ENVX · Enovix Corp · Debt

On September 10, 2025, Enovix Corporation (the “Company”) completed its previously announced private offering (the “Offering”) of $360 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $60 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 15, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general unsecured obligations of the Company and will mature on September 15, 2030, unless earlier converted, redeemed, or repurchased. Interest on the Notes will accrue at a rate of 4.75% per year from September 15, 2025 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2030, only under the following conditions: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 28, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate for the Notes on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after June 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

Issuer evidence: On September 10, 2025, Enovix Corporation (the “Company”) completed its previously announced private offering (the “Offering”) of $360 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $60 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 15, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general unsecured obligations of the Company and will mature on September 15, 2030, unless earlier converted, redeemed, or repurchased. Interest on the Notes will accrue at a rate of 4.75% per year from September 15, 2025 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2030, only under the following conditions: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 28, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate for the Notes on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after June 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

Supporting evidence: On September 10, 2025, Enovix Corporation (the “Company”) completed its previously announced private offering (the “Offering”) of $360 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $60 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 15, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general unsecured obligations of the Company and will mature on September 15, 2030, unless earlier converted, redeemed, or repurchased. Interest on the Notes will accrue at a rate of 4.75% per year from September 15, 2025 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2030, only under the following conditions: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 28, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate for the Notes on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after June 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

Supporting evidence: On September 10, 2025, Enovix Corporation (the “Company”) completed its previously announced private offering (the “Offering”) of $360 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $60 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 15, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general unsecured obligations of the Company and will mature on September 15, 2030, unless earlier converted, redeemed, or repurchased. Interest on the Notes will accrue at a rate of 4.75% per year from September 15, 2025 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2030, only under the following conditions: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 28, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate for the Notes on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after June 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.