[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_99":100},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","k1zkj3z9zal1ul2lj2fxoq5jn","revision",2,"title","MaxLinear公布截至2026年9月30日季度业绩：收入2.181亿美元，净利润2,890万美元","originalTitle","MAXLINEAR, INC (0001288469) (Filer)","summary","MaxLinear截至2026年9月30日的季度净收入为2.181亿美元，净利润为2,890万美元，摊薄每股收益0.30美元；上年同期净收入为1.265亿美元、净亏损4,549万美元。","reason","节选显示收入和营业利润较上年同期改善，但前九个月仍录得净亏损且经营现金流为净流出；信贷修订及法律索赔情况也是理解其财务状况的重要背景。","source",{"_12":90,"_91":92,"_9":93,"_94":42,"_95":96,"_97":98},"links",{"_87":88,"_78":89},"publishedAt","2026-10-22T20:13:37.000Z","discoveredAt","2026-10-22T23:42:09.624Z","timelineAt","category","ai-products","tags",[84,85,86],"stockSymbols",[83],"score",70,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fS8mvFt2iOAk",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","726cee38-b765-419f-95e9-7212e7ac77fd","MaxLinear 修订信贷协议并公布 Q3 业绩",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

10-Q 表


☑	根据《1934年证券交易法》第13条或第15(d)条提交的季度报告

截至2026年9月30日的季度期间

或


☐	根据《1934年证券交易法》第13条或第15(d)条提交的过渡报告

过渡期间：从至

委员会档案编号：001-34666

MaxLinear, Inc.

（注册人章程中规定的准确名称）

特拉华州

14-1896129

（注册成立或组织所在的州
或其他司法管辖区）

（美国国税局雇主
识别号）

5966 La Place Court, Suite 100,

卡尔斯巴德

加利福尼亚州

92008

（主要行政办公室地址）

（邮政编码）

(760) 692-0711

（注册人电话号码，包括区号）

不适用

（自上次报告以来如有变更，列明原名称、原地址及原财政年度）

根据该法第12(b)条注册的证券：


各类证券名称	交易代码	注册交易所名称
普通股	MXL	纳斯达克证券市场有限责任公司

请勾选表明注册人是否：(1) 在过去12 个月内（或注册人须提交此类报告的较短期间内）已提交《1934年证券交易法》第13条或第15(d)条规定须提交的所有报告；以及(2) 在过去90 天内一直受此类提交要求约束。是 ☑ 否 ☐

请勾选表明注册人是否已以电子方式提交根据S-T法规第405条（本章§232.405）须提交的每一份交互式数据文件，且提交期间为过去12个月（或注册人须提交此类文件的较短期间）。是 ☑ 否 ☐

请勾选表明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、较小申报公司还是新兴成长公司。参见《交易法》第12b-2条中“大型加速申报公司”“加速申报公司”“较小申报公司”和“新兴成长公司”的定义。

大型加速申报公司

☑

加速申报公司

☐

新兴成长公司

☐

非加速申报公司

☐

较小申报公司

☐

如果属于新兴成长公司，请勾选表明注册人是否选择不采用《交易法》第13(a)条规定的延长过渡期，以遵守任何新的或修订后的财务会计准则。 ☐

请勾选表明注册人是否为空壳公司（定义见《交易法》第12b-2条）。是 ☐ 否 ☑

截至2026年10月15日，注册人有91,000,008股已发行普通股，每股面值$0.0001。

MAXLINEAR, INC.

10-Q表季度报告


		页
关于前瞻性陈述的说明	3
第一部分	财务信息	5
第1项	财务报表（未经审计）	6
	截至2026年9月30日和2025年12月31日的合并资产负债表	6
	截至2026年和2025年9月30日止三个月和九个月的合并经营报表	7
	截至2026年和2025年9月30日止三个月和九个月的合并综合收益（亏损）报表	8
	截至2026年和2025年9月30日的财政季度合并股东权益报表	9
	截至2026年和2025年9月30日止九个月的合并现金流量表	11
	合并财务报表附注	12
第2项	管理层对财务状况和经营业绩的讨论与分析	37
第3项	有关市场风险的定量和定性披露	47
第4项	控制与程序	47
第二部分	其他信息	49
第1项	法律诉讼	49
第1A项	风险因素	49
第2项	未注册股权证券的销售及所得款项用途	49
第3项	优先证券违约	49
第4项	矿山安全披露	49
第5项	其他信息	49
第6项	附件	50
	签名	51

关于前瞻性陈述的说明

本文中使用的“MaxLinear”、“公司”、“我们”、“我方”、“我们的”及类似术语均包括MaxLinear, Inc.及其子公司，除非上下文另有说明。

本季度 10-Q 表格报告（或称 10-Q 表格），包括可能通过引用纳入本文的任何信息，均包含《1933 年证券法》（经修订，简称《证券法》）第 27A 条以及《1934 年证券交易法》（经修订，简称《交易法》）第 21E 条所指的前瞻性陈述。在某些情况下，可以通过“预期”“相信”“继续”“估计”“预计”“预测”“打算”“可能”“计划”“潜在”“预见”“应当”“将会”等词语，或这些词语的否定形式及其他类似术语，识别前瞻性陈述。这些陈述涉及已知和未知的风险、不确定性和情形，可能导致我们的实际结果、活动水平、业绩或成就，或我们所在行业的实际结果、活动水平、业绩或成就，与这些陈述明示或暗示的任何未来结果、活动水平、业绩或成就存在重大差异。可能导致或促成此类差异的因素包括本 10-Q 表格第一部分第 2 项“管理层对财务状况和经营业绩的讨论与分析”以及我们截至 2025 年 12 月 31 日的财年年度报告 10-K 表格（我们的“2025 年年度报告”）第一部分第 1A 项“风险因素”中讨论的因素，以及（如适用）本 10-Q 表格和我们向 SEC 提交的其他文件中更新的内容。此类因素包括但不限于：

•我们终止与 Silicon Motion 的合并交易，以及相关仲裁和集体诉讼投诉，还有可能支付损害赔偿的相关风险；

•激烈且日益加剧的竞争所产生的影响；

•关税增加、出口管制或实施额外贸易壁垒；全球经济状况的影响；

•半导体行业的周期性；

•经营业绩出现重大波动及其对股价波动性的影响，以及我们维持当前收入水平（该水平此前曾有所下降）和/或有效管理未来增长的能力；

•我们开展业务所在国家之间不断升级的贸易战、军事冲突以及其他地缘政治和经济紧张局势；

•国际地缘政治和军事冲突；

•我们获得或保留出口某些产品或技术所需政府授权的能力；

•失去主要客户的订单，或主要客户订单大幅减少；

•法律诉讼或潜在的法规违规行为；

•信息技术故障；

•我们的产品未来平均售价可能下降；

•未能打入新的应用领域和市场；

•行业内的开发延迟和整合趋势；

•无法进行大规模且富有成效的研发投资；

•产品中未发现的缺陷或漏洞造成的延迟或费用；

•季度和年度收入及经营业绩大幅波动；

•未能及时开发并推出新产品或增强型产品；

•订单和发货的不确定性，以及我们对客户需求和产品组合的估计与实际结果之间的差异；

•未能准确预测未来收入并适当编制费用预算；客户资格认证流程漫长且成本高昂；

•客户取消产品计划；

•未能持续遵守政府法规；

•未能吸引和留住合格人员；

•利率上升对我们、客户和分销商以及相关需求造成的任何不利影响；

•与遵守隐私、数据保护和网络安全法律法规相关的风险；

•与使我们的产品符合行业标准相关的风险；

•与业务收购和投资相关的风险；

•知识产权侵权索赔；

•我们保护知识产权的能力；

•我们产品的安全漏洞；

•在我们的产品中使用开源软件；

•未能管理与第三方的关系，或受到第三方的负面影响；以及

•未来有关股票回购计划的决定。

我们目前未知或认为无关紧要的其他风险和不确定性也可能对我们的业务、财务状况、经营业绩或普通股市场价格产生不利影响。我们鼓励投资者仔细审视这些因素。我们可能会不时作出额外披露，以修订、补充或取代本文披露的风险和不确定性，包括我们在2025年年度报告中披露的内容。前瞻性陈述仅代表本10-Q表格发布之日的情况。但是，除法律要求外，无论是由于新信息、未来事件还是其他原因，我们均不承诺更新我们或代表我们不时作出的任何前瞻性陈述。鉴于这些风险和不确定性，提醒读者不要过度依赖此类前瞻性陈述。

第一部分 — 财务信息

第1项. 财务报表

MAXLINEAR, INC.

合并资产负债表

（单位：千，面值除外）


	2026年9月30日		2025年12月31日
资产	（未经审计）
流动资产：
现金及现金等价物	$	81,085			$	72,806
短期受限现金	1,359			1,419

应收账款净额	73,381			46,122
库存	113,722			78,104
预付费用及其他流动资产	121,648			50,390
流动资产总额	391,195			248,841
长期受限现金	27,420			27,187

固定资产及设备净额	41,276			48,873
租赁使用权资产	18,095			15,506
无形资产净额	44,046			48,892
商誉	318,588			318,588
递延税项资产	65,419			77,268
其他长期资产	10,390			11,241
资产总额	$	916,429			$	796,396
负债和股东权益
流动负债：
应付账款	$	36,471			$	37,916

应计价格保护负债	30,367			26,493
应计费用及其他流动负债	64,475			72,392
应计薪酬	45,108			49,219


流动负债合计	176,421			186,020
长期租赁负债	13,776			12,313
长期债务	164,062			123,618
其他长期负债	29,161			22,550
负债合计	383,420			344,501

承诺和或有事项

股东权益：
优先股，面值 $0.0001；授权发行 25,000 股，未发行或流通	—			—
普通股，面值 $0.0001；授权发行 550,000 股；截至 September 30, 2026 已发行并流通 91,000 股，截至 December 31, 2025 已发行并流通 86,451 股	9			9


额外实收资本	1,047,240			951,262
累计其他综合收益	641			1,030
累计亏损	(514,881)			(500,406)
股东权益合计	533,009			451,895
负债和股东权益合计	$	916,429			$	796,396

见附注。

MAXLINEAR, INC.

合并经营报表

（未经审计；单位：千，股份数据除外）



	截至 September 30 日止三个月		截至 September 30 日止九个月
	2026		2025		2026		2025
净收入	$	218,057			$	126,459		$	524,092	$	331,205
净收入成本	89,987			54,558			219,475		143,948
毛利	128,070			71,901			304,617		187,257
运营费用：
研发	60,642			54,252			169,837		156,908
销售、一般及行政费用	36,947			47,674			125,155		117,624

重组费用	254			11,264			792		24,723
运营费用合计	97,843			113,190			295,784		299,255
运营收入（亏损）	30,227			(41,289)			8,833		(111,998)
利息收入	465			874			1,572		2,550
利息支出	(2,692)			(2,649)			(7,158)		(7,665)

其他收入（费用），净额	170			(324)			(279)		(5,978)
其他收入（费用）合计，净额	(2,057)			(2,099)			(5,865)		(11,093)
所得税前收入（亏损）	28,170			(43,388)			2,968		(123,091)
所得税准备金（收益）	(732)			2,097			17,443		(1,307)
净收入（亏损）	$	28,902			$	(45,485)		$	(14,475)	$	(121,784)
每股净收入（亏损）：
基本	$	0.32			$	(0.52)		$	(0.16)	$	(1.41)
摊薄	$	0.30			$	(0.52)		$	(0.16)	$	(1.41)
用于计算每股净收入（亏损）的股份数：
基本	90,816			87,186			89,497		86,368
摊薄	97,714			87,186			89,497		86,368

见附注。

MAXLINEAR, INC.

综合收益（亏损）合并报表

（未经审计；单位：千）


	截至 September 30 日止三个月		截至 September 30 日止九个月
	2026		2025		2026		2025
净收入（亏损）	$	28,902			$	(45,485)		$	(14,475)	$	(121,784)
其他综合收益（亏损），税后净额：



外币折算调整，税后净额：截至 September 30, 2026 止三个月和九个月的税收优惠分别为 $33 和 $67；截至 September 30, 2025 止三个月和九个月的税费分别为 $4 和 $258。	(708)			(160)			(389)		6,983


综合收益（亏损）合计	$	28,194			$	(45,645)		$	(14,864)	$	(114,801)

见附注。

MAXLINEAR, INC.

股东权益合并报表

截至 SEPTEMBER 30, 2026 的财政季度

（未经审计；单位：千）


	普通股	额外实收资本		累计其他综合收益（亏损）	累计亏损		股东权益合计
	股份数	金额
December 31, 2025 时的余额	86,451		$	9		$	951,262		$	1,030	$	(500,406)	$	451,895
根据股权奖励发行的普通股，净额	3,078		—		28,360			—		—	28,360


股份薪酬	—		—		19,982			—		—	19,982
其他综合亏损	—		—		—			(909)		—	(909)
净亏损	—		—		—			—		(45,137)	(45,137)
March 31, 2026 时的余额	89,529		9		999,604			121		(545,543)	454,191
根据股权奖励发行的普通股，净额	989		—		(1,758)			—		—	(1,758)

员工股票购买计划	174		—		1,961			—		—	1,961
股票薪酬	—		—		27,458			—		—	27,458
其他综合收益	—		—		—			1,228		—	1,228
净利润	—		—		—			—		1,760	1,760
截至 2026 年 6 月 30 日的余额	90,692		9		1,027,265			1,349		(543,783)	484,840
根据股权奖励发行的普通股，净额	308		—		164			—		—	164


股票薪酬	—		—		19,811			—		—	19,811
其他综合损失	—		—		—			(708)		—	(708)
净利润	—		—		—			—		28,902	28,902
截至 2026 年 9 月 30 日的余额	91,000		$	9		$	1,047,240		$	641	$	(514,881)	$	533,009

MAXLINEAR, INC.

