Form 4: NVIDIA Director Stevens Gifts, Sells Shares
Insider Transaction Report
NVIDIA Director Mark A. Stevens reported gifting 258,650 shares and selling 222,500 shares of common stock for over $40 million.
Summary
- Mark A. Stevens, a Director of NVIDIA, reported changes in beneficial ownership of common stock.
- On December 18, 2025, Stevens gifted 258,650 shares of common stock without consideration.
- On December 19, 2025, Stevens sold 222,500 shares of common stock at a weighted average price of $180.168 per share, totaling approximately $40,087,620.
- The sales price ranged from $179.960 to $180.505 per share.
- Following these transactions, Stevens' beneficial ownership includes 7,621,453 shares held indirectly by a Trust, 15,017,750 shares held indirectly by the Envy Trust, and 11,543,401 shares held directly.
- An additional 1,052,800 shares were transferred by the Envy Trust to the Third Millennium Trust to satisfy annuity payments.
- The reported transactions were made pursuant to a Rule 10b5-1(c) plan.
Sentiment
Score: 5
Explanation: The filing is a standard Form 4 reporting insider transactions (gifts and sales) by a director, which are often part of pre-planned financial management and do not inherently indicate positive or negative company performance or outlook.
Positives
- The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating pre-planned sales and gifts, which can mitigate concerns about opportunistic insider trading.
Negatives
- Significant insider sales (over $40 million) by a director, even if pre-planned, could be perceived as a lack of confidence by some investors, though often for personal financial planning.
Future Outlook
NA
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Update | Mark A. Stevens executed a new Power of Attorney on December 15, 2025, revoking prior ones, authorizing specific individuals (Timothy S. Teter, Rebecca Peters, Tina Ashcraft, Melissa Abernathy, John T. McKenna) to prepare and file Forms 3, 4, and 5 on his behalf with the SEC. | 12/15/2025 | Streamlines the process for the director to comply with Section 16 reporting obligations by delegating filing authority to company representatives. |
Related Party Transactions
- Gift of 258,650 shares to a Trust where the Reporting Person and his wife are co-trustees.
- Transfer of 1,052,800 shares from the Envy Trust (where Reporting Person is trustee) to the Third Millennium Trust to satisfy annuity payments.
Stakeholder Impact
- Shareholders: Minor impact; routine insider transactions, especially those under a 10b5-1 plan, are generally not seen as highly indicative of future company performance for a large, established company like NVIDIA.
- Employees, Customers, Suppliers, Creditors: No direct impact from this filing.
Next Steps
- Ongoing compliance with Section 16(a) reporting requirements for future transactions by the director.
Key Dates
| Date | Description |
|---|---|
| 12/15/2025 | Power of Attorney executed by Mark A. Stevens. |
| 12/18/2025 | Gift of 258,650 shares of NVIDIA common stock. |
| 12/19/2025 | Sale of 222,500 shares of NVIDIA common stock. |
| 12/22/2025 | Form 4 signed by Attorney-in-Fact. |
Keywords
NVIDIA, NVDA, Mark A. Stevens, Director, Insider Transaction, Stock Sale, Gift, Beneficial Ownership, Form 4, 10b5-1 Plan
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