration;
−Removed: accordingly, the fair value of the contingent consideration was accounted for as a portion of the purchase consideration.
−Removed: Estimates of fair value require management to make significant estimates and assumptions.
−Removed: The goodwill recognized is attributable primarily to the acquired workforce.
−Removed: Certain liabilities included in the purchase price allocations are based on management’s best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared.
−Removed: Goodwill recorded in connection with Company Y was $ 11.8 million as of December 31, 2024.
−Removed: The Company does not expect to deduct any of the acquired goodwill for tax purposes.
MAXLINEAR, INC.
4 unchanged sentences
Restructuring costs during the year ended December 31, 2025 included costs pertaining to restructuring plans initiated in 2023 and 2024 as described below.
+Added: In the year ended December 31, 2025, the Company incurred $ 24.5 million in restructuring costs, which included $ 17.1 million in charges under contracts associated with computer-assisted design tool licenses, which the Company ceased using during the period, plus $ 6.9 million in severance costs and related expenses and $ 0.4 million from exiting facilities, in connection with a workforce reduction.
In July 2024, the Company initiated a reduction of its workforce, or the 2024 Workforce Reduction.
3 unchanged sentences
Substantially all of the severance and related costs incurred in the year ended December 31, 2024 related to the 2023 Workforce Reductions pertained to statutory severance benefits in the jurisdictions in which the terminated employees were employed.
−Removed: The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the 2023 Workforce Reductions and 2024 Workforce Reduction.
+Added: 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:
6 unchanged sentences
$ 24,525 $ 53,379 $ 19,786
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents a roll-forward of the Company’s restructuring liability for the years ended December 31, 2025 and 2024.
13 unchanged sentences
Long-term portion as of December 31, 2025 $ — $ — $ 1,568 $ 1,568
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Goodwill and Intangible Assets
1 unchanged sentence
The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and the Company’s estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date).
−Removed: The following table presents the changes in the carrying amount of goodwill for the periods indicated:
−Removed: Year Ended December 31,
−Removed: (in thousands)
−Removed: Beginning balance $ 318,588 $ 306,739
−Removed: Acquisitions (Note 3)
−Removed: Ending balance $ 318,588 $ 318,588
+Added: There were no changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024.
The Company performs an annual goodwill impairment assessment on October 31 st 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.
3 unchanged sentences
During the years ended December 31, 2025, 2024, and 2023, there were no indications of impairment of the Company’s goodwill balances.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Acquired Intangibles
10 unchanged sentences
6.0 $ 491,499 $ ( 442,607 ) $ 48,892 $ 484,302 $ ( 429,294 ) $ 55,008
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth amortization expense associated with finite-lived intangible assets, which is included in the consolidated statements of operations as follows:
12 unchanged sentences
Additions 7,197 5,766
−Removed: Other disposals — ( 768 )
Amortization ( 13,313 ) ( 23,151 )
4 unchanged sentences
Should impairment exist, the impairment loss is measured based on the excess of the carrying amount of the asset over the asset’s fair value.
−Removed: During the year ended December 31, 2024, 2023, and 2022, the Company recognized impairment losses related to finite-lived intangible assets of $ 1.2 million, $ 2.4 million, and $ 2.8 million respectively, which was attributable to certain acquired licensed technology.
+Added: During the year ended December 31, 2025, 2024, and 2023, the Company recognized impairment losses related to finite-lived intangible assets of $ 0 , $ 1.2 million, and $ 2.4 million respectively.
+Added: The impairment losses were attributable to abandonment of certain purchased licensed technology.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents future amortization of the Company’s finite-lived intangible assets at December 31, 2025:
3 unchanged sentences
Total $ 48,892
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Instruments
3 unchanged sentences
Contingent consideration (Note 3) $ 2,600 $ 2,600
−Removed: At December 31, 2024, the Company did not hold any marketable equity investments.
−Removed: The Company sold its marketable investment positions in December 2023.
−Removed: Prior to the sale, unrealized gains and losses on such investments representing stock price fluctuations in the underlying securities held were recorded to other income (expense), net in the consolidated statement of operations.
−Removed: The Company evaluated securities for other-than-temporary impairment on a quarterly basis.
−Removed: Impairment was evaluated considering numerous factors, and their relative significance varied depending on the situation.
−Removed: Factors considered include the length of time and extent to which fair value was less than the cost basis, the financial condition and near-term prospects of the issuer;
−Removed: including changes in the financial condition of any underlying collateral of the security;
−Removed: any downgrades of the security by analysts or rating agencies;
−Removed: nonpayment of any scheduled interest, or the reduction or elimination of dividends;
−Removed: as well as our intent and ability to hold the security in order to allow for an anticipated recovery in fair value.
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.
4 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.
−Removed: The marketable equity investments held by the Company were valued on the basis of quoted market prices and are therefore classified as Level 1.
−Removed: The contingent consideration liability as of December 31, 2024 is associated with the Company’s acquisition of Company Y in January 2023 (Note 3) and the contingent consideration liability as of December 31, 2023 is associated with the Company’s acquisition of Company X.
−Removed: The contingent consideration liability is classified as a Level 3 financial instrument.
−Removed: The contingent consideration as it relates to Company Y is subject to the acquired business’s satisfaction of certain personnel objectives by June 17, 2024.
−Removed: The fair value of the contingent consideration is based on (1) applying the Monte Carlo simulation method, with underlying forecast mathematics based on Geometric Brownian motion in a risk-neutral framework, to forecast achievement of the acquired business’ financial objectives under various possible contingent consideration events and (2) a probability based methodology using management’s inputs and assumptions to forecast achievement of the acquired business’ personnel objectives which included an assumption of total payments up to $ 2.6 million to Company Y.
+Added: The contingent consideration liability of $ 2.6 million as of December 31, 2025 is associated with an acquisition in January 2023.
+Added: The contingent consideration liability is classified as a Level 3 (significant unobservable inputs) financial instrument.
+Added: The contingent consideration as it relates to the acquisition was subject to the acquired business’s satisfaction of certain personnel objectives by June 17, 2024, but remains unpaid pending resolution of certain matters.
+Added: 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 the acquiree.