合并股东权益表

截至 2025 年 9 月 30 日的财政季度

（未经审计；单位：千）


	普通股				额外实收资本	累计其他综合收益（亏损）	累计亏损	股东权益总额
		股份	金额
截至 2024 年 12 月 31 日的余额		84,613		$	8					$	886,823		$	(6,823)	$	(363,725)	$	516,283

根据股权奖励发行的普通股，净额		1,761		1					2,876			—		—	2,877


股票薪酬		—		—					22,871			—		—	22,871

其他综合收益		—		—					—			857		—	857
净亏损		—		—					—			—		(49,713)	(49,713)
截至 2025 年 3 月 31 日的余额		86,374		9					912,570			(5,966)		(413,438)	493,175



根据股权奖励发行的普通股，净额		331		—					—			—		—	—


员工股票购买计划		202		—					2,178			—		—	2,178
股票薪酬		—		—					13,264			—		—	13,264

其他综合收益		—		—					—			6,300		—	6,300
净亏损		—		—					—			—		(26,586)	(26,586)
截至 2025 年 6 月 30 日的余额		86,907		9					928,012			334		(440,024)	488,331

根据股权奖励发行的普通股，净额		466		—					615			—		—	615


股票薪酬		—		—					21,440			—		—	21,440

其他综合损失		—		—					—			(174)		—	(174)
净亏损		—		—					—			—		(45,485)	(45,485)
截至 2025 年 9 月 30 日的余额		87,373		$	9					$	950,067		$	160	$	(485,509)	$	464,727

见附注。

MAXLINEAR, INC.

合并现金流量表

（未经审计；单位：千）



	截至 9 月 30 日的九个月
2026		2025
经营活动
净亏损	$	(14,475)		$	(121,784)
将净亏损调节为经营活动提供（使用）的现金的调整项目：
摊销和折旧	26,983		27,572





债务发行成本摊销和折价增值	1,318		1,478
股票薪酬	67,330		57,535
递延所得税	11,843		(6,080)
处置财产和设备的损失	690		1,161



租赁使用权资产账面价值减少	5,336		5,632
租赁使用权资产减值	233		427

租赁负债终止确认收益	(325)		—

外币汇兑损失	99		5,672

股票薪酬奖励的超额税收（优惠）不足	(12,501)		4,205
经营资产和负债变动：
应收账款	(27,259)		32,530
存货	(35,618)		4,014
预付费用及其他资产	(68,168)		5,653

应付账款、应计费用及其他流动负债	3,925		(15,546)
应计薪酬	28,473		26,896

应计价格保护负债	3,874		(9,562)
租赁负债	(8,028)		(8,705)
其他长期负债	(1,383)		(1,885)
经营活动提供（使用）的现金净额	(17,653)		9,213

投资活动
购置财产和设备	(9,662)		(8,890)

购置无形资产	(5,373)		(7,219)

为可转换应收票据提供资金	(2,000)		—


投资活动使用的现金净额	(17,035)		(16,109)

融资活动
循环信贷额度借款所得款项	60,000		—

偿还循环信贷额度借款	(20,000)		—
支付债务发行成本	(479)		—
融资安排所得款项	8,000		—
发行普通股所得净款项（扣除成本）	3,804		2,167
代员工支付的限制性股票单位最低预扣税款	(7,532)		(2,213)


融资活动提供（使用）的现金净额	43,793		(46)
汇率变动对现金及现金等价物的影响	(653)		602
现金、现金等价物及受限现金增加（减少）额	8,452		(6,340)
期初现金、现金等价物及受限现金	101,412		119,603
期末现金、现金等价物及受限现金	$	109,864		$	113,263

现金流量信息补充披露：
支付的利息	$	6,425		$	6,515
支付的所得税（扣除退税后）	$	(4,030)		$	4,364

非现金活动补充披露：

发行股份用于支付奖金	$	32,463		$	5,715

请参阅随附附注。


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

1. 组织架构及重要会计政策摘要

业务描述

MaxLinear, Inc. 于 2003 年 9 月在特拉华州注册成立。MaxLinear, Inc. 及其直接和间接全资子公司统称为 MaxLinear 或本公司，是通信系统级芯片（SoC）解决方案提供商，其产品用于宽带、移动和有线基础设施、数据中心以及工业和多市场应用。MaxLinear 是一家无晶圆厂集成电路设计公司，其产品集成了高速通信系统的全部或大部分组件，包括射频（RF）、高性能模拟、混合信号、数字信号处理、安全引擎、数据压缩和网络层，以及电源管理。MaxLinear 的客户主要包括电子产品分销商、模块制造商、原始设备制造商（OEM）和原始设计制造商（ODM），这些客户将本公司的产品集成到各种电子设备中。此类设备包括：用于 4G/5G 基站和回程基础设施的无线收发器和调制解调器；面向超大规模数据中心的光收发器；用于家庭网络的 Wi-Fi 和有线网络路由器；符合数据经有线服务接口规范（DOCSIS）、无源光网络（PON）和数字用户线路（DSL）标准的宽带调制解调器；以及用于这些领域和许多其他市场的电源管理和接口产品。

列报基础和合并原则

随附的未经审计合并财务报表包括 MaxLinear, Inc. 及其直接和间接全资子公司的账目，并根据美国公认会计原则（GAAP）中期财务信息的相关规定，以及 10-Q 表格的说明和《S-X 条例》第 10 条编制。因此，这些报表未包含 GAAP 对完整财务报表所要求的全部信息和披露。所有公司间交易和投资均已在合并时抵销。

管理层认为，公司的未经审计合并中期财务报表包含必要的调整（包括正常的经常性应计项目），以公允列报公司的合并财务状况、经营成果、综合收益（亏损）、股东权益和现金流量。

截至2025年12月31日的合并资产负债表源自公司当日经审计的合并财务报表。随附的未经审计合并中期财务报表应与公司截至2025年12月31日年度的经审计合并财务报表及相关附注一并阅读；这些报表和附注载于公司于2026年1月29日向美国证券交易委员会（SEC）提交的10-K表年度报告（以下简称“年度报告”）。截至2026年9月30日的九个月中期业绩不一定代表截至2026年12月31日的财年预期业绩。

某些外国子公司的功能货币为当地货币。因此，这些外国子公司的资产和负债按资产负债表日的当前汇率折算，权益按历史汇率折算。收入和费用项目按该期间的加权平均汇率折算。外币折算产生的损益计入股东权益。外币交易产生的损益计入经营成果，迄今为止金额并不重大。

估计的使用及重大风险和不确定性

按照公认会计原则（GAAP）编制合并财务报表，要求管理层作出估计和假设，这些估计和假设会影响未经审计合并财务报表及其附注中列报的金额。实际结果可能与这些估计不同。

截至2026年10月22日（本10-Q表季度报告的发布日期），公司并不知悉任何需要更新其估计或调整资产和负债账面价值的特定事件或情况。实际结果可能与这些估计不同。

重要会计政策概要

重要会计政策概要请参阅公司的年度报告。截至2026年9月30日的九个月内，公司的重要会计政策没有发生重大变化。


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

近期采用的会计公告

2025年9月，FASB发布了ASU No. 2025-07，衍生工具与套期保值（主题815）和与客户签订的合同收入（主题606）——衍生工具范围细化及对收入合同中客户以股份为基础的非现金对价范围的澄清，即ASU No. 2025-07。该更新中的修订将标的基于合同一方特定运营或活动的非交易所交易合同排除在衍生工具会计处理范围之外，并澄清了因转让商品或服务而从客户处收到以股份为基础的非现金对价的会计处理。这些修订对公司于2027年的年度和中期报告期间生效，可前瞻性地适用于采纳日或之后签订的新合同，也可采用经修订的追溯法，通过对现有合同期初留存收益进行累计影响调整；允许提前采纳。公司于2026年对该更新中的修订采用前瞻性处理。截至2026年9月30日止三个月和九个月期间，该更新修订的采纳对公司的合并财务状况及经营业绩并无重大影响。

2025年7月，FASB发布了ASU No. 2025-05，金融工具——信用损失（主题326），允许实体选择一项实务简便方法：在估计流动应收账款和流动合同资产的预期信用损失时，假设资产负债表日的当前状况在资产剩余存续期内保持不变。这些修订对公司于2026年的年度和中期报告期间生效，并采用前瞻性处理；允许提前采纳。公司于2026年对该更新中的修订采用前瞻性处理。该更新修订的采纳对公司的合并财务状况及经营业绩并无重大影响。

近期发布但尚未采纳的会计公告

2025年12月，FASB发布了ASU 2025-11，中期报告（主题270）：范围有限的改进，旨在澄清并重组GAAP中期报告指引，以提升其易用性、适用性和一致性，同时不改变所要求中期披露的基本性质或数量。该修订澄清了ASC 270的适用时点，确立了一项披露原则，要求披露自最近一个年度报告期间以来发生的重大事件或变化，并将其他《会计准则汇编》主题要求的中期披露综合清单纳入ASC主题270。该修订还澄清了中期财务报表的形式和内容，包括简明中期报告指引。该修订对公司于2028年的中期报告期间生效；允许提前采纳。预计该更新修订的采纳不会对公司的合并财务状况及经营业绩产生重大影响。

2025年12月，FASB发布了ASU 2025‑10，政府补助（主题832）：企业实体收到的政府补助会计处理，以制定企业实体收到的政府补助在确认、计量、列报和披露方面的具体指引，从而减少差异并提高此类补助会计处理的一致性。该修订修改了ASC主题832，要求企业实体收到的政府补助，只有在很可能满足补助所附条件且很可能收到补助时，才可确认为收入。与拟购买、建造或取得的资产（如长期资产或存货）相关的补助，应在相关成本发生时，在资产负债表中确认为递延收入或调整相关资产的成本基础，或者采用成本归集法。任何补助收入或递延收入，均应在企业实体将补助拟补偿的成本确认为费用的期间内，以系统且合理的方式计入收益；而采用成本归集法核算的补助不会在之后直接计入收益，而是通过核算相关资产降低折旧或摊销。实体还须将计入收益的补助单独列示为其他收入，或从相关费用中扣除，并披露所收到政府补助的性质、用于核算该补助的会计政策，以及补助的重要条款和条件。

该修订对本公司的生效时间为 2029年的年度及中期期间，允许提前采用，并允许采用多种过渡方法。预计采用本次更新中的修订不会对本公司的合并财务状况和经营成果产生重大影响，因为该修订与本公司当前的政府补助会计实务没有重大差异。

2025年9月，FASB发布了ASU第2025-06号，无形资产——商誉及其他——内部使用软件（子主题350-40）：内部使用软件会计处理的定向改进，以更新内部使用软件开发的会计处理，更好地适应软件开发从顺序开发方法演变为增量式和迭代式开发方法。该更新中的修订要求，只有在管理层已授权并承诺为软件项目提供资金，且项目很可能完成、软件很可能用于执行预期功能时，实体才开始将内部使用软件成本资本化。这些修订适用于本公司2028年的年度及中期期间，可采用前瞻法、追溯法或经修订的方法，


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

允许提前采用。由于公司目前没有大量内部开发的软件，因此采用本次更新中修订内容预计不会对公司的合并财务状况和经营业绩产生重大影响。

2024年11月，FASB发布了ASU第2024-03号，损益表费用的分类披露，旨在改进公众企业费用披露，并回应投资者对更详细费用类型信息的需求，包括存货采购、员工薪酬、折旧和无形资产摊销等，这些费用通常列示在销售成本、销售及一般管理费用以及研发费用等项目中。修订内容适用于公司2027年的年度期间，采用未来适用法，允许提前采用；并适用于自2028年开始的中期期间。公司计划在2027年年度期间和2028年中期期间采用本次更新中的修订内容，并采用未来适用法。由于修订内容仅要求在公司合并财务报表附注中提供更详细的披露，因此采用本次更新中的修订内容预计不会对公司的合并财务状况和经营业绩产生重大影响。

2. 每股净收益（亏损）

基本每股收益（EPS）按净收益（亏损）除以该期间普通股加权平均流通股数计算，不考虑普通股等价物。稀释每股收益按净收益（亏损）除以该期间普通股加权平均流通股数与该期间具有稀释性的普通股等价物加权平均股数之和计算，后者采用库存股法确定。就此计算而言，股票期权和限制性股票单位视为普通股等价物，且仅在其具有稀释作用时才计入稀释每股收益的计算。在公司发生净亏损的期间，具有稀释性的普通股等价物不计入稀释每股收益的计算。

下表列示基本和稀释每股收益的计算：


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
	（单位：千，股份金额除外）
分子：
净收益（亏损）	$	28,902			$	(45,485)		$	(14,475)	$	(121,784)
分母：
普通股加权平均流通股数——基本	90,816			87,186			89,497		86,368
具有稀释性的普通股等价物	6,898			—			—		—
普通股加权平均流通股数——稀释	97,714			87,186			89,497		86,368
每股净收益（亏损）：
基本	$	0.32			$	(0.52)		$	(0.16)	$	(1.41)
稀释	$	0.30			$	(0.52)		$	(0.16)	$	(1.41)

