Enovix Corp
For the period ended Jul 5, 2026. Filed Aug 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 5, 2026 · Filed Aug 12, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Basis of Presentation
Organization
Enovix Corporation was incorporated in Delaware in 2006. All references to “Enovix,” “we,” “us,” “our,” or the “Company” mean Enovix Corporation and its subsidiaries. We design, develop, manufacture and commercialize next generation Lithium-ion, or Li-ion, battery cells that significantly increase the amount of energy density and storage capacity relative to conventional battery cells. Our batteries’ mechanical design, or “architecture,” allows us to use high performance chemistries while enabling safety and charge time advantages. Enovix is headquartered in Silicon Valley, a region of California, with offices and facilities in Asia.
Fiscal Year
Our fiscal year is the 52 or 53-week period ending on the Sunday closest to December 31 depending on the calendar year. Accordingly, we will have a 53-week fiscal year every five or six years. Our fiscal year 2026 consists of 53 weeks, which will end on January 3, 2027, while our fiscal year 2025 consisted of 52 weeks, which ended on December 28, 2025. All period references are to the fiscal periods unless otherwise indicated.
Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include our accounts, our wholly-owned subsidiaries and majority-owned subsidiaries and the business combinations from the closing dates. All intercompany balances and transactions have been eliminated in consolidation.
Liquidity and Capital Resources
We have incurred operating losses and negative cash flows from operations since our inception through July 5, 2026 and expect to incur operating losses for the foreseeable future. As of July 5, 2026, we had working capital of $453.6 million and an accumulated deficit of $1.06 billion. Based on the anticipated spending and timing of expenditures, we currently expect that our cash will be sufficient to meet our funding requirements over the next twelve months. Going forward, we may require additional financing for our future operations and expansion. The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
Unaudited Interim Condensed Consolidated Financial Statements
These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly our financial condition, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the periods presented above. The results of operations for the fiscal quarter and fiscal year-to-date ended July 5, 2026 are not necessarily indicative of the operating results for the full year, and therefore should not be relied upon as an indicator of future results. The Condensed Consolidated Balance Sheet as of December 28, 2025 included herein was derived from the audited consolidated financial statements as of that date and the accompanying consolidated financial statements and related notes are included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (“Annual Report on Form 10-K”).
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment and intangible assets, valuation for inventory, valuation allowance on deferred tax assets, assumptions used in income tax provisions, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities and estimates to fair value common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances.
Note 2. Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
There have been no changes to our significant accounting policies disclosed in Note 2 “Summary of Significant Accounting Policies,” of the notes to the consolidated financial statements for the fiscal year ended December 28, 2025, included in Part II, Item 8 of our Annual Report on Form 10-K.
Segment Reporting
We operate inone segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. Our Chief Executive Officer (“CEO”) has been identified as our CODM, who reviews operating results to make decisions and assesses performance for the Company as a whole. Total available cash and cash equivalents, total revenues and net loss are used by our CEO to evaluate key operating decisions, such as company strategy, and determine and allocate resources on a consolidated basis. Since we operate in one segment, all significant segment expenses and financial information required by “Segment Reporting” can be found in the condensed consolidated financial statements and the accompanying notes of the condensed consolidated financial statements.
Revenue
We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. We generate revenue from selling lithium-ion batteries or battery packs to commercial customers and military contractors. Product revenue is recognized once we have satisfied the performance obligations as defined in the sales agreement, which is generally satisfied upon transfer of control of goods. Control is transferred upon delivery for our products. For certain customized products with customer acceptance criteria specified in the sales agreement, the performance obligations are generally satisfied upon our customer’s acceptance. Payment terms can vary depending on the contract and it is generally required within 90 days or less from the delivery date or the acceptance date of our product. The amounts of revenue recognized reflect the consideration for the product sold.
The following table summarizes the revenues by geographic areas based on the billing location of the customers (in thousands).
| Fiscal Quarters Ended · Fiscal Years-to-Date Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| July 5,2026 | June 29,2025 | July 5,2026 | June 29,2025 | |||||
| $ | % | $ | % | $ | % | $ | % | |
| South Korea | $6,281 | 70% | $5,128 | 69% | $11,507 | 69% | $7,539 | 60% |
| Switzerland | 1,350 | 15% | 919 | 12% | 2,400 | 14% | 2,301 | 18% |
| Other* | 1,393 | 15% | 1,421 | 19% | 2,717 | 17% | 2,726 | 22% |
| Total | 9,024 | 100% | 7,468 | 100% | 16,624 | 100% | 12,566 | 100% |
- No other country represented more than 10% of revenue for the periods presented.