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.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The following summarizes the level in the fair value hierarchy for each financial instrument:
−Removed: Fair Value Measurements at December 31, 2024
−Removed: December 31, 2024 Quoted Prices
−Removed: Identical Assets
−Removed: (Level 1) Significant
−Removed: (Level 2) Significant
−Removed: (in thousands)
−Removed: Contingent consideration $ 2,600 $ — $ — $ 2,600
−Removed: Fair Value Measurements at December 31, 2023
−Removed: Balance at December 31, 2023 Quoted Prices
−Removed: Identical Assets
−Removed: (Level 1) Significant
−Removed: (Level 2) Significant
−Removed: (in thousands)
−Removed: Contingent consideration $ 2,462 $ — $ — $ 2,462
The following summarizes the activity in Level 3 financial instruments:
3 unchanged sentences
Beginning balance $ 2,600 $ 2,462
−Removed: Acquisitions (1) (Note 3)
−Removed: Payments — ( 3,000 )
Accretion of discount (1)
1 unchanged sentence
____________________
−Removed: (1) These changes to the balance associated with the estimated fair value of contingent consideration for the year ended December 31, 2024 were due to the addition of contingent consideration associated with the acquisition of Company Y in January 2023 and accretion of discounts on contingent consideration.
+Added: (1) These changes to the balance associated with the estimated fair value of contingent consideration for the year ended December 31, 2024, were due to accretion of discounts on contingent consideration.
There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments in the years ended December 31, 2025, 2024 and 2023.
3 unchanged sentences
The Company’s long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes (Note 8).
−Removed: Included in other long-term assets as of December 31, 2023 were investments in privately held entity of $ 11.8 million which were impaired as of December 31, 2024.
−Removed: The Company does not have the ability to exercise significant influence or control over such entity and had accounted for the investments as financial instruments.
−Removed: Given that fair values for such investments were not readily determinable, the Company had elected to measure these investments at cost, less any impairment,
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: and adjust the carrying value to fair value if any observable price changes for similar investments in the same entity are identified.
−Removed: The impairment loss of $ 11.8 million is included in other expense in the consolidated statement of operations for the year ended December 31, 2024.
Balance Sheet Details
8 unchanged sentences
As of December 31, 2025 and December 31, 2024, the Company had restricted cash of approximately $ 28.6 million and $ 1.0 million, respectively.
−Removed: The cash is restricted in connection with guarantees for certain import duties and office leases.
+Added: The cash is restricted in connection with guarantees for certain import duties, office leases and purchase obligations.
+Added: The increase in restricted cash from $ 1.0 million to $ 28.6 million is due to a guarantee in connection with a purchase obligation.
Inventory consists of the following:
4 unchanged sentences
$ 78,104 $ 90,343
−Removed: Inventory decreased $ 9.6 million from $ 99.9 million as of December 31, 2023 to $ 90.3 million as of December 31, 2024, as the Company’s management lowered inventory levels due to reduced supply chain constraints and decreased customer demand for certain products.
+Added: Inventory decreased $ 12.2 million from $ 90.3 million as of December 31, 2024 to $ 78.1 million as of December 31, 2025, as the Company’s management lowered inventory levels.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property and equipment, net consists of the following:
14 unchanged sentences
Depreciation expense for the years ended December 31, 2025, 2024, and 2023 was $ 23.2 million, $ 23.0 million and $ 23.8 million, respectively.
−Removed: In March 2022, the Company entered into a note receivable with a supplier for $ 10.0 million.
−Removed: In October 2024, the terms of this note receivable were renegotiated, and the first initial repayment of $ 0.5 million is due by March 31, 2025, $ 1.5 million is due by March 31, 2026, and annual repayments of $ 2.0 million per year are due annually thereafter by March 31, from 2027 through 2030, provided that certain production utilization targets for the prior year are met.
−Removed: Previously, repayments of $ 2.0 million per year were due annually by March 31, in years 2024 through 2027.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 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.
+Added: In March 2022, the Company entered into a note receivable with a supplier for $ 10.0 million under which repayments are due by March 31 of each year through 2030 provided that certain production utilization targets for the prior year are met.
+Added: As of December 31, 2025, the balance of the note receivable was $ 8.8 million, of which $ 0.8 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 to 2030 upon meeting the production utilization targets.
+Added: During the years ended December 31, 2025 and 2024, a portion of the note receivable, or $ 0.7 million and $ 0.5 million, respectively, 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.
1 unchanged sentence
The long-term portion of the note receivable is included in other long-term assets as of December 31, 2025 and December 31, 2024, respectively.
−Removed: Accrued price protection liability consists of the following activity:
+Added: The following table sets forth activity related to the accrued price protection liability:
Year Ended December 31,
2 unchanged sentences
Charged as a reduction of revenue 28,245 34,070
−Removed: Reversal of unclaimed rebates ( 17,736 ) —
+Added: Revisions to accrued rebates ( 27,086 ) ( 17,736 )
Payments ( 18,067 ) ( 44,617 )
Ending balance $ 26,493 $ 43,401
−Removed: The decrease in price protection liability from approximately $ 71.7 million as of December 31, 2023 to approximately $ 43.4 million as of December 31, 2024, was driven by payments of rebates as well as reversal of unclaimed rebates due to expiration of rebate pricing.
