MAXLINEAR, INC 8-K

What Happened
MaxLinear, Inc. announced on Feb 13, 2026 that its board was fixed at eight directors and that Kris Sennesael was appointed as a Class I director, effective immediately. Mr. Sennesael was also added to the Board’s Audit Committee. His term as a Class I director expires at the company’s 2028 annual meeting of stockholders.

Key Details

• Board size set to eight directors; appointment effective Feb 13, 2026.
• Term: Class I director, expiring at the 2028 annual meeting.
• Committee: Appointed to the Audit Committee immediately.
• Cash compensation: $60,000 annual retainer for board service plus $10,000 for Audit Committee service.
• Equity: granted restricted stock with an estimated grant-date fair value of $380,000, split into two equal tranches — an “annual initial award” (prorated to reflect service through May 1, 2026) that vests on the earlier of May 1, 2026 or immediately before the next annual meeting, and a “full term initial award” that vests in three equal annual installments.
• Governance: Company will enter into its standard director indemnification agreement; no related-party transactions were reported. Press release announcing the appointment was issued Feb 17, 2026.

Why It Matters
This filing notifies investors of a change in board composition and the addition of an Audit Committee member, which can affect oversight of financial reporting and controls. The disclosed cash and equity compensation are typical for outside directors and represent a limited, defined cost to the company. Investors should note the new director’s term length and vesting schedule for equity awards, and that the company reports no related-party arrangements tied to this appointment.