The following table summarizes our significant customers.
| Fiscal Quarters Ended | Fiscal Years-to-Date Ended | |||
|---|---|---|---|---|
| July 5,2026 | June 29,2025 | July 5,2026 | June 29,2025 | |
| Customer A | 65% | 64% | 63% | 55% |
| Customer B | 15% | 12% | 14% | 18% |
No other customer represented more than 10% of revenue for the periods presented.
Recently Issued or Adopted Accounting Pronouncements
Adoption of New Accounting Standards
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies the application of the current expected credit loss model for current accounts receivable and current contract assets under ASC 606. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We adopted this ASU prospectively, effective with our fiscal 2026 interim financial statements and the adoption did not have a material impact on our condensed consolidated financial statements and disclosures.
Accounting Standard Issued But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The standard is effective for the annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the potential impact of the adoption of this ASU on our financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, “Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. ASU 2025-06 permits an entity to apply the new guidance using a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact from ASU 2025-06 on its condensed consolidated financial statements.
Note 3. Fair Value Measurement
The fair value of our financial assets and liabilities are determined in accordance with the fair value hierarchy established in ASC 820, Fair Value Measurements, issued by the FASB. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:
| Level 1: | Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date. |
|---|---|
| Level 2: | Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| Level 3: | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Our financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, notes receivable, accounts payable, short-term and long-term debt, and warrant liabilities. Cash and cash equivalents are reported at their respective fair values on our Condensed Consolidated Balance Sheets. As of July 5, 2026 and December 28, 2025, the carrying values of accounts and notes receivables, accounts payable, short-term debt and accrued liabilities approximated the fair value based on the short maturity of those instruments. As of July 5, 2026 and December 28, 2025, we had cash and cash equivalents of $33.7 million and $106.0 million, respectively.
The following table details the fair value measurements of assets and liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement, as of July 5, 2026 and December 28, 2025 (in thousands).
| Fair Value Measurement using | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets: | ||||
| Cash equivalents: | ||||
| Money Market Funds | $12,853 | $— | $— | $12,853 |
| Short-term investments: | ||||
| U.S. Treasuries | — | 238,346 | — | 238,346 |
| Corporate Notes and Debt Securities | — | 178,392 | — | 178,392 |
| U.S. Government Agency Debt Securities | — | 25,302 | — | 25,302 |
| Long-term investments: | ||||
| U.S. Treasuries | — | 54,982 | — | 54,982 |
| Corporate Notes and Debt Securities | — | 9,511 | — | 9,511 |
| U.S. Government Agency Debt Securities | — | 9,937 | — | 9,937 |
| Total assets measured at fair value | $12,853 | $516,470 | $— | $529,323 |
| Fair Value Measurement using | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets: | ||||
| Cash equivalents: | ||||
| Money Market Funds | $44,279 | $— | $— | $44,279 |
| Short-term investments: | ||||
| U.S. Treasuries | — | 315,581 | — | 315,581 |
| Corporate Notes and Debt Securities | — | 67,134 | — | 67,134 |
| U.S. Government Agency Debt Securities | — | 23,311 | — | 23,311 |
| Long-term investments: | ||||
| U.S. Treasuries | — | 92,905 | — | 92,905 |
| Corporate Notes and Debt Securities | — | 8,044 | — | 8,044 |
| U.S. Government Agency Debt Securities | — | 5,861 | — | 5,861 |
| Total assets measured at fair value | $44,279 | $512,836 | $— | $557,115 |
| Liabilities: | ||||
| Private Placement Warrants | $— | $— | $6,578 | $6,578 |
Cash Equivalents and Short-term Investments:
The following is a summary of cash equivalents and short-term investments (in thousands).
