Business Context and Reporting Period
Company: MaxLinear, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 13, 2026
Reporting Period: Immediate event reporting regarding corporate governance changes.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the appointment of a new director and associated compensation arrangements.
Material Changes
- Board Composition: The Board of Directors fixed its size at eight members and appointed Kris Sennesael as a new Class I director, effective February 13, 2026.
- Committee Assignment: Mr. Sennesael was immediately appointed to the Audit Committee.
- Term: Mr. Sennesael's term expires at the 2028 annual meeting of stockholders.
Compensation and Management Commentary
In connection with the appointment, the following compensatory arrangements were established for Mr. Sennesael:
- Annual Retainer: $60,000 for Board service and $10,000 for Audit Committee service.
- Equity Grant: A restricted stock award with an estimated fair value of $380,000 on the grant date.
- Vesting Schedule:
- Annual Initial Award: Vests fully on the earlier of May 1, 2026, or the day preceding the next annual meeting.
- Full Term Initial Award: Vests in three equal installments on each anniversary of the grant date.
- Other: Reimbursement of reasonable expenses and a standard indemnification agreement.
The filing states there are no undisclosed arrangements or transactions involving Mr. Sennesael requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the closing price of MaxLinear common stock on February 13, 2026, to calculate the exact number of shares granted in the $380,000 initial award.
- Review the attached Press Release (Exhibit 99.1) for additional context on Mr. Sennesael's background and qualifications.
- Confirm the date of the next annual meeting of stockholders to determine the precise vesting date for the "annual initial award."
- Check subsequent filings for any changes to the Board size or committee assignments.