NVIDIA Director’s 10b5-1 Plan Triggers 148,402-Share Sale

Rhea-AI Filing Summary

Form 4 Overview – NVIDIA Corporation (NVDA)

Director A. Brooke Seawell reported a series of open-market sales executed between 8 July 2025 and 10 July 2025 under a pre-arranged Rule 10b5-1 trading plan adopted on 19 March 2025 to meet estate-tax obligations.

• Total shares sold: 148,402 common shares across eight separate transactions.
• Price range: $158.480 – $164.390; weighted-average prices per line item run from $159.0372 to $164.2981.
• Largest single sale: 49,595 shares on 8 July 2025 at an average price of $159.0372.
• Post-sale ownership: 1,826,382 shares held indirectly via the Administrative Trust, 2,500,000 shares held indirectly via the Survivor Trust, and 10,387 shares held directly — ≈4.34 million shares in total.

Take-aways for investors

• The disposals represent roughly 3% of the reporting person’s disclosed holdings and an immaterial <0.01% of NVIDIA’s ~2.5 billion shares outstanding.
• Because the trades were executed under a 10b5-1 plan specifically for estate-tax purposes, they are less likely to signal a change in the director’s view of the company.
• No derivative securities were exercised or disposed of; remaining derivative tables are blank.

While insider sales can raise sentiment concerns, the modest scale relative to total insider ownership and the presence of a pre-planned program temper potential negative interpretations.

Positive

• Pre-arranged 10b5-1 plan demonstrates compliance and reduces insider-information concerns.
• Director retains ≈4.34 million shares, signalling continued long-term commitment.

Negative

• 148,402 shares sold may be perceived as insider bearishness despite estate-tax rationale.

Insights

Securities Analyst

TL;DR – Small, pre-planned sale; neutral impact.

The 148 k-share disposition equals ~3 % of Seawell’s personal stake and is immaterial to NVDA’s float. Execution through a 10b5-1 plan for estate taxes reduces signaling risk. With >4.3 million shares still held, the director retains substantial alignment with shareholders. I classify the filing as routine and do not expect valuation impact.

Corporate Governance Expert

TL;DR – Governance-friendly disclosure; minimal risk.

The form provides clear disclosure of trading-plan adoption date, price ranges, and trust structures, meeting best-practice transparency standards. Because transactions satisfy Rule 10b5-1(c) conditions and were spread over three days, the likelihood of material information misuse is low. Insider ownership remains significant, maintaining board-level skin in the game.

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)
07/08/2025

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	07/08/2025		S(1)		49,595	D	$159.0372(2)	1,925,189	I	By Administrative Trust(3)
Common Stock	07/08/2025		S(1)		705	D	$159.5989(4)	1,924,484	I	By Administrative Trust(3)
Common Stock	07/09/2025		S(1)		19,922	D	$162.9602(5)	1,904,562	I	By Administrative Trust(3)
Common Stock	07/09/2025		S(1)		28,199	D	$163.6163(6)	1,876,363	I	By Administrative Trust(3)
Common Stock	07/09/2025		S(1)		850	D	$164.2981(7)	1,875,513	I	By Administrative Trust(3)
Common Stock	07/10/2025		S(1)		22,292	D	$162.3193(8)	1,853,221	I	By Administrative Trust(3)
Common Stock	07/10/2025		S(1)		21,333	D	$163.0789(9)	1,831,888	I	By Administrative Trust(3)
Common Stock	07/10/2025		S(1)		5,506	D	$163.9091(10)	1,826,382	I	By Administrative Trust(3)
Common Stock								10,387	D
Common Stock								2,500,000	I	By Survivor Trust(11)

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 $158.480 to $159.470. 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.

4. Represents weighted average sales price. The shares were sold at prices ranging from $159.510 to $159.740. 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 $162.255 to $163.250. 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 $163.260 to $164.240. 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 $164.260 to $164.390. 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 $161.625 to $162.620. 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 $162.625 to $163.620. 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 $163.630 to $164.180. 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. The shares are held by The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for A. Brooke Seawell	07/10/2025
	** 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.
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FAQ

How many NVIDIA (NVDA) shares did Director A. Brooke Seawell sell?

The filing reports the sale of 148,402 common shares between 8 July 2025 and 10 July 2025.

What was the price range for the insider sales reported in the Form 4?

Shares were sold at weighted-average prices ranging from $158.480 to $164.390 per share.

Does the filing indicate a Rule 10b5-1 trading plan?

Yes. The transactions were executed under a Rule 10b5-1 plan adopted on 19 March 2025 to cover estate-tax obligations.

How many NVIDIA shares does the director still own after the sales?

Seawell reports approximately 4.34 million shares remaining (1,826,382 via Administrative Trust, 2,500,000 via Survivor Trust, and 10,387 directly).

Are there any derivative securities involved in this filing?

No derivative securities were reported as acquired or disposed of; Table II is blank.