| Reported as | |||||||
|---|---|---|---|---|---|---|---|
| Amortized Cost | Unrealized Gain | Unrealized Loss | Estimated Fair Value | Cash Equivalents | Short-term Investments | Long-term Investments | |
| Money Market Funds | $12,853 | $— | $— | $12,853 | $12,853 | $— | $— |
| U.S. Treasuries | 293,879 | — | (551) | 293,328 | — | 238,346 | 54,982 |
| Corporate Notes and Debt Securities | 188,119 | — | (216) | 187,903 | — | 178,392 | 9,511 |
| U.S. Government Agency Debt Securities | 35,320 | — | (81) | 35,239 | — | 25,302 | 9,937 |
| Total | $530,171 | $— | $(848) | $529,323 | $12,853 | $442,040 | $74,430 |
| Money Market Funds | $44,279 | $— | $— | $44,279 | $44,279 | $— | $— |
| U.S. Treasuries | 408,344 | 142 | — | 408,486 | — | 315,581 | 92,905 |
| Corporate Notes and Debt Securities | 75,199 | — | (21) | 75,178 | — | 67,134 | 8,044 |
| U.S. Government Agency Debt Securities | 29,144 | 28 | — | 29,172 | — | 23,311 | 5,861 |
| Total | $556,966 | $170 | $(21) | $557,115 | $44,279 | $406,026 | $106,810 |
As of July 5, 2026, the short-term investments had contractual maturity due within one year.
Private Placement Warrants
Our liabilities are measured at fair value on a recurring basis, including 5,500,000 Private Placement Warrants outstanding that are held by Rodgers Capital, LLC (the “Sponsor”), certain of its board of directors and third-parties (the “Private Placement Warrants”). The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. Each whole Private Placement Warrant became exercisable forone whole share of our common stock at a price of $10.66 per share.
As of July 5, 2026 and December 28, 2025, we had 5,500,000 Private Placement Warrants outstanding. The fair value of the Private Placement Warrants was $0.00 per share as of July 5, 2026 and $1.20 per share as of December 28,
- The following tables summarize the changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs (in thousands).
| Private Placement Warrants | |
|---|---|
| Fair value as of December 28, 2025 | $6,578 |
| Change in fair value | (6,578) |
| Fair value as of July 5, 2026 | $— |
| Private Placement Warrants | |
|---|---|
| Fair value as of December 29, 2024 | $28,380 |
| Change in fair value | (9,911) |
| Fair value as of June 29, 2025 | $18,469 |
The following table summarizes the key assumptions used for determining the fair value of the Private Placement warrants.
| Private Placement Warrants Outstanding as of July 5, 2026 | Private Placement Warrants Outstanding as of December 28, 2025 | |
|---|---|---|
| Expected term (in years) | 0.0 | 0.5 |
| Expected volatility | 76.3% | 90.8% |
| Risk-free interest rate | 3.7% | 3.6% |
| Expected dividend rate | 0.0% | 0.0% |
Convertible Senior Notes and Long-term Loans
We consider the fair value of our convertible senior notes to be a Level 2 measurement as they are not actively traded in the market. As of July 5, 2026, the fair values of the 2028 Convertible Senior Notes and the 2030 Convertible Senior Notes were approximately $165.1 million and $292.3 million, respectively. As of December 28, 2025, the fair values of the 2028 Convertible Senior Notes and 2030 Convertible Senior Notes were approximately $164.4 million and $359.6 million, respectively. As of July 5, 2026, we consider the fair value of the other long-term loans as approximately equal to their carrying values of $0.3 million.
Note 4. Inventory
Inventory consists of the following components (in thousands).
| As of July 5,2026 | As of December 28,2025 | |
|---|---|---|
| Raw materials | $9,045 | $6,620 |
| Work-in-process | 7,168 | 6,091 |
| Finished goods | 1,307 | 906 |
| Total inventory | $17,520 | $13,617 |
Inventory is stated at the lower of cost or net realizable value (“NRV”) on a first-in and first-out basis. Inventory costs include direct materials, direct labor, and manufacturing overhead. When the estimated net realizable values are below the manufacturing costs, a charge to cost of revenue is recorded for finished goods and work in process inventories.
As of July 5, 2026 and December 28, 2025, we had inventory reserves of $1.3 million and $0.7 million, respectively, including excess or obsolete inventory reserves.
Note 5. Leases
We have operating lease agreements primarily for offices and manufacturing spaces located in various locations with lease periods expiring between 2027 and 2031, some of which include options to extend the leases for up tofive years.
