At June 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 Incentive 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, (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 June 30, 2026, the number of shares of common stock available for future issuance under the Restated 2010 Plan was 17,032,561 shares, including stock options and restricted stock unit awards outstanding at June 30, 2026 of 11,910,556 shares.

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 June 30, 2026, the Company has an accrual of $18.0 million for bonus awards for employees for year-to-date achievement in the 2026 performance period, which the Company intends to settle primarily in shares of its common stock, unless otherwise required to be settled in cash due to local laws or agreements. The Company’s compensation committee retains discretion to effect payment of employee bonus awards in cash, stock, or a combination of cash and stock.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(in thousands)
Cost of net revenue	$	131	$	155	$	281	$	437
Research and development	10,535		7,625		20,210		22,281
Selling, general and administrative	16,813		5,333		27,015		13,306

	$	27,479	$	13,113	$	47,506	$	36,024

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of June 30, 2026 was $9.2 million, and the weighted average period over which these equity awards are expected to vest is 1.35 years. Actual levels of future performance under performance-based restricted stock units for the unvested periods may differ from the Company’s current estimates.


	Number of Shares (in thousands)	Weighted-Average Grant-Date Fair Value per Share
Outstanding at December 31, 2025	7,649	$	19.89
Granted1	4,096	21.06

Vested2	(4,127)	19.99
Canceled3	(389)	18.92
Outstanding at June 30, 2026	7,229	$	20.55

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

For performance-based restricted stock units granted in 2025 and 2026, the award is divided into four approximately equal tranches each representing 25% of the target number of performance-based restricted stock units subject to the award. Each tranche has one or more performance goals that must be achieved in order for any restricted stock units subject to the tranche to become eligible to vest. For the first tranche, which covers one fiscal year in a three-year period, restricted stock units are eligible to vest based upon the achievement of certain net revenue and non-GAAP operating income targets. For two

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

For previous 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 June 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.

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 June 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.

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

Six Months Ended June 30,

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.

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


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


Exercised	(100)	18.76
Canceled	(200)	$	18.76
Outstanding at June 30, 2026	2,418	$	19.48	6.9	$	262,464
Vested and expected to vest at June 30, 2026	2,330	$	19.47	6.9	$	252,979
Exercisable at June 30, 2026	949	$	19.22	5.7	$	103,303