What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-23 compared with 2025-10-23 · 258 added, 329 removed, 668 unchanged (47% of the section changed)

3 unchanged sentences

(in thousands, except par value amounts)

September 30,

2026 December 31,

32 unchanged sentences

550,000 shares authorized;

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

89,529 shares issued and outstanding at March 31, 2026 and 86,451 shares issued and outstanding December 31, 2025

Additional paid-in capital 999,604 951,262

Accumulated other comprehensive income (loss) 160 ( 6,823 )

Accumulated other comprehensive income 121 1,030

Accumulated deficit ( 545,543 ) ( 500,406 )

5 unchanged sentences

in thousands, except per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Net revenue $ 137,188 $ 95,933

4 unchanged sentences

Selling, general and administrative 42,457 36,589

Impairment losses — 1,237 — 1,237

Restructuring charges 474 7,879

6 unchanged sentences

Loss before income taxes ( 18,652 ) ( 49,002 )

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

Income tax provision 26,485 711

Net loss $ ( 45,137 ) $ ( 49,713 )

9 unchanged sentences

in thousands)

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

2025 2024 2025 2024

Three Months Ended March 31,

Net loss $ ( 45,137 ) $ ( 49,713 )

Other comprehensive income (loss), net of tax:

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

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

Foreign currency translation adjustments, net of tax benefit of $ 24 for the three months ended March 31, 2026, and net of tax benefit of $ 5 for the three months ended March 31, 2025

Total comprehensive loss $ ( 46,046 ) $ ( 48,856 )

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTERS ENDED SEPTEMBER 30, 2025

FISCAL QUARTER ENDED MARCH 31, 2026

in thousands)

9 unchanged sentences

Stock-based compensation — — 19,982 — — 19,982

Other comprehensive income — — — 857 — 857

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

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

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

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

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

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

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

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

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

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

Other comprehensive loss — — — ( 909 ) — ( 909 )

Net loss — — — — ( 45,137 ) ( 45,137 )

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

Balance at March 31, 2026 89,529 $ 9 $ 999,604 $ 121 $ ( 545,543 ) $ 454,191

MAXLINEAR, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTERS ENDED SEPTEMBER 30, 2024

FISCAL QUARTER ENDED MARCH 31, 2025

in thousands)

9 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

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

Other comprehensive income — — — 857 — 857

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

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

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

See accompanying notes.

2 unchanged sentences

in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

2 unchanged sentences

Amortization and depreciation 10,939 11,149

Impairment of intangible assets — 1,237

Impairment of investments and other assets — 14,000

Amortization of debt issuance costs and accretion of discounts 414 510

1 unchanged sentence

Deferred income taxes 25,133 ( 678 )

Loss on disposal of property and equipment 1,161 1,068

Impairment of leased right-of-use assets 233 ( 22 )

Gain on extinguishment of lease liabilities — ( 554 )

Loss on foreign currency 5,672 973

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

(Gain) loss on foreign currency ( 219 ) 1,184

Excess tax deficiencies on stock-based awards 970 1,575

Changes in operating assets and liabilities:

7 unchanged sentences

Other long-term liabilities 111 160

Net cash provided by (used in) operating activities 9,213 ( 17,457 )

Net cash used in operating activities ( 8,872 ) ( 11,400 )

Investing Activities

1 unchanged sentence

Purchases of intangible assets ( 855 ) —

Proceeds under convertible notes receivable ( 2,000 ) —

Net cash used in investing activities ( 4,239 ) ( 1,989 )

Financing Activities

Net proceeds from issuance of common stock 2,167 1,579

Proceeds from funding arrangement

Net proceeds from issuance of common stock, net of costs

Minimum tax withholding paid on behalf of employees for restricted stock units ( 3,722 ) ( 2,130 )

Net cash used in financing activities ( 46 ) ( 135 )

Net cash provided by (used in) financing activities 2,278 ( 2,140 )

Effect of exchange rate changes on cash and cash equivalents ( 647 ) ( 9 )

17 unchanged sentences

MaxLinear’s customers primarily include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, which incorporate the Company’s products in a wide range of electronic devices.

Examples of such devices include broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, Passive Optical Network, or PON, and DSL;

Wi-Fi and wireline routers for home networking;

radio transceivers and modems for 4G/5G base-station and backhaul infrastructure;

Examples of such devices include radio transceivers and modems for 4G/5G base-station and backhaul infrastructure;

optical transceivers targeting hyperscale data centers;

Wi-Fi and wireline routers for home networking;

broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, passive optical fiber standards, or PON, and digital subscriber line, or DSL;

as well as power management and interface products used in these and many other markets.

7 unchanged sentences

The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or the SEC, on January 29, 2026, or the Annual Report.

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

Interim results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

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

6 unchanged sentences

Actual results could differ from those estimates.

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

The Company is not aware of any specific event or circumstance that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of April 23, 2026, the issuance date of this Quarterly Report on Form 10-Q.

Actual results could differ from those estimates.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

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

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

There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2026.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently Adopted Accounting Pronouncements

In March 2024, the FASB issued ASU No.

