Enovix Insider Talluri Withholds Shares for Taxes; 1.81M RSUs Remain

Rhea-AI Filing Summary

Talluri Rajendra K, President and CEO and director of Enovix Corporation (ENVX), reported a transaction on 09/18/2025 showing 17,617 shares of common stock disposed of at a price of $9.96. The filing explains these shares were withheld to satisfy tax withholding obligations upon the vesting of restricted stock units (RSUs). After the withholding, the reporting person beneficially owned 2,368,301 shares, which includes 1,812,399 shares issuable upon settlement of outstanding RSUs. The Form 4 was signed by an attorney-in-fact on 09/19/2025.

Positive

• Large retained ownership of 2,368,301 shares indicating continued alignment with shareholders
• Transaction was a withholding to satisfy tax on vested RSUs rather than an open-market sale

Negative

• 17,617 shares disposed through withholding, reducing outstanding direct shares
• 1,812,399 shares remain issuable upon RSU settlement, representing potential future dilution

Insights

Securities Analyst

TL;DR Routine tax-withholding sale of vested RSUs; substantial remaining RSU exposure.

The reported disposition of 17,617 shares at $9.96 reflects share withholding to cover tax obligations on vested RSUs rather than an open-market sale, which typically has different signaling for investors. The reporting person retains a large equity stake (2,368,301 shares) including 1,812,399 RSU-settled shares, indicating continued alignment with shareholder value. This is a routine insider filing with limited market-impact implications.

Corporate Governance Expert

TL;DR Transaction appears administrative and consistent with standard equity compensation practices.

The Form 4 discloses a withholding-based disposition tied to RSU vesting, which is common for executives to meet tax liabilities. The sizable number of RSUs remaining issuable suggests ongoing compensation exposure and potential future dilution upon settlement. No indication of voluntary open-market divestiture or change in control is present in the 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).

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)
09/18/2025

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	09/18/2025		F		17,617(1)	D	$9.96	2,368,301(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 September 18, 2025. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

2. Includes 1,812,399 shares issuable upon the settlement of RSUs granted to the Reporting Person.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Raj Talluri	09/19/2025
	** 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 insider Raj Talluri report on Form 4 (ENVX)?

The Form 4 reports the disposal of 17,617 shares on 09/18/2025 at $9.96, withheld to satisfy tax obligations on vested RSUs.

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

After the transaction the reporting person beneficially owns 2,368,301 shares, including RSUs issuable upon settlement.

How many RSU-settled shares remain issuable to the reporting person?

The filing states 1,812,399 shares are issuable upon settlement of outstanding RSUs.

Was the sale an open-market transaction or tax withholding?

The explanation clarifies the disposition reflects withholding of shares to satisfy tax withholding obligations in connection with RSU vesting.

When was the Form 4 signed and filed?

The Form 4 shows signature by an attorney-in-fact on 09/19/2025 and the transaction date of 09/18/2025.