Enovix CorpENVX
Enovix Corp Debt Disclosure
Borrowings
Short-Term Debt
In connection with the Routejade Acquisition, we assumed secured loans with fixed and floating interest rates. These loans have various maturity dates. As of December 28, 2025, total 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. The current portion of long-term debt is recorded as short-term debt based on time remaining until maturity. As of December 28, 2025, the weighted average interest rate on the short-term loans was approximately 4.8%. As of December 29, 2024, there was $9.5 million of short-term debt.
Long-Term Debt
Our long-term debt, net consists of the following (in thousands).
| Annual Interest Rate | Maturity Date | December 28, 2025 | December 29, 2024 | |||||||||||||||||||||||
| 2028 Convertible Senior Notes | 3.0 | % | May 1, 2028 | $ | 172,500 | $ | 172,500 | |||||||||||||||||||
| 2030 Convertible Senior Notes | 4.8 | % | September 15, 2030 | 360,000 | — | |||||||||||||||||||||
| Long-term loans | ||||||||||||||||||||||||||
| Floating rate | 3.4 | % | June 30, 2027 | 173 | 283 | |||||||||||||||||||||
| Floating rate | 3.4 | % | June 30, 2028 | 287 | 340 | |||||||||||||||||||||
| Fixed rate | 5.2 | % | February 3, 2026 | — | 914 | |||||||||||||||||||||
| Total Convertible Senior Notes and other borrowings | 532,960 | 174,037 | ||||||||||||||||||||||||
| Less: unamortized debt issuance costs | (13,459) | (4,047) | ||||||||||||||||||||||||
| Long-term debt | 519,501 | 169,990 | ||||||||||||||||||||||||
| Current portion of long-term debt | (230) | (170) | ||||||||||||||||||||||||
| Long-term debt, net | $ | 519,271 | $ | 169,820 | ||||||||||||||||||||||
Long-term Loans
In connection with the Routejade Acquisition in the fiscal year 2023, we assumed $3.3 million of long-term loans with fixed rate and floating rate loans. As of December 28, 2025 and December 29, 2024, we had $0.5 million and $1.5 million of long-term loans, respectively. Of the total long-term loan outstanding balances, $0.2 million represented the current portion of the long-term loans as of December 28, 2025 and December 29, 2024.
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 offerings and sale of the 2030 Convertible Senior Notes were made by us to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for resale by the initial purchasers to qualified institutional buyers (as defined in the Securities Act) pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The issuance included the exercise in full by the initial purchasers of their option to purchase an additional $60.0 million aggregate principal amount of the 2030 Convertible Senior Notes. As of December 28, 2025, the total principal amount outstanding of the 2030 Convertible Senior Notes was $360.0 million.
The 2030 Convertible Senior Notes are unsecured obligations of the Company and bear interest at a rate of 4.8% per year from September 15, 2025, and will be pay interest 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.
The net proceeds from the issuance of the 2030 Convertible Senior Notes were $348.8 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used $45.3 million of the net proceeds from the offering to pay the cost of the capped call transactions entered into in connection with the offering (see “2030 Capped Call Transaction” section for more details). We intend to use the remaining net proceeds for general corporate purposes, which may include to fund a portion of the purchase price for potential acquisitions.
The conversion rate for the 2030 Convertible Senior Notes will initially be approximately 89.2160 shares of our common stock per $1,000 principal amount of the 2030 Convertible Senior Notes, which is equivalent to an initial conversion price of $11.21 per share of our common stock, subject to adjustment under certain circumstances in accordance with the terms of the Indenture.
Holders of the 2030 Convertible Senior Notes may convert all or any portion of their notes, in integral multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding June 15, 2030 only under the following conditions:
•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 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 on each applicable trading day;
•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 notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
•if we call the 2030 Convertible Senior 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 2030 Convertible Senior Notes called (or deemed called) for redemption; or
•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 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, we may satisfy this conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the Indenture.