截至2026年和2025年9月30日的三个月，公司因其具有反稀释性，未将已发行股票薪酬奖励对应的普通股等价物计入稀释每股净收益（亏损）的计算；这些奖励分别代表97千股和450万股潜在稀释证券。

截至2026年和2025年9月30日的九个月内，公司在计算稀释后每股净亏损时，因其具有反稀释性质，未计入未偿还股票奖励对应的普通股等价物；这些等价物分别代表可能具有稀释性的证券，共计730万股和580万股。

3. 企业合并

已终止的 Silicon Motion 合并

2022年5月 5日，MaxLinear与 Silicon Motion Technology Corporation（简称 Silicon Motion）签订《合并协议与计划》（简称《合并协议》）。Silicon Motion 是一家根据开曼群岛法律注册成立的豁免有限责任公司。根据该协议，除其他事项外，并受其条款和条件约束，MaxLinear同意通过法定合并收购 Silicon Motion：MaxLinear全资子公司 Shark Merger Sub 将与 Silicon Motion 合并，Shark Merger Sub 并入 Silicon Motion，后者在合并后存续并成为 MaxLinear 的全资


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

子公司。Silicon Motion 是固态硬盘（简称 SSD）及其他固态存储设备用 NAND 闪存控制器的供应商。

2023年7月26日， MaxLinear终止了《合并协议》，并通知 Silicon Motion，MaxLinear免于履行完成交易的义务，原因包括但不限于：(i)《合并协议》规定的若干交割条件未获满足，且无法满足；(ii) Silicon Motion遭受了仍在持续的重大不利影响；(iii) Silicon Motion严重违反了《合并协议》中的陈述、保证、承诺及协议，因而使公司有权终止协议；以及(iv)无论如何，首次延长的最晚交割日期已经过去，且未自动延长，因为截至2023年5月5日，《合并协议》第6条中的若干条件未获满足或豁免。基于同样原因，根据《合并协议》的条款，MaxLinear无需因终止《合并协议》而向 Silicon Motion支付分手费或其他费用。本段中未定义的首字母大写术语与《合并协议》中的含义相同。2023年8月16日，Silicon Motion向 MaxLinear送达通知（并公开披露该通知），声称其终止《合并协议》，并将启动仲裁，向 MaxLinear追索因 MaxLinear涉嫌违反《合并协议》而产生的损害赔偿。

2023年10月5日，Silicon Motion向新加坡国际仲裁中心提交仲裁通知，指称 MaxLinear违反了《合并协议》。有关终止《合并协议》所涉法律事项的更多信息，请参阅附注14。

4. 重组活动

公司不时因内部资源调整和成本节约措施而批准并实施重组计划。此类重组计划可能包括解雇员工、腾退某些租赁设施以及取消某些合同。

下表列示了与重组计划相关的活动，该活动计入合并经营报表中的重组费用：


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
	（千美元）
员工离职费用	$	101			$	104		$	424	$	6,262
租赁相关费用	136			286			318		1,221
其他	17			10,874			50		17,240
	$	254			$	11,264		$	792	$	24,723

下表列示了公司截至2026年9月30日止九个月的重组负债变动情况。重组负债计入合并资产负债表中的应计费用及其他流动负债和其他长期负债。


	员工离职费用		租赁相关费用		其他		总计
	（千美元）
截至2025年12月31日的负债	$	2,857			$	858		$	11,243	$	14,958
重组费用	424			318			50		792

现金支付	(2,731)			(575)			(9,494)		(12,800)

非现金费用及调整	(190)			(35)			162		(63)

截至2026年9月30日的负债	360			566			1,961		2,887
减：截至2026年9月30日的流动部分	(360)			(566)			(1,733)		(2,659)
截至2026年9月30日的长期部分	$	—			$	—		$	228	$	228


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

5. 商誉和无形资产

商誉

商誉源于企业合并会计中的收购法，指购买价格超过所收购净资产及其他可辨认无形资产公允价值的部分。所收购有形净资产及无形资产的公允价值基于初步估值，公司估计和假设可能在计量期间（自收购日起最长可能为一年）发生变化。

截至2026年和2025年9月30日止九个月，商誉账面价值没有变化。

公司每年于10月31日进行商誉减值年度评估，采用定量评估，将各报告单位（公司已确定为实体本身）的公允价值与其包括商誉在内的账面价值进行比较。如果报告单位的账面价值超过其公允价值，则确认减值损失。根据公司的减值评估，截至2025年10月31日未确认商誉减值。

除年度审查外，公司还会在出现减值迹象时进行减值测试。截至2026年和2025年9月30日止九个月，公司商誉余额均无减值迹象。

收购的无形资产

有限年限无形资产

下表列示了公司因企业收购和其他购买而产生的有限年限无形资产，这些资产按其估计使用年限摊销：


		2026年9月30日		2025年12月31日
	加权平均使用年限（年）	账面总额		累计摊销		账面净额		账面总额	累计摊销		账面净额
		（千美元）
许可技术	7.0	$	37,231			$	(5,624)		$	31,607		$	31,858		$	(3,663)	$	28,195
已开发技术	6.9	311,261			(301,400)			9,861		311,261		(293,761)		17,500
商标和商品名称	6.2	14,800			(14,669)			131		14,800		(14,562)		238



专利	7.0	4,780			(2,333)			2,447		4,780		(1,821)		2,959
	6.9	$	368,072			$	(324,026)		$	44,046		$	362,699		$	(313,807)	$	48,892

下表列示了有限年限无形资产相关的摊销费用，其计入合并经营报表的项目如下：


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
	（千美元）
净收入成本	$	3,213			$	2,955		$	9,555	$	8,628

销售、一般及行政费用	229			350			664		1,533
	$	3,442			$	3,305		$	10,219	$	10,161

合并经营报表中净收入成本所列的有限年限无形资产摊销，主要源自收购的开发技术。


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

下表列示了有限年限无形资产的变动情况：


	截至9月30日的九个月
	2026		2025
	（千美元）
期初余额	$	48,892			$	55,008

增加额	5,373			7,219


摊销	(10,219)			(10,161)

期末余额	$	44,046			$	52,066

公司定期审查需折旧和摊销的长期资产账面金额及其相关使用年限，以确定是否存在减值迹象，从而需要调整账面价值或估计使用年限。当预期未来未折现净现金流量总额低于资产账面金额时，确认减值损失。如存在减值，减值损失按资产账面金额超过其公允价值的部分计量。

截至2026年和2025年9月30日的三个月和九个月期间，均未确认与有限年限无形资产相关的减值损失。

下表列示了截至2026年9月 30日公司有限年限无形资产未来的摊销额：


	金额
	（千美元）
2026年（3个月）	$	4,347
2027	12,354
2028	6,917
2029	5,826
2030	4,697
此后	9,905
合计	$	44,046

6. 金融工具

金融工具的构成如下：


	公允价值
	2026年9月30日		2025年12月31日
	（千美元）
负债
或有对价	$	2,600		$	2,600

公司金融工具的公允价值是指在有序交易中，非关联市场参与者之间出售资产可收取或转移负债需支付的金额；其采用分层披露框架记录，该框架依据计量资产和负债所用输入值的主观程度划分层级。各层级说明如下：

第1级：在计量日可进入的活跃市场中，资产或负债的未经调整报价。

第2级：基于非活跃市场报价、但经市场数据佐证的可观察价格。

第3级：当可用市场数据很少或不存在时，采用不可观察输入值。


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

公司根据采用市场报价或替代定价来源及模型（分别使用市场可观察输入值）的估值，将归类于公允价值层级第1级或第2级的金融工具进行分类。

截至2026年9月30日和2025年12月31日，或有对价负债为260万美元，与2023年1月的一项收购有关。或有对价负债被归类为第3级（重大不可观察输入值）金融工具。与该收购相关的或有对价取决于被收购业务是否在2024年6月17日前实现某些人员目标，但因仍有某些事项待解决，款项尚未支付。或有对价的公允价值基于：(1) 采用蒙特卡洛模拟法，在风险中性框架下以几何布朗运动为基础的预测数学模型，预测被收购业务在各种可能的或有对价情形下（如适用）实现财务目标的情况；以及 (2) 采用基于概率的方法，运用管理层的输入值和假设预测被收购业务实现人员目标的情况，其中包括向被收购方支付总额最高达260万美元的假设。估值的关键输入值包括：与财务目标相关的预测收入、收入波动率、折现率和折现期限，以及与人员目标相关的实现概率、折现期限和折现率。

截至2026年和2025年9月30日止九个月，金融工具公允价值层级第3级类别没有发生变动。

截至2026年和2025年9月30日止九个月，金融工具公允价值层级第1级、第2级或第3级类别之间没有发生转移。

非经常性按公允价值记录的金融工具

由于流动性或期限较短，本公司的部分金融工具按接近公允价值的金额入账。此类金融资产和金融负债包括：现金及现金等价物、受限现金、应收款项净额、某些其他资产、应付账款、应计价格保护负债、应计费用、应计薪酬成本及其他流动负债。

本公司的长期债务并非按经常性基础以公允价值入账，但为披露目的按公允价值计量（附注8）。

7. 资产负债表明细

现金、现金等价物及受限现金包括以下项目：


	2026年9月30日		2025年12月31日
	（单位：千美元）
现金及现金等价物	$	81,085			$	72,806
短期受限现金	1,359			1,419
长期受限现金	27,420			27,187
现金、现金等价物及受限现金总额	$	109,864			$	101,412

截至2026年9月30日和2025年12月31日，现金及现金等价物分别包括约200万美元和1,920万美元的货币市场基金。截至2026年9月30日和2025年12月31日，本公司的受限现金分别约为2,880万美元和2,860万美元。该现金因某些进口关税、办公室租赁和采购义务的担保而受到限制。

存货包括以下项目：


	2026年9月30日		2025年12月31日
	（单位：千美元）

在制品	$	79,013			$	47,598
制成品	34,709			30,506


	$	113,722			$	78,104


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

不动产及设备净额包括以下项目：


	使用年限（年）	2026年9月30日		2025年12月31日
		（千美元）
家具及固定装置	5	$	4,059			$	4,006
机器及设备	3-5	92,420			87,043
光罩及生产设备	5	67,099			66,044
软件	3	11,290			11,498
租赁物业改良	1-5	35,425			35,632
在建工程	不适用	2,168			2,516
		212,461			206,739
减：累计折旧和摊销		(171,185)			(157,866)
		$	41,276			$	48,873

截至2026年和2025年9月30日的三个月，折旧费用分别为540万美元和570万美元。截至2026年和2025年9月30日的九个月，折旧费用分别为1,680万美元和1,740万美元。

截至2026年9月30日，公司持有一笔应收供应商票据，金额为800万美元，前提是达到某些生产利用率目标，该票据应于2027年至2030年每年3月31日前按年偿还200万美元。应收票据的长期部分600万美元计入截至2026年9月30日和2025年12月31日的其他长期资产。

2026年1月5日，公司与一家非上市实体订立了一笔金额为200万美元的应收可转换票据。该应收可转换票据的年利率为3.87%，按年复利计息。除非提前转换，否则该票据到期日为2029年1月5日，并须于该日或之后随时偿还。未偿还本金及任何未付应计利息可在特定条件下转换为该实体的股份或偿还。若被投资方在下一轮至少1,000万美元的股权融资交割前达到指定里程碑，则该票据将在该融资交割时自动转换；在特定条件下，公司也可选择转换。若该实体未能在到期日前达到里程碑，公司可在到期日或之后随时选择偿还未偿还本金及应计利息，或将其转换为该实体的股份。截至2026年9月30日，金额为200万美元的应收可转换票据计入其他长期资产。

下表列示了应计价格保护负债的变动情况：


	截至9月30日的九个月
	2026		2025
	（千美元）
期初余额	$	26,493			$	43,401

作为收入抵减额计提	25,582			21,506

应计返利调整	(4,667)			(22,289)
付款	(17,041)			(8,779)
期末余额	$	30,367			$	33,839


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

应计费用及其他流动负债包括以下项目：


	2026年9月30日		2025年12月31日
	（千美元）


应计技术许可付款	$	4,079			$	3,687
应计专业服务费	2,472			6,882
应计工程及生产成本	13,635			8,469
应计重组费用	2,659			13,390


短期租赁负债	8,167			9,096

应计客户抵免额	8,453			6,398
所得税负债	444			511
客户合同负债	284			4,222
应计应付客户的价格调整款	14,428			11,922
应计客户库存轮换权义务	343			222
或有对价——流动部分	2,600			2,600
其他	6,911			4,993
	$	64,475			$	72,392

下表按组成部分汇总了累计其他综合收益（亏损）余额的变动：


	累计折算调整		养老金及其他设定受益计划义务		总计
	（以千计）
2025年12月31日余额	$	(327)			$	1,357		$	1,030
扣除税项后的重新分类前其他综合亏损	(389)			—			(389)


2026年9月30日余额	$	(716)			$	1,357		$	641

8. 债务及其他长期负债

债务

公司长期债务的账面金额包括以下各项：


	2026年9月30日		2025年12月31日
	（以千计）
本金余额：
2021年6月23日信贷协议项下的初始定期贷款	$	125,000			$	125,000
循环融资项下未偿借款	40,000			—


本金余额总额	165,000			125,000
减：
未摊销债务折价	(226)			(320)
未摊销债务发行成本	(712)			(1,062)
长期债务账面净额	164,062			123,618
减：长期债务流动部分	—			—
长期债务非流动部分	$	164,062			$	123,618

截至2026年9月30日和2025年12月31日，债务总额的加权平均实际利率分别约为7.0%和6.9%。

截至2026年9月30日和2025年9月30日止三个月，公司分别确认债务折价和债务发行成本摊销总额0.2百万美元和0.2百万美元，计入利息费用。截至9个月


目录	MAXLINEAR, INC. 合并财务报表附注（未经审计）

截至2026年和2025年9月30日止，公司分别确认债务折价和债务发行成本摊销总额0.5百万美元和0.5百万美元，计入利息费用。

The approximate aggregate fair value of the term loans outstanding as of September 30, 2026 and December 31, 2025 was $123.4 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 September 30, 2026, the outstanding principal balance of the Initial Term Loan was $125.0 million, which mature and become due and payable in full on June 23, 2028. As of September 30, 2026, the Company had drawn $40.0 million under the Revolving Facility, which amounts are included as long-term debt on the balance sheet. The carrying amount of borrowings under the Revolving Facility approximates fair value due to the variable interest rate applicable to the Revolving Facility under the Credit Agreement.

