NVIDIA Accounting Chief Reduces Stake Following Recent Stock Rally

Rhea-AI Filing Summary

Nvidia Principal Accounting Officer Donald F. Robertson Jr. reported two significant transactions in June 2025:

• On June 18, 2025, 7,303 shares were withheld by Nvidia at $144.12 per share for tax purposes related to the vesting of previously reported restricted stock units (RSUs). This included 6,217 newly vested RSU shares.
• On June 20, 2025, Robertson sold 4,500 shares at a weighted average price of $143.66 (range: $143.28-$143.93) through a pre-established Rule 10b5-1 trading plan from October 2023.

Following these transactions, Robertson's direct ownership decreased to 467,625 shares. The sales were executed under a systematic trading plan, suggesting pre-planned portfolio management rather than reactive trading. The Form 4 was filed through an attorney-in-fact on June 23, 2025.

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).

X

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^*

Robertson Donald F Jr

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		F		7,303(1)	D	$144.12	472,125(2)	D
Common Stock	06/20/2025		S(3)		4,500	D	$143.6598(4)	467,625	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 shares withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.

2. Includes 6,217 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 6, 2023.

4. Represents weighted average sales price. The shares were sold at prices ranging from $143.28 to $143.93. 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.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Donald F. Robertson Jr.	06/23/2025
	** 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

How many NVDA shares did Donald Robertson sell on June 20, 2025?

Donald Robertson, NVIDIA's Principal Accounting Officer, sold 4,500 shares of NVDA common stock on June 20, 2025, at a weighted average price of $143.6598 per share. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on October 6, 2023.

What was the purpose of NVDA's share withholding on June 18, 2025?

On June 18, 2025, NVIDIA withheld 7,303 shares from Donald Robertson to satisfy tax obligations related to the vesting of his previously reported restricted stock units (RSUs). The shares were withheld at a price of $144.12 per share.

How many NVDA shares does Donald Robertson own after these transactions?

Following the reported transactions, Donald Robertson directly owns 467,625 shares of NVIDIA (NVDA) common stock. This amount reflects both the tax-related withholding of 7,303 shares and the sale of 4,500 shares.

Was NVDA insider Donald Robertson's stock sale pre-planned?

Yes, Donald Robertson's sale of 4,500 NVDA shares on June 20, 2025, was pre-planned through a Rule 10b5-1 trading plan that he adopted on October 6, 2023. Such plans are commonly used by insiders to avoid accusations of trading on material non-public information.

What is Donald Robertson's role at NVDA?

Donald Robertson serves as Principal Accounting Officer at NVIDIA Corporation (NVDA), as indicated in the Form 4 filing under the relationship of reporting person to issuer section.