[144] Nvidia Corp SEC Filing

Rhea-AI Filing Summary

Form 144 filed for NVIDIA Corporation (NVDA) discloses a proposed open-market sale of 50,300 common shares (approximate market value $7.999 million) on or about 07/08/2025. Rockefeller Capital Management is listed as the broker. The filing states total shares outstanding of 24.4 billion, implying the upcoming sale represents about 0.0002 % of reported shares outstanding.

The same selling account – “Rosemary and A Brooke Seawell Revocable Trust” – has already executed 10 sales within the past three months, disposing of an additional 525,216 shares for gross proceeds of roughly $79–80 million. Including the new notice, aggregate planned and completed dispositions reach ~575,000 shares worth nearly $88 million.

Key filing details

• Form type: 144 (Notice of proposed sale under Rule 144)
• Security class: Common stock
• Broker: Rockefeller Capital Management, San Francisco
• Acquisition history: Shares acquired 08/12/2004 via stock options; paid in cash/check
• No indication the transaction is a gift or 10b5-1 plan; “Is this a Gift?” box left blank

Investment view: While the size of each individual transaction is immaterial relative to the reported share count, the continued series of multi-million-dollar sales by the same holder over a short period may be interpreted by some investors as a negative sentiment signal. However, the filing provides no commentary on motives, and Rule 144 notices are routine for long-tenured shareholders realizing gains.

Positive

• None.

Negative

• Continued large-dollar share disposals: Trust has sold ~525 k shares (~$80 m) in the last three months and now proposes another 50 k shares (~$8 m).
• Potential negative signal: Repeated sales in close succession may be interpreted by the market as reduced confidence from a significant long-time holder.

Insights

Securities Analyst

TL;DR: Ongoing $80-88 m shareholder selling signals mild negative sentiment, but position is negligible vs float.

The trust’s cumulative sales (~575 k shares) are minuscule against the reported 24.4 bn shares outstanding, so dilution or float impact is effectively zero. Nevertheless, consistent disposition over consecutive trading days suggests a deliberate exit strategy, often read as waning confidence or portfolio re-allocation. Because Form 144 filers must attest to “no undisclosed adverse information,” the market typically discounts information risk, yet patterns of insider-like selling can weigh on short-term sentiment, especially in momentum-driven names such as NVDA. No valuation metrics or operational data are included, therefore the filing’s fundamental impact is limited.

Risk Analyst

TL;DR: Event is not operationally material; reputational risk stems from perception of insider exit.

Rule 144 notices rarely create direct financial risk. The largest concern is optics: repeated large-ticket sales by a long-time holder can trigger headline-driven volatility, particularly if algorithms flag the activity as insider distribution. With average daily turnover in NVDA far exceeding 50 k shares, execution risk is negligible. Absent evidence of a 10b5-1 plan, investors may question timing, but the seller’s representation of no adverse non-public information mitigates legal exposure. Overall risk profile: minor market-sentiment risk, immaterial balance-sheet risk.

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	Rockefeller Capital Management Two Embarcadero Center Suite 232 San Francisco CA 94111	50300	7999967.12	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	08/12/2004	Stock Options	NVDA			50300	08/12/2004	cash/check

* 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
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	06/20/2025	55282	7999885.00
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway, Santa Clara CA 95051	NVIDIA	06/23/2025	55681	7999891.98
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	06/24/2025	54467	7999955.57
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway, Santa Clara CA 95051	NVIDIA	06/25/2025	52774	7999942.26
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway,, Santa Clara CA 95051	NVIDIA	06/26/2025	51455	7999881.09
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	06/27/2025	50980	7999859.69
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway, Santa Clara CA 95051	NVIDIA	06/30/2025	50912	799892.30
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	07/01/2025	51740	7999955.78
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	07/02/2025	51411	7999918.62
Rosemary and A Brooke Seawell Rev Trust 2788 San Tomas Expressway Santa Clara CA 95051	NVIDIA	07/07/2025	50514	7999870.61

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 NVDA shares are being proposed for sale in the latest Form 144?

The filing covers 50,300 common shares, valued at approximately $7.999 million.

When is the planned sale date for the 50,300 NVDA shares?

The approximate sale date stated is 07/08/2025.

How many NVDA shares did the filer sell during the previous three months?

The trust reported selling 525,216 shares across ten transactions from 06/20/2025 to 07/07/2025.

What is the reported total NVDA shares outstanding in the filing?

The Form 144 lists 24,400,000,000 shares outstanding.

Which broker is handling the proposed NVDA share sale?

The broker of record is Rockefeller Capital Management, San Francisco.

Did the filing indicate the sale was part of a gift or 10b5-1 trading plan?

No. The "Is this a Gift?" field is blank and no 10b5-1 plan date is provided.