[Form 4] Enovix Corporation Warrant Insider Trading Activity

Rhea-AI Filing Summary

Thurman J. Rodgers, a trustee of the Rodgers Massey Revocable Living Trust and a 10% owner and director of Enovix Corporation (ENVX), reported a bona fide gift of 500,000 publicly-traded warrants to a donor advised fund. The Warrants were originally distributed by the issuer on July 21, 2025 at no cost and each entitles the holder to purchase one share of common stock at an $8.75 exercise price. The reported transaction date is 08/14/2025. After the gift, the Reporting Person retains beneficial interest in Warrants underlying 2,414,466 shares held in the Trust. The Warrants expire on October 1, 2026, subject to early-acceleration terms in the Warrant Agreement.

Insights

Securities Analyst

TL;DR: Insider transferred 500,000 warrants to a donor advised fund; holdings remain concentrated in a trust with exercise price and expiration defined.

The Form 4 documents a non-sale transfer: a bona fide gift of 500,000 warrants from the Rodgers Massey Revocable Living Trust to a donor advised fund. The transfer does not report a sale or cash proceeds and therefore does not reflect liquidity-taking or standard insider sell activity. Key precise terms are provided: warrants distributed July 21, 2025 at no cost, $8.75 exercise price, and an October 1, 2026 expiration subject to early-acceleration conditions under the Warrant Agreement. Post-transaction beneficial holdings of warrants underlying 2,414,466 shares remain held in the Trust where the reporting person has voting and dispositive power, which preserves concentrated insider exposure.

Corporate Governance Expert

TL;DR: Disclosure shows a gift to a donor advised fund while the reporting person retains control via trustee role; governance implications are limited.

The filing clarifies that the Reporting Person acts as trustee with voting and dispositive power over remaining warrants held by the Trust. The transaction is characterized as a bona fide gift rather than a sale, and the Form 4 includes the warrant terms and expiration. From a governance perspective, the filing provides clear attribution of indirect ownership and an explanation of the transfer, satisfying Section 16 reporting norms. No changes to officer status, compensation, or other governance events are indicated in the document.

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)
08/14/2025

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	08/14/2025		G(2)			500,000	07/21/2025	10/01/2026(3)	Common Stock, par value $0.0001	500,000	$0	2,414,466	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	08/14/2025
	** 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 transfer according to the Form 4?

The Form 4 reports a bona fide gift of 500,000 publicly-traded warrants from the Rodgers Massey Revocable Living Trust to a donor advised fund.

What are the economic terms of the transferred warrants (ENVXW)?

Each warrant entitles the holder to purchase one share of Enovix common stock at an $8.75 exercise price; the reported price per warrant is $0 because the warrants were distributed at no cost.

When do the warrants expire and are there special terms?

The Warrants will expire on October 1, 2026 at 5:00 p.m. New York City time, subject to possible automatic acceleration under the Warrant Agreement's early-expiration price condition.

How many warrants remain beneficially owned after the gift?

After the reported transaction, the Reporting Person retains beneficial ownership of Warrants underlying 2,414,466 shares held by the Trust, with the Reporting Person as trustee holding voting and dispositive power.

Was this transaction a sale or a gift and was any cash received?

The filing states this was a bona fide gift to a donor advised fund and indicates the Warrants were originally distributed to the Reporting Person at no cost, so no cash proceeds are reported.