MaxLinear(US:MXL)2025-07-23 20:10PART I — FINANCIAL INFORMATION This section presents MaxLinear, Inc.'s unaudited consolidated financial statements and management's discussion for the periods ended June 30, 2025, and December 31, 2024 ITEM 1. FINANCIAL STATEMENTS MaxLinear's unaudited consolidated financial statements for Q2 2025 and FY 2024, including balance sheets, income, comprehensive loss, equity, and cash flows, are presented with detailed notes Consolidated Balance Sheets Analysis of MaxLinear's financial position, detailing assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Total Assets | $863,737 | $864,639 | $(902) | (0.10)% | | Total Liabilities | $375,406 | $348,356 | $27,050 | 7.76% | | Total Stockholders' Equity | $488,331 | $516,283 | $(27,952) | (5.41)% | - Current assets increased slightly from $323.4 million to $330.1 million, driven by an increase in accounts receivable, net, from $85.5 million to $105.8 million9 - Current liabilities increased from $182.3 million to $213.5 million, primarily due to a rise in accrued expenses and other current liabilities from $87.4 million to $120.0 million9 Consolidated Statements of Operations Review of MaxLinear's financial performance, including net revenue, gross profit, and net loss for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :------- | | Net revenue | $108,813 | $91,990 | $16,823 | 18.29% | | Gross profit | $61,525 | $50,186 | $11,339 | 22.60% | | Loss from operations | $(24,615) | $(40,820) | $16,205 | (39.70)% | | Net loss | $(26,586) | $(39,266) | $12,680 | (32.30)% | | Basic Net loss per share | $(0.31) | $(0.47) | $0.16 | (34.04)% | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :-------------------- | :------- | | Net revenue | $204,746 | $187,259 | $17,487 | 9.34% | | Gross profit | $115,356 | $99,454 | $15,902 | 16.00% | | Loss from operations | $(70,709) | $(115,436) | $44,727 | (38.75)% | | Net loss | $(76,299) | $(111,575) | $35,276 | (31.62)% | | Basic Net loss per share | $(0.89) | $(1.35) | $0.46 | (34.07)% | - Operating expenses decreased for both the three and six months ended June 30, 2025, primarily due to reductions in research and development and selling, general and administrative expenses11 Consolidated Statements of Comprehensive Loss Examination of MaxLinear's total comprehensive loss, including net loss and other comprehensive income items, for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :------- | | Net loss | $(26,586) | $(39,266) | $12,680 | (32.30)% | | Foreign currency translation adjustments, net of tax | $6,300 | $(943) | $7,243 | (768.08)% | | Total comprehensive loss | $(20,286) | $(40,209) | $19,923 | (49.55)% | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :-------------------- | :------- | | Net loss | $(76,299) | $(111,575) | $35,276 | (31.62)% | | Foreign currency translation adjustments, net of tax | $7,157 | $(2,725) | $9,882 | (362.64)% | | Total comprehensive loss | $(69,142) | $(114,300) | $45,158 | (39.51)% | Consolidated Statements of Stockholders' Equity Overview of changes in MaxLinear's stockholders' equity, including additional paid-in capital and accumulated deficit, for the fiscal quarters ended June 30, 2025 and 2024 | Metric | Balance at Dec 31, 2024 (in thousands) | Balance at June 30, 2025 (in thousands) | Change (in thousands) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | :-------------------- | | Additional Paid-In Capital | $886,823 | $928,012 | $41,189 | | Accumulated Other Comprehensive Income (Loss) | $(6,823) | $334 | $7,157 | | Accumulated Deficit | $(363,725) | $(440,024) | $(76,299) | | Total Stockholders' Equity | $516,283 | $488,331 | $(27,952) | - The increase in Additional Paid-In Capital was primarily due to stock-based compensation of $36.0 million and common stock issued pursuant to equity awards1722 Consolidated Statements of Cash Flows Analysis of MaxLinear's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | | :-------------------------------------- | :------------------------------------------ | :------------------------------------------ | :-------------------- | | Net cash provided by (used in) operating activities | $(911) | $13,274 | $(14,185) | | Net cash used in investing activities | $(9,368) | $(14,498) | $5,130 | | Net cash used in financing activities | $(61) | $(77) | $16 | | Decrease in cash, cash equivalents and restricted cash | $(9,350) | $(2,219) | $(7,131) | - The shift in operating cash flow from