NVIDIA CFO covers RSU taxes with 40,746 shares

NVIDIA EVP and Chief Financial Officer Colette Kress reported routine equity compensation activity.

Rhea-AI Filing Summary

NVIDIA EVP and Chief Financial Officer Colette Kress reported routine equity compensation activity. The company withheld 40,746 common shares at $207.41 per share to cover taxes due on the vesting of restricted stock units previously reported.

After this tax-withholding disposition, she directly holds 840,641 NVIDIA common shares, which include 36,301 shares issued upon the restricted stock unit vesting. She also reports additional indirect holdings through various family trusts, grantor retained annuity trusts, a limited liability company, and immediate family members.

Insights

Equity compensation analyst

Routine tax withholding on RSU vesting, not an open-market sale.

The filing shows NVIDIA CFO Colette Kress had 40,746 shares withheld at $207.41 per share to satisfy taxes on restricted stock units that vested. This is a standard mechanism where the issuer withholds shares instead of the executive paying cash.

Because the transaction code is F and footnotes tie it to RSU vesting, it does not represent a discretionary sale in the market. Following the transaction, she directly owns 840,641 shares, and the filing lists substantial additional indirect holdings via trusts and related entities. The economic signal from this filing is therefore limited.

Insider Trade Summary

Exercise Price or Tax Liability: 40,746 shares

Exercise Price or Tax Liability 9 txns

Insider Kress Colette

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common	40,746	$207.41	$8.45M
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--

Holdings After Transaction: Common — 840,641 shares (Direct); Common — 83,060 shares (Indirect, By Trust); Common — 712,934 shares (Indirect, By Limited Liability Company); Common — 4,000 shares (Indirect, By immediate family member 1); Common — 4,000 shares (Indirect, By immediate family member 2); Common — 451,498 shares (Indirect, Grantor Retained Annuity Trust 1); Common — 451,498 shares (Indirect, Grantor Retained Annuity Trust 2); Common — 2,032,048 shares (Indirect, Grantor Retained Annuity Trust 3); Common — 271,592 shares (Indirect, Grantor Retained Annuity Trust 4)

Footnotes (2)

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 36,301 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

Key Figures

Tax-withholding shares: 40,746 shares Tax-withholding price: $207.41 per share Direct holdings after transaction: 840,641 shares +4 more

7 metrics

Tax-withholding shares 40,746 shares Withheld to satisfy taxes on RSU vesting

Tax-withholding price $207.41 per share Value used for F-code tax-withholding disposition

Direct holdings after transaction 840,641 shares Direct NVIDIA common shares held after tax withholding

RSU vesting included 36,301 shares Shares issued upon vesting of restricted stock units

GRAT 3 indirect holdings 2,032,048 shares Indirect NVIDIA common shares via Grantor Retained Annuity Trust 3

LLC indirect holdings 712,934 shares Indirect NVIDIA common shares held by a limited liability company

Trust indirect holdings 83,060 shares Indirect NVIDIA common shares held by a trust

Key Terms

Grantor Retained Annuity Trust, restricted stock units, tax-withholding disposition, non-derivative, +1 more

5 terms

Grantor Retained Annuity Trust financial

"nature_of_ownership: "Grantor Retained Annuity Trust 4""

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

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""

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.

non-derivative financial

"transaction_type: "non-derivative" for the F-code entry"

indirect ownership financial

"ownership_type: "indirect" and ownership_code: "I""

FAQ

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

What did NVIDIA (NVDA) CFO Colette Kress report in this Form 4?

Colette Kress reported that 40,746 NVIDIA common shares were withheld by the company at vesting to cover tax obligations on restricted stock units. This is a compensation-related adjustment rather than a discretionary stock market trade.

Was the NVIDIA (NVDA) CFO’s Form 4 transaction a stock sale on the open market?

No. The Form 4 shows an F-code tax-withholding disposition, where 40,746 shares were retained by NVIDIA to pay taxes on vesting restricted stock units. It does not represent an open-market sale decision by the CFO.

How many NVIDIA (NVDA) shares does Colette Kress directly own after this Form 4?

After the tax-withholding event, Colette Kress directly owns 840,641 NVIDIA common shares. This total includes 36,301 shares issued upon the vesting of restricted stock units referenced in the Form 4 footnotes.

What price per share was used for the NVIDIA (NVDA) tax-withholding in this Form 4?

The tax-withholding disposition used a share value of $207.41 per NVIDIA share for the 40,746 shares withheld. That price is disclosed in the Form 4 as the transaction price per share for the F-code transaction.

Does the NVIDIA (NVDA) Form 4 show any derivative exercises or option activity for the CFO?

No derivative exercises or option conversions are shown. The transaction summary lists zero derivative exercises and highlights only a tax-withholding disposition related to restricted stock unit vesting, plus several updated indirect holding entries.

What indirect NVIDIA (NVDA) share holdings are reported for Colette Kress?

The Form 4 lists indirect ownership of NVIDIA shares through grantor retained annuity trusts, a limited liability company, a trust, and immediate family members, each with its own reported share balance as of the transaction date.

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

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Accepted by SEC EDGAR 06/23/2026 - 06:02 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^*

Kress Colette

(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 & Chief Financial Officer

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	06/17/2026		F		40,746(1)	D	$207.41	840,641(2)	D
Common								83,060	I	By Trust
Common								712,934	I	By Limited Liability Company
Common								4,000	I	By immediate family member 1
Common								4,000	I	By immediate family member 2
Common								451,498	I	Grantor Retained Annuity Trust 1
Common								451,498	I	Grantor Retained Annuity Trust 2
Common								2,032,048	I	Grantor Retained Annuity Trust 3
Common								271,592	I	Grantor Retained Annuity 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 36,301 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Colette Kress	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)