Maxlinear, Inc: Form 10-Q for the period ended Sep 30, 2026

Forward-Looking Statements

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Annual Report”) and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 in the section titled “Risk Factors.”

Overview

We are a provider of communications systems-on-chips, or SoCs, solutions used in data center, broadband, mobile and wireline infrastructure, and industrial and multi-market applications. We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. Our ability to design analog and mixed-signal circuits in complementary metal-oxide-semiconductors, or CMOS, allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition. These solutions also enable shorter design cycles, significant design flexibility and low system-level cost across a range of markets.

Our customers primarily include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, which incorporate our products in a wide range of electronic devices. Examples of such devices include optical transceivers targeting hyperscale data centers; Wi-Fi and wireline routers for home networking; broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, passive optical network, or PON, radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; and digital subscriber line, or DSL; as well as power management and interface products used in these and many other markets. In addition, we generate revenue from certain intellectual property sale agreements.

In the nine months ended September 30, 2026, net revenue was $524.1 million, which was derived in part from sales of high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, RF receivers and RF receiver SoC and connectivity solutions into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications. We have experienced growth in sales demand across our infrastructure, connectivity, and industrial and multi-market end markets driven by new product wins and market growth, particularly in our data center-oriented infrastructure revenue. We continue to develop and innovate with new products for new solutions in all of our end markets using advanced semiconductor process nodes, while addressing opportunities capturing and processing high-speed optical interconnect signals and high quality broadband communications.

Products shipped to Asia accounted for 85% and 81% of net revenue during the nine months ended September 30, 2026 and 2025, respectively. Although a large percentage of our products is shipped to Asia, we believe that a significant number of the systems designed by these customers and incorporating our semiconductor products are then sold outside Asia. For example, revenue generated from sales of our products during the nine months ended September 30, 2026 and 2025 related principally to sales to Asian ODMs and contract manufacturers delivering products into European and North American markets. To date, all of our sales have been denominated in United States dollars.

A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products. Sales of products to customers comprise both direct sales to customers and indirect sales through distributors. In the nine months ended September 30, 2026, one customer accounted for 10% of our net revenue, and our ten largest customers collectively accounted for 56% of our net revenue. For certain customers, we sell multiple products into disparate end user applications such as PON outdoor units, or PON ODUs, Wi-Fi routers, broadband gateways, and cable modems.

Our business depends on winning competitive selection processes, known as design wins, to develop integrated circuits for use in our customers’ products. These selection processes are typically lengthy, and as a result, our sales cycles will vary based on the specific market served, whether the design win is with an existing or a new customer and whether our product being designed in our customer’s device or system is a first generation or subsequent generation product. Our customers’ products can be complex and, if our engagement results in a design win, can require significant time to move into volume production. Because the sales cycle for our products is long, we can incur significant design and development expenditures in circumstances where we do not ultimately recognize any revenue. We do not have any long-term purchase commitments with any of our customers, all of whom purchase our products on a purchase order basis. Once one of our products is incorporated into a customer’s design, however, we believe that our product is likely to remain a component of the customer’s product for its life cycle because of the time and expense associated with redesigning the product or substituting an alternative chip. Product life cycles in our target markets will vary by application. Typical design-ins can have a product life cycle of 24 to 60 months.

Terminated Silicon Motion Merger

On May 5, 2022, we entered into an agreement and plan of merger, or the Merger Agreement, with Silicon Motion Technology Corporation, or Silicon Motion, an exempted company with limited liability incorporated under the Law of the Cayman Islands, pursuant to which, subject to the terms and conditions thereof, we agreed to acquire Silicon Motion pursuant to a statutory merger of Shark Merger Sub, a wholly-owned subsidiary of MaxLinear, with and into Silicon Motion, with Silicon Motion surviving the merger as a wholly-owned subsidiary of MaxLinear. Silicon Motion is a provider of NAND flash controllers for solid state drives and other solid state storage devices.

