[144] Nvidia Corp SEC Filing

Rhea-AI Filing Summary

Nvidia Corp (NVDA) has filed a Form 144 indicating a proposed insider sale. The notice covers the potential disposition of 4,500 shares of the company’s common stock, to be executed through Morgan Stanley Smith Barney LLC on or about 20 June 2025. At the reference market price supplied by the filer, the transaction is valued at approximately $654,660.

The seller of record is identified in the filing as Donald F. Robertson Jr. A previous Rule 10b5-1 sale by the same individual occurred on 21 March 2025, when 4,500 shares were sold for $525,585.15 in gross proceeds. The shares to be sold on the upcoming date were acquired via restricted stock units (RSUs) that vested on 18 June 2025. The filing lists total shares outstanding at 24.4 billion, making the transaction immaterial in percentage terms.

Because this is a Form 144, the filer attests that no undisclosed material adverse information is known and, if relying on a Rule 10b5-1 plan, that such a plan was adopted in compliance with SEC requirements. No additional financial results, guidance updates, or strategic disclosures accompany the notice.

Investment context: A routine Form 144 covering 4,500 shares (

• Nominal monetary value versus Nvidia’s market capitalization
• Sale follows normal RSU vesting schedule
• Insider continues to use a 10b5-1 trading plan, signaling pre-arranged, non-opportunistic execution

) suggests limited direct impact on valuation, though investors often monitor insider selling trends for sentiment cues.

Positive

• Transparent disclosure via Form 144 with Rule 10b5-1 plan indicated
• Sale size of 4,500 shares is immaterial versus 24.4 billion outstanding, limiting dilution concern

Negative

• Continued insider selling (second 4,500-share sale in three months) may be perceived negatively by sentiment-focused investors
• Shares sold were recently vested RSUs, highlighting potential cash-out rather than long-term share retention by insider

Insights

Securities Analyst

TL;DR: Small, pre-planned insider sale; negligible dilution; monitor only for sentiment.

The Form 144 discloses Donald F. Robertson Jr.’s intent to sell 4,500 NVDA shares (~$655k). Given the reported 24.4 billion shares outstanding, the stake represents an insignificant 0.000018 %, posing no dilution risk. The shares were recently acquired RSUs, indicating typical compensation monetization. The filer references a Rule 10b5-1 plan, reducing concerns about opportunistic timing. Overall, the transaction is routine and immaterial to earnings, cash flow, or strategic outlook.

Corporate Governance Expert

TL;DR: Routine governance disclosure; insider selling modest; no red flags.

Form 144 compliance demonstrates transparency. The attestation that the insider lacks undisclosed adverse information, combined with a disclosed 10b5-1 plan, aligns with best-practice governance. The filing notes a similar-sized sale in March, suggesting a regular cadence rather than a sudden liquidation. No indication of board-level departures, litigation, or strategic shift appears. From a governance standpoint, the filing is benign.

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

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	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	4500	654660.00	24400000000	06/20/2025	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	06/18/2025	Restricted Stock Units	Issuer			4500	06/18/2025	N/A

* 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
10b5-1 Sales for DONALD F ROBERTSON JR. 2788 San Tomas Expressway Santa Clara CA 95051	Common	03/21/2025	4500	525585.15

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

How many Nvidia (NVDA) shares are being sold in this Form 144?

4,500 common shares are proposed for sale.

What is the approximate value of the NVDA shares to be sold?

The filing cites an aggregate market value of $654,660.

Who is the insider selling Nvidia stock?

The sale is for the account of Donald F. Robertson Jr.

When is the planned sale date according to the Form 144?

The approximate sale date is 20 June 2025.

Were there recent NVDA insider sales by the same person?

Yes. 4,500 shares were sold on 21 March 2025 for $525,585.15.

Does the filing indicate use of a Rule 10b5-1 trading plan?

Yes, the insider references Rule 10b5-1 compliance in the signature section.