2024-01, Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards, to clarify whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation - Stock Compensation.

The guidance applies to all business entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services.

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

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

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , to require enhanced disclosures that include reportable segment expenses.

The amendments in this update provide that a business entity disclose significant segment expenses, segment profit or loss (after significant segment expenses), and allows reporting of additional measures of a segments profit or loss if used in assessing segment performance.

Such disclosures apply to entities with a single reportable segment.

These amendments were effective for the Company beginning with annual periods in 2024 and interim periods in 2025 and retrospectively to all prior periods using the significant segment expense categories identified.

The impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations for the three and nine months ended September 30, 2025, as the requirements impact only segment reporting disclosures in the footnotes to the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)—Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contracts , or ASU No.

The amendments in this update exclude from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract and clarify the accounting for receipt of share-based noncash consideration from a customer for the transfer of goods or services.

These amendments are effective for the Company for annual and interim periods in 2027 and may be applied prospectively to new contracts entered into on or after the date of adoption, or on a modified retrospective basis via a cumulative-effect adjustment to the opening balance of retained earnings for existing contracts, with early adoption permitted.

The Company adopted the amendments in this update prospectively in 2026.

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 of and for the three months ended March 31, 2026.

In July 2025, the FASB issued ASU No.

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

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

The Company adopted the amendments in this update prospectively in 2026.

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.

Recently Issued, Not Yet Adopted Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, to clarify and reorganize U.S.

GAAP interim reporting guidance to improve navigability, applicability, and consistency without changing the fundamental nature or volume of required interim disclosures.

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.

The amendment also clarifies the form and content of interim financial statements, including guidance for condensed interim reporting.

The amendment is effective for the Company for interim periods in 2028, with early adoption permitted.

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

In December 2025, the FASB issued ASU 2025‑10, Government Grants (Topic 832):

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.

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.

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.

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.

The amendment is effective for the Company for annual and interim periods in 2029, with early adoption and multiple transition methods permitted.

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.

In September 2025, the FASB issued ASU No.

2 unchanged sentences

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

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

with early adoption permitted.

As the Company does not currently have a material amount of software developed for internal use, the impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.

In July 2025, the FASB issued ASU No.

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

As the Company does not currently have material credit losses on its trade receivables, the impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.

In November 2024, the FASB issued ASU No.

3 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In March 2024, the FASB issued ASU No.

2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements, to remove various references to concepts statements from the FASB Accounting Standards Codification.

This guidance is to clarify guidance, simplify wording or structure of guidance, and other minor improvements.

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

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

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

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures , to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows.

The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid.

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

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

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

On July 4, 2025, the U.S.

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

The 2025 Act makes changes to U.S.

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

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

Net Income (Loss) Per Share

3 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

2025 2024 2025 2024

Three Months Ended March 31,

(in thousands, except per share amounts)

6 unchanged sentences

Diluted $ ( 0.52 ) $ ( 0.58 )

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

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

For the three months ended March 31, 2026 and 2025, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 7.4 million and 5.0 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

Business Combinations

2 unchanged sentences

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

3 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring Activity

1 unchanged sentence

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

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

The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, its restructuring plans.

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

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

2025 2024 2025 2024

Three Months Ended March 31,

(in thousands)

3 unchanged sentences

$ 474 $ 7,879

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

The following table presents a roll-forward of the Company’s restructuring liability for the three months ended March 31, 2026.

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

5 unchanged sentences

Non-cash charges and adjustments ( 94 ) ( 359 ) 88 ( 365 )

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

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

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

Liability as of March 31, 2026 530 784 6,938 8,252

current portion as of March 31, 2026 ( 530 ) ( 784 ) ( 5,404 ) ( 6,718 )

Long-term portion as of March 31, 2026 $ — $ — $ 1,534 $ 1,534

MAXLINEAR, INC.

3 unchanged sentences

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

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

There were no changes in the carrying amount of goodwill for the three months ended March 31, 2026 and 2025.

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

2 unchanged sentences

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

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

During the three months ended March 31, 2026 and 2025, there were no indications of impairment of the Company’s goodwill balances.

Acquired Intangibles

1 unchanged sentence

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

3 unchanged sentences

Trademarks and trade names 6.2 14,800 ( 14,598 ) 202 14,800 ( 14,562 ) 238

Customer relationships 5.0 128,800 ( 128,800 ) — 128,800 ( 127,887 ) 913

Patents 7.0 4,780 ( 1,991 ) 2,789 4,780 ( 1,821 ) 2,959

1 unchanged sentence

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

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

2025 2024 2025 2024

(in thousands) (in thousands)

Three Months Ended March 31,

(in thousands)

Cost of net revenue $ 3,129 $ 2,829

5 unchanged sentences

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

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

2 unchanged sentences

Amortization ( 3,335 ) ( 3,421 )

Impairment losses — ( 1,237 )

Ending balance $ 46,412 $ 51,587

2 unchanged sentences

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

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

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

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

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

During the three months ended March 31, 2026 and 2025, no impairment losses related to finite-lived intangible assets were recognized.