On July 26, 2023, we terminated the Merger Agreement and notified Silicon Motion that we were relieved of our obligations to close because, among other reasons, (i) certain conditions to closing set forth in the Merger Agreement were not satisfied and were incapable of being satisfied, (ii) Silicon Motion had suffered a Material Adverse Effect that was continuing, (iii) Silicon Motion was in material breach of representations, warranties, covenants, and agreements in the Merger Agreement that gave rise to the right of the Company to terminate, and (iv) in any event, the First Extended Outside Date had passed and was not automatically extended because certain conditions in Article 6 of the Merger Agreement were not satisfied or waived as of May 5, 2023. Under the terms of the Merger Agreement, MaxLinear was not required to pay a break-up fee or other fee as a result of the termination of the Merger Agreement on these grounds. On August 16, 2023, Silicon Motion delivered a notice to us, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration to seek damages from us arising from our alleged breaches of the Merger Agreement. Undefined capitalized terms in this paragraph have the same meaning as in the Merger Agreement.

On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that we breached the Merger Agreement. See Note 14, Commitments and Contingencies of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on legal proceedings related to the termination of the Merger Agreement.

Recent Developments

Third Amendment to Credit Agreement

On October 16, 2026, MaxLinear entered into an Amendment No. 3 to Credit Agreement (the “Third Amendment”), by and among MaxLinear, Exar Corporation, a Delaware corporation and a wholly-owned subsidiary of MaxLinear, MaxLinear Communications, LLC, a Delaware limited liability company and a wholly-owned subsidiary of MaxLinear, the lenders party thereto and Agent. The Third Amendment amends the Credit Agreement, by and among MaxLinear, the lenders from time to time party thereto and the Agent, to, among other things, provide for $70 million in incremental revolving credit commitments (the “Incremental Commitments”) under the Revolving Facility. After giving effect to the Incremental Commitments, the Revolving Facility provides for total revolving commitments in an aggregate principal amount of up to $200 million. The Third Amendment also amends MaxLinear’s liquidity covenant by reducing the threshold thereunder from $80 million to $60 million. The proceeds of the Revolving Facility may be used for working capital and general corporate purposes.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which are prepared in accordance with accounting principles that are generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those related to business combinations, revenue recognition, inventory valuation, production masks, goodwill and other intangible assets valuation, and income taxes. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known.

We believe that the accounting policies and estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting policies and estimates. Accordingly, those are the policies and estimates we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

For a summary of our critical accounting policies and estimates, refer to Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2025, which we filed with the Securities and Exchange Commission, or SEC, on January 29, 2026, or our Annual Report. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2026.

Recently Adopted Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements as of the date of this report, if any.

Recently Issued Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements not yet adopted as of the date of this report, if any.

Results of Operations

The following describes the line items set forth in our unaudited consolidated statements of operations.

Net Revenue. Net revenue is generated from sales of radio-frequency, analog, digital, and mixed-signal integrated circuits and intellectual property for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications, as well as patent and intellectual property licenses. A significant portion of our sales is to distributors, who then resell our products.

Cost of Net Revenue. Cost of net revenue includes the cost of finished silicon wafers processed by third-party foundries; costs associated with our outsourced packaging and assembly, test and shipping; costs of personnel, including salaries, benefits, and stock-based compensation; equipment associated with manufacturing support, logistics and quality assurance; amortization of acquired developed technology and purchased licensed technology intangible assets; inventory fair value adjustments, if any; amortization of certain production mask costs and IP license costs; cost of production load boards and sockets; and an allocated portion of our occupancy costs.

Research and Development. Research and development, or R&D, expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, new product engineering mask costs, prototype integrated circuit packaging and test costs, CAD software license costs, intellectual property license costs, reference design development costs, development testing and evaluation costs, depreciation expense, and allocated occupancy costs, partially offset by income from joint R&D projects and/or governmental R&D grants, if any. Research and development activities include the design of new products, refinement of existing products and design of test methodologies to ensure compliance with required specifications. All research and development costs are expensed as incurred. Income from joint R&D projects and governmental R&D grants are reflected as a credit to research and development expense when such income has been earned and any contingencies associated with retaining such income have been resolved.

