NVIDIA (NVDA) EVP Puri trust sells shares under 10b5-1 plan filing

Rhea-AI Filing Summary

NVIDIA CORP executive Ajay K. Puri reported preset-plan share sales by his trust. On January 7, 2026, the Ajay K. Puri Revocable Trust, for which he serves as trustee, sold 71,007, 128,793 and 200 shares of NVIDIA common stock in three open-market transactions at weighted average prices of $187.2513, $188.1294 and $188.5825, respectively. The filing states these transactions were effected under a Rule 10b5-1 trading plan adopted on September 19, 2025.

After these sales, the revocable trust held 3,818,547 NVIDIA shares indirectly for Puri. Separately, he held 556,232 shares directly, and 46,360 shares were held by The Puri 2019 Irrevocable Children's Trust, where he is trustee and disclaims beneficial ownership except for any pecuniary interest.

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

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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).

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)
01/07/2026

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	01/07/2026		S(1)		71,007	D	$187.2513(2)	3,947,540	I	By Trust(3)
Common Stock	01/07/2026		S(1)		128,793	D	$188.1294(4)	3,818,747	I	By Trust(3)
Common Stock	01/07/2026		S(1)		200	D	$188.5825(5)	3,818,547	I	By Trust(3)
Common Stock								556,232	D
Common Stock								46,360	I	By Children's Trust(6)

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 $186.580 to $187.565. 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. The shares are held by the Ajay K. Puri Revocable Trust dtd 12/10/2015, of which the Reporting Person is trustee.

4. Represents weighted average sales price. The shares were sold at prices ranging from $187.570 to $188.560. 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 $188.580 to $188.585. 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. 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	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NVIDIA (NVDA) report for Ajay K. Puri?

NVIDIA reported that executive Ajay K. Puri, through the Ajay K. Puri Revocable Trust, sold NVIDIA common stock in three open-market transactions on January 7, 2026, as disclosed on a Form 4.

How many NVIDIA shares did the Puri revocable trust sell on January 7, 2026?

The revocable trust sold 71,007, 128,793 and 200 shares of NVIDIA common stock in three separate transactions on January 7, 2026, all reported as sale code "S" on the Form 4.

At what prices were the NVIDIA (NVDA) shares sold by the Puri trust?

The filing shows weighted average sale prices of $187.2513, $188.1294 and $188.5825 per share. Footnotes explain that actual sales occurred in price ranges around each average and that full price-by-share details are available on request.

Was the NVIDIA insider sale by Ajay K. Puri under a Rule 10b5-1 trading plan?

Yes. A footnote states that the reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 19, 2025.

How many NVIDIA shares did Ajay K. Puri report owning after these transactions?

After the reported sales, the revocable trust held 3,818,547 NVIDIA shares indirectly for Puri. The Form 4 also reports 556,232 shares held directly and 46,360 shares held by The Puri 2019 Irrevocable Children's Trust, where he is trustee and disclaims beneficial ownership except for any pecuniary interest.

How are the NVIDIA shares held through trusts characterized in this Form 4 filing?

The revocable trust holdings are reported as indirect ownership "By Trust" with Puri as trustee. The children's trust holdings are reported as indirect ownership "By Children's Trust," and a footnote states that Puri disclaims beneficial ownership of those shares except to the extent of any pecuniary interest.

What is Ajay K. Puri’s role at NVIDIA as shown in this Form 4?

The Form 4 lists Ajay K. Puri as an officer of NVIDIA with the title EVP, Worldwide Field Ops and indicates the filing is made by one reporting person.