NVIDIA holder plans $1.09B sale of 5M shares

Mark A. Stevens–related entities file to sell 5,000,000 NVIDIA (NVDA) shares under Rule 144, valued at about $1.09 billion.

Rhea-AI Filing Summary

NVIDIA CORP (NVDA) is the issuer for a proposed resale under Rule 144 by Mark A. Stevens–related entities. The notice covers 5,000,000 Class A shares, originally acquired in a private placement on December 6, 2006, with an approximate aggregate market value of $1,087,200,000 based on recent prices.

The shares are to be sold by 3rd Millennium Trust and 970 Foundation, for which Mark A. Stevens serves respectively as Trustee and Director. The filing also lists several prior Rule 144 sales by 3rd Millennium Trust during the past three months.

Key Figures

Shares to be sold: 5,000,000 shares Estimated market value of shares to be sold: $1,087,200,000 Acquisition date of shares: December 6, 2006 +4 more

7 metrics

Shares to be sold 5,000,000 shares Class A NVIDIA shares covered by the Rule 144 notice

Estimated market value of shares to be sold $1,087,200,000 Approximate aggregate market value for 5,000,000 shares

Acquisition date of shares December 6, 2006 Date shares were acquired in a private placement

Sale on June 4, 2026 500,000 shares for $109,913,897.60 Past 3‑month sale by 3rd Millennium Trust

Sale on June 18, 2026 885,000 shares for $185,999,939.17 Past 3‑month sale by 3rd Millennium Trust

Sale on August 31, 2026 585,000 shares for $128,868,205.10 Past 3‑month sale by 3rd Millennium Trust

Sale on September 1, 2026 63,501 shares for $13,973,962.18 Past 3‑month sale by 3rd Millennium Trust

Key Terms

Rule 144, Private Placement, aggregate market value

3 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Private Placement financial

"Class A | 12/06/2006 | Private Placement | Issuer"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

aggregate market value financial

"Class A | Merrill Lynch ... | 5000000 | 1087200000"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing disclose for NVIDIA (NVDA)?

It discloses that entities associated with Mark A. Stevens plan to sell 5,000,000 Class A NVIDIA shares under Rule 144, originally acquired in a private placement on December 6, 2006, with an estimated market value of about $1.09 billion.

Who is selling NVIDIA (NVDA) shares in this Form 144?

The shares are to be sold by 3rd Millennium Trust and 970 Foundation. The notice states that Mark A. Stevens serves as Trustee of 3rd Millennium Trust and Director of 970 Foundation, and the filing is made for their account under Rule 144.

How many NVIDIA (NVDA) shares are covered by this planned Rule 144 sale?

The notice covers 5,000,000 shares of NVIDIA Class A common stock. These shares were acquired in a private placement on December 6, 2006 and are now being noticed for potential resale under Rule 144.

What is the estimated value of the NVIDIA (NVDA) shares to be sold?

The filing lists an approximate aggregate market value of $1,087,200,000 for the 5,000,000 NVIDIA shares to be sold. This reflects the filer’s market-based valuation at the time of the notice dated September 2, 2026.

What prior NVIDIA (NVDA) sales are reported in the past three months?

The filing reports sales by 3rd Millennium Trust of 500,000 shares on June 4, 2026 for $109,913,897.60, 885,000 shares on June 18, 2026 for $185,999,939.17, 585,000 shares on August 31, 2026 for $128,868,205.10, and 63,501 shares on September 1, 2026 for $13,973,962.18.

On which market are the NVIDIA (NVDA) shares listed in this Form 144?

The Form 144 identifies the Class A NVIDIA shares as listed on NASDAQ. The notice provides this exchange information along with the proposed sale of 5,000,000 shares with an estimated value of $1,087,200,000.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 04:57 PM EDT Accepted by SEC EDGAR 09/02/2026 - 04:57 PM EDT Learn about SEC filing dates

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	0001199039
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	NVIDIA CORP
SEC File Number	000-23985
Address of Issuer	2788 SAN TOMAS EXPRESSWAY SANTA CLARA CALIFORNIA 95051
Phone	408-486-2000
Name of Person for Whose Account the Securities are To Be Sold	MARK A STEVENS
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	Director

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
Class A	Merrill Lynch 555 California St San Francisco CA 94104	5000000	1087200000	24100000000	09/02/2026	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 *
Class A	12/06/2006	Private Placement	Issuer			5000000	12/06/2006	Cash

* 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
3rd Millennium Trust 2250 Apres Ski Way #701 Steamboat Springs CO 80487	Class A	06/04/2026	500000	109913897.6
3rd Millennium Trust 2250 Apres Ski Way #701 Steamboat Springs CO 80487	Class A	06/18/2026	885000	185999939.17
3rd Millennium Trust 2250 Apres Ski Way #701 Steamboat Springs CO 80487	Class A	08/31/2026	585000	128868205.1
3rd Millennium Trust 2250 Apres Ski Way #701 Steamboat Springs CO 80487	Class A	09/01/2026	63501	13973962.18

144: Remarks and Signature

Remarks	The shares are to be sold by 3rd Millennium Trust and 970 Foundation. Mark Stevens serves as Trustee of 3rd Millennium Trust and Director of 970 Foundation.
Date of Notice	09/02/2026
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	Mark Stevens
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)