Enovix Form 4: CEO Awarded RSUs, Tax Withholding Recorded at $10.51

Rhea-AI Filing Summary

Enovix Corp (ENVX): Raj Talluri, the company's President, CEO and a director, received a fully vested award of restricted stock units (RSUs) on 08/22/2025 as a quarterly bonus. The grant resulted in the issuance of 14,866 shares of common stock at no cash cost to the reporting person and increased his total reported beneficial ownership to 2,398,067 shares, which includes 1,868,718 shares issuable upon settlement of RSUs.

The filing also shows the withholding of 7,857 shares to satisfy tax obligations related to the RSU settlement; those shares were treated as disposed at an effective price of $10.51, leaving 2,390,210 shares reported after withholding, including 1,853,852 shares issuable upon settlement of RSUs. The Form 4 was signed by an attorney-in-fact on 08/26/2025.

Positive

• Receipt of fully vested RSUs (14,866 shares) as an earned quarterly bonus demonstrates alignment of executive compensation with company performance
• Substantial reported beneficial ownership (approximately 2.39 million shares), including significant RSUs issuable upon settlement, aligns CEO interests with shareholders

Negative

• Share withholding of 7,857 shares to satisfy tax obligations resulted in a disposition recorded at $10.51, which modestly reduces the reporting person's outstanding shares
• Issuance of RSUs increases potential dilution as 1,853,852–1,868,718 shares are issuable upon settlement of outstanding RSUs

Insights

Corporate Governance Expert

TL;DR: Routine executive equity compensation and tax withholding; no indication of unusual trading or governance change.

The entry reflects a standard issuance of fully vested RSUs as a quarterly bonus to the CEO and concomitant share withholding to satisfy tax obligations. The transactions update beneficial ownership counts and RSU settlement tallies but do not show open-market sales beyond tax-related disposition. For investors, this is a typical insider compensation event rather than a material change to control or strategy.

Securities Analyst

TL;DR: Compensation-driven share issuance with modest withholding; impact on share count is minor relative to total outstanding shares.

The Form 4 discloses 14,866 shares issued upon RSU vesting and 7,857 shares withheld to cover taxes at an indicated price of $10.51. The filing also clarifies the number of RSU-settled shares remaining (1,868,718 before withholding; 1,853,852 after), updating the CEO's beneficial ownership to ~2.39 million shares. These changes are operational and compensation-related and unlikely to meaningfully affect valuation metrics on their own.

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^*

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)
08/22/2025

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	08/22/2025		A		14,866(1)	A	$0	2,398,067(2)	D
Common Stock	08/22/2025		F		7,857(3)	D	$10.51	2,390,210(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

Explanation of Responses:

1. Reflects shares of the Issuer's common stock issued to the Reporting Person upon the receipt of a fully vested award of restricted stock units ("RSUs") on August 22, 2025. These RSUs represent the Reporting Person's award bonus earned for the quarter ended June 29, 2025. Each RSU represents a contingent right to receive one share of Issuer's common stock.

2. Includes 1,868,718 shares issuable upon the settlement of RSUs granted to the Reporting Person.

3. Reflects the withholding of shares of the Issuer's common stock to satisfy tax withholding obligations in connection with the receipt of fully vested award of RSUs on August 22, 2025.

4. Includes 1,853,852 shares issuable upon the settlement of RSUs granted to the Reporting Person.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Raj Talluri	08/26/2025
	** 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 transactions did Raj Talluri report on the Form 4 for Enovix (ENVX)?

The Form 4 reports the issuance of 14,866 shares on 08/22/2025 from fully vested RSUs and the withholding/disposition of 7,857 shares to satisfy tax obligations at an indicated price of $10.51.

How did the Form 4 affect Raj Talluri's beneficial ownership in Enovix?

Following the RSU issuance, his beneficial ownership was reported as 2,398,067 shares; after withholding for taxes the filing reports 2,390,210 shares, including RSUs issuable upon settlement.

How many RSU-settled shares are referenced in the filing?

The filing states 1,868,718 shares issuable upon settlement of RSUs in one count and 1,853,852 shares issuable after accounting for withholding.

Was the Form 4 filed individually or on behalf of multiple reporting persons?

The form was filed by one reporting person (Raj Talluri) and signed by an attorney-in-fact on 08/26/2025.

Does the Form 4 show any open-market sales beyond tax-related withholding?

No. The only reported disposition is the 7,857-share withholding to satisfy tax obligations related to RSU settlement; no other open-market sales are reported.