NVIDIA (NVDA) Principal Accounting Officer granted 59,509 RSUs in new awards

Rhea-AI Filing Summary

GAWEL SCOTT reported acquisition or exercise transactions in this Form 4 filing.

NVIDIA CORP Principal Accounting Officer Scott Gawel reported awards of restricted stock units (RSUs) covering a total of 59,509 shares of common stock on June 8, 2026. These are stock-based compensation grants received for no cash consideration, not open-market purchases or sales.

One award for 13,866 RSUs vests 10% on September 16, 2026, then every three months for three quarters, followed by 7.5%, 5%, and 2.5% quarterly tranches so that it is fully vested around the four-year anniversary of grant. A second award for 45,643 RSUs vests 6.25% every three months starting on September 16, 2026, also fully vesting over about four years. After these awards, Gawel reports direct ownership positions including 59,509 and 45,643 shares tied to these grants.

Insights

Equity Compensation Analyst

Routine multi-year RSU grants increase equity-based pay without signaling trading views.

The filings show Scott Gawel, Principal Accounting Officer of NVIDIA CORP, receiving two large RSU awards totaling 59,509 shares of common stock. Both are coded as A (grant, award, or other acquisition) at a price of $0.00 per share, indicating compensation rather than market purchases.

The footnotes describe four-year vesting schedules starting on September 16, 2026, with quarterly vesting percentages. Because these are time-based RSUs and not open-market buys or sales, they generally carry weak signaling value about short-term stock expectations and instead highlight NVIDIA’s use of equity to retain senior finance leadership.

Subsequent company filings will indicate when portions of these RSUs vest and whether any resulting shares are later withheld for taxes or sold in the market. Those future transactions, if any, would provide more direct information on Gawel’s realized equity exposure and liquidity decisions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider GAWEL SCOTT

Role Principal Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45,643	$0.00	--
Grant/Award	Common Stock	13,866	$0.00	--

Holdings After Transaction: Common Stock — 45,643 shares (Direct, null)

Footnotes (1)

1. The restricted stock units ("RSUs") shall vest as to 10% of the shares on September 16, 2026 and every three months thereafter for three quarters, as to 7.5% of the shares every three months thereafter for four quarters, as to 5% of the shares every three months thereafter for four quarters, and as to 2.5% of the shares every three months thereafter for four quarters, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant. The shares represent RSUs that were received as an award, for no consideration. The RSUs shall vest as to 6.25% of the shares on September 16, 2026 and 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.

Key Figures

First RSU grant size: 13,866 shares Second RSU grant size: 45,643 shares Total RSU shares granted: 59,509 shares +4 more

7 metrics

First RSU grant size 13,866 shares Common Stock RSUs granted June 8, 2026

Second RSU grant size 45,643 shares Common Stock RSUs granted June 8, 2026

Total RSU shares granted 59,509 shares Sum of two RSU awards reported in this Form 4

Grant price per share $0.00 per share RSUs received as awards for no consideration

Initial vest date (both awards) September 16, 2026 First vesting date for each RSU schedule

Post-grant holdings (first line) 59,509 shares Total shares following first RSU award transaction

Post-grant holdings (second line) 45,643 shares Total shares following second RSU award transaction

Key Terms

restricted stock units ("RSUs"), Principal Accounting Officer, Grant, award, or other acquisition, for no consideration, +1 more

5 terms

restricted stock units ("RSUs") financial

"The restricted stock units ("RSUs") shall vest as to 10% of the shares on September 16, 2026"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Principal Accounting Officer financial

"officer_title": "Principal Accounting Officer""

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

for no consideration financial

"The shares represent RSUs that were received as an award, for no consideration."

vest financial

"The RSUs shall vest as to 6.25% of the shares on September 16, 2026"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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Form 4 Insider Transactions: What Each Field Means →

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^*

GAWEL SCOTT

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CALIFORNIA 95051

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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

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

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

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	06/08/2026		A		45,643(1)	A	$0(2)	45,643	D
Common Stock	06/08/2026		A		13,866(3)	A	$0(2)	59,509	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. The restricted stock units ("RSUs") shall vest as to 10% of the shares on September 16, 2026 and every three months thereafter for three quarters, as to 7.5% of the shares every three months thereafter for four quarters, as to 5% of the shares every three months thereafter for four quarters, and as to 2.5% of the shares every three months thereafter for four quarters, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.

2. The shares represent RSUs that were received as an award, for no consideration.

3. The RSUs shall vest as to 6.25% of the shares on September 16, 2026 and 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Scott Gawel	06/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did NVIDIA (NVDA) Principal Accounting Officer Scott Gawel report in this Form 4?

Scott Gawel reported receiving two restricted stock unit (RSU) awards totaling 59,509 shares of NVIDIA common stock. These grants are equity compensation awards at no cash cost, not open-market stock purchases or sales, and will vest gradually over approximately four years.

How many NVIDIA (NVDA) RSUs were granted to Scott Gawel in this filing?

The filing shows grants of 13,866 RSUs and 45,643 RSUs, for a combined 59,509 NVIDIA common shares. Each award has its own quarterly vesting schedule, with all units scheduled to fully vest around the four-year anniversary of the June 8, 2026 grant date.

At what price were the NVIDIA (NVDA) RSUs granted to Scott Gawel?

Both RSU awards to Scott Gawel were granted at a price of $0.00 per share. The footnotes clarify these RSUs were received as awards for no consideration, meaning they are stock-based compensation rather than shares purchased in the open market.

What is the vesting schedule for Scott Gawel’s 13,866 NVIDIA (NVDA) RSUs?

The 13,866 RSUs vest 10% on September 16, 2026 and every three months thereafter for three quarters. They then vest 7.5%, 5%, and 2.5% in quarterly stages over additional quarters, fully vesting around the four-year anniversary of the grant date.

How do the 45,643 NVIDIA (NVDA) RSUs granted to Scott Gawel vest over time?

The 45,643 RSUs vest 6.25% on September 16, 2026 and 6.25% every three months thereafter. This quarterly schedule continues until the entire award is vested, which the footnote states occurs around the four-year anniversary of the June 8, 2026 grant.

Does this NVIDIA (NVDA) Form 4 show Scott Gawel buying or selling shares in the market?

No, the Form 4 shows RSU awards coded as “A” for grant or award acquisition at $0.00 per share. These are compensation-related equity grants, not open-market purchases or sales, so they primarily reflect NVIDIA’s long-term incentive structure for its Principal Accounting Officer.