Selling, General and Administrative. Selling, general and administrative expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, amortization of certain acquired intangible assets, merger, acquisition and integration costs, if any, third-party sales commissions, field application engineering support, travel costs, professional and consulting fees, legal fees, depreciation expense and allocated occupancy costs.

Restructuring Charges. Restructuring charges consist of severance, lease and leasehold impairment charges, and other charges related to restructuring plans.

Interest and Other Income (Expense), Net. Interest and other income (expense), net includes interest income, interest expense and other income (expense). Interest income consists of interest earned on our cash, cash equivalents and restricted cash balances. Interest expense consists of interest accrued on debt and amortization of discounts on debt and other liabilities. Other income (expense) generally consists of income (expense) generated from non-operating transactions.

Income Tax Provision (Benefit). We make certain estimates and judgments in determining income taxes for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expenses for tax and financial statement purposes and the realizability of assets in future years.

The following table sets forth our consolidated statement of operations data as a percentage of net revenue for the periods indicated:

Net Revenue

(dollars in thousands)

(dollars in thousands)

40

Net revenue increased $91.6 million to $218.1 million for the three months ended September 30, 2026, as compared to $126.5 million for the three months ended September 30, 2025, driven by increased demand in our data center infrastructure, industrial and multi-market and connectivity categories, partially offset by declines in the volume of sales in broadband markets. The increase in infrastructure net revenue of $84.6 million was driven by increases in the volume of shipments of optical, products for data center applications, high-performance analog, and wireless backhaul products. The decrease in broadband net revenue of $4.9 million was driven by decreases in the volume of cable data and broadband SoC shipments as customers transition to new standards. The increase in industrial and multi-market net revenue of $6.2 million was driven by increased volume of shipments of high-performance analog and component products in this category. The increase in connectivity net revenue of $5.7 million was driven by increases in the volume of Wi-Fi and ethernet product shipments. Price changes did not have a material impact to revenues period over period.

Net revenue increased $192.9 million to $524.1 million for the nine months ended September 30, 2026, as compared to $331.2 million for the nine months ended September 30, 2025, driven by increased demand in our infrastructure, industrial and multi-market, and connectivity categories, partially offset by declines in the volume of sales in broadband markets. The increase in infrastructure net revenue of $171.1 million was driven by increases in the volume of shipments of optical, products for data center applications. high-performance analog, and wireless backhaul and access products. The decrease in broadband net revenue of $4.8 million was driven by decreases in the volume of cable data shipments, driven by a customer's transition to a new standard, partially offset by an increase in the volume of PON SoC shipments in this category. The increase in industrial and multi-market net revenue of $19.3 million was driven by increased volume of shipments of high-performance analog and component products in this category. The increase in connectivity net revenue of $7.3 million was driven by increases in the volume of Wi-Fi product shipments. Price changes did not have a material impact to revenues period over period.

Cost of Net Revenue and Gross Profit

(dollars in thousands)

(dollars in thousands)

Cost of net revenue increased $35.4 million to $90.0 million for the three months ended September 30, 2026, as compared to $54.6 million for the three months ended September 30, 2025. The increase was driven by an increase in the volume of sales as described above under “Net Revenue”. Gross profit percentage improved for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, due to product mix.

Cost of net revenue increased $75.5 million to $219.5 million for the nine months ended September 30, 2026, as compared to $143.9 million for the nine months ended September 30, 2025. The increase was driven by an increase in the volume of sales as described above under “Net Revenue”. Gross profit percentage improved for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, due to product mix.

We currently expect that gross profit percentage will fluctuate in the future, from period-to-period, based on changes in product mix, average selling prices, and average manufacturing costs.

Research and Development

(dollars in thousands)

(dollars in thousands)

Research and development expense increased $6.4 million to $60.6 million for the three months ended September 30, 2026, as compared to $54.3 million for the three months ended September 30, 2025. The increase was driven by increases in payroll and benefits expenses of $3.5 million, outside services of $3.1 million, and prototype expenses of $2.0 million. These increases relate to added engineering headcount and CAD design tools and other purchases to support current engineering projects. These increases were partially offset by a decrease in bonus expense of $2.3 million which related to timing of improvement in financial performance resulting in an increased accrual in the third quarter of 2025.