We may not redeem the 2030 Convertible Senior Notes prior to September 20, 2028. We may redeem for cash all or any portion of the 2030 Convertible Senior Notes, at our option, on or after September 20, 2028, if the liquidity condition is satisfied and the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which er provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Convertible Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If we redeem less than all the outstanding 2030 Convertible Senior Notes, at least $150.0 million aggregate principal amount of 2030 Convertible Senior Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice. No sinking fund is provided for 2030 Convertible Senior Notes.
If we undergo a “fundamental change,” as defined in the Indenture, holders may require us to repurchase for cash all or any portion of the 2030 Convertible Senior Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
The Indenture includes customary covenants and sets forth certain events of default, upon the occurrence and during the continuance of which the 2030 Convertible Senior Notes may be declared immediately due and payable.
Debt Issuance Costs
In accounting for the issuance of the 2030 Convertible Senior Notes, we accounted for the 2030 Convertible Senior Notes as liability instruments and considered it as single units of account pursuant to the Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2020-06”). Accrued interest for the 2030 Convertible Senior Notes was recorded as Accrued expenses on the Consolidated Balance Sheet. Costs incurred in connection with the issuance of debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method. To the extent that the debt is outstanding, the debt issuance costs were recorded as a reduction to Long-term debt, net on the Consolidated Balance Sheet. During the fiscal year 2025, we incurred approximately $11.2 million of debt issuance costs relating to the issuance of the 2030 Convertible Senior Notes.
2030 Capped Call Transactions
In connection with the issuance of the 2030 Convertible Senior Notes, we paid $45.3 million to enter into multiple capped call transactions with certain financial institutions (the “2030 Capped Calls”) during the third quarter of the fiscal
year 2025. The 2030 Capped Calls are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2030 Convertible Senior Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted 2030 Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap. Because the expirations of the 2030 Capped Calls do not match the maturity of the 2030 Convertible Senior Notes, the 2030 Capped Calls will not offset the actual dilutive impact of the 2030 Convertible Senior Notes to our common stock and/or the actual cash payments we are required to make upon any conversion of the 2030 Convertible Senior Notes.
We recorded the 2030 Capped Calls as a reduction of stockholders' equity, not as derivatives, as the 2030 Capped Calls met certain applicable accounting criteria. No subsequent remeasurement is required. The table below summarizes the key terms, subject to certain adjustments, of the 2030 Capped Calls transactions related to the 2030 Convertible Senior Notes (in dollars):
2030 Capped Calls | |||||||||||||||||||||||
| Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | ||||||||||||||||||||
Initial strike price per share | $11.21 | $11.21 | $11.21 | $11.21 | |||||||||||||||||||
Initial cap price per share | 16.47 | 17.84 | 18.76 | 20.13 | |||||||||||||||||||
Premiums per Option | 1.05 | 1.40 | 1.57 | 1.63 | |||||||||||||||||||
Expiration dates | February 10, 2026 to March 10, 2026 | August 13, 2026 to September 10, 2026 | February 10, 2027 to March 10, 2027 | August 11, 2028 to September 8, 2028 | |||||||||||||||||||
Final termination date | July 8, 2026 | January 5, 2027 | July 7, 2027 | January 5, 2029 | |||||||||||||||||||
2028 Convertible Senior Notes
On April 20, 2023, we issued $172.5 million aggregate principal amount of the 2028 Convertible Senior Notes, pursuant to an indenture, dated as of April 20, 2023 (the “Indenture”), between us and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The offerings and sale of the 2028 Convertible Senior Notes were made by us to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for resale by the initial purchasers to qualified institutional buyers (as defined in the Securities Act) pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The issuance included the exercise in full by the initial purchasers of their option to purchase an additional $22.5 million aggregate principal amount of the 2028 Convertible Senior Notes. $10.0 million principal amount of the 2028 Convertible Senior Notes (the “Affiliate Notes”) were issued to an entity affiliated with Thurman John Rodgers, Chairman of our Board of Directors, in a concurrent private placement.
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 will be 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 net proceeds from the offerings were approximately $166.6 million. We used approximately $17.3 million of the net proceeds from the offerings to pay the cost of the capped call transactions entered on April 20, 2023 in connection with the offerings. We use a portion of the net proceeds to build out Fab2 in Malaysia and fund our working capital.
