[Form 4] Enovix Corporation Warrant Insider Trading Activity

Rhea-AI Filing Summary

Thurman J. Rodgers, a director and 10% owner of Enovix Corporation, reported on Form 4 that publicly distributed warrants were exercised on 08/08/2025, resulting in the acquisition of 57,142 shares at an exercise price of $8.75 per share. The filing states the warrants were distributed by the issuer on July 21, 2025 and will expire on October 1, 2026, subject to possible acceleration under the Warrant Agreement. Rodgers reports beneficial ownership through the Rodgers Massey Revocable Living Trust and the Rodgers Family Freedom and Free Markets Charitable Trust, for which he is trustee with voting and dispositive power, bringing reported beneficial ownership to 20,858,407 shares. The filing also discloses 22,543 restricted stock units that are contingent rights to common stock.

Positive

• 57,142 shares were acquired by exercise of publicly-distributed warrants at $8.75 per share on 08/08/2025
• The filing reports 20,858,407 shares beneficially owned following the reported transactions, held through trusts for which the reporting person is trustee
• Warrant distribution and terms are disclosed (distributed 07/21/2025, exercisable, with clear expiration provisions)

Negative

• 22,543 restricted stock units are stated as contingent rights and are not yet issued
• The exercised warrants and remaining warrants expire on October 1, 2026, limiting the time window for exercise

Insights

Financial Analyst

TL;DR: Insider exercised warrants into shares; modest immediate dilution but increased reported beneficial ownership to over 20.8 million shares.

The Form 4 shows the exercise of warrants distributed on July 21, 2025 into 57,142 shares at $8.75 each on 08/08/2025. This is a cash exercise that converts derivative securities into common stock, increasing the reporting persons beneficial holdings reported as 20,858,407 shares held indirectly through trusts for which he is trustee. The warrants carry a fixed exercise price and an expiration date of October 1, 2026, which limits their time value. The filing also notes 22,543 RSUs that remain contingent. Overall, this is a routine insider conversion of warrants rather than an open-market purchase.

Corporate Governance Expert

TL;DR: Reporting person holds voting and dispositive power via trusts; the filing clarifies indirect ownership and outstanding contingent awards.

The disclosure explicitly states the shares and warrants are held by two trusts (the Rodgers Massey Revocable Living Trust and the Rodgers Family Freedom and Free Markets Charitable Trust) and that the reporting person serves as trustee with voting and dispositive authority. The Form clarifies the nature of indirect ownership and lists contingent restricted stock units (22,543) as issuable upon settlement. The warrant terms—distribution date, $8.75 exercise price and October 1, 2026 expiration with possible acceleration—are provided, which is helpful for governance transparency. No departures, sales, or governance changes are reported.

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)
08/08/2025

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	08/08/2025		A		57,142(1)	A	$8.75	20,858,407(2)	I	Trust(2)
Common Stock								900,000	I	Trust(3)
Common Stock								22,543(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
Warrant (Right to Buy)	$8.75	08/08/2025		X			57,142(1)	07/21/2025	10/01/2026(5)	Common Stock, par value $0.0001	2,971,608	$0	2,914,466	I	Trust(2)
Warrant (Right to Buy)	(6)							07/21/2025	10/01/2026(5)	Common Stock, par value $0.0001	220,114		220,114	I	Trust(3)

Explanation of Responses:

1. Reflects shares issued upon the exercise of publicly-traded warrants (the Warrants) by the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the Reporting Person is a trustee and has voting and dispositive power over the shares. The Warrants were distributed by the Issuer on July 21, 2025, 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. The shares and Warrants are held by the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the Reporting Person is a trustee and has voting and dispositive power over the shares and Warrants.

3. The shares and Warrants are held by the Rodgers Family Freedom and Free Markets Charitable Trust for which the Reporting Person is a trustee and has voting and dispositive power over the shares and Warrants.

4. Includes 22,543 shares issuable upon the settlement of restricted stock units (RSUs) granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

5. 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.

6. The Warrants were distributed by the Issuer on July 21, 2025, 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.

Remarks:

	/s/ Arthi Chakravarthy, Attorney-in-Fact for Thurman J. Rodgers	08/11/2025
	** 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 report on Form 4 for Enovix (ENVX/ENVXW)?

The Form 4 reports that Rodgers, a director and 10% owner, exercised warrants to acquire 57,142 shares at $8.75 on 08/08/2025 and reports 20,858,407 shares beneficially owned via trusts.

How many shares were acquired and at what price?

The filing shows an acquisition of 57,142 common shares at an exercise price of $8.75 per share.

What is the reporting persons beneficial ownership after the transaction?

The Form 4 reports 20,858,407 shares beneficially owned following the reported transactions, held indirectly through trusts.

Are there any unissued or contingent awards disclosed?

Yes. The filing discloses 22,543 restricted stock units (RSUs) that are contingent rights to receive common stock upon settlement.

When do the warrants mentioned in the filing expire?

The warrants distributed on 07/21/2025 expire at 5:00 p.m. New York City time on October 1, 2026, subject to possible automatic acceleration under the Warrant Agreement.