10-K/A
Enovix Corp (ENVX)
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
OR
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<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>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.
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| Exhibit<br><br>Number | Description | Incorporated by Reference | Filed Herewith | |||
|---|---|---|---|---|---|---|
| Exhibit<br><br>Number | Description | Schedule/Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 23.1 | Consent of Deloitte & Touche, independent registered public accounting firm | X | ||||
| 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 | X | |
| 31.4 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a). | 10-K | 001-39753 | 31.4 | X | |
| 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 | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 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<br><br>(Principal Executive Officer) |
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-275524, 333-273858, and 333-281260 on Form S-3 and Registration Statement Nos. 333-285209, 333-281261, 333-273847, 333-267050, and 333-259730 on Form S-8 of our report dated February 25, 2026, relating to the financial statements of Enovix Corporation and the effectiveness of Enovix Corporation’s internal control over financial reporting appearing in this Annual Report on Form 10-K of Enovix Corporation for the year ended December 28, 2025.
/s/ Deloitte & Touche LLP
San Jose, California
February 25, 2026
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EXHIBIT 31.3
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Raj Talluri, certify that:
1.I have reviewed this Amendment No.1 to the Annual Report on Form 10-K for the fiscal year ended December 28, 2025 of Enovix Corporation; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Dated: February 25, 2026 | By: | /s/ Raj Talluri |
|---|---|---|
| Raj Talluri | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) |
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EXHIBIT 31.4
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ryan Benton, certify that:
1.I have reviewed this Amendment No.1 to the Annual Report on Form 10-K for the fiscal year ended December 28, 2025 of Enovix Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Dated: February 25, 2026 | By: | /s/ Ryan Benton |
|---|---|---|
| Ryan Benton | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) |