Enovix Form 4: Routine RSU Tax Withholding by CEO Talluri

Rhea-AI Filing Summary

SEC filing: Form 4 for Enovix Corporation (ENVX).

On 08 Jul 2025, President & CEO Rajendra K. Talluri reported a disposition of 17,925 common shares (transaction code F) valued at $13.44 per share. The shares were withheld by the company to cover tax obligations arising from the vesting of restricted stock units (RSUs); no open-market sale occurred.

After the withholding, Talluri directly owns 2,399,871 ENVX shares, including 1,928,640 shares that will be issued upon future RSU settlement. No derivative transactions were reported.

The event is routine, reflects regulatory compliance, and does not materially alter insider ownership or signal a strategic change.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; negligible impact on valuation or insider sentiment.

The Form 4 shows a small share disposition (<1% of holdings) executed under code F, which strictly covers tax liabilities tied to RSU vesting. Talluri retains a sizable 2.4 million-share stake, keeping management’s economic exposure intact. With no open-market activity or derivative exercises, the filing is administratively significant but financially neutral. Investors should view the event as standard equity compensation housekeeping rather than a signal of bullish or bearish outlook.

Corporate Governance Specialist

TL;DR: Compliant, routine insider filing; no governance red flags.

Code F transactions are non-discretionary events required to meet withholding obligations. The timely submission underscores adherence to Section 16 reporting rules. Beneficial ownership disclosure (2.4 million shares) demonstrates continued alignment between leadership and shareholders. No indications of coordinated insider selling or breach of blackout policies were observed, keeping governance risk low.

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

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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)
07/08/2025

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	07/08/2025		F		17,925(1)	D	$13.44	2,399,871(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 July 8, 2025. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

2. Includes 1,928,640 shares issuable upon the settlement of RSUs granted to the Reporting Person.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Raj Talluri	07/09/2025
	** 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 insider transaction did ENVX CEO Raj Talluri report on July 8, 2025?

He disposed of 17,925 shares via tax withholding (code F) after RSU vesting; it was not an open-market sale.

How many Enovix shares does Raj Talluri own after the transaction?

He directly owns 2,399,871 common shares, including 1,928,640 underlying RSUs.

Was there any open-market selling by ENVX insiders?

No. The shares were withheld by the issuer to satisfy tax obligations, not sold on the market.

What does transaction code "F" signify in a Form 4 filing?

Code F indicates shares withheld by the issuer to cover taxes due upon the vesting of equity awards.

At what price were the withheld ENVX shares valued?

The filing reports a valuation price of $13.44 per share.

Does this Form 4 suggest insider selling pressure at Enovix?

No; the small, routine withholding is considered neutral and does not signal a change in insider sentiment.