As filed with the Securities and Exchange Commission on January 29, 2025
Registration No. 333-          .  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MaxLinear, Inc.
(Exact name of registrant as specified in its charter)
Delaware14-1896129
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
5966 La Place Court, Suite 100
Carlsbad, California 92008
(Address of Principal Executive Offices)(Zip Code)
2010 EQUITY INCENTIVE PLAN
2010 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Kishore Seendripu, Ph.D.
5966 La Place Court, Suite 100
Carlsbad, California 92008
(Name and address of agent for service)
(760) 692-0711
(Telephone number, including area code, of agent for service)
Copies to:
Mark Baudler
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
    


INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT
ON FORM S-8 NO. 333-217021, NO. 333-223847, NO. 333-230606, NO. 333-237274, NO. 333-254961, NO. 333-263824, NO. 333-269507 and NO. 333-276784
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plans is effective. The Registrant previously registered shares of its Common Stock for issuance under the MaxLinear, Inc. 2010 Equity Incentive Plan and the 2010 Employee Stock Purchase Plan under the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2017 (File No. 333-217021), the Registration Statement on Form S-8 filed with the Commission on March 22, 2018 (File No. 333-223847), the Registration Statement on Form S-8 filed with the Commission on March 29, 2019 (File No. 333-230606), the Registration Statement on Form S-8 filed with the Commission on March 19, 2020 (File No. 333-237274), the Registration Statement on Form S-8 filed with the Commission on April 1, 2021 (File No. 333-254961), the Registration Statement on Form S-8 filed with the Commission on March 24, 2022 (File No. 333-263824), the Registration Statement on Form S-8 filed with the Commission on February 1, 2023 (File No. 333-269507) and the Registration Statement on Form S-8 filed with the Commission on January 31, 2024 (File No. 333-276784). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.





PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.
Exhibit
Number
Description
4.1
4.2+
4.3+
4.4+†
4.5+
5.1
23.1
23.2
24.1
107.1
+Indicates management contract or compensatory plan, contract or arrangement.
†Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request..

    




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on this 29th day of January 2025.
MAXLINEAR, INC.
(Registrant)
By:/s/ KISHORE SEENDRIPU, PH.D.
Kishore Seendripu, Ph.D.
President and Chief Executive Officer
Date: January 29, 2025(Principal Executive Officer)


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Kishore Seendripu, Ph.D. and Steven G. Litchfield, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
SignatureTitleDate
/s/ KISHORE SEENDRIPU, PH.D.President and Chief Executive OfficerJanuary 29, 2025
Kishore Seendripu, Ph.D.(Principal Executive Officer)
/s/ STEVEN G. LITCHFIELDChief Financial Officer and Chief Corporate Strategy OfficerJanuary 29, 2025
Steven G. Litchfield(Principal Financial Officer)
/s/ CONNIE KWONGCorporate ControllerJanuary 29, 2025
Connie Kwong(Principal Accounting Officer)
/s/ THOMAS E. PARDUNLead DirectorJanuary 29, 2025
Thomas E. Pardun
/s/ DANIEL A. ARTUSIDirectorJanuary 29, 2025
Daniel A. Artusi
/s/ CAROLYN D. BEAVERDirectorJanuary 29, 2025
Carolyn D. Beaver
/s/ GREGORY P. DOUGHERTYDirectorJanuary 29, 2025
Gregory P. Dougherty
/s/ TSU-JAE KING LIU, PH.D.DirectorJanuary 29, 2025
Tsu-Jae King Liu, Ph.D.
/s/ ALBERT J. MOYERDirectorJanuary 29, 2025
Albert J. Moyer
/s/ THEODORE TEWKSBURY, PH.D.DirectorJanuary 29, 2025
Theodore Tewksbury, Ph.D.


0001288469MaxLinear, Inc.S-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure000128846912025-01-292025-01-29000128846922025-01-292025-01-2900012884692025-01-292025-01-29

Exhibit 107.1

Calculation of Filing Fee Table

Form S-8
(Form Type)

MaxLinear, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

CALCULATION OF REGISTRATION FEE
Security TypeSecurities Class TitleFee Calculation Rule
Amount
Registered(1)
Proposed
Maximum
Offering Price
Per Unit
Maximum
Aggregate
Offering Price
Fee Rate
Amount of
Registration Fee
EquityCommon Stock ($0.0001 par value) reserved for issuance under the 2010 Equity Incentive PlanOther (3)
2,583,311 shares(2)
$19.80(3)
$51,149,557.80$0.00015310$7,831.00
EquityCommon Stock ($0.0001 par value) reserved for issuance under the 2010 Employee Stock Purchase PlanOther (5)
968,741 shares(4)
$16.83(5)
$16,303,911.03$0.00015310$2,496.13
Total Offering Amounts$67,453,468.83$10,327.13
Total Fee Offsets$—
Net Fee Due$10,327.13