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, 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, dated July 31, 2020) and (ii) to pay fees and expenses incurred in connection therewith. The remaining proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement are available for general corporate purposes and the proceeds of the Revolving Facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries. Under the terminated amended and restated commitment letter with Wells Fargo Bank and other lenders entered into in connection with the previously pending (now terminated) merger with Silicon Motion (Note 3), the Company had expected to repay the remaining outstanding term loans under such agreement upon closing of the merger.

The June 23, 2021 Credit Agreement permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of (x) $175.0 million and (y) 100% of consolidated EBITDA, plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests. Incremental loans are subject to certain additional conditions, including obtaining additional commitments from the lenders then party to the June 23, 2021 Credit Agreement or new lenders.

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%. Prior to the Second Amendment, loans under the Revolving Facility bore interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted Term SOFR rate (as calculated above) plus an applicable margin of 1.00%. Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility ranged from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in the case of Term SOFR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. The Company is required to pay commitment fees of 0.25% per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. 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 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.

On April 22, 2026, the Company entered into an amendment to the Credit Agreement with the lenders party thereto and the Agent, or the Second Amendment. The Second Amendment amended the June 23, 2021 Credit Agreement 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 $30.0 million in incremental revolving commitments under the Revolving Facility and a $10.0 million Letter of Credit


Table of Contents	MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Commitment, (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 not to exceed 3.50:1.00 and (b) unrestricted cash plus available and undrawn commitments under the Revolving Facility in an amount of not less than $80.0 million, in each case, tested as of the last day of the 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.

The Company is required to make mandatory prepayments of the outstanding principal amount of term loans under the June 23, 2021 Credit Agreement, or as amended by the Second Amendment, the Amended Credit Agreement, with the net cash proceeds from the disposition of certain assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness. The Company has the right to prepay its term loans under the Amended Credit Agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.00% soft call premium applicable during the first six months following the closing date of the Amended Credit Agreement. The Initial Term Loan under the June 23, 2021 Credit Agreement will mature on June 23, 2028, at which time all outstanding principal and accrued and unpaid interest on the Initial Term Loan under the June 23, 2021 Credit Agreement must be repaid. The Revolving Facility will mature on March 23, 2028, at which time all outstanding principal and accrued and unpaid interest under the Revolving Facility must be repaid. The Company is also obligated to pay fees customary for a credit facility of this size and type.

The Company’s obligations under the Amended Credit Agreement are required to be guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the Amended Credit Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the subsidiary guarantors pursuant to a Security Agreement, dated as of June 23, 2021, by and among the Company, the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent.

The Amended Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its restricted subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments, make certain restricted payments, and sell assets, in each case, subject to limitations and exceptions set forth in the Amended Credit Agreement. The Company is also required to maintain (a) a total net leverage ratio not to exceed 3.50:1.00 and (b) unrestricted cash plus available and undrawn commitments under the Revolving Facility in an amount of not less than $80.0 million. As of September 30, 2026, the Company was in compliance with such covenants. The Amended Credit Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other indebtedness, covenant defaults, change in control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require immediate payment of all obligations under the Amended Credit Agreement and may exercise certain other rights and remedies provided for under the Amended Credit Agreement, the other loan documents and applicable law.

The debt is carried at its principal amount, net of unamortized debt discount and issuance costs, and is not adjusted to fair value each period. The issuance date fair value of the liability component of the debt in the amount of $350.2 million was determined using a discounted cash flow analysis, in which the projected interest and principal payments were discounted back to the issuance date of the term loan at a market interest rate for nonconvertible debt of 3.4%, which represents a Level 2 fair value measurement. The debt discount of $0.9 million and debt issuance costs of $2.9 million associated with the Initial Term Loan under the Amended Credit Agreement are being amortized to interest expense using the effective interest method over its seven-year term through June 23, 2028. Debt issuance costs of $0.4 million associated with the Revolving Facility were amortized to interest expense over its five-year original term through June 23, 2026, with the portion for incremental debt issuance costs of $0.5 million associated with the Second Amendment amortized to interest expense over the period from the date incurred through March 23, 2028.

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 $8.0 million were used to pay certain costs and expenses in connection with such claims, and are reflected as a long-term liability as of September 30, 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 September 30, 2026.


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9. Stock-Based Compensation

Common Stock

Each share of common stock is entitled to one vote per share and holders of the common stock vote as a single class of stock on any matter that is submitted to a vote of stockholders.

Employee Stock-Based Compensation Plans

At September 30, 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.

On May 20, 2026, an amendment and restatement of the 2010 Plan, or the Restated 2010 Plan, and an amendment and restatement of the ESPP, or the Restated ESPP, became effective upon approval by the Company’s stockholders. Concurrently, on May 20, 2026, the Company terminated the Inducement Plan. The Restated 2010 Plan reserves an aggregate of 18,791,651 shares of the Company’s common stock for issuance under the plan, expires in May 2036, and (1) requires stockholder approval to increase the maximum number of shares reserved and available for issuance under the Restated 2010 Plan, (2) prohibits share recycling, or add back to shares available for issuance under the Restated 2010 Plan, of shares of stock used to pay the exercise or purchase price of an award or to satisfy tax withholding obligations, and (3) prohibits option exchanges, re-pricings or cash buyouts of out-of-the money stock options. The Restated ESPP will remain in effect until it is terminated. The amendment and restatement of the ESPP also removes the annual automatic increase of the number of shares reserved and available for sale thereunder. As of September 30, 2026, the number of shares of common stock available for future issuance under the Restated 2010 Plan was 16,809,558 shares, including stock options and restricted stock unit awards outstanding at September 30, 2026 of 11,696,600 shares.

As of September 30, 2026, the number of shares of common stock available for future issuance under the ESPP was 7,766,912 shares.

As of September 30, 2026, the 615,080 shares subject to restricted stock unit awards outstanding as of September 30, 2026 remain available for future issuance under the terminated Inducement Plan.

Employee Incentive Bonus

The Company’s Executive Incentive Bonus Plan permits the settlement of awards under the plan in any combination of cash or shares of its common stock. The Company settles a majority of bonus awards for its employees, including executives, in shares of common stock under the Restated 2010 Plan. When bonus awards are settled in common stock issued under the Restated 2010 Plan, the number of shares issuable to plan participants is determined based on the closing price of the Company’s common stock as determined in trading on the applicable stock exchange, on a date approved by the Board of Directors. In connection with the Company’s bonus programs, in February 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, 2026, the Company had an accrual of $27.5 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.


Table of Contents	MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock-Based Compensation

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
	(in thousands)
Cost of net revenue	$	123			$	164		$	404	$	601
Research and development	9,143			9,750			29,353		32,031
Selling, general and administrative	10,558			11,597			37,573		24,903

	$	19,824			$	21,511		$	67,330	$	57,535

The total unrecognized compensation cost related to unvested restricted stock units as of September 30, 2026 was $87.2 million, and the weighted average period over which these equity awards are expected to vest is 1.96 years.

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of September 30, 2026 was $13.7 million, and the weighted average period over which these equity awards are expected to vest is 1.09 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, 2026 was $11.3 million, and the weighted average period over which these equity awards are expected to vest is 1.39 years.

Restricted Stock Units

A summary of the Company’s restricted stock unit activity for all equity plans is as follows:


	Number of Shares (in thousands)	Weighted-Average Grant-Date Fair Value per Share
Outstanding at December 31, 2025	7,649		$	19.89
Granted1	4,180		22.02

Vested2	(4,437)		20.74
Canceled3	(475)		18.88
Outstanding at September 30, 2026	6,917		$	20.70

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

(2) Includes approximately 123 thousand shares vested under the Inducement Plan at a weighted-average grant-date fair value per share of $14.00.

(3) Includes approximately 83 thousand shares canceled under the Inducement Plan at a weighted-average grant-date fair value per share of $15.30.

Performance-Based Restricted Stock Units

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

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


Table of Contents	MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

of the four tranches, each of which covers 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, as defined in the underlying agreement. 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 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. The Company’s relative percentile rank in net revenue is determined by ranking the individual companies in the Russell 3000 (including MaxLinear) in order of largest to smallest according to their revenue growth for the third year over baseline results, then calculating the percentile ranking of MaxLinear relative to other Russell 3000 companies. 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.

2024 and Prior Performance-Based Restricted Stock Units

For performance-based restricted stock units granted prior to 2025, the target number of units (100%) are eligible to vest when the annual growth rate in net revenue and non-GAAP diluted earnings per share (subject to certain adjustments) over baseline results relative to the growth rates for a peer group of companies for the same metrics and periods, equals or exceeds the 50th percentile.

The Company’s relative percentile rank in net revenue and non-GAAP diluted earnings per share is determined by ranking the designated peer group companies (including MaxLinear) from the highest to the lowest according to their annual growth rate in each metric for the performance year, then calculating the percentile ranking of MaxLinear relative to other companies in the designated peer group. If the Company’s relative percentile rank for each metric at year-end is less than the 25th percentile, no shares will vest. If the Company’s relative percentile rank for these metrics is greater than or equal to the 25th percentile, vesting may range from 50% up to a maximum 250% of target; 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. The maximum percentage for a particular metric is 250% of the target number of units subject to the award related to that metric, however, vesting of the performance stock units is capped at 30% and 100%, respectively, of the target number of units subject to the award in years one and two, respectively, of the three-year performance period. The number of shares granted is based on the maximum percentage achievable (250%) in the performance-based restricted stock unit award, in order to reserve an adequate number of shares for any potential future vesting.

As of September 30, 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.


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


	Number of Shares (in thousands)	Weighted-Average Grant-Date Fair Value per Share
Outstanding at December 31, 2025	3,333		$	19.58
Granted	623		18.47

Released	(83)		15.19

Canceled1	(1,021)		25.46
Outstanding at September 30, 2026	2,852		$	17.36

________________

(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 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, 2026 and 2025, there were 174,470 and 201,877 shares of common stock purchased under the ESPP at a weighted average price of $11.24 and $10.79, respectively.

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

Nine Months Ended September 30,

2026

2025

Weighted-average grant date fair value per share

$4.22 to $43.36

$5.24 to $6.00

Risk-free interest rate

3.77% to 3.81%

4.29% to 4.44%

Dividend yield

—

Expected life (in years)

0.49 to 0.51

0.50 to 0.51

Volatility

59.07% to 113.93%

92.19% to 95.74%

The risk-free interest rate assumption was based on rates for United States (U.S.) Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term is the duration of the offering period for each grant date. In addition, the estimated volatility incorporates the historical volatility over the expected term based on the Company’s daily closing stock prices.

Stock Options

A summary of the Company’s stock options activity is as follows:


	Number of Options (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2025	2,718		$	19.39


Exercised	(100)		18.76
Canceled	(200)		$	18.76
Outstanding at September 30, 2026	2,418		$	19.48		6.6	$	171,263
Vested and expected to vest at September 30, 2026	2,348		$	19.47		6.6	$	166,332
Exercisable at September 30, 2026	949		$	19.22		5.5	$	67,492

No options were granted during the nine months ended September 30, 2026 and 2025.


Table of Contents	MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The intrinsic value of stock options exercised was $0 and $0 in the three months ended September 30, 2026 and 2025, respectively. The intrinsic value of stock options exercised was $2.9 million and $0 in the nine months ended September 30, 2026 and 2025, respectively.

Cash received from exercise of stock options was $0 and $3.1 million in the three and nine months ended September 30, 2026, respectively, and negligible during each of the three and nine months ended September 30, 2025.

The tax benefit from stock options exercised was $0 and $0 during the three months ended September 30, 2026 and 2025, respectively. The tax benefit from stock options exercised was $0.6 million and $0 during the nine months ended September 30, 2026 and 2025, respectively.

10. Income Taxes

The provision for income taxes primarily relates to projected federal, state, and foreign income taxes. To determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. In addition, the tax effects of certain significant or unusual items are recognized discretely in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

The Company utilizes the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates expected to be in effect during the years in which the temporary differences reverse. The Company records a valuation allowance to reduce its deferred taxes to the amount it believes is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. Based upon the Company’s review of all positive and negative evidence, the Company continues to have a valuation allowance on its state deferred tax assets, certain of its federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where the Company has cumulative losses or otherwise is not expected to utilize certain tax attributes. The Company does not incur expense or benefit in certain tax-free jurisdictions in which it operates.

