Form 4: NVIDIA CFO Sells Shares Under Pre-Arranged Plan

NVIDIA's EVP & Chief Financial Officer, Colette Kress, sold a significant number of common shares in September 2025 under a pre-arranged 10b5-1 trading plan.

Summary

• Colette Kress, NVIDIA's EVP & Chief Financial Officer, reported transactions involving NVIDIA common stock.
• On September 17, 2025, 43,100 shares were withheld by NVIDIA at a price of $174.88 to cover tax obligations related to the vesting of restricted stock units.
• On September 19, 2025, a total of 50,500 shares were sold across multiple transactions under a Rule 10b5-1 trading plan adopted on March 4, 2025.
• Direct sales totaled 30,500 shares at weighted average prices ranging from $175.9887 to $177.5454.
• Indirect sales included 10,000 shares held by a Trust and 10,000 shares held by a Limited Liability Company, with weighted average prices ranging from $175.9888 to $177.5567.
• Following these transactions, Colette Kress directly holds 2,883,402 common shares.
• Indirect beneficial ownership includes 143,060 shares via a Trust, 772,934 shares via a Limited Liability Company, 8,000 shares via immediate family members, and 1,467,352 shares via Grantor Retained Annuity Trusts.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider sales can sometimes be viewed negatively, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling, indicating a planned liquidity event rather than a reaction to new information.

Positives

• The transactions were executed under a Rule 10b5-1 trading plan, indicating pre-planned sales and reducing concerns about opportunistic insider trading.

Negatives

• A significant volume of insider sales, totaling 50,500 shares, could be perceived negatively by some investors, although mitigated by the 10b5-1 plan.

Risks

• While executed under a 10b5-1 plan, large insider sales can sometimes be misinterpreted by the market as a lack of confidence, potentially leading to short-term negative sentiment.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding NVIDIA's future outlook.

Industry Context

This filing represents a routine insider transaction for a senior executive at a major technology company. Such pre-planned sales are common for executives managing their personal portfolios and liquidity, especially in high-growth companies like NVIDIA.

Related Party Transactions

• The reported transactions involve the sale of common stock by a key executive (EVP & CFO) of NVIDIA, which constitutes a related party transaction in the context of insider reporting.

Stakeholder Impact

• Shareholders: The sales are routine and pre-planned, so the direct impact on shareholder confidence is likely minimal. However, large insider sales are always observed by the market.
• Employees: No direct impact on employees is indicated by this filing.

Key Dates

Recommendation

This Form 4 filing details routine, pre-planned insider sales by NVIDIA's CFO under a 10b5-1 trading plan. Such transactions are generally not considered indicative of a change in the company's fundamental outlook or a signal for immediate investment action. Therefore, based solely on this filing, a 'hold' recommendation is appropriate, as it does not provide new information to alter an existing investment thesis.

Keywords

NVIDIA, NVDA, Colette Kress, CFO, Form 4, Insider Trading, Stock Sale, 10b5-1 Plan, Restricted Stock Units, Tax Withholding