Form 4: NVIDIA CFO Sells Shares Under Pre-Arranged Plan
Insider Transaction Report
NVIDIA's EVP & Chief Financial Officer, Colette Kress, reported the sale of company common stock totaling 50,500 shares and tax-related withholdings of 43,104 shares, all under a pre-arranged Rule 10b5-1 trading plan.
Summary
- Colette Kress, NVIDIA's EVP & Chief Financial Officer, reported transactions involving NVIDIA common stock.
- On December 10, 2025, 43,104 shares were withheld by the Issuer to satisfy tax obligations related to the vesting of restricted stock units, at a price of $184.97 per share.
- On December 12, 2025, a total of 50,500 shares were sold across direct and indirect holdings (via Trust and Limited Liability Company).
- These sales were executed pursuant to a Rule 10b5-1 trading plan adopted on March 4, 2025.
- The sales occurred at weighted average prices ranging from $175.2646 to $182.064 per share.
- Following these transactions, Colette Kress beneficially owns 5,085,864 shares of NVIDIA common stock, including direct and various indirect holdings.
Sentiment
Score: 5
Explanation: Neutral, as the transactions are pre-planned under a Rule 10b5-1 plan, which typically indicates a scheduled liquidity event rather than a reaction to specific company news.
Positives
- The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating planned diversification or liquidity rather than a reaction to specific negative company news.
Negatives
- A significant number of shares (93,604 total, including tax withholdings and sales) were disposed of by a key executive.
Future Outlook
NA
Industry Context
This Form 4 filing reports an insider transaction and does not provide broader industry context or trends.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Colette Kress granted a Power of Attorney to Timothy S. Teter, Rebecca Peters, and Tina Ashcraft to prepare, execute, and submit SEC Forms 3, 4, and 5 on her behalf. | 2025-12-07 | Streamlines the process for the reporting person to comply with Section 16(a) of the Exchange Act by delegating filing responsibilities to designated attorneys-in-fact. |
Related Party Transactions
- Colette Kress holds shares indirectly through a Trust, a Limited Liability Company, immediate family members, and Grantor Retained Annuity Trusts (GRATs 1, 2, and 3).
- Transfers of 282,178 shares were made to satisfy annuity payments from Grantor Retained Annuity Trust 1 and Grantor Retained Annuity Trust 2.
- 2,032,048 shares were contributed to Grantor Retained Annuity Trust 3.
Stakeholder Impact
- Shareholders: The sale of shares by a key executive, even if pre-planned, could be interpreted by some as a liquidity event or diversification strategy rather than a signal of company performance. The overall impact is likely minimal given the pre-planned nature.
Key Dates
| Date | Description |
|---|---|
| 2025-03-04 | Date Rule 10b5-1 trading plan was adopted by Colette Kress. |
| 2025-12-07 | Date Power of Attorney was executed by Colette Kress. |
| 2025-12-10 | Date of shares withheld for tax obligations related to RSU vesting. |
| 2025-12-12 | Date of common stock sales by Colette Kress under Rule 10b5-1 plan. |
Recommendation
holdThe filing reports routine insider transactions by a key executive under a pre-arranged Rule 10b5-1 trading plan. These sales are typically for personal financial planning, diversification, or liquidity and do not usually signal a change in the company's fundamental outlook or performance. Therefore, the filing itself does not provide a basis for a change in investment recommendation, suggesting a 'hold' position remains appropriate based solely on this report.
Keywords
NVIDIA, NVDA, Colette Kress, Insider Trading, Form 4, Stock Sale, Executive Compensation, Rule 10b5-1, Restricted Stock Units
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