NVIDIA Board Member's $24M Stock Sale Tied to Estate Planning, Keeps Large Holdings

Rhea-AI Filing Summary

Nvidia (NVDA) Director A. Brooke Seawell reported significant insider sales executed through a pre-planned Rule 10b5-1 trading plan established on March 19, 2025. The transactions occurred over three consecutive days from June 20-24, 2025, with the following key details:

• Total shares sold: 165,430 shares across multiple transactions
• Price range: $142.42 to $147.87 per share
• Sales executed through Administrative Trust holdings
• Purpose: To meet estate tax obligations

Post-transaction holdings include:

• 8,588 shares held directly
• 1,834,570 shares in Administrative Trust
• 1,000,000 shares in Trust
• 2,000,000 shares in Survivor Trust

Notable is the prior transfer of 2,000,000 shares each from the Trust to Administrative Trust and Survivor Trust. All transactions were executed according to the predetermined trading plan, suggesting routine portfolio management rather than reactive selling.

Positive

• The insider sales were conducted through a pre-planned 10b5-1 trading plan established in March 2025, indicating compliance with regulatory requirements and reducing concerns about opportunistic selling
• The director maintains significant ownership with approximately 4.84M shares across various trusts after the transactions, showing continued alignment with shareholder interests

Negative

• Director A. Brooke Seawell sold a total of 165,430 shares over three days (June 20-24, 2025) at prices ranging from $142.72 to $147.87 per share
• The sales were reportedly made to meet estate tax obligations, suggesting potential personal financial needs rather than company-specific concerns
• The timing of multiple sales in a concentrated period could create temporary selling pressure on the stock

Insights

Insider Trading Analyst

A. Brooke Seawell's significant sale of 165,430 NVIDIA shares over a three-day period represents substantial insider selling activity, though the context is crucial to properly evaluate this transaction. The filing explicitly states these sales were executed under a pre-established Rule 10b5-1 trading plan adopted in March 2025 specifically to meet estate tax obligations, which significantly mitigates potential negative signals about the company's prospects.

Despite this sizable disposal, Seawell maintains substantial skin in the game with approximately 4.84 million shares held across various trusts. This represents a retention of roughly 96.7% of his holdings even after these sales, indicating continued confidence in NVIDIA's long-term trajectory. The transaction prices ranged from $142.42 to $147.87 per share, with the largest block (45,725 shares) sold on June 23rd at approximately $143.83.

It's noteworthy that this director appears to be engaging in estate planning activities, as evidenced by the trust transfers mentioned in the footnotes. The reorganization of 2 million shares between trusts, combined with sales specifically designated for tax obligations, suggests this is more about personal financial management than any statement on NVIDIA's valuation or prospects.

Corporate Governance Specialist

This Form 4 filing reveals important insights into director ownership structures at NVIDIA. A. Brooke Seawell, as a board member, maintains significant ownership alignment with shareholders through approximately 4.84 million shares held across multiple trust vehicles. This substantial ownership position (worth approximately $700 million at reported transaction prices) represents strong financial alignment with the company's performance.

The complexity of Seawell's ownership structure—spanning an Administrative Trust, primary Trust, and Survivor Trust—reflects sophisticated estate planning typical of long-tenured directors with substantial equity positions. The transfer of 2 million shares between trust entities without consideration, combined with sales specifically for estate tax purposes, indicates proactive succession and tax planning rather than reducing exposure to NVIDIA.

From a governance perspective, the utilization of a Rule 10b5-1 trading plan demonstrates proper compliance with insider trading regulations. This pre-planned approach, established over three months before execution, represents best practices for insider transactions. The transparent disclosure of specific transaction prices in ranges and weighted averages further enhances governance quality. Overall, this filing represents normal director portfolio management activities with no governance red flags.

Wealth Management Advisor

This filing provides a textbook example of high-net-worth estate planning strategies employed by corporate directors. A. Brooke Seawell's transactions demonstrate sophisticated wealth preservation techniques through the strategic use of multiple trust vehicles and planned liquidity events. The execution of sales specifically to meet estate tax obligations highlights the proactive approach wealthy individuals must take to address potential tax liabilities.

The director's trust structure is particularly instructive: utilizing an Administrative Trust, primary Trust, and Survivor Trust creates flexibility for different wealth transfer objectives. The movement of 2 million shares between these vehicles without consideration likely represents strategic asset repositioning for eventual beneficiary distributions. At NVIDIA's current valuation, these trust transfers involve assets worth approximately $290 million, indicating substantial estate planning activity.

For high-net-worth investors with concentrated positions, this filing demonstrates effective practices: 1) utilizing Rule 10b5-1 plans to create safe harbors for necessary sales, 2) maintaining substantial long-term holdings while addressing specific liquidity needs, and 3) implementing complex trust structures to facilitate wealth transfer. The relatively small percentage sold (approximately 3.3% of total holdings) while maintaining exposure to NVIDIA's future growth represents balanced portfolio management for wealthy executives with concentrated positions.

Semiconductor Industry Analyst

This insider transaction occurs at an interesting juncture for NVIDIA, which continues to dominate the AI semiconductor landscape. The reported selling prices between $142-148 per share reflect a modest pullback from NVIDIA's recent highs, though the stock remains up substantially on a year-over-year basis. Importantly, these transactions appear purely motivated by personal financial planning rather than any change in outlook for NVIDIA's business fundamentals.

Director Seawell's continued substantial ownership position (approximately 4.84 million shares worth ~$700 million) signals ongoing confidence in NVIDIA's strategic position within the semiconductor industry. As competitors like AMD, Intel, and various AI chip startups attempt to challenge NVIDIA's dominance, this director's willingness to maintain such significant exposure suggests confidence in NVIDIA's technological moat and market leadership.

