[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

Nvidia (NYSE: NVDA) filed a Form 4 disclosing that EVP, Worldwide Field Ops Ajay K. Puri sold 168,195 common shares on 25 June 2025 under a Rule 10b5-1 plan.

The stock was sold in five blocks at weighted-average prices of $150.00-$154.41, generating roughly $25.6 million in proceeds. After the sale, Puri still beneficially owns about 4.70 million shares (4.02 m via revocable trust, 0.63 m direct, 0.05 m children’s trust).

• The divestiture equals ≈3.6 % of his aggregate holdings.
• No derivative securities were exercised or disposed.
• Filing confirms willingness to furnish detailed price breakdowns on request.

The transaction is sizable but pre-planned; it may influence short-term sentiment without altering Nvidia’s fundamentals.

Positive

• None.

Negative

• EVP Ajay K. Puri sold 168,195 shares worth approximately $25.6 million, trimming his holdings by about 3.6 %; such sizable insider selling can be viewed negatively by investors.

Insights

Corporate Governance Expert

TL;DR: Large but planned sale; minimal governance concern.

The disposal, executed under a 10b5-1 plan adopted in September 2024, mitigates classic insider-timing worries. At ≈3.6 % of total ownership, Puri retains a robust equity stake, preserving long-term alignment with shareholders. There are no concurrent leadership changes or unusual option activity, suggesting routine liquidity or diversification motives. Governance risk remains low, yet the magnitude—>$25 M—could draw investor scrutiny, especially given Nvidia’s valuation sensitivity to insider sentiment.

Portfolio Manager

TL;DR: $25 M insider sale may pressure near-term sentiment.

Though rule-based, a 168 k-share sale by a key revenue-facing executive can trigger perception of profit-taking at current price levels. The trade’s value equals roughly 1.6 days of NVDA’s average volume, so market impact is limited, yet it reinforces supply above $150. Retained 4.7 M-share stake tempers bearish interpretation, but I view the net signal as modestly negative until subsequent insider activity or earnings reset the narrative.

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).

X

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)
06/25/2025

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	06/25/2025		S(1)		5,955	D	$150.5096(2)	4,180,787	I	By Trust(3)
Common Stock	06/25/2025		S(1)		53,013	D	$151.6017(4)	4,127,774	I	By Trust(3)
Common Stock	06/25/2025		S(1)		40,619	D	$152.4496(5)	4,087,155	I	By Trust(3)
Common Stock	06/25/2025		S(1)		65,420	D	$153.7079(6)	4,021,735	I	By Trust(3)
Common Stock	06/25/2025		S(1)		3,188	D	$154.3203(7)	4,018,547	I	By Trust(3)
Common Stock								634,193	D
Common Stock								46,360	I	By Children's Trust(8)

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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 30, 2024.

2. Represents weighted average sales price. The shares were sold at prices ranging from $150.000 to $150.990. The Reporting Person will provide upon request, to the Securities and Exchange Commission (the "SEC"), the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

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

4. Represents weighted average sales price. The shares were sold at prices ranging from $151.000 to $151.995. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Represents weighted average sales price. The shares were sold at prices ranging from $152.000 to $152.980. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Represents weighted average sales price. The shares were sold at prices ranging from $153.260 to $154.250. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. Represents weighted average sales price. The shares were sold at prices ranging from $154.255 to $154.410. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. 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	06/27/2025
	** 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

How many Nvidia (NVDA) shares did EVP Ajay Puri sell on 25 June 2025?

He sold 168,195 common shares according to the Form 4.

What was the total dollar value of Ajay Puri’s June 2025 stock sale?

Based on weighted-average prices, the sale generated roughly $25.6 million in proceeds.

Did Ajay Puri’s sale occur under a 10b5-1 trading plan?

Yes. The filing states the trades were executed under a plan adopted on 30 September 2024.

How many Nvidia shares does Ajay Puri still own after the sale?

He beneficially owns about 4.70 million shares (4.02 m indirect, 0.63 m direct, 0.05 m via children’s trust).

What percentage of his holdings did the sale represent?

Approximately 3.6 % of Puri’s total reported Nvidia share ownership.