[Form 4] NVIDIA CORP Insider Trading Activity

Rhea-AI Filing Summary

NVIDIA CFO Colette Kress reported multiple transactions in NVDA common stock. On 09/17/2025, 43,100 shares were withheld to satisfy taxes related to vested restricted stock units at an average price of $174.88, leaving 2,913,902 shares beneficially owned. On 09/19/2025 the reporting person effected planned sales under a Rule 10b5-1 trading plan adopted March 4, 2025, disposing of a total of 50,500 shares across several sale tranches at weighted-average prices from $175.315 to $178.055, leaving 2,883,402 shares directly owned and additional indirect holdings through trusts and entities disclosed in the form. The filing was signed by an attorney-in-fact on behalf of Ms. Kress.

Positive

• Use of a Rule 10b5-1 trading plan (adopted 03/04/2025) indicates pre-planned, compliant sales
• Large retained ownership after transactions: approximately 2.88 million shares directly owned plus additional indirect holdings
• Tax withholding for RSU vesting (43,100 shares) shows ordinary compensation-related disposition rather than unexpected divestiture

Negative

• Total dispositions of reported shares equal 93,600 shares (43,100 withheld for taxes plus 50,500 sold on 09/19/2025), which is a meaningful absolute sale volume
• Weighted-average sale prices ranged from approximately $175.32 to $178.06, locking in proceeds at those levels which may be below or above future market moves (market risk noted)

Insights

Financial Analyst

TL;DR Insider sales were executed under a pre-established 10b5-1 plan; large residual ownership remains.

The reported transactions combine tax-related withholding of 43,100 shares upon RSU vesting and systematic sales of 50,500 shares under a 10b5-1 plan on 09/19/2025 at weighted-average prices in the $175–$178 range. While the disposals are sizable in absolute terms (~93,600 shares total), the reporting person retains multi-million share ownership (directly ~2.88 million shares plus indirect interests), so these actions are consistent with routine compensation liquidity and pre-planned trading rather than ad-hoc divestiture. For investors, materiality is limited given continued large insider stake.

Corporate Governance Expert

TL;DR Transactions appear compliant and documented; use of 10b5-1 plan reduces governance concerns.

The filing discloses that the 09/19/2025 sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 03/04/2025 and that shares were withheld to cover taxes on vested RSUs. The form lists direct and indirect ownership (trusts, LLC, immediate family, GRATs), showing transparent beneficial ownership structure. The presence of an executed 10b5-1 plan and attorney-in-fact signature supports procedural compliance; there is no disclosure here of any corrective amendments or unusual exceptions.

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)
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	09/17/2025		F		43,100(1)	D	$174.88	2,913,902(2)	D
Common	09/19/2025		S(3)		17,113	D	$175.9887(4)	2,896,789	D
Common	09/19/2025		S(3)		9,890	D	$176.705(5)	2,886,899	D
Common	09/19/2025		S(3)		3,497	D	$177.5454(6)	2,883,402	D
Common	09/19/2025		S(3)		5,591	D	$175.9888(4)	147,469	I	By Trust
Common	09/19/2025		S(3)		3,282	D	$176.7038(5)	144,187	I	By Trust
Common	09/19/2025		S(3)		1,127	D	$177.5504(6)	143,060	I	By Trust
Common	09/19/2025		S(3)		5,541	D	$175.9896(4)	777,393	I	By Limited Liability Company
Common	09/19/2025		S(3)		3,374	D	$176.7002(5)	774,019	I	By Limited Liability Company
Common	09/19/2025		S(3)		1,085	D	$177.5567(6)	772,934	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. 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 126 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 29, 2025 and 38,399 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 March 4, 2025.

4. Represents weighted average sales price. The shares were sold at prices ranging from $175.315 to $176.305. 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 $176.315 to $177.305. 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 $177.315 to $178.055. 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	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 activity did NVDA CFO Colette Kress report on Form 4?

The filing reports 43,100 shares withheld for taxes on 09/17/2025 and 50,500 shares sold on 09/19/2025 under a Rule 10b5-1 plan.

Were the 09/19/2025 sales by Colette Kress part of a planned trading program?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/04/2025.

How many NVDA shares does the reporting person own after these transactions?

The report shows approximately 2,883,402 shares directly owned after the 09/19/2025 transactions, with additional indirect holdings disclosed through trusts and entities.

What prices were the shares sold at in the reported transactions?

Weighted-average sale prices for the 09/19/2025 transactions are reported in ranges with averages cited between $175.315 and $178.055; specific weighted averages per tranche are provided in the form.

Who signed the Form 4 filing for Colette Kress?

The form was signed by Rebecca Peters, Attorney-in-Fact for Colette Kress on 09/19/2025.