Enovix insider Rodgers transfers shares to trust; RSUs and large indirect holdings disclosed

Insider transfer and holdings update: Thurman J. Rodgers, a director and greater-than-10% owner of Enovix Corporation, reported transactions on 09/18/2025.

Rhea-AI Filing Summary

Insider transfer and holdings update: Thurman J. Rodgers, a director and greater-than-10% owner of Enovix Corporation, reported transactions on 09/18/2025. He transferred 5,635 shares to the Rodgers Massey Revocable Living Trust dated 4/4/11, of which he is trustee and retains voting and dispositive power. On the same date, 5,635 shares were acquired (reported as an acquisition at $0). Following these transactions, Rodgers directly holds 16,908 shares reported as issuable upon settlement of restricted stock units (RSUs) and indirectly holds additional shares through trust accounts, including 1,120,114 shares held in a trust and other trust-held shares, with total indirect beneficial ownership noted as 20,864,042 shares.

Positive

• Retention of control: Reporting person retains voting and dispositive power after transferring shares to trust, indicating continued oversight
• Transparency: Filing discloses RSU amounts (16,908) and trust holdings, providing clarity on potential future share issuance

Negative

• Concentration of ownership: Large indirect holdings (reported aggregate of 20,864,042 shares and 1,120,114 in a trust) may concentrate voting power
• Limited market signalling: Transactions are transfers to trusts and an acquisition at $0, offering little information about trading intent or liquidity actions

Insights

Corporate Governance Expert

TL;DR: Trustee transfer consolidates control into trusts while retaining voting and dispositive power; large indirect holdings are material to governance.

Rodgers moved 5,635 shares into a revocable trust for which he is trustee, a common estate-planning step that does not change his control because he retains voting and dispositive authority. The filing also shows RSUs (16,908) that remain contingent rights to common stock. The disclosure of substantial indirect holdings (including 1,120,114 shares in one charitable trust and an aggregate indirect balance reported as 20,864,042) is significant for shareholder voting dynamics and potential future share-release schedules tied to RSU settlement.

Insider Transactions Analyst

TL;DR: Transactions appear administrative rather than market-driven; no purchase price or sale proceeds affecting valuation.

The Form 4 shows a transfer (code G) of 5,635 shares to a trust and an acquisition (code A) of 5,635 shares at $0, suggesting an internal reclassification or trust funding rather than an open-market trade. The presence of RSUs and large indirect trust holdings warrants monitoring for timing of RSU settlement and any subsequent change in beneficial ownership disclosures.

Insider Trade Summary

5,635 shares gifted

Gift 3 txns

Insider Rodgers Thurman J

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Gift	Common Stock	5,635	$0.00	$0.00
Grant/Award	Common Stock	5,635	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 16,908 shares (Direct); Common Stock — 21,984,156 shares (Indirect, Trust)

Footnotes (4)

1. F1. On September 18, 2025, the Reporting Person transferred 5,635 shares to the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the Reporting Person is a trustee and has voting and dispositive power over the shares.
2. F2. Includes 16,908 shares issuable upon the settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
3. F3. The shares are held by the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the Reporting Person is a trustee and has voting and dispositive power over the shares.
4. F4. The shares are held by the Rodgers Family Freedom and Free Markets Charitable Trust for which the Reporting Person is a trustee and has voting and dispositive power over the shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Thurman J. Rodgers report on Form 4 for Enovix (ENVX)?

He reported a transfer of 5,635 shares to the Rodgers Massey Revocable Living Trust and an acquisition of 5,635 shares at $0 on 09/18/2025, plus disclosures of RSUs and trust holdings.

How many RSUs does the filing show for the reporting person?

The filing discloses 16,908 shares issuable upon settlement of restricted stock units (RSUs) granted to the reporting person.

Does the reporting person retain voting control after the transfer?

Yes. The filing states he is a trustee with voting and dispositive power over the shares transferred to the Rodgers Massey Revocable Living Trust.

What indirect holdings are disclosed in the Form 4?

The filing lists indirect beneficial ownership including 1,120,114 shares held in one trust and an aggregate indirect amount reported as 20,864,042 shares.

When were the transactions reported on the Form 4 executed?

The earliest transaction date reported is 09/18/2025 and the Form 4 was signed 09/19/2025 by an attorney-in-fact.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/19/2025 - 04:01 PM EDT Learn about SEC filing dates

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).

1. Name and Address of Reporting Person^*

Rodgers Thurman J

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

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/18/2025		G		5,635(1)	D	$0	16,908(2)	D
Common Stock	09/18/2025		A		5,635(1)	A	$0	20,864,042	I	Trust(3)
Common Stock								1,120,114	I	Trust(4)

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. On September 18, 2025, the Reporting Person transferred 5,635 shares to the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the Reporting Person is a trustee and has voting and dispositive power over the shares.

2. Includes 16,908 shares issuable upon the settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

3. The shares are held by the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the Reporting Person is a trustee and has voting and dispositive power over the shares.

4. The shares are held by the Rodgers Family Freedom and Free Markets Charitable Trust for which the Reporting Person is a trustee and has voting and dispositive power over the shares.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Thurman J. Rodgers	09/19/2025
	** 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.