MaxLinear (MXL) CEO reports RSU vesting and tax share withholding, retains large stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
MAXLINEAR, INC Chairman, President and CEO Kishore Seendripu reported routine equity compensation activity involving restricted stock units (RSUs). On May 20, 2026, RSUs covering 33,682 shares of Common Stock converted into 33,682 shares at a stated price of $0.00 per share.
To satisfy tax obligations on this vesting, 33,682 shares of Common Stock were withheld at $96.77 per share, a non-market tax-withholding disposition rather than an open-market sale. After these transactions, Seendripu directly held 924,083 shares of Common Stock and 132,400 RSUs. Various family, annuity, relatives and heritage trusts, plus a donor advised fund, also hold additional indirect positions in MaxLinear shares, where he or related parties serve as trustee, co-trustee or advisor, with certain trusts subject to Section 16 beneficial ownership disclaimers.
Positive
- None.
Negative
- None.
Insider Trade Summary
33,682 shares exercised/converted
Mixed
16 txns
Insider
SEENDRIPU KISHORE
Role
Chairman, President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 33,682 | $0.00 | -- |
| Exercise | Common Stock | 33,682 | $0.00 | -- |
| Tax Withholding | Common Stock | 33,682 | $96.77 | $3.26M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 132,400 shares (Direct, null);
Common Stock — 957,765 shares (Direct, null);
Common Stock — 896,747 shares (Indirect, See footnote)
Footnotes (1)
- Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock. Shares held by the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees. Shares held by the Kishore V. Seendripu 2024 Annuity Trust A, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee. Shares held by the Rekha S. Seendripu 2024 Annuity Trust A, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee. Shares held by The Seendripu Family Fund, a donor advised fund, for which the Reporting Person serves an advisor. Shares held by the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents and siblings, and for which the Reporting Person serves as trustee. Shares held by the Samira Seendripu Trust dtd 10/5/2009, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person's sibling serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose. Shares held by the Ishan Krishna Seendripu Trust dtd 10/5/2009, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person's sibling serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose. Shares held by the Ishan Krishna Seendripu Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose. Shares held by the Samira Seendripu Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose. Shares held by the IKS Heritage Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose. Shares held by the SS Heritage Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose. Shares held by the SS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee. Shares held by the IKS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee. Subject to the Reporting Person's continuous status as a Service Provider (as defined in the 2010 Equity Incentive Plan) on each applicable vesting date, one third (1/3rd) of the RSUs subject to the award vested on May 20, 2026, and one third (1/3rd) of the RSUs subject to the award vest annually on each May 20 thereafter, such that the award will be fully vested on May 20, 2028.
Key Figures
RSUs converted: 33,682 shares
Tax withholding shares: 33,682 shares
Tax withholding price: $96.77 per share
+3 more
6 metrics
RSUs converted
33,682 shares
Restricted Stock Units converting into Common Stock on May 20, 2026
Tax withholding shares
33,682 shares
Shares withheld to cover tax obligations on RSU vesting
Tax withholding price
$96.77 per share
Value used for tax-withholding disposition on May 20, 2026
Direct Common Stock holdings
924,083 shares
Shares of MaxLinear Common Stock directly held after transactions
RSUs outstanding
132,400 units
Restricted Stock Units remaining after the reported conversion
Indirect trust holding example
896,747 shares
Common Stock held by one listed trust associated with Seendripu
Key Terms
Restricted Stock Units, grantor retained annuity trust, donor advised fund, Section 16 beneficial ownership, +2 more
6 terms
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
grantor retained annuity trust financial
"a grantor retained annuity trust for the benefit of the Reporting Person"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
donor advised fund financial
"Shares held by The Seendripu Family Fund, a donor advised fund"
A donor advised fund is a charitable savings account you fund with cash or assets (including stocks) that lets you take an immediate tax benefit while recommending when and which charities receive grants over time. Think of it like a dedicated piggy bank for giving: you get tax relief when you put money in, can avoid selling appreciated securities and triggering capital gains, and still control the timing and recipients of donations, which affects tax planning, portfolio decisions, and public giving signals.
Section 16 beneficial ownership regulatory
"The Reporting Person disclaims Section 16 beneficial ownership of these shares"
pecuniary interest financial
"except to the extent of his pecuniary interest therein, if any"
Service Provider financial
"Subject to the Reporting Person's continuous status as a Service Provider"
FAQ
What insider equity activity did MaxLinear (MXL) report for Kishore Seendripu?
MaxLinear reported that CEO Kishore Seendripu had 33,682 restricted stock units convert into the same number of Common Stock shares. The company simultaneously withheld 33,682 shares to cover tax obligations related to this vesting, so there was no net open-market purchase or sale.
What are the key terms of the RSU award reported by MaxLinear (MXL)?
Each restricted stock unit represents a right to receive one MaxLinear Common Stock share. One third of the award vested on May 20, 2026, and the remaining thirds are scheduled to vest on May 20 of each following year, fully vesting by May 20, 2028, subject to continued service.
What indirect holdings in MaxLinear (MXL) are associated with Kishore Seendripu?
The filing lists several indirect positions in MaxLinear shares held by family trusts, grantor retained annuity trusts, relatives’ trusts, heritage trusts, and a donor advised fund. In some child-focused trusts, Seendripu disclaims Section 16 beneficial ownership except for any pecuniary interest he may have.