Form 8-K

8-K — Enovix Corp

Accession: 0001213900-26-090472

Filed: 2026-08-17

Period: 2026-08-13

CIK: 0001828318

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0302318-8k_enovix.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 13, 2026

Enovix

Corporation

(Exact

Name of Registrant as Specified in Its 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)

Registrant’s

Telephone Number, Including Area Code: (510) 695-2350

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure

of Chief Executive Officer

August 13, 2026, Dr. Raj Talluri, President, Chief Executive Officer and a director of Enovix Corporation (the “Company”

or “Enovix”), resigned from his positions as Chief Executive Officer and President and as a member of the Company’s

Board of Directors (the “Board”) in order to pursue another opportunity. Dr. Talluri will assist

with an orderly transition of his responsibilities. Dr. Talluri’s resignation was not the result of any disagreement with the Company

on any matter relating to operations, policies, or practices.

Appointment

of Executive Chairman of Board

August 14, 2026, the Board appointed Thurman J. (“T.J.”) Rodgers to serve as Executive Chairman of the Board, effective immediately.

Mr. Rodgers has served as non-executive Chairman of Enovix’s Board since April 2023.

There

are no arrangements or understandings between Mr. Rodgers and any other person pursuant to which he was appointed to serve as Executive

Chairman of the Board. There are no family relationships between Mr. Rodgers and any director or executive officer of the Company.

Certain transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Rodgers

has an interest that are required to be reported under Item 404(a) of Regulation S-K are described in the

section titled “Certain Relationships and Related Party Transactions” in the Company’s definitive Proxy Statement filed

with the Securities and Exchange Commission on April 24, 2026.

Appointment

of Interim Chief Executive Officer

August 14, 2026, the Board appointed Ryan Benton as Interim Chief Executive Officer of the Company, effective immediately, while the

Board conducts a search for a permanent Chief Executive Officer.

Mr.

Benton, age 55, remains the Company’s Chief Financial Officer, a role he has held since joining Enovix in April 2025. In that position,

Mr. Benton leads the Company’s global finance organization, including finance, accounting and reporting, tax, treasury, internal

audit and investor relations. Mr. Benton has has more than 35 years of financial, strategic and operational experience, including service

as Chief Financial Officer of several publicly listed and private companies in the semiconductor, electronics manufacturing and AI software

industries. Prior to Enovix, Mr. Benton most recently served as Chief Financial Officer of Silvaco Group, Inc. (Nasdaq: SVCO), a provider

of software solutions for semiconductor and photonics design, which he led through its 2024 initial public offering. From July 2020 to

August 2023, he served as Chief Financial Officer and a member of the board of Tempo Automation (Nasdaq: TMPO), an electronics manufacturer.

Prior to Tempo Automation, Mr. Benton served as Chief Financial Officer of Revasum, a semiconductor capital equipment company, from September

2018 to July 2020, continuing as a board member until October 2023. From August 2017 to September 2018, he served as Chief Financial

Officer of BrainChip Holdings Ltd. From December 2012 to May 2017, Mr. Benton held various positions at Exar Corporation, including Chief

Financial Officer, and served as Chief Executive Officer and a board member from 2016 until Exar’s sale to MaxLinear, Inc. in May

2017. Mr. Benton began his career as an auditor at Arthur Andersen & Company in 1991 and held various positions at technology companies,

including ASM International and eFunds Corporation, from 1993 to 2012.

Mr.

Benton does not have any family relationships with any director or executive officer of the Company, or person nominated or chosen by

the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required

to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

August 17, 2026, the Company issued a press release announcing the leadership transition described in Item 5.02 of this Current Report

on Form 8-K, reaffirming the Company’s third quarter 2026 financial guidance provided on August 12, 2026, and announcing an investor

webcast to be held on August 17, 2026.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the

Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated August 17, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Enovix Corporation

Date: August

17, 2026

By: /s/

Arthi Chakravarthy

Chief Legal

Officer

EX-99.1 — PRESS RELEASE, DATED AUGUST 17, 2026

EX-99.1

Filename: ea030231801ex99-1.htm · Sequence: 2

Exhibit 99.1

Enovix

Announces CEO Transition and Search

Board Appoints CFO Ryan Benton as Interim CEO

and

T.J. Rodgers as Executive Chairman

FREMONT, Calif., Aug. 17, 2026 (GLOBE NEWSWIRE)

-- Enovix Corporation (“Enovix” or the “Company,” Nasdaq: ENVX), a developer and manufacturer of advanced lithium-ion

batteries, today announced that Raj Talluri has resigned his position as CEO and director of the Company, effective August 13, 2026, to

pursue another opportunity. The Company’s Board of Directors (the “Board”) accepted his resignation the next day and appointed

its chairman and largest shareholder, T.J. Rodgers, to the role of executive chairman, effective immediately. The Board has also appointed

Ryan Benton, the Company’s CFO, to serve as interim CEO, while it conducts a thorough CEO search to evaluate both external and internal

candidates.