The following table presents future amortization of the Company’s finite-lived intangible assets at March 31, 2026:

(in thousands)

4 unchanged sentences

The composition of financial instruments is as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands)

Contingent consideration (Note 3)

Contingent consideration

$ 2,600 $ 2,600

7 unchanged sentences

The Company classifies its financial instruments that are categorized within Level 1 or Level 2 of the fair value hierarchy on the basis of valuations using quoted market prices or alternate pricing sources and models utilizing market observable inputs, respectively.

The contingent consideration liability of $ 2.6 million as of each of September 30, 2025 and December 31, 2024 is associated with the Company’s acquisition of Company Y in January 2023.

The contingent consideration liability of $ 2.6 million as of March 31, 2026 and December 31, 2025 is associated with an acquisition in January 2023.

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

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

The fair value of the contingent consideration was based on (1) applying the Monte Carlo simulation method, with underlying forecast mathematics based on Geometric Brownian motion in a risk-neutral framework, to forecast achievement of the acquired business’ financial objectives, if applicable, under various possible contingent consideration events and (2) a probability based methodology using management’s inputs and assumptions to forecast achievement of the acquired business’ personnel objectives which included an assumption of total payments up to $ 2.6 million to Company Y.

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.

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

The following summarizes the activity in Level 3 financial instruments:

Nine Months Ended September 30,

(in thousands)

Contingent consideration

Beginning balance

$ 2,600 $ 2,462

Accretion of discount (1)

Ending balance

$ 2,600 $ 2,600

_____________________

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

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

There was no activity in the Level 3 fair value hierarchy categories of financial instruments for the three months ended March 31, 2026 and 2025.

There were no transfers between Level 1, Level 2, or Level 3 fair value hierarchy categories of financial instruments for the three months ended March 31, 2026 and 2025.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Some of the Company’s financial instruments are recorded at amounts that approximate fair value due to their liquid or short-term nature or by election on investments in privately-held entities as described below.

Some of the Company’s financial instruments are recorded at amounts that approximate fair value due to their liquid or short-term nature.

Such financial assets and financial liabilities include:

1 unchanged sentence

The Company’s long-term debt is not recorded at fair value on a recurring basis but is measured at fair value for disclosure purposes (Note 8).

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet Details

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands)

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 89,932 $ 101,412

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

As of September 30, 2025 and December 31, 2024, the Company had restricted cash of approximately $ 1.4 million and $ 1.0 million, respectively.

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

As of March 31, 2026 and December 31, 2025, cash and cash equivalents included money market funds of approximately $ 2.0 million and $ 19.2 million, respectively.

As of March 31, 2026 and December 31, 2025, the Company had restricted cash of approximately $ 28.9 million and $ 28.6 million, respectively.

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

Inventory consists of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands)

2 unchanged sentences

$ 85,839 $ 78,104

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment, net consists of the following:

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

(in Years) March 31, 2026 December 31, 2025

(in thousands)

10 unchanged sentences

$ 44,362 $ 48,873

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

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

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

In October 2024, the terms of this note receivable were renegotiated, and the first initial repayment of $ 0.5 million was due by March 31, 2025, $ 1.5 million is due by March 31, 2026 and annual repayments of $ 2.0 million per year are due annually thereafter by March 31, from 2027 through 2030, provided that certain production utilization targets for the prior year are met.

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

During the year ended December 31, 2024, a portion of the note receivable, or $ 0.5 million, was written off to other expense in the consolidated statement of operations.

The amount written off represents the portion of the payment associated with production utilization that is anticipated to be less than target.

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 5.8 million and $ 5.8 million, respectively.

As of March 31, 2026, the Company has a note receivable from a supplier of $ 8.0 million with annual repayments of $ 2.0 million per year due annually by March 31, from 2027 through 2030, provided that certain production utilization targets are met.

The long-term portion of the note receivable of $ 6.0 million is included in other long-term assets as of March 31, 2026 and December 31, 2025, respectively.

On January 5, 2026, the Company entered into a convertible note receivable of $ 2.0 million with a privately-held entity.

The convertible note receivable bears interest at an annual rate of 3.87 %, compounded annually.

The note is due and payable at any time on or after the maturity date of January 5, 2029, unless earlier converted.

The outstanding principal and any unpaid accrued interest are convertible into shares of the entity or repayable under certain conditions.

Conversion occurs automatically upon the closing of the investee’s next equity financing of at least $ 10.0 million, provided the entity has achieved a specified milestone prior to such financing, or conversion may be elected by the Company under certain conditions.

If the entity fails to achieve the milestone prior to the maturity date, the Company may, at any time on or after maturity, elect either repayment of the outstanding principal and accrued interest or conversion into shares of the entity.

The convertible note receivable of $ 2.0 million is included in other long-term assets as of March 31, 2026.

