Enovix (NASDAQ: ENVX) CEO Talluri withholds 4,301 shares for RSU taxes

Rhea-AI Filing Summary

Enovix Corp President and CEO Rajendra K. Talluri reported a routine share withholding tied to equity compensation. On February 8, 2026, 4,301 shares of Enovix common stock were withheld at $6.38 per share to cover taxes from vesting restricted stock units.

After this transaction, Talluri beneficially owned 2,220,437 shares, including 1,528,067 shares issuable upon settlement of RSUs and 95,551 vested performance RSUs. Half of these performance RSUs are scheduled for release on March 2, 2026, with the remaining half on March 1, 2027.

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)
02/08/2026

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	02/08/2026		F		4,301(1)	D	$6.38	2,220,437(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").

2. Includes 1,528,067 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.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Raj Talluri	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Enovix reported that CEO Rajendra K. Talluri had 4,301 common shares withheld on February 8, 2026. The shares were withheld at $6.38 each to satisfy tax obligations arising from the vesting of restricted stock units granted as equity compensation.

How many Enovix (ENVX) shares does CEO Rajendra Talluri beneficially own after this Form 4?

After the reported transaction, CEO Rajendra K. Talluri beneficially owned 2,220,437 Enovix common shares. This total includes currently held stock plus shares issuable from vested and unvested restricted stock units and performance RSUs described in the filing’s explanatory footnotes.

Was the Enovix (ENVX) CEO’s Form 4 transaction an open‑market sale?

No. The Form 4 states the 4,301 shares were withheld to cover tax withholding obligations from vesting RSUs. This means shares were retained by the company for taxes rather than sold by the CEO in an open‑market transaction for discretionary liquidity.

What RSU and PRSU awards are included in Enovix CEO Talluri’s reported holdings?

Talluri’s reported holdings include 1,528,067 shares issuable upon settlement of RSUs and 95,551 vested performance RSUs. Each performance RSU corresponds to one Enovix share deliverable upon settlement, according to the detailed explanation provided in the Form 4 footnotes.

When will Enovix (ENVX) performance RSUs held by CEO Talluri be released?

The filing notes 95,551 vested performance RSUs for CEO Talluri, with 50% scheduled for release on March 2, 2026. The remaining 50% are expected to be released on March 1, 2027, subject to the company’s standard settlement mechanics for performance-based equity.

What does transaction code “F” mean in the Enovix CEO’s Form 4 filing?

Transaction code “F” indicates shares were withheld to pay taxes related to equity vesting. In this case, 4,301 Enovix common shares were withheld on RSU vesting, allowing the company to remit required tax amounts on behalf of CEO Rajendra K. Talluri.