The Company, through its wholly owned subsidiary Enovix Malaysia Sdn. Bhd. (“Enovix Malaysia”), leases manufacturing facilities in Penang, Malaysia under a tenancy agreement originally entered into in December 2023, as subsequently expanded bytwo supplemental lease agreements entered into in October 2024 and November 2025 for additional space within the same facility. The original tenancy agreement included an option to renew for an additional three-year term, which the Company had previously determined it was reasonably certain to exercise; accordingly, the original lease term used to measure the operating lease liability and right-of-use (“ROU”) asset extended through July 31, 2029.
In April 2026, Enovix Malaysia and the landlord executed a renewal agreement (the “Renewal Agreement”) that renewed the tenancy for aone-year term commencing August 1, 2026 and expiring July 31, 2027, rather than thethree-year renewal term previously assumed. Monthly rental payment is approximately RM 962,267 (approximately $0.2 million U.S. dollars at current exchange rates). The Renewal Agreement covers the same premises previously leased.
The Company evaluated the Renewal Agreement under ASC 842, Leases, and concluded that it represents a modification of the existing lease that is not accounted for as a separate contract, because it does not grant the Company an additional right-of-use. As a result, the Company reassessed the lease term and concluded it is no longer reasonably certain to exercise a renewal option beyond July 31, 2027. Accordingly, the Company remeasured the operating lease liability and corresponding ROU asset using the revised lease term ending July 31, 2027. This remeasurement resulted in a decrease of approximately $2.1 million to the ROU asset and $3.1 million to the operating lease liability. Since the lease is denominated in Malaysian Ringgit, a foreign exchange gain of $1.0 million was recognized in earnings for the fiscal year-to-date July 5, 2026. The lease continues to be classified as an operating lease.
The components of lease costs were as follows (in thousands):
| Fiscal Quarters Ended | Fiscal Years-to-Date Ended | |||
|---|---|---|---|---|
| July 5,2026 | June 29,2025 | July 5,2026 | June 29,2025 | |
| Operating lease cost | $1,366 | $1,078 | $2,599 | $2,190 |
Supplemental lease information:
| Operating leases | As of July 5,2026 | As of December 28,2025 |
|---|---|---|
| Weighted-average remaining lease term | 3.4 years | 4.1 years |
| Weighted-average discount rate | 7.7% | 8.5% |
Supplemental cash flow information related to leases is as follows (in thousands):
| Fiscal Years-to-Date Ended | ||
|---|---|---|
| July 5,2026 | June 29,2025 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows from operating leases | $2,562 | $2,284 |
Maturities of Lease Liabilities
The following is a schedule of maturities of lease liabilities as of July 5, 2026 (in thousands).
| Operating leases | |
|---|---|
| 2026 (remaining six months) | $2,391 |
| 2027 | 3,746 |
| 2028 | 2,139 |
| 2029 | 1,858 |
| 2030 | 1,270 |
| Thereafter | 5 |
| Total | 11,409 |
| Less: imputed interest | (1,278) |
| Present value of lease liabilities | $10,131 |
Note 6. Borrowings
Short-Term Debt
Our asset secured loans have fixed and floating interest rates with various maturity dates. From time to time, we renew our short-term loans once they reach the maturity dates. The current portion of long-term loans is recorded as short-term debt based on time remaining until maturity. As of July 5, 2026, short-term debt was $10.6 million, which comprised of $10.4 million of short-term loans with less than one-year term, and $0.2 million of the current portion of long-term loans. As of December 28, 2025, short-term debt was $9.9 million, which comprised of $9.7 million of short-term loans with less than one-year term, and $0.2 million of the current portion of long-term loans. As of July 5, 2026 and December 28, 2025, the weighted average interest rates on the short-term loans were approximately 5.1% and 4.8%, respectively.