+Added: The decrease in price protection liability from approximately $ 43.4 million as of December 31, 2024 to approximately $ 26.5 million as of December 31, 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.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accrued expenses and other current liabilities consist of the following:
15 unchanged sentences
$ 72,392 $ 87,408
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the change in balances of accumulated other comprehensive income (loss) by component:
2 unchanged sentences
Balance at December 31, 2023 $ ( 5,059 ) $ 1,268 $ ( 3,791 )
−Removed: Other comprehensive income (loss) before reclassifications, net of tax 121 ( 206 ) ( 85 )
−Removed: Reclassification adjustments of unrealized gain (loss) on pension and other defined benefit plans, net of tax — ( 2,685 ) ( 2,685 )
−Removed: Net current period other comprehensive income (loss) 121 ( 2,891 ) ( 2,770 )
+Added: Other comprehensive loss before reclassifications, net of tax ( 3,030 ) ( 19 ) ( 3,049 )
+Added: Reclassification adjustments of unrealized gain on pension and other defined benefit plans — 17 17
+Added: Net current period other comprehensive loss ( 3,030 ) ( 2 ) ( 3,032 )
Balance at December 31, 2024 ( 8,089 ) 1,266 ( 6,823 )
−Removed: Other comprehensive income (loss) before reclassifications, net of tax ( 3,030 ) ( 19 ) ( 3,049 )
−Removed: Reclassification adjustments of unrealized gain (loss) on pension and other defined benefit plans, net of tax — 17 17
−Removed: Net current period other comprehensive income (loss) ( 3,030 ) ( 2 ) ( 3,032 )
+Added: Other comprehensive income before reclassifications, net of tax 7,762 — 7,762
+Added: Net actuarial gain (loss) on pension and other defined benefit plans, net of tax — 91 91
+Added: Net current period other comprehensive income 7,762 91 7,853
Balance at December 31, 2025 $ ( 327 ) $ 1,357 $ 1,030
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The carrying amount of the Company’s long-term debt consists of the following:
13 unchanged sentences
As of December 31, 2025, the outstanding principal balance of $ 125.0 million is due in full on June 23, 2028, upon maturity of the loan.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Initial Term Loan and Revolving Facility under the June 23, 2021 Credit Agreement
4 unchanged sentences
As of December 31, 2025, the Revolving Facility was undrawn.
−Removed: Under the terminated amended and restated commitment letter with Wells Fargo Bank and other lenders entered into in connection with the previously pending (now terminated) merger with Silicon Motion (Note 3), the Company had expected to repay the remaining outstanding term loans under this agreement upon closing of the merger.
+Added: 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.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Under the June 23, 2021 Credit Agreement, the Initial Term Loan bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50 %, (y) the prime rate then in effect and (z) an adjusted Term SOFR rate determined on the basis of a one-month interest period plus 1.00 %, in each case, plus an applicable margin of 1.25 % or (ii) an adjusted Term SOFR rate, subject to a floor of 0.50 %, plus an applicable margin of 2.25 %.
2 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.
−Removed: 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.
+Added: 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.
+Added: Due to prepayments of the 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.
6 unchanged sentences
Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the subsidiary guarantors pursuant to a Security Agreement, dated as of June 23, 2021, by and among the Company, the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The June 23, 2021 Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its restricted subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments, make certain restricted payments, and sell assets, in each case, subject to limitations and exceptions set forth in the June 23, 2021 Credit Agreement.
5 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.
−Removed: 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.
−Removed: Debt issuance costs of $ 0.4 million associated with the Revolving Facility are being amortized to interest expense over its five-year term.
+Added: 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
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: its seven-year term through June 23, 2028.
+Added: 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
14 unchanged sentences
Recoverable compensation is defined in the Policy but generally includes any incentive-based compensation that was granted, earned or vested based wholly or in part upon attainment of any financial reporting measure, to the extent the amount actually received exceeds the amount that would have been received if the incentive-based compensation had been determined based on the restated financial statements.
−Removed: To date, there has been no recovery or repayment of compensation from executive officers pursuant to the Policy, or any prior compensation recovery policy of the Company which it replaced, including the executive
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: compensation clawback policy adopted by the Company on December 13, 2018, which applies to compensation that was received prior to October 2, 2023.
−Removed: As of December 31, 2024, the number of shares of common stock available for future issuance under the 2010 Plan was 15,282,897 shares.
+Added: To date, there has been no recovery or repayment of compensation from executive officers pursuant to the Policy, or any prior compensation recovery policy of the Company which it replaced, including the executive compensation clawback policy adopted by the Company on December 13, 2018, which applies to compensation that was received prior to October 2, 2023.
+Added: As of December 31, 2025, the number of shares of common stock available for future issuance under the 2010 Plan was 2,121,566 , excluding restricted stock unit awards and stock options outstanding.
2010 Employee Stock Purchase Plan
9 unchanged sentences
Generally, all eligible employees, including executive officers, employed by the Company may participate in the ESPP and may contribute up to 15 % of their earnings for the purchase of the Company’s common stock under the ESPP.
−Removed: Unless otherwise determined by the Company’s board of directors, common stock will be purchased for accounts of employees participating in the ESPP at a price per share equal to the lower of (a) 85 % of the fair market value of a share of the Company’s common stock on the first date of an offering or (b) 85 % of the fair market value of a share of the Company’s common stock on the date of purchase.
+Added: Unless otherwise determined by the Company’s board of directors, common stock will be purchased for accounts of employees participating in the ESPP at a price per share equal to the lower of (a) 85 % of the fair market value of a share of the
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Company’s common stock on the first date of an offering or (b) 85 % of the fair market value of a share of the Company’s common stock on the date of purchase.
As of December 31, 2025, the number of shares of common stock available for future issuance under the ESPP was 6,972,641 shares.
9 unchanged sentences
In connection with the Company’s bonus programs, in February 2025 and February 2024, the Company issued 0.1 million and 0.4 million freely-tradable (subject to certain restrictions for affiliates) shares, respectively, of the Company’s common stock in settlement of bonus awards to employees, including executives, for the 2025 and 2024 performance periods.
−Removed: At December 31, 2024, the Company has an accrual of $ 4.9 million for bonus awards for employees for achievement in the 2024 performance period, which the Company intends to settle primarily in shares of its common stock, unless otherwise required to be settled in cash due to local laws or agreements.
−Removed: The Company’s compensation committee retains discretion to effect payment in cash, stock, or a combination of cash and stock.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: At December 31, 2025, the Company has an accrual of $ 32.4 million for bonus awards for employees for year-to-date achievement in the 2025 performance period.
+Added: 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
9 unchanged sentences
The total unrecognized compensation cost related to unvested performance-based restricted stock units as of December 31, 2025 was $ 2.9 million and the weighted average period over which these equity awards are expected to vest is 0.92 years.
−Removed: Actual levels of future performance for the unvested periods may differ from current estimates.