positive to negative was mainly driven by changes in working capital, including payments against price protection liability and severance costs226 Notes to Consolidated Financial Statements Detailed explanations of MaxLinear's significant accounting policies, financial instruments, debt, stock-based compensation, income taxes, and various commitments and contingencies Note 1. Organization and Summary of Significant Accounting Policies Overview of MaxLinear's business as a fabless integrated circuit design company and its significant accounting policies, with no material changes reported - MaxLinear, Inc. is a fabless integrated circuit design company providing communications systems-on-chips (SoCs) solutions for broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications23164165 - No material changes to the Company's significant accounting policies during the six months ended June 30, 202530 - The recently enacted 'One Big Beautiful Bill Act of 2025' (2025 Act) reinstates 100% accelerated depreciation and immediate expensing of domestic R&D costs, with retroactive application, but is not expected to have a material impact on the Company's financial position for the year ending December 31, 202537 Note 2. Net Income (Loss) Per Share Details on MaxLinear's basic and diluted net loss per share calculations for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss (in thousands) | $(26,586) | $(39,266) | $(76,299) | $(111,575) | | Weighted average common shares outstanding—basic (in thousands) | 86,626 | 83,477 | 85,952 | 82,913 | | Basic Net loss per share | $(0.31) | $(0.47) | $(0.89) | $(1.35) | | Diluted Net loss per share | $(0.31) | $(0.47) | $(0.89) | $(1.35) | - Dilutive common stock equivalents (7.8 million for Q2 2025 and 6.4 million for H1 2025) were excluded from diluted EPS calculation due to their anti-dilutive nature in periods of net loss3940 Note 3. Business Combinations Information regarding the termination of MaxLinear's merger agreement with Silicon Motion and the subsequent arbitration proceedings - MaxLinear terminated the Merger Agreement with Silicon Motion on July 26, 2023, citing unmet closing conditions, a Material Adverse Effect on Silicon Motion, and material breaches by Silicon Motion4243171 - Silicon Motion initiated arbitration with the Singapore International Arbitration Centre on October 5, 2023, alleging MaxLinear breached the Merger Agreement and seeking damages, fees, and costs44172 Note 4. Restructuring Activity Details on MaxLinear's restructuring charges, including employee separation expenses, lease-related charges, and other costs | Restructuring Charges (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Employee separation expenses | $4,561 | $(145) | $6,158 | $19,793 | | Lease related charges | $933 | $817 | $935 | $2,954 | | Other | $86 | $193 | $6,366 | $748 | | Total Restructuring Charges | $5,580 | $865 | $13,459 | $23,495 | - Restructuring costs for the six months ended June 30, 2025, included $6.4 million in charges for ceased CAD tool licenses, $6.2 million in severance, and $0.9 million from exiting facilities46173 Note 5. Goodwill and Intangible Assets Review of MaxLinear's goodwill and finite-lived intangible assets, including carrying amounts and amortization expenses - No changes in the carrying amount of goodwill and no impairment recognized for the six months ended June 30, 2025 and 20245052 Finite-Lived Intangible Assets (in thousands) | Finite-Lived Intangible Assets (in thousands) | June 30, 2025 Net Carrying Amount | December 31, 2024 Net Carrying Amount | Change | | :------------------------------------ | :---------------------------------- | :------------------------------------ | :----- | | Licensed technology | $27,941 | $22,243 | $5,698 | | Developed technology | $22,664 | $27,829 | $(5,165) | | Trademarks and trade names | $310 | $381 | $(71) | | Customer relationships | $143 | $913 | $(770) | | Patents | $3,301 | $3,642 | $(341) | | Total | $54,359 | $55,008 | $(649) | Amortization Expense (in thousands) | Amortization Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of net revenue | $2,844 | $5,336 | $5,673 | $13,804 | | Selling, general and administrative | $591 | $592 | $1,183 | $1,183 | | Total Amortization Expense | $3,435 | $5,928 | $6,856 | $14,987 | Note 6. Financial Instruments Information on MaxLinear's financial instruments, specifically the contingent consideration liability related to a 2023 acquisition - The