ENVX Form 4 — 500,000 Warrants Donated; Trustee Keeps 1.91M

Rhea-AI Filing Summary

Enovix insider transaction: The Form 4 reports that 500,000 publicly-traded warrants were transferred as a bona fide gift from the Rodgers Massey Revocable Living Trust, for which Thurman J. Rodgers is trustee and retains voting and dispositive power, to a donor advised fund. The Warrants were originally distributed by the issuer on July 21, 2025 at no cost and each Warrant is exercisable for one share of common stock at an $8.75 exercise price. Following the reported gift, the Reporting Person beneficially owns 1,914,466 warrants indirectly through the Trust. The Warrants expire on October 1, 2026, subject to early-acceleration conditions in the Warrant Agreement.

Positive

• Warrants were distributed by the issuer at no cost on July 21, 2025, indicating issuance terms that did not require cash payment from initial recipients
• Beneficial ownership disclosure provided, clarifying the Reporting Person's indirect holdings of 1,914,466 warrants through the Trust

Negative

• 500,000 warrants were removed from the Trusts holdings via a gift to a donor advised fund, reducing that entitys potential future exercise-related capital inflow
• Warrants are exercisable into common stock at $8.75, which, if exercised, would dilute existing shareholders prior to the October 1, 2026 expiration

Insights

Corporate Governance Expert

TL;DR: A trustee transferred 500,000 warrants to a donor advised fund while retaining control over remaining warrants, raising governance and insider-ownership notes.

The filing documents a non-sale, charitable gift of 500,000 warrants originally distributed by Enovix. The Reporting Person serves as trustee and retains voting and dispositive power over the remaining 1,914,466 warrants held by the Trust, which is relevant for assessing insider influence and potential future actions involving these derivative securities. The gift itself was executed without cash consideration, consistent with a bona fide charitable transfer and not a market disposal.

Securities Analyst

TL;DR: 500,000 warrants moved to a donor advised fund; warrants exercisable at $8.75 could convert to common shares before Oct 1, 2026.

The warrants underlying this Form 4 carry an $8.75 exercise price and each converts to one share of common stock. The instrument's expiration is October 1, 2026, subject to acceleration terms. From an investor standpoint, the transfer is a non-cash disposition that reduces the Trusts direct economic ownership of those 500,000 warrants while leaving control over the Trust-held balance intact. The transaction does not disclose any cash proceeds and appears structured as a gift.

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^*

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)
08/15/2025

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

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)(1)	$8.75	08/15/2025		G(2)			500,000	07/21/2025	10/01/2026(3)	Common Stock, par value $0.0001	500,000	$0	1,914,466	I	Trust(4)

Explanation of Responses:

1. This Form 4 relates to a bona fide gift of publicly-traded warrants (the "Warrants") previously distributed to the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the Trust) for which the Reporting Person is a trustee and has voting and dispositive power over 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. Represents a bona fide gift of 500,000 Warrants from the Trust to a donor advised fund.

3. 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.

4. The remaining Warrants are held by the Trust for which the Reporting Person is a trustee and has voting and dispositive power over the Warrants.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Thurman J. Rodgers	08/15/2025
	** 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 Thurman J. Rodgers report on Form 4 (ENVX)?

The Form 4 reports a bona fide gift of 500,000 warrants from the Rodgers Massey Revocable Living Trust to a donor advised fund; the Reporting Person is a trustee with voting and dispositive power over remaining warrants.

How many warrants does the Reporting Person beneficially own after the transaction?

Following the reported transaction, the Reporting Person beneficially owns 1,914,466 warrants indirectly through the Trust.

What are the key terms of the warrants mentioned in the Form 4?

Each warrant entitles the holder to purchase one share of common stock at an exercise price of $8.75; the warrants expire on October 1, 2026, subject to early-acceleration conditions.

Was there any cash consideration for the transferred warrants?

No. The Form 4 states the transfer was a bona fide gift and the warrants were originally distributed by the issuer at no cost.

When were the warrants originally distributed by the issuer?

The warrants were distributed by the issuer on July 21, 2025 pursuant to the Warrant Agreement with Computershare Trust Company N.A. as warrant agent.