NVIDIA insider Teter transfers 31,613 vested shares to family trust; tax-withheld 37,090 shares

Rhea-AI Filing Summary

NVIDIA Corp (NVDA) Form 4: Timothy S. Teter, EVP, General Counsel and Secretary, reported transactions on 09/17/2025. The filing shows 37,090 shares disposed at an average price of $174.88 (reported as withheld by the issuer to satisfy taxes on vested restricted stock units). After that disposition, Mr. Teter is reported to directly own 447,903 shares. The filing also discloses an indirect beneficial ownership of 2,597,935 shares held by The Horne Teter Family Living Trust; 31,613 newly vested shares were transferred without consideration to that Trust. The form is signed by an attorney-in-fact and contains explanatory notes describing the tax withholding and trust transfer.

Positive

• None.

Negative

• 37,090 shares disposed were reported as withheld to satisfy taxes, reducing the reporting person’s direct holdings by that amount.
• 31,613 vested shares were transferred without consideration to The Horne Teter Family Living Trust, shifting beneficial ownership from direct to indirect.

Insights

Securities Analyst

TL;DR: Insider reported tax-withheld dispositions on vested RSUs and a transfer of vested shares into a family trust, modestly changing direct holdings.

The reported 37,090-share disposition represents shares withheld to satisfy tax obligations on vested restricted stock units; this is an administrative, non-market-sale disposition and does not indicate an open-market liquidation. The filing confirms 31,613 shares vested and were delivered, with those same shares transferred to The Horne Teter Family Living Trust without consideration, creating the reported 2,597,935-share indirect position. For investors, these actions are routine compensation and estate-planning movements rather than signaling corporate or operational developments. Disclosure appears complete with explanations and signature by an attorney-in-fact.

Corporate Governance Expert

TL;DR: The transactions are consistent with standard post-vesting tax withholding and trust transfers; governance disclosure standards were followed.

The Form 4 clearly identifies the reporting person, relationship to the issuer, transaction dates, codes, quantities, and the nature of indirect ownership (a family trust). The transfer of vested shares to a revocable family trust and the withholding to satisfy taxes are customary and appropriately disclosed. No indication in the filing of unusual or non-routine governance actions, executive departures, or pledging of shares. The signature block shows the filing was executed by an attorney-in-fact, which is permissible under the rules.

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).

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^*

Teter Timothy S.

(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, General Counsel and Sec

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 Stock	09/17/2025		F		37,090(1)	D	$174.88	447,903(2)(3)	D
Common Stock								2,597,935(3)	I	The Horne Teter Family Living Trust, dated February 1, 2019(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 31,613 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

3. Reflects 31,613 shares transferred without consideration from the Reporting Person to The Horne Teter Family Living Trust, dated 02/01/2019, of which the Reporting Person is trustee (the "Trust").

4. Shares are held by the Trust.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Timothy S. Teter	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 transactions did NVDA insider Timothy S. Teter report on the Form 4?

The Form 4 reports a 09/17/2025 disposition of 37,090 shares (withheld for taxes) and a transfer of 31,613 vested shares to a family trust.

How many NVDA shares does Timothy S. Teter own after the reported transactions?

Following the reported transactions, Mr. Teter is shown to directly own 447,903 shares and have an indirect beneficial interest in 2,597,935 shares via The Horne Teter Family Living Trust.

What was the reported price for the disposed NVDA shares?

The filing shows a reported price of $174.88 associated with the disposition of 37,090 shares.

Why were shares disposed of according to the Form 4?

The filing explains the 37,090-share disposition represents shares withheld by the issuer to satisfy taxes due on vested restricted stock units.

Who holds the indirect NVDA shares reported by the insider?

The indirect holdings of 2,597,935 shares are held by The Horne Teter Family Living Trust, dated February 1, 2019, of which the reporting person is trustee.