Nvidia (NVDA) principal accounting officer sells 5,396 shares in preset 10b5-1 plan

Rhea-AI Filing Summary

NVIDIA’s Principal Accounting Officer Donald F. Robertson Jr. reported a series of open-market sales of common stock. On March 20, 2026, he sold a total of 5,396 shares in multiple transactions at prices ranging from about $172.070 to $177.570, executed as open-market sales.

The filing shows these trades were made under a Rule 10b5-1 trading plan adopted on September 18, 2025. On March 18, 2026, 4,575 shares were withheld to satisfy taxes due on the vesting of restricted stock units. After these transactions, Robertson directly owns 337,120 NVIDIA shares, including 5,396 shares issued upon RSU vesting and 231 shares purchased through the employee stock purchase plan.

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^*

Robertson Donald F Jr

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CALIFORNIA 95051

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Principal Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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 Stock	03/18/2026		F		4,575(1)	D	$181.93	342,516(2)	D
Common Stock	03/20/2026		S(3)		1,196	D	$172.5777(4)	341,320	D
Common Stock	03/20/2026		S(3)		400	D	$172.97(5)	340,920	D
Common Stock	03/20/2026		S(3)		500	D	$173.778(6)	340,420	D
Common Stock	03/20/2026		S(3)		600	D	$174.8467(7)	339,820	D
Common Stock	03/20/2026		S(3)		2,100	D	$175.7948(8)	337,720	D
Common Stock	03/20/2026		S(3)		600	D	$177.3117(9)	337,120	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 shares withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.

2. Includes 5,396 shares issued upon the vesting of restricted stock units previously reported on a Form 4 and 231 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2026.

3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 18, 2025.

4. Represents weighted average sales price. The shares were sold at prices ranging from $172.070 to $172.850. 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.

5. Represents weighted average sales price. The shares were sold at prices ranging from $172.860 to $173.070. 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 $173.390 to $174.120. 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 $174.640 to $175.170. 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 $175.360 to $176.190. 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 $176.860 to $177.570. 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.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Donald F. Robertson Jr.	03/20/2026
	** 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)

FAQ

What insider transaction did NVIDIA (NVDA) report for Donald F. Robertson Jr.?

NVIDIA reported that Principal Accounting Officer Donald F. Robertson Jr. sold 5,396 shares of common stock in open-market transactions. The sales occurred on March 20, 2026, as part of a pre-arranged Rule 10b5-1 trading plan adopted in September 2025.

How many NVIDIA (NVDA) shares did the insider sell and at what prices?

Robertson sold a total of 5,396 NVIDIA shares in several open-market trades. The reported weighted-average price ranges show sales between approximately $172.070 and $177.570 per share, with detailed price breakdowns available upon request from the company or the SEC.

How many NVIDIA (NVDA) shares does Donald F. Robertson Jr. hold after these transactions?

After the reported transactions, Robertson directly holds 337,120 NVIDIA common shares. This figure includes 5,396 shares issued upon the vesting of restricted stock units and 231 shares acquired through NVIDIA’s Employee Stock Purchase Plan on February 27, 2026.

Were the NVIDIA (NVDA) insider sales made under a Rule 10b5-1 plan?

Yes. A footnote states the reported sales were effected under a Rule 10b5-1 trading plan adopted by Robertson on September 18, 2025. Such plans pre-schedule trades, indicating these sales were planned in advance rather than timed discretionarily.

What portion of NVIDIA (NVDA) shares was used to cover taxes for the insider?

The filing shows 4,575 NVIDIA shares were withheld by the company to satisfy taxes owed by Robertson. This tax-withholding transaction occurred on March 18, 2026, in connection with the vesting of previously reported restricted stock units rather than as an open-market sale.

What new NVIDIA (NVDA) shares were added to the insider’s holdings before these sales?

Robertson’s holdings include 5,396 shares issued upon the vesting of restricted stock units and 231 shares purchased through NVIDIA’s Employee Stock Purchase Plan on February 27, 2026. These additions are specifically referenced in the filing’s footnotes describing his updated share position.