contingent consideration liability remained at $2.6 million as of June 30, 2025, and December 31, 2024, related to the January 2023 acquisition of Company Y, classified as a Level 3 financial instrument5960 Note 7. Balance Sheet Details Detailed breakdown of specific balance sheet accounts, including cash, inventory, property and equipment, and accrued liabilities | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Cash and cash equivalents | $108,618 | $118,575 | | Short-term restricted cash | — | $1,003 | | Long-term restricted cash | $1,635 | $25 | | Total cash, cash equivalents and restricted cash | $110,253 | $119,603 | | Inventory | $86,031 | $90,343 | | Property and equipment, net | $51,125 | $59,300 | | Accrued price protection liability | $39,520 | $43,401 | | Accrued expenses and other current liabilities | $120,010 | $87,408 | - Accrued obligations to customers for price adjustments increased significantly from $43.0 million at December 31, 2024, to $67.4 million at June 30, 2025, due to increased sales to distributors and timing of credit issuance127 Note 8. Debt Overview of MaxLinear's debt structure, including the initial term loan and revolving facility, and associated interest rates | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Initial term loan principal balance | $125,000 | $125,000 | | Net carrying amount of long-term debt | $123,305 | $122,996 | | Weighted average effective interest rate | 7.0% | 7.8% | - The Initial Term Loan of $125.0 million is due in full on June 23, 2028, and the $100.0 million Revolving Facility was undrawn as of June 30, 20257273 Note 9. Stock-Based Compensation Details on MaxLinear's stock-based compensation expenses and unrecognized compensation costs for unvested restricted stock units | Stock-Based Compensation (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of net revenue | $155 | $174 | $437 | $355 | | Research and development | $7,625 | $10,088 | $22,281 | $20,529 | | Selling, general and administrative | $5,333 | $7,097 | $13,306 | $13,536 | | Total Stock-Based Compensation | $13,113 | $17,359 | $36,024 | $34,420 | - Total unrecognized compensation cost for unvested restricted stock units was $94.6 million with a weighted average vesting period of 2.30 years85 - Performance-based restricted stock units saw 826 thousand shares canceled due to achievement below threshold amounts for the 2024 and mid-year 2025 performance periods94 Note 10. Income Taxes Analysis of MaxLinear's income tax benefits and the impact of valuation allowances on deferred tax assets | Income Tax Benefit (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax benefit | $(4,115) | $(2,060) | $(3,404) | $(3,822) | - The Company maintains a valuation allowance on state, certain federal, and foreign deferred tax assets due to cumulative losses or unlikelihood of utilization103210 - A full valuation allowance was recorded against Singapore deferred tax assets in Q4 2024, resulting in no income tax provision for Singapore for the six months ended June 30, 2025, despite tax incentives effective through March 2027111211 Note 11. Concentration of Credit Risk, Significant Customers and Geographic Information Information on MaxLinear's customer concentration, geographic revenue distribution, and location of long-lived assets Customer Concentration (%) | Customer Concentration | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Customer A | 16% | * | 16% | * | | Customer B | 16% | * | 14% | * | | Top 10 Customers (H1) | N/A | N/A | 67% | N/A | Geographic Net Revenue (%) | Geographic Net Revenue | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Asia | 79% | 79% | 79% | 68% | | Europe | 15% | 12% | 15% | 10% | | United States | 5% | 8% | 5% | 20% | | Hong Kong | 50% | 34% | 49% | 31% | | Vietnam | 10% | * | 10% | * | - Long-lived assets are primarily located in the United States (74%) and Singapore (21%) as of June 30, 2025122 Note 12. Revenue from Contracts with Customers Breakdown of MaxLinear's net revenue by market segment and sales channels, including obligations for price adjustments Revenue by Market (%) | Revenue by Market | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Broadband | $47,556 (44%) | $21,827 (24%) | $88,439 (43%) | $54,882 (29%) | | Connectivity | $20,741 (19%) | $13,263 (14%) | $40,976 (20%) | $22,974 (12%) | | Infrastructure | $34,709 (32%) | $31,785 (35%) | $61,270 (30%) | $64,390 (34%) | | Industrial and multi-market | $5,807 (5%) | $25,115 (27%) | $14,061 (7%) | $45,013 (24%) | | Total Net Revenue | $108,813 | $91,990 | $204,746 | $187,259 | - Revenue from sales through distributors accounted for 31% of net revenue for the three months ended June 30, 2025, and 33% for the six months ended June 30, 2025123 - Obligations to customers for price adjustments increased from $43.0 million at December 31, 2024, to $67.4 million at June 30, 2025, due to increased sales to distributors127 Note 13. Leases Details on MaxLinear's operating lease liabilities, including total minimum payments and weighted average lease terms Operating Lease Liabilities (in thousands) | Operating Lease Liabilities (in thousands) | June 30, 2025 | | :--------------------------------------- | :------------ | | Total minimum payments | $26,362 | | Less: imputed interest | $(1,999) | | Total lease liabilities | $24,363 | | Less: short-term lease liabilities | $(9,966) | | Long-term lease liabilities | $14,397 | - The weighted average discount rate for operating leases was 4.7%, and the weighted average remaining lease term was 2.8 years as of June 30, 2025129 Note 14. Employee Retirement Plans Information on MaxLinear's net defined benefit obligation for foreign retirement plans and associated periodic benefit costs - The net defined benefit obligation for foreign retirement plans was $0.5 million as of June 30, 2025, an increase from $0.4 million at December 31, 2024133 - Net periodic benefit costs were $0.1 million for the six months ended June 30, 2025, recorded to research and development expenses134 Note 15. Commitments and Contingencies Overview of MaxLinear's contractual obligations, including inventory purchases, and ongoing legal proceedings and their potential financial impact Obligations (in thousands) | Obligations (in thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :------------------------- | :---- | :--------------- | :-------- | :-------- | :---------------- | | Inventory Purchase Obligations | $83,302 | $64,250 | $19,052 | — | — | | Other Obligations | $49,338 | $16,878 | $27,284 | $1,739 | $3,437 | | Total Minimum Payments | $132,640 | $81,128 | $46,336 | $1,739 | $3,437 | - Total inventory purchase and other contractual obligations increased from $106.5 million at December 31, 2024, to $132.6 million at June 30, 2025, driven by increased sales demand135219 - MaxLinear is involved in multiple legal proceedings, including arbitration with Silicon Motion, stockholder litigations, and disputes with Comcast, Dish, Cox, and DIRECTV, with no material loss contingencies accrued as the ultimate outcome is not probable138139140146147150153158160 Note 16. Segment Reporting Confirmation that MaxLinear operates as a single reportable segment, with key financial metrics presented - The Company operates as a single reportable segment33 Metric (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenue | $108,813 | $91,990 | $204,746 | $187,259 | | Gross profit | $61,525 | $50,186 | $115,356 | $99,454 | | Segment net loss | $(26,586) | $(39,266) | $(76,299) | $(111,575) | ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's perspective on MaxLinear's financial condition and operational results, highlighting revenue growth, restructuring, and legal proceedings Overview Introduction to MaxLinear's business, market recovery, and the impact of geopolitical tensions on the semiconductor industry - MaxLinear is a fabless integrated circuit design company specializing in communications systems-on-chips (SoCs) for broadband, mobile/wireline infrastructure, data center, and industrial/multi-market applications164165 - The Company is experiencing a recovery in sales demand across its broadband and connectivity end markets, following a period of decreased demand due to excess inventory and slower demand in regions like China166 - Geopolitical tensions and changing trade policies, particularly between the United States and China, continue to influence the semiconductor industry and global economy, potentially hampering revenue recovery166 Terminated Silicon Motion Merger Discussion of the termination of the Silicon Motion merger agreement and the ongoing arbitration proceedings - MaxLinear terminated the Merger Agreement with Silicon Motion on July 26, 2023, citing unmet closing conditions, a Material Adverse Effect on Silicon Motion, and material breaches by Silicon Motion171 - Silicon Motion initiated arbitration on October 5, 2023, seeking damages from MaxLinear