Executive Chairman T.J. Rodgers

said, “This is a CEO transition, not a strategy transition. Our customer programs and the teams responsible for their execution

remain unchanged. The Company also reaffirms its Q3’26 financial guidance and reiterates the news of the breakthrough technical

progress on cycle life reported in our August 12 Q2’26 investor call.”

Enovix will host a live video webcast to update

investors and analysts at 4:00pm ET on Monday, August 17, during which Rodgers, Interim CEO Ryan Benton, Chief Operating Officer Michael

Vyvoda, Chief Business Officer Samira Naraghi, R&D SVP Jon Doan, VP of Operations Ed Casey and SVP of Global Manufacturing Kihong

“KH” Park will discuss our technology, the CEO transition and take questions. Register here for the webcast or by visiting

the Events page: https://ir.enovix.com/news-events/investor-calendar.

Rodgers said, “My recent one-on-one meetings

with executive staff members reminded me of the strength of the Enovix staff. Consider Interim CEO Ryan Benton. In his fifth year at the

Silicon Valley semiconductor company, Exar, Ryan was promoted to CEO under circumstances similar to ours, and went on to make significant

operational improvements that drove the stock price from $5 to $13, after which he ran the process to sell Exar with a capital gain for

investors.

Rodgers continued, “Our COO, Michael Vyvoda,

who ran product operations for multiple Apple programs for five years, will assume end-to-end ownership of manufacturing, supply chain

and equipment engineering in both our Malaysian and Korean manufacturing facilities. In addition, our 80-person R&D group will move

under Vyvoda, a Berkeley PhD in Chemical Engineering, so he can drive faster R&D product transfers to manufacturing.

“And finally, Samira Naraghi,

our Chief Business Officer, is a 22-year semiconductor and technology veteran of Qualcomm, Rambus, and IDT, who later led partnership

efforts at Meta and go-to-market efforts at Amazon Web Services. She helped Enovix define and launch our first smartphone-grade battery,

by using our customers to guide product definitions.”

Benton commented, “I’ve worked on driving

Enovix progress to plan since the day I joined, and I intend to keep this organization focused on our fundamental priorities: 1) driving

our smartphone programs through final qualification, 2) scaling AI-1 smart eyewear battery production, and 3) building out the MX-1 platform

for our rapidly growing defense and drone revenue, which was 65% of Q2’26 revenue. I’ve been in this situation before –

and we will remain focused on execution.”

Naraghi commented, “The

eyewear and defense products are our first production products, and they are ramping now. Our drone and other defense businesses are growing

rapidly, and we are building capacity in our Korean facility to stay ahead of that demand.”

Rodgers concluded, “I hope the CEO transition

does not distract investors from our Q2’26 event of the decade – that we have successfully demonstrated 1,000-cycle life on

our AI-class smartphone batteries. When I joined the Enovix Board 14 years ago, our batteries struggled to achieve just 10 charging cycles,

as I described in the Q1’26 shareholder letter. No other manufacturer of silicon-anode Li-ion smartphone batteries has achieved

more than 32% silicon anode content, while we are now shipping 100% silicon anodes that work for 1,000 cycles.”

About Enovix

Enovix develops and manufactures advanced lithium-ion

batteries, including proprietary silicon-anode architectures for smartphones, smart eyewear, defense, industrial and emerging edge-AI

applications. Its proprietary silicon-anode battery architecture enables higher energy density and performance in space-constrained devices

while maintaining safety and reliability, supporting commercialization across consumer and industrial markets.

Enovix is headquartered in Silicon Valley with

facilities in India, Korea and Malaysia, serving customers globally. For more information visit https://enovix.com and follow us on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or our

future financial or operating performance and are identified by words such as anticipate, believe, could, estimate, expect, intend, may,

might, plan, possible, potential, predict, project, should, will, would and similar expressions. Forward-looking statements in this press

release include, but are not limited to, statements regarding: the expected timing, benefits and impact of our leadership transition and

organizational changes, including the appointment of our Executive Chairman and Interim Chief Executive Officer and our Chief Executive

Officer search; our reaffirmed third quarter 2026 financial guidance; our future growth opportunities; and our ability to execute on our

manufacturing ramp and business strategy. These statements are based on the current expectations of our management, are not predictions

of actual performance, and actual results may differ materially from the future results, performance or achievements expressed or implied

by the forward-looking statements. Risks, uncertainties and assumptions that could cause actual results to differ materially from the

results and events anticipated by such forward-looking statements include, but are not limited to: risks related to the timing of the

leadership changes and our ability to manage our leadership transition and to execute on our business strategy and the other risks described

in the disclosures contained in our filings with the Securities and Exchange Commission (“SEC”), including in the “Risk

Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of

our annual report on Form 10-K and quarterly reports on Form 10-Q, and other documents that we have filed, or will file, with the SEC.

These documents are available in the SEC Filings section of the Investor Relations page at https://ir.enovix.com and at www.sec.gov.

It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any

factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements

we may make. Accordingly, you should not rely on any of the forward-looking statements. Any forward-looking statements in this press release

speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, whether

as a result of new information, future events or otherwise.

For media and investor inquiries, please contact:

Investor Contact:

Monica Gould

ir@enovix.com

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