Harvey C. Jones exits 250K NVDA shares; trust retains 7.18M stake

Rhea-AI Filing Summary

Harvey C. Jones, a director of NVIDIA Corporation (NVDA), sold shares on 09/18/2025. The Form 4 reports a disposition of 250,000 shares of NVIDIA common stock at a weighted average sales price of $176.2148 per share (sales ranged from $176.145 to $176.380). After the reported transaction, the filing shows the Reporting Person beneficially owns 7,183,280 shares indirectly through the H.C. Jones Living Trust and 70,407 shares directly. The Reporting Person is trustee of the H.C. Jones Living Trust. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive

• None.

Negative

• Director sale of 250,000 NVDA shares on 09/18/2025 at a weighted average price of $176.2148, reducing the Reporting Person's holdings.
• Open-market sale disclosed (prices ranged $176.145 to $176.380), indicating liquidity-taking by an insider.

Insights

Securities Analyst

TL;DR: Director sale of 250,000 NVDA shares at ~$176.21 reduces direct holdings; large indirect stake remains.

The filing documents a single open-market disposition by Director Harvey C. Jones of 250,000 NVIDIA shares on 09/18/2025 at a reported weighted average price of $176.2148. Post-transaction holdings include 7,183,280 shares held indirectly via the H.C. Jones Living Trust and 70,407 shares held directly. This is a routine Section 16 disclosure of insider trading activity; the remaining indirect position is substantial in absolute terms.

Corporate Governance Expert

TL;DR: Insider sale disclosed properly; trust ownership and trustee role are explicitly stated.

The Form 4 indicates compliance with Section 16 reporting: the Reporting Person is identified as a director and trustee of the H.C. Jones Living Trust, and the sale is disclosed with price range details. The filing includes an offer to provide per-price allocation on request, which is standard when weighted-average pricing is reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JONES HARVEY C

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CA 95051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2025		S		250,000	D	$176.2148(1)	7,183,280	I	H.C. Jones Living Trust(2)
Common Stock								70,407	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents weighted average sales price. The shares were sold at prices ranging from $176.145 to $176.380. The Reporting Person will provide upon request, to the Securities and Exchange Commission, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

2. Shares are held by H.C. Jones Living Trust, of which the Reporting Person is the trustee.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Harvey C. Jones	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Harvey C. Jones report on Form 4 for NVDA?

He reported a sale of 250,000 shares of NVIDIA common stock on 09/18/2025 at a weighted average price of $176.2148.

How many NVIDIA shares does the Form 4 show Harvey C. Jones beneficially owns after the sale?

7,183,280 shares indirectly through the H.C. Jones Living Trust and 70,407 shares directly following the reported transaction.

What price range were the NVDA shares sold at in this filing?

Sales ranged from $176.145 to $176.380; the filing reports a weighted average sales price of $176.2148.

Who signed the Form 4 for Harvey C. Jones?

/s/ Rebecca Peters, Attorney-in-Fact for Harvey C. Jones signed the form on 09/22/2025.

Does the filing state the Reporting Person's relationship to NVIDIA?

Yes; the Reporting Person is listed as a Director and as trustee of the H.C. Jones Living Trust.