NVIDIA Operations Chief Moves 389K Shares to Trust in Estate Planning Move

Rhea-AI Filing Summary

Nvidia EVP of Operations Debora Shoquist reported significant insider transactions on June 18, 2025. The filing discloses multiple transactions:

• Disposition of 36,332 shares at $144.12 per share through shares withheld for tax obligations related to RSU vesting
• Receipt of 32,371 shares from vesting of previously reported restricted stock units
• Transfer of 389,385 shares to the Debora C. Shoquist Revocable Living Trust without consideration

Following these transactions, Shoquist's beneficial ownership stands at 548,977 shares held directly and 1,789,615 shares held indirectly through her trust. These movements represent significant changes in the executive's equity holdings in Nvidia, though they appear to be primarily related to standard compensation arrangements and estate planning rather than open market transactions.

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

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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^*

Shoquist Debora

(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, Operations

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		F		36,332(1)	D	$144.12	548,977(2)(3)	D
Common Stock								1,789,615(3)	I	By 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 32,371 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

3. Reflects 389,385 shares transferred without consideration from the Reporting Person to the Debora C. Shoquist Revocable Living Trust, of which the Reporting Person is a trustee (the "Trust").

4. The shares are held by the Trust.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Debora Shoquist	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many NVDA shares did EVP Debora Shoquist dispose of on June 18, 2025?

On June 18, 2025, EVP Debora Shoquist disposed of 36,332 shares of NVDA common stock at a price of $144.12 per share. These shares were withheld by Nvidia to satisfy tax obligations related to the vesting of restricted stock units.

How many NVDA shares does Debora Shoquist own directly after the June 2025 transactions?

Following the reported transactions, Debora Shoquist directly owns 548,977 shares of NVDA common stock. This amount includes 32,371 shares issued from newly vested restricted stock units.

What is Debora Shoquist's indirect ownership of NVDA stock through her trust?

Debora Shoquist indirectly owns 1,789,615 shares of NVDA through the Debora C. Shoquist Revocable Living Trust, of which she is a trustee. This includes 389,385 shares that were transferred from her direct ownership to the trust.

What was the purpose of NVDA EVP Shoquist's stock transaction in June 2025?

The transaction was not a market sale but rather a withholding of 36,332 shares by Nvidia to satisfy tax obligations that arose from the vesting of previously awarded restricted stock units (RSUs). This is a common practice for handling tax requirements related to equity compensation.