+Added: 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 December 31, 2025 was $ 18.4 million, and the weighted average period over which these equity awards are expected to vest is 2.14 years.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Stock Units
3 unchanged sentences
Outstanding at December 31, 2024 7,919 $ 24.99
−Removed: Vested ( 2,552 ) 29.47
( 2,740 ) 25.61
+Added: ( 1,163 ) 23.67
Outstanding at December 31, 2025 7,649 $ 19.89
(1) Includes approximately 578 thousand shares granted under the Inducement Plan at a weighted-average grant-date fair value per share of $ 14.00 .
+Added: (2) Includes approximately 74 thousand shares vested under the Inducement Plan at a weighted-average grant-date fair value per share of $ 14.68 .
(3) Includes approximately 116 thousand shares canceled under the Inducement Plan at a weighted-average grant-date fair value per share of $ 13.62 .
Performance-Based Restricted Stock Units
−Removed: Performance-based restricted stock units are eligible to vest at the end of each year-long performance period, as defined in the underlying agreement, in a three-year performance period based on the Company’s annual growth rate in net sales and non-GAAP diluted earnings per share (subject to certain adjustments) over baseline results relative to the growth rates for a peer group of companies for the same metrics and periods.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2024, achievement to date under the performance metrics specified in the respective award agreements are based on its expected revenue and non-GAAP diluted EPS results over the performance periods and calculated growth rates relative to its peers’ expected results based on data available, as defined in the respective award agreements.
+Added: 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.
+Added: 2025 Performance-Based Restricted Stock Units
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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 %.
+Added: 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.
+Added: 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.
+Added: 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);
+Added: 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.
+Added: 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.
+Added: 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 results, then calculating the percentile ranking of MaxLinear relative to other Russell 3000 companies.
+Added: If the Company’s relative percentile rank for revenue growth at year-end is less than the 25th percentile, no shares will vest.
+Added: 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;
+Added: 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 year three.
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: extent any prior achievement levels are no longer probable, any compensation expense recorded is adjusted to the revised achievement levels.
+Added: 2024 and Prior Performance-Based Restricted Stock Units
+Added: 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.
+Added: 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.
+Added: If the Company’s relative percentile rank for each metric at year-end is less than the 25th percentile, no shares will vest.
+Added: 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;
+Added: such maximum may be achieved in year three if performance at or above the 75th percentile is achieved.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: As of December 31, 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.
+Added: To the extent any prior achievement levels are no longer probable, any compensation expense recorded is adjusted to the revised achievement levels.
A summary of the Company’s performance-based restricted stock unit activity is as follows:
2 unchanged sentences
Outstanding at December 31, 2024 3,520 $ 25.66
−Removed: Vested ( 58 ) 24.43
−Removed: Canceled ( 709 ) 40.47
+Added: Granted 817 15.20
+Added: ( 943 ) 38.38
Outstanding at December 31, 2025 3,333 $ 19.58
+Added: Outstanding and expected to vest at December 31, 2025³ 1,859 $ 16.77
________________
−Removed: (1) Number of shares granted is based on the maximum percentage achievable in the performance-based restricted stock unit award.
+Added: (1) Includes shares that were earned and vested in prior years for which an executive elected to defer receipt.
+Added: (2) Includes shares canceled due to achievement below threshold amounts from shares granted which were previously reserved at the maximum achievable ( 250 %).
+Added: No shares were earned and eligible to vest for the 2024 performance periods due to achievement below the 25th percentile.
+Added: (3) Based on estimate of financial performance achievement under performance-based restricted stock unit agreements as of December 31, 2025.
Employee Stock Purchase Rights and Stock Options
2 unchanged sentences
During the year ended December 31, 2024, there were 292,614 shares of common stock purchased under the ESPP at a weighted average price of $ 14.02 .
+Added: MAXLINEAR, INC.
+Added: 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:
6 unchanged sentences
4.54 % - 5.41 %
−Removed: 1.54 % - 4.54 %
Dividend yield — % — % — %
7 unchanged sentences
In addition, the estimated volatility incorporates the historical volatility over the expected term based on the Company’s daily closing stock prices.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock Options
3 unchanged sentences
Outstanding at December 31, 2024 2,965 $ 19.35
−Removed: Granted 2,694 19.45
−Removed: Exercised ( 39 ) 7.68
Canceled ( 247 ) 18.75
4 unchanged sentences
Year Ended December 31,
−Removed: Weighted-average grant date fair value per share 10.84 - 11.24
+Added: 2025(1) 2024(2)
+Added: Weighted-average grant date fair value per share N/A - N/A
+Added: 10.84 - 11.24
Risk-free interest rate N/A 4.33 %
10 unchanged sentences
Estimated volatility incorporates historical volatility of the Company over the expected term based on the Company’s daily closing stock prices.
−Removed: The intrinsic value of stock options exercised during 2024, 2023, and 2022 was $ 0.5 million, $ 0.2 million, and $ 0.9 million, respectively.
−Removed: Cash received from exercise of stock options was $ 0 , $ 0.2 million and $ 0.3 million during the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: The tax benefit from stock options exercised was $ 0 , $ 0.4 million and $ 1.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: The domestic and international components of income (loss) before income taxes are presented as follows:
+Added: The intrinsic value of stock options exercised during 2025, 2024, and 2023 was $ 0 , $ 0.5 million, and $ 0.2 million, respectively.
+Added: Cash received from exercise of stock options was $ 0 , $ 0 and $ 0.2 million during the years ended December 31, 2025, 2024, and 2023, respectively.
