Enovix CorpENVX
Enovix Corp Fair Value Disclosure
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, long-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 Consolidated Balance Sheets. As of December 28, 2025 and December 29, 2024, 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.
Cash and cash equivalents are reported at their respective fair values on the Consolidated Balance Sheets. Where quoted prices are available in an active market, securities are classified as Level 1. We classify money market funds as Level 1. When quoted market prices are not available for the specific security, then we estimate fair value by using quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, reported trades and broker/dealer quotes. Where applicable the market approach utilizes prices and information from market transactions for similar or identical assets. We will classify commercial paper, corporate debt securities and asset-backed securities as Level 2. As of December 28, 2025 and December 29, 2024, we had cash and cash equivalents of $106.0 million and $272.9 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 December 28, 2025 and December 29, 2024 (in thousands).
| Fair Value Measurement using | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||||||||||||
| As of December 28, 2025 | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money Market Funds | $ | 44,279 | $ | — | $ | — | $ | 44,279 | ||||||||||||||||||
| U.S. Treasuries | — | — | — | — | ||||||||||||||||||||||
| 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 | ||||||||||||||||||
| As of December 29, 2024 | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money Market Funds | $ | 102,574 | $ | — | $ | — | $ | 102,574 | ||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Private Placement Warrants | $ | — | $ | — | $ | 28,380 | $ | 28,380 | ||||||||||||||||||
Cash Equivalents and Short-term Investments:
The following is a summary of cash equivalents, short-term investments and long-term investments (in thousands).
| Reported as | ||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost | Unrealized Gain | Unrealized Loss | Estimated Fair Value | Cash Equivalents | Short-term Investments | Long-term Investments | ||||||||||||||||||||||||||||||||||||||
| As of December 28, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| 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 December 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Money Market Funds | $ | 102,574 | $ | — | $ | — | $ | 102,574 | $ | 102,574 | $ | — | $ | — | ||||||||||||||||||||||||||||||
Private Placement Warrants
Our liabilities are measured at fair value on a recurring basis, including 6,000,000 shares of the Private Placement Warrants that were held by Rodgers Capital, LLC (the “Sponsor”) and certain of its members. 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 for one whole share of our common stock at a price of $11.50 per share on December 5, 2021. In connection with the issuance of Warrants, our Board of Directors approved the change of the exercise price from $11.50 per Private Placement Warrant to an adjusted exercise price of $10.66 per Private Placement Warrant in accordance with the agreement of Private Placement Warrant. The adjusted exercise price was effective on July 21, 2025.
During the third quarter of 2024, there was a cashless exercise of 500,000 shares of the Private Placement Warrants with an exercise price of $11.50 per share and we issued 153,822 shares of our common stock.
The key assumptions impacting the fair value of the Private Placement Warrants are the fair value of our common stock as of each re-measurement date, the remaining contractual terms of the Private Placement Warrants, risk-free rate of return and expected volatility which is based on our historical and implied volatility and the volatility of our peer group. As of December 28, 2025 and December 29, 2024, we had 5,500,000 Private Placement Warrants outstanding. The fair value of the Private Placement Warrants was $1.20 per share as of December 28, 2025 and $5.16 per share as of December 29, 2024. 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 31, 2023 | $ | 42,900 | |||
| Cashless warrant exercise | (2,276) | ||||
| (12,244) | |||||
Fair value as of December 29, 2024 | 28,380 | ||||
| (21,802) | |||||
Fair value as of December 28, 2025 | $ | 6,578 | |||
The following table summarizes the key assumptions used for determining the fair value of common stock warrants.
| Private Placement Warrants Outstanding as of December 28, 2025 | Private Placement Warrants Outstanding as of December 29, 2024 | Private Placement Warrants Outstanding as of December 31, 2023 | |||||||||||||||
| Expected term (in years) | 0.5 | 1.5 | 2.5 | ||||||||||||||
| Expected volatility | 90.8% | 95.0% | 90.0% | ||||||||||||||
| Risk-free interest rate | 3.6% | 4.3% | 4.1% | ||||||||||||||
| Expected dividend rate | —% | —% | —% | ||||||||||||||
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 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 December 28, 2025, we consider the fair value of the other long-term loans as approximately close to their carrying values of $0.5 million.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Mar 1, 2023 | |
| 2022 | Mar 25, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.