Long-Term Debt
Our long-term debt, net consists of the following (in thousands).
| Annual Interest Rate | Maturity Date | As of July 5,2026 | As of December 28,2025 | |
|---|---|---|---|---|
| 2028 Convertible Senior Notes | 3.00% | May 1, 2028 | $172,500 | $172,500 |
| 2030 Convertible Senior Notes | 4.75% | September 15, 2030 | 360,000 | 360,000 |
| Long-term loans | ||||
| Floating rate | 3.40% | June 30, 2027 | 108 | 173 |
| Floating rate | 3.40% | June 30, 2028 | 216 | 287 |
| Total Convertible Senior Notes and other borrowings | 532,824 | 532,960 | ||
| Less: unamortized debt issuance costs | (11,614) | (13,459) | ||
| Long-term debt | 521,210 | 519,501 | ||
| Current portion of long-term debt | (216) | (230) | ||
| Long-term debt, net | $520,994 | $519,271 | ||
Long-term Loans
As of July 5, 2026 and December 28, 2025, total long-term loans outstanding were $0.3 million and $0.5 million, respectively, including a current portion of the long-term loans of $0.2 million for both periods, respectively.
2030 Convertible Senior Notes
On September 10, 2025, we issued $360.0 million aggregate principal amount of convertible senior notes (the “2030 Convertible Senior Notes”), pursuant to an indenture, dated as of September 15, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2030 Convertible Senior Notes are unsecured obligations of the Company and bear interest at a rate of 4.75% per year from September 15, 2025, and are payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The 2030 Convertible Senior Notes will mature on September 15, 2030, unless earlier converted, redeemed or repurchased. For both periods ended July 5, 2026 and December 28, 2025, the total principal amount outstanding of the 2030 Convertible Senior Notes was $360.0 million.
2028 Convertible Senior Notes
On April 20, 2023, we issued $172.5 million aggregate principal amount of 3.0% convertible senior notes due 2028 (the “2028 Convertible Senior Notes”), including $10.0 million principal amount of the 2028 Convertible Senior Notes (the “Affiliate Notes”) issued to an entity affiliated with Thurman John Rodgers, Chairman of our Board of Directors, in a concurrent private placement. As of both periods ended July 5, 2026 and December 28, 2025, the total principal amount outstanding of the 2028 Convertible Senior Notes was $172.5 million.
The 2028 Convertible Senior Notes are unsecured obligations of the Company and bear interest at a rate of 3.0% per year from April 20, 2023, and are payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2023. The 2028 Convertible Senior Notes will mature on May 1, 2028 unless earlier converted, redeemed or repurchased.
The following table summarizes the interest expenses related to the convertible senior notes and loans, which are recorded within interest expense in the Condensed Consolidated Statements of Operations (in thousands).
| Fiscal Quarters Ended · Fiscal Years-to-Date Ended | ||||
|---|---|---|---|---|
| July 5,2026 | June 29,2025 | July 5, 2026 | June 29, 2025 | |
| Coupon interest | $5,509 | $1,294 | $11,442 | $2,588 |
| Amortization of debt issuance costs | 890 | 283 | 1,844 | 563 |
| Total interest expense on Convertible Senior Notes | 6,399 | 1,577 | 13,286 | 3,151 |
| Loan interest | 122 | 128 | 243 | 270 |
| Total interest expenses related to Convertible Senior Notes and loans | $6,521 | $1,705 | $13,529 | $3,421 |
As of July 5, 2026 and December 28, 2025, we had $6.1 million and $5.8 million of accrued interest liability, respectively.
Debt Maturity
The following table summarizes our long-term debt maturities, based on outstanding principal by years (in thousands).
| Debt Maturity | |
|---|---|
| 2026 (remaining six months) | $108 |
| 2027 | 162 |
| 2028 | 172,554 |
| 2029 | — |
| 2030 | 360,000 |
| Total gross amount of long-term debt | $532,824 |
Note 7. Commitments and Contingencies
Purchase Commitments
As of July 5, 2026 and December 28, 2025, our commitments included approximately $3.2 million and $5.3 million, respectively, of our open purchase orders and contractual obligations that occurred in the ordinary course of business, including commitments with contract manufacturers and suppliers for which we have not received goods or services, commitments for capital expenditures and construction-related activities for which we have not received the goods or services. Although open purchase orders are considered enforceable and legally binding, the terms generally allow us an option to cancel, reschedule, and adjust its requirements based on our business needs prior to the delivery of goods or performance of services. For lease obligations, please refer to Note 5 “Leases” for more details. For the Convertible Senior Notes obligation and other borrowings, please refer to Note 6 “Borrowings” for more details.
Performance Obligations
As of July 5, 2026, we had $4.0 million of performance obligations, which comprised of total deferred revenue and customer order deposits. We currently expect to recognize approximately 93% of deferred revenue as revenue within the next twelve months.
