ENVX Form 4: Ajay Marathe withholds 5,961 RSU shares for taxes

Rhea-AI Filing Summary

Enovix (ENVX) reporting officer Ajay Marathe disclosed transactions on 10/08/2025. The report shows 5,961 shares were withheld to satisfy tax obligations upon RSU vesting at an average price of $12.66, and 18,614 shares were sold at $13.00 under a Rule 10b5-1 trading plan adopted on 05/09/2025. After these moves, Marathe still beneficially owns 1,002,684 shares. The filing clarifies that 774,404 shares remain issuable from time‑based RSUs and 33,170 shares are outstanding PRSUs scheduled to release 50% on 03/02/2026 and 50% on 03/01/2027.

Positive

• Use of a Rule 10b5-1 trading plan (adopted 05/09/2025) provides preplanned, defensible timing for the 18,614 share sale
• Large retained ownership: Reporting person still beneficially owns 1,002,684 shares after the transactions
• Clear RSU/PRSU schedule disclosed: 774,404 RSU shares issuable and 33,170 PRSU shares with release dates in 03/2026 and 03/2027

Negative

• Reported sale of 18,614 shares at $13.00 reduces immediate insider-held liquid equity
• Potential near-term dilution when 33,170 PRSU shares vest 50% on 03/02/2026 and 50% on 03/01/2027

Insights

Corporate Governance Analyst

Officer executed a preexisting 10b5-1 plan and settled RSUs with tax withholding.

Withholding 5,961 shares to cover taxes on vested RSUs is a routine administrative step that does not change overall economic exposure materially because the Reporting Person retains a large residual stake of 1,002,684 shares, including 774,404 time‑based RSU shares.

The 10b5-1 sale of 18,614 shares at $13.00 signals preplanned liquidity rather than opportunistic trading; monitor scheduled PRSU releases on 03/02/2026 and 03/01/2027 which will increase dilution and could enable future sales under similar plans.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Marathe Ajay

(Last) (First) (Middle)

C/O ENOVIX CORPORATION

3501 W. WARREN AVENUE

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Enovix Corp [ ENVX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/08/2025		F		5,961(1)	D	$12.66	1,021,298(2)	D
Common Stock	10/08/2025		S		18,614(3)	D	$13	1,002,684(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the withholding of shares of the Issuer's common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") on October 8, 2025. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

2. Includes 774,404 shares issuable upon the vesting and settlement of RSUs granted to the Reporting Person and 33,170 shares of vested performance RSUs ("PRSUs"), of which 50% will be released in on March 2, 2026 and the remaining 50% will be released on March 1, 2027. Each PRSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.

3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 9, 2025.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Ajay Marathe	10/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Enovix insider Ajay Marathe report on Form 4 (ENVX)?

The filing shows 5,961 shares withheld for taxes on vested RSUs and a sale of 18,614 shares at $13.00 executed under a Rule 10b5-1 plan.

How many shares does Ajay Marathe beneficially own after the transactions?

After the reported transactions, the filing discloses 1,002,684 beneficially owned shares.

Were the share sales part of a 10b5-1 plan for ENVX?

Yes. The 18,614 share sale was effected pursuant to a Rule 10b5-1 trading plan adopted on 05/09/2025.

What RSU and PRSU balances are disclosed for the reporting person?

The report states 774,404 shares issuable upon RSU vesting and 33,170 vested PRSUs, with 50% releasing on 03/02/2026 and 50% on 03/01/2027.

What prices were involved in the Form 4 transactions for ENVX?

Tax‑withholding occurred at an implied value related to vesting with a recorded price of $12.66 for withheld shares; the sale price for disposed shares was $13.00.