NVIDIA director gifts 500,000 company shares

NVIDIA director Tench Coxe made a Rule 10b5-1–planned bona fide gift of 500,000 NVDA shares via a trust and continues to report large direct and indirect holdings.

Rhea-AI Filing Summary

NVIDIA CORP (NVDA) director Tench Coxe reported a bona fide gift of 500,000 shares of common stock on September 2, 2026, made at no consideration from a trust where he is a trustee. The gift was effected under a Rule 10b5-1 trading plan adopted on March 19, 2026. After this transaction, he is reported as having 24,171,360 shares held indirectly by a trust, 57,378 shares held directly, and 4,852,480 shares held indirectly through the SHV Profit Sharing Plan for his benefit, with beneficial ownership of the trust shares disclaimed except for his pecuniary interest.

Insider Trade Summary 10b5-1

500,000 shares gifted

Gift 3 txns

Insider COXE TENCH

Role Director

Type	Security	Shares	Price	Value
Gift	Common F1, F2, F3	500,000	$0.00	$0.00
holding	Common	--	--	--
holding	Common F4	--	--	--

Holdings After Transaction: Common — 24,171,360 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

Gifted shares: 500,000 shares Indirect trust holdings after transaction: 24,171,360 shares Direct holdings after transaction: 57,378 shares +3 more

6 metrics

Gifted shares 500,000 shares Bona fide gift of NVIDIA common stock on September 2, 2026

Indirect trust holdings after transaction 24,171,360 shares Shares held by a trust where Tench Coxe is trustee, post-gift

Direct holdings after transaction 57,378 shares Shares held directly by Tench Coxe after the reported transaction

SHV Profit Sharing Plan holdings 4,852,480 shares Shares held by SHV Profit Sharing Plan for the benefit of Tench Coxe

Transaction date September 2, 2026 Date of the bona fide gift of 500,000 shares

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

Key Terms

Rule 10b5-1 trading plan, bona fide gift, pecuniary interest, Profit Sharing Plan

4 terms

Rule 10b5-1 trading plan regulatory

"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted"

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 indicates the transaction was a bona fide gift"

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.

pecuniary interest financial

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

Profit Sharing Plan financial

"Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit"

FAQ

What insider transaction did NVIDIA (NVDA) director Tench Coxe report?

He reported a bona fide gift of 500,000 shares of NVIDIA common stock on September 2, 2026, made without consideration from a trust where he serves as trustee.

Was the NVDA insider gift by Tench Coxe made under a Rule 10b5-1 plan?

Yes. A footnote states the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Tench Coxe on March 19, 2026.

How many NVIDIA (NVDA) shares did Tench Coxe hold indirectly through a trust after the gift?

After the reported gift, he is shown with 24,171,360 shares of NVIDIA common stock held indirectly by a trust, with beneficial ownership disclaimed except for his pecuniary interest.

What are Tench Coxe’s direct holdings of NVIDIA (NVDA) after this Form 4?

The Form 4 reports that after the transaction, Tench Coxe directly holds 57,378 shares of NVIDIA common stock.

What NVIDIA (NVDA) shares does Tench Coxe hold through the SHV Profit Sharing Plan?

The filing states that 4,852,480 shares of NVIDIA common stock are held by the SHV Profit Sharing Plan, a retirement trust for the benefit of Tench Coxe.

Did Tench Coxe receive any consideration for the 500,000 NVDA shares transferred?

No. A footnote describes the transfer as a “Gift without consideration”, indicating no payment was received for the 500,000 gifted shares.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/04/2026 - 05:01 PM Accepted by SEC EDGAR 09/04/2026 - 05:00 PM 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)
09/02/2026

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	09/02/2026		G(1)		500,000	D	$0(2)	24,171,360	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	09/04/2026
	** 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)