Form 4: NVIDIA Director Sells 250,000 Shares in Pre-Planned Trade
Insider Trading Report
NVIDIA Director Harvey C. Jones sold 250,000 shares of common stock for approximately $44.3 million through a pre-arranged 10b5-1 plan.
Summary
- Harvey C. Jones, a Director of NVIDIA Corporation, sold 250,000 shares of NVIDIA common stock.
- The transaction occurred on December 15, 2025, at a weighted average price of $177.3338 per share, with prices ranging from $177.000 to $177.9582.
- The total value of the shares sold is approximately $44,333,450.
- The sale was executed pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
- Following the transaction, Mr. Jones beneficially owns 6,933,280 shares indirectly through the H.C. Jones Living Trust and 70,407 shares directly.
Sentiment
Score: 5
Explanation: While the sale is significant in volume, it was pre-planned under a 10b5-1 plan, which mitigates the negative signal typically associated with insider selling. The director still retains a substantial holding.
Positives
- The sale was conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not based on new, non-public information.
- Mr. Jones retains a significant beneficial ownership of 7,003,687 shares (6,933,280 indirect + 70,407 direct) after the transaction, demonstrating continued alignment with shareholder interests.
Negatives
- A director selling a substantial number of shares, even if pre-planned, can sometimes be perceived as a slight negative signal regarding future growth prospects or valuation by some investors.
Future Outlook
NA
Industry Context
This filing is specific to an individual insider transaction and does not provide broader industry context.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Harvey C. Jones granted a Power of Attorney to Timothy S. Teter, Rebecca Peters, Tina Ashcraft, Melissa Abernathy, and John T. McKenna to prepare, execute, and submit Forms 3, 4, and 5 on his behalf. This revokes any prior powers of attorney related to this subject matter. | 12/15/2025 | Streamlines the process for Mr. Jones to comply with Section 16(a) reporting requirements by designating authorized individuals to handle SEC filings. |
Stakeholder Impact
- Shareholders may interpret the sale as a slight negative signal, though the 10b5-1 plan mitigates this. The director's continued significant holding suggests ongoing alignment with company performance.
Next Steps
- The Reporting Person will provide full information regarding the number of shares sold at each separate price upon request to the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
Key Dates
| Date | Description |
|---|---|
| 12/15/2025 | Date of earliest transaction (sale of common stock by Harvey C. Jones). |
| 12/15/2025 | Date of execution of Power of Attorney by Harvey C. Jones. |
| 12/17/2025 | Date of filing of Form 4. |
Recommendation
holdThe Form 4 reports a pre-planned sale by a director, which is a routine event for many executives and directors managing their personal portfolios. The 10b5-1 plan mitigates concerns about opportunistic selling. The director retains a substantial stake in the company, indicating continued confidence. This filing alone does not provide sufficient new information to warrant a change from a 'hold' position, assuming the underlying fundamentals of NVIDIA remain strong.
Keywords
NVIDIA, NVDA, Harvey C. Jones, Director, Insider Sale, Form 4, Stock Transaction, 10b5-1 Plan, Common Stock
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