[Form 4] NVIDIA CORP Insider Trading Activity

Rhea-AI Filing Summary

The reporting person, Donald F. Robertson Jr., an officer at NVIDIA Corporation (NVDA), reported routine equity activity. On 09/17/2025, 7,287 shares were disposed of under Code F at an average price of $174.88 to satisfy tax withholding related to the vesting of restricted stock units. The report also shows two sales executed under a Rule 10b5-1 plan on 09/19/2025: 2,611 shares sold at a weighted average price of $176.1107 and 889 shares sold at a weighted average price of $177.1351. Following these transactions, the reporting person beneficially owned 456,840 shares. The filing states the ESPP purchase of 2 shares and 6,204 shares vested from prior RSUs.

Insights

Corporate Governance Expert

TL;DR: Insider completed routine tax-withholding and scheduled 10b5-1 sales; ownership remains substantial and transactions appear procedural.

The transactions disclosed are consistent with standard equity compensation mechanics: shares withheld to satisfy tax obligations on vested RSUs and sales executed under a pre-established Rule 10b5-1 plan. The reporting person still holds a meaningful stake of 456,840 shares, indicating no material change in control or ownership intent. Documentation notes weighted average sale prices and the reporting person offers to provide per-price details on request, which aligns with transparency expectations for Form 4 disclosures.

Securities/Compliance Analyst

TL;DR: Transactions comply with Form 4 disclosure norms and cite a 10b5-1 plan; no indications of material non-routine activity.

The report includes a Code F disposition for tax withholding on RSU vesting and two sales under a documented 10b5-1 trading plan adopted in 2023. Prices and share counts are provided as weighted averages with ranges noted in the explanations. The filer signed via attorney-in-fact, and the statement offers to provide granular sale prices to the SEC or issuer upon request, meeting standard recordkeeping and disclosure practices.

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).

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^*

Robertson Donald F Jr

(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)
	Principal Accounting Officer

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		7,287(1)	D	$174.88	460,340(2)	D
Common Stock	09/19/2025		S(3)		2,611	D	$176.1107(4)	457,729	D
Common Stock	09/19/2025		S(3)		889	D	$177.1351(5)	456,840	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. 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 2 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 29, 2025 and 6,204 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 October 6, 2023.

4. Represents weighted average sales price. The shares were sold at prices ranging from $175.660 to $176.650. 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 $176.720 to $177.700. 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 Donald F. Robertson Jr.	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 insider transactions did NVDA officer Donald F. Robertson Jr. report?

The officer reported 7,287 shares withheld for taxes on RSU vesting (Code F) and two sales under a Rule 10b5-1 plan: 2,611 shares at a weighted average of $176.1107 and 889 shares at a weighted average of $177.1351.

How many NVDA shares does Donald F. Robertson Jr. own after these transactions?

Following the reported transactions, the filing shows beneficial ownership of 456,840 shares.

Were the sales executed under a pre-established trading plan for NVDA insider?

Yes. The filing states the sales on 09/19/2025 were effected pursuant to a Rule 10b5-1 trading plan adopted on October 6, 2023.

Why were 7,287 NVDA shares disposed of under Code F?

The filing explains those shares were withheld by the issuer to satisfy taxes due upon the vesting of restricted stock units previously reported.

Are the reported sale prices final and detailed?

The filing provides weighted average sale prices and price ranges and states the reporting person will provide full per-price details to the SEC, issuer, or security holder upon request.