+Added: The tax benefit from stock options exercised was $ 0 , $ 0 and $ 0.4 million during the years ended December 31, 2025, 2024, and 2023, respectively.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The domestic and international components of loss before income taxes are presented as follows:
Year Ended December 31,
3 unchanged sentences
Foreign ( 18,996 ) ( 164,359 ) 21,222
−Removed: Income (loss) before income taxes $ ( 238,717 ) $ ( 63,810 ) $ 174,198
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The income tax provision consists of the following:
+Added: Loss before income taxes $ ( 140,894 ) $ ( 238,717 ) $ ( 63,810 )
+Added: The income tax provision (benefit) consists of the following:
Year Ended December 31,
10 unchanged sentences
Total deferred ( 8,598 ) 833 ( 4,451 )
−Removed: Total income tax provision $ 6,481 $ 9,337 $ 49,158
−Removed: The actual income tax provision differs from the amount computed using the federal statutory rate as follows:
+Added: Total income tax provision (benefit) $ ( 4,213 ) $ 6,481 $ 9,337
+Added: The actual income tax provision (benefit) differs from the amount computed using the federal statutory rate as follows:
Year Ended December 31,
−Removed: 2024 2023 2022
(in thousands)
9 unchanged sentences
Foreign unremitted earnings ( 558 ) ( 758 )
−Removed: Transaction costs — — 5
−Removed: Foreign tax credits — — 2,224
−Removed: Attribute expirations — — 34
Valuation allowance 26,039 7,772
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The actual income tax provision (benefit) differs from the amount computed using the federal statutory rate as follows:
+Added: Year Ended December 31, 2025
+Added: (in thousands) Percent
+Added: federal statutory tax rate $ ( 29,592 ) 21.0 %
+Added: State and local income taxes, net of federal income tax effect(1) 8 — %
+Added: Foreign tax effects
+Added: Statutory tax rate difference between Singapore and United States 5,773 ( 4.1 ) %
+Added: Changes in valuation allowance ( 2,861 ) 2.0 %
+Added: Withholding taxes 1,279 ( 0.9 ) %
+Added: Other 1,385 ( 1.0 ) %
+Added: Statutory tax rate difference between Spain and United States 266 ( 0.2 ) %
+Added: Changes in valuation allowance ( 2,092 ) 1.5 %
+Added: Tax credits 1,971 ( 1.4 ) %
+Added: Nontaxable or nondeductible items ( 1,904 ) 1.4 %
+Added: Other foreign jurisdictions 3,296 ( 2.3 ) %
+Added: Research and development tax credits ( 136 ) 0.1 %
+Added: Changes in valuation allowance 5,885 ( 4.2 ) %
+Added: Nontaxable or nondeductible items
+Added: Equity compensation 8,475 ( 6.0 ) %
+Added: Nondeductible compensation under Section 162(m) 3,011 ( 2.1 ) %
+Added: Other 743 ( 0.5 ) %
+Added: Changes in unrecognized tax benefits 144 ( 0.1 ) %
+Added: Other adjustments 136 ( 0.1 ) %
+Added: Effective tax rate $ ( 4,213 ) 3.0 %
+Added: __________________
+Added: (1) State taxes in California made up the majority (greater than 50%) of the tax effect in this category.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The following tables present cash paid for income taxes, net of refunds received, by jurisdiction:
+Added: Year Ended December 31, 2025
+Added: (in thousands) Percent
+Added: United States
+Added: Federal $ — — %
+Added: State 154 3 %
+Added: Foreign 5,638 97 %
+Added: Total $ 5,792 100 %
+Added: Year Ended December 31, 2025
+Added: (in thousands) Percent
+Added: Israel $ 1,792 31 %
+Added: India 1,431 25 %
+Added: Singapore 1,386 24 %
+Added: Germany 556 10 %
+Added: Rest of the world 627 11 %
+Added: Total $ 5,792 100 %
The components of the deferred income tax assets are as follows:
22 unchanged sentences
The Company also has foreign incentive deductions of approximately $ 9.7 million that do not expire.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
4 unchanged sentences
The Company does not incur expense or benefit in certain tax-free jurisdictions in which it operates.
−Removed: The Company recorded an income tax provision of $ 6.5 million in the year ended December 31, 2024, an income tax provision of $ 9.3 million in the year ended December 31, 2023, and an income tax provision of $ 49.2 million in the year ended December 31, 2022.
−Removed: The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the year ended December 31, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including tax credits, stock based compensation, tax deficiencies related to stock-based compensation, release of uncertain tax positions under ASC 740-10 and the recognition of a valuation allowance on the Singapore deferred tax assets.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The difference between our effective tax rate and the 21.0% U.S.
−Removed: federal statutory rate for the year ended December 31, 2023 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including a tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, release of uncertain tax positions under ASC 740-10, and release of the valuation allowance on certain federal research and development credits.
+Added: The Company recorded an income tax benefit of $ 4.2 million in the year ended December 31, 2025, an income tax provision of $ 6.5 million in the year ended December 31, 2024, and an income tax provision of $ 9.3 million in the year ended December 31, 2023.
+Added: The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the year ended December 31, 2025 primarily related to the mix of pre-tax income among jurisdictions and impact of the valuation allowance on Singapore deferred tax assets, permanent tax items including tax credits, stock based compensation, tax deficiencies related to stock-based compensation, and the release of uncertain tax positions under ASC 740-10.
+Added: The difference between the Company’s effective tax rate and the 21.0% U.S.
+Added: federal statutory rate for the year ended December 31, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including tax credits, stock based compensation, tax deficiencies related to stock-based compensation, release of uncertain tax positions under ASC 740-10 and the recognition of a valuation allowance on the Singapore deferred tax assets.
+Added: The difference between the Company’s effective tax rate and the 21.0% U.S.
+Added: federal statutory rate for the year ended year ended December 31, 2023 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including a tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, release of uncertain tax positions under ASC 740-10, and release of the valuation allowance on certain federal research and development credits.
The permanent tax item related to global intangible low-taxed income, or GILTI, also reflects the then recent legislative changes requiring the capitalization of research and experimentation costs, as well as limitations on the creditability of certain foreign income taxes.
−Removed: The difference between our effective tax rate and the 21.0% U.S.
−Removed: federal statutory rate for the year ended year ended December 31, 2022 resulted primarily from a tax on GILTI, and non-deductible foreign stock-based compensation, offset by a benefit related to research and development tax credits, foreign earnings taxed at rates other than the federal statutory rate and the effect of a release of valuation allowance against certain Singapore deferred tax assets pertaining to usage of net operating losses.
Income tax positions must meet a more-likely-than-not threshold to be recognized.
3 unchanged sentences
At December 31, 2025, the Company’s unrecognized tax benefits totaled $ 69.4 million, $ 58.7 million of which, if recognized at a time when the valuation allowance no longer exists, would affect the effective tax rate.
−Removed: The unrecognized tax benefits are not expected to materially change in next 12 months.
At December 31, 2025, the Company had accrued approximately $ 0.1 million of interest and penalties.
