envx-20251228

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 28, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________to __________

Enovix Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39753

85-3174357

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

3501 W Warren Avenue

Fremont, California 94538

(Address of Principal Executive Offices) (Zip Code)

(510) 695-2350

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ENVX

The Nasdaq Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 27, 2025 based on the closing price of the shares of common stock on such date as reported on The Nasdaq Global Select Market, was approximately $1.64 billion. Shares of voting stock held by each officer, director and each person known by the registrant to beneficially own 10% or more of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This assumption regarding affiliate status is not necessarily a conclusive determination for other purposes.

As of February 20, 2026, 217,224,442 shares of common stock, par value $0.0001 per share, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Annual Report on Form 10-K.

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EXPLANATORY NOTE

Enovix Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 28, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026 (the “Original Form 10-K”) solely to replace the consent of Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm, which was filed as Exhibit 23.1 in the Original Form 10-K and inadvertently excluded a reference to the Company’s effective Registration Statements on Form S-3 (Nos. 333-275524, 333-273858, and 333-281260).

As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications by the Company’s principal executive officer and principal financial officer, which are being filed as exhibits to this Amendment. Because this Amendment includes no financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except as described in this Explanatory Note, this Amendment does not modify, amend, or update any of the financial information or any other information set forth in the Original Form 10-K, and this Amendment does not reflect events that occurred subsequent to the Original Form 10-K.

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PART IV

10Item 15. Exhibits, Financial Statement Schedules

(a)The following are filed with this Annual Report on Form 10-K/A:

3.Exhibits: The exhibits listed below are filed as part of this Annual Report on Form 10-K/A or incorporated herein by reference, in each case as indicated below.


Exhibit Number	Description	Incorporated by Reference				Filed Herewith
		Schedule/Form	File No.	Exhibit	Filing Date
2.1+	Agreement and Plan of Merger, dated February 22, 2021	8-K	001-39753	2.1	February 22, 2021
3.1	Second Amended and Restated Certificate of Incorporation	8-K	001-39753	3.1	July 19, 2021
3.2	Amended and Restated Bylaws	8-K	001-39753	3.2	July 19, 2021
4.1	Specimen Common Stock Certificate	S-4/A	333-253976	4.5	June 21, 2021
4.2	Specimen Warrant Certificate	S-1/A	333-250042	4.3	November 25, 2020
4.3	Warrant Agreement, dated July 13, 2021, by and between Computershare Inc. and Enovix Corporation	8-K	001-39753	4.3	July 19, 2021
4.4	Description of Securities	10-K	001-39753	4.4	March 25, 2022
4.5	Indenture, dated as of April 20, 2023, by and between Enovix Corporation and U.S. Bank Trust Company, National Association, as Trustee	8-K	001-39753	4.1	April 21, 2023
4.6	Form of Global Note, representing Enovix Corporation’s 3.00% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.5)	8-K	001-39793	4.1	April 21, 2023
4.7	Indenture, dated as of September 15, 2025, by and between Enovix Corporation and U.S. Bank Trust Company, National Association, as Trustee	8-K	001-39793	4.1	September 15, 2025
4.8	Form of Global Note, representing Enovix Corporation’s 4.75% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.7)	8-K	001-39793	4.2	September 15, 2025
10.1	Form of Confirmation for Capped Call Transactions	8-K	001-39753	10.1	April 21, 2023
10.2#	2021 Equity Incentive Plan	8-K	001-39753	10.2	July 19, 2021
10.3#	Form of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice under the 2021 Equity Incentive Plan	S-4/A	333-253976	10.11	May 10, 2021
10.4#	Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan	S-4/A	333-253976	10.12	May 10, 2021
10.5#+	Long-Term Incentive Plan under the 2021 Equity Incentive Plan	10-K	001-39753	10.04	March 1, 2023
10.6#	Forms of Restricted Stock Unit Grant Notice for Long-Term Incentive Plan Award and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan	10-Q	001-39753	10.1	August 16, 2022
10.7#	2021 Employee Stock Purchase Plan	8-K	001-39753	10.5	July 19, 2021

Table of Contents

Exhibit

Number

Description

Incorporated by Reference

Filed Herewith

Exhibit

Number

Description

Schedule/Form

File No.