for alleged breaches of the Merger Agreement172 Recent Developments (Restructuring) Details on MaxLinear's recent restructuring activities and associated costs incurred - In the six months ended June 30, 2025, MaxLinear incurred $13.5 million in restructuring costs, including $6.4 million for ceased CAD tool licenses, $6.2 million for severance, and $0.9 million for exiting facilities173 Critical Accounting Policies and Estimates Confirmation of no material changes to MaxLinear's critical accounting policies and estimates during the reporting period - There have been no material changes to the Company's critical accounting policies and estimates during the six months ended June 30, 2025177 Results of Operations Analysis of MaxLinear's net revenue, gross profit, operating expenses, and net income for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :------- | | Net Revenue | $108,813 | $91,990 | $16,823 | 18% | | Cost of Net Revenue | $47,288 | $41,804 | $5,484 | 13% | | Gross Profit | $61,525 | $50,186 | $11,339 | 23% | | Research and Development | $47,199 | $56,541 | $(9,342) | (17)% | | Selling, General and Administrative | $33,361 | $33,600 | $(239) | (1)% | | Restructuring Charges | $5,580 | $865 | $4,715 | 545% | | Interest and Other Income (Expense), Net | $(6,086) | $(506) | $(5,580) | 1103% | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :------------------------------------------ | :------------------------------------------ | :-------------------- | :------- | | Net Revenue | $204,746 | $187,259 | $17,487 | 9% | | Cost of Net Revenue | $89,390 | $87,805 | $1,585 | 2% | | Gross Profit | $115,356 | $99,454 | $15,902 | 16% | | Research and Development | $102,656 | $121,307 | $(18,651) | (15)% | | Selling, General and Administrative | $69,950 | $70,088 | $(138) | (0)% | | Restructuring Charges | $13,459 | $23,495 | $(10,036) | (43)% | | Interest and Other Income (Expense), Net | $(8,994) | $39 | $(9,033) | (23162)% | - Net revenue growth was driven by increased demand in broadband and connectivity markets, while industrial and multi-market revenue decreased significantly190191 - Research and development expenses decreased due to workforce reductions and other cost-reduction measures, partially offset by increased bonuses and stock-based compensation196197 - Interest and other income (expense), net, shifted to a significant expense due to currency exchange losses and decreased interest income205206 Liquidity and Capital Resources Assessment of MaxLinear's working capital, cash position, and material cash requirements, including operating and investing activities | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Working capital | $116,657 | $141,158 | | Cash and cash equivalents | $108,618 | $118,575 | | Total cash, cash equivalents, and restricted cash | $110,253 | $119,603 | | Long-term debt obligations | $125,000 | $125,000 | | Operating lease obligations | $26,362 | N/A | | Purchase obligations | $83,302 | N/A | | Other obligations | $49,338 | N/A | | Total Material Cash Requirements | $284,002 | N/A | - Net cash used in operating activities was $0.9 million for the six months ended June 30, 2025, a decline from $13.3 million provided in the prior year, primarily due to changes in working capital225226 - The Company believes its cash and cash equivalents of $108.6 million are sufficient to fund projected operating requirements for at least the next twelve months223 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk This section outlines MaxLinear's exposure to market risks, primarily focusing on foreign currency exchange rates and interest rates - MaxLinear has limited exposure to foreign currency exchange rates as international agreements are mostly denominated in USD, and does not engage in foreign currency hedging232 - A hypothetical 100 basis point change in foreign currency exchange rates would result in an approximate $1.2 million change to translation gain in accumulated other comprehensive income (loss)232 - The Company is subject to variable interest rate risk on its $125.0 million aggregate indebtedness, where a 10% increase in SOFR interest rates during the six months ended June 30, 2025, would have resulted in an immaterial increase to interest expense233363366 ITEM 4. Controls and Procedures Management concluded that MaxLinear's disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance for timely and accurate financial reporting - MaxLinear's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of June 30, 2025, to provide reasonable assurance that required information is recorded, processed, summarized, and reported235 - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting during the fiscal quarter ended June 30, 2025236 PART II — OTHER INFORMATION This section provides additional information on MaxLinear's legal proceedings, risk factors, equity sales, defaults, and other disclosures ITEM 1. LEGAL PROCEEDINGS MaxLinear is actively involved in several legal proceedings, including an arbitration with Silicon Motion and various intellectual property disputes - Silicon Motion filed a Notice of Arbitration on October 5, 2023, alleging MaxLinear breached the Merger Agreement and seeking damages, fees, and costs, which MaxLinear is vigorously defending239 - Multiple stockholder litigations related to the terminated Silicon Motion merger have been filed against MaxLinear and its officers, with some claims dismissed without prejudice or with prejudice241242243244245 - MaxLinear is prosecuting claims against Comcast for trade secret misappropriation and breach of NDA, and defending against counterclaims from Dish, Cox, and DIRECTV related to patent infringement and contractual disputes, with some counterclaims already dismissed246247248249250251252253254255256 - As of June 30, 2025, no material loss contingencies have been accrued for litigation and other legal claims, as management does not believe the ultimate outcome is probable257 ITEM 1A. RISK FACTORS Comprehensive overview of material risks affecting MaxLinear's business, including merger-related litigation, competition, and supply chain dependencies - The terminated Silicon Motion merger and related legal proceedings could result in substantial costs, divert management's attention, and potentially require significant damage payments, which may not be sufficiently covered by existing resources or favorable financing264270271272 - MaxLinear faces intense competition, global economic volatility (inflation, recession, excess inventory), and geopolitical tensions (US-China trade wars, Israel conflicts) that could negatively impact revenue, market share, and operating results264275279282285286292297 - Dependence on a limited number of customers (top two accounted for 31% of H1 2025 net revenue) and third-party manufacturers (TSMC, UMC, Intel) creates risks of order reductions, supply disruptions, and increased costs265316317403404407408 - Risks related to intellectual property include potential infringement claims, challenges in protecting proprietary technology, security vulnerabilities in products, and the use of open-source software267384388398401 - The Company's $125.0 million indebtedness carries variable interest rate risk and financial covenants that could limit operational flexibility and impact cash flows, especially with high interest rates265362365366 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds MaxLinear reported no unregistered sales of equity securities and no repurchases of equity securities during the period - No unregistered sales of equity securities occurred during the period445 - No repurchases of equity securities were made during the period446 ITEM 3. Defaults Upon Senior Securities MaxLinear reported no defaults upon senior securities during the period - There were no defaults upon senior securities during the period447 ITEM 4. Mine Safety Disclosures This item is not applicable to MaxLinear, Inc - Mine Safety Disclosures are not applicable to the registrant448 ITEM 5. Other Information Dr. Theodore Tewksbury, a director of MaxLinear, adopted a Rule 10b5-1 trading arrangement for the sale of up to 12,141 shares of common stock, effective until August 21, 2026 - On May 30, 2025, Dr. Theodore Tewksbury, a director, adopted a Rule 10b5-1 trading arrangement to sell up to 12,141 shares of common stock, effective until August 21, 2026449 ITEM 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certifications, XBRL instance documents, and taxonomy extension documents - The exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1) and various Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)452 Signatures The report is signed by Steven G. Litchfield, Chief Financial Officer and Chief Corporate Strategy Officer, on behalf of MaxLinear, Inc - The report was signed by Steven G. Litchfield, Chief Financial Officer and Chief Corporate Strategy Officer, on July 23, 2025456