The total amounts of interest and penalties recognized for the years ended December 31, 2025, 2024 and 2023 were not material.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the changes to the unrecognized tax benefits during 2025, 2024 and 2023:
14 unchanged sentences
Under the incentives, qualifying income derived from certain sales of the Company’s integrated circuits is taxed at a concessionary rate over the incentive period, and there are reduced Singapore withholding taxes on certain intercompany royalties during the incentive period.
−Removed: The Company recorded a tax benefit in the years ended December 31, 2024, 2023 and 2022 at the incentive rate.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The Company recorded a tax benefit in Singapore in the years ended December 31, 2025, 2024 and 2023 at the incentive rate.
Concentration of Credit Risk, Significant Customers and Geographic Information
17 unchanged sentences
____________________________
−Removed: * Represents less than 10% of the net revenues for the period presented.
+Added: * Represents less than 10% of the net revenue for the respective period.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents balances that are 10% or greater of accounts receivable, based on the Company’s billings to its customers.
3 unchanged sentences
Customer E 10 % *
+Added: Customer F 10 % *
+Added: Customer G * 16 %
____________________________
−Removed: * Represents less than 10% of the gross accounts receivable as of the respective period end.
+Added: * Represents less than 10% of the gross accounts receivable for the respective period.
Significant Suppliers
5 unchanged sentences
Vendor C 13 % 11 % 10 %
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Geographic Information
13 unchanged sentences
Hong Kong 49 % 41 % 37 %
+Added: Vietnam 12 % * *
China * * 11 %
3 unchanged sentences
No other individual country accounted for more than 10% of net revenue during these periods.
−Removed: Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong, the Company believes that a significant number of the systems designed by customers and incorporating the Company’s semiconductor products are subsequently sold outside Asia to Europe, Middle East, and Africa markets and North American markets.
+Added: Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong, and Vietnam, the Company believes that a
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: significant number of the systems designed by customers and incorporating the Company’s semiconductor products are subsequently sold outside Asia to Europe, Middle East, and Africa markets and North American markets.
Long-lived assets, which consists of property and equipment, net, leased right-of-use assets, intangible assets, net, and goodwill by geographic area are as follows (in thousands):
4 unchanged sentences
Total $ 431,859 100 % $ 451,080 100 %
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue from Contracts with Customers
13 unchanged sentences
Revenues from sales through the Company’s distributors accounted for 37 %, 44 % and 50 % of net revenue for the years ended December 31, 2025, 2024, and 2023, respectively.
−Removed: Revenue related to the sales of intellectual property recognized during the year ended December 31, 2024 has been allocated by market based upon the usage of such intellectual property.
Contract Liabilities
As of December 31, 2025 and 2024, customer contract liabilities were approximately $ 4.2 million and $ 0.1 million, respectively, and consisted primarily of advanced payments received for which performance obligations have not been completed.
−Removed: Revenue recognized in each of the years ended December 31, 2024, 2023, and 2022 that was included in the contract liability balance as of the beginning of each of those respective periods was immaterial.
+Added: Revenue recognized in each of the years ended December 31, 2025, 2024, and 2023 that was included in the contract liability balance as of the beginning of each of those respective periods was not material.
There were no material changes in the contract liabilities balance during the years ended December 31, 2025, 2024, and 2023, respectively.
2 unchanged sentences
For activity in this account, including amounts included in net revenue, refer to Note 7.
−Removed: Other obligations to customers representing estimates of price adjustments to be claimed by distributors upon sell-through of their inventory to their end customer and estimates of stock rotation returns to be claimed by distributors on products sold as of December 31, 2024 were $ 43.0 million and $ 0.3 million, respectively, and as of December 31, 2023 were $ 54.8 million and $ 0.3 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets (Note 7).
−Removed: The reason for the significant decrease in accrued obligations to customers for price adjustments from approximately $ 54.8 million as of December 31, 2023 to approximately $ 43.0 million as of December 31, 2024, was due to a significant decrease in sales to distributors which decreased the corresponding accrued obligations to such customers.
−Removed: The increase or decrease in revenue in the years ended December 31, 2024, 2023, and 2022 from net changes in transaction prices for amounts included in obligations to customers for price adjustments as of the beginning of those respective periods was not material.
+Added: Other obligations to customers representing estimates of price adjustments to be claimed by distributors upon sell-through of their inventory to their end customer and estimates of stock rotation returns to be claimed by distributors on products sold as of December 31, 2025 were $ 11.9 million and $ 0.2 million, respectively, and as of December 31, 2024 were $ 43.0 million and $ 0.3 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: balance sheets (Note 7).
+Added: The reason for the significant decrease in accrued obligations to distributor customers for price adjustments from approximately $ 43.0 million as of December 31, 2024 to approximately $ 11.9 million as of December 31, 2025, was due to a timing of issuing credits to customers.
As of December 31, 2025 and December 31, 2024, right of return assets under customer contracts representing the estimates of product inventory the Company expects to receive from customers in stock rotation returns were approximately $ 0.1 million and $ 0.1 million, respectively.
1 unchanged sentence
As of December 31, 2025 and December 31, 2024, there were no impairment losses recorded on customer accounts receivable.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Operating Leases
6 unchanged sentences
(in thousands)
−Removed: 2025 $ 10,599
Total minimum payments 23,026
imputed interest ( 1,617 )
−Removed: unrealized translation loss ( 2 )
Total lease liabilities 21,409
9 unchanged sentences
The Company is not required to contribute, nor has it contributed, to the 401(k) Plan for any of the periods presented.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pension and Other Defined Benefit Retirement Obligations
3 unchanged sentences
The benefit is based on a formula applied to eligible employee earnings.
−Removed: Net periodic benefit costs were $ 0.3
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: million, $ 0.2 million, and $ 0.5 million respectively for the years ended December 31, 2024, 2023, and 2022 respectively, and were recorded to research and development expenses in the consolidated statements of operations.
+Added: Net periodic benefit costs were $ 0.2 million, $ 0.3 million, and $ 0.2 million respectively for the years ended December 31, 2025, 2024, and 2023 respectively, and were recorded to research and development expenses in the consolidated statements of operations.
