NVIDIA Form 144: Seawell trust plans new US$8M share sale

Rhea-AI Filing Summary

NVIDIA Corp. (NVDA) – Form 144 filing dated 30 June 2025

An affiliated insider, identified as the Rosemary & A Brooke Seawell Revocable Trust, has filed notice of intent to sell 50,912 common shares of NVIDIA through Rockefeller Capital Management on or after 30 June 2025. The proposed sale carries an aggregate market value of approximately US$8.0 million. These shares were originally acquired on 12 Aug 2004 via stock-option exercise.

The filing also discloses that during the preceding three months the same trust completed six open-market transactions, divesting a combined 320,639 shares for total gross proceeds of roughly US$48 million. All sales were executed on Nasdaq between 20 June and 27 June 2025.

Relative to NVIDIA’s reported 24.4 billion shares outstanding, the proposed sale represents about 0.0002 % of total shares and is therefore immaterial to capital structure. However, successive insider disposals can influence sentiment, especially amid NVIDIA’s elevated valuation.

• No reference is made to a Rule 10b5-1 trading plan, although the form provides a placeholder for such disclosure.
• The signer attests to possessing no undisclosed material adverse information, as required by Rule 144.

Key take-away: The notice signals continued insider profit-taking but is unlikely to affect NVIDIA’s liquidity, earnings, or operating outlook.

Positive

• None.

Negative

• Continued insider selling: Planned divestiture of 50,912 shares follows 320,639 shares sold in prior 3 months, potentially signaling profit-taking and dampening sentiment.

Insights

Securities Analyst

TL;DR: Insider plans to sell 50.9k NVDA shares (~US$8 M) after already unloading 320.6k; tiny dilution, sentiment mildly negative.

The Seawell trust’s planned disposition adds to a recent US$48 M liquidation, suggesting ongoing profit-taking by a long-time holder. Yet the absolute share count is insignificant versus NVIDIA’s multibillion float, leaving EPS, free-float, and liquidity unchanged. Historical data show insider activity has not been a reliable predictor of near-term NVDA price moves. I view the filing as non-material from a valuation perspective, though headline-sensitive investors may perceive modest bearish sentiment.

Corporate Governance Expert

TL;DR: Repeated insider sales without clear 10b5-1 disclosure raise optics concerns but no governance red flags.

Director-linked trusts routinely use Rule 144 to monetize holdings. Absence of an explicit 10b5-1 plan reference means transactions could be discretionary, potentially heightening scrutiny if clustered around material news windows. Nonetheless, the signer’s certification satisfies Rule 144 and Section 16 obligations. From a governance lens, the filing is routine; risk arises only if sales coincide with undisclosed information, which the attestation denies.

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	50912	7999892.30	24400000000	06/30/2025	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			50912	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

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 proposed for sale in the Form 144?

50,912 common shares are slated for sale.

What is the estimated market value of the shares to be sold?

Approximately US$7.999 million based on the filing.

Who is the insider selling the NVDA shares?

The Rosemary & A Brooke Seawell Revocable Trust, associated with director A Brooke Seawell.

Which broker will handle the transaction?

Sales are to be executed through Rockefeller Capital Management.

How many NVDA shares has the trust already sold in the last three months?

The trust sold 320,639 shares between 20 Jun 2025 and 27 Jun 2025.

Does the filing mention a Rule 10b5-1 trading plan?

The form provides a section for it, but no specific 10b5-1 date is disclosed in this filing.