NVIDIA (NVDA) EVP Ajay Puri details RSU tax share withholding and 4.6M+ holdings

Rhea-AI Filing Summary

NVIDIA Corporation executive Ajay K. Puri, EVP, Worldwide Field Ops, reported an automatic share withholding related to equity compensation. On 12/10/2025, the company withheld 38,973 shares of common stock at a price of $184.97 per share to cover taxes due upon the vesting of previously granted restricted stock units.

After this transaction, Mr. Puri beneficially owned 556,232 NVIDIA common shares directly, which includes 39,630 shares issued upon restricted stock unit vesting. He also reported indirect ownership of 4,018,547 shares held by the Ajay K. Puri Revocable Trust and 46,360 shares held by The Puri 2019 Irrevocable Children's Trust. He serves as trustee of both trusts and disclaims beneficial ownership of the children's trust shares except to the extent of 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

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).

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)
12/10/2025

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	12/10/2025		F		38,973(1)	D	$184.97	556,232(2)	D
Common Stock								4,018,547	I	By Trust(3)
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. 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 39,630 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

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:

Exhibit 24 - Power of Attorney.

	/s/ Tina Ashcraft, Attorney-in-Fact for Ajay K. Puri	12/12/2025
	** 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) executive Ajay Puri report?

Ajay K. Puri reported that on 12/10/2025, 38,973 shares of NVIDIA common stock were withheld by the company to satisfy taxes due upon the vesting of previously granted restricted stock units, at a price of $184.97 per share.

How many NVIDIA (NVDA) shares does Ajay Puri own directly after this Form 4?

Following the reported transaction, Ajay K. Puri beneficially owned 556,232 shares of NVIDIA common stock directly, including 39,630 shares issued upon the vesting of restricted stock units.

What indirect NVIDIA (NVDA) holdings are reported for Ajay Puri?

Ajay K. Puri reported indirect ownership of 4,018,547 NVIDIA shares held by the Ajay K. Puri Revocable Trust dtd 12/10/2015 and 46,360 shares held by The Puri 2019 Irrevocable Children's Trust dtd 12/06/2019, where he is trustee.

Does Ajay Puri disclaim any beneficial ownership of NVIDIA (NVDA) shares?

Yes. For The Puri 2019 Irrevocable Children's Trust, Mr. Puri disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest, if any.

Was the NVIDIA (NVDA) transaction under a Rule 10b5-1 trading plan?

The form includes a checkbox for indicating transactions made under a Rule 10b5-1(c) trading plan, but the provided content does not show that box marked, so no such designation is indicated here.

What is the nature of the transaction code reported in this NVIDIA (NVDA) Form 4?

The transaction is coded as "F", which denotes shares withheld by the issuer to satisfy tax obligations arising from the vesting of equity awards, rather than an open-market purchase or sale.