NVIDIA director reports 500,000-share stock gift

A trust for which NVIDIA director Tench Coxe serves as trustee reported a bona fide gift of 500,000 shares of NVIDIA common stock on July 1, 2026.

Rhea-AI Filing Summary

A trust for which NVIDIA director Tench Coxe serves as trustee reported a bona fide gift of 500,000 shares of NVIDIA common stock on July 1, 2026. The gift was made without consideration, so no sale proceeds were involved.

The gift came from shares held by the trust, which still holds 25,171,360 shares after the transfer. Separately, Coxe is credited with 4,852,480 shares held through a profit sharing plan and 57,378 shares held directly. The transaction was effected under a Rule 10b5-1 trading plan adopted on March 19, 2026, indicating it was pre-planned.

Insider Trade Summary 10b5-1

500,000 shares gifted

Gift 3 txns

Insider COXE TENCH

Role Director

Type	Security	Shares	Price	Value
Gift	Common	500,000	$0.00	$0.00
holding	Common	--	--	--
holding	Common	--	--	--

Holdings After Transaction: Common — 25,171,360 shares (Indirect, By Trust); Common — 57,378 shares (Direct); Common — 4,852,480 shares (Indirect, By Profit Sharing Plan Trust)

Footnotes (4)

1. F1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 19, 2026.
2. F2. Gift without consideration.
3. F3. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.
4. F4. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the Reporting Person.

Key Figures

Shares gifted: 500,000 shares Trust holdings after transaction: 25,171,360 shares Profit sharing plan holdings: 4,852,480 shares +4 more

7 metrics

Shares gifted 500,000 shares Bona fide gift of NVIDIA common stock on July 1, 2026

Trust holdings after transaction 25,171,360 shares Shares of NVIDIA common stock held by trust after gift

Profit sharing plan holdings 4,852,480 shares NVIDIA shares held by SHV Profit Sharing Plan for Coxe’s benefit

Direct share holdings 57,378 shares NVIDIA common shares held directly by Tench Coxe

Gift transaction price $0.00 per share Reported price per share for bona fide gift transaction

Transaction date July 1, 2026 Date of reported gift and holdings entries

10b5-1 plan adoption date March 19, 2026 Date the Rule 10b5-1 trading plan was adopted

Key Terms

Rule 10b5-1 trading plan, bona fide gift, Profit Sharing Plan Trust, beneficial ownership

4 terms

Rule 10b5-1 trading plan regulatory

"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 19, 2026."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

bona fide gift financial

"transaction_code_description: Bona fide gift, with a reported price of 0.0000 per share."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Profit Sharing Plan Trust financial

"Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the Reporting Person."

beneficial ownership regulatory

"The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What did NVIDIA (NVDA) director Tench Coxe report in this Form 4?

NVIDIA director Tench Coxe reported a bona fide gift of 500,000 shares of NVIDIA common stock. The shares were transferred without consideration from a trust where he serves as trustee, under a pre-planned Rule 10b5-1 trading arrangement.

How many NVIDIA (NVDA) shares were gifted and from what account?

The filing reports a gift of 500,000 NVIDIA common shares. The shares came from a trust that holds stock for the benefit of parties associated with Coxe, with Coxe acting as trustee and disclaiming beneficial ownership except for his pecuniary interest.

Does Tench Coxe still have significant NVIDIA (NVDA) holdings after the gift?

Yes, substantial holdings remain. The trust still holds 25,171,360 NVIDIA shares after the gift, a profit sharing plan holds 4,852,480 shares for his benefit, and he directly holds 57,378 shares, according to the reported post-transaction balances.

Was the NVIDIA (NVDA) share gift by Tench Coxe a market sale?

No, it was reported as a bona fide gift without consideration, not a market sale. This means the shares were transferred without payment, so there was no sale price or sale proceeds involved in this transaction.

Was the NVIDIA (NVDA) share transfer made under a Rule 10b5-1 plan?

Yes. A footnote states the reported transaction was effected under a Rule 10b5-1 trading plan adopted on March 19, 2026. Such plans pre-schedule transactions, indicating the timing was set in advance rather than decided spontaneously.

How are Tench Coxe’s indirect NVIDIA (NVDA) holdings structured?

Indirect holdings include shares in a trust and a profit sharing plan. The trust holds 25,171,360 shares, and SHV Profit Sharing Plan, a retirement trust, holds 4,852,480 shares for his benefit, in addition to his directly held 57,378 shares.

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

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Accepted by SEC EDGAR 07/06/2026 - 05:01 PM EDT Learn about SEC filing dates

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^*

COXE TENCH

(Last) (First) (Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO CALIFORNIA 94304-1005

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		G(1)		500,000	D	$0(2)	25,171,360	I	By Trust(3)
Common								57,378	D
Common								4,852,480	I	By Profit Sharing Plan Trust(4)

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, 2026.

2. Gift without consideration.

3. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.

4. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the Reporting Person.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Tench Coxe	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)