ENVX COO Marathe sells 120K shares via 10b5-1 plan at $12.01

Rhea-AI Filing Summary

Ajay Marathe, Chief Operating Officer of Enovix Corporation (ENVX), reported the sale of 120,000 shares of common stock on 10/02/2025 under a pre-established Rule 10b5-1 trading plan adopted on 05/09/2025. The weighted-average price for the sales was $12.01, with individual trades ranging from $12.00 to $12.06. After the sale, Mr. Marathe beneficially owns 1,027,259 shares, which include 785,681 shares issuable upon settlement of restricted stock units and 33,170 vested performance RSUs, of which 50% are scheduled to release on 03/02/2026 and the remainder on 03/01/2027

Positive

• Sale executed under a Rule 10b5-1 plan, indicating a pre-arranged disposition rather than opportunistic insider trading
• Reporting person retains 1,027,259 shares, maintaining continued ownership and alignment with shareholders
• Majority of holdings are RSUs/PRSUs, aligning executive incentives with company performance and retention

Negative

• 120,000 shares sold could modestly increase near-term share supply
• 785,681 RSU shares and 33,170 PRSUs are scheduled to settle, creating future dilution events on 03/02/2026 and 03/01/2027

Insights

Corporate Governance Analyst

Insider sold shares under a 10b5-1 plan; ownership remains material.

The reported sale of 120,000 shares at a weighted-average of $12.01 was executed under a Rule 10b5-1 plan adopted on 05/09/2025, which signals a pre-planned disposition rather than a spontaneous trade. The filing shows the reporting person still holds 1,027,259 shares, so the sale reduced but did not eliminate insider exposure.

Primary dependencies include the continued vesting schedule for RSUs and PRSUs, with releases on 03/02/2026 and 03/01/2027, which could supply further shares to the market when settled.

Executive Compensation Specialist

Substantial portion of holdings are equity-based and time/metric-vested.

Of the post-sale holdings, 785,681 shares are tied to RSU settlements and 33,170 vested PRSUs with scheduled releases, indicating a large portion of the officer's stake is compensation-related rather than open-market purchases. This structure aligns executive incentives with multi-year performance and retention.

Monitorable items include the 50% PRSU release dates on 03/02/2026 and 03/01/2027, which could increase share supply and affect insider holding percentages within 12–18 months.

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)
10/02/2025

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	10/02/2025		S		120,000(1)	D	$12.01(2)	1,027,259(3)	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. 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.

2. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $12.00 to $12.06, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes 785,681 shares issuable upon the 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.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Ajay Marathe	10/06/2025
	** 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 (ENVX) insider Ajay Marathe sell?

Mr. Marathe sold 120,000 shares of common stock on 10/02/2025 at a weighted-average price of $12.01 under a Rule 10b5-1 plan.

How many Enovix shares does Ajay Marathe own after the sale?

After the reported sale, he beneficially owns 1,027,259 shares, including RSUs and vested PRSUs.

Were the sales planned or discretionary?

The sales were effected pursuant to a pre-established Rule 10b5-1 trading plan adopted on 05/09/2025, indicating they were pre-planned.

How many shares are subject to future settlement that could dilute shareholders?

There are 785,681 RSU-settling shares and 33,170 vested PRSUs (released 50% on 03/02/2026 and 50% on 03/01/2027) included in the beneficial ownership total.

What price range were the shares sold at?

The shares were sold in multiple transactions at prices ranging from $12.00 to $12.06, with a weighted-average of $12.01.