[144] Nvidia Corp SEC Filing

Rhea-AI Filing Summary

CaliberCos Inc. (Nasdaq: CWD) filed a Form 8-K on 1 July 2025 detailing a chief operating officer transition effective 7 July 2025.

Departure: The company delivered notice of termination to its prior COO, Ignacio Martinez, with no separation agreement yet in place. Caliber has not disclosed the reason for the dismissal, and related severance terms remain unresolved.

Appointment: The board, on the recommendation of the Nominating & Governance Committee, unanimously appointed Gregory Randolph James (age 51) as the new COO. James joined Caliber in Oct-2024 as COO & Head of Asset Management for Caliber Hospitality Trust and previously served as SVP-Operations and SVP-Asset Management at Summit Hotel Properties (INN), a publicly traded lodging REIT. He holds a business degree from Arizona State University. No family or related-party ties were identified, and his appointment involved no special arrangements.

Outstanding items: 1) An employment agreement for Mr. James is still being negotiated; the company will amend this report within four business days once finalized. 2) A press release announcing the appointment (Exhibit 99.1) will be furnished on 8 July 2025 under Reg FD.

Investor take-away: The leadership change introduces near-term uncertainty due to the abrupt termination of the former COO, but James brings relevant lodging and asset-management expertise that could strengthen operational execution once contractual terms are settled.

Positive

• Appointment of seasoned executive: Gregory R. James brings senior operational experience from a publicly listed lodging REIT, aligning with Caliber’s hospitality focus.
• Board unanimity and clear succession plan: Nominating & Governance Committee followed formal process, supporting orderly leadership continuity.
• Reg FD transparency: Company promptly disclosed the change and committed to file contract details within four business days.

Negative

• Abrupt termination of prior COO: Ignacio Martinez exits without a separation agreement, creating potential litigation or cost uncertainty.
• Employment terms pending: Lack of finalized contract for the new COO leaves compensation exposure undisclosed.
• Management turnover risk: Consecutive COO changes within a year could signal operational or cultural challenges.

Insights

Corporate Governance Analyst

TL;DR: Governance-neutral; orderly replacement but lack of severance and contract clarity adds short-term risk.

Board action appears procedurally sound—nomination committee involvement, unanimous vote, timely disclosure and future amendment commitment—all meet SEC best-practice guidelines. Nevertheless, terminating a senior officer without a signed separation agreement may expose Caliber to legal or reputational risk if negotiations sour. Investors should monitor the forthcoming employment contract for cost commitments (e.g., equity grants, change-in-control clauses) that could alter compensation structure. Overall impact is neutral until final terms emerge.

Hospitality Real-Estate Specialist

TL;DR: Positive—new COO has public REIT operations pedigree aligned with Caliber’s hospitality assets.

Gregory James’ decade-plus tenure at Summit Hotel Properties adds scale-driven operational know-how, revenue-management expertise and capital allocation discipline critical for Caliber’s hospitality portfolio growth. Continuity risk is mitigated by his nine-month integration as CHO/Head of Asset Management. Provided compensation is reasonable, the hire should enhance asset performance and investor confidence.

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

144: Filer Information

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

144: 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

Relationship to Issuer

Relationship to Issuer

144: 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	Charles Schwab & Co., Inc. 3000 Schwab Way Westlake TX 76232	75000	11952013.00	24400000000	07/08/2025	NASDAQ

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: 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	03/20/2024	Performance Stock Award	NVIDIA CORPORATION			75000	03/20/2024	Equity 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: 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
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	06/20/2025	50000	7213155.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	06/23/2025	50000	7190433.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	06/24/2025	50000	7355095.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	06/25/2025	75000	11440776.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	06/26/2025	75000	11669547.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	06/27/2025	75000	11776127.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	06/30/2025	75000	11815015.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	07/01/2025	75000	11570584.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	07/02/2025	75000	11729115.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	07/03/2025	75000	11948717.00
JEN HSUN HUANG 2788 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95051	NVIDIA CORP	07/07/2025	75000	11876158.00

144: 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

Why was Ignacio Martinez terminated from CaliberCos (CWD)?

The 8-K states only that Mr. Martinez was notified of termination effective 7 July 2025; no reason was disclosed.

Who is CaliberCos' new Chief Operating Officer?

Gregory Randolph James was appointed COO effective 7 July 2025.

What relevant experience does Gregory James bring to CWD?

He was SVP-Operations & Asset Management at Summit Hotel Properties (NYSE: INN) and joined Caliber in Oct-2024 overseeing hospitality assets.

Has CaliberCos signed an employment agreement with the new COO?

No. The agreement is still being negotiated; an amended filing will be made within four business days after finalization.

Is there a separation agreement with outgoing COO Ignacio Martinez?

Not yet. The company reported no separation agreement as of the filing date.

On which exchange does CaliberCos' Class A common stock trade?

CaliberCos trades on The Nasdaq Stock Market LLC under the symbol CWD.