SCHEDULE: Thurman Rodgers and Trusts Boost Enovix Stake, Receive Warrants

Thurman J. Rodgers and affiliated trusts have increased their beneficial ownership in Enovix Corporation to 14.4% through recent share acquisitions, convertible note investments, and a significant warrant distribution.

Summary

• Thurman J. Rodgers, along with the Rodgers Massey Revocable Living Trust and Rodgers Family Freedom and Free Markets Charitable Trust, collectively hold a significant beneficial ownership in Enovix Corporation.
• As of July 17, 2025, Mr. Rodgers beneficially owns 28,998,622 shares, representing 14.4% of the outstanding common stock.
• The Rodgers Massey Revocable Living Trust beneficially owns 27,872,874 shares (13.9%), and the Rodgers Family Freedom and Free Markets Charitable Trust beneficially owns 1,120,113 shares (0.1%).
• The Charitable Trust purchased 499,000 shares of common stock in March 2023 at weighted-average prices ranging from $9.56 to $11.57 per share.
• On April 17, 2023, the Charitable Trust purchased $10.0 million aggregate principal amount of 3.00% Convertible Senior Notes due 2028 from Enovix Corporation.
• On July 21, 2025, a warrant distribution occurred, granting the Living Trust warrants to purchase 2,971,661 shares and the Charitable Trust warrants to purchase 220,113 shares, exercisable within 60 days.
• Mr. Rodgers also received 7,336 shares from RSU settlement in June 2023, and 15,128 RSUs in June 2024, and 22,543 RSUs in June 2025.
• Several transfers of common stock from Mr. Rodgers to the Living Trust occurred between March 2023 and June 2025 for no consideration.
• The Living Trust also made several charitable gifts of common stock between May 2023 and December 2023, totaling 96,025 shares.

Sentiment

Score: 8

Explanation: The filing indicates strong confidence from a significant insider and affiliated trusts through continued accumulation of shares, investment in convertible notes, and receipt of substantial warrants, suggesting a positive long-term view of the company.

Positives

• Thurman J. Rodgers and affiliated trusts have increased their beneficial ownership, indicating strong confidence in Enovix Corporation's future.
• The Charitable Trust's purchase of $10.0 million in Convertible Senior Notes demonstrates a significant long-term investment and commitment.
• The receipt of substantial Dividend Warrants by the Living Trust (2,971,661 shares) and Charitable Trust (220,113 shares) provides an opportunity for further ownership increase at a fixed price.
• Consistent RSU grants and settlements to Mr. Rodgers reflect ongoing compensation and alignment with shareholder interests.

Negatives

• No explicit negatives are detailed in this Schedule 13D filing, which primarily focuses on ownership changes.

Risks

• The Convertible Senior Notes are not convertible within 60 days of July 17, 2025, unless specific conditions related to the Issuer's stock price are met, which could limit immediate conversion.
• The value of the warrants received is dependent on the future stock price of Enovix Corporation.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company, but the acquisition of convertible notes and warrants by a significant insider suggests a long-term positive outlook from the reporting persons.

Industry Context

This filing details a significant insider's continued accumulation and strategic positioning in Enovix Corporation. While not providing broader industry analysis, the actions of a prominent investor like Thurman J. Rodgers, known for his expertise in the technology sector, can signal confidence in the company's specific market position and future prospects within the battery technology industry.

Related Party Transactions

• The Rodgers Family Freedom and Free Markets Charitable Trust purchased $10.0 million in Convertible Senior Notes from Enovix Corporation.
• Thurman J. Rodgers transferred shares of Common Stock to the Rodgers Massey Revocable Living Trust for no consideration on multiple occasions.
• The Rodgers Massey Revocable Living Trust and Rodgers Family Freedom and Free Markets Charitable Trust received Dividend Warrants from Enovix Corporation as part of a general distribution to shareholders and convertible note holders.

Stakeholder Impact

• Shareholders: Increased insider ownership and continued investment by a significant shareholder may be viewed positively, signaling confidence. The warrant distribution provides existing shareholders (including the reporting persons) with an opportunity to increase their stake.
• Creditors: The issuance of Convertible Senior Notes to the Charitable Trust represents a new debt instrument on the company's balance sheet.

Next Steps

• Warrants received by the Living Trust and Charitable Trust are exercisable within 60 days of July 21, 2025.
• Convertible Senior Notes are convertible at the option of the Holder into cash, shares, or a combination, subject to certain adjustments and conditions related to the Issuer's stock price.

Key Dates

Recommendation

The filing reveals a pattern of increasing and maintaining significant beneficial ownership by Thurman J. Rodgers and his affiliated trusts, including substantial share purchases by the Charitable Trust, a $10 million investment in convertible notes, and the recent receipt of a large number of warrants. This consistent accumulation and strategic investment by a prominent insider signals strong confidence in Enovix Corporation's long-term prospects and could be interpreted as a bullish indicator for the stock.

Keywords

Enovix Corporation, ENOV, Thurman J. Rodgers, Schedule 13D, Beneficial Ownership, Insider Ownership, Convertible Senior Notes, Warrants, Stock Purchases, Charitable Trust, Living Trust, SEC Filing, Shareholder Activity