Rule 144/A: NVDA planned insider sale of 145,780 shares on 09/19/2025

Rhea-AI Filing Summary

Insider notice to sell 145,780 shares of common stock through Goldman Sachs, proposed on 09/19/2025, with an aggregate market value of $25,754,952.60. The filing lists the securities as common stock and shows the shares were acquired primarily as compensation, including performance awards and restricted stock units on dates ranging from 03/20/2019 to 09/17/2025. The table of recent activity details multiple open-market sales by Colette Kress and related entities on 06/20/2025, 07/15/2025 and 08/04/2025. The notice affirms the seller's representation that no undisclosed material adverse information is known.

Positive

• Full disclosure of key sale details including broker (Goldman Sachs), number of shares (145,780), aggregate market value ($25,754,952.60) and proposed sale date (09/19/2025).
• Acquisition history provided showing shares were acquired as compensation (performance awards and RSUs) with specific acquisition dates from 2019 through 09/17/2025.
• Recent sales history included listing prior transactions by named sellers and proceeds, enhancing transparency about insider activity.

Negative

• Large proposed insider sale of 145,780 shares valued at $25.75M could be viewed negatively by some investors due to scale of disposition.
• Multiple recent insider sales reported on 06/20/2025, 07/15/2025 and 08/04/2025 by Colette Kress and related entities may raise questions about concentrated selling activity.
• No trading-plan adoption date provided in the filing, so it is not possible from this document to confirm reliance on a 10b5-1 plan.

Insights

Securities Analyst

TL;DR: A planned insider sale of 145,780 shares (~$25.8M) is disclosed; recent related sales occurred in June–August 2025.

The filing documents a Rule 144/A notice for the proposed disposal of 145,780 shares via Goldman Sachs on 09/19/2025 valued at $25,754,952.60. Acquisition records show the shares originated largely from compensation (performance awards and RSUs) awarded between 2019 and 2025. The presence of multiple sales by Colette Kress and affiliated entities during June–August 2025 may be relevant to liquidity and insider selling patterns, but the filing itself does not provide motivation or trading-plan details.

Compliance / Governance Analyst

TL;DR: The notice meets disclosure requirements but highlights significant insider disposition activity in recent months.

This Rule 144/A submission identifies the broker, quantity, market value and acquisition history as required. It also repeats the statutory representation that no undisclosed material adverse information exists. From a compliance perspective, documentation of acquisition dates and nature (compensation) supports Rule 144 eligibility, but the clustered timing of multiple sales in June, July and August 2025 could prompt internal review of trading policies and 10b5-1 plan reliance if applicable; the form does not state any trading-plan adoption date.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A

144/A: Filer Information

Filer CIK
Filer CCC
Previous Accession Number Of The Filing
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144/A: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144/A: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	145780	25754952.6	24400000000	09/19/2025	NASD

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144/A: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	12/13/2023	Acquired as compensation -- Performance Awards	Issuer			36500	12/13/2023	Compensation
Common Stock	12/13/2023	Acquired as compensation -- Performance Awards	Issuer			935	12/13/2023	Compensation
Common Stock	12/13/2023	Acquired as compensation -- Restricted Stock Units	Issuer			9946	12/13/2023	Compensation
Common Stock	09/17/2025	Acquired as compensation -- Performance Awards	Issuer			2817	09/17/2025	Compensation
Common Stock	09/17/2025	Acquired as compensation -- Performance Awards	Issuer			20073	09/17/2025	Compensation
Common Stock	09/17/2025	Acquired as compensation -- Restricted Stock Units	Issuer			5164	09/17/2025	Compensation
Common Stock	09/17/2025	Acquired as compensation -- Restricted Stock Units	Issuer			2822	09/17/2025	Compensation
Common Stock	09/17/2025	Acquired as compensation -- Restricted Stock Units	Issuer			5842	09/17/2025	Compensation
Common Stock	09/17/2025	Acquired as compensation -- Restricted Stock Units	Issuer			1681	09/17/2025	Compensation
Common Stock	06/21/2023	Acquired as compensation -- Restricted Stock Units	Issuer			29853	06/21/2023	Compensation
Common Stock	09/20/2023	Acquired as compensation -- Performance Awards	Issuer			147	09/20/2023	Compensation
Common Stock	03/20/2019	Acquired as compensation -- Performance Awards	Issuer			30000	03/20/2019	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144/A: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
CDK 2 LLC 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	06/20/2025	5000	727904.5
KRESS 2024 NIMCRUT dtd 12/04/2024 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	06/20/2025	5000	727904.5
Colette Kress 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	06/20/2025	30500	4387970.95
CDK 2 LLC 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	06/20/2025	5000	719339.5
KRESS 2024 NIMCRUT dtd 12/04/2024 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	06/20/2025	5000	719339.5
Colette Kress 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	07/15/2025	16675	2856100.67
CDK 2 LLC 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	07/15/2025	5000	856402
KRESS 2024 NIMCRUT dtd 12/04/2024 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	07/15/2025	5000	856402
Colette Kress 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	07/15/2025	10975	1869944.65
CDK 2 LLC 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	07/15/2025	5000	851911
KRESS 2024 NIMCRUT dtd 12/04/2024 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	07/15/2025	5000	851911
Colette Kress 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	08/04/2025	10975	1941466.52
CDK 2 LLC 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	08/04/2025	5000	884495
KRESS 2024 NIMCRUT dtd 12/04/2024 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	08/04/2025	5000	884495
Colette Kress 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	08/04/2025	16665	2982456.73
CDK 2 LLC 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	08/04/2025	5000	894826.5
KRESS 2024 NIMCRUT dtd 12/04/2024 2788 San Tomas Expressway Santa Clara CA 95051	Common Stock	08/04/2025	5000	894826.5

144/A: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the 144/A filing for NVDA report?

The filing reports a proposed sale of 145,780 shares of NVDA common stock via Goldman Sachs on 09/19/2025 with an aggregate market value of $25,754,952.60.

Who is the broker handling the proposed sale in the NVDA 144/A?

Goldman Sachs & Co. LLC, 200 West Street New York NY 10282 is listed as the broker for the proposed transaction.

When were the shares being sold acquired?

Acquisition dates range from 03/20/2019 to 09/17/2025, and the shares were acquired primarily as compensation via performance awards and restricted stock units.

Did insiders sell NVDA shares recently before this proposed sale?

Yes. The filing lists multiple sales by Colette Kress, CDK 2 LLC and KRESS 2024 NIMCRUT on 06/20/2025, 07/15/2025 and 08/04/2025 with reported gross proceeds for each transaction.

Does the filing state whether a 10b5-1 plan was used?

No. The form does not provide a date of plan adoption or indicate reliance on a Rule 10b5-1 trading plan.

What representation does the seller make in the filing?

The seller represents they do not know any material adverse information about the issuer that has not been publicly disclosed.