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under any of the listed plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
(2) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2010 Equity Incentive Plan, as amended (the “2010 EIP”), on January 1, 2025 pursuant to an “evergreen” provision contained in the 2010 EIP. Pursuant to such provision, on January 1st of each fiscal year commencing in 2011 and ending ten years from our 2016 annual meeting of stockholders, the number of shares authorized for issuance under the 2010 EIP is automatically increased by a number equal to the lesser of (i) 2,583,311 shares, (ii) four percent (4%) of the aggregate number of shares of Common Stock outstanding on December 31st of the preceding fiscal year, or (iii) a lesser number of shares that may be determined by the Registrant’s Board of Directors or a duly authorized committee of the Board of Directors.
(3) Estimated in accordance with paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the total registration fee. Computation based upon $19.80 per share, which is the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on January 28, 2025.
(4) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2010 Employee Stock Purchase Plan (the “2010 ESPP”) on January 1, 2025 pursuant to an “evergreen” provision contained in the 2010 ESPP. Pursuant to such provision, on January 1st of each fiscal year commencing after January 1, 2017, the number of shares authorized for issuance under the 2010 ESPP is automatically increased by a number equal to the lesser of (i) 968,741 shares of Common Stock, (ii) one and a quarter percent (1.25%) of the outstanding shares of the Registrant’s Common Stock on such date, or (iii) an amount determined by the Registrant’s Board of Directors or a duly authorized committee of the Board of Directors.
(5) Estimated in accordance with paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the total registration fee. Computation based upon 85% (see explanation in following sentence) of $19.80 per share, which is the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on January 28, 2025. Pursuant to the 2010 ESPP, which plan is incorporated by reference herein, the purchase price of a share of Common Stock shall be an amount equal to 85% of the fair market value of a share of Common Stock on the Offering Date or the Exercise Date (each as defined in such plan), whichever is lower.


Exhibit 5.1
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
January 29, 2025

MaxLinear, Inc.
5966 La Place Court, Suite 100
Carlsbad, California 92008
Re: Registration Statement on Form S-8
Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by MaxLinear, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, relating to the registration under the the Securities Act of 1933, as amended (the “Act”), of an aggregate of 3,552,052 shares of your common stock, par value $0.0001 per share (the “Future Issuance Shares”), consisting of: (i) 2,583,311 shares of common stock to be issued under the 2010 Equity Incentive Plan (the “2010 Plan”); and (ii) 2,583,311 shares of common stock to be issued under the 2010 Employee Stock Purchase Plan (the “ESPP” and, together with the 2010 Plan, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Future Issuance Shares to be issued under the Plans.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Future Issuance Shares, when issued and sold in the manner described in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement and in any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati



Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have issued our reports dated January 29, 2025 with respect to the consolidated financial statements, financial statement schedule, and internal control over financial reporting of MaxLinear, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ Grant Thornton LLP
Newport Beach, California
January 29, 2025


v3.24.4
Submission
Jan. 29, 2025
Submission [Line Items]  
Central Index Key 0001288469
Registrant Name MaxLinear, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.24.4
Offerings
Jan. 29, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock ($0.0001 par value) reserved for issuance under the 2010 Equity Incentive Plan
Amount Registered | shares 2,583,311
Proposed Maximum Offering Price per Unit 19.80
Maximum Aggregate Offering Price $ 51,149,557.8
Fee Rate 0.01531%
Amount of Registration Fee $ 7,831
Offering Note
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under any of the listed plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
(2) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2010 Equity Incentive Plan, as amended (the “2010 EIP”), on January 1, 2025 pursuant to an “evergreen” provision contained in the 2010 EIP. Pursuant to such provision, on January 1st of each fiscal year commencing in 2011 and ending ten years from our 2016 annual meeting of stockholders, the number of shares authorized for issuance under the 2010 EIP is automatically increased by a number equal to the lesser of (i) 2,583,311 shares, (ii) four percent (4%) of the aggregate number of shares of Common Stock outstanding on December 31st of the preceding fiscal year, or (iii) a lesser number of shares that may be determined by the Registrant’s Board of Directors or a duly authorized committee of the Board of Directors.
(3) Estimated in accordance with paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the total registration fee. Computation based upon $19.80 per share, which is the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on January 28, 2025.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock ($0.0001 par value) reserved for issuance under the 2010 Employee Stock Purchase Plan
Amount Registered | shares 968,741
Proposed Maximum Offering Price per Unit 16.83
Maximum Aggregate Offering Price $ 16,303,911.03
Fee Rate 0.01531%
Amount of Registration Fee $ 2,496.13
Offering Note
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under any of the listed plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
(4) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2010 Employee Stock Purchase Plan (the “2010 ESPP”) on January 1, 2025 pursuant to an “evergreen” provision contained in the 2010 ESPP. Pursuant to such provision, on January 1st of each fiscal year commencing after January 1, 2017, the number of shares authorized for issuance under the 2010 ESPP is automatically increased by a number equal to the lesser of (i) 968,741 shares of Common Stock, (ii) one and a quarter percent (1.25%) of the outstanding shares of the Registrant’s Common Stock on such date, or (iii) an amount determined by the Registrant’s Board of Directors or a duly authorized committee of the Board of Directors.
(5) Estimated in accordance with paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the total registration fee. Computation based upon 85% (see explanation in following sentence) of $19.80 per share, which is the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on January 28, 2025. Pursuant to the 2010 ESPP, which plan is incorporated by reference herein, the purchase price of a share of Common Stock shall be an amount equal to 85% of the fair market value of a share of Common Stock on the Offering Date or the Exercise Date (each as defined in such plan), whichever is lower.
v3.24.4
Fees Summary
Jan. 29, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 67,453,468.83
Total Fee Amount 10,327.13
Total Offset Amount 0
Net Fee $ 10,327.13
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