Benefit Obligation and Plan Assets for Pension Benefit Plans
4 unchanged sentences
Projected benefit obligation, beginning of period $ 430 $ 1,383
−Removed: Service cost — 233
Interest cost 15 16
1 unchanged sentence
Benefits paid and settlements ( 111 ) ( 951 )
+Added: Contributions to plan 566 —
Currency exchange rate changes 70 ( 47 )
2 unchanged sentences
Fair value of plan assets, beginning of period — —
−Removed: Actual return on plan assets — ( 194 )
+Added: Benefits paid and settlements ( 56 ) —
Employer contributions 566 —
−Removed: Plan settlements — ( 8,162 )
+Added: Actuarial (gain) loss 3 —
Currency exchange rate changes 19 —
21 unchanged sentences
December 31, 2025 December 31, 2024
−Removed: (in thousands)
Weighted average actuarial assumptions used to determine benefit obligations:
Discount rate 3.9 %
−Removed: 3.5 % - 3.9 %
Rate of compensation increase 3.8 %
−Removed: 3.0 % - 3.8 %
Weighted average actuarial assumptions used to determine costs:
2 unchanged sentences
Rate of compensation increase 3.8 %
−Removed: 3.0 % - 3.8 %
The Company establishes the discount rate for each pension plan by analyzing current market long-term bond rates and matching the bond maturity with the average duration of the pension liabilities.
2 unchanged sentences
Pension Plan Assets
−Removed: The plan assets were $ 0 as of December 31, 2024 and 2023, since all assets were transferred to the third party life insurance and pension provider that is funding and administering future benefit payments for substantially all of the employees in the plan.
+Added: The plan assets were $ 0.5 million as of December 31, 2025.
+Added: Plan assets are held with a third party life insurance and pension provider that is funding and administering future benefit payments for substantially all of the employees in the plan.
Prior to the transfer, pension assets were held in liquid cash and cash equivalents.
+Added: The plan’s assets are classified as Level 1 within the fair value hierarchy.
Estimated Future Benefit Payments for Pension Benefit Plans
9 unchanged sentences
Inventory Purchase Obligations Other Obligations Total
+Added: (in thousands)
2026 $ 117,910 $ 28,536 $ 146,446
1 unchanged sentence
2028 — 1,110 1,110
+Added: 2029 — 629 629
+Added: 2030 — 647 647
+Added: Thereafter — 2,789 2,789
Total minimum payments $ 168,484 $ 41,147 $ 209,631
5 unchanged sentences
The Company de-recognizes the liabilities when the contingencies associated with the repayment conditions have been resolved.
−Removed: During the years ended December 31, 2024 and 2023, the Company recognized no amounts in previously deferred amounts from other parties due to resolution of such repayment conditions.
+Added: During the years ended December 31, 2025 and 2024, the Company did not recognize income from any previously deferred amounts from other parties upon resolution of such repayment conditions.
Dispute with Silicon Motion
4 unchanged sentences
Silicon Motion seeks payment of the termination fee, additional damages, fees, and costs.
−Removed: The arbitration will be confidential.
+Added: The arbitration is confidential.
MaxLinear believes that it properly terminated the Merger Agreement.
9 unchanged sentences
and (2) an alleged violation of Section 20(a) of the Exchange Act.
−Removed: On December 20, 2023, the court appointed the lead plaintiffs, who filed the Consolidated Complaint on February 15, 2024.
+Added: On December 20, 2023, the court appointed the lead plaintiffs, who filed the Consolidated Complaint on
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: 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.
1 unchanged sentence
The case was dismissed without prejudice.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On September 18, 2024, the plaintiffs filed an Amended Consolidated Complaint, or the Amended Complaint.
−Removed: The Amended Complaint includes the same two claims as alleged in the Consolidated Complaint and makes similar factual allegations against the MaxLinear defendants, but adds Silicon Motion and certain of its officers as additional defendants.
−Removed: The Amended Complaint seeks compensatory damages, including interest, costs and expenses and such other relief that the court deems appropriate.
−Removed: On November 25, 2024, the MaxLinear defendants filed a motion to dismiss the Amended Complaint.
−Removed: MaxLinear intends to continue to vigorously defend its position.
+Added: 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.
+Added: On July 15, 2025, the court dismissed the Amended Complaint, “with prejudice”.
+Added: The plaintiffs cannot amend the Amended Complaint.
+Added: On August 8, 2025, the plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Ninth Circuit.
+Added: On November 6, 2025, the plaintiffs filed their opening brief with the Court of Appeals, and on January 22, 2026, MaxLinear filed its answering brief with the Court of Appeals.
On June 13, 2024, HBK Master Fund L.P.
−Removed: and HBK Merger Strategies Master Fund L.P., stockholders of Silicon Motion (the "HBK Plaintiffs"), filed an additional complaint in the United States District Court for the Southern District of California captioned HBK Master Fund L.P.
+Added: and HBK Merger Strategies Master Fund L.P., stockholders of Silicon Motion, or collectively, the HBK Plaintiffs, filed an additional complaint in the United States District Court for the Southern District of California captioned HBK Master Fund L.P.
MaxLinear, Inc., No.
7 unchanged sentences
The amended complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other relief that the court deems appropriate.
+Added: On February 18, 2025, the MaxLinear defendants filed a motion to dismiss this amended complaint.
+Added: 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.
+Added: MaxLinear Stockholder Litigation
+Added: On February 12, 2025, the plaintiff, Joshua M.
+Added: 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.
+Added: The complaint alleges breach of fiduciary duties and violation of federal securities laws.
+Added: 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.
+Added: 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.
+Added: This matter is stayed pending resolution of the Silicon Motion stockholder lawsuits referenced above.
Comcast Litigation
6 unchanged sentences
MaxLinear brought claims for trade secret misappropriation, unfair competition, and breach of the parties’ non-disclosure agreement, and it sought an unspecified amount of compensatory damages, punitive damages, pre-judgment and post-judgment interest, costs, expenses, and attorney fees as well as an injunction against Comcast’s use or disclosure of MaxLinear’s trade secrets.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On March 19, 2024, Comcast amended its claims for declaratory judgments, indemnification, and breach of the implied covenant of good faith and fair dealing, and on April 3, 2024, MaxLinear moved to dismiss all claims against it.
