NVIDIA (NASDAQ: NVDA) officer logs Rule 10b5-1 stock sales Form 4

Rhea-AI Filing Summary

NVIDIA Corporation’s Principal Accounting Officer, Donald F. Robertson Jr, reported several open-market sales of NVIDIA common stock on January 2, 2026. The transactions, all coded as sales, were made at weighted average prices reflecting ranges from about $188.290 to $192.890 per share.

The filing notes that these trades were executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 18, 2025, which is designed to allow insiders to sell shares according to a preset schedule. Following the reported sales, Robertson directly beneficially owns 346,860 shares of NVIDIA common stock.

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

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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).

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)
01/02/2026

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	01/02/2026		S(1)		23,189	D	$188.8476(2)	403,671	D
Common Stock	01/02/2026		S(1)		38,911	D	$189.7133(3)	364,760	D
Common Stock	01/02/2026		S(1)		7,800	D	$190.8573(4)	356,960	D
Common Stock	01/02/2026		S(1)		8,200	D	$191.7317(5)	348,760	D
Common Stock	01/02/2026		S(1)		1,900	D	$192.4916(6)	346,860	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 reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 18, 2025.

2. Represents weighted average sales price. The shares were sold at prices ranging from $188.290 to $189.280. 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. Represents weighted average sales price. The shares were sold at prices ranging from $189.290 to $190.250. 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.

4. Represents weighted average sales price. The shares were sold at prices ranging from $190.290 to $191.280. 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 $191.300 to $192.270. 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.

6. Represents weighted average sales price. The shares were sold at prices ranging from $192.320 to $192.890. 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.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Donald F. Robertson Jr.	01/06/2026
	** 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.

FAQ

What insider activity did NVIDIA (NVDA) report in this Form 4?

The Form 4 reports that Donald F. Robertson Jr, NVIDIA’s Principal Accounting Officer, executed several open-market sales of NVIDIA common stock on January 2, 2026, reducing but not eliminating his direct holdings.

How many NVIDIA (NVDA) shares does Donald F. Robertson Jr hold after the reported sales?

After the reported transactions, Donald F. Robertson Jr directly beneficially owns 346,860 shares of NVIDIA common stock, as shown in the filing’s ownership column.

At what prices were the NVIDIA (NVDA) shares sold in this insider transaction?

The filing states that the NVIDIA common shares were sold at weighted average prices, with individual trade prices ranging from $188.290 to $192.890 per share, as detailed in the footnotes.

Was the NVIDIA (NVDA) insider sale made under a Rule 10b5-1 trading plan?

Yes. A footnote explains that the reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by Donald F. Robertson Jr on September 18, 2025.

What is the role of Donald F. Robertson Jr at NVIDIA (NVDA)?

According to the report, Donald F. Robertson Jr is an officer of NVIDIA Corporation serving as the company’s Principal Accounting Officer, and the Form 4 is filed by one reporting person.

Does the NVIDIA (NVDA) Form 4 provide detailed pricing for each insider trade?

The filing provides weighted average sale prices for each transaction line and notes that Robertson will furnish, upon request, full information on the number of shares sold at each individual price within the stated ranges.