Enovix (ENVX) CEO logs RSU tax share withholding on Form 4 filing

Rhea-AI Filing Summary

Enovix Corporation reported that President and CEO Rajendra K. Talluri had shares of common stock withheld to cover taxes on vesting restricted stock units. On January 8, 2026, 4,301 and 13,725 shares of Enovix common stock were withheld at a price of $7.91 per share, with both transactions coded "F" and described as satisfying tax withholding obligations in connection with RSU vesting.

After these transactions, Talluri beneficially owned 2,243,254 shares of Enovix common stock directly, which includes 1,569,522 shares issuable upon settlement of RSUs and 95,551 vested performance RSUsMarch 2, 2026 and March 1, 2027, reflecting ongoing equity-based compensation rather than an open-market sale.

01/12/2026 - 05:30 PM

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

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

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^*

Talluri Rajendra K

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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	01/08/2026		F		4,301(1)	D	$7.91	2,256,979(2)	D
Common Stock	01/08/2026		F		13,725(1)	D	$7.91	2,243,254(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. 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").

2. Includes 1,595,317 shares issuable upon the settlement of RSUs granted to the Reporting Person and 95,551 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. Includes 1,569,522 shares issuable upon the settlement of RSUs granted to the Reporting Person and 95,551 shares of vested PRSUs.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Raj Talluri	01/12/2026
	** 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).
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FAQ

What insider transaction did Enovix (ENVX) report for its CEO?

Enovix reported that President and CEO Rajendra K. Talluri had shares of common stock withheld to cover tax obligations arising from the vesting of restricted stock units, rather than executing an open-market sale.

How many Enovix shares were withheld for CEO Rajendra Talluris taxes and at what price?

On January 8, 2026, 4,301 and 13,725 Enovix common shares were withheld, each at a price of $7.91 per share, in transactions coded "F" related to RSU tax withholding.

How many Enovix shares does the CEO beneficially own after these Form 4 transactions?

Following the reported withholding transactions, CEO Rajendra K. Talluri beneficially owns 2,243,254 shares of Enovix common stock directly.

What portion of the CEOs Enovix holdings consists of RSUs and PRSUs?

The reported beneficial ownership includes 1,569,522 shares issuable upon settlement of RSUs and 95,551 vested performance RSUs (PRSUs), each PRSU representing a contingent right to receive one share of common stock.

When will Enovix CEO Rajendra Talluris vested performance RSUs be released?

The 95,551 vested PRSUs are scheduled to be released in two equal installments, with 50% on March 2, 2026 and the remaining 50% on March 1, 2027, according to the footnotes.

Is the Enovix CEOs Form 4 transaction an open-market stock sale?

No. The filing explains that the reported transactions reflect withholding of shares of Enovix common stock to satisfy tax withholding obligations tied to RSU vesting, not discretionary market sales.