NVIDIA (NVDA) EVP Ajay Puri’s trust sells 200,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

NVIDIA Corporation executive Ajay K. Puri’s affiliated trust sold 200,000 shares of NVIDIA common stock on January 21, 2026. The sale, reported on Form 4, was executed by the Ajay K. Puri Revocable Trust, for which he serves as trustee, at a weighted average price of $180.0358 per share under a pre-arranged Rule 10b5-1 trading plan adopted on September 19, 2025.

After this transaction, the revocable trust held 3,618,547 NVIDIA shares. Separately, Puri held 556,232 shares directly, and a children’s trust where he is trustee held 46,360 shares, with Puri disclaiming beneficial ownership of those children’s trust shares except to the extent of any pecuniary interest. Puri serves as NVIDIA’s Executive Vice President, Worldwide Field Operations.

Insights

Equity markets analyst

Large pre-planned sale by EVP-linked trust, but substantial holdings remain.

The filing shows a trust associated with NVIDIA EVP Ajay K. Puri sold 200,000 shares of NVIDIA common stock on January 21, 2026. The weighted average sale price was $180.0358 per share, and the transaction was carried out under a Rule 10b5-1 trading plan adopted on September 19, 2025, indicating it was pre-scheduled rather than opportunistic.

Following the sale, the revocable trust still held 3,618,547 shares, while Puri held 556,232 shares directly. An additional 46,360 shares were held by a 2019 irrevocable children’s trust, where he is trustee and disclaims beneficial ownership except for any pecuniary interest. Overall, the disclosure highlights ongoing significant exposure to NVIDIA equity alongside portfolio diversification activity via an established trading plan.

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^*

Puri Ajay K

(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, Worldwide Field Ops

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		S(1)		200,000	D	$180.0358(2)	3,618,547	I	By Trust(3)
Common Stock								556,232	D
Common Stock								46,360	I	By Children's Trust(4)

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 September 19, 2025.

2. Represents weighted average sales price. The shares were sold at prices ranging from $180.000 to $180.170. The Reporting Person will provide upon request, to the Securities and Exchange Commission, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. The shares are held by the Ajay K. Puri Revocable Trust dtd 12/10/2015, of which the Reporting Person is trustee.

4. The shares are held by The Puri 2019 Irrevocable Children's Trust dtd 12/06/2019, of which the Reporting Person is trustee. Mr. Puri disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Ajay K. Puri	01/23/2026
	** 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.
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FAQ

Who is the insider involved in this NVIDIA (NVDA) Form 4 filing?

The insider is Ajay K. Puri, who serves as Executive Vice President, Worldwide Field Operations at NVIDIA Corporation.

How many NVIDIA (NVDA) shares were sold in this transaction and at what price?

A trust associated with Ajay K. Puri sold 200,000 shares of NVIDIA common stock at a weighted average price of $180.0358 per share, with individual sale prices ranging from $180.000 to $180.170.

Was the NVIDIA (NVDA) insider sale by Ajay K. Puri pre-planned?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Ajay K. Puri on September 19, 2025.

How many NVIDIA (NVDA) shares does the Puri revocable trust hold after the sale?

After the transaction, the Ajay K. Puri Revocable Trust, for which he is trustee, held 3,618,547 shares of NVIDIA common stock.

What are Ajay K. Puri’s other reported NVIDIA (NVDA) holdings?

In addition to the revocable trust holdings, Ajay K. Puri reported 556,232 shares held directly and 46,360 shares held by a 2019 irrevocable children’s trust, where he is trustee and disclaims beneficial ownership except to the extent of any pecuniary interest.

How are the NVIDIA (NVDA) shares attributed between Ajay K. Puri and related trusts?

The Form 4 states that shares sold and held in the Ajay K. Puri Revocable Trust are held by that trust with Puri as trustee, while shares in the Puri 2019 Irrevocable Children's Trust are held by that trust, with Puri disclaiming beneficial ownership of those shares except for any pecuniary interest.