Form 4: NVIDIA Director Sells Over 96,000 Shares Under Pre-Planned Tax Obligation Plan

A. Brooke Seawell, a Director at NVIDIA Corporation, sold 96,904 shares of common stock in July 2025 through a pre-arranged Rule 10b5-1 trading plan to meet estate tax obligations.

Summary

• A. Brooke Seawell, a Director of NVIDIA Corporation (NVDA), reported the sale of 96,904 shares of common stock.
• The sales occurred on July 11, 2025, and July 14, 2025.
• On July 11, 2025, a total of 48,112 shares were sold at weighted average prices ranging from $164.2132 to $167.7859.
• On July 14, 2025, a total of 48,792 shares were sold at weighted average prices ranging from $162.671 to $165.1422.
• The transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on March 19, 2025.
• The purpose of the sales was to meet estate tax obligations.
• Following these transactions, A. Brooke Seawell beneficially owns 4,239,865 shares of NVIDIA common stock, comprising 10,387 shares held directly, 1,729,478 shares held indirectly by an Administrative Trust, and 2,500,000 shares held indirectly by a Survivor Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale typically carries a negative connotation, the fact that it was pre-planned under a Rule 10b5-1 plan specifically to meet estate tax obligations mitigates any negative signal regarding the director's confidence in the company's future prospects.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not a discretionary sale based on new information, which often mitigates negative market interpretation.
• The stated reason for the sale is to meet estate tax obligations, providing a clear, non-performance-related rationale for the transaction.

Negatives

• The transaction represents a reduction in direct and indirect beneficial ownership by a company director, totaling 96,904 shares.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding NVIDIA's future performance or strategic direction.

Management Comments

• The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 19, 2025, to meet estate tax obligations.

Industry Context

This Form 4 filing is specific to an insider transaction at NVIDIA and does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Shares are held indirectly by The Rosemary and A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, and The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, but the pre-planned nature and stated reason for tax obligations are unlikely to significantly impact investor confidence.

Key Dates

Keywords

NVIDIA, NVDA, Form 4, Insider Trading, Stock Sale, Director, Beneficial Ownership, 10b5-1 Plan, Estate Tax