Enovix insider disposes of warrants after early expiration acceleration

Rhea-AI Filing Summary

Enovix Corp (ENVX) Form 4 summary: The filing reports that warrants issued to Thurman J. Rodgers on July 21, 2025 were sold in multiple transactions on August 28–29, 2025. The warrants had an $8.75 exercise price and original expiration of October 1, 2026 that was accelerated to August 29, 2025 when an early expiration condition was met. The Form 4 discloses sales of warrants underlying up to 1,259,211 shares and an additional 655,255 warrant position; weighted-average sale prices for resulting shares ranged from approximately $0.59–$1.44 across separate transactions. Remaining warrants are held by a trust for which Rodgers is trustee and retains voting and dispositive power.

Positive

• None.

Negative

• Insider sold a large warrant position representing warrants underlying a combined 1,914,466 potential shares (1,259,211 + 655,255), which increases near-term share supply when exercised or settled.
• Sales occurred at low weighted-average prices (reported ranges $0.59–$0.67 and $1.20–$1.44), indicating dispositions at prices well below the $8.75 exercise price and limiting potential upside from future exercise.
• Early acceleration of warrant expiration moved the expiration earlier (to August 29, 2025) affecting holders' exercise window and prompting immediate dispositions.

Insights

Securities Analyst

TL;DR: Insider sold a substantial number of warrants after early-acceleration, reducing direct exercisable exposure and realizing proceeds at low weighted-average prices.

The sale of warrants underlying over 1.9 million potential shares (1,259,211 + 655,255) following an acceleration of the warrant expiration is material to share overhang and dilution timing. The reported weighted-average realized prices for resulting share sales were in the low single digits ($0.59–$1.44), indicating proceeds were collected at prices well below the $8.75 exercise price and far below typical common-stock levels when exercise would be expected to occur. For investors, the transaction changes the near-term supply of deliverable shares from these warrants and clarifies that the reporting person converted liquidity rather than holding for potential future exercise at the stated strike.

Corporate Governance Expert

TL;DR: A director and 10% owner acted through trust and an attorney-in-fact to sell distributed warrants after an early-expiration trigger.

The filing shows Rodgers holds indirect control via a trust and executed sales through an attorney-in-fact, which raises standard governance transparency points but does not allege misconduct. The acceleration of expiration per the Warrant Agreement and subsequent dispositions are properly disclosed. From a governance perspective, insider selling of distributed compensation instruments is notable for signaling and should be monitored alongside future filings to determine whether this represents portfolio diversification, tax planning, or other personal liquidity needs.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
08/28/2025

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)	$8.75	08/28/2025		S			655,255(1)	07/21/2025	10/01/2026(2)	Common Stock, par value $0.0001	655,255	$1.27(3)	1,259,211	I	Trust(4)
Warrant (Right to Buy)	$8.75	08/29/2025		S			1,259,211(1)	07/21/2025	10/01/2026(2)	Common Stock, par value $0.0001	1,259,211	$0.6(5)	0	I	Trust

Explanation of Responses:

1. This Form 4 relates to sales of publicly-traded warrants (the "Warrants") previously distributed to the Reporting Person. 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. In accordance with the Warrant Agreement, the original expiration date ceased to be exercisable at 5:00 p.m. New York City time on October 1, 2026 (the Expiration Date), subject to automatic acceleration upon satisfaction of the early expiration price condition. On August 28, 2025, the early expiration price condition was met and the expiration date for the warrants was accelerated to be on August 29, 2025. The Warrants was ceased to be exercisable prior to 5:00pm New York City time on August 29, 2025.

3. The price reported in Column 8 is a weighted-average price. The shares were sold in multiple transactions ranging from $1.20 to $1.44, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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.

5. The price reported in Column 8 is a weighted-average price. The shares were sold in multiple transactions ranging from $0.59 to $0.67, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Thurman J. Rodgers	09/02/2025
	** 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 warrants did Thurman J. Rodgers sell according to the Form 4?

The Form 4 reports sales of warrants issued July 21, 2025 with an $8.75 exercise price that were disposed of on August 28–29, 2025.

How many underlying shares do the reported warrants represent?

The filing lists warrants underlying 655,255 and 1,259,211 common shares, totaling 1,914,466 potential shares.

What prices were realized for the sales reported in the Form 4?

Reported weighted-average sale prices for resulting share sales ranged from about $0.59–$0.67 for one set and $1.20–$1.44 for another; the Form 4 cites weighted-average prices in Column 8.

Why did the warrant expiration change?

Per the Warrant Agreement, an early expiration price condition was met on August 28, 2025, accelerating the expiration to August 29, 2025 from the original October 1, 2026 date.

Does Rodgers retain any control over remaining warrants?

Yes. The filing states remaining warrants are held by a trust for which Rodgers is a trustee and he has voting and dispositive power over those warrants.