NVIDIA counsel covers taxes with share withholding

NVIDIA CORP executive Timothy S. Teter reported routine equity compensation activity.

Rhea-AI Filing Summary

NVIDIA CORP executive Timothy S. Teter reported routine equity compensation activity. Restricted stock units vested, and the company withheld 35,742 shares of common stock at $207.41 per share to cover his tax obligations, so this was not an open-market sale.

The filing also shows 30,463 shares issued upon the RSU vesting and then transferred without consideration to The Horne Teter Family Living Trust, where Teter is trustee. After these updates, he directly holds 334,436 shares, and the trust holds 2,717,660 shares indirectly.

Insider Trade Summary

Exercise Price or Tax Liability: 35,742 shares

Exercise Price or Tax Liability 2 txns

Insider Teter Timothy S.

Role EVP, General Counsel and Sec

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	35,742	$207.41	$7.41M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 334,436 shares (Direct); Common Stock — 2,717,660 shares (Indirect, The Horne Teter Family Living Trust, dated February 1, 2019)

Footnotes (4)

1. F1. 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. F2. Includes 30,463 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
3. F3. Reflects 30,463 shares transferred without consideration from the Reporting Person to The Horne Teter Family Living Trust, dated 02/01/2019 (the "Trust"), of which the Reporting Person is trustee.
4. F4. Shares held by the Trust.

Key Figures

Tax-withheld shares: 35,742 shares Withholding price: $207.41 per share Direct holdings after: 334,436 shares +3 more

6 metrics

Tax-withheld shares 35,742 shares Withheld to satisfy taxes on RSU vesting

Withholding price $207.41 per share Value used for tax-withholding disposition

Direct holdings after 334,436 shares Direct NVIDIA common stock held by Teter after transactions

Indirect trust holdings 2,717,660 shares Shares held by The Horne Teter Family Living Trust

RSU vesting issuance 30,463 shares Shares issued upon vesting of restricted stock units

Transfer to trust 30,463 shares Shares transferred without consideration to family trust

Key Terms

restricted stock units, tax-withholding disposition, Family Living Trust, Form 4

4 terms

restricted stock units financial

"vesting of restricted stock units previously reported on a Form 4"

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.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition related to RSU vesting"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Family Living Trust financial

"The Horne Teter Family Living Trust, dated February 1, 2019"

Form 4 regulatory

"restricted stock units previously reported on a Form 4"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What did NVIDIA (NVDA) executive Timothy Teter report in this Form 4?

Timothy Teter reported RSU vesting, related tax withholding, and a transfer to a family trust. These are routine compensation and estate-planning steps rather than open-market buying or selling activity affecting NVIDIA CORP shares.

How many NVIDIA (NVDA) shares were withheld for Timothy Teter’s taxes?

NVIDIA CORP withheld 35,742 shares of common stock at $207.41 per share to satisfy Timothy Teter’s tax obligations tied to the vesting of previously granted restricted stock units reported in an earlier Form 4.

What is Timothy Teter’s direct NVIDIA (NVDA) shareholding after this filing?

After these transactions, Timothy Teter directly holds 334,436 shares of NVIDIA CORP common stock. This figure reflects his remaining direct ownership following the tax-withholding disposition of shares related to RSU vesting.

How many NVIDIA (NVDA) shares does the Horne Teter Family Living Trust hold?

The Horne Teter Family Living Trust holds 2,717,660 shares of NVIDIA CORP common stock. This includes 30,463 shares transferred from Timothy Teter without consideration, with Teter serving as trustee of the trust.

Was there an open-market sale of NVIDIA (NVDA) shares by Timothy Teter?

No open-market sale occurred. The 35,742 shares reported with code F were withheld by NVIDIA CORP to cover taxes from RSU vesting, which is a non-market, administrative disposition rather than a discretionary sale in the market.

What is the significance of the 30,463 NVIDIA (NVDA) shares noted in the footnotes?

The filing notes 30,463 shares were issued upon RSU vesting, then transferred without consideration to the Horne Teter Family Living Trust. This reflects estate or ownership structuring, not a purchase or sale for cash consideration.

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

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Accepted by SEC EDGAR 06/23/2026 - 06:04 AM EDT 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^*

Teter Timothy S.

(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)
	EVP, General Counsel and Sec

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026

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	06/17/2026		F		35,742(1)	D	$207.41	334,436(2)(3)	D
Common Stock								2,717,660(3)	I	The Horne Teter Family Living Trust, dated February 1, 2019(4)

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 30,463 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

3. Reflects 30,463 shares transferred without consideration from the Reporting Person to The Horne Teter Family Living Trust, dated 02/01/2019 (the "Trust"), of which the Reporting Person is trustee.

4. Shares held by the Trust.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Timothy S. Teter	06/22/2026
	** 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)