NVIDIA Insider Filing: Seawell Transfers 1.2M Shares to Heirs and Trusts

Rhea-AI Filing Summary

A. Brooke Seawell, a director of NVIDIA Corporation (NVDA), reported changes in beneficial ownership related to gifts on 08/29/2025. The filing shows a disposition of 1,200,000 shares of Common Stock as a gift with a reported price of $0, and a separate disposition of 7,137 shares. After the reported transactions, the filing shows 532,728 shares beneficially owned indirectly by an Administrative Trust and 2,500,000 shares beneficially owned indirectly by a Survivor Trust. The form states the 1,200,000-share transfer was a gift "without consideration for estate distribution to heirs," and notes 3,250 shares were transferred without consideration to the Administrative Trust. The Form 4 is signed by Rebecca Peters as Attorney-in-Fact for A. Brooke Seawell on 09/03/2025.

Positive

• Timely, clear disclosure of insider transactions and trustee relationships on a Form 4
• Specification that transfers were gifts without consideration,

Negative

• Large disposition of 1,200,000 shares (reported as a gift) reduces reported direct ownership and may change future voting dynamics
• Material ownership moved to trusts, which can complicate assessments of direct economic interest and control

Insights

Financial Analyst

TL;DR: Large insider gifts reduced direct economic ownership; filing clarifies holdings remain largely indirect through trusts.

The reported gift of 1,200,000 shares at $0 materially alters the reporting person’s direct holdings while leaving substantial indirect positions via two trusts totaling 3,032,728 shares reported after the transaction (532,728 in the Administrative Trust plus 2,500,000 in the Survivor Trust). This disclosure is important for understanding voting and beneficial ownership shifts but does not state any sales for cash proceeds. The transfer characterization as "gifts without consideration" and the trustee roles are explicitly disclosed, aiding investor transparency.

Corporate Governance Expert

TL;DR: The Form 4 documents gift transfers and trust holdings, clarifying potential shifts in control and beneficial ownership structures.

The filing provides clear disclosure that transfers were gifts and identifies the trusts holding shares. For governance analysis, the movement of 1,200,000 shares out of reported direct ownership to heirs (via gift) may affect future voting patterns and beneficial ownership reporting. The form notes the reporting person is trustee of the named trusts, which maintains a link between the director and those indirect holdings. All disclosures are presented in standard Form 4 format and signed by an attorney-in-fact.

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
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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^*

SEAWELL A BROOKE

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		G		1,200,000	D	$0(1)	532,728(2)	I	By Administrative Trust(3)
Common Stock								2,500,000	I	By Survivor Trust(4)
Common Stock								7,137(2)	D

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. Gifts without consideration for estate distribution to heirs.

2. Reflects 3,250 shares transferred without consideration from the Reporting Person to The Rosemary and A. Brooke Seawell Revocable Trust U/A dated 1/20/2009 (the "Administrative Trust"), of which the Reporting Person is trustee.

3. The shares are held by the Administrative Trust.

4. The shares are held by The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for A. Brooke Seawell	09/03/2025
	** 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 transactions did A. Brooke Seawell report on the NVDA Form 4?

The Form 4 reports a disposition of 1,200,000 shares of Common Stock as a gift (price $0) and a separate disposition of 7,137 shares, both dated 08/29/2025.

How many NVDA shares does the filing show as beneficially owned after the transactions?

The filing shows 532,728 shares held indirectly by the Administrative Trust and 2,500,000 shares held indirectly by the Survivor Trust following the reported transactions.

What reason does the Form 4 give for the 1,200,000-share transfer?

The Explanation of Responses states the 1,200,000-share transfer were gifts without consideration for estate distribution to heirs.

What is the reporting person’s relationship to NVIDIA in this filing?

The form identifies the reporting person, A. Brooke Seawell, as a Director of NVIDIA Corporation.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by /s/ Rebecca Peters, Attorney-in-Fact for A. Brooke Seawell with the signature date 09/03/2025.