Litigation
From time to time, we are subject to a variety of claims, lawsuits, investigations, and proceedings concerning matters arising in connection with our business activities, including product liability, intellectual property, commercial, insurance, securities laws, contract disputes, and employment matters. Certain of these lawsuits and claims are described in further detail below. We intend to vigorously defend against each of these allegations.
A liability and related charge to earnings is recorded in the condensed consolidated financial statements for legal contingencies when the loss is considered probable and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information, including the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to each case. The outcomes of outstanding legal matters are inherently unpredictable and subject to uncertainties. While there can be no assurance of favorable outcome of these legal matters, we currently believe that the outcome of these matters will not have a material adverse effect on our results of operations, liquidity or financial position.
Securities Class Action Complaint
In January 2023, purported Company stockholders filed securities class action complaints in the U.S. District Court for the Northern District of California against Enovix and certain of its current and former officers and directors (collectively, the “defendants”). The complaints, which were later consolidated, allege violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder, relating to alleged material misstatements or omissions in public statements related to our manufacturing scale-ups and testing of new equipment. Following consolidation of the cases and court appointment oftwo purported Company stockholder lead plaintiffs, a consolidated complaint, In re Enovix Corp. Securities Litigation, Case No. 23-cv-00071-SI (N.D. Cal.), was filed in July 2023. The consolidated complaint alleges substantially similar claims, including allegations that the defendants made material misstatements or omissions in public statements related to testing of new equipment.
The court granted the motion to dismiss the consolidated complaint in January 2024. The plaintiffs subsequently filed a second amended complaint in March 2024. The plaintiffs seek unspecified damages, interest, fees and costs on behalf of a putative class of persons and entities that purchased and/or acquired shares of Enovix or its predecessor entity’s common stock between August 10, 2021 and October 3, 2023.
In July 2024, the court issued an order granting, in part, and denying in part defendants’ motion to dismiss. In June 2025, we filed a motion for partial judgment on the pleadings to eliminate certain alleged misstatements currently at issue in the case. In October 2025, the court granted our motion in full and dismissedtwo of thethree remaining statements at issue in the litigation.
The case is now proceeding on theone statement at issue. A hearing on the plaintiffs’ renewed motion for class certification was held and on April 21, 2026, the court denied plaintiffs’ motion for class certification. On May 5, 2026, the plaintiffs filed a petition for leave to appeal the denial of class certification with the United States Court of Appeals for the Ninth Circuit, and the court subsequently denied the appeal.
In November 2024, a related derivative lawsuit was filed in Alameda County, California, which lawsuit has been stayed pending resolution of the securities action. In March 2026, two other derivative lawsuits were filed in the Northern District of California and the District of Delaware alleging substantially similar claims.
In September 2024, we received demands under Section 220 of the Delaware General Corporation Law for corporate books and records (“Section 220 Demand”) fromtwo stockholders related to the foregoing matter. However, we received notice in November 2025 from one of the stockholders, and in March 2026 from the second stockholder, that they would no longer be pursuing their Section 220 Demand.
Based on information currently available, we have not recorded a liability related to these matters in our condensed consolidated financial statements as of July 5, 2026, because we cannot reasonably estimate the amount or range of potential losses.
Guarantees and Indemnifications
In the normal course of business, we enter into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. In addition, we purchased performance bonds to guarantee our performance obligations for certain projects. Our exposure under these agreements is unknown because it involves claims that may be made against us in the future but have not yet been made. To date, we have not paid any claims or been required to defend any action related to the indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations.
We also have indemnification obligations to our officers and directors for specified events or occurrences, subject to some limits, while they are serving at our request in such capacities. There have been no claims to date and we have director and officer insurance that may enable us to recover a portion of any amounts paid for future potential claims. We believe the fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities relating to these obligations for the periods presented.
Note 8. Treasury Stock and Warrants
Common Stock Repurchase Plan
In June 2025, our Board of Directors approved a stock repurchase plan authorizing the Company to repurchase up to $60.0 million worth of shares of our common stock (the “Repurchase Plan”), of which $58.4 million was used to repurchase stock during fiscal year 2025. The Repurchase Plan was initially set to expire on December 31, 2026 and prior to its adoption, we did not have a repurchase plan in place.
