NVDA.NASDAQNvidia CORP

Form 4: NVIDIA Director Sells $88M in Stock Under 10b5-1 Plan

Sentiment:

Insider Transaction Report


NVIDIA Director Mark A. Stevens sold a total of 497,797 shares of common stock across two transactions in mid-September 2025, totaling approximately $88.5 million.

Worse than expectedA director's sale of a substantial number of shares, totaling approximately $88.5 million, can be interpreted as a negative signal by the market, potentially indicating a 'worse' outlook if not fully explained by other factors such as diversification or liquidity needs.

Summary

  • Mark A. Stevens, a Director of NVIDIA Corporation, reported sales of common stock.
  • On September 11, 2025, 200,000 shares were sold at a weighted average price of $177.4701 per share, totaling approximately $35,494,020.
  • On September 12, 2025, 297,797 shares were sold at a weighted average price of $178.1899 per share, totaling approximately $53,069,980.
  • The sales were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities (Rule 10b5-1(c)).
  • Following these transactions, Stevens beneficially owns 11,543,401 shares directly, 7,749,803 shares indirectly through the Third Millennium Trust, and 16,070,550 shares indirectly through the Envy Trust.
  • The total number of shares sold across both transactions was 497,797.
  • The approximate total value of shares sold was $88,564,000.

Sentiment

Score: 3

Explanation: A director's sale of a significant number of shares, totaling approximately $88.5 million, is generally perceived negatively by the market, although it was executed under a Rule 10b5-1 plan, which suggests pre-planned diversification rather than immediate market timing.

Negatives

  • A director sold a significant number of shares (497,797 shares) over two days.
  • The total value of shares sold was approximately $88.5 million, which can be perceived as a negative signal by the market.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

  • The shares sold on September 11 and 12, 2025, were held by the Third Millennium Trust, of which the reporting person and his wife are co-trustees.
  • Additional indirect holdings are held by the Envy Trust u/a/d December 7, 2021, of which the reporting person is trustee.

Stakeholder Impact

  • Shareholders may perceive the director's significant stock sales as a negative signal regarding future company performance or valuation, potentially leading to downward pressure on the stock price.

Key Dates

DateDescription
2021-12-07Date of the Envy Trust u/a/d.
2025-09-11Transaction date for the sale of 200,000 shares of common stock.
2025-09-12Transaction date for the sale of 297,797 shares of common stock.
2025-09-15Date the Form 4 was signed.

Recommendation

hold

While the sales were executed under a Rule 10b5-1 plan, indicating pre-planned diversification rather than immediate market timing, a director's sale of nearly $88.5 million in stock is a significant event. This could be interpreted as a signal of reduced confidence or a move to lock in gains. Investors should monitor future insider activity and company performance, but this event alone does not warrant a 'sell' given the pre-planned nature, nor a 'buy' due to the potential negative sentiment.

Keywords

NVIDIA, NVDA, Mark A. Stevens, Director, Insider Trading, Stock Sale, Form 4, Beneficial Ownership, 10b5-1 Plan

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