NVIDIA Form 4: RSU Vesting, 32,370 Shares Issued; 36,333 Withheld

Rhea-AI Filing Summary

Debora C. Shoquist, EVP—Operations at NVIDIA Corporation, reported transactions on Form 4 showing restricted stock unit activity and a small share sale to satisfy taxes. The filing shows 36,333 shares disposed on 09/17/2025 at a price of $174.88, described as shares withheld by the issuer to cover taxes for RSU vesting. The report also notes 32,370 shares issued upon RSU vesting included in the calculations. After these transactions Shoquist beneficially owns 512,644 shares directly and 1,734,443 shares indirectly through a revocable living trust of which she is trustee.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on RSU vesting; no indicia of discretionary selling or change in control.

The Form 4 documents a common administrative disposition where 36,333 shares were withheld at $174.88 to satisfy tax obligations arising from RSU vesting, with 32,370 shares newly issued on vesting. The filing indicates continued substantial indirect ownership via a revocable trust (1,734,443 shares) and significant direct holdings (512,644 shares), which together reflect ongoing alignment with shareholder interests rather than material divestiture.

Securities Analyst

TL;DR: Transaction is administrative and immaterial to NVDA capitalization; no new purchases or large open-market sales reported.

Reported activity consists of RSU vesting and shares withheld for taxes; the disposal volume (36,333 shares) is modest relative to total beneficial holdings disclosed. The filing does not report market purchases, option exercises for cash proceeds, or transfers that would materially affect insider ownership percentages. All details provided are consistent with standard executive compensation settlement.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Shoquist Debora

Role EVP, Operations

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	36,333	$174.88	$6.35M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 512,644 shares (Direct); Common Stock — 1,734,443 shares (Indirect, By Trust)

Footnotes (1)

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. Includes 32,370 shares issued upon the vesting of restricted stock units previously reported on a Form 4. The shares are held by the Debora C. Shoquist Revocable Living Trust, of which the Reporting Person is a trustee.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
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		36,333(1)	D	$174.88	512,644(2)	D
Common Stock								1,734,443	I	By Trust(3)

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 32,370 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

3. The shares are held by the Debora C. Shoquist Revocable Living Trust, of which the Reporting Person is a trustee.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Debora Shoquist	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 did Debora Shoquist report on the NVDA Form 4?

She reported RSU vesting activity with 36,333 shares withheld to cover taxes and 32,370 shares issued upon vesting, resulting in 512,644 direct and 1,734,443 indirect shares owned.

When did the reported transaction occur for NVDA insider Debora Shoquist?

The transaction date was 09/17/2025, and the Form 4 was signed on 09/19/2025 by an attorney-in-fact.

Why were 36,333 NVDA shares disposed according to the filing?

The 36,333 shares were withheld by the issuer to satisfy taxes due by the reporting person in connection with RSU vesting.

How many NVDA shares does Debora Shoquist beneficially own after the transaction?

512,644 shares directly and 1,734,443 shares indirectly through a revocable living trust, per the Form 4.

Does the Form 4 show any open-market sales or purchases by Debora Shoquist?

No. The filing documents shares withheld for taxes related to RSU vesting and issuance of vested shares; it does not report open-market purchases or voluntary sales.