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

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

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Ending balance $ 27,532 $ 47,683

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

The decrease in price protection liability from approximately $ 43.4 million as of December 31, 2024 to approximately $ 33.8 million as of September 30, 2025 was due to revision of accrued rebates to amounts currently expected to be claimed and payment of rebates, partially offset by sales subject to rebates.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued expenses and other current liabilities consist of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands)

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Other comprehensive loss before reclassifications, net of tax ( 909 ) — ( 909 )

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Balance at March 31, 2026 $ ( 1,236 ) $ 1,357 $ 121

Debt and Other Long-Term Liabilities

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands)

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Long-term debt, non-current portion $ 123,773 $ 123,618

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

During the three months ended September 30, 2025 and 2024, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.2 million and $ 0.2 million, respectively, to interest expense.

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

The approximate aggregate fair value of the term loans outstanding as of September 30, 2025 and December 31, 2024 was $ 120.6 million and $ 118.6 million, respectively, which was estimated on the basis of inputs that are observable in the market and which is considered a Level 2 measurement method in the fair value hierarchy (Note 6).

As of September 30, 2025, the outstanding principal balance of $ 125.0 million is due in full on June 23, 2028, upon maturity of the loan.

As of March 31, 2026 and December 31, 2025, the weighted average effective interest rate on aggregate debt was approximately 6.3 % and 6.9 %, respectively.

During the three months ended March 31, 2026 and 2025, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.2 million and $ 0.2 million, respectively, to interest expense.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The approximate aggregate fair value of the term loans outstanding as of March 31, 2026 and December 31, 2025 was $ 123.0 million and $ 124.7 million, respectively, which was estimated on the basis of inputs that are observable in the market and which is considered a Level 2 measurement method in the fair value hierarchy (Note 6).

As of March 31, 2026, the outstanding principal balance of $ 125.0 million is due in full on June 23, 2028, upon maturity of the loan.

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

On June 23, 2021, the Company entered into a Credit Agreement, or the June 23, 2021 Credit Agreement, by and among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent, that provides for a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement,” in an aggregate principal amount of $ 350.0 million and a senior secured revolving credit facility, or the “Revolving Facility,” in an aggregate principal amount of up to $ 100.0 million.

On June 23, 2021, the Company entered into a Credit Agreement, or the June 23, 2021 Credit Agreement, by and among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent, or “Agent”, that provides for a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement,” in an aggregate principal amount of $ 350.0 million and a senior secured revolving credit facility, or the “Revolving Facility,” in an aggregate principal amount of up to $ 100.0 million.

The proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement were used (i) to repay in full all outstanding indebtedness under that certain Credit Agreement dated May 12, 2017, by and among the Company, MUFG Bank Ltd., as administrative agent and MUFG Union Bank, N.A., as collateral agent and the lenders from time to time party thereto (as amended by Amendment No.

1 unchanged sentence

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

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

As of March 31, 2026, the Revolving Facility was undrawn.

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

1 unchanged sentence

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

The Initial Term Loan under the June 23, 2021 Credit Agreement was initially set to amortize in equal quarterly installments from September 30, 2021 equal to 0.25 % of the original principal amount of the Initial Term Loan under the June 23, 2021 Credit Agreement, with the balance payable on the maturity date.

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

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.

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

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

The Revolving Facility will mature on June 23, 2026, at which time all

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

outstanding principal and accrued and unpaid interest under the Revolving Facility must be repaid.

The Company is also obligated to pay fees customary for a credit facility of this size and type.

3 unchanged sentences

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

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

As of March 31, 2026, the Company was in compliance with such covenants.

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

2 unchanged sentences

The issuance date fair value of the liability component of the debt in the amount of $ 350.2 million was determined using a discounted cash flow analysis, in which the projected interest and principal payments were discounted back to the issuance date of the term loan at a market interest rate for nonconvertible debt of 3.4 %, which represents a Level 2 fair value measurement.

The debt discount of $ 0.9 million and debt issuance costs of $ 2.9 million associated with the Initial Term Loan under the June 23, 2021 Credit Agreement are being amortized to interest expense using the effective interest method over

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

its seven-year term through June 23, 2028.

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

Sale Arrangement

In March 2026, the Company entered into an agreement to sell an interest in certain claims for an amount not to exceed $ 10.0 million.

The proceeds of this sale of $ 6.0 million were used to pay certain costs and expenses in connection with such claims, and are reflected as a long-term liability as of March 31, 2026.

This liability is expected to be derecognized upon settlement or other resolution of the specified claims.

Management does not believe that any additional potential payments that are contingent on the outcome of the claims are estimable as of March 31, 2026.

Stock-Based Compensation

1 unchanged sentence

Employee Stock-Based Compensation Plans

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

At March 31, 2026, the Company had stock-based compensation awards outstanding under the following plans:

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

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

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

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

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

As of March 31, 2026, the number of shares of common stock available for future issuance under the 2010 Plan was 14,784,328 shares, including stock options and restricted stock unit awards outstanding at March 31, 2026 of 12,985,504 shares.

