Enovix CEO reports RSU tax-share withholding

Enovix Corp President and CEO Rajendra K. Talluri reported a tax-related share disposition tied to restricted stock units (RSUs).

Rhea-AI Filing Summary

Enovix Corp President and CEO Rajendra K. Talluri reported a tax-related share disposition tied to restricted stock units (RSUs). On February 18, 2026, 17,650 shares of common stock were withheld at $5.95 per share to satisfy RSU tax obligations, rather than sold in the open market.

After this withholding, Talluri directly owned 2,202,787 shares, which include 1,494,734 shares issuable upon settlement of RSUs and 95,551 vested performance RSUs (PRSUs). For the PRSUs, 50% are scheduled to be released on March 2, 2026 and the remaining 50% on March 1, 2027, each representing one share upon settlement.

Insights

Equity analyst

CEO’s Form 4 shows routine RSU tax withholding, not an open-market sale.

Enovix President and CEO Rajendra K. Talluri reported a Form 4 transaction coded “F,” indicating 17,650 common shares were withheld at $5.95 each to cover tax obligations from RSU vesting. This is a non-market, administrative disposition rather than a discretionary sale.

Following the transaction, Talluri reported 2,202,787 shares owned, including 1,494,734 shares tied to un-settled RSUs and 95,551 vested PRSUs. The PRSUs are scheduled to release in two tranches on March 2, 2026 and March 1, 2027. Overall, this filing primarily updates equity award and ownership records.

Insider Trade Summary

Exercise Price or Tax Liability: 17,650 shares

Exercise Price or Tax Liability 1 txn

Insider Talluri Rajendra K

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	17,650	$5.95	$105K

Holdings After Transaction: Common Stock — 2,202,787 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes 1,494,734 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.

FAQ

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

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

Enovix CEO Rajendra Talluri reported a tax-related share disposition. On February 18, 2026, 17,650 common shares were withheld at $5.95 each to satisfy tax obligations arising from the vesting of restricted stock units (RSUs), not through an open-market sale.

Was the Enovix CEO’s Form 4 transaction an open-market sale of ENVX shares?

No, the Form 4 does not show an open-market sale. The 17,650 Enovix shares were withheld by the company to cover tax liabilities from RSU vesting, a non-discretionary transaction commonly coded “F,” rather than shares being sold into the market by the CEO.

How many Enovix shares does CEO Rajendra Talluri report owning after this transaction?

After the withholding transaction, Rajendra Talluri reports owning 2,202,787 Enovix common shares. This figure includes 1,494,734 shares issuable upon settlement of time-based RSUs and 95,551 vested performance RSUs, which will be released in scheduled future installments.

What RSU and PRSU awards are disclosed for Enovix CEO Rajendra Talluri?

The filing states Talluri has 1,494,734 shares issuable upon RSU settlement and 95,551 vested performance RSUs. Each PRSU represents one Enovix share and is already vested, with future release dates governing when the underlying shares are actually delivered to him.

When will Enovix CEO Rajendra Talluri’s performance RSUs (PRSUs) be released?

The 95,551 vested PRSUs are scheduled to be released in two equal installments. Half of the underlying Enovix shares will be released on March 2, 2026, and the remaining half will be released on March 1, 2027, subject to settlement mechanics.

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

Transaction code “F” indicates shares were disposed of to pay taxes or exercise costs. Here, 17,650 Enovix shares were withheld to satisfy tax-withholding obligations tied to RSU vesting, so the change in ownership results from award administration, not from a voluntary market trade.

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

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Accepted by SEC EDGAR 02/20/2026 - 06:42 PM 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).

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)
02/18/2026

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	02/18/2026		F		17,650(1)	D	$5.95	2,202,787(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 1,494,734 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	02/20/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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