William Torgerson - 20 Feb 2024 Form 4 Insider Report for MAXLINEAR, INC (MXL)

Footnote F1

Represents shares of Common Stock issued to the Reporting Person for the 2023 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's Amended and Restated 2010 Equity Incentive Plan. Grant amounts were determined based on the award amount earned under the Bonus Plan and the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 20, 2024. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2022 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.

Footnote F2

Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2023 fiscal year that were approved as part of the 2021 performance-based restricted stock award granted on May 20, 2021. All shares were issued pursuant to the Company's Amended and Restated 2010 Equity Incentive Plan. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2022 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.

Footnote F3

Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2023 fiscal year that were approved as part of the 2022 performance-based restricted stock award granted on January 3, 2022. All shares were issued pursuant to the Company's Amended and Restated 2010 Equity Incentive Plan. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2022 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.

Footnote F4

Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

Footnote F5

Subject to the Reporting Person continuing to be a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) through each applicable vesting date, ten percent (10%) of the 25,980 RSUs subject to the award will vest on February 20, 2023, twenty percent (20%) of the RSUs subject to the award will vest on February 20, 2024, thirty percent (30%) of the RSUs subject to the award will vest on February 20, 2025, and forty percent (40%) of the RSUs subject to the award will vest on February 20, 2026, such that the award will be fully vested on February 20, 2026.

Footnote F6

Subject to the Reporting Person continuing to be a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest on February 20, 2025, and one-third (1/3rd) of the RSUs subject to the award will vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2027.

Footnote F7

Subject to the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) on each applicable vesting date, ten percent (10%) of the shares subject to the option will vest on February 20, 2025; twenty percent (20%) of the shares subject to the option will vest on February 20, 2026; thirty percent (30%) of the shares subject to the option will vest on February 20, 2027; and forty percent (40%) of the shares subject to the option will vest on February 20, 2028, such that all the shares subject to the option will then be fully vested.