NVDA Insider Filing: Ajay Puri RSU Tax-Withholding and Trust Holdings Disclosed

Rhea-AI Filing Summary

Ajay K. Puri, NVIDIA executive (EVP, Worldwide Field Ops), filed a Form 4 reporting transactions on 09/17/2025. The filing shows 38,988 shares of NVIDIA common stock were disposed of under transaction code F at a price of $174.88 per share; the filing explains these shares were withheld by the issuer to satisfy taxes related to the vesting of restricted stock units. The report also notes 39,644 shares were issued upon RSU vesting. Following the reported transactions, Mr. Puri beneficially owns 595,205 shares directly. He also holds 4,018,547 shares indirectly through the Ajay K. Puri Revocable Trust and 46,360 shares indirectly through The Puri 2019 Irrevocable Children's Trust, of which he is trustee and for which he disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

• Timely and clear disclosure of RSU vesting, tax-withholding, and resulting share counts
• Substantial indirect holdings disclosed: 4,018,547 shares in a revocable trust and 46,360 in a childrens trust

Negative

• Disposition of 38,988 shares (withheld for taxes) reduced direct holdings to 595,205 shares

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale tied to RSU vesting; significant indirect holdings remain via trusts.

The Form 4 documents a standard employer-withheld disposition to satisfy tax obligations on vested restricted stock units. The reported sale of 38,988 shares at $174.88 appears tied to withholding rather than a voluntary market sale, as clarified in the filing. Net direct beneficial ownership after the transaction is 595,205 shares, while indirect holdings through trusts total 4,064,907 shares combined. For investors, this filing is routine and informational; it confirms continued sizable ownership positions held indirectly by Mr. Puri.

Corporate Governance Expert

TL;DR: Disclosure is timely and follows expected practice for RSU vesting and tax withholding.

The filing includes clear explanatory notes: shares were withheld to satisfy taxes and additional shares were issued upon vesting. The reporting was executed by an attorney-in-fact and signed, indicating adherence to filing procedures. The filing also discloses the trust arrangements and the reporting persons trustee role with a disclaimer of beneficial ownership for the irrevocable children's trust, which is a standard governance disclosure. No governance concerns are raised by the disclosed transactions themselves.

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^*

Puri Ajay K

(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)
	EVP, Worldwide Field Ops

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		F		38,988(1)	D	$174.88	595,205(2)	D
Common Stock								4,018,547	I	By Trust(3)
Common Stock								46,360	I	By Children's Trust(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 39,644 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

3. The shares are held by the Ajay K. Puri Revocable Trust dtd 12/10/2015, of which the Reporting Person is trustee.

4. The shares are held by The Puri 2019 Irrevocable Children's Trust dtd 12/06/2019, of which the Reporting Person is trustee. Mr. Puri disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Ajay K. Puri	09/19/2025
	** 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 Ajay K. Puri report on Form 4 for NVDA?

The Form 4 reports a disposition of 38,988 NVIDIA shares on 09/17/2025 under code F at $174.88 per share; the filing states shares were withheld to satisfy taxes on vested RSUs.

How many NVIDIA shares does Ajay K. Puri beneficially own after the transaction?

After the reported transactions Mr. Puri beneficially owns 595,205 shares directly and additionally holds 4,018,547 shares via a revocable trust and 46,360 via a childrens trust.

Why were shares disposed of according to the Form 4?

The filing explains the 38,988 shares were withheld by the issuer to satisfy taxes due in connection with the vesting of restricted stock units.

Who signed the Form 4 on behalf of Ajay K. Puri?

The Form 4 was signed by /s/ Rebecca Peters, Attorney-in-Fact for Ajay K. Puri on 09/19/2025.

Are any indirect holdings disclosed on the Form 4?

Yes. The filing discloses 4,018,547 shares held by the Ajay K. Puri Revocable Trust and 46,360 shares held by The Puri 2019 Irrevocable Children's Trust.