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NVIDIA (NASDAQ: NVDA) director receives 1,211-share equity grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SEAWELL A BROOKE reported acquisition or exercise transactions in this Form 4 filing.

NVIDIA director Brooke Seawell received an annual equity award of 1,211 restricted stock units of common stock as compensation for Board service. The units were granted for no cash consideration and will vest in two equal installments: 50% on November 18, 2026 and 50% on May 19, 2027, with accelerated vesting upon death. Following this grant, Seawell holds 7,818 shares directly and 2,500,000 shares indirectly through The Alexander Brooke Seawell Revocable Trust.

Positive

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Negative

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Insider SEAWELL A BROOKE
Role null
Type Security Shares Price Value
Grant/Award Common Stock 1,211 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 7,818 shares (Direct, null); Common Stock — 2,500,000 shares (Indirect, By Survivor Trust)
Footnotes (1)
  1. Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 18, 2026 and 50% of the shares on May 19, 2027. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested. The shares are held by The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.
RSU grant size 1,211 restricted stock units Annual Board equity award on June 25, 2026
Grant price per share $0.00 per share Restricted stock units received for no consideration
Direct holdings after grant 7,818 shares NVIDIA common stock held directly following transaction
Indirect holdings via trust 2,500,000 shares Held by The Alexander Brooke Seawell Revocable Trust
First vesting tranche 50% of 1,211 RSUs Vests on November 18, 2026
Second vesting tranche 50% of 1,211 RSUs Vests on May 19, 2027
restricted stock units financial
"The shares represent restricted stock units that were received as an award, for no consideration."
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.
Annual grant financial
"Annual grant in connection with service on the Board of Directors."
Board of Directors financial
"Annual grant in connection with service on the Board of Directors."
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
Revocable Trust financial
"The shares are held by The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee."
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.
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
SEAWELL A BROOKE

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/25/2026A1,211A$0(1)7,818D
Common Stock2,500,000IBy Survivor 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 18, 2026 and 50% of the shares on May 19, 2027. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.
2. 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/ Tina Ashcraft, Attorney-in-Fact for A. Brooke Seawell06/29/2026
** Signature of Reporting PersonDate
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)

FAQ

What did NVIDIA (NVDA) director Brooke Seawell report in this Form 4?

Brooke Seawell reported receiving 1,211 restricted stock units of NVIDIA common stock as an annual equity award for Board service. The filing also notes updated direct and indirect share holdings after the grant.

How many NVIDIA (NVDA) shares did Brooke Seawell receive in the latest grant?

Brooke Seawell received 1,211 restricted stock units of NVIDIA common stock. These units were granted as an annual Board compensation award and carry no cash exercise price, effectively functioning as share-based compensation that vests over time.

When do Brooke Seawell’s new NVIDIA (NVDA) restricted stock units vest?

The 1,211 restricted stock units vest in two equal tranches: 50% on November 18, 2026 and 50% on May 19, 2027. If Seawell’s Board service ends due to death, the grant immediately becomes fully vested.

How many NVIDIA (NVDA) shares does Brooke Seawell hold after this Form 4?

After the reported grant, Brooke Seawell holds 7,818 NVIDIA common shares directly. In addition, 2,500,000 shares are held indirectly through The Alexander Brooke Seawell Revocable Trust, where Seawell serves as trustee according to the filing footnote.

Is Brooke Seawell’s NVIDIA (NVDA) Form 4 transaction an open-market purchase?

No. The filing shows a grant of 1,211 restricted stock units at a price of $0.00 per share. This is an equity award for Board service, not an open-market share purchase or sale on a stock exchange.

What is the role of the revocable trust in Brooke Seawell’s NVIDIA (NVDA) holdings?

The filing states that 2,500,000 NVIDIA shares are held by The Alexander Brooke Seawell Revocable Trust. Brooke Seawell is trustee of this trust, and these shares are reported as indirect ownership on the Form 4.