[8-K] Enovix Corporation Warrant Reports Material Event

Rhea-AI Filing Summary

Enovix Corporation appointed John Daniel (Dan) McCranie to its Board of Directors effective August 12, 2025, increasing the Board to eight members and identifying him as an independent director. Mr. McCranie previously served on Enovix’s Board and had been an audit committee member and chair of the compensation committee before his resignation effective January 20, 2023.

Under the company’s Non-Employee Director Compensation Policy, Mr. McCranie will receive a prorated annual cash retainer of $50,000, an initial restricted stock unit grant valued at $275,000 (vesting quarterly over three years), and a prorated annual RSU grant valued at $195,000 (vesting quarterly over one year or until the next annual meeting). He will sign the company’s standard director indemnification agreement. A press release is filed as Exhibit 99.1.

Positive

• Experienced independent director added to the Board, restoring prior committee experience that supports governance continuity
• Clear, standard compensation structure with a mix of cash and equity (Initial RSU $275,000, Annual RSU $195,000) to align incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: Board adds an independent director with prior board experience; compensation is equity-heavy but routine, so limited near-term financial impact.

The appointment restores a former director with prior roles on the audit and compensation committees, which supports governance continuity. Compensation combines a modest cash retainer ($50,000) and equity grants ($275,000 initial, $195,000 annual), structured to retain service via multi-year vesting. There are no disclosed related-party transactions or material financial commitments beyond standard equity expense recognition. Overall, this is a governance update with limited direct impact on operating results.

Corporate Governance Expert

TL;DR: Reappointing a former independent director suggests continuity and committee experience without disclosed conflicts; indemnification is standard.

Mr. McCranie’s prior service as an audit committee member and compensation committee chair means he brings institutional knowledge that may aid oversight. The filing states he is independent and not party to transactions requiring Item 404 disclosure, and he will execute the company’s standard indemnification agreement. The equity vesting schedules align with typical director retention practices. This is a routine, governance-focused disclosure rather than a substantive strategic change.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

Enovix Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-39753

85-3174357

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3501 W Warren Avenue Fremont, California						94538
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 695-2350

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ENVX

The Nasdaq Global Select Market

Warrants, each exercisable for one share of Common Stock, at an exercise price of $8.75 per share

ENVXW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointment

On August 12, 2025, the Board of Directors (the “Board”) of Enovix Corporation (the “Company”) appointed John Daniel (Dan) McCranie to its Board, to serve until the Company’s 2026 annual meeting of stockholders, bringing the total number of directors on the Board to eight. Mr. McCranie will be an independent member of the Board. Mr. McCranie previously served on the Company’s Board and as a member of the audit committee and chair of the compensation committee at the time of his resignation, effective January 20, 2023.

In connection with his appointment to the Board and in accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”), Mr. McCranie will receive an annual cash retainer of $50,000, paid quarterly in arrears and pro-rated based on the days served in the applicable fiscal quarter. Under the Policy, Mr. McCranie will also receive an initial equity grant of restricted stock units (“RSUs”) equal to $275,000 based on the Fair Market Value (“FMV”) of the Company’s common stock on the date of the grant (the “Initial RSU”), and an annual grant of RSUs equal to $195,000 based on the FMV of the Company’s common stock on the date of grant (the “Annual RSU”), prorated based on the number of days between the date of appointment and the Company’s next annual meeting. The Initial RSU vests quarterly over three years and the Annual RSU vests quarterly over one year until the earlier of (i) the date of the following annual meeting of stockholders and (ii) the one-year anniversary of the date of the grant, each vesting date subject to Mr. McCranie’s continued service as a director.

Mr. McCranie will execute the Company’s standard form of indemnification agreement for directors, which was filed as Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2021. There is no arrangement or understanding between Mr. McCranie and the Company or any other person pursuant to which Mr. McCranie was appointed as a director. Mr. McCranie is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The press release announcing Mr. McCranie’s appointment to the Board is attached hereto as Exhibit 99.1 and is filed herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated August 14, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

									Enovix Corporation
Date:			August 14, 2025			By:			/s/ Arthi Chakravarthy
									Arthi Chakravarthy Chief Legal Officer and Head of Corporate Development

FAQ

Who was appointed to the Enovix (ENVXW) board?

The company appointed John Daniel (Dan) McCranie as an independent director.

When did Enovix appoint Dan McCranie to the board?

The appointment took effect on August 12, 2025.

What compensation will Dan McCranie receive from Enovix?

He will receive a prorated annual cash retainer of $50,000, an initial RSU grant valued at $275,000, and a prorated annual RSU valued at $195,000.

How do Mr. McCranie’s RSUs vest?

The Initial RSU vests quarterly over three years. The Annual RSU vests quarterly over one year until the next annual meeting or the one-year anniversary, prorated for service days.

Are there any related-party transactions disclosed with this appointment?

The filing states Mr. McCranie is not a party to any transaction required to be disclosed under Item 404 of Regulation S-K.