Enovix (ENVX) Form 4: CEO Covers Taxes, Retains Major Stake

Rhea-AI Filing Summary

Enovix Corporation (ENVX) – Form 4 Insider Transaction: President & CEO Rajendra K. Talluri filed a Form 4 reporting an internal share-withholding transaction on 18 June 2025. The filing shows that 17,617 shares of common stock were withheld by the company (transaction code F) to satisfy statutory tax obligations triggered by the same-day vesting of restricted stock units (RSUs). The shares were valued at $8.50 per share, implying a total tax-settlement value of roughly $149,745.

Post-transaction, Talluri’s beneficial ownership stands at 2,433,335 ENVX shares, of which 1,991,958 shares relate to un-settled RSUs that will convert to common stock upon future vesting. No open-market buying or selling occurred; the transaction is purely administrative and does not change the executive’s economic exposure in a meaningful way. There were no derivative securities acquired or disposed of beyond the RSU conversion noted above, and no changes in indirect ownership were reported.

The filing is routine and primarily relevant for corporate-governance transparency rather than indicating a directional view on the company’s prospects. Investors should view the event as neutral: the CEO continues to hold a substantial equity stake, and no liquidity sale was executed.

Insights

Securities Analyst

TL;DR Neutral administrative Form 4: 17,617 shares withheld for taxes; CEO still owns 2.43 million ENVX shares, including 1.99 million RSUs.

The F-code transaction reflects mandatory tax withholding from RSU vesting. Because the shares never reached the open market, the action does not signal insider sentiment. Talluri’s remaining stake represents a material 2.43 million shares, preserving strong alignment with shareholders. No derivatives were exercised, and no new options granted, leaving capital-structure impact immaterial. Overall market impact is limited; investors should monitor future RSU vesting schedules but need not adjust valuation models based on this filing.

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)
06/18/2025

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	06/18/2025		F		17,617(1)	D	$8.5	2,433,335(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 June 18, 2025. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

2. Includes 1,991,958 shares issuable upon the settlement of RSUs granted to the Reporting Person.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Raj Talluri	06/20/2025
	** 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

Why did ENVX CEO Raj Talluri dispose of 17,617 shares on 18 Jun 2025?

The shares were withheld to cover taxes due on the vesting of restricted stock units, coded "F" for tax withholding.

How many Enovix (ENVX) shares does Raj Talluri own after the Form 4 transaction?

He beneficially owns 2,433,335 shares, including 1,991,958 shares issuable from RSUs.

What does transaction code "F" mean in the ENVX Form 4?

Code F signifies payment of tax obligations by share withholding upon equity award vesting, not an open-market sale.

Were any ENVX shares sold on the open market in this filing?

No. The transaction involved internal share withholding only; no open-market sale occurred.

How many RSUs are included in Raj Talluri’s reported ownership?

The filing states 1,991,958 RSUs remain outstanding and will convert to common stock when vested.