LITCHFIELD STEVEN G 4
4 · MAXLINEAR, INC · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
MaxLinear (MXL) CFO Steven Litchfield Exercises Awards, Sells Shares
What Happened
- Steven G. Litchfield, MaxLinear's Chief Financial Officer and Chief Corporate Strategy Officer, received multiple equity awards/vests and converted certain derivative awards into common stock in mid-February 2026. The filing shows a series of grants and conversions totaling roughly 132,968 shares issued/converted (various awards/RSU conversions), and a share disposition of 42,532 shares at $18.47 per share to satisfy tax/exercise obligations, valued at approximately $785,566. Several additional small conversions/dispositions were recorded on the same dates.
Key Details
- Transaction dates: Feb 18, 2026 (grant of RSUs) and Feb 20, 2026 (grants/conversions/withholding).
- Prices: Awards/conversions reported at $0.00 (typical for RSUs/vested shares); 42,532 shares disposed/withheld at $18.47 each (total ~$785,566).
- Shares owned after transaction: Not specified in the filing.
- Footnotes: Awards issued under the Amended and Restated 2010 Equity Incentive Plan; grants include performance-based restricted stock and RSUs with future vesting schedules (see footnotes for vesting timelines). The 42,532-share disposition was to cover tax/exercise obligations (tax withholding).
- Filing timeliness: Form filed Feb 23, 2026 covering transactions through Feb 20, 2026 (filing lateness not indicated in the filing).
Context
- These entries are primarily awards/RSU vesting and conversions (transaction code A for awards, M for exercise/conversion). When RSUs vest or are converted, companies commonly withhold or transfer shares to satisfy tax withholding or exercise costs — a routine administrative event that does not necessarily signal insider sentiment.
- The presence of both awards and immediate share surrenders suggests a standard net settlement/cashless-like process to meet tax obligations rather than an outright open-market sale by the insider.
Insider Transaction Report
Form 4
LITCHFIELD STEVEN G
See remarks
Transactions
- Award
Common Stock
[F1]2026-02-20+25,978→ 338,181 total - Award
Common Stock
[F2]2026-02-20+19,441→ 357,622 total - Exercise/Conversion
Common Stock
2026-02-20+29,315→ 430,570 total - Tax Payment
Common Stock
2026-02-20$18.47/sh−42,532$785,566→ 388,038 total - Award
Restricted Stock Units
[F3][F4]2026-02-18+58,234→ 58,234 total→ Common Stock (58,234 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5]2026-02-20−3,074→ 15,348 total→ Common Stock (3,074 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6]2026-02-20−26,241→ 65,271 total→ Common Stock (26,241 underlying)
Footnotes (6)
- [F1]Represents shares of Common Stock issued to the Reporting Person for the 2025 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, 2026.
- [F2]Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2025 fiscal year that were approved as part of the 2025 performance-based restricted stock award granted on August 4, 2025. All shares were issued pursuant to the Company's Amended and Restated 2010 Equity Incentive Plan.
- [F3]Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
- [F4]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 May 20, 2027, and one-third (1/3rd) of the RSUs subject to the award will vest annually on each May 20 thereafter, such that the award will be fully vested on May 20, 2029.
- [F5]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, twenty five percent (25%) of the 30,697 RSUs subject to the award vested on February 20, 2025, and twenty five percent (25%) of the RSUs subject to the award vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2028.
- [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 195,822 RSUs subject to the award vested 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.
Signature
/s/ Connie Kwong, as Attorney-in-Fact|2026-02-23