Research and development expense increased $12.9 million to $169.8 million for the nine months ended September 30, 2026, as compared to $156.9 million for the nine months ended September 30, 2025. The increase was driven by increases in payroll and related expense of $4.1 million, the impact of a decrease in income from joint R&D projects and governmental grants of $3.7 million, CAD software license costs of $2.9 million, prototype expenses of $2.2 million, and bonus expenses of $2.1 million. The increase in payroll and related expenses, CAD software license costs and prototype expenses were driven by added engineering headcount and CAD design tools and other purchases to support current engineering projects. The increase in bonus expenses was due to improved performance over the prior year. The amount of income from research and development funded by others varies from period to period depending on availability of such funding, including governmental grants. These increases were partially offset by a decrease in stock-based compensation of $2.7 million related to incremental grants made to employees in late 2024 for retention purposes.

We have aligned our research and development spending with current project demands and expect our research and development expenses to increase in future years as we develop products to drive future growth.

Selling, General and Administrative

(dollars in thousands)

(dollars in thousands)

Selling, general and administrative expense decreased $10.7 million to $36.9 million for the three months ended September 30, 2026, as compared to $47.7 million for the three months ended September 30, 2025. The decrease was driven by a decrease in professional fees of $8.0 million, payroll and benefits expense of $1.4 million, and stock-based compensation of $1.0 million. The decrease in professional fees is attributable to lower legal fees related to ongoing litigation compared to the prior period. The decrease in payroll and benefits expense and stock-based compensation expense was due to lower headcount this period compared to the prior period.

Selling, general and administrative expense increased $7.5 million to $125.2 million for the nine months ended September 30, 2026, as compared to $117.6 million for the nine months ended September 30, 2025. The increase was driven mainly by increases in stock-based compensation of $12.7 million and bonus expenses of $2.0 million, partially offset by a decrease in professional fees of $7.5 million. The increase in stock-based compensation and bonus expenses is due to improved financial performance, as well as a small increase in headcount, over the prior period. The decrease in professional fees is mainly due to lower legal costs related to ongoing litigation.

Our selling, general and administrative expenses have fluctuated over the prior year due to the factors described above. We expect selling, general and administrative expenses to increase in future years with incremental growth in our sales and marketing organization to expand into existing and new markets.

Restructuring Charges

(dollars in thousands)

(dollars in thousands)

Restructuring charges decreased $11.0 million to $0.3 million for the three months ended September 30, 2026, compared to $11.3 million for the three months ended September 30, 2025. Restructuring charges for the three months ended September 30, 2026 were negligible. Restructuring charges for the three months ended September 30, 2025 included $10.9 million in charges under contracts associated with CAD tool licenses which we ceased using.

Restructuring charges decreased $23.9 million to $0.8 million for the nine months ended September 30, 2026, compared to $24.7 million for the nine months ended September 30, 2025. Restructuring charges for the nine months ended September 30, 2026 included $0.4 million in employee severance and related charges. Restructuring charges for the nine months ended

September 30, 2025 included $17.2 million in charges under contracts associated with CAD tool licenses which we ceased using, $6.3 million in employee severance and related charges, and $1.2 million in charges related to reduction of space leased for office facilities in connection with a workforce reduction.

Interest and Other Income (Expense)

(dollars in thousands)

(dollars in thousands)

Interest and other income (expense), net for the three months ended September 30, 2026 remained flat over the three months ended September 30, 2025.

Interest and other income (expense), net changed by $5.2 million from an expense of $11.1 million in the nine months ended September 30, 2025 to an expense of $5.9 million for the nine months ended September 30, 2026. The change was driven by increased currency exchange gains of $5.6 million, partially offset by a decrease in net interest income of $0.4 million which resulted from lower interest-bearing cash balances.

