NVIDIA EVP shares withheld for RSU tax payment

NVIDIA CORP executive Ajay K. Puri reported a compensation-related share withholding rather than an open-market trade.

Rhea-AI Filing Summary

NVIDIA CORP executive Ajay K. Puri reported a compensation-related share withholding rather than an open-market trade. On this Form 4, 36,927 shares of common stock were withheld by the company at $207.41 per share to cover taxes due on vesting restricted stock units.

After this tax-withholding disposition, Puri directly holds 600,321 NVIDIA shares. Footnotes state that 37,548 shares were issued upon the vesting of previously reported restricted stock units, and additional indirect holdings are shown in trusts, including 3,018,547 shares held by the Ajay K. Puri Revocable Trust and 46,360 shares held by a children's trust.

Insider Trade Summary

Exercise Price or Tax Liability: 36,927 shares

Exercise Price or Tax Liability 3 txns

Insider Puri Ajay K

Role EVP, Worldwide Field Ops

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	36,927	$207.41	$7.66M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 600,321 shares (Direct); Common Stock — 3,018,547 shares (Indirect, By Trust); Common Stock — 46,360 shares (Indirect, By Children's Trust)

Footnotes (4)

1. F1. 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. F2. Includes 37,548 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
3. F3. The shares are held by the Ajay K. Puri Revocable Trust dtd 12/10/2015, of which the Reporting Person is trustee.
4. F4. 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.

Key Figures

Tax-withheld shares: 36,927 shares Withholding price: $207.41 per share Direct holdings after transaction: 600,321 shares +3 more

6 metrics

Tax-withheld shares 36,927 shares Withheld to satisfy taxes on RSU vesting

Withholding price $207.41 per share Price for shares withheld for tax liability

Direct holdings after transaction 600,321 shares Common stock held directly after tax withholding

Revocable trust holdings 3,018,547 shares Shares held by Ajay K. Puri Revocable Trust

Children’s trust holdings 46,360 shares Shares held by 2019 Irrevocable Children's Trust

RSU shares vested 37,548 shares Shares issued upon RSU vesting previously reported

Key Terms

restricted stock units, Revocable Trust, Irrevocable Children's Trust, tax-withholding disposition

4 terms

restricted stock units financial

"vesting of restricted stock units previously reported on a Form 4"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Revocable Trust financial

"held by the Ajay K. Puri Revocable Trust dtd 12/10/2015"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

Irrevocable Children's Trust financial

"The Puri 2019 Irrevocable Children's Trust dtd 12/06/2019"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for code F"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NVIDIA (NVDA) EVP Ajay K. Puri report in this Form 4?

Ajay K. Puri reported a tax-related share disposition, not an open-market sale. 36,927 NVIDIA shares were withheld by the company to satisfy taxes owed on vesting restricted stock units, with updated direct and trust holdings also disclosed.

How many NVIDIA (NVDA) shares were withheld for Ajay K. Puri’s taxes?

The filing shows 36,927 NVIDIA shares withheld at $207.41 per share. These shares covered taxes due when Puri’s restricted stock units vested, according to the footnote describing the transaction as payment of tax liability using company stock.

How many NVIDIA (NVDA) shares does Ajay K. Puri hold directly after this filing?

Following the tax-withholding transaction, Ajay K. Puri directly holds 600,321 NVIDIA common shares. This figure reflects his updated direct ownership after shares were withheld to cover taxes on vesting restricted stock units granted as prior equity compensation.

What restricted stock unit activity did Ajay K. Puri report for NVIDIA (NVDA)?

Footnotes state that 37,548 NVIDIA shares were issued when previously reported restricted stock units vested. A portion of these vested shares was withheld by the company, totaling 36,927 shares, to satisfy the related tax obligations for the reporting person.

What NVIDIA (NVDA) shares are held for Ajay K. Puri through trusts?

The filing lists 3,018,547 shares held by the Ajay K. Puri Revocable Trust and 46,360 shares held by a 2019 Irrevocable Children's Trust. Puri is trustee and disclaims beneficial ownership of the children’s trust shares except for any pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 06:01 AM EDT Learn about SEC filing dates

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^*

Puri Ajay K

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CALIFORNIA 95051

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/17/2026		F		36,927(1)	D	$207.41	600,321(2)	D
Common Stock								3,018,547	I	By Trust(3)
Common Stock								46,360	I	By Children's 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. 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 37,548 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

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

4. 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/ Tina Ashcraft, Attorney-in-Fact for Ajay K. Puri	06/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)