NVIDIA director awarded 1,211-share stock grant

COXE TENCH reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

COXE TENCH reported acquisition or exercise transactions in this Form 4 filing.

NVIDIA CORP director Tench Coxe reported an equity award rather than a market trade. He received 1,211 shares of common stock as an annual grant tied to his service on the Board of Directors, structured as restricted stock units granted for no cash consideration.

The award vests in two equal installments: 50% of the shares on November 18, 2026 and 50% on May 19, 2027, with full vesting if his board service ends due to death. Following this grant, Coxe holds 57,378 shares directly, with additional indirect holdings through a trust and the SHV Profit Sharing Plan.

Insider Trade Summary

Grant/Award: 1,211 shares

Grant/Award 3 txns

Insider COXE TENCH

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	1,211	$0.00	$0.00
holding	Common	--	--	--
holding	Common	--	--	--

Holdings After Transaction: Common — 57,378 shares (Direct); Common — 25,671,360 shares (Indirect, By Trust); Common — 4,852,480 shares (Indirect, By Profit Sharing Plan Trust)

Footnotes (3)

1. F1. Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 18, 2026 and 50% of the shares on May 19, 2027. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.
2. F2. 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. F3. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the Reporting Person.

Key Figures

RSU grant size: 1,211 shares Direct holdings after grant: 57,378 shares Trust indirect holdings: 25,671,360 shares +2 more

5 metrics

RSU grant size 1,211 shares Annual board grant of restricted stock units

Direct holdings after grant 57,378 shares Common stock directly held by Tench Coxe after award

Trust indirect holdings 25,671,360 shares Shares held by a trust where Coxe is trustee

Profit Sharing Plan holdings 4,852,480 shares Shares held by SHV Profit Sharing Plan for Coxe’s benefit

Vesting schedule 50% 11/18/2026, 50% 5/19/2027 Two equal vesting dates for RSU grant

Key Terms

restricted stock units, pecuniary interest, Profit Sharing Plan, grant, award, or other acquisition

4 terms

restricted stock units financial

"The shares represent restricted stock units that were received as an award, for no consideration."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest in the trust."

Profit Sharing Plan financial

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

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Tench Coxe report for NVIDIA (NVDA)?

Tench Coxe reported receiving 1,211 NVIDIA common shares as an equity award, not a market purchase. The grant is compensation for his service on the Board of Directors, delivered as restricted stock units with future vesting dates.

How many NVIDIA shares did Tench Coxe receive in this Form 4 filing?

The filing shows an award of 1,211 NVIDIA common shares. These shares were granted as restricted stock units for no cash consideration, representing an annual board compensation grant rather than an open-market stock purchase or sale.

When do Tench Coxe’s new NVIDIA restricted stock units vest?

The restricted stock units vest in two equal tranches. Half of the 1,211 shares vest on November 18, 2026, and the remaining half vest on May 19, 2027, with full vesting if his board service ends because of death.

How many NVIDIA shares does Tench Coxe hold directly after this award?

After the grant, Tench Coxe directly holds 57,378 NVIDIA common shares. This direct position is in addition to large indirect holdings through a trust and the SHV Profit Sharing Plan, as detailed in the Form 4 filing footnotes.

What indirect NVIDIA holdings related to Tench Coxe are disclosed?

The Form 4 lists 25,671,360 NVIDIA shares held by a trust where Coxe is a trustee and 4,852,480 shares held by the SHV Profit Sharing Plan for his benefit. He disclaims beneficial ownership of the trust shares beyond his pecuniary interest.

Was Tench Coxe’s NVIDIA share grant a market purchase or sale?

The transaction was neither a market purchase nor a sale. It was a grant of restricted stock units as annual board compensation, recorded with transaction code “A” for a grant or award, and involved no cash price per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 05:01 PM Learn about SEC filing dates

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^*

COXE TENCH

(Last) (First) (Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO CALIFORNIA 94304-1005

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

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	06/25/2026		A		1,211	A	$0(1)	57,378	D
Common								25,671,360	I	By Trust(2)
Common								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. Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 18, 2026 and 50% of the shares on May 19, 2027. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.

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.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Tina Ashcraft, Attorney-in-Fact for Tench Coxe	06/29/2026
	** 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)