Exhibit

Filing Date

Filed Herewith

10.8#

Enovix Corporation 2006 Equity Incentive Plan

S-4/A

333-253976

10.6

May 10, 2021

10.9#

Forms of Option Agreement, Stock Option Grant Notice and Notice of Exercise under the 2006 Stock Plan

S-4/A

333-253976

10.7

May 10, 2021

10.10#

Enovix Corporation 2016 Equity Incentive Plan

S-4/A

333-253976

10.8

May 10, 2021

10.11#

Forms of Option Agreement, Stock Option Grant Notice and Notice of Exercise under the 2016 Equity Incentive Plan

S-4/A

333-253976

10.9

May 10, 2021

10.12#+

2023 Long-Term Incentive Plan under the 2021 Equity Incentive Plan

10-Q

001-39753

10.6

May 5, 2023

10.13#

Form of Global RSU Award Grant Notice under the 2023 Long-Term Incentive Plan

10-Q

001-39753

10.7

May 5, 2023

10.14#+

Form of 2024 Performance Stock Unit Award Grant Notice and Agreement under the 2021 Equity Incentive Plan

10-Q

001-39753

10.2

May 7, 2024

10.15#+

Form of 2025 Performance Stock Unit Award Grant Notice and Agreement under the 2021 Equity Incentive Plan

10-Q

001-39753

10.20

May 2, 2025

10.16#

Form of Indemnification Agreement

8-K

001-39753

10.19

July 19, 2021

10.17#

Amended and Restated Non-Employee Director Compensation Policy

10-Q

001-39753

10.1

May 7, 2024

10.18#

Employment Agreement, dated December 23, by and between Enovix Corporation and Raj Talluri

10-K

001-39753

10.29

March 1, 2023

10.19#

Employment Agreement, dated November 9, 2022, by and between Enovix Corporation and Ajay Marathe

10-K

001-39753

10.30

March 1, 2023

10.20#

Employment Agreement, dated April 15, 2023, by and between Enovix Corporation and Arthi Chakravarthy

10-Q

001-39753

10.5

May 5, 2023

10.21#†

Employment Agreement, dated March 14, 2025, by and between Enovix Corporation and Ryan Benton

10-Q

001-39753

10.1

May 2, 2025

10.22

Office Lease by and between M West Propco XX, LLC and Enovix Corporation

S-4/A

333-253976

10.21

May 10, 2021

10.23

Amendment No. 1 to Office Lease

S-4/A

333-253976

10.22

May 10, 2021

10.24

Amendment No. 2 to Office Lease

S-4/A

333-253976

10.23

May 10, 2021

10.24†

Manufacturing Agreement dated July 26, 2023, by and between Enovix Corporation and YBS International Berhad

10-Q

001-39753

10.1

August 9, 2023

10.25†

Amendment No.2 to Manufacturing Agreement dated October 29, 2024, by and between Enovix Corporation and YBS International Berhad

10-Q

001-39753

10.1

October 30, 2024

10.26†

Stock Purchase Agreement dated September 18,2023, by and between Enovix Corporation and Rene Limited

10-Q

001-39753

10.2

November 9, 2023

10.3

Form of Confirmation for Capped Call Transactions

8-K

001-39753

10.1

September 15, 2025

19.1+

Enovix Amended and Restated Insider Trading Policy

10-K

001-39753

19.1

February 25, 2026

21.1

List of Subsidiaries

10-K

001-39753

21.1

February 25, 2026

Table of Contents

Exhibit

Number

Description

Incorporated by Reference

Filed Herewith

Exhibit

Number

Description

Schedule/Form

File No.

Exhibit

Filing Date

Filed Herewith

23.1

Consent of Deloitte & Touche, independent registered public accounting firm

24.1

Power of Attorney (included on signature page)

10-K

001-39753

24.1

February 25, 2026

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a).

10-K

001-39753

31.1

February 25, 2026

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a).

10-K

001-39753

31.2

February 25, 2026

31.3

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a).

10-K

001-39753

31.3

31.4

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a).

10-K

001-39753

31.4

32.1*

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.

10-K

001-39753

32.1

February 25, 2026

32.2*

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

10-K

001-39753

32.2

February 25, 2026

97.1

Incentive Compensation Recoupment Policy

10-K

001-39753

97.1

February 29, 2024

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

+ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

# Indicates a management contract or compensatory plan, contract or arrangement.

† Portions of this exhibit, as marked by asterisks, have been omitted in accordance with Regulation S-K Item 601.

* These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are not deemed filed with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 28, 2025 to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: February 25, 2026	ENOVIX CORPORATION

	By:	/s/ Raj Talluri
		Raj Talluri
		President and Chief Executive Officer (Principal Executive Officer)

Amendment: SEC Form 10-K/A filed by Enovix Corporation