As of March 31, 2026, the number of shares of common stock available for future issuance under the ESPP was 7,941,382 shares.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026, the number of shares of common stock available for future issuance under the Inducement Plan was 3,920,174 shares, including 792,278 shares subject to restricted stock unit awards outstanding as of March 31, 2026.

Employee Incentive Bonus

3 unchanged sentences

In connection with the Company’s bonus programs, in February 2026, the Company issued 1.5 million freely-tradable (subject to certain restrictions for affiliates) shares of the Company’s common stock in settlement of bonus awards to employees, including executives, for the 2025 performance period.

At September 30, 2025, the Company has an accrual of $ 26.7 million for bonus awards for employees for year-to-date achievement in the 2025 performance period, which the Company intends to settle primarily in shares of its common stock, unless otherwise required to be settled in cash due to local laws or agreements.

At March 31, 2026, the Company has an accrual of $ 6.0 million for bonus awards for employees for year-to-date achievement in the 2026 performance period, which the Company intends to settle primarily in shares of its common stock, unless otherwise required to be settled in cash due to local laws or agreements.

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

1 unchanged sentence

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

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

2025 2024 2025 2024

(in thousands) (in thousands)

Three Months Ended March 31,

(in thousands)

Cost of net revenue $ 150 $ 282

2 unchanged sentences

$ 20,027 $ 22,911

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

The total unrecognized compensation cost related to unvested restricted stock units as of March 31, 2026 was $ 103.8 million, and the weighted average period over which these equity awards are expected to vest is 2.33 years.

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of March 31, 2026 was $ 8.0 million, and the weighted average period over which these equity awards are expected to vest is 1.59 years.

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

The total unrecognized compensation cost related to unvested stock options as of March 31, 2026 was $ 15.5 million, and the weighted average period over which these equity awards are expected to vest is 1.89 years.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Restricted Stock Units

5 unchanged sentences

( 199 ) 19.23

Outstanding at September 30, 2025 7,780 $ 20.11

Outstanding at March 31, 2026 8,199 $ 18.71

(1) Includes approximately 148 thousand shares granted under the Inducement Plan at a weighted-average grant-date fair value per share of $ 18.47 .

3 unchanged sentences

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

2025 Performance-Based Restricted Stock Units

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

2025 and Subsequent Performance-Based Restricted Stock Units

For performance-based restricted stock units granted in 2025 and 2026, the award is divided into four approximately equal tranches each representing 25 % of the target number of performance-based restricted stock units subject to the award.

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

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

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

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

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

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

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

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

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

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

The number of shares vesting is based on meeting minimum threshold, target, or maximum pre-determined baseline for the first year, and growth rate relative to the baseline thereafter, up to a maximum 200 % of target;

however, any shares above target ( 100 %) will only become eligible to vest with continued service through the end of year three.

The fourth tranche of performance-based restricted stock units is measured over a three-year performance period, and shares are eligible to vest for this tranche based on the Company’s relative percentile rank in 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.

If the Company’s relative percentile rank for revenue growth at the end of the third year versus baseline is less than the predetermined threshold, as defined in the underlying agreement, no shares will vest.

The target number of shares are eligible to vest when the Company’s relative percentile rank equals or exceeds the 50th percentile.

The maximum shares that may be achieved is 200 % of target shares for performance at or above the 75th percentile.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

2024 and Prior Performance-Based Restricted Stock Units

3 unchanged sentences

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

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

such maximum may only vest at the end of year three for performance achieved at or above the 75th percentile.

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.

1 unchanged sentence

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

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

As of March 31, 2026, achievement to date under the performance metrics specified in the respective award agreements are based on its expected metric results over the performance periods and calculated growth rates relative to baseline based on data available, as defined in the respective award agreements.

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

4 unchanged sentences

Granted 623 18.47

Released ( 83 ) 15.19

( 995 ) 25.66

Outstanding at September 30, 2025 3,314 $ 19.62

Outstanding at March 31, 2026 2,878 $ 17.36

________________

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

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

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

No shares were eligible to vest for the 2025 performance period under the 2023 and 2024 performance-based restricted stock unit grants due to achievement below the 25th percentile.

Employee Stock Purchase Rights and Stock Options

Employee Stock Purchase Rights

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

During the three months ended March 31, 2026 and 2025, there were no shares of common stock purchased under the ESPP.

MAXLINEAR, INC.

1 unchanged sentence

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

Nine Months Ended September 30,

Three Months Ended March 31,

Weighted-average grant date fair value per share $ 4.22

$ 5.78 - $ 6.35

Risk-free interest rate 3.81 %

5.4 % - 5.41 %

Dividend yield — % — %

1 unchanged sentence

Volatility 59.07 %

49.76 % - 70.46 %

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

8 unchanged sentences

Canceled ( 142 ) $ 18.76

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

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

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

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

Nine Months Ended September 30,

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

$ 10.84 - $ 11.24

Risk-free interest rate N/A 4.33 %

Dividend yield N/A — %

Expected life (in years) N/A 6.50

Volatility N/A 57.50 %

__________________

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

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

Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future.