The Company recorded an income tax benefit of $0.7 million in the three months ended September 30, 2026 and an income tax provision of $2.1 million in the three months ended September 30, 2025. The Company recorded an income tax provision of $17.4 million in the nine months ended September 30, 2026 and an income tax benefit of $1.3 million in the nine months ended September 30, 2025.

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, 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, 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.

Income tax positions must meet a more-likely-than-not threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are de-recognized in the first financial reporting period in which that threshold is no longer met. The Company records potential penalties and interest accrued related to unrecognized tax benefits within the consolidated statements of operations as income tax expense.

During the nine months ended September 30, 2026, the Company’s unrecognized tax benefits increased by $2.5 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, 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, 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.


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The Company’s subsidiary in Singapore operates under certain tax incentives in Singapore, which are generally effective through March 2027, and are conditional upon meeting certain employment and investment thresholds in Singapore. Under the incentives, qualifying income derived from certain sales of the Company’s integrated circuits is taxed at a concessionary rate over the incentive period, and there are reduced Singapore withholding taxes on certain intercompany royalties during the incentive period. During the quarter ended December 31, 2024, the Company recorded a full valuation allowance against its Singapore deferred tax assets. No current income tax provision was recorded in Singapore for the nine months ended September 30, 2026 and 2025 due to the continuing Singapore loss position, while no deferred tax benefit was recognized on the Singapore net loss and deductible temporary differences for the three and nine months ended September 30, 2026 and 2025 due to the full valuation allowance.

11. Concentration of Credit Risk, Significant Customers and Geographic Information

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Collateral is generally not required for customer receivables. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents.

Significant Customers

The Company markets its products and services to manufacturers of a wide range of electronic devices (Note 1). The Company sells its products both directly to end-customers and through third-party distributors, both of which are referred to as the Company’s customers (Note 12). Revenue is also generated from sales of intellectual property, and the recipients of such intellectual property are also referred to as the Company’s customers. The Company makes periodic evaluations of the credit worthiness of its customers.

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,
	2026	2025		2026		2025
Percentage of total net revenue
Customer A	*	18	%		10	%		17	%

Customer B	*	11	%		*		13	%

____________________________

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

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


	September 30, 2026		December 31, 2025
Percentage of gross accounts receivable

Customer C	15	%		26	%
Customer D	15	%		*
Customer E	12	%		14	%

Customer F	*		10	%
Customer G	*		10	%

____________________________

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


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Significant Suppliers

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Vendor A	52	%		34	%		54	%		33	%
Vendor B	*		25	%		12	%		23	%
Vendor C	*		18	%		*		15	%

____________________________

* 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 (dollars in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
	Amount		% of total net revenue		Amount		% of total net revenue		Amount		% of total net revenue		Amount	% of total net revenue
Asia	$	194,509			89	%		$	105,592			83	%	$	443,689		85	%	$	267,971	81	%
Europe	13,133			6	%		16,343			13	%		44,450		8	%	47,398		14	%
United States	8,165			4	%		3,565			3	%		31,654		6	%	14,317		4	%
Rest of world	2,250			1	%		959			1	%		4,299		1	%	1,519		1	%
Total	$	218,057			100	%		$	126,459			100	%	$	524,092		100	%	$	331,205	100	%

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Percentage of total net revenue
Hong Kong	52	%		46	%		50	%		48	%
Mainland China	12	%		*		12	%		*


Vietnam	12	%		15	%		11	%		12	%

____________________________

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

The determination of which country a particular sale is allocated to is based on the destination of the product shipment. No other individual country accounted for more than 10% of net revenue during these periods. Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong, mainland China, and Vietnam, the Company believes that a significant number of the systems designed by customers and incorporating the Company’s semiconductor products are subsequently sold outside Asia to Europe, Middle East, and Africa markets and North American markets.

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


	September 30, 2026		December 31, 2025

	Amount		% of total		Amount		% of total
United States	$	323,167			76	%		$	319,478			74	%
Singapore	79,605			19	%		92,519			21	%
Rest of world	19,233			5	%		19,862			5	%
Total	$	422,005			100	%		$	431,859			100	%


Table of Contents	MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

12. Revenue from Contracts with Customers

Revenue by Market

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025

Infrastructure	$	124,907			$	40,343			$	272,737		$	101,613
% of net revenue	57	%		32	%		52	%		31	%
Broadband	53,345			58,236			141,853			146,675
% of net revenue	24	%		46	%		27	%		44	%
Connectivity	24,713			18,968			67,276			59,944
% of net revenue	11	%		15	%		13	%		18	%
Industrial and multi-market	15,092			8,912			42,226			22,973
% of net revenue	7	%		7	%		8	%		7	%
Total net revenue	$	218,057			$	126,459			$	524,092		$	331,205

Revenues from sales through the Company’s distributors accounted for 48% and 36% of net revenue for the three months ended September 30, 2026 and 2025, respectively. Revenues from sales through the Company’s distributors accounted for 48% and 35% of net revenue for the nine months ended September 30, 2026 and 2025, respectively.

Contract Liabilities

As of September 30, 2026 and December 31, 2025, customer contract liabilities were approximately $0.3 million and $4.2 million, respectively, and consisted primarily of advance payments received for which performance obligations have not been completed. The decrease in customer contract liabilities was due to recognition of revenue in the nine months ended September 30, 2026, which was previously in the contract liability balance as of the beginning of the period.

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

As of September 30, 2026 and December 31, 2025, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $30.4 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, 2026 were $14.4 million and $0.3 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).

As of September 30, 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, 2026 and December 31, 2025, there were no credit losses recorded on customer accounts receivable.

13. Leases

Operating Leases

Operating lease arrangements primarily consist of office leases expiring in various years through 2033. These leases have original terms of approximately 2 to 8 years and some contain options to extend the lease up to 5 years or terminate the lease, which are included in right-of-use assets and lease liabilities when the Company is reasonably certain it will renew the underlying leases. Since the implicit rate of such leases is unknown and the Company is not reasonably certain to renew its leases, the Company has elected to apply a collateralized incremental borrowing rate to facility leases on the original lease term


Table of Contents	MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

in calculating the present value of future lease payments. As of September 30, 2026 and December 31, 2025, the weighted average discount rate for operating leases was 4.2% and 4.6%, respectively, and the weighted average remaining lease term for operating leases was 3.6 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 September 30, 2026:


	Operating Leases
	(in thousands)
2026 (3 months)	$	2,364
2027	8,833
2028	4,862
2029	3,687
2030	1,927
Thereafter	2,898
Total minimum payments	24,571
Less: imputed interest	(2,553)
Less: unrealized translation loss	(75)
Total lease liabilities	21,943
Less: short-term lease liabilities	(8,167)
Long-term lease liabilities	$	13,776

Operating lease cost was $2.1 million and $2.2 million for the three months ended September 30, 2026 and 2025, respectively. Operating lease cost was $6.5 million and $6.8 million for the nine months ended September 30, 2026 and 2025, respectively.

Short-term lease costs for the three and nine months ended September 30, 2026 and 2025 were not material.

Supplemental Disclosure of Non-Cash Lease Activities

There were $0.1 million and $0 of right-of-use assets obtained in exchange for new lease liabilities for the three months ended September 30, 2026 and 2025, respectively. There were $8.3 million and $2.0 million of right-of-use assets obtained in exchange for new lease liabilities for the nine months ended September 30, 2026 and 2025, respectively.

14. Commitments and Contingencies

Inventory Purchase and Other Contractual Obligations

As of September 30, 2026, future minimum payments under inventory purchase and other obligations are as follows (in thousands):


	Inventory Purchase Obligations		Other Obligations		Total
2026 (3 months)	$	88,690			$	11,384		$	100,074
2027	184,277			27,025			211,302
2028	—			21,846			21,846
2029	—			10,898			10,898
2030	—			647			647
Thereafter	—			2,789			2,789
Total minimum payments	$	272,967			$	74,589		$	347,556

Other obligations consist primarily of contractual payments due for software licenses. Total inventory purchase and other contractual obligations increased from $209.6 million as of December 31, 2025 to $347.6 million as of September 30, 2026 driven by increased sales demand, which resulted in incremental purchase orders, and incremental software licenses.


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Jointly Funded Research and Development

From time to time, the Company enters into contracts for jointly funded research and development projects to develop technology that may be commercialized into a product in the future and receives payments as milestones under the contracts are met. If the Company is required to repay all or a portion of the funds provided by the other parties under certain conditions, the Company defers such funds in other long-term liabilities. As of September 30, 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.

Dispute with Silicon Motion

As previously disclosed, on July 26, 2023, MaxLinear terminated the Merger Agreement on multiple grounds (Note 3). On August 16, 2023, Silicon Motion delivered to MaxLinear a notice, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration before the Singapore International Arbitration Centre to seek damages from MaxLinear arising from MaxLinear’s alleged breaches of the Merger Agreement. Silicon Motion’s position is that MaxLinear’s Willful and Material Breaches (as such term is defined in the Merger Agreement) of the Merger Agreement prevented the Merger from being completed by August 7, 2023, and that MaxLinear is consequently liable for substantial monetary damages in excess of the termination fee as provided in the Merger Agreement.

On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that MaxLinear breached the Merger Agreement. Silicon Motion seeks payment of the termination fee, additional damages, fees, and costs. The arbitration is confidential.

MaxLinear believes that it properly terminated the Merger Agreement. MaxLinear remains confident in its decision and will vigorously defend its right to terminate the Silicon Motion transaction without penalty.

Silicon Motion Stockholder Litigation

MaxLinear and certain of its officers have been named as defendants in three lawsuits brought by stockholders of Silicon Motion.

On August 31, 2023, a Silicon Motion stockholder filed a putative class action complaint in the United States District Court for the Southern District of California captioned Water Island Event-Driven Fund v. MaxLinear, Inc., No. 23-cv-01607 (S.D. Cal.), against MaxLinear and certain of its current officers. The complaint included two claims: (1) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; and (2) an alleged violation of Section 20(a) of the Exchange Act. On December 20, 2023, the court appointed the lead plaintiffs, who filed the Consolidated Complaint on February 15, 2024. The Consolidated Complaint alleged that the defendants made false and misleading statements and/or omitted material facts that MaxLinear had a duty to disclose, concerning the Company’s intention to close the merger with Silicon Motion. On August 28, 2024, the court granted the defendants’ motion to dismiss, holding that the plaintiffs lacked standing to sue MaxLinear and its officers. The case was dismissed without prejudice.

On September 18, 2024, the plaintiffs filed an Amended Consolidated Complaint, or the Amended Complaint. The Amended Complaint includes the same two claims as alleged in the Consolidated Complaint and makes similar factual allegations against the MaxLinear defendants, but added Silicon Motion and certain of its officers as additional defendants. On July 15, 2025, the court dismissed the Amended Complaint, “with prejudice”. The plaintiffs cannot amend the Amended Complaint.

On 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. The plaintiffs filed their reply brief on April 13, 2026.

On June 13, 2024, HBK Master Fund L.P. and HBK Merger Strategies Master Fund L.P., stockholders of Silicon Motion, or collectively, the HBK Plaintiffs, filed an additional complaint in the United States District Court for the Southern District of California captioned HBK Master Fund L.P. v. MaxLinear, Inc., No. 24-cv-01033 (S.D. Cal.), against MaxLinear and certain of its current officers, which also alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act, and other violations. The complaint alleges that the defendants concealed their intention to terminate the merger with Silicon Motion from Silicon Motion’s shareholders. The complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other equitable or injunctive relief that the court deems appropriate. On January 2, 2025, the court granted the defendants’ motion to dismiss holding that the plaintiffs lacked standing to sue MaxLinear and its officers. The case was dismissed without prejudice.


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On January 17, 2025, the HBK Plaintiffs filed an amended complaint, including the same two claims as alleged previously with similar factual allegations. The amended complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other relief that the court deems appropriate. On February 18, 2025, the MaxLinear defendants filed a motion to dismiss this amended complaint. On September 17, 2025, the court dismissed all but one claim under the plaintiffs' amended complaint. MaxLinear intends to continue to vigorously defend its position.

On May 14, 2026, the HBK Plaintiffs filed a complaint and jury demand in the Superior Court of California, County of San Diego captioned HBK Master Fund L.P. and HBK Merger Strategies Master Fund L.P. vs. MaxLinear, Inc., Kishore Seendripu, Steven Litchfield, and Leslie Green, Case No. 26CL026719N (Superior Court of CA). These are the same plaintiffs suing based on the same set of facts as the case that was filed in the United States District Court for the Southern District of California, arising from the terminated merger with Silicon Motion. The complaint alleges that the defendants falsely assured the plaintiffs and other investors that they would complete the merger upon regulatory approval despite their internal plans otherwise. The complaint alleges common law fraud, statutory fraud pursuant to Civil Code sections 1709, 1710, and 1711, negligent misrepresentation, tortious interference with prospective economic advantage, and negligent interference with prospective economic advantage. The plaintiffs request compensatory damages, punitive damages, attorneys' fees and costs, and such other relief as the court may deem just and proper. MaxLinear intends to vigorously defend these claims.