The timing of these sales coincides with a period of increasing focus on NVIDIA's AI enterprise strategy and next-generation GPU architecture developments. With the company continuing to see strong demand for its AI solutions across cloud service providers and enterprise customers, the relatively modest sale volume relative to total holdings indicates no significant concerns about NVIDIA's competitive positioning or growth trajectory. This transaction appears neutral from an industry outlook perspective, reflecting personal financial management rather than any industry-specific concerns.

Tax Strategy Consultant

This Form 4 filing reveals sophisticated tax planning strategies employed by NVIDIA director A. Brooke Seawell. The explicit statement that sales were conducted to meet estate tax obligations is particularly notable and suggests proactive liquidity planning for potential estate tax liabilities. With current estate tax rates at 40% for assets above exemption thresholds, this strategic selling represents prudent tax management for a position worth approximately $700 million.

The intricate trust structure employed—utilizing three distinct trusts with different functions—exemplifies advanced wealth transfer planning. The Administrative Trust appears to function as the primary vehicle for ongoing transactions, while the transfers between trust entities without consideration likely represent strategic positioning of assets to optimize estate and gift tax treatments. This approach allows for potential discount valuation opportunities and facilitates eventual wealth transfer to beneficiaries.

The implementation of a Rule 10b5-1 plan specifically for tax obligations demonstrates thoughtful integration of securities compliance with tax planning. By establishing this plan well in advance (March 2025) and executing relatively small sales (approximately 3.3% of holdings) across multiple days and price points, the director has minimized market impact while creating necessary liquidity. This represents a balanced approach to addressing tax obligations while maintaining substantial equity participation—a model strategy for executives with concentrated positions facing significant tax liabilities.

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^*

SEAWELL A BROOKE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		S(1)		8,674	D	$143.2326(2)	1,991,326	I	By Administrative Trust(3)
Common Stock	06/20/2025		S(1)		17,844	D	$144.1641(4)	1,973,482	I	By Administrative Trust(3)
Common Stock	06/20/2025		S(1)		20,921	D	$145.3569(5)	1,952,561	I	By Administrative Trust(3)
Common Stock	06/20/2025		S(1)		7,843	D	$145.8638(6)	1,944,718	I	By Administrative Trust(3)
Common Stock	06/23/2025		S(1)		9,956	D	$142.9474(7)	1,934,762	I	By Administrative Trust(3)
Common Stock	06/23/2025		S(1)		45,725	D	$143.8318(8)	1,889,037	I	By Administrative Trust(3)
Common Stock	06/24/2025		S(1)		12,834	D	$146.2951(9)	1,876,203	I	By Administrative Trust(3)
Common Stock	06/24/2025		S(1)		40,781	D	$147.0417(10)	1,835,422	I	By Administrative Trust(3)
Common Stock	06/24/2025		S(1)		852	D	$147.7665(11)	1,834,570	I	By Administrative Trust(3)
Common Stock								8,588	D
Common Stock								1,000,000(12)	I	By Trust(13)
Common Stock								2,000,000	I	By Survivor Trust(14)

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, 2025 to meet estate tax obligations.

2. Represents weighted average sales price. The shares were sold at prices ranging from $142.720 to $143.715. 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. The shares are held by The Rosemary and A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee (the "Administrative Trust").

4. Represents weighted average sales price. The shares were sold at prices ranging from $143.720 to $144.700. 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 $144.720 to $145.710. 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 $145.720 to $146.070. 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.

7. Represents weighted average sales price. The shares were sold at prices ranging from $142.420 to $143.400. 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.

8. Represents weighted average sales price. The shares were sold at prices ranging from $143.410 to $144.290. 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.

9. Represents weighted average sales price. The shares were sold at prices ranging from $145.840 to $146.700. 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.

10. Represents weighted average sales price. The shares were sold at prices ranging from $146.705 to $147.660. 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.

11. Represents weighted average sales price. The shares were sold at prices ranging from $147.700 to $147.870. 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.

12. Excludes 2,000,000 shares transferred without consideration from the Trust to each of the Administrative Trust and the Survivor Trust.

13. The shares are held by The A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee (the "Trust").

14. The shares are held by The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee (the "Survivor Trust").

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for A. Brooke Seawell	06/24/2025
	** 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

How many NVDA shares did Director A. Brooke Seawell sell on June 24, 2025?

On June 24, 2025, Director A. Brooke Seawell sold a total of 54,467 shares in three transactions: 12,834 shares at an average price of $146.2951, 40,781 shares at $147.0417, and 852 shares at $147.7665.

What was the purpose of NVDA Director Seawell's stock sales in June 2025?

According to the filing, the reported transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Seawell on March 19, 2025, specifically to meet estate tax obligations.

How many NVDA shares does A. Brooke Seawell still own after the June 2025 transactions?

After the transactions, Seawell beneficially owns: 8,588 shares directly, 1,834,570 shares through the Administrative Trust, 1,000,000 shares through the Trust, and 2,000,000 shares through the Survivor Trust, totaling approximately 4,843,158 shares.

What was the price range of NVDA shares sold by Director Seawell between June 20-24, 2025?

The shares were sold at prices ranging from a low of approximately $142.42 to a high of $147.87 across multiple transactions over the three-day period, with weighted average prices varying for each block of shares sold.

How are A. Brooke Seawell's NVDA shares held across different trusts?

Seawell's shares are held across three trusts: The Rosemary and A. Brooke Seawell Revocable Trust (Administrative Trust), The A. Brooke Seawell Revocable Trust (Trust), and The Alexander Brooke Seawell Revocable Trust (Survivor Trust), where Seawell serves as trustee for all three.