[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

NVIDIA Corporation (NVDA) director A. Brooke Seawell filed a Form 4 covering activity on 26 June 2025. The filing shows the automatic, cost-free award (Transaction Code “A”) of 1,799 restricted stock units (RSUs) granted as part of the company’s annual board compensation program. These RSUs carry a two-step vesting schedule:

• 50 % on 19 Nov 2025
• 50 % on 20 May 2026

If Seawell’s board service ends due to death, the award vests immediately.

Following the grant, the director’s direct holdings stand at 10,387 common shares. Substantial additional ownership is reported indirectly through three family trusts: 1,000,000 shares (Revocable Trust), 1,679,361 shares (Administrative Trust) and 2,000,000 shares (Survivor Trust). No shares were sold or otherwise disposed of in the reported period.

The filing reflects routine board equity compensation and signals continued insider alignment, but it does not involve open-market purchasing or selling that might indicate a directional view on NVIDIA’s valuation.

Insights

Financial Analyst

TL;DR – Routine RSU grant; no buying or selling pressure signalled.

The transaction is a standard annual equity award for board service, priced at $0, with no cash outlay and no disposals. While the incremental 1,799 RSUs are immaterial versus NVIDIA’s float, Seawell’s aggregate beneficial stake—over 4.6 million shares via trusts—remains significant, aligning the director’s interests with shareholders. Because the grant is pre-scheduled and non-market, it offers limited insight into management’s valuation outlook and should not materially affect the share price.

Corporate Governance Specialist

TL;DR – Filing confirms ongoing equity-based board compensation; governance practices intact.

The staggered vesting structure conforms to typical director pay plans, promoting medium-term board engagement. Immediate vesting upon death is a common protective clause, not a red flag. Absence of sales suggests no liquidity-driven behaviour. The sizable trust allocations underline robust insider ownership but are unchanged, indicating stability in the governance framework. Overall impact on governance risk profile is neutral.

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
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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)
06/26/2025

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	06/26/2025		A		1,799	A	$0(1)	10,387	D
Common Stock								1,000,000	I	By Trust(2)
Common Stock								1,679,361	I	By Administrative Trust(3)
Common Stock								2,000,000	I	By Survivor 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. 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 19, 2025 and 50% of the shares on May 20, 2026. 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 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 Rosemary and A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

4. 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	06/30/2025
	** 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.
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FAQ

How many NVIDIA (NVDA) shares did Director A. Brooke Seawell receive in this Form 4?

The director was granted 1,799 restricted stock units on 26 June 2025.

What was the transaction code reported in the Form 4 for NVDA?

The filing lists Transaction Code “A”, indicating an award of securities.

When will the newly granted RSUs to NVDA director Seawell vest?

They vest 50 % on 19 Nov 2025 and 50 % on 20 May 2026.

What is Director Seawell’s total direct share ownership after the transaction?

Direct ownership increased to 10,387 common shares.

Does the Form 4 indicate any sale of NVDA shares by the director?

No. The filing reports only an acquisition; no shares were sold.

How many NVDA shares are held indirectly by Seawell through trusts?

The director reports 1,000,000, 1,679,361, and 2,000,000 shares held in three separate trusts.