The expected term of the options was calculated using the simplified method as prescribed by guidance provided by the SEC.

This decision was based on the lack of historical data due to the Company’s limited number of stock option exercises under the 2010 Equity Incentive Plan.

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

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Outstanding at March 31, 2026 2,576 $ 19.43 7.0 $ —

Vested and expected to vest at March 31, 2026 2,518 $ 19.43 7.0 $ —

Exercisable at March 31, 2026 1,050 $ 19.18 5.7 $ —

No options were granted during the three months ended March 31, 2026 and 2025.

The intrinsic value of stock options exercised was $ 0 and $ 0 in the three months ended March 31, 2026 and 2025, respectively.

Cash received from exercise of stock options was negligible during each of the three months ended March 31, 2026 and 2025.

The tax benefit from stock options exercised was $ 0 and $ 0 during the three months ended March 31, 2026 and 2025, respectively.

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

5 unchanged sentences

Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years.

Based upon the Company’s review of all positive and negative evidence, the Company continues to have a valuation allowance on its state deferred tax assets, certain of its federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where the Company has cumulative losses or otherwise is not expected to utilize certain tax attributes.

Based upon the Company’s review of all positive and negative evidence, the Company continues to have a

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

valuation allowance on its state deferred tax assets, certain of its federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where the Company has cumulative losses or otherwise is not expected to utilize certain tax attributes.

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

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

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

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

The Company recorded an income tax provision of $ 26.5 million in the three months ended March 31, 2026 and an income tax provision of $ 0.7 million in the three months ended March 31, 2025.

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the three months ended March 31, 2026 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including a tax on net controlled foreign corporation tested income, or NCTI, stock-based compensation, and the impact of the valuation allowance against the Company’s Singapore deferred tax assets.

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

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

federal statutory rate for the three months ended March 31, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

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

2 unchanged sentences

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

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

During the three months ended March 31, 2026, the Company’s unrecognized tax benefits increased by $ 0.2 million.

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

Accrued interest and penalties associated with uncertain tax positions as of September 30, 2025 were approximately $ 36 thousand and $ 0 , respectively.

Accrued interest and penalties associated with uncertain tax positions as of March 31, 2026 were approximately $ 0 and $ 0 , respectively.

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

At September 30, 2025, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2021, 2020, and 2017, respectively.

At March 31, 2026, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2022, 2021, and 2018, respectively.

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

Under the incentives, qualifying income derived from certain sales of the Company’s integrated circuits is taxed at a concessionary rate over the incentive period, and there are reduced Singapore withholding taxes on certain intercompany royalties during the

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

incentive period.

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

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

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

Due to this Singapore valuation allowance, no income tax provision was recorded in Singapore for the three months ended March 31, 2026 and 2025.

Concentration of Credit Risk, Significant Customers and Geographic Information

10 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Percentage of total net revenue

3 unchanged sentences

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

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

September 30, 2025 December 31, 2024

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

March 31, 2026 December 31, 2025

Percentage of gross accounts receivable

1 unchanged sentence

Customer D * 14 %

Customer E * 10 %

Customer F * 10 %

____________________________

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

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

Significant Suppliers

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Vendor A 50 % 36 %

1 unchanged sentence

Vendor C * 13 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

____________________________

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

Geographic Information

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

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

2025 2024 2025 2024

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

Three Months Ended March 31,

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

Asia $ 105,385 77 % $ 75,261 78 %

3 unchanged sentences

Total $ 137,188 100 % $ 95,933 100 %

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

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

2025 2024 2025 2024

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended March 31,

Percentage of total net revenue

Hong Kong 48 % 49 %

Thailand * 11 % * *

Mainland China

Vietnam * 11 %

3 unchanged sentences

No other individual country accounted for more than 10% of net revenue during these periods.

Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong, Thailand, and Vietnam, the Company believes that a significant number of the systems designed by customers and incorporating the Company’s semiconductor products are subsequently sold outside Asia to Europe, Middle East, and Africa markets and North American markets.

Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong and mainland China, the Company believes that a significant number of the systems designed by customers and incorporating the Company’s semiconductor products are subsequently sold outside Asia to Europe, Middle East, and Africa markets and North American markets.

Long-lived assets, which consists of property and equipment, net, leased right-of-use assets, intangible assets, net, and goodwill by geographic area are as follows (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Amount % of total Amount % of total

3 unchanged sentences

Total $ 431,300 100 % $ 431,859 100 %

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue from Contracts with Customers

1 unchanged sentence

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Infrastructure $ 62,814 $ 26,561

% of net revenue 46 % 28 %

Broadband 43,626 40,883

2 unchanged sentences

% of net revenue 14 % 21 %

Infrastructure 40,343 23,046 101,613 87,436

% of net revenue 32 % 28 % 31 % 33 %

Industrial and multi-market 12,153 8,254

1 unchanged sentence

Total net revenue $ 137,188 $ 95,933

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

Revenues from sales through the Company’s distributors accounted for 35 % and 42 % of net revenue for the nine months ended September 30, 2025 and 2024, respectively.