Income Tax Provision (Benefit)

(dollars in thousands)

(dollars in thousands)

The income tax benefit for the three months ended September 30, 2026 was $0.7 million compared to an income tax provision of $2.1 million for the three months ended September 30, 2025.

The income tax provision for the nine months ended September 30, 2026 was $17.4 million compared to an income tax benefit of $1.3 million for the nine months ended September 30, 2025.

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the nine months ended September 30, 2026 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including a tax on net controlled foreign corporation tested income, or NCTI, stock-based compensation, and the impact of the valuation allowance against the Company’s Singapore deferred tax assets.

The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the nine months ended September 30, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, stock-based compensation, and the impact of the valuation allowance against the Company’s Singapore deferred tax assets.

We continue to maintain a valuation allowance to offset state and certain federal and foreign deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under accounting guidelines. In making such determination, we consider all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon our review of all positive and negative evidence, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes. We do not incur income tax expense or benefit in certain tax-free jurisdictions in which we operate.

Our subsidiary in Singapore operates under certain tax incentives in Singapore, which are effective through March 2027. Under these incentives, qualifying income derived from certain sales of our integrated circuits is taxed at a concessionary rate over the incentive period. We also receive a reduced withholding tax rate on certain intercompany royalty payments made by our Singapore subsidiary during the incentive period. During the quarter ended December 31, 2024, we recorded a full valuation allowance against our Singapore deferred tax assets. No current income tax provision was recorded in Singapore for the nine months ended September 30, 2026 and 2025 due to the continuing Singapore loss position, while no deferred tax benefit was recognized on the Singapore net loss and deductible temporary differences for the three and nine months ended September 30, 2026 and 2025 due to the full valuation allowance. The incentives are conditional upon our meeting certain minimum employment and investment thresholds within Singapore over time, and we may be required to return certain tax benefits in the event we do not achieve compliance related to that incentive period. We currently believe that we will be able to satisfy these conditions without material risk.

Liquidity and Capital Resources

As of September 30, 2026, we had cash and cash equivalents of $81.1 million, restricted cash of $28.8 million and net accounts receivable of $73.4 million. Additionally, as of September 30, 2026, our working capital, which we define as current assets less current liabilities, was $214.8 million. Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Collateral is generally not required for customer receivables. We limit our exposure to credit loss by placing our cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. We have not experienced any losses on our deposits of cash and cash equivalents.

Our primary uses of cash are to fund purchases of inventory and other operating expenses, property and equipment, and from time to time, the acquisition of, or investments in, businesses.

From time to time, we may also use cash to pay down outstanding debt and/or make investments. As of September 30, 2026, $125.0 million of principal was outstanding under a senior secured term B loan facility or the “Initial Term Loan under the June 23, 2021 Credit Agreement” and an aggregate principal amount of $40.0 million was outstanding under the Revolving Facility. The proceeds of the Revolving Facility are used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries.

Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement was initially set to amortize in equal quarterly installments equal to 0.25% of the original principal amount of the Initial Term Loan under the June 23, 2021 Credit Agreement, with the balance payable on the June 23, 2028 maturity date. We could be subject to substantial variable interest rate risk because our interest rates under term loans typically vary based on a fixed margin over an indexed rate or an adjusted base rate. If interest rates were to further increase substantially, it could have a material adverse effect on our operating results and could affect our ability to service the indebtedness.

Our future capital requirements will depend on many factors, including changes in revenue, the expansion of our engineering, sales and marketing activities, the timing and extent of our expansion into new territories, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of our products, any damages from legal proceedings related to the termination of the Merger Agreement with Silicon Motion or any alleged breaches of the Merger Agreement that we are required to pay, or any amounts we agree to pay in any settlement and any other potential material investments in, or acquisitions of, complementary businesses, services or technologies. On October 16, 2026, we entered into an amendment with the lenders party thereto, which among other things, provided for $70.0 million in incremental revolving commitments under the senior secured revolving credit facility. Additional funds may not be available on terms favorable to us or at all. If we are unable to raise additional funds when needed, we may not be able to sustain our operations or execute our strategic plans.