MaxLinear Stockholder Litigation

On February 12, 2025, the plaintiff, Joshua M. Steffens, brought a shareholder derivative action on behalf of MaxLinear in the United States District Court for the Southern District of California, against current and former members of MaxLinear’s Board of Directors and certain of its executive officers. The complaint alleges breach of fiduciary duties and violation of federal securities laws. This is a follow-on derivative lawsuit alleging that the defendants concealed their intention to terminate the merger with Silicon Motion, leading to the filing of the Silicon Motion stockholder lawsuits referenced above, thereby causing harm to MaxLinear. The complaint seeks money damages, directing the individual defendants to account for all damages caused by them and all profits, special benefits and unjust enrichment they have obtained as a result of their unlawful conduct, including all salaries, bonuses, fees, stock award, options and common stock sale proceeds, and imposing a constructive trust thereon, punitive damages, costs and expenses, and such other relief that the court deems appropriate. This matter is stayed pending resolution of the Silicon Motion stockholder lawsuits referenced above.

Comcast Litigation

On December 1, 2023, MaxLinear filed claims against Comcast Management, LLC and Comcast Cable Communications, LLC, or together, Comcast, in the United States District Court for the Southern District of New York. MaxLinear alleges that in 2020, MaxLinear shared its proprietary design and know-how for a full-duplex, or FDX, amplifier with Comcast in the hope of securing future business with Comcast. MaxLinear shared its design and know-how on several occasions, all pursuant to a non-disclosure agreement between MaxLinear and Comcast, with the expectation that Comcast would keep the information confidential. MaxLinear alleges that Comcast needed this technology in order to effectively compete with fiber-optic internet providers. Instead of engaging MaxLinear to develop the FDX amplifier, Comcast allegedly shared MaxLinear’s proprietary designs with MaxLinear’s direct competitor. Comcast allegedly then worked with MaxLinear’s competitor to develop the FDX-amplifier technology. MaxLinear brought claims for trade secret misappropriation, unfair competition, and breach of the parties’ non-disclosure agreement, and it sought an unspecified amount of compensatory damages, punitive damages, pre-judgment and post-judgment interest, costs, expenses, and attorney fees as well as an injunction against Comcast’s use or disclosure of MaxLinear’s trade secrets.

On March 19, 2024, Comcast amended its claims for declaratory judgments, indemnification, and breach of the implied covenant of good faith and fair dealing, and on April 3, 2024, MaxLinear moved to dismiss all claims against it. On September 19, 2024, the court granted the motion to dismiss with respect to certain claims for declaratory judgment claim and denied the motion to dismiss with respect to the remaining claims. On September 23, 2024, Comcast filed amended claims for declaratory judgment, indemnification, and breach of the implied covenant of good faith and fair dealing, and on October 14, 2024, MaxLinear amended and refiled its trade secret and related claims. MaxLinear intends to continue to vigorously prosecute its claims and defend its position.

Dish Litigation

On February 10, 2023, Entropic Communications, LLC, or Entropic, filed claims for patent infringement against Dish Network Corporation, Dish Network LLC, Dish Network Service, LLC, and Dish Network California Service Corporation in the United States District Court for the Central District of California. At that time, MaxLinear was not a party to the action. On September 21, 2023, Dish Network California Service Corporation, or Dish California, filed four counterclaims against MaxLinear. The four claims are declaratory judgment, breach of contract, fraud and negligent misrepresentation, and civil conspiracy.


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On January 31, 2024, the Dish defendants, together with DISH Technologies L.L.C., or collectively, Dish, filed eight counterclaims (amended counterclaims for Dish California) against MaxLinear. The eight counterclaims were (1) breach of contract, (2) fraud and negligent misrepresentation, (3) fraud arising from a civil conspiracy, (4) quasi-contract for restitution/unjust enrichment, (5) combination in restraint of trade, (6) violation of the Cartwright Act (by Dish California only), (7) patent misuse, and (8) violation of Cal. Bus. & Prof. Code § 17200 et seq. Dish’s eight counterclaims revolve around a core allegation that MaxLinear is a member of the Multimedia over Coax Alliance (MoCA) and that MaxLinear violated its obligation under MoCA’s Intellectual Property Rights Policy, or IPR Policy, by acting with Entropic to rid the asserted patents of the RAND encumbrances. Dish seeks an unspecified amount of compensatory damages, disgorgement, attorneys’ fees, experts’ fees, and costs.

On February 14, 2025, the court dismissed with prejudice six of the eight counterclaims against MaxLinear, as follows: (1) fraud arising from a civil conspiracy, (2) quasi-contract for restitution/unjust enrichment, (3) combination in restraint of trade, (4) violation of the Cartwright Act (by Dish California only), (5) patent misuse, and (6) violation of Cal. Bus. & Prof. Code § 17200 et seq.

On July 2, 2026, Dish filed a Notice of Bankruptcy Filing and Automatic Stay of Proceedings in this pending litigation. Pursuant to court order, the action between Entropic, Dish, and MaxLinear is stayed until November 2, 2026.

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

Cox Litigations

On February 10, 2023, Entropic sued Cox Communications, Inc., CoxCom, LLC, and Cox Communications California, LLC, or together, Cox, in two separate actions in the United States District Court for the Central District of California. On October 6, 2023, Cox filed counterclaims against MaxLinear in each of the two actions.

In the first action, Cox alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by allegedly failing to ensure that Cox would be offered a FRAND license for these patents. Cox amended its counterclaims on January 9, 2024 and asserted claims of breach of contract, unjust enrichment, and declaratory judgment against MaxLinear. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs. MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.

On February 14, 2025, the court dismissed with prejudice the unjust enrichment counterclaim against MaxLinear.

In the second action, in response to Entropic suing Cox for patent infringement, Cox filed counterclaims against MaxLinear. Cox alleges that MaxLinear granted CableLabs a non-exclusive, royalty-free license to all patents essential for compliance with DOCSIS specifications. It further alleges that MaxLinear breached this agreement when MaxLinear assigned certain patents to Entropic. Cox amended its counterclaims on January 9, 2024 and asserted claims for breach of contract, unjust enrichment, and declaratory judgment. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs. MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.

On February 14, 2025, the court dismissed with prejudice all the counterclaims against MaxLinear in this matter. There are no longer any viable counterclaims pending against MaxLinear in this second action.

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

DIRECTV Litigation

On November 7, 2023, Entropic filed an amended complaint against DIRECTV, LLC, AT&T, Inc., AT&T Services, Inc., and AT&T Communications, LLC, in the Central District of California, for infringement of twelve patents. DIRECTV, LLC, or DIRECTV, filed its answer to the amended complaint on March 28, 2025. DIRECTV’s answer asserted five counterclaims against MaxLinear. The counterclaims against MaxLinear include two separate breach of contract claims, failure to negotiate in good faith, and declaratory judgment that MaxLinear’s transfer of patents to Entropic was void. MaxLinear intends to vigorously defend its position against these counterclaims.

* * *

The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of September 30, 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


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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 and could have a material effect on the Company’s results of operations; however, a reasonable estimate of the amount or range of such loss cannot be made at this time.

Other Matters

From time to time, the Company is subject to threats of litigation or actual litigation in the ordinary course of business as described above, some of which may be material. Results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation and claims can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

15. Segment Reporting

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Net revenue	$	218,057			$	126,459		$	524,092	$	331,205
Cost of net revenue	89,987			54,558			219,475		143,948
Gross profit	128,070			71,901			304,617		187,257

Less:
Employee related	69,749			71,776			213,419		194,522
Depreciation and amortization	3,891			4,291			11,760		13,295
Design and prototype expenses	15,986			9,948			40,686		29,796
Professional fees	3,706			11,690			16,690		24,184
Occupancy expenses	4,257			4,221			12,437		12,735
Restructuring expenses	254			11,264			792		24,723


Interest and other (income) expense, net	2,057			2,099			5,865		11,093
Income tax expense (benefit)	(732)			2,097			17,443		(1,307)
Segment net income (loss)	$	28,902			$	(45,485)		$	(14,475)	$	(121,784)

16. 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 nine months ended September 30, 2026, the Company did not repurchase any of its common stock under the repurchase program. As of September 30, 2026, approximately $55.0 million remained available for repurchase under the program.

17. Subsequent Event

On October 16, 2026, the Company entered into an amendment to the Credit Agreement with the lenders party thereto and the Agent, or the Third Amendment. The Third Amendment amended the June 23, 2021 Credit Agreement (Note 8) to, among other things, provide for $70 million in incremental revolving credit commitments, or Incremental Commitments, under the Revolving Facility. After giving effect to the Incremental Commitments, the Revolving Facility provides for total revolving commitments in an aggregate principal amount of up to $200 million. The Third Amendment also amends the Company’s

liquidity covenant by reducing the threshold thereunder from $80 million to $60 million. 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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Annual Report”) and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 in the section titled “Risk Factors.”

Overview

We are a provider of communications systems-on-chips, or SoCs, solutions used in data center, broadband, mobile and wireline infrastructure, and industrial and multi-market applications. We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. Our ability to design analog and mixed-signal circuits in complementary metal-oxide-semiconductors, or CMOS, allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition. These solutions also enable shorter design cycles, significant design flexibility and low system-level cost across a range of markets.

Our customers primarily include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, which incorporate our products in a wide range of electronic devices. Examples of such devices include 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 network, or PON, radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; and digital subscriber line, or DSL; as well as power management and interface products used in these and many other markets. In addition, we generate revenue from certain intellectual property sale agreements.

In the nine months ended September 30, 2026, net revenue was $524.1 million, which was derived in part from sales of high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, RF receivers and RF receiver SoC and connectivity solutions into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications. We have experienced growth in sales demand across our infrastructure, connectivity, and industrial and multi-market end markets driven by new product wins and market growth, particularly in our data center-oriented infrastructure revenue. We continue to develop and innovate with new products for new solutions in all of our end markets using advanced semiconductor process nodes, while addressing opportunities capturing and processing high-speed optical interconnect signals and high quality broadband communications.

Products shipped to Asia accounted for 85% and 81% of net revenue during the nine months ended September 30, 2026 and 2025, respectively. Although a large percentage of our products is shipped to Asia, we believe that a significant number of the systems designed by these customers and incorporating our semiconductor products are then sold outside Asia. For example, revenue generated from sales of our products during the nine months ended September 30, 2026 and 2025 related principally to sales to Asian ODMs and contract manufacturers delivering products into European and North American markets. To date, all of our sales have been denominated in United States dollars.

A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products. Sales of products to customers comprise both direct sales to customers and indirect sales through distributors. In the nine months ended September 30, 2026, one customer accounted for 10% of our net revenue, and our ten largest customers collectively accounted for 56% of our net revenue. For certain customers, we sell multiple products into disparate end user applications such as PON outdoor units, or PON ODUs, Wi-Fi routers, broadband gateways, and cable modems.

Our business depends on winning competitive selection processes, known as design wins, to develop integrated circuits for use in our customers’ products. These selection processes are typically lengthy, and as a result, our sales cycles will vary

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based on the specific market served, whether the design win is with an existing or a new customer and whether our product being designed in our customer’s device or system is a first generation or subsequent generation product. Our customers’ products can be complex and, if our engagement results in a design win, can require significant time to move into volume production. Because the sales cycle for our products is long, we can incur significant design and development expenditures in circumstances where we do not ultimately recognize any revenue. We do not have any long-term purchase commitments with any of our customers, all of whom purchase our products on a purchase order basis. Once one of our products is incorporated into a customer’s design, however, we believe that our product is likely to remain a component of the customer’s product for its life cycle because of the time and expense associated with redesigning the product or substituting an alternative chip. Product life cycles in our target markets will vary by application. Typical design-ins can have a product life cycle of 24 to 60 months.

Terminated Silicon Motion Merger

On May 5, 2022, we entered into an agreement and plan of merger, or the Merger Agreement, with Silicon Motion Technology Corporation, or Silicon Motion, an exempted company with limited liability incorporated under the Law of the Cayman Islands, pursuant to which, subject to the terms and conditions thereof, we agreed to acquire Silicon Motion pursuant to a statutory merger of Shark Merger Sub, a wholly-owned subsidiary of MaxLinear, with and into Silicon Motion, with Silicon Motion surviving the merger as a wholly-owned subsidiary of MaxLinear. Silicon Motion is a provider of NAND flash controllers for solid state drives and other solid state storage devices.

On July 26, 2023, we terminated the Merger Agreement and notified Silicon Motion that we were relieved of our 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. Under the terms of the Merger Agreement, MaxLinear was not required to pay a break-up fee or other fee as a result of the termination of the Merger Agreement on these grounds. On August 16, 2023, Silicon Motion delivered a notice to us, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration to seek damages from us arising from our alleged breaches of the Merger Agreement. Undefined capitalized terms in this paragraph have the same meaning as in the Merger Agreement.

On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that we breached the Merger Agreement. See Note 14, Commitments and Contingencies of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on legal proceedings related to the termination of the Merger Agreement.

