ENVX: Officer withheld 4,287 shares at $12.66; PRSU releases set

Rhea-AI Filing Summary

Enovix Corp (ENVX) Chief Legal Officer Arthi Chakravarthy reported a withholding sale of 4,287 shares on 10/08/2025 at $12.66 per share to satisfy tax withholding arising from the vesting of restricted stock units (RSUs). After that transaction, the reporting person beneficially owns 427,185 shares in total, which includes 313,429 shares issuable upon remaining RSU vesting and 20,786 vested performance RSUs (PRSUs) scheduled for release in two equal tranches on 03/02/2026 and 03/01/2027.

The filing shows a routine tax-withholding disposition rather than an open-market sale, and it discloses the composition and timing of equity awards that form most of the reporting person's economic exposure to the company.

Positive

• Transaction was a tax-withholding disposition tied to RSU vesting rather than an open-market sale
• Reporting person retains substantial beneficial ownership of 427,185 shares, indicating continued alignment with shareholders
• PRSUs have a clear release schedule (50% on 03/02/2026 and 50% on 03/01/2027), providing transparency on future share releases

Negative

• Significant portion of holdings are equity awards (at least 313,429 RSU-related shares), so economic exposure depends on future vesting
• Concentrated future release dates for PRSUs may create near-term dilution pressure around 03/02/2026 and 03/01/2027

Insights

Corporate Governance Analyst

Small withholding sale tied to RSU vesting; officer retains material stake.

The transaction represents a tax-withholding disposition of 4,287 shares at $12.66 concurrent with RSU settlement on 10/08/2025, which is standard practice when companies or executives satisfy payroll tax obligations by withholding shares rather than paying cash. The remaining beneficial ownership of 427,185 shares indicates continued alignment with shareholders.

Primary governance dependencies are the future vesting and release of awarded RSUs and PRSUs, with material release dates on 03/02/2026 and 03/01/2027. Monitor those vesting events for changes in outstanding share supply and any additional withholding or sales activity within a near-term horizon of 03/2026 to 03/2027.

Executive Compensation Specialist

Equity-based pay and performance RSU schedule drive the officer's holdings and timing risk.

The disclosure shows 313,429 RSU-related shares and 20,786 performance RSUs included in total holdings; the PRSU tranche schedule splits releases 50% on 03/02/2026 and 50% on 03/01/2027. This structure concentrates future potential share issuance around those dates and ties executive pay realization to performance/vesting conditions.

Risks include concentrated future dilution on the specified release dates and possible further withholding or sales to satisfy taxes. Investors can expect clearer stock-count impacts shortly after each release date in 03/2026 and 03/2027.

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

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).

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^*

Chakravarthy Arthi

(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 Legal 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		4,287(1)	D	$12.66	427,185(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 313,429 shares issuable upon the vesting and settlement of RSUs granted to the Reporting Person and 20,786 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	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 shares did Arthi Chakravarthy dispose of in the Form 4 for ENVX?

The reporting person had 4,287 shares withheld and disposed of at $12.66 per share on 10/08/2025 to satisfy tax withholding for RSU vesting.

How many shares does the reporting person beneficially own after the transaction?

After the transaction the reporting person beneficially owns 427,185 shares in total.

How many RSU- and PRSU-related shares are included in the reported holdings?

The total includes 313,429 shares issuable upon RSU vesting and 20,786 vested PRSUs, which are scheduled to be released in two equal tranches.

When will the performance RSUs be released?

The PRSUs will be released 50% on 03/02/2026 and 50% on 03/01/2027.

Was this transaction an open-market sale or withholding to cover taxes?

This was a withholding of shares to satisfy tax withholding obligations in connection with RSU vesting, not an open-market sale.

Does the Form 4 indicate any change in officer status or role?

The filing lists the reporting person as an officer with the title Chief Legal Officer and does not disclose any change in role.