NVDA insider Seawell reports 520,000-share estate gift, updates holdings

Rhea-AI Filing Summary

NVIDIA Corporation director A. Brooke Seawell reported a change in his holdings of NVIDIA common stock. On 11/24/2025, a transaction coded "G" for gift transferred 520,000 shares of common stock at a stated price of $0, reflecting gifts without consideration for estate distribution to heirs. After this transaction, he reports 12,728 shares held indirectly through an administrative trust, 2,500,000 shares held indirectly through a survivor trust, and 7,137 shares held directly. The filing indicates these trusts are revocable trusts for which he serves as trustee, so the holdings are reported as beneficial ownership.

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

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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)
11/24/2025

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	11/24/2025		G		520,000	D	$0(1)	12,728	I	By Administrative Trust(2)
Common Stock								2,500,000	I	By Survivor Trust(3)
Common Stock								7,137	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. The shares are held by The Rosemary and A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

3. 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	11/26/2025
	** 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 transaction did NVIDIA (NVDA) report in this Form 4?

The Form 4 reports that director A. Brooke Seawell made a transaction coded "G" (gift) on 11/24/2025, transferring 520,000 shares of NVIDIA common stock at a stated price of $0.

What does the Form 4 say about the nature of the 520,000 NVIDIA (NVDA) shares transfer?

The explanation states that the 520,000-share transaction consists of gifts without consideration made for estate distribution to heirs.

How many NVIDIA (NVDA) shares does the reporting person own after the transaction?

After the reported transaction, the director reports 12,728 shares held indirectly through an administrative trust, 2,500,000 shares held indirectly through a survivor trust, and 7,137 shares held directly.

How are the NVIDIA (NVDA) shares held by the trusts characterized in the Form 4?

The filing notes that the shares are held by revocable trusts dated 1/20/2009, where the reporting person is the trustee, so they are reported as indirect beneficial ownership.

Is this NVIDIA (NVDA) Form 4 filed by an individual or a group?

The Form 4 indicates it is filed by one reporting person, and the person’s relationship to NVIDIA is marked as Director.

Does the NVIDIA (NVDA) Form 4 involve any derivative securities?

The section for derivative securities is included in the format, but no derivative transactions or holdings are filled in for this reporting person.