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Enovix (ENVX) CEO Talluri has shares withheld for RSU tax obligations

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Enovix Corp President and CEO Rajendra K. Talluri reported a tax-related share disposition tied to equity compensation. On the vesting of restricted stock units, 17,650 shares of common stock were withheld at $5.93 per share to satisfy tax withholding obligations, rather than sold on the open market.

After this withholding, Talluri directly holds 3,058,195 shares of Enovix common stock. This includes 1,997,944 shares issuable upon vesting and settlement of RSUs, plus 47,775 vested PRSUs scheduled for release in March 2027 and 259,611 additional PRSUs to be released in April 2027 and April 2028.

Positive

  • None.

Negative

  • None.
Insider Talluri Rajendra K
Role President and CEO
Type Security Shares Price Value
Tax Withholding Common Stock 17,650 $5.93 $105K
Holdings After Transaction: Common Stock — 3,058,195 shares (Direct, null)
Footnotes (1)
  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"). Includes 1,997,944 shares issuable upon the vesting and settlement of RSUs granted to the Reporting Person, as well as: (i) 47,775 vested performance restricted stock units ("PRSUs"), which will be released to the Reporting Person in March 2027, and (ii) an aggregate of 259,611 PRSUs, 50% of which will be released in April 2027, with the remainder to be released in April 2028. Each PRSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
Tax-withheld shares 17,650 shares Withheld to satisfy tax obligations on RSU vesting at $5.93 per share
Tax-withholding price $5.93 per share Value used for 17,650 shares withheld for tax obligations
Shares held after transaction 3,058,195 shares Total Enovix common shares directly held by CEO after withholding
RSUs outstanding 1,997,944 shares Shares issuable upon vesting and settlement of RSUs granted to CEO
Vested PRSUs 47,775 PRSUs Vested PRSUs to be released in March 2027
Additional PRSUs 259,611 PRSUs PRSUs with 50% release in April 2027 and 50% in April 2028
restricted stock units ("RSUs") financial
"Reflects the withholding of shares ... in connection with the vesting of restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
performance restricted stock units ("PRSUs") financial
"Includes 1,997,944 shares issuable ... and (ii) an aggregate of 259,611 PRSUs..."
tax withholding obligations financial
"Reflects the withholding of shares ... to satisfy tax withholding obligations in connection with the vesting of RSUs."
contingent right financial
"Each PRSU represents a contingent right to receive one share of the Issuer's common stock upon settlement."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 94538
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Enovix Corp [ ENVX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/18/2026F17,650(1)D$5.933,058,195(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 1,997,944 shares issuable upon the vesting and settlement of RSUs granted to the Reporting Person, as well as: (i) 47,775 vested performance restricted stock units ("PRSUs"), which will be released to the Reporting Person in March 2027, and (ii) an aggregate of 259,611 PRSUs, 50% of which will be released in April 2027, with the remainder to be released in April 2028. 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 Talluri05/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Enovix CEO Rajendra K. Talluri reported a tax-withholding disposition, where 17,650 common shares were withheld to cover tax obligations upon RSU vesting. This was an automatic equity-compensation event, not an open-market stock sale or purchase, and reflects routine handling of taxes on vested awards.

How many Enovix (ENVX) shares were withheld for taxes in this filing?

The filing shows 17,650 Enovix common shares were withheld at $5.93 per share to satisfy tax withholding obligations. These shares relate to the vesting of restricted stock units, representing payment of tax liabilities using stock rather than a separate cash transaction by the executive.

How many Enovix (ENVX) shares does the CEO hold after this tax withholding?

After the tax-withholding transaction, CEO Rajendra K. Talluri directly holds 3,058,195 Enovix common shares. This figure includes shares issuable from unvested RSUs and PRSUs, as well as already vested performance units scheduled for future release in 2027 and 2028 under equity award terms.

What Enovix (ENVX) restricted stock units (RSUs) are reported for the CEO?

The filing states that 1,997,944 shares are issuable upon vesting and settlement of RSUs granted to the CEO. These RSUs represent time-based equity awards that convert into common shares as they vest, forming a significant component of his overall compensation-linked share holdings.

What performance restricted stock units (PRSUs) does the Enovix (ENVX) CEO have?

The CEO has 47,775 vested PRSUs scheduled for release in March 2027 and 259,611 additional PRSUs, half releasing in April 2027 and half in April 2028. Each PRSU represents a contingent right to receive one Enovix common share upon settlement, subject to performance and timing conditions.

Does this Enovix (ENVX) Form 4 show an open-market stock sale by the CEO?

No, the transaction is described as payment of tax liability by delivering securities, coded as a tax-withholding disposition. Shares were withheld in connection with RSU vesting, meaning the company retained stock to cover taxes rather than the CEO executing an open-market sale transaction.