ENVX Form 4: Talluri Retains 2.33M Shares; PRSUs Release in 2026–2027

Rhea-AI Filing Summary

Raj Talluri, President and CEO of Enovix Corporation (ENVX), reported a non-derivative disposition of 17,925 shares of common stock on 10/08/2025 at a price of $12.66 per share. The sale is coded F, and the filing states these shares were withheld to satisfy tax-withholding obligations related to the vesting of restricted stock units (RSUs).

After the withholding, the report shows beneficial ownership of 2,334,837 shares. That total includes 1,749,081 shares issuable upon settlement of RSUs and 95,551 performance RSUs (PRSUs), with 50% of the PRSUs scheduled to release on 03/02/2026 and the remaining 50% on 03/01/2027. The form indicates the reporting person serves as both a director and the company’s President and CEO.

Positive

• Reporting person retains significant ownership with 2,334,837 shares beneficially owned
• Majority of the equity is tied to RSUs/PRSUs, aligning executive incentives with long-term performance
• PRSUs have defined release dates on 03/02/2026 and 03/01/2027, creating clear vesting horizons

Negative

• Potential near-term dilution from 1,749,081 RSU-settled shares and 95,551 PRSUs when they settle
• Tax-withholding triggered share disposition of 17,925 shares at $12.66, indicating immediate dilution related to compensation
• Substantial portion of reported ownership is contingent on future settlement of RSUs/PRSUs rather than currently vested shares

Insights

Corporate Governance Expert

Insider sale was a tax-withholding action tied to equity compensation, not an open-market cash-sale decision.

The filing discloses a share disposition of 17,925 shares at $12.66 described as withholding to satisfy tax obligations on vested RSUs. This is a common administrative outcome when equity awards vest.

The reporting person retains substantial economic exposure with 2,334,837 shares beneficially owned, including time- and performance-based awards that vest in 2026 and 2027. Investors may view continued large holdings as alignment with shareholder interests over the stated vesting horizons.

Compensation Analyst

Equity compensation structure and scheduled PRSU releases create near-term dilution and retention incentives.

The position includes 1,749,081 RSU-settled shares and 95,551 PRSUs, with PRSU tranches releasing 03/02/2026 and 03/01/2027. These awards indicate multi-year retention and performance linkage in executive pay.

Withholding of 17,925 shares to cover taxes slightly reduces outstanding shares immediately, but the underlying awards will increase share count when settled; the net effect depends on future settlements and any company share-retirement practices.

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
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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)
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		17,925(1)	D	$12.66	2,334,837(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 1,749,081 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	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 did Enovix CEO Raj Talluri report on Form 4 (ENVX)?

The CEO reported a disposition of 17,925 shares on 10/08/2025 at $12.66 per share to satisfy tax-withholding from vested RSUs.

How many shares does Raj Talluri beneficially own after the reported transaction?

The filing shows beneficial ownership of 2,334,837 shares following the transaction.

How many RSU- and PRSU-related shares are included in Talluri's ownership?

The total includes 1,749,081 shares issuable upon RSU settlement and 95,551 PRSUs, with scheduled releases on 03/02/2026 and 03/01/2027.

Was the share sale an open-market sale or tied to compensation?

The filing states the shares were withheld to satisfy tax-withholding obligations from RSU vesting, not an open-market discretionary sale.

What is the price per share reported for the withheld shares?

The reported per-share price for the withheld shares is $12.66.

Does the Form 4 indicate the filer’s role at Enovix?

Yes, the reporting person is listed as both a Director and the company’s President and CEO.