Recent Developments

Third Amendment to Credit Agreement

On October 16, 2026, MaxLinear entered into an Amendment No. 3 to Credit Agreement (the “Third Amendment”), by and among MaxLinear, Exar Corporation, a Delaware corporation and a wholly-owned subsidiary of MaxLinear, MaxLinear Communications, LLC, a Delaware limited liability company and a wholly-owned subsidiary of MaxLinear, the lenders party thereto and Agent. The Third Amendment amends the Credit Agreement, by and among MaxLinear, the lenders from time to time party thereto and the Agent, to, among other things, provide for $70 million in incremental revolving credit commitments (the “Incremental Commitments”) under the Revolving Facility. After giving effect to the Incremental Commitments, the Revolving Facility provides for total revolving commitments in an aggregate principal amount of up to $200 million. The Third Amendment also amends MaxLinear’s liquidity covenant by reducing the threshold thereunder from $80 million to $60 million. The proceeds of the Revolving Facility may be used for working capital and general corporate purposes.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which are prepared in accordance with accounting principles that are generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those related to business combinations, revenue

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recognition, inventory valuation, production masks, goodwill and other intangible assets valuation, and income taxes. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known.

We believe that the accounting policies and estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting policies and estimates. Accordingly, those are the policies and estimates we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

For a summary of our critical accounting policies and estimates, refer to Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2025, which we filed with the Securities and Exchange Commission, or SEC, on January 29, 2026, or our Annual Report. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2026.

Recently Adopted Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements as of the date of this report, if any.

Recently Issued Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements not yet adopted as of the date of this report, if any.

Results of Operations

The following describes the line items set forth in our unaudited consolidated statements of operations.

Net Revenue. Net revenue is generated from sales of radio-frequency, analog, digital, and mixed-signal integrated circuits and intellectual property for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications, as well as patent and intellectual property licenses. A significant portion of our sales is to distributors, who then resell our products.

Cost of Net Revenue. Cost of net revenue includes the cost of finished silicon wafers processed by third-party foundries; costs associated with our outsourced packaging and assembly, test and shipping; costs of personnel, including salaries, benefits, and stock-based compensation; equipment associated with manufacturing support, logistics and quality assurance; amortization of acquired developed technology and purchased licensed technology intangible assets; inventory fair value adjustments, if any; amortization of certain production mask costs and IP license costs; cost of production load boards and sockets; and an allocated portion of our occupancy costs.

Research and Development. Research and development, or R&D, expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, new product engineering mask costs, prototype integrated circuit packaging and test costs, CAD software license costs, intellectual property license costs, reference design development costs, development testing and evaluation costs, depreciation expense, and allocated occupancy costs, partially offset by income from joint R&D projects and/or governmental R&D grants, if any. Research and development activities include the design of new products, refinement of existing products and design of test methodologies to ensure compliance with required specifications. All research and development costs are expensed as incurred. Income from joint R&D projects and governmental R&D grants are reflected as a credit to research and development expense when such income has been earned and any contingencies associated with retaining such income have been resolved.

Selling, General and Administrative. Selling, general and administrative expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, amortization of certain acquired intangible assets, merger, acquisition and integration costs, if any, third-party sales commissions, field application engineering support, travel costs, professional and consulting fees, legal fees, depreciation expense and allocated occupancy costs.

Restructuring Charges. Restructuring charges consist of severance, lease and leasehold impairment charges, and other charges related to restructuring plans.

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Interest and Other Income (Expense), Net. Interest and other income (expense), net includes interest income, interest expense and other income (expense). Interest income consists of interest earned on our cash, cash equivalents and restricted cash balances. Interest expense consists of interest accrued on debt and amortization of discounts on debt and other liabilities. Other income (expense) generally consists of income (expense) generated from non-operating transactions.

Income Tax Provision (Benefit). We make certain estimates and judgments in determining income taxes for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expenses for tax and financial statement purposes and the realizability of assets in future years.

The following table sets forth our consolidated statement of operations data as a percentage of net revenue for the periods indicated:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026	2025
Net revenue	100	%		100	%	100	%	100	%
Cost of net revenue	41			43		42		43
Gross profit	59			57		58		57
Operating expenses:
Research and development	28			43		32		47
Selling, general and administrative	17			38		24		36

Restructuring charges	—			9		—		7
Total operating expenses	45			90		56		90
Income (loss) from operations	14			(33)		2		(34)
Interest income	—			1		—		1
Interest expense	(1)			(2)		(1)		(2)

Other income (expense), net	—			—		—		(2)
Total other income (expense), net	(1)			(2)		(1)		(3)
Income (loss) before income taxes	13			(34)		1		(37)
Income tax provision (benefit)	—			2		3		—
Net income (loss)	13	%		(36)	%	(3)	%	(37)	%

Net Revenue


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		$ Change		% Change	2026		2025				$ Change			% Change
	(dollars in thousands)				(dollars in thousands)
Infrastructure	$	124,907			$	40,343		$	84,564			210	%		$	272,737		$	101,613	$	171,124	168	%
% of net revenue	57	%		32	%					52	%		31	%
Broadband	53,345			58,236			(4,891)		(8)	%		141,853			146,675				(4,822)	(3)	%
% of net revenue	24	%		46	%					27	%		44	%
Connectivity	24,713			18,968			5,745		30	%		67,276			59,944				7,332	12	%
% of net revenue	11	%		15	%					13	%		18	%
Industrial and multi-market	15,092			8,912			6,180		69	%		42,226			22,973				19,253	84	%
% of net revenue	7	%		7	%					8	%		7	%
Total net revenue	$	218,057			$	126,459		$	91,598			72	%		$	524,092		$	331,205	$	192,887	58	%

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Net revenue increased $91.6 million to $218.1 million for the three months ended September 30, 2026, as compared to $126.5 million for the three months ended September 30, 2025, driven by increased demand in our data center infrastructure, industrial and multi-market and connectivity categories, partially offset by declines in the volume of sales in broadband markets. The increase in infrastructure net revenue of $84.6 million was driven by increases in the volume of shipments of optical, products for data center applications, high-performance analog, and wireless backhaul products. The decrease in broadband net revenue of $4.9 million was driven by decreases in the volume of cable data and broadband SoC shipments as customers transition to new standards. The increase in industrial and multi-market net revenue of $6.2 million was driven by increased volume of shipments of high-performance analog and component products in this category. The increase in connectivity net revenue of $5.7 million was driven by increases in the volume of Wi-Fi and ethernet product shipments. Price changes did not have a material impact to revenues period over period.

Net revenue increased $192.9 million to $524.1 million for the nine months ended September 30, 2026, as compared to $331.2 million for the nine months ended September 30, 2025, driven by increased demand in our infrastructure, industrial and multi-market, and connectivity categories, partially offset by declines in the volume of sales in broadband markets. The increase in infrastructure net revenue of $171.1 million was driven by increases in the volume of shipments of optical, products for data center applications. high-performance analog, and wireless backhaul and access products. The decrease in broadband net revenue of $4.8 million was driven by decreases in the volume of cable data shipments, driven by a customer's transition to a new standard, partially offset by an increase in the volume of PON SoC shipments in this category. The increase in industrial and multi-market net revenue of $19.3 million was driven by increased volume of shipments of high-performance analog and component products in this category. The increase in connectivity net revenue of $7.3 million was driven by increases in the volume of Wi-Fi product shipments. Price changes did not have a material impact to revenues period over period.

Cost of Net Revenue and Gross Profit


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		$ Change		% Change	2026		2025				$ Change			% Change
	(dollars in thousands)				(dollars in thousands)
Cost of net revenue	$	89,987			$	54,558		$	35,429			65	%		$	219,475		$	143,948	$	75,527	52	%
% of net revenue	41	%		43	%					42	%		43	%
Gross profit	128,070			71,901			56,169		78	%		304,617			187,257				117,360	63	%
% of net revenue	59	%		57	%					58	%		57	%

Cost of net revenue increased $35.4 million to $90.0 million for the three months ended September 30, 2026, as compared to $54.6 million for the three months ended September 30, 2025. The increase was driven by an increase in the volume of sales as described above under “Net Revenue”. Gross profit percentage improved for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, due to product mix.

Cost of net revenue increased $75.5 million to $219.5 million for the nine months ended September 30, 2026, as compared to $143.9 million for the nine months ended September 30, 2025. The increase was driven by an increase in the volume of sales as described above under “Net Revenue”. Gross profit percentage improved for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, due to product mix.

We currently expect that gross profit percentage will fluctuate in the future, from period-to-period, based on changes in product mix, average selling prices, and average manufacturing costs.

Research and Development


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		$ Change		% Change	2026		2025				$ Change			% Change
	(dollars in thousands)				(dollars in thousands)
Research and development	$	60,642			$	54,252		$	6,390			12	%		$	169,837		$	156,908	$	12,929	8	%
% of net revenue	28	%		43	%					32	%		47	%

Research and development expense increased $6.4 million to $60.6 million for the three months ended September 30, 2026, as compared to $54.3 million for the three months ended September 30, 2025. The increase was driven by increases in payroll and benefits expenses of $3.5 million, outside services of $3.1 million, and prototype expenses of $2.0 million. These increases relate to added engineering headcount and CAD design tools and other purchases to support current engineering

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projects. These increases were partially offset by a decrease in bonus expense of $2.3 million which related to timing of improvement in financial performance resulting in an increased accrual in the third quarter of 2025.

Research and development expense increased $12.9 million to $169.8 million for the nine months ended September 30, 2026, as compared to $156.9 million for the nine months ended September 30, 2025. The increase was driven by increases in payroll and related expense of $4.1 million, the impact of a decrease in income from joint R&D projects and governmental grants of $3.7 million, CAD software license costs of $2.9 million, prototype expenses of $2.2 million, and bonus expenses of $2.1 million. The increase in payroll and related expenses, CAD software license costs and prototype expenses were driven by added engineering headcount and CAD design tools and other purchases to support current engineering projects. The increase in bonus expenses was due to improved performance over the prior year. The amount of income from research and development funded by others varies from period to period depending on availability of such funding, including governmental grants. These increases were partially offset by a decrease in stock-based compensation of $2.7 million related to incremental grants made to employees in late 2024 for retention purposes.

We have aligned our research and development spending with current project demands and expect our research and development expenses to increase in future years as we develop products to drive future growth.

Selling, General and Administrative


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		$ Change		% Change	2026		2025				$ Change		% Change
	(dollars in thousands)				(dollars in thousands)
Selling, general and administrative	$	36,947			$	47,674		$	(10,727)			(23)	%		$	125,155	$	117,624	$	7,531	6	%
% of net revenue	17	%		38	%					24	%		36	%

Selling, general and administrative expense decreased $10.7 million to $36.9 million for the three months ended September 30, 2026, as compared to $47.7 million for the three months ended September 30, 2025. The decrease was driven by a decrease in professional fees of $8.0 million, payroll and benefits expense of $1.4 million, and stock-based compensation of $1.0 million. The decrease in professional fees is attributable to lower legal fees related to ongoing litigation compared to the prior period. The decrease in payroll and benefits expense and stock-based compensation expense was due to lower headcount this period compared to the prior period.

Selling, general and administrative expense increased $7.5 million to $125.2 million for the nine months ended September 30, 2026, as compared to $117.6 million for the nine months ended September 30, 2025. The increase was driven mainly by increases in stock-based compensation of $12.7 million and bonus expenses of $2.0 million, partially offset by a decrease in professional fees of $7.5 million. The increase in stock-based compensation and bonus expenses is due to improved financial performance, as well as a small increase in headcount, over the prior period. The decrease in professional fees is mainly due to lower legal costs related to ongoing litigation.

Our selling, general and administrative expenses have fluctuated over the prior year due to the factors described above. We expect selling, general and administrative expenses to increase in future years with incremental growth in our sales and marketing organization to expand into existing and new markets.

Restructuring Charges


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		$ Change		% Change	2026		2025				$ Change			% Change
	(dollars in thousands)						(dollars in thousands)
Restructuring charges	$	254			$	11,264		$	(11,010)			(98)	%		$	792		$	24,723	$	(23,931)	(97)	%
% of net revenue	—	%		9	%					—	%		7	%

Restructuring charges decreased $11.0 million to $0.3 million for the three months ended September 30, 2026, compared to $11.3 million for the three months ended September 30, 2025. Restructuring charges for the three months ended September 30, 2026 were negligible. Restructuring charges for the three months ended September 30, 2025 included $10.9 million in charges under contracts associated with CAD tool licenses which we ceased using.

Restructuring charges decreased $23.9 million to $0.8 million for the nine months ended September 30, 2026, compared to $24.7 million for the nine months ended September 30, 2025. Restructuring charges for the nine months ended September 30, 2026 included $0.4 million in employee severance and related charges. Restructuring charges for the nine months ended

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September 30, 2025 included $17.2 million in charges under contracts associated with CAD tool licenses which we ceased using, $6.3 million in employee severance and related charges, and $1.2 million in charges related to reduction of space leased for office facilities in connection with a workforce reduction.

Interest and Other Income (Expense)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		$ Change		% Change	2026		2025				$ Change			% Change
	(dollars in thousands)						(dollars in thousands)



Interest and other income (expense), net	$	(2,057)			$	(2,099)		$	42			(2)	%		$	(5,865)		$	(11,093)	$	5,228	(47)	%
% of net revenue	(1)	%		(2)	%					(1)	%		(3)	%

Interest and other income (expense), net for the three months ended September 30, 2026 remained flat over the three months ended September 30, 2025.

Interest and other income (expense), net changed by $5.2 million from an expense of $11.1 million in the nine months ended September 30, 2025 to an expense of $5.9 million for the nine months ended September 30, 2026. The change was driven by increased currency exchange gains of $5.6 million, partially offset by a decrease in net interest income of $0.4 million which resulted from lower interest-bearing cash balances.

