Enovix CEO reports RSU tax-withholding and sale of 30,187 warrants

Rhea-AI Filing Summary

Raj Talluri, Enovix Corporation's President and CEO and a director, reported transactions in the company's common stock and publicly traded warrants. On 08/18/2025, 17,617 shares of common stock were disposed of at $10.17 per share to satisfy tax withholding related to RSUs that vested that day. Following the transaction, the reporting person beneficially owned 2,383,201 shares, which includes 1,853,852 shares issuable upon settlement of outstanding RSUs. Separately, on 08/15/2025 the reporting person sold 30,187 warrants for a weighted-average price of $1.6814 per warrant; the warrants, distributed on 07/21/2025 at no cost, have an $8.75 exercise price and expire on 10/01/2026 unless accelerated. The Form 4 was signed by an attorney-in-fact on 08/22/2025.

Positive

• The filing provides clear disclosure of insider transactions, supporting regulatory transparency.
• The 17,617-share disposition was for tax withholding on RSU vesting, not an open-market sell-off.

Negative

• The reporting person’s direct beneficial ownership decreased by 17,617 shares following the withholding.
• The reporting person sold 30,187 warrants, reducing potential future share upsides from those instruments.

Insights

Financial Analyst

TL;DR: Routine insider withholding and warrant sales; limited impact on ownership or valuation.

The reported transactions are standard compensation-related activity and secondary market sales of distributed warrants. The 17,617-share disposition was a tax-withholding event tied to RSU vesting, not a voluntary open-market sale, and the reporting person still shows substantial beneficial ownership (2,383,201 shares, including 1,853,852 RSU-linked shares). The sale of 30,187 warrants at a weighted-average price of $1.6814 generated liquidity but represents a small fraction of total shares outstanding implied by the insider stake. These actions are permissive for liquidity and tax purposes and do not on their face signal a change in corporate strategy or material alteration in control.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; shows proper use of withholding and reporting via Form 4.

The filing documents compliance with SEC reporting rules for a senior officer and director. The disclosure explains the tax-withholding settlement of vested RSUs and the separate sale of warrants distributed at no cost, including exercise price and expiration details. The Form 4 includes specific transaction codes and pricing ranges for the warrant sales, and is signed by an authorized attorney-in-fact, indicating procedural completeness. From a governance perspective, this is a routine, transparent insider disclosure without indication of governance concerns.

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)
08/15/2025

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
Common Stock	08/18/2025		F		17,617(1)	D	$10.17	2,383,201(2)	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	08/15/2025		S			30,187(3)	07/21/2025	10/01/2026(4)	Common Stock, par value $0.0001	30,187	$1.6814(5)	0	D

Explanation of Responses:

1. Reflects the withholding of shares of the Issuer's common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") on August 18, 2025. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

2. Includes1,853,852 shares issuable upon the settlement of RSUs granted to the Reporting Person.

3. Table II of this Form 4 relates to a sale 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").

4. 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.

5. The price reported in Column 8 is a weighted-average price. The warrants were sold in multiple transactions ranging from $1.55 to $1.78, 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 Raj Talluri	08/22/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Raj Talluri report for Enovix (ENVX/ENVXW)?

He reported a 17,617-share disposition on 08/18/2025 at $10.17 per share to satisfy tax withholding from RSU vesting and a sale of 30,187 warrants on 08/15/2025 at a weighted-average price of $1.6814.

How many shares does Raj Talluri beneficially own after the transactions?

The Form 4 reports 2,383,201 shares beneficially owned following the reported transactions, which includes 1,853,852 shares issuable upon settlement of RSUs.

What are the key terms of the warrants sold by the reporting person (ENVXW)?

The warrants have an $8.75 exercise price, were distributed on 07/21/2025 at no cost, were sold in multiple transactions for prices between $1.55 and $1.78, and expire on 10/01/2026 subject to acceleration conditions.

Was the 17,617-share transaction a market sale?

No. The filing explains the 17,617-share disposition reflected withholding to satisfy tax obligations tied to RSU vesting on 08/18/2025.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Arthi Chakravarthy, Attorney-in-Fact for Raj Talluri on 08/22/2025.