NVIDIA (NVDA) officer reports 5,390-share tax withholding and 451,450 shares owned

Rhea-AI Filing Summary

NVIDIA Corporation reported an insider equity transaction by its Principal Accounting Officer on a Form 4. On 12/10/2025, the officer had 5,390 shares of NVIDIA common stock withheld by the company at a price of $184.97 per share to cover taxes due upon the vesting of previously granted restricted stock units. After this tax withholding, the officer beneficially owned 451,450 shares of NVIDIA common stock, which includes 4,590 shares issued upon the vesting of those restricted stock units. This is a routine administrative transaction related to equity compensation rather than an open-market purchase or sale.

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^*

Robertson Donald F Jr

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		F		5,390(1)	D	$184.97	451,450(2)	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 4,590 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Tina Ashcraft, Attorney-in-Fact for Donald F. Robertson Jr.	12/12/2025
	** 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 insider transaction did NVIDIA (NVDA) report in this Form 4?

The filing reports that an NVIDIA officer had 5,390 shares of common stock withheld on 12/10/2025 to satisfy taxes due on vesting restricted stock units.

Who is the reporting person in the NVIDIA (NVDA) Form 4?

The reporting person is an NVIDIA officer serving as Principal Accounting Officer, with the Form 4 signed by Tina Ashcraft as Attorney-in-Fact for Donald F. Robertson Jr..

How many NVIDIA (NVDA) shares were withheld for taxes in this filing?

NVIDIA withheld 5,390 shares of common stock from the officer to cover tax obligations tied to the vesting of restricted stock units.

How many NVIDIA (NVDA) shares does the officer own after this transaction?

Following the reported transaction, the officer beneficially owned 451,450 shares of NVIDIA common stock.

Does the NVIDIA (NVDA) Form 4 involve restricted stock units (RSUs)?

Yes. The filing explains that shares were withheld to cover taxes on restricted stock units that vested, and notes that the total includes 4,590 shares issued upon RSU vesting.

Is this NVIDIA (NVDA) Form 4 an open-market stock sale or purchase?

No. The transaction is described as shares withheld by the issuer to satisfy taxes on vesting restricted stock units, rather than an open-market trade.