NVIDIA CFO 10b5-1 sales reported; 2,828,122 shares direct post-trade

Rhea-AI Filing Summary

NVIDIA (NVDA) reported insider transactions by EVP & Chief Financial Officer Colette Kress. On 11/03/2025, she executed multiple open‑market sales pursuant to a Rule 10b5‑1 trading plan adopted on March 4, 2025. Reported tranches include 14,830 shares sold at a weighted average price of $207.9239, plus additional sales such as 4,280 shares at $207.0334 and 4,011 shares at $208.9187. Following these transactions, beneficial ownership was listed as 2,828,122 shares direct, and indirect holdings included 123,060 shares by trust and 752,934 shares by a limited liability company, with other family and grantor retained annuity trust positions disclosed. Weighted average price ranges for the tranches span $206.425 to $211.185.

Insights

Insider transactions analyst

Routine 10b5‑1 insider sales; neutral signal

The filing lists multiple open‑market sales by NVIDIA’s CFO on 11/03/2025 under a pre‑set Rule 10b5‑1 plan adopted on March 4, 2025. Tranches show weighted average prices, including $207.0334, $207.9239, and $208.9187, with additional sales reported within stated ranges.

Post‑transaction, the filing shows 2,828,122 shares direct and indirect positions such as 123,060 by trust and 752,934 by a limited liability company. These are administrative ownership updates; pricing ranges of $206.425–$211.185 are provided for transparency.

As a routine 10b5‑1 program sale, this does not by itself indicate a change in business outlook. Actual impact depends on the pre‑established plan terms disclosed.

Insider Trade Summary

Net Seller: 47,640 shares ($9,924,869)

Net Sell 19 txns

Insider Kress Colette

Role EVP & Chief Financial Officer

Sold 47,640 shs ($9.92M)

Type	Security	Shares	Price	Value
Sale	Common	4,280	$207.0334	$886K
Sale	Common	14,830	$207.9239	$3.08M
Sale	Common	4,011	$208.9187	$838K
Sale	Common	2,297	$209.9018	$482K
Sale	Common	2,222	$210.8573	$469K
Sale	Common	1,508	$207.0374	$312K
Sale	Common	5,402	$207.9283	$1.12M
Sale	Common	1,475	$208.92	$308K
Sale	Common	854	$209.9028	$179K
Sale	Common	761	$210.8431	$160K
Sale	Common	1,514	$207.0295	$313K
Sale	Common	5,360	$207.9333	$1.11M
Sale	Common	1,521	$208.9188	$318K
Sale	Common	873	$209.9023	$183K
Sale	Common	732	$210.8336	$154K
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--
holding	Common	--	--	--

Holdings After Transaction: Common — 2,851,482 shares (Direct); Common — 131,552 shares (Indirect, By Trust)

Footnotes (1)

1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $206.425 to $207.420. 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. Represents weighted average sales price. The shares were sold at prices ranging from $207.425 to $208.410. 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. Represents weighted average sales price. The shares were sold at prices ranging from $208.425 to $209.395. 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. Represents weighted average sales price. The shares were sold at prices ranging from $209.425 to $210.415. 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. Represents weighted average sales price. The shares were sold at prices ranging from $210.425 to $211.185. 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.

Form 4 Insider Transactions: What Each Field Means →

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)
11/03/2025

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	11/03/2025		S(1)		4,280	D	$207.0334(2)	2,851,482	D
Common	11/03/2025		S(1)		14,830	D	$207.9239(3)	2,836,652	D
Common	11/03/2025		S(1)		4,011	D	$208.9187(4)	2,832,641	D
Common	11/03/2025		S(1)		2,297	D	$209.9018(5)	2,830,344	D
Common	11/03/2025		S(1)		2,222	D	$210.8573(6)	2,828,122	D
Common	11/03/2025		S(1)		1,508	D	$207.0374(2)	131,552	I	By Trust
Common	11/03/2025		S(1)		5,402	D	$207.9283(3)	126,150	I	By Trust
Common	11/03/2025		S(1)		1,475	D	$208.92(4)	124,675	I	By Trust
Common	11/03/2025		S(1)		854	D	$209.9028(5)	123,821	I	By Trust
Common	11/03/2025		S(1)		761	D	$210.8431(6)	123,060	I	By Trust
Common	11/03/2025		S(1)		1,514	D	$207.0295(2)	761,420	I	By Limited Liability Company
Common	11/03/2025		S(1)		5,360	D	$207.9333(3)	756,060	I	By Limited Liability Company
Common	11/03/2025		S(1)		1,521	D	$208.9188(4)	754,539	I	By Limited Liability Company
Common	11/03/2025		S(1)		873	D	$209.9023(5)	753,666	I	By Limited Liability Company
Common	11/03/2025		S(1)		732	D	$210.8336(6)	752,934	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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.

2. Represents weighted average sales price. The shares were sold at prices ranging from $206.425 to $207.420. 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.

3. Represents weighted average sales price. The shares were sold at prices ranging from $207.425 to $208.410. 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.

4. Represents weighted average sales price. The shares were sold at prices ranging from $208.425 to $209.395. 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.

5. Represents weighted average sales price. The shares were sold at prices ranging from $209.425 to $210.415. 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 $210.425 to $211.185. 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	11/05/2025
	** 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 did NVIDIA (NVDA) disclose in this Form 4?

Multiple open‑market share sales by CFO Colette Kress on 11/03/2025 under a Rule 10b5‑1 trading plan adopted on March 4, 2025.

What are examples of the NVDA shares sold and prices?

Examples include 14,830 shares at a weighted average $207.9239 and 4,280 shares at $207.0334.

What price ranges did the NVDA trades cover?

Weighted average price ranges span $206.425 to $211.185 across the reported tranches.

How many NVDA shares does the CFO hold directly after the sales?

Direct beneficial ownership is listed as 2,828,122 shares following the reported transactions.

What indirect NVDA holdings were reported after the transactions?

Indirect holdings include 123,060 shares by trust and 752,934 shares by a limited liability company, plus other family and GRAT positions.

Was the trading under a pre‑arranged plan?

Yes. The filing states trades were effected under a Rule 10b5‑1 plan adopted on March 4, 2025.