Our cash and cash equivalents are impacted by the timing of when we pay expenses as reflected in the change in our outstanding accounts payable and accrued expenses. Cash used to fund operating expenses in our consolidated statements of cash flows excludes the impact of non-cash items such as, but not limited to, amortization and depreciation of acquired intangible assets and property and equipment, stock-based compensation, and any impairment of assets. Cash used to fund capital purchases and acquisitions of businesses and investments is included in investing activities in our consolidated statements of cash flows. Cash paid to satisfy minimum tax withholdings on behalf of employees for restricted stock units, cash proceeds from issuance of common stock and debt, and cash used to pay down outstanding debt or repurchase stock, if any, are included in financing activities in our consolidated statements of cash flows.

As of September 30, 2026, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for CAD software licenses, as follows:

(in thousands)

Total inventory purchase and other contractual obligations increased from $209.6 million as of December 31, 2025 to $347.6 million as of September 30, 2026 driven by increased sales demand, which resulted in incremental purchase orders, and incremental software licenses.

Our planned capital expenditures as of September 30, 2026 are expected to increase to support our production needs. Our consolidated balance sheet at September 30, 2026 included $4.4 million in other long-term liabilities for uncertain tax positions, some of which may result in cash payment and $15.0 million received from other parties for jointly funded research and development projects which will be recognized into income when the contingencies associated with the repayment conditions have been resolved. The future payments related to uncertain tax positions recorded as other long-term liabilities have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers, and on occasion, proceeds that we receive under certain intellectual property sale agreements. Aside from the amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period depending on the payment cycles of our major distributor customers, and relative linearity of shipments period-to-period.

The June 23, 2021 Credit Agreement, under which we entered into the Initial Term Loan under the June 23, 2021 Credit Agreement and the Revolving Facility, permits us to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of (x) $175.0 million and (y) 100% of “Consolidated EBITDA” (as defined in such agreement), plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests.

The following is a summary of our working capital, cash and cash equivalents, and restricted cash for the periods indicated:

(in thousands)

We believe that our $81.1 million of cash and cash equivalents at September 30, 2026, plus potential additional borrowings under our Revolving Facility, will be sufficient to fund our projected operating requirements for at least the next twelve months. As of September 30, 2026, our indebtedness included $125.0 million of outstanding principal under the Initial Term Loan under the June 23, 2021 Credit Agreement. The June 23, 2021 Credit Agreement also provides the Company with the Revolving Facility, which was amended in April and October 2026, an aggregate principal amount of up to $200.0 million, under which $40.0 million in borrowings were outstanding as of September 30, 2026. The June 23, 2021 Credit Agreement was also amended on June 29, 2023 to implement a benchmark replacement of SOFR for LIBOR. The Initial Term Loan under the June 23, 2021 Credit Agreement, as amended, has a seven-year term expiring in June 2028 and subsequent to the benchmark replacement amendment, bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) an adjusted SOFR rate determined on the basis of a one-month interest period plus 1.00%, in each case, plus an applicable margin of 1.25% or (ii) an adjusted SOFR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%. Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted SOFR rate (as calculated above) plus an applicable margin of 1.00%. Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility ranged from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in the case of SOFR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. The June 23, 2021 Credit Agreement was again amended on April 22, 2026 to among other things, (i) provide for $30 million in incremental revolving commitments under MaxLinear’s senior secured revolving credit facility (the “Revolving Facility”), (ii) increase the applicable margin for loans under the Revolving Facility to (x) 2.25% per annum for Term SOFR loans, and (y) 1.25% per annum for base rate loans, and (iii) extend the maturity date applicable to the Revolving Facility from June 23, 2026 to March 23, 2028. The amendment also amends the applicable financial covenants to require that the Company maintain (a) a total net leverage ratio of not greater than 3.50 to 1.00 and (b) unrestricted cash plus available and undrawn commitments under the Revolving Facility in an amount of no less than $80 million, in each case, tested as of the last day of any fiscal quarter of the Company. On October 16, 2026, the June 23, 2021 Credit Agreement was further amended to among other things, provide for $70 million in incremental revolving commitments under the Revolving Facility and to modify the financial covenants to reduce the threshold under the liquidity covenant from $80 million to $60 million, tested as of the last day of any fiscal quarter.