In February 2026, our Board of Directors authorized us to repurchase up to an additional $75.0 million worth of shares of the Company’s common stock, $0.0001 par value per share, under the Repurchase Plan and also designated that the Repurchase Plan would no longer have an expiration date.
As of July 5, 2026 and December 28, 2025, we had $76.6 million and $1.6 million, respectively, available for repurchases of common stock under the Repurchase Plan.
We may make repurchases from time to time through open market purchases or through privately negotiated transactions. Pursuant to the Repurchase Plan, the timing and number of shares of common stock repurchased will be determined at our discretion. We may modify, suspend or discontinue the Repurchase Plan at any time and we are not obligated to repurchase any specific number of shares of common stock.
Private Placement Warrants
The 5,500,000 Private Placement Warrants outstanding were originally issued in a private placement to the Sponsor and certain of its members on December 5, 2021. Each whole Private Placement Warrant became exercisable forone whole share of our common stock at a price of $10.66 per share.
As of July 5, 2026 and December 28, 2025, we had 5,500,000 Private Placement Warrants outstanding. See Note 3 “Fair Value Measurement” for more information. The Private Placement Warrants were unexercised and expired on July 14, 2026.
Note 9. Net Loss per Share
The following table sets forth the computation of our basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount).
| Fiscal Quarters Ended | Fiscal Years-to-Date Ended | |||
|---|---|---|---|---|
| July 5,2026 | June 29,2025 | July 5,2026 | June 29,2025 | |
| Numerator: | ||||
| Net loss attributable to common stockholders - basic and diluted | $(43,063) | $(44,528) | $(81,323) | $(68,038) |
| Denominator: | ||||
| Weighted-average shares outstanding used in computing net loss per share of common stock - basic and diluted(1) | 218,502,098 | 204,819,119 | 217,908,465 | 204,086,108 |
| Net loss per share of common stock: | ||||
| Basic and diluted(1) | $(0.20) | $(0.22) | $(0.37) | $(0.33) |
(1) As required by ASC 260, Earnings Per Share, the share and per share amounts for the periods presented in the above table have been retroactively adjusted to reflect the warrant dividends issued in July 2025.
The following table discloses shares of the securities that were not included in the diluted EPS calculation above because they are anti-dilutive for the periods presented above.
| Fiscal Quarters Ended · Fiscal Years-to-Date Ended | ||||
|---|---|---|---|---|
| July 5,2026 | June 29,2025 | July 5, 2026 | June 29, 2025 | |
| Stock options outstanding | 1,132,201 | 1,618,980 | 1,132,201 | 1,618,980 |
| Restricted stock units and performance restricted stock units outstanding | 15,385,038 | 14,954,849 | 15,385,038 | 14,954,849 |
| Assumed conversion of Convertible Senior Notes | 43,171,560 | 11,053,800 | 43,171,560 | 11,053,800 |
| Private Placement Warrants outstanding | 5,500,000 | 5,500,000 | 5,500,000 | 5,500,000 |
| Employee stock purchase plan estimated shares | 166,059 | 296,202 | 166,059 | 296,202 |
Note 10. Stock-based Compensation
We issue equity awards to our employees and non-employees in the form of stock options, restricted stock units (“RSUs”) and performance based RSUs (“PRSUs”). Additionally, we also offer an employee stock purchase plan (“ESPP”) to our eligible employees. We use the Black-Scholes option pricing model to value our stock options granted and the estimated shares to be purchased under the ESPP. For both RSUs and PRSUs, we use our common stock price, which is the last reported sales price on the grant date to value those securities.
In general, we recognize stock-based compensation expense on a straight-line basis over the requisite service period and record forfeitures as they occur. For PRSUs, we use the graded vesting method to calculate the stock-based compensation expense. At each reporting period, we recognize and adjust the stock-based compensation expense based on our probability assessment in meeting our PRSUs' performance conditions.
