NVDA Form 4: Mark Stevens Sells Nearly 500K Shares via Trusts

Rhea-AI Filing Summary

Insider sales by NVIDIA director Mark A. Stevens. The Form 4 shows Mr. Stevens, a director, sold 200,000 shares of NVIDIA common stock on 09/11/2025 at a weighted average price of $177.4701 and sold 297,797 shares on 09/12/2025 at a weighted average price of $178.1899. The filings state the shares sold were held indirectly by the Third Millennium Trust (co-trustee with his spouse) and that Mr. Stevens is trustee of the Envy Trust. Post-transaction beneficial ownership figures reported include 8,047,600 shares (indirect) after the 09/11 sale and 7,749,803 shares (indirect) after the 09/12 sale; other reported holdings include 11,543,401 shares direct and 16,070,550 shares indirect via the Envy Trust. The filer certified the form on 09/15/2025 and offered to provide per-price sale details to the SEC on request.

Insights

Securities Analyst

TL;DR: Director sold 497,797 NVDA shares across two days at ~$177–$178, reducing indirect holdings.

The reported transactions are clear sales, totaling 497,797 shares sold on 09/11/2025 and 09/12/2025 at weighted average prices of $177.4701 and $178.1899, respectively. Sales were from trusts where the reporting person serves as trustee or co-trustee, and the filer discloses both direct and indirect beneficial ownership counts post-transaction. From an investor-significance perspective, the filing documents a meaningful insider disposition in absolute share terms but does not include explanations for the sales; the form notes the filer will provide per-price breakdowns on request. This is a routine Section 16 disclosure with clear transaction details.

Corporate Governance Expert

TL;DR: Transactions comply with Section 16 disclosure rules; trust holdings and trustee roles are identified.

The Form 4 appropriately identifies the reporting person as a director and discloses indirect ownership through the Third Millennium Trust and the Envy Trust. The filing includes weighted average sale prices and an offer to supply detailed per-price amounts to the SEC, which supports transparency. There is no indication of policy breaches or undisclosed related-party transactions in the document. The transactions reduce reported indirect holdings but the form does not provide any contextual explanation for the sales, which is typical for Form 4 disclosures.

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).

1. Name and Address of Reporting Person^*

STEVENS MARK A

(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)
09/11/2025

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	09/11/2025		S		200,000	D	$177.4701(1)	8,047,600	I	By Trust(2)
Common Stock	09/12/2025		S		297,797	D	$178.1899(3)	7,749,803	I	By Trust(2)
Common Stock								11,543,401	D
Common Stock								16,070,550	I	By the Envy 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 weighted average sales price. The shares were sold at prices ranging from $177.250 to $177.736. 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.

2. Held by the Third Millennium Trust, of which the Reporting Person and his wife are co-trustees.

3. Represents weighted average sales price. The shares were sold at prices ranging from $177.600 to $178.591. 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.

4. Held by the Envy Trust u/a/d December 7, 2021, of which the Reporting Person is trustee.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Mark A. Stevens	09/15/2025
	** 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 shares did Mark A. Stevens sell according to the NVDA Form 4?

The Form 4 reports sales of 200,000 NVDA shares on 09/11/2025 and 297,797 NVDA shares on 09/12/2025.

At what prices were the NVDA shares sold in the Form 4?

The sales were reported at weighted average prices of $177.4701 (09/11/2025) and $178.1899 (09/12/2025); per-price breakdowns are available from the filer upon request.

How many NVDA shares does Mark A. Stevens beneficially own after these transactions?

The filing shows 8,047,600 shares indirect after the 09/11 sale and 7,749,803 shares indirect after the 09/12 sale; it also reports 11,543,401 shares direct and 16,070,550 indirect via the Envy Trust in other entries.

Who held the shares that were sold in the Form 4?

The sold shares were held by the Third Millennium Trust, where Mr. Stevens and his wife are co-trustees, per the filing.

When was the Form 4 signed and filed?

The signature block shows the form was signed by Rebecca Peters, Attorney-in-Fact for Mark A. Stevens, on 09/15/2025.