[Form 4] Enovix Corporation Warrant Insider Trading Activity

Rhea-AI Filing Summary

Thurman J. Rodgers, a director and reported >10% owner of Enovix Corporation (ENVX), reported exercising 220,114 publicly-traded warrants into common stock at an $8.75 exercise price, with the resulting shares held by a charitable trust for which he is trustee. The filing shows 1,120,114 shares beneficially owned following the transaction in that trust and an additional 20,858,407 shares held indirectly by a separate revocable trust. The revocable trust also holds 2,914,466 warrants. The report notes 22,543 restricted stock units outstanding for the reporting person. The warrants were distributed by the issuer at no cost and expire on October 1, 2026.

Insights

Securities Analyst

TL;DR: Insider exercised warrants for 220,114 shares; meaningful indirect trust holdings and warrants indicate concentrated ownership.

The filing documents a warrant exercise that converted 220,114 warrants into common shares at an $8.75 exercise price, increasing shares held in a trust controlled by the reporting person. Separately, a revocable trust controlled by the reporting person holds 20,858,407 shares and 2,914,466 warrants, which represents sizeable indirect exposure to Enovix equity and potential further dilution if exercised. The disclosure is routine but material to ownership structure and potential future supply of shares from outstanding warrants.

Corporate Governance Expert

TL;DR: Transaction appears procedural; trustee status drives beneficial ownership disclosures and concentration of voting power.

The report clarifies that shares and warrants are held in trusts for which the reporting person is trustee and has voting and dispositive power. That trustee relationship is the key governance detail: it aggregates control and requires clear disclosure under Section 16. The filing also documents 22,543 RSUs tied to the reporting person, which are typical compensation-related contingent shares requiring future reporting upon settlement.

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

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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^*

Rodgers Thurman J

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		X		220,114(1)	A	$8.75	1,120,114(2)	I	Trust(2)
Common Stock								20,858,407	I	Trust(3)
Common Stock								22,543(4)	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
Warrant (Right to Buy)	$8.75	08/11/2025		X			220,114(1)	07/21/2025	10/01/2026(5)	Common Stock, par value $0.0001	220,114	$0	0	I	Trust(2)
Warrant (Right to Buy)	$8.75(6)							07/21/2025	10/01/2026(5)	Common Stock, par value $0.0001	2,914,466		2,914,466	I	Trust(3)

Explanation of Responses:

1. Reflects shares issued upon the exercise of publicly-traded warrants (the "Warrants") by the Rodgers Family Freedom and Free Markets Charitable Trust for which the Reporting Person is a trustee and has voting and dispositive power over the shares and the Warrants. The Warrants were distributed by the Issuer on July 21, 2025 at no cost to the Reporting Person, and each Warrant entitles the holder to purchase one share of common stock at an exercise price of $8.75 per share in accordance with the Warrant Agreement dated July 21, 2025 between the Issuer and Computershare Trust Company N.A., as warrant agent (the "Warrant Agreement").

2. The shares and Warrants are held by the Rodgers Family Freedom and Free Markets Charitable Trust for which the Reporting Person is a trustee and has voting and dispositive power over the shares and Warrants.

3. The shares and Warrants are held by the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the Reporting Person is a trustee and has voting and dispositive power over the shares and Warrants.

4. Includes 22,543 shares issuable upon the settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

5. The Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on October 1, 2026 (the "Expiration Date"). The Expiration Date is subject to automatic acceleration upon satisfaction of the early expiration price condition (as defined in the Warrant Agreement) and subject to the other terms of the Warrant Agreement.

6. The Warrants were distributed by the Issuer on July 21, 2025 at no cost to the Reporting Person, and each Warrant entitles the holder to purchase one share of common stock at an exercise price of $8.75 per share in accordance with the Warrant Agreement.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Thurman J. Rodgers	08/12/2025
	** 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 Thurman J. Rodgers report on the Form 4 for Enovix (ENVX)?

He reported the exercise of 220,114 publicly-traded warrants into common stock at an $8.75 exercise price, with the resulting shares held by a trust for which he is trustee.

How many shares and warrants are held indirectly by trusts controlled by Rodgers?

The filing shows 20,858,407 shares held by a revocable trust and 2,914,466 warrants held by that trust; another trust shows 1,120,114 shares following the reported transaction.

Are there any restricted stock units (RSUs) disclosed for Rodgers?

Yes. The report includes 22,543 RSUs representing contingent rights to receive common stock upon settlement.

When do the warrants mentioned in the filing expire?

The warrants are stated to expire on October 1, 2026, subject to the terms of the Warrant Agreement.

Were the warrants distributed for a cost to the reporting person?

The filing explicitly states the warrants were distributed by the issuer at no cost to the reporting person.