Nvidia (NVDA) Form 144: Brokered Sale of 3M Class A Shares on Nasdaq

Rhea-AI Filing Summary

Form 144 notice for NVDA documents a proposed sale of 3,000,000 Class A shares through Merrill Lynch on Nasdaq with an aggregate market value of $532,500,000 and reports 24,300,000,000 shares outstanding. The filing shows these shares were originally acquired on 12/06/2006 in a private placement from the issuer and were paid for in cash. The filer also reported a prior sale in the past three months: 608,248 Class A shares sold on 06/18/2025 by 3rd Millennium Trust for $88,400,000. The notice includes the required representation that the seller is not aware of undisclosed material adverse information about the issuer.

Positive

• Planned sale size disclosed: 3,000,000 Class A shares with an aggregate market value of $532,500,000
• Broker identified: Merrill Lynch, including full address, supporting orderly execution on Nasdaq
• Long-held position: Shares were acquired in a private placement on 12/06/2006 and paid for in cash
• Recent liquidity event: 608,248 shares sold on 06/18/2025 generating $88,400,000

Negative

• None.

Insights

Securities Analyst

TL;DR: A substantial $532.5M block of NVDA Class A shares is scheduled for sale, following a recent $88.4M disposition.

The filing records a proposed sale of 3,000,000 Class A shares via Merrill Lynch on Nasdaq, valued at $532,500,000. The shares were acquired in a private placement in 2006 and paid for in cash, indicating a long-held position being monetized. A related sale of 608,248 shares on 06/18/2025 generated $88,400,000, showing recent liquidity events by the holder. For investors, the size of the announced block is noteworthy because large insider or affiliate sales can increase available float and may affect near-term trading liquidity; however, the filing does not disclose intent beyond the sale notice.

Compliance Officer

TL;DR: Form 144 appears complete for Rule 144 reporting; it includes acquisition, sale details, broker and representation statements.

The notice contains required Rule 144 elements: class of securities, broker name and address, number of shares to be sold, aggregate market value, approximate sale date, acquisition date and nature (private placement), payment method (cash), and prior sales within three months. The filer signed the usual representation regarding material undisclosed information. The filing does not include any additional disclosures or trading-plan dates. From a compliance perspective, the document meets the core disclosure elements shown here.

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
Class A	Merrill Lynch 555 California St Suite 1800 San Francisco CA 94104	3000000	532500000.00	24300000000	09/11/2025	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 *
Class A	12/06/2006	Private Placement	Issuer			3000000	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 870 Santa Cruz Ave Suite 202 Menlo Park CA 94025	Class A	06/18/2025	608248	88400000.00

144: Remarks and Signature

Remarks

Date of Notice

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

What does the NVDA Form 144 disclose about the planned sale?

The filing discloses a proposed sale of 3,000,000 Class A shares via Merrill Lynch on Nasdaq with an aggregate market value of $532,500,000 and an approximate sale date of 09/11/2025.

When and how were the shares being sold acquired according to the filing?

The shares were acquired on 12/06/2006 in a private placement from the issuer and the filing states payment was made in cash.

Does the filing report any recent sales by the seller?

Yes. The filing reports that 608,248 Class A shares were sold on 06/18/2025 by 3rd Millennium Trust for $88,400,000.

Which broker is handling the proposed sale listed in the Form 144?

The broker named in the filing is Merrill Lynch with the address 555 California St Suite 1800 San Francisco CA 94104.

Does the Form 144 include the seller's representation about material non-public information?

Yes. The notice includes the standard representation that the person for whose account the securities are to be sold does not know any material adverse information about the issuer that has not been publicly disclosed.