NVIDIA officer has 2,932 shares withheld for tax

NVIDIA’s principal accounting officer reported RSU-related tax withholding, with direct holdings now at 56,577 NVDA shares.

Available on EDGAR 09/18/2026 - 05:16 PM EDT Accepted by SEC EDGAR 09/18/2026 - 05:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

NVIDIA CORP (NVDA) reported that Principal Accounting Officer Scott Gawel had 2,932 shares of common stock withheld on September 16, 2026 to pay tax liabilities arising from the vesting of previously reported restricted stock units. Following this tax-withholding disposition, he holds 56,577 shares of NVIDIA common stock directly, including 2,498 shares issued upon the latest RSU vesting.

Insider Trade Summary

Tax Withholding: 2,932 shares

Tax Withholding 1 txn

Insider GAWEL SCOTT

Role Principal Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	2,932	$212.17	$622K

Holdings After Transaction: Common Stock — 56,577 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes 2,498 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

Key Figures

Shares withheld for taxes: 2,932 shares Per-share value for withholding: $212.17 per share Shares held after transaction: 56,577 shares +1 more

4 metrics

Shares withheld for taxes 2,932 shares Common stock withheld September 16, 2026 to satisfy tax liability on RSU vesting

Per-share value for withholding $212.17 per share Value applied to the 2,932 withheld shares on September 16, 2026

Shares held after transaction 56,577 shares Direct holdings of NVIDIA common stock following the tax-withholding disposition

Shares from RSU vesting 2,498 shares Shares issued upon vesting of restricted stock units included in post-transaction holdings

Key Terms

restricted stock units, withheld by the Issuer, tax liability

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units previously reported"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withheld by the Issuer financial

"Represents shares withheld by the Issuer to satisfy taxes due"

tax liability financial

"to satisfy taxes due by the Reporting Person in connection with the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did NVDA’s principal accounting officer report on this Form 4?

He reported a tax-withholding disposition of 2,932 shares of NVIDIA common stock on September 16, 2026, used to satisfy taxes due in connection with the vesting of restricted stock units previously reported.

Was the NVDA insider transaction a market sale or tax withholding?

The filing states it was a payment of tax liability by delivering or withholding securities, meaning the 2,932 shares were withheld by NVIDIA to cover taxes, rather than sold in an open market transaction.

At what price were the withheld NVDA shares valued in this Form 4?

The 2,932 withheld shares were valued at $212.17 per share for purposes of the Form 4 entry, in connection with the tax-withholding transaction on September 16, 2026.

How many NVDA shares does Scott Gawel own after this reported transaction?

After the tax-withholding disposition, Scott Gawel directly holds 56,577 shares of NVIDIA common stock. This total includes 2,498 shares issued upon the vesting of restricted stock units referenced in the filing.

Does this NVDA Form 4 indicate a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan, and the footnotes describe the shares as withheld to satisfy taxes on RSU vesting, with no mention of a pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
09/16/2026

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	09/16/2026		F		2,932(1)	D	$212.17	56,577(2)	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 2,498 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Scott Gawel	09/18/2026
	** 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)