Income Tax Provision (Benefit)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2026		2025	$ Change		% Change	2026		2025			$ Change			% Change
	(dollars in thousands)					(dollars in thousands)
Income tax provision (benefit)	$	(732)		$	2,097		$	(2,829)		(135)	%		$	17,443		$	(1,307)	$	18,750	(1,435)	%

The income tax benefit for the three months ended September 30, 2026 was $0.7 million compared to an income tax provision of $2.1 million for the three months ended September 30, 2025.

The income tax provision for the nine months ended September 30, 2026 was $17.4 million compared to an income tax benefit of $1.3 million for the nine months ended September 30, 2025.

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the nine months ended September 30, 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 our effective tax rate and the 21.0% U.S. 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.

We continue to maintain a valuation allowance to offset state and certain federal and foreign deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under accounting guidelines. In making such determination, we consider all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon our review of all positive and negative evidence, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes. We do not incur income tax expense or benefit in certain tax-free jurisdictions in which we operate.

Our subsidiary in Singapore operates under certain tax incentives in Singapore, which are effective through March 2027. Under these incentives, qualifying income derived from certain sales of our integrated circuits is taxed at a concessionary rate over the incentive period. We also receive a reduced withholding tax rate on certain intercompany royalty payments made by

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our Singapore subsidiary during the incentive period. During the quarter ended December 31, 2024, we recorded a full valuation allowance against our Singapore deferred tax assets. No current income tax provision was recorded in Singapore for the nine months ended September 30, 2026 and 2025 due to the continuing Singapore loss position, while no deferred tax benefit was recognized on the Singapore net loss and deductible temporary differences for the three and nine months ended September 30, 2026 and 2025 due to the full valuation allowance. The incentives are conditional upon our meeting certain minimum employment and investment thresholds within Singapore over time, and we may be required to return certain tax benefits in the event we do not achieve compliance related to that incentive period. We currently believe that we will be able to satisfy these conditions without material risk.

Liquidity and Capital Resources

As of September 30, 2026, we had cash and cash equivalents of $81.1 million, restricted cash of $28.8 million and net accounts receivable of $73.4 million. Additionally, as of September 30, 2026, our working capital, which we define as current assets less current liabilities, was $214.8 million. Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Collateral is generally not required for customer receivables. We limit our exposure to credit loss by placing our cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. We have not experienced any losses on our deposits of cash and cash equivalents.

Our primary uses of cash are to fund purchases of inventory and other operating expenses, property and equipment, and from time to time, the acquisition of, or investments in, businesses.

From time to time, we may also use cash to pay down outstanding debt and/or make investments. As of September 30, 2026, $125.0 million of principal was outstanding under a senior secured term B loan facility or the “Initial Term Loan under the June 23, 2021 Credit Agreement” and an aggregate principal amount of $40.0 million was outstanding under the Revolving Facility. The proceeds of the Revolving Facility are used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries.

Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement was initially set to amortize in equal quarterly installments equal to 0.25% of the original principal amount of the Initial Term Loan under the June 23, 2021 Credit Agreement, with the balance payable on the June 23, 2028 maturity date. We could be subject to substantial variable interest rate risk because our interest rates under term loans typically vary based on a fixed margin over an indexed rate or an adjusted base rate. If interest rates were to further increase substantially, it could have a material adverse effect on our operating results and could affect our ability to service the indebtedness.

Our future capital requirements will depend on many factors, including changes in revenue, the expansion of our engineering, sales and marketing activities, the timing and extent of our expansion into new territories, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of our products, any damages from legal proceedings related to the termination of the Merger Agreement with Silicon Motion or any alleged breaches of the Merger Agreement that we are required to pay, or any amounts we agree to pay in any settlement and any other potential material investments in, or acquisitions of, complementary businesses, services or technologies. On October 16, 2026, we entered into an amendment with the lenders party thereto, which among other things, provided for $70.0 million in incremental revolving commitments under the senior secured revolving credit facility. Additional funds may not be available on terms favorable to us or at all. If we are unable to raise additional funds when needed, we may not be able to sustain our operations or execute our strategic plans.

Our cash and cash equivalents are impacted by the timing of when we pay expenses as reflected in the change in our outstanding accounts payable and accrued expenses. Cash used to fund operating expenses in our consolidated statements of cash flows excludes the impact of non-cash items such as, but not limited to, amortization and depreciation of acquired intangible assets and property and equipment, stock-based compensation, and any impairment of assets. Cash used to fund capital purchases and acquisitions of businesses and investments is included in investing activities in our consolidated statements of cash flows. Cash paid to satisfy minimum tax withholdings on behalf of employees for restricted stock units, cash proceeds from issuance of common stock and debt, and cash used to pay down outstanding debt or repurchase stock, if any, are included in financing activities in our consolidated statements of cash flows.

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As of September 30, 2026, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for CAD software licenses, as follows:


	Payments due
	Total		Less than 1 year		1-3 years		3-5 years	More than 5 years
	(in thousands)
Long-term debt obligations	$	165,000			$	—		$	165,000	$	—	$	—
Operating lease obligations	24,571			2,364			13,695		5,614	2,898
Purchase obligations	272,967			88,690			184,277		—	—
Other obligations	74,589			11,384			48,871		11,545	2,789
Total	$	537,127			$	102,438		$	411,843	$	17,159	$	5,687

Total inventory purchase and other contractual obligations increased from $209.6 million as of December 31, 2025 to $347.6 million as of September 30, 2026 driven by increased sales demand, which resulted in incremental purchase orders, and incremental software licenses.

Our planned capital expenditures as of September 30, 2026 are expected to increase to support our production needs. Our consolidated balance sheet at September 30, 2026 included $4.4 million in other long-term liabilities for uncertain tax positions, some of which may result in cash payment and $15.0 million received from other parties for jointly funded research and development projects which will be recognized into income when the contingencies associated with the repayment conditions have been resolved. The future payments related to uncertain tax positions recorded as other long-term liabilities have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers, and on occasion, proceeds that we receive under certain intellectual property sale agreements. Aside from the amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period depending on the payment cycles of our major distributor customers, and relative linearity of shipments period-to-period.

The June 23, 2021 Credit Agreement, under which we entered into the Initial Term Loan under the June 23, 2021 Credit Agreement and the Revolving Facility, permits us to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of (x) $175.0 million and (y) 100% of “Consolidated EBITDA” (as defined in such agreement), plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests.

The following is a summary of our working capital, cash and cash equivalents, and restricted cash for the periods indicated:


	September 30, 2026		December 31, 2025
	(in thousands)
Working capital	$	214,774			$	62,821
Cash and cash equivalents	$	81,085			$	72,806
Short-term restricted cash	1,359			1,419
Long-term restricted cash	27,420			27,187

Total cash, cash equivalents, and restricted cash	$	109,864			$	101,412

We believe that our $81.1 million of cash and cash equivalents at September 30, 2026, plus potential additional borrowings under our Revolving Facility, will be sufficient to fund our projected operating requirements for at least the next twelve months. As of September 30, 2026, our indebtedness included $125.0 million of outstanding principal under the Initial Term Loan under the June 23, 2021 Credit Agreement. The June 23, 2021 Credit Agreement also provides the Company with the Revolving Facility, which was amended in April and October 2026, an aggregate principal amount of up to $200.0 million, under which $40.0 million in borrowings were outstanding as of September 30, 2026. The June 23, 2021 Credit Agreement was also amended on June 29, 2023 to implement a benchmark replacement of SOFR for LIBOR. The Initial Term Loan under the June 23, 2021 Credit Agreement, as amended, has a seven-year term expiring in June 2028 and subsequent to the benchmark replacement amendment, bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the

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highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) an adjusted 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 SOFR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%. Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted SOFR rate (as calculated above) plus an applicable margin of 1.00%. Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility ranged from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in the case of SOFR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. The June 23, 2021 Credit Agreement was again amended on April 22, 2026 to among other things, (i) provide for $30 million in incremental revolving commitments under MaxLinear’s senior secured revolving credit facility (the “Revolving Facility”), (ii) 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 (iii) extend the maturity date applicable to the Revolving Facility from June 23, 2026 to March 23, 2028. The amendment also amends the applicable financial covenants to require that the Company maintain (a) a total net leverage ratio of not greater than 3.50 to 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. On October 16, 2026, the June 23, 2021 Credit Agreement was further amended to among other things, provide for $70 million in incremental revolving commitments under the Revolving Facility and to modify the financial covenants to reduce the threshold under the liquidity covenant from $80 million to $60 million, tested as of the last day of any fiscal quarter.

The Company is required to pay commitment fees of 0.25% per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter.

The following is a summary of our cash flows used in operating activities, investing activities and financing activities for the periods indicated:


	Nine Months Ended September 30,
	2026		2025
	(in thousands)
Net cash provided by (used in) operating activities	$	(17,653)			$	9,213
Net cash used in investing activities	(17,035)			(16,109)
Net cash provided by (used in) financing activities	43,793			(46)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(653)			602
Increase (decrease) in cash, cash equivalents and restricted cash	$	8,452			$	(6,340)

Cash Flows from Operating Activities

Net cash used in operating activities was $17.7 million for the nine months ended September 30, 2026, compared to net cash provided by operating activities of $9.2 million for the nine months ended September 30, 2025. The decrease in operating cash flows was primarily driven by investments in our working capital, which reduced operating cash flow by approximately $137.6 million primarily due to prepayments for wafers and purchases of inventory supporting rising demand for certain data center products.

Cash Flows from Investing Activities

Our use of cash in investing activities increased by $0.9 million. Net cash used in investing activities was $17.0 million for the nine months ended September 30, 2026 and consisted of purchases of property and equipment of $9.7 million, purchases of intangible assets of $5.4 million and funding of convertible notes receivable of $2.0 million.

Net cash used in investing activities was $16.1 million for the nine months ended September 30, 2025 and consisted of purchases of property and equipment of $8.9 million and purchases of intangible assets of $7.2 million.

Cash Flows from Financing Activities

Cash flows from financing activities increased by $43.8 million. Net cash provided by financing activities was $43.8 million for the nine months ended September 30, 2026 and included proceeds from borrowings under our revolving credit facility of $60.0 million, from a funding arrangement of $8.0 million and from issuance of common stock, net of costs of $3.8 million, partially offset by repayment of borrowings under revolving credit facility of $20.0 million, and minimum tax withholding paid on behalf of employees for restricted stock units of $7.5 million.

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Warranties and Indemnifications

In connection with the sale of products in the ordinary course of business, we often make representations affirming, among other things, that our products do not infringe on the intellectual property rights of others, and agree to indemnify customers against third-party claims for such infringement. Further, our certificate of incorporation and bylaws require us to indemnify our officers and directors against any action that may arise out of their services in that capacity, and we have also entered into indemnification agreements with respect to all of our directors and certain controlling persons.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates.

Foreign Currency Risk

To date, our international customer and vendor agreements have been denominated mostly in United States dollars. Accordingly, we have limited exposure to foreign currency exchange rates and do not enter into foreign currency hedging transactions. The functional currency of certain foreign subsidiaries is the local currency. Accordingly, the effects of exchange rate fluctuations on the net assets of these foreign subsidiaries’ operations are accounted for as translation gains or losses in accumulated other comprehensive income (loss) within stockholders’ equity. A hypothetical change of 100 basis points in such foreign currency exchange rates during the nine months ended September 30, 2026 would result in a change to translation gain in accumulated other comprehensive income (loss) of approximately $0.8 million.

Interest Rate Risk

We are subject to a variable amount of interest on the principal balance of loans outstanding under our Credit Agreement described above and could be adversely impacted by high interest rates in the future. If SOFR interest rates had increased by 10% during the nine months ended September 30, 2026, the rate increase would have resulted in an immaterial increase to interest expense. We currently believe our operating cash held primarily for working capital purposes is sufficient to cover our interest obligations, but we are monitoring the impact of high interest rates on our ability to service our interest and debt obligations, obtain financing, and on our business in general.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and no evaluation of controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to filing this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to determine whether any change in our internal control over financial reporting occurred during the fiscal quarter ended September 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended, that occurred during the fiscal quarter ended September 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 14, Commitments and Contingencies of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of our material legal proceedings which are incorporated by reference herein.

ITEM 1A. RISK FACTORS

The discussion under the heading “Risk Factors” in Part I, Item 1A of our 2025 Annual Report on Form 10-K, as updated by Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, provides information concerning the material risks and uncertainties that we have identified and believe may adversely affect our business, our financial condition and our results of operations. Before you decide whether to invest in our securities, you should carefully consider these risk factors together with all of the other information included in this Quarterly Report on Form 10-Q, and in our other public filings, which could materially affect our business, financial condition or future results. Our risk factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

Unless set forth below, there have been no material changes to those risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None.

Recent Repurchases of Equity Securities

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

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ITEM 6. EXHIBITS


Exhibit Number		Exhibit Title












10.1		Amendment No. 3 to Credit Agreement, date d as of October 16, 2026 , by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on October 22 , 2026 (File No. 001-34666)).



31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(*)		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101.INS		Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
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101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
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104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



(*)	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MAXLINEAR, INC.

(Registrant)

Date:

October 22, 2026

By:

/s/ Steven G. Litchfield

Steven G. Litchfield

Chief Financial Officer and Chief Corporate Strategy Officer

(Principal Financial Officer and Duly Authorized Officer)

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