The Company is required to pay commitment fees of 0.25% per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter.

The following is a summary of our cash flows used in operating activities, investing activities and financing activities for the periods indicated:

(in thousands)

Cash Flows from Operating Activities

Net cash used in operating activities was $17.7 million for the nine months ended September 30, 2026, compared to net cash provided by operating activities of $9.2 million for the nine months ended September 30, 2025. The decrease in operating cash flows was primarily driven by investments in our working capital, which reduced operating cash flow by approximately $137.6 million primarily due to prepayments for wafers and purchases of inventory supporting rising demand for certain data center products.

Cash Flows from Investing Activities

Our use of cash in investing activities increased by $0.9 million. Net cash used in investing activities was $17.0 million for the nine months ended September 30, 2026 and consisted of purchases of property and equipment of $9.7 million, purchases of intangible assets of $5.4 million and funding of convertible notes receivable of $2.0 million.

Net cash used in investing activities was $16.1 million for the nine months ended September 30, 2025 and consisted of purchases of property and equipment of $8.9 million and purchases of intangible assets of $7.2 million.

Cash Flows from Financing Activities

Cash flows from financing activities increased by $43.8 million. Net cash provided by financing activities was $43.8 million for the nine months ended September 30, 2026 and included proceeds from borrowings under our revolving credit facility of $60.0 million, from a funding arrangement of $8.0 million and from issuance of common stock, net of costs of $3.8 million, partially offset by repayment of borrowings under revolving credit facility of $20.0 million, and minimum tax withholding paid on behalf of employees for restricted stock units of $7.5 million.

Warranties and Indemnifications

In connection with the sale of products in the ordinary course of business, we often make representations affirming, among other things, that our products do not infringe on the intellectual property rights of others, and agree to indemnify customers against third-party claims for such infringement. Further, our certificate of incorporation and bylaws require us to indemnify our officers and directors against any action that may arise out of their services in that capacity, and we have also entered into indemnification agreements with respect to all of our directors and certain controlling persons.

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates.

Foreign Currency Risk

To date, our international customer and vendor agreements have been denominated mostly in United States dollars. Accordingly, we have limited exposure to foreign currency exchange rates and do not enter into foreign currency hedging transactions. The functional currency of certain foreign subsidiaries is the local currency. Accordingly, the effects of exchange rate fluctuations on the net assets of these foreign subsidiaries’ operations are accounted for as translation gains or losses in accumulated other comprehensive income (loss) within stockholders’ equity. A hypothetical change of 100 basis points in such foreign currency exchange rates during the nine months ended September 30, 2026 would result in a change to translation gain in accumulated other comprehensive income (loss) of approximately $0.8 million.

Interest Rate Risk

We are subject to a variable amount of interest on the principal balance of loans outstanding under our Credit Agreement described above and could be adversely impacted by high interest rates in the future. If SOFR interest rates had increased by 10% during the nine months ended September 30, 2026, the rate increase would have resulted in an immaterial increase to interest expense. We currently believe our operating cash held primarily for working capital purposes is sufficient to cover our interest obligations, but we are monitoring the impact of high interest rates on our ability to service our interest and debt obligations, obtain financing, and on our business in general.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and no evaluation of controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to filing this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to determine whether any change in our internal control over financial reporting occurred during the fiscal quarter ended September 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended, that occurred during the fiscal quarter ended September 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The discussion under the heading “Risk Factors” in Part I, Item 1A of our 2025 Annual Report on Form 10-K, as updated by Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, provides information concerning the material risks and uncertainties that we have identified and believe may adversely affect our business, our financial condition and our results of operations. Before you decide whether to invest in our securities, you should carefully consider these risk factors together with all of the other information included in this Quarterly Report on Form 10-Q, and in our other public filings, which could materially affect our business, financial condition or future results. Our risk factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

Unless set forth below, there have been no material changes to those risk factors.