The conversion rate for the 2028 Convertible Senior Notes will initially be 64.0800 shares of our common stock per $1,000 principal amount of the 2028 Convertible Senior Notes, which is equivalent to an initial conversion price of $15.61 per share of common stock, subject to adjustment under certain circumstances in accordance with the terms of the Indenture.
Holders of the 2028 Convertible Senior Notes may convert all or any portion of their notes, in integral multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding February 1, 2028 only under the following conditions:
•during any fiscal quarter commencing after the fiscal quarter ending on October 1, 2023 (and only during such fiscal quarter), if the last reported sale price of our 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 on each applicable trading day;
•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 notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
•if we call the 2028 Convertible Senior 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 2028 Convertible Senior Notes called (or deemed called) for redemption; or
•upon the occurrence of specified corporate events as set forth in the Indenture.
On or after February 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders 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, we may satisfy our conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the Indenture.
We may not redeem the 2028 Convertible Senior Notes prior to May 6, 2026. We may redeem for cash all or any portion of the 2028 Convertible Senior Notes, at its option, on or after May 6, 2026, if the liquidity condition is satisfied and the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If we redeem less than all the outstanding notes, at least $100.0 million aggregate principal amount of notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice.
If we undergo a “fundamental change,” as defined in the Indenture, fundamental change permits the holders of the 2028 Convertible Senior Notes to require us to repurchase the 2028 Convertible Senior Notes, subject to certain terms and conditions as defined in the Indenture. Holders may require us to repurchase for cash all or any portion of their notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
In accounting for the issuance of the 2028 Convertible Senior Notes, we accounted for the 2028 Convertible Senior Notes as liability instruments and considered it as single units of account pursuant to the Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2020-06”). Accrued interest for the 2028 Convertible Senior Notes was recorded as Accrued expenses on the Consolidated Balance Sheet. Costs incurred in connection with the issuance of debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method. To the extent that the debt is outstanding, the debt issuance costs were recorded as a reduction to Long-term debt, net on the Consolidated Balance Sheet. For the fiscal year 2023, we incurred approximately $5.9 million of debt issuance costs relating to the issuance of the 2028 Convertible Senior Notes.
2028 Capped Call Transactions
In connection with the issuance of the 2028 Convertible Senior Notes, we paid approximately $17.3 million to enter into capped call transactions with certain financial institutions (the “2028 Capped Calls”) in the second quarter of 2023. The 2028 Capped Calls are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2028 Convertible Senior Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted 2028 Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $21.17 per share (which represents a premium of 56.0% over the last reported sale price of our common stock of $13.57 per share on The Nasdaq Global Select Market on April 17, 2023), and is subject to certain adjustments under the terms of the 2028 Capped Calls. We recorded the 2028 Capped Calls as a reduction of stockholders' equity, not as derivatives, as the 2028 Capped Calls met certain accounting criteria. No subsequent remeasurement is required.
Interest
The following table summarizes the interest expenses related to our convertible senior notes and loans, which are recorded within interest expense in the Consolidated Statements of Operations (in thousands).
| Fiscal Years | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Coupon interest | $ | 10,094 | $ | 5,175 | $ | 3,608 | ||||||||||||||
| Amortization of debt issuance costs | 1,764 | 1,095 | 775 | |||||||||||||||||
| Total interest expense on Convertible Senior Notes | 11,858 | 6,270 | 4,383 | |||||||||||||||||
| Loan interest | 513 | 517 | 64 | |||||||||||||||||
| Total interest expenses related to Convertible Senior Notes and loans | $ | 12,371 | $ | 6,787 | $ | 4,447 | ||||||||||||||
As of December 28, 2025 and December 29, 2024, we had $5.8 million and $0.9 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 | $ | 230 | ||||||
| 2027 | 172 | |||||||
| 2028 | 172,558 | |||||||
| 2029 | — | |||||||
| 2030 | 360,000 | |||||||
| Total gross amount of long-term debt | $ | 532,960 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Mar 1, 2023 | |
| 2022 | Mar 25, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.