1 unchanged sentence
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.
−Removed: MaxLinear intends to continue to vigorously defend its position.
+Added: MaxLinear intends to continue to vigorously prosecute its claim and defend its position.
Dish Litigation
4 unchanged sentences
On January 31, 2024, the Dish defendants, together with DISH Technologies L.L.C., or collectively, Dish, filed eight counterclaims (amended counterclaims for Dish California) against MaxLinear.
−Removed: 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.
+Added: 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.
−Removed: 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
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: MoCA’s Intellectual Property Rights Policy, or IPR Policy, by acting with Entropic to rid the asserted patents of the RAND encumbrances.
+Added: 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.
−Removed: On February 21, 2024, MaxLinear moved to dismiss the Dish defendants’ counterclaim.
−Removed: On April 22, 2024, a Special Master issued a report and recommendation, or the R&R, which recommended granting the motion to dismiss with prejudice as to the following counterclaims:
−Removed: (1) quasi-contract for restitution/unjust enrichment, (2) combination in restraint of trade, (3) violation of the Cartwright Act, (4) patent misuse, and (5) violation of Cal.
−Removed: Code § 17200.
−Removed: MaxLinear submitted objections to the R&R as to the remaining claims that were not dismissed.
−Removed: Dish submitted objections to the R&R’s recommended dismissal of the quasi-contract for restitution/unjust enrichment counterclaim.
−Removed: The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.
−Removed: On July 30, 2024, this case was stayed until September 17, 2024.
−Removed: There was a motion to stay this case pending resolution of Inter Partes Review (“IPR”).
−Removed: MaxLinear intends to continue to vigorously defend its position.
+Added: On February 14, 2025, the court dismissed with prejudice six of the eight counterclaims against MaxLinear, as follows:
+Added: (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.
+Added: Code § 17200 et seq.
+Added: MaxLinear intends to continue to vigorously defend its position against Dish’s remaining two counterclaims.
Cox Litigations
2 unchanged sentences
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.
−Removed: Cox amended its counterclaims on January 9, 2024 and is asserting claims of breach of contract, unjust enrichment, and declaratory judgment against MaxLinear.
+Added: Cox amended its counterclaims on January 9, 2024 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.
−Removed: On April 22, 2024, a Special Master issued the R&R, which recommended granting the motion to dismiss with prejudice as to the unjust enrichment counterclaim but denying the motion as to the breach of contract and declaratory judgment counterclaims.
−Removed: MaxLinear submitted objections to the R&R’s denial-in-part.
−Removed: Cox submitted objections to the R&R as to the unjust enrichment counterclaim and as to certain findings related to the breach of contract counterclaim.
−Removed: The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.
+Added: 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.
4 unchanged sentences
MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.
−Removed: On April 22, 2024, a Special Master issued the R&R, which recommended dismissing all Cox counterclaims with prejudice.
−Removed: Cox submitted objections to the R&R as to the unjust enrichment counterclaim.
−Removed: The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.
−Removed: On July 30, 2024, these cases were stayed until September 17, 2024.
−Removed: There was a motion to stay pending resolution of IPR.
−Removed: MaxLinear intends to continue to vigorously defend its position.
+Added: On February 14, 2025, the court dismissed with prejudice all the counterclaims against MaxLinear in this matter.
+Added: MaxLinear intends to continue to vigorously defend its position against Cox’s remaining two counterclaims.
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: DIRECTV Litigation
+Added: 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.
+Added: DIRECTV, LLC, or DIRECTV, filed its answer to the amended complaint on March 28, 2025.
+Added: DIRECTV’s answer asserted five counterclaims against MaxLinear.
+Added: 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.
+Added: 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.
2 unchanged sentences
however, a reasonable estimate of the amount or range of such loss cannot be made at this time.
−Removed: MAXLINEAR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Matters
3 unchanged sentences
Segment Reporting
−Removed: The following table presents segment revenue, gross profit, and net income (loss) for the periods presented:
+Added: The following table presents segment revenue, gross profit, and net income (loss):
Year Ended December 31,
2025 2024 2023
+Added: (in thousands)
Net revenue $ 467,641 $ 360,528 $ 693,263
13 unchanged sentences
Stock Repurchases
−Removed: On February 23, 2021, the Company’s board of directors authorized a plan to repurchase up to $ 100.0 million of the Company’s common stock over a period which ended February 16, 2024.
−Removed: The amount and timing of repurchases were subject to a variety of factors including liquidity, share price, market conditions, and legal requirements.
−Removed: Any purchases were funded from available working capital and were effected through open market purchases, block transactions, and privately negotiated transactions.
−Removed: The share repurchase program did not obligate the Company to make any repurchases and was able to be modified, suspended, or terminated by the Company at any time without prior notice.
−Removed: The share repurchase program was suspended from July 2022 until its expiration due to the Company’s previously pending (now terminated) merger with Silicon Motion (Note 3).
−Removed: As a result, during the year ended December 31, 2024 and 2023, the Company did not repurchase any shares of its common stock under the repurchase program.
−Removed: During the year ended December 31, 2022, the Company repurchased 564,449 shares of its common stock at a weighted average price of $ 55.7972 per share at an aggregate value of approximately $ 31.5 million under the repurchase program.
−Removed: As of December 31, 2024, the aggregate value of common stock repurchased under the program was approximately $ 55.0 million and no shares remained available for repurchase under the program, as the plan expired on February 16, 2024.
+Added: On November 20, 2025, the Company’s board of directors authorized a plan to repurchase up to $ 75.0 million of the Company’s common stock over a period ending November 20, 2028.
+Added: The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements.
+Added: Any purchases have been and will be funded from available working capital and may be effected through open market purchases, block transactions, and privately
+Added: MAXLINEAR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: negotiated transactions.
+Added: The share repurchase program does not obligate the Company to make any repurchases and may be modified, suspended, or terminated by the Company at any time without prior notice.
+Added: During the year ended December 31, 2025, the Company repurchased and retired 1,143,891 shares of its common stock at a weighted average price of $ 17.46 per share at an aggregate value of approximately $ 20.0 million under the repurchase program.
+Added: As of December 31, 2025, approximately $ 55.0 million remained available for repurchase under the program.
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.