[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

NVIDIA Corporation (NVDA) – Form 4 insider transaction

Director A. Brooke Seawell reported a series of programmed sales executed between 25-27 June 2025 under a Rule 10b5-1 trading plan adopted on 19 March 2025 to meet estate-tax obligations. The transactions were carried out through The Rosemary & A. Brooke Seawell Revocable Trust.

• Total shares sold: 155,209 common shares
• Price range: weighted-average sale prices from $149.97 to $158.43 per share
• Gross proceeds: ≈ $23–24 million (derived from disclosed share counts and prices)

Following the sales, Seawell continues to hold substantial equity:

• 1,679,361 shares in the Administrative Trust (directly affected by the sales)
• 1,000,000 shares in a separate Revocable Trust
• 2,000,000 shares in a Survivor Trust

The filings indicate no derivative transactions and no change in Seawell’s board status. Because the sales were executed under a pre-arranged plan and beneficial ownership remains above 4.6 million shares, the transactions appear to be liquidity-driven rather than signaling a strategic reduction of exposure. Nevertheless, the magnitude of the sale (≈ 3 % of reported holdings) may draw short-term attention from investors who monitor insider sentiment.

Positive

• Programmed 10b5-1 plan reduces the likelihood of information-based trading and supports good governance practices.
• Director retains over 4.6 million shares, maintaining strong alignment with shareholder interests.

Negative

• Sale of 155,209 shares (~$24 M) could be interpreted by some investors as diminished confidence.
• Concentrated three-day selling window may exert modest near-term technical pressure on NVDA stock.

Insights

Securities Analyst

TL;DR: Director sold ~155k NVDA shares via 10b5-1 plan; retains >4.6 M shares—neutral signal overall.

The reported trades represent roughly 3 % of Seawell’s disclosed beneficial stake. Execution under a 10b5-1 plan limits information-content because the timing was pre-set and is linked to estate-tax needs, not operational views. Post-sale ownership remains material, aligning the director’s incentives with shareholders. From a valuation standpoint, proceeds of ≈ $24 million are immaterial to NVIDIA’s market capitalisation and do not affect the company’s fundamentals. Consequently, the filing is best viewed as routine insider liquidity rather than an indicator of deteriorating corporate outlook.

Corporate Governance & Risk Analyst

TL;DR: Large but explained insider sale; minimal governance concern yet may weigh on sentiment short term.

Volume-weighted prices clustered near $150–158, suggesting orderly execution that avoided market disruption. The continued holding of multiple trusts mitigates governance risk by keeping significant director skin-in-the-game. However, insider sales—irrespective of motive—often correlate with short-term sentiment pull-backs, especially in momentum-driven names like NVDA. Investors should monitor for additional insider activity that might indicate a broader trend.

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^*

SEAWELL A BROOKE

(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)
06/25/2025

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	06/25/2025		S(1)		6,892	D	$149.9687(2)	1,827,678	I	By Administrative Trust(3)
Common Stock	06/25/2025		S(1)		10,967	D	$151.1583(4)	1,816,711	I	By Administrative Trust(3)
Common Stock	06/25/2025		S(1)		28,055	D	$151.8864(5)	1,788,656	I	By Administrative Trust(3)
Common Stock	06/25/2025		S(1)		6,860	D	$152.6868(6)	1,781,796	I	By Administrative Trust(3)
Common Stock	06/26/2025		S(1)		13,561	D	$154.6887(7)	1,768,235	I	By Administrative Trust(3)
Common Stock	06/26/2025		S(1)		27,941	D	$155.5779(8)	1,740,294	I	By Administrative Trust(3)
Common Stock	06/26/2025		S(1)		9,953	D	$156.2489(9)	1,730,341	I	By Administrative Trust(3)
Common Stock	06/27/2025		S(1)		14,355	D	$155.9728(10)	1,715,986	I	By Administrative Trust(3)
Common Stock	06/27/2025		S(1)		18,411	D	$156.7448(11)	1,697,575	I	By Administrative Trust(3)
Common Stock	06/27/2025		S(1)		13,013	D	$157.6161(12)	1,684,562	I	By Administrative Trust(3)
Common Stock	06/27/2025		S(1)		5,201	D	$158.428(13)	1,679,361	I	By Administrative Trust(3)
Common Stock								8,588	D
Common Stock								1,000,000	I	By Trust(14)
Common Stock								2,000,000	I	By Survivor Trust(15)

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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 19, 2025 to meet estate tax obligations.

2. Represents weighted average sales price. The shares were sold at prices ranging from $149.520 to $150.480. The Reporting Person will provide upon request, to the Securities and Exchange Commission (the "SEC"), the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. The shares are held by The Rosemary and A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

4. Represents weighted average sales price. The shares were sold at prices ranging from $150.500 to $151.490. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Represents weighted average sales price. The shares were sold at prices ranging from $151.510 to $152.490. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Represents weighted average sales price. The shares were sold at prices ranging from $152.495 to $152.980. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. Represents weighted average sales price. The shares were sold at prices ranging from $154.050 to $155.000. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. Represents weighted average sales price. The shares were sold at prices ranging from $155.040 to $156.000. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. Represents weighted average sales price. The shares were sold at prices ranging from $156.010 to $156.680. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

10. Represents weighted average sales price. The shares were sold at prices ranging from $155.280 to $156.270. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

11. Represents weighted average sales price. The shares were sold at prices ranging from $156.280 to $157.270. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

12. Represents weighted average sales price. The shares were sold at prices ranging from $157.275 to $158.260. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

13. Represents weighted average sales price. The shares were sold at prices ranging from $158.275 to $158.700. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

14. The shares are held by The A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

15. The shares are held by The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for A. Brooke Seawell	06/27/2025
	** 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 A. Brooke Seawell sell in June 2025?

The Form 4 discloses the sale of 155,209 common shares between 25-27 June 2025.

What was the price range for the insider sales reported by NVDA?

Weighted-average prices ranged from $149.97 to $158.43 per share.

Does the director still hold a significant NVDA stake after the sale?

Yes. Seawell still beneficially owns approximately 4.679 million NVDA shares across several trusts.

Were the NVDA insider sales part of a 10b5-1 trading plan?

Yes. The filing states the transactions were executed under a Rule 10b5-1 plan adopted on 19 March 2025.

Why were the NVDA shares sold, according to the Form 4?

The sales were undertaken to meet estate-tax obligations, as noted in the explanation of responses.

Were any derivative securities involved in this filing?

No. Table II shows zero derivative transactions for the reporting period.