Revenues from sales through the Company’s distributors accounted for 46 % and 37 % of net revenue for the three months ended March 31, 2026 and 2025, respectively.

Contract Liabilities

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

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

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

As of March 31, 2026 and December 31, 2025, customer contract liabilities were approximately $ 0.4 million and $ 4.2 million, respectively, and consisted primarily of advanced payments received for which performance obligations have not been completed.

The decrease in customer contract liabilities was due to recognition of revenue in the three months ended March 31, 2026, which was previously in the contract liability balance as of the beginning of the period.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

As of September 30, 2025 and December 31, 2024, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $ 33.8 million and $ 43.4 million, respectively, and are included in accrued price protection liability in the consolidated balance sheets.

As of March 31, 2026 and December 31, 2025, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $ 27.5 million and $ 26.5 million, respectively, and are included in accrued price protection liability in the consolidated balance sheets.

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

Other obligations to customers representing estimates of price adjustments to be claimed by distributors upon sell-through of their inventory to their end customer and estimates of stock rotation returns to be claimed by distributors on products sold as of September 30, 2025 were $ 13.3 million and $ 0.3 million, respectively, and as of December 31, 2024 were $ 43.0 million and $ 0.3 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets (Note 7).

The reason for the decrease in accrued obligations to customers for price adjustments from approximately $ 43.0 million as of December 31, 2024 to approximately $ 13.3 million as of September 30, 2025, was due to timing of issuing credits to customers, partially offset by increased accrued obligations resulting from increased sales to distributors.

The increase or decrease in revenue for the three and nine months ended September 30, 2025 and 2024 from net changes in transaction prices for amounts included in obligations to customers for price adjustments and estimates of stock rotation returns to be claimed by distributors as of the beginning of those respective periods was not material.

As of September 30, 2025 and December 31, 2024, right of return assets under customer contracts representing the estimates of product inventory the Company expects to receive from customers in stock rotation returns were approximately $ 0.1 million and $ 0.1 million, respectively.

Other obligations to customers representing estimates of price adjustments to be claimed by distributors upon sell-through of their inventory to their end customer and estimates of stock rotation returns to be claimed by distributors on products sold as of March 31, 2026 were $ 8.1 million and $ 0.4 million, respectively, and as of December 31, 2025 were $ 11.9 million and $ 0.2 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets (Note 7).

The reason for the decrease in accrued obligations to customers for price adjustments from approximately $ 11.9 million as of December 31, 2025 to approximately $ 8.1 million as of March 31, 2026, was due to lower sales subject to the price adjustments and timing of issuing credits to customers.

As of March 31, 2026 and December 31, 2025, right of return assets under customer contracts representing the estimates of product inventory the Company expects to receive from customers in stock rotation returns were approximately $ 0.1 million and $ 0.1 million, respectively.

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026 and December 31, 2025, there were no credit losses recorded on customer accounts receivable.

Operating Leases

2 unchanged sentences

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

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

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

As of March 31, 2026 and December 31, 2025, the weighted average discount rate for operating leases was 3.6 % and 4.6 %, respectively, and the weighted average remaining lease term for operating leases was 3.7 years and 2.7 years, respectively, as of the end of each of these periods.

The table below presents aggregate future minimum payments due under leases, reconciled to total lease liabilities included in the consolidated balance sheet as of March 31, 2026:

Operating Leases

1 unchanged sentence

2026 (9 months) $ 7,819

Thereafter 2,649

Total minimum payments 29,888

imputed interest ( 2,483 )

unrealized translation loss ( 1 )

Total lease liabilities 27,404

1 unchanged sentence

Long-term lease liabilities $ 17,987

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

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

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

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

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

Operating lease cost was $ 2.2 million and $ 2.3 million for the three months ended March 31, 2026 and 2025, respectively.

Short-term lease costs for the three months ended March 31, 2026 and 2025 were not material.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were $ 8.7 million and $ 1.7 million of right-of-use assets obtained in exchange for new lease liabilities for the three months ended March 31, 2026 and 2025, respectively.

Employee Retirement Plans

3 unchanged sentences

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pension and Other Defined Benefit Retirement Obligations

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

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

As of March 31, 2026, the net defined benefit obligation, primarily related to other defined benefit plans, was $ 0.3 million.

As of December 31, 2025, the net defined benefit obligation was $ 0.3 million.

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

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

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

Net periodic benefit costs were $ 19 thousand and $ 40 thousand for the three months ended March 31, 2026 and 2025, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Commitments and Contingencies

Inventory Purchase and Other Contractual Obligations

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

As of March 31, 2026, future minimum payments under inventory purchase and other obligations are as follows (in thousands):

Inventory Purchase Obligations Other Obligations Total

7 unchanged sentences

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

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

Total inventory purchase and other contractual obligations increased from $ 209.6 million as of December 31, 2025 to $ 219.2 million as of March 31, 2026 driven by increased sales demand, which resulted in incremental purchase orders.

