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NVIDIA (NASDAQ: NVDA) director trusts sell 1M shares and gift 307.5K

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

NVIDIA director Mark A. Stevens–related trusts reported selling a total of 1,000,000 shares of NVIDIA common stock in open-market transactions on June 2 and June 4, 2026, at weighted average prices of approximately $222.38, $220.37 and $217.66 per share. A trust also made a bona fide gift of 307,500 shares without consideration.

After these transactions, filings show 11,543,401 shares held directly by Mr. Stevens, 6,092,271 shares held indirectly by the Third Millennium Trust, and 15,017,750 shares held indirectly by the Envy Trust.

Positive

  • None.

Negative

  • None.
Insider STEVENS MARK A
Role null
Sold 1,000,000 shs ($221.10M)
Type Security Shares Price Value
Sale Common Stock 100,000 $217.655 $21.77M
Sale Common Stock 400,000 $220.371 $88.15M
Gift Common Stock 307,500 $0.00 --
Sale Common Stock 500,000 $222.3774 $111.19M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 6,799,771 shares (Indirect, By Trust); Common Stock — 11,543,401 shares (Direct, null)
Footnotes (1)
  1. Represents weighted average sales price. The shares were sold at prices ranging from $222.000 to $222.890. 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. Held by the Third Millennium Trust, of which the Reporting Person and his wife are co-trustees. Represents weighted average sales price. The shares were sold at prices ranging from $217.500 to $217.820. 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. Represents weighted average sales price. The shares were sold at prices ranging from $220.000 to $220.930. 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. Gift without consideration. Held by the Envy Trust u/a/d December 7, 2021, of which the Reporting Person is trustee.
Shares sold 1,000,000 shares Total open-market sales reported across June 2 and June 4, 2026
Gifted shares 307,500 shares Bona fide gift without consideration by a Stevens-related trust
Sale price (June 2) $222.3774 per share Weighted average sales price for 500,000-share sale on June 2, 2026
Sale price (June 4 block 1) $220.3710 per share Weighted average sales price for a 400,000-share sale on June 4, 2026
Sale price (June 4 block 2) $217.6550 per share Weighted average sales price for a 100,000-share sale on June 4, 2026
Direct holdings 11,543,401 shares NVIDIA common stock held directly by Mark A. Stevens after transactions
Third Millennium Trust holdings 6,092,271 shares Indirect NVIDIA holdings reported as held by the Third Millennium Trust
Envy Trust holdings 15,017,750 shares Indirect NVIDIA holdings reported as held by the Envy Trust
bona fide gift financial
"The 307,500-share transfer is described as a bona fide gift without consideration."
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.
weighted average sales price financial
"Footnotes state each block was sold at a weighted average sales price within a price range."
open-market sale financial
"The Form 4 classifies the three sale transactions as open-market sale or private transaction."
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
indirect ownership financial
"Several positions are reported as indirect ownership, identified as shares held “By Trust.”"
Third Millennium Trust financial
"A footnote explains shares are held by the Third Millennium Trust, with Stevens and his wife as co-trustees."
Envy Trust financial
"Another footnote identifies additional NVIDIA shares held by the Envy Trust dated December 7, 2021."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
STEVENS MARK A
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/02/2026S500,000D$222.3774(1)6,899,771IBy Trust(2)
Common Stock06/04/2026S100,000D$217.655(3)6,799,771IBy Trust(2)
Common Stock06/04/2026S400,000D$220.371(4)6,399,771IBy Trust(2)
Common Stock06/04/2026G307,500D$0(5)6,092,271IBy Trust(2)
Common Stock15,017,750IBy the Envy Trust(6)
Common Stock11,543,401D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents weighted average sales price. The shares were sold at prices ranging from $222.000 to $222.890. 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.
2. Held by the Third Millennium Trust, of which the Reporting Person and his wife are co-trustees.
3. Represents weighted average sales price. The shares were sold at prices ranging from $217.500 to $217.820. 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 $220.000 to $220.930. 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. Gift without consideration.
6. Held by the Envy Trust u/a/d December 7, 2021, of which the Reporting Person is trustee.
Remarks:
/s/ Tina Ashcraft, Attorney-in-Fact for Mark A. Stevens06/04/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did NVIDIA (NVDA) director Mark A. Stevens report?

Mark A. Stevens–related trusts reported selling 1,000,000 NVIDIA shares and gifting 307,500 shares. The sales were open-market transactions on June 2 and June 4, 2026, while the 307,500-share transfer was reported as a bona fide gift made without consideration.

At what prices were the NVIDIA (NVDA) shares sold by the trusts?

The reported NVIDIA share sales used weighted average prices of $222.3774, $220.3710 and $217.6550. Footnotes state the actual trades occurred in ranges around these figures, and full breakdowns by individual price level are available from the reporting person upon request.

How many NVIDIA (NVDA) shares did Mark A. Stevens’ trusts gift?

A trust associated with Mark A. Stevens reported a bona fide gift of 307,500 NVIDIA common shares. The filing notes this transfer was a gift without consideration, meaning no payment was received in exchange for the shares transferred to the recipient.

What are Mark A. Stevens’ reported NVIDIA (NVDA) holdings after these transactions?

After the reported transactions, Mark A. Stevens is shown holding 11,543,401 NVIDIA shares directly. Indirectly, 6,092,271 shares are held by the Third Millennium Trust and 15,017,750 shares are held by the Envy Trust, both referenced as entities associated with him.

Which entities executed the NVIDIA (NVDA) share sales and gifts?

The sales are reported as indirect holdings “By Trust,” with footnotes identifying the Third Millennium Trust as holding those shares. Another footnote identifies the Envy Trust as a separate indirect holder, and the 307,500-share transfer is described as a gift without consideration.