NVIDIA (NVDA) EVP Ajay Puri receives large performance-based stock awards

Rhea-AI Filing Summary

NVIDIA CORP executive Ajay K. Puri reported new equity awards of common stock. On March 2, 2026, he acquired 55,558 shares and 47,720 shares as grant or award acquisitions at a stated price of $0.00 per share. Footnotes explain these were earned based on pre-established performance goals, with one award vesting 25% on March 18, 2026 and 6.25% every three months thereafter, and another vesting 100% on March 18, 2026. After these transactions, he held hundreds of thousands of shares directly, and additional shares indirectly through the Ajay K. Puri Revocable Trust and a 2019 irrevocable children's trust, where he serves as trustee and partially disclaims beneficial ownership.

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

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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).

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^*

Puri Ajay K

(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)
	EVP, Worldwide Field Ops

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		55,558(1)	A	$0(2)	612,009(3)	D
Common Stock	03/02/2026		A		47,720(4)	A	$0(2)	659,729	D
Common Stock								3,618,547	I	By Trust(5)
Common Stock								46,360	I	By Children's Trust(6)

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. Represents the number of shares earned based on the achievement of a pre-established operating plan performance goal during the Issuer's fiscal year ended January 25, 2026. The shares earned will vest as to 25% on March 18, 2026 and as to 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.

2. The shares represent restricted stock units that were received as an award, for no consideration.

3. Includes 219 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2026.

4. Represents the number of shares earned based on achievement of a pre-established performance goal from January 30, 2023 through January 25, 2026. The shares earned will vest as to 100% on March 18, 2026, such that the shares will be fully vested on approximately the three (3) year anniversary of the date of grant.

5. The shares are held by the Ajay K. Puri Revocable Trust dtd 12/10/2015, of which the Reporting Person is trustee.

6. The shares are held by The Puri 2019 Irrevocable Children's Trust dtd 12/06/2019, of which the Reporting Person is trustee. Mr. Puri disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Ajay K. Puri	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NVIDIA (NVDA) EVP Ajay K. Puri report?

Ajay K. Puri reported acquiring two grants of NVIDIA common stock on March 2, 2026. One grant was 55,558 shares and another 47,720 shares, both recorded as awards at a stated price of $0.00 per share under company performance plans.

Were Ajay K. Puri’s new NVIDIA (NVDA) shares open-market purchases?

No, the reported NVIDIA shares were earned and granted as equity awards, not bought in the open market. Footnotes describe them as restricted stock units and performance-based shares received for no consideration under pre-established operating and performance goals.

How do Ajay K. Puri’s new NVIDIA awards vest over time?

One award vests 25% on March 18, 2026, then 6.25% every three months until fully vested about four years from the grant date. Another award vests 100% on March 18, 2026, aligning with a three-year performance period ending January 25, 2026.

Does Ajay K. Puri hold NVIDIA (NVDA) shares through trusts?

Yes, he reports indirect holdings through the Ajay K. Puri Revocable Trust and a 2019 irrevocable children’s trust. He is trustee of both and specifically disclaims beneficial ownership of the children’s trust shares except for any pecuniary interest he may have.

Did the filing mention NVIDIA employee stock purchase plan shares for Ajay K. Puri?

Yes, a footnote states his holdings include 219 NVIDIA shares purchased through the company’s Employee Stock Purchase Plan on February 27, 2026. This amount is part of his reported direct ownership following the March 2, 2026 equity award transactions.

What role does Ajay K. Puri hold at NVIDIA related to this Form 4?

Ajay K. Puri is identified as an officer of NVIDIA, serving as EVP, Worldwide Field Ops. The Form 4 records his equity awards and holdings as a senior executive, including direct common stock and indirect interests held via revocable and irrevocable trusts.