Insider Sale: Mark A. Stevens Disposes of 350K NVDA Shares; Trust Holdings Detailed

Rhea-AI Filing Summary

Insider sale disclosure: Mark A. Stevens, a director of NVIDIA Corporation (NVDA), reported a sale of 350,000 shares on 09/19/2025 at a weighted average price of $176.3923 (sales ranged from $176.000 to $176.620). The Form 4 shows multiple beneficial ownership entries after the reported transactions: 7,399,803 shares held indirectly by a trust, 11,543,401 shares held directly, and 16,070,550 shares held indirectly by the Envy Trust. The filing was signed by Rebecca Peters as attorney-in-fact on 09/23/2025. Explanations note co-trustee and trustee roles for trusts and offer to provide per-price sale details on request.

Positive

• Sale disclosed with precise pricing: weighted average price $176.3923 and range $176.000–$176.620 provided
• Transparency on ownership: post-transaction beneficial ownership figures and trust relationships are clearly reported
• Compliance: Form 4 signed and filed, with offer to provide per-price sale breakdown on request

Negative

• Reduction in direct holdings: 350,000 shares were sold on 09/19/2025
• Limited context for sale: filing does not state purpose or plan governing the sale

Insights

Financial Analyst

TL;DR: Director sold 350,000 NVDA shares at ~$176.39; substantial residual holdings remain across direct and trust accounts.

The transaction is a straightforward Section 16 disclosure showing a non-derivative sale of 350,000 common shares on 09/19/2025 at a weighted average price of $176.3923. The reporting line indicates large continuing ownership across direct and indirect holdings (listed as 7.4M, 11.54M, and 16.07M shares in the filing). From an analyst perspective, the sale size relative to the reported holdings is limited and the filing documents trustee relationships, which often reflect pre-existing estate or trust structures rather than active trading intent. The filing supplies exact sale price range and offers to provide per-price breakdown on request, aiding transparency.

Corporate Governance Expert

TL;DR: Proper Form 4 compliance: sale reported, trustee relationships disclosed, signature via attorney-in-fact included.

The submission fulfills Section 16 reporting requirements by disclosing the sale date, number of shares sold, weighted average price, and post-transaction beneficial ownership figures. The filing explicitly identifies indirect holdings through the Third Millennium Trust and the Envy Trust and notes co-trustee/trustee roles, which is relevant for assessing control and beneficial ownership. The presence of an attorney-in-fact signature is documented. There are no amendments or additional disclosures beyond the reported sale and trust descriptions.

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).

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 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)
09/19/2025

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	09/19/2025		S		350,000	D	$176.3923(1)	7,399,803	I	By Trust(2)
Common Stock								11,543,401	D
Common Stock								16,070,550	I	By the Envy Trust(3)

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 weighted average sales price. The shares were sold at prices ranging from $176.000 to $176.620. The Reporting Person will provide upon request, to the Securities and Exchange Commission, 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. Held by the Envy Trust u/a/d December 7, 2021, of which the Reporting Person is trustee.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Mark A. Stevens	09/23/2025
	** 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

What transaction did Mark A. Stevens report on Form 4 for NVDA?

The Form 4 reports a sale of 350,000 shares of NVIDIA common stock on 09/19/2025.

At what price were the NVDA shares sold according to the Form 4?

The weighted average sales price was reported as $176.3923, with sales ranging from $176.000 to $176.620.

How many NVDA shares does the Form 4 show as beneficially owned after the transaction?

The filing lists post-transaction beneficial ownership entries of 7,399,803, 11,543,401, and 16,070,550 shares associated with direct and indirect holdings.

Who signed the Form 4 for Mark A. Stevens?

The Form 4 was signed by Rebecca Peters, Attorney-in-Fact for Mark A. Stevens, on 09/23/2025.

Does the filing explain the trust relationships referenced?

Yes. It states shares are held by the Third Millennium Trust (co-trustees: reporting person and spouse) and the Envy Trust (reporting person is trustee).