Jointly Funded Research and Development

1 unchanged sentence

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

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

As of March 31, 2026, funds of $ 15.0 million received from the other parties have been deferred in other long-term liabilities.

The Company de-recognizes the liabilities when the contingencies associated with the repayment conditions have been resolved.

During the three and nine months ended September 30, 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

1 unchanged sentence

On August 16, 2023, Silicon Motion delivered to MaxLinear a notice, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration before the Singapore International Arbitration Centre to seek damages from MaxLinear arising from MaxLinear’s alleged breaches of the Merger Agreement.

Silicon Motion’s position is that MaxLinear’s Willful and Material Breaches (as such term is defined in the Merger Agreement) of the Merger Agreement prevented the Merger from being completed by August 7, 2023, and that MaxLinear is consequently liable for substantial monetary damages in excess of the termination fee as provided in the Merger Agreement.

Silicon Motion’s position is that MaxLinear’s Willful and Material Breaches (as such term is defined in the

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Merger Agreement) of the Merger Agreement prevented the Merger from being completed by August 7, 2023, and that MaxLinear is consequently liable for substantial monetary damages in excess of the termination fee as provided in the Merger Agreement.

On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that MaxLinear breached the Merger Agreement.

1 unchanged sentence

The arbitration is confidential.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MaxLinear believes that it properly terminated the Merger Agreement.

18 unchanged sentences

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

On November 6, 2025, the plaintiffs filed their opening brief with the Court of Appeals, and on January 22, 2026, the MaxLinear defendants filed their answering brief with the Court of Appeals.

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

17 unchanged sentences

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

including all salaries, bonuses, fees, stock award, options and common stock sale proceeds, and imposing a constructive trust thereon, punitive damages, costs and expenses, and such other relief that the court deems appropriate.

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

2 unchanged sentences

MaxLinear alleges that in 2020, MaxLinear shared its proprietary design and know-how for a full-duplex, or FDX, amplifier with Comcast in the hope of securing future business with Comcast.

MaxLinear shared its design and know-how on several occasions, all pursuant to a non-disclosure agreement between MaxLinear and Comcast, with the expectation that Comcast

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

would keep the information confidential.

MaxLinear shared its design and know-how on several occasions, all pursuant to a non-disclosure agreement between MaxLinear and Comcast, with the expectation that Comcast would keep the information confidential.

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

23 unchanged sentences

On October 6, 2023, Cox filed counterclaims against MaxLinear in each of the two actions.

In the first action, Cox alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by allegedly failing to ensure that Cox would be offered a FRAND license for these patents.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FRAND license for these patents.

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

5 unchanged sentences

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

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

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

enrichment, and declaratory judgment.

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

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

9 unchanged sentences

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

As of September 30, 2025, no material loss contingencies have been accrued for litigation and other legal claims in the consolidated financial statements, since the Company’s management currently does not believe that the ultimate outcome of any of the matters described above is probable.

As of March 31, 2026, no material loss contingencies have been accrued for litigation and other legal claims in the consolidated financial statements, since the Company’s management currently does not believe that the ultimate outcome of any of the matters described above is probable.

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

7 unchanged sentences

Segment Reporting

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

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

2025 2024 2025 2024

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

Three Months Ended March 31,

Net revenue $ 137,188 $ 95,933

7 unchanged sentences

Restructuring expenses 474 7,879

Impairment of intangibles — 1,237 — 1,237

Impairment of investments — 11,768 — 11,768

Interest and other (income) expense, net 1,443 2,908

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

Income tax expense 26,485 711

Segment net loss $ ( 45,137 ) $ ( 49,713 )

Stock Repurchases

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.

The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements.

Any purchases have been and will be funded from available working capital and may be effected through open market purchases, block transactions, and privately negotiated transactions.

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.

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.

During the three months ended March 31, 2026, the Company did not repurchase any of its common stock under the repurchase program.

As of March 31, 2026, approximately $ 55.0 million remained available for repurchase under the program.

Subsequent Events

On April 22, 2026, the Company entered into an amendment with the lenders party thereto and the Agent, or the Second Amendment.

The Second Amendment amended the June 23, 2021 Credit Agreement (Note 8) to, among other things, (i) extend the maturity date applicable to the Revolving Facility from June 23, 2026 to March 23, 2028, (ii) provide for $ 30 million in incremental revolving commitments under the Revolving Facility, (iii) increase the applicable margin for loans under the Revolving Facility to (x) 2.25 % per annum for Term SOFR loans, and (y) 1.25 % per annum for base rate loans, and (iv) increase the applicable commitment fee rate to 0.25 % per annum.

Further, the financial covenant was modified to require that the Company maintain (a) a total net leverage ratio of not greater than 3.50 :1:00 and (b) unrestricted cash plus available and undrawn commitments under the Revolving Facility in an amount of no less than $ 80 million, in each case, tested as of the last day of any fiscal quarter of the Company.

The proceeds of the Revolving Facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries.

As of the closing of the Second Amendment, the Revolving Facility was undrawn.

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

What changed 10-Q

Item 1. Financial Statements