Stephen C. Neal reports trust transfers; retains 171,410 NVDA shares

Rhea-AI Filing Summary

Stephen C. Neal, an NVIDIA director, reported transfers of NVIDIA common stock dated 08/29/2025 that were gifts without consideration. The Form 4 shows a deemed transaction code G disposing of 1,700 shares at $0, described as gifts. After these transfers the reporting person beneficially owns 171,410 shares in the aggregate, held indirectly as trustee across three revocable trusts: the Neal/Rhyu Revocable Trust dated 5/2/2017, the 2013 Stephen C. Neal Revocable Trust and the 2013 Michelle S. Rhyu Revocable Trust. The filing clarifies 11,428 shares moved from the Trust to the Neal Revocable Trust and 7,142 shares moved from the Trust to the Rhyu Revocable Trust. The Form is signed by an attorney-in-fact on 09/03/2025.

Positive

• Reporting person retains substantial beneficial ownership of 171,410 shares following the transactions
• Transactions are documented as gifts and internal trust transfers, indicating no cash sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director reported inter-family trust transfers and small gifts; beneficial ownership remains large and indirect.

The disclosure documents non-sale transfers executed as gifts and internal trust reallocations, not open-market dispositions. Such transfers are commonly estate-planning actions and do not indicate a change in economic exposure via sale for cash. Reporting as trustee and the use of multiple revocable trusts explains the indirect ownership structure and why beneficial ownership totals 171,410 shares after the transactions. For governance review, the important facts are the gift designation and the confirmation of trustee roles, which preserves transparency about control and beneficial interests.

Securities Analyst

TL;DR: Transfers were gifts of 1,700 shares and internal trust reallocations; no proceeds were received and no market impact is evident.

The Form 4 identifies a Code G disposal of 1,700 shares at $0 and documents movements of 11,428 and 7,142 shares among named revocable trusts. Because these are non-cash transfers and the reporter remains a trustee with aggregate beneficial ownership of 171,410 shares, there is no explicit reduction in economic stake from a sale. From a market perspective, these transactions are non-market transfers and are unlikely to be material to NVDA share supply or price.

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
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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^*

Neal Stephen C

(Last) (First) (Middle)

C/O 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)
08/29/2025

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	08/29/2025		G		1,700	D	$0(1)	171,410(2)(3)	I	The Neal/Rhyu Revocable Trust dated 5/2/2017(4)
Common Stock								30,428(2)	I	2013 Stephen C. Neal Revocable Trust(5)
Common Stock								7,142(3)	I	2013 Michelle S. Rhyu Revocable Trust(6)
Common Stock								3,887	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. Gift without consideration.

2. Reflects 11,428 shares transferred without consideration from the Neal/Rhyu Revocable Trust dated 5/2/2017 (the "Trust"), of which the Reporting Person is trustee, to the 2013 Stephen C. Neal Revocable Trust (the "Neal Revocable Trust"), of which the Reporting Person is trustee.

3. Reflects 7,142 shares transferred without consideration from the Trust to the 2013 Michelle S. Rhyu Revocable Trust (the "Rhyu Revocable Trust").

4. Shares held by the Trust.

5. Shares held by the Neal Revocable Trust.

6. Shares held by the Rhyu Revocable Trust.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Stephen C. Neal	09/03/2025
	** 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 did Stephen C. Neal report on the NVDA Form 4?

The Form 4 reports gift transfers dated 08/29/2025, including a Code G disposal of 1,700 shares at $0, and reallocations among revocable trusts.

How many NVDA shares does the reporting person beneficially own after the transactions?

The reporting person beneficially owns 171,410 shares in the aggregate following the reported transactions.

Were the transfers sales or gifts according to the filing?

The filing states the transfers were gifts without consideration, not sales for cash.

Which trusts hold the shares reported on the Form 4?

Shares are held indirectly through the Neal/Rhyu Revocable Trust dated 5/2/2017, the 2013 Stephen C. Neal Revocable Trust, and the 2013 Michelle S. Rhyu Revocable Trust.

Who signed the Form 4 filing for Stephen C. Neal?

The Form 4 is signed by Rebecca Peters, Attorney-in-Fact for Stephen C. Neal on 09/03/2025.