[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

Nvidia CFO Colette Kress Reports Significant Stock Transactions

On June 18-20, 2025, Nvidia EVP & CFO Colette Kress executed several notable transactions:

• 43,099 shares were withheld for tax purposes related to RSU vesting at $144.12 per share
• Multiple planned sales under Rule 10b5-1 trading plan (established March 4, 2025) at prices ranging from $142.795 to $146.065
• Direct ownership decreased to 3,012,166 shares after transactions
• Indirect ownership includes: - 173,060 shares through Trust - 802,934 shares via LLC - 8,000 shares by family members - 1,467,352 shares in Grantor Retained Annuity Trusts

These transactions were executed according to a pre-planned trading schedule, with weighted average sale prices ranging between $143.54 and $145.91 per share. The filing indicates continued significant insider ownership following the reported transactions.

Positive

• None.

Negative

• CFO Colette Kress sold approximately 94,000 shares across various accounts (direct holdings, trust, and LLC) through a pre-planned 10b5-1 trading plan at prices ranging from $142.79 to $146.07, totaling roughly $13.6M

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)
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	06/18/2025		F		43,099(1)	D	$144.12	3,042,666(2)	D
Common	06/20/2025		S(3)		9,340	D	$143.5441(4)	3,033,326	D
Common	06/20/2025		S(3)		14,578	D	$144.0359(5)	3,018,748	D
Common	06/20/2025		S(3)		5,043	D	$145.4132(6)	3,013,705	D
Common	06/20/2025		S(3)		1,539	D	$145.9002(7)	3,012,166	D
Common	06/20/2025		S(3)		3,051	D	$143.5452(4)	180,009	I	By Trust
Common	06/20/2025		S(3)		4,797	D	$144.0371(5)	175,212	I	By Trust
Common	06/20/2025		S(3)		1,662	D	$145.4131(6)	173,550	I	By Trust
Common	06/20/2025		S(3)		490	D	$145.9034(7)	173,060	I	By Trust
Common	06/20/2025		S(3)		3,020	D	$143.5466(4)	809,914	I	By Limited Liability Company
Common	06/20/2025		S(3)		4,839	D	$144.0401(5)	805,075	I	By Limited Liability Company
Common	06/20/2025		S(3)		1,699	D	$145.4132(6)	803,376	I	By Limited Liability Company
Common	06/20/2025		S(3)		442	D	$145.9123(7)	802,934	I	By Limited Liability Company
Common								4,000	I	By immediate family member 1
Common								4,000	I	By immediate family member 2
Common								733,676	I	Grantor Retained Annuity Trust 1
Common								733,676	I	Grantor Retained Annuity Trust 2

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 38,400 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.

4. Represents weighted average sales price. The shares were sold at prices ranging from $142.795 to $143.790. 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.

5. Represents weighted average sales price. The shares were sold at prices ranging from $143.795 to $144.775. 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 $144.795 to $145.775. 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 $145.795 to $146.065. 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/ Rebecca Peters, Attorney-in-Fact for Colette Kress	06/23/2025
	** 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 NVDA shares did CFO Colette Kress sell on June 20, 2025?

On June 20, 2025, CFO Colette Kress sold a total of 50,500 shares across multiple transactions, including: 30,500 shares directly owned and 20,000 shares indirectly owned through trusts and a limited liability company. The sales were executed at prices ranging from approximately $143.54 to $145.91 per share.

What was the purpose of NVDA CFO's Form 4 filing on June 28, 2025?

The Form 4 filing reported multiple transactions by NVIDIA's CFO Colette Kress, including: 1) The withholding of 43,099 shares by NVIDIA for tax purposes related to vesting RSUs, and 2) Multiple sales transactions on June 20, 2025, executed under a Rule 10b5-1 trading plan that was adopted on March 4, 2025.

How many NVDA shares does CFO Colette Kress own after the reported transactions?

After the reported transactions, Colette Kress beneficially owns: 3,012,166 shares directly, plus indirect ownership of 173,060 shares through a trust, 802,934 shares through a Limited Liability Company, 8,000 shares through immediate family members, and 1,467,352 shares through two Grantor Retained Annuity Trusts.

At what price did NVDA CFO Colette Kress sell shares on June 20, 2025?

CFO Kress sold shares at weighted average prices ranging from $143.54 to $145.91 per share. Specifically: shares were sold at $143.54-$143.79, $143.79-$144.77, $144.79-$145.77, and $145.79-$146.06. The exact number of shares sold at each specific price can be provided by the Reporting Person upon request.

Was NVDA CFO Kress's stock sale on June 20, 2025 part of a planned transaction?

Yes, according to the filing, the sales transactions were executed pursuant to a Rule 10b5-1 trading plan that was adopted by CFO Colette Kress on March 4, 2025. Rule 10b5-1 plans are pre-scheduled trading plans used by executives to avoid accusations of insider trading.