[Form 4] NVIDIA CORP Insider Trading Activity

Rhea-AI Filing Summary

Persis S. Drell, an NVIDIA director, reported an open-market sale of 40,000 shares of NVIDIA common stock on 09/19/2025 at a weighted average price of $177.653 per share. After the transaction, the reporting person beneficially owned 138,740 shares indirectly through the Welch-Drell 2009 Revocable Trust and held 3,887 shares directly. The filing notes the sale prices ranged from $177.640 to $177.680 and that the reporting person is a trustee of the named trust. The Form 4 was signed by an attorney-in-fact on behalf of Persis S. Drell on 09/23/2025.

Positive

• Timely and detailed disclosure of sale date, price range, and weighted average price, supporting transparency
• Remaining beneficial ownership disclosed: 138,740 shares held indirectly via the Welch-Drell 2009 Revocable Trust and 3,887 shares directly

Negative

• Director sold 40,000 shares, reducing insider stake which could be viewed negatively if part of a larger pattern
• Form does not indicate a 10b5-1 plan (box for plan not checked), leaving motive and pre-planning status unclear

Insights

Financial Analyst

TL;DR: Director sold 40,000 NVDA shares at ~$177.65; remaining indirect ownership is 138,740 shares.

The report documents a single open-market disposition by a director rather than grants or option exercises, which means the transaction likely reflects liquidity needs rather than company compensation activity. The sale price range ($177.640–$177.680) and weighted average ($177.653) are provided, ensuring transparency on execution. Without additional context on total outstanding shares or historical insider activity, this transaction alone is not clearly material to NVDA's capital structure but is relevant to monitoring insider sentiment and insider ownership levels.

Corporate Governance Expert

TL;DR: A director reduced holdings via a sizable sale; raises governance monitoring questions about insider ownership trends.

The filing shows a director executed an open-market sale of 40,000 shares and remains a trustee of the trust holding 138,740 shares indirectly. The disclosure is timely and complete with price ranges and trustee status disclosed, which is good governance practice. However, director disposals can be perceived negatively depending on frequency and context; this single Form 4 flags the need to track whether this is part of a Rule 10b5-1 plan (none checked) or routine diversification. As filed, the transaction is transparent but may warrant attention if repeated.

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^*

Drell Persis

(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		40,000	D	$177.653(1)	138,740	I	The Welch-Drell 2009 Revocable Trust(2)
Common Stock								3,887	D

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 $177.640 to $177.680. 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. The shares are held by the Welch-Drell 2009 Revocable Trust, U/A DTD April 16, 2009, of which the Reporting Person is a trustee.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Persis S. Drell	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 did Persis S. Drell report on Form 4 for NVDA?

The Form 4 reports an open-market sale of 40,000 NVDA shares on 09/19/2025 at a weighted average price of $177.653.

How many NVIDIA shares does Persis S. Drell own after the transaction?

After the sale the filing shows 138,740 shares beneficially owned indirectly through the Welch-Drell 2009 Revocable Trust and 3,887 shares owned directly.

Was the sale executed under a 10b5-1 trading plan?

No. The Form 4 does not indicate that the transaction was made pursuant to a 10b5-1(c) plan.

What price range were the shares sold at?

The filing states the shares were sold at prices ranging from $177.640 to $177.680, with a weighted average of $177.653.

Who signed the Form 4 for Persis S. Drell?

The Form 4 was signed by Rebecca Peters, Attorney-in-Fact for Persis S. Drell on 09/23/2025.