NVIDIA (NVDA) CFO Kress and related entities sell common stock

Rhea-AI Filing Summary

NVIDIA Corporation Executive Vice President and Chief Financial Officer Colette Kress reported multiple open-market sales of NVIDIA common stock on February 4, 2026. The transactions were executed under a Rule 10b5-1 trading plan adopted on March 4, 2025.

The sales occurred in several tranches at weighted average prices linked to ranges between $171.945 and $179.520 per share. Following the reported sales, Kress directly owned 846,772 NVIDIA shares. Entities associated with her indirectly held additional shares, including 93,060 shares by a trust and 722,934 shares by a limited liability company.

Further indirect holdings disclosed include 4,000 shares held by each of two immediate family members and interests in four Grantor Retained Annuity Trusts holding 451,498, 451,498, 2,032,048 and 271,592 NVIDIA shares, respectively.

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^*

Kress Colette

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		S(1)		1,287	D	$172.543(2)	873,125	D
Common	02/04/2026		S(1)		3,524	D	$173.406(3)	869,601	D
Common	02/04/2026		S(1)		6,076	D	$174.5304(4)	863,525	D
Common	02/04/2026		S(1)		6,120	D	$175.3713(5)	857,405	D
Common	02/04/2026		S(1)		2,659	D	$176.534(6)	854,746	D
Common	02/04/2026		S(1)		3,897	D	$177.496(7)	850,849	D
Common	02/04/2026		S(1)		2,625	D	$178.5714(8)	848,224	D
Common	02/04/2026		S(1)		1,452	D	$179.1604(9)	846,772	D
Common	02/04/2026		S(1)		499	D	$172.4983(2)	102,561	I	By Trust
Common	02/04/2026		S(1)		1,266	D	$173.4055(3)	101,295	I	By Trust
Common	02/04/2026		S(1)		2,180	D	$174.5311(4)	99,115	I	By Trust
Common	02/04/2026		S(1)		2,164	D	$175.3633(5)	96,951	I	By Trust
Common	02/04/2026		S(1)		976	D	$176.5347(6)	95,975	I	By Trust
Common	02/04/2026		S(1)		1,424	D	$177.4955(7)	94,551	I	By Trust
Common	02/04/2026		S(1)		963	D	$178.5728(8)	93,588	I	By Trust
Common	02/04/2026		S(1)		528	D	$179.1607(9)	93,060	I	By Trust
Common	02/04/2026		S(1)		614	D	$172.3999(2)	732,320	I	By Limited Liability Company
Common	02/04/2026		S(1)		1,215	D	$173.4058(3)	731,105	I	By Limited Liability Company
Common	02/04/2026		S(1)		2,121	D	$174.5323(4)	728,984	I	By Limited Liability Company
Common	02/04/2026		S(1)		2,042	D	$175.3454(5)	726,942	I	By Limited Liability Company
Common	02/04/2026		S(1)		1,005	D	$176.5318(6)	725,937	I	By Limited Liability Company
Common	02/04/2026		S(1)		1,470	D	$177.4962(7)	724,467	I	By Limited Liability Company
Common	02/04/2026		S(1)		985	D	$178.57(8)	723,482	I	By Limited Liability Company
Common	02/04/2026		S(1)		548	D	$179.1618(9)	722,934	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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.

2. Represents weighted average sales price. The shares were sold at prices ranging from $171.945 to $172.935. 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. Represents weighted average sales price. The shares were sold at prices ranging from $172.945 to $173.940. 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.

4. Represents weighted average sales price. The shares were sold at prices ranging from $173.945 to $174.935. 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 $174.945 to $175.940. 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 $175.965 to $176.950. 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 $176.985 to $177.980. 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.

8. Represents weighted average sales price. The shares were sold at prices ranging from $177.985 to $178.980. 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.

9. Represents weighted average sales price. The shares were sold at prices ranging from $178.985 to $179.520. 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.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Colette Kress	02/06/2026
	** 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.

FAQ

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

Colette Kress reported multiple open-market sales of NVIDIA common stock executed on February 4, 2026. The filing details several sale tranches, associated price ranges, and updates her direct and indirect share ownership positions across personal holdings, a trust, a limited liability company, and Grantor Retained Annuity Trusts.

Were Colette Kress’s NVIDIA share sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the reported transactions were effected under a Rule 10b5-1 trading plan adopted by Colette Kress on March 4, 2025. Such plans allow pre-arranged trading of shares according to predetermined instructions, providing structure for insider stock sales over time.

At what prices were NVIDIA shares sold in Colette Kress’s February 4, 2026 transactions?

The reported sales used weighted average prices, with shares sold in ranges between $171.945 and $179.520 per share. Each tranche has its own price band, and Kress will provide, upon request, detailed breakdowns of the exact number of shares sold at each separate price within those ranges.

How many NVIDIA shares does Colette Kress own directly after these transactions?

After the February 4, 2026 sales, Colette Kress directly owns 846,772 NVIDIA common shares. This figure reflects her personal holdings only. Additional indirect holdings are reported separately for a trust, a limited liability company, immediate family members, and several Grantor Retained Annuity Trusts associated with her.

What NVIDIA shares are indirectly held through a trust and an LLC associated with Colette Kress?

Following the reported trades, a trust associated with Colette Kress holds 93,060 NVIDIA shares, while a limited liability company associated with her holds 722,934 NVIDIA shares. These positions are reported as indirect beneficial ownership interests, separate from her directly held common stock balance.

What additional NVIDIA indirect holdings linked to Colette Kress are disclosed in the filing?

Beyond direct, trust, and LLC holdings, the filing lists 4,000 NVIDIA shares held by each of two immediate family members and four Grantor Retained Annuity Trusts. Those trusts hold 451,498, 451,498, 2,032,048 and 271,592 shares, respectively, reflecting substantial additional indirect ownership interests.