Stock-based Compensation Expense
The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the Condensed Consolidated Statements of Operations for the periods presented below (in thousands).
| Fiscal Quarters Ended · Fiscal Years-to-Date Ended | ||||
|---|---|---|---|---|
| July 5,2026 | June 29,2025 | July 5, 2026 | June 29, 2025 | |
| Cost of revenue | $490 | $356 | $935 | $477 |
| Research and development | 4,620 | 6,941 | 9,690 | 13,296 |
| Selling, general and administrative | 7,924 | 6,825 | 14,174 | 12,363 |
| Total stock-based compensation expense | $13,034 | $14,122 | $24,799 | $26,136 |
For the fiscal year-to-date ended July 5, 2026 and June 29, 2025, we capitalized $0.7 million and $0.2 million, respectively, of stock-based compensation as property and equipment, net on the Condensed Consolidated Balance Sheet. There wasno recognized tax benefit related to stock-based compensation for the periods presented. In addition, we accrued $2.1 million of bonus to be settled in equity awards as accrued compensation on the Condensed Consolidated Balance Sheet as of July 5, 2026.
As of July 5, 2026, there was approximately $96.1 million of total unrecognized stock-based compensation expense related to unvested equity awards, which are expected to be recognized over a weighted-average period of 2.8 years. As of July 5, 2026, there was approximately $0.5 million of total unrecognized stock-based compensation related to the ESPP, which is expected to be recognized over a period of 0.98 years.
Stock Option Activity
The following table summarizes stock option activities for the fiscal year-to-date ended July 5, 2026 (in thousands, except share, per share and contractual life amounts).
| Number ofOptionsOutstanding · WeightedAverageExercisePrice · WeightedAverageRemainingContractualLife (Years) · AggregateIntrinsicValue (1) (2) | |||||||
|---|---|---|---|---|---|---|---|
| Balances as of December 29, 2025 | 1,206,554 | $9.69 | 5.2 | $219 | |||
| Exercised | (4,730) | 0.05 | |||||
| Forfeited | (69,623) | 8.81 | |||||
| Balances as of July 5, 2026 | 1,132,201 | $9.78 | 4.4 | $99 | |||
| Vested and expected to vest at July 5, 2026 | 1,132,201 | $9.78 | 4.4 | $99 | |||
| Vested and exercisable at July 5, 2026 | 1,131,367 | $9.77 | 4.4 | $99 | |||
| Unvested and exercisable at July 5, 2026 | 834 | $17.99 | 0.3 | $— | |||
| (1) | The intrinsic value of options exercised is based upon the value of our stock at exercise. |
| (2) | The aggregate intrinsic value of the stock options outstanding as of July 5, 2026 represents the value of our closing stock price at $5.36 on the last trading day of the quarter ended July 5, 2026 in excess of the exercise price multiplied by the number of options outstanding. |
Restricted Stock Unit and Performance Restricted Stock Unit Activities
The following table summarizes RSUs and PRSUs activities for the fiscal year-to-date ended July 5, 2026 (in thousands, except share and per share amount).
| RSUs | PRSUs | |||
|---|---|---|---|---|
| Number ofSharesOutstanding | Weighted AverageGrant Date Fair Value | Number ofSharesOutstanding | Weighted AverageGrant Date Fair Value | |
| Issued and unvested shares balances as of December 29, 2025 | 10,336,628 | $8.75 | 2,047,638 | $7.51 |
| Granted | 6,078,478 | 5.45 | 2,230,318 | 5.14 |
| Vested | (2,856,396) | 8.37 | (16,748) | 8.25 |
| Forfeited | (1,489,300) | 9.43 | (945,580) | 7.35 |
| Issued and unvested shares outstanding as of July 5, 2026 | 12,069,410 | $7.09 | 3,315,628 | $5.99 |
Note 11. Related Parties
Employment Relationship
As of July 5, 2026, we employedone family member of our Chief Executive Officer, who assists with sales in North America.
Affiliate Notes
On April 20, 2023, we issued $172.5 million aggregate principal amount of the 2028 Convertible Senior Notes, which included $10.0 million principal amount of the Affiliate Notes that were issued to an entity affiliated with Thurman John “T.J.” Rodgers, our Chairman, in a concurrent private placement. The Affiliate Notes were recorded in Long-term debt, net on our Condensed Consolidated Balance Sheets. See Note 6 “Borrowings” for more information.
For both the fiscal quarters ended July 5, 2026 and June 29, 2025 and the fiscal years-to-date ended July 5, 2026 and June 29, 2025, we recorded an immaterial amount of interest expense related to the Affiliate Notes in our Condensed Consolidated Statements of Operations.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.