NVDA Form 4: Director Coxe Tench reports 1M-share gift, retains large trust holdings

Rhea-AI Filing Summary

Coxe Tench, a director of NVIDIA Corp (NVDA), reported transfers of common stock on Form 4 dated 09/08/2025. The filing shows a transaction coded G (gift) for 1,000,000 shares disposed of at $0, after which the reporting person’s beneficial holdings are reported as 25,671,360 shares (indirect) held by a trust. The filing also lists 56,167 shares disposed and 4,852,480 shares indirectly held by a company profit sharing plan trust for the reporting person.

The explanations specify the 1,000,000-share transfer was a gift, some shares are held by a trust where the reporting person is trustee (with a disclaimer of beneficial ownership except for pecuniary interest), and other shares are held in the SHV Profit Sharing Plan for the reporting person’s benefit. The form is signed by power of attorney on 09/10/2025.

Positive

• Timely disclosure of insider transactions via a filed Form 4
• Clarity on ownership with explanations that shares are held by trust and a profit sharing plan

Negative

• Transfer of 1,000,000 shares as a gift, reducing the reporting person’s direct/indirect holdings
• Disposition of 56,167 shares also reported without price detail in the summary section

Insights

Corporate Governance Expert

TL;DR: Director reported a 1,000,000-share gift and retains substantial indirect holdings via trust and retirement plan.

The Form 4 shows a material non-sale transfer: a gift of 1,000,000 shares executed 09/08/2025, recorded at $0, which reduces the director’s direct/indirect position but leaves sizable indirect ownership (25.67 million shares by trust and 4.85 million via a profit sharing plan). The filing includes standard disclaimers about trust-held shares and is executed by power of attorney. For governance review, the transaction appears to be a personal transfer rather than a market sale, reducing immediate market signaling risk but changing beneficial ownership disclosures.

Securities Analyst

TL;DR: Insider transferred shares as a gift; remaining indirect holdings remain large, so investor impact is limited.

The entry code G indicates a gift of 1,000,000 shares on 09/08/2025. Following the transaction, the reporting person is shown with 25,671,360 shares indirectly via a trust and 4,852,480 shares via a profit sharing plan, indicating continued substantial exposure to NVDA equity. From a securities perspective, gifts do not provide cash proceeds and are distinct from open-market sells; while the transfer is sizable in absolute terms, the retained indirect stake suggests limited change to alignment with shareholders.

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^*

COXE TENCH

(Last) (First) (Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO CA 94304-1005

(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)
09/08/2025

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	09/08/2025		G		1,000,000	D	$0(1)	25,671,360	I	By Trust(2)
Common Stock								56,167	D
Common Stock								4,852,480	I	By Profit Sharing Plan 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. Gift without consideration.

2. Shares held by a trust of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest in the trust.

3. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the Reporting Person.

	/s/ Kanwalpreet S. Kalra, by power of attorney	09/10/2025
	** 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.
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 NVDA director Coxe Tench report on 09/08/2025?

The Form 4 reports a G (gift) transaction disposing of 1,000,000 shares on 09/08/2025.

How many NVIDIA shares does the reporting person beneficially own after the reported transactions?

The filing reports 25,671,360 shares indirectly held by a trust and 4,852,480 shares indirectly held by a profit sharing plan following the transactions.

What is the nature of the shares held in the trust?

The filing states the shares are held by a trust of which the reporting person is a trustee and the reporting person disclaims beneficial ownership except for a pecuniary interest in the trust.

Was the Form 4 signed and when?

The Form 4 was signed by power of attorney (/s/ Kanwalpreet S. Kalra) on 09/10/2025.

What does transaction code 'G' mean on this Form 4?

Transaction code G denotes a transfer that is a gift, recorded at $0 in the filing.