NVIDIA (NVDA) EVP Shoquist earns large performance-based stock awards

Rhea-AI Filing Summary

NVIDIA CORP executive Debora Shoquist reported equity awards tied to performance goals. On March 2, 2026, she acquired 40,840 and 57,488 shares of common stock through grants classified as awards for no cash consideration, reflecting earned restricted stock units based on pre-established operating plan and multi-year performance goals.

One award will vest 25% on March 18, 2026 and 6.25% every three months until roughly the four-year anniversary of grant. Another award will vest 100% on March 18, 2026, about three years after its grant date. Following these grants, she holds shares both directly and indirectly through the Debora C. Shoquist Revocable Living Trust, where she serves as trustee.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Shoquist Debora

Role EVP, Operations

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	57,488	$0.00	--
Grant/Award	Common Stock	40,840	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 534,019 shares (Direct); Common Stock — 1,424,603 shares (Indirect, By Trust)

Footnotes (1)

1. Represents the number of shares earned based on the achievement of a pre-established operating plan performance goal during the Issuer's fiscal year ended January 25, 2026. The shares earned will vest as to 25% on March 18, 2026 and as to 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant. The shares represent restricted stock units that were received as an award, for no consideration. Includes 219 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2026. Represents the number of shares earned based on achievement of a pre-established performance goal from January 30, 2023 through January 25, 2026. The shares earned will vest as to 100% on March 18, 2026, such that the shares will be fully vested on approximately the three (3) year anniversary of the date of grant. The shares are held by the Debora C. Shoquist Revocable Living Trust, of which the Reporting Person is a trustee.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shoquist Debora

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CA 95051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		A		57,488(1)	A	$0(2)	534,019(3)	D
Common Stock	03/02/2026		A		40,840(4)	A	$0(2)	574,859	D
Common Stock								1,424,603	I	By Trust(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares earned based on the achievement of a pre-established operating plan performance goal during the Issuer's fiscal year ended January 25, 2026. The shares earned will vest as to 25% on March 18, 2026 and as to 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.

2. The shares represent restricted stock units that were received as an award, for no consideration.

3. Includes 219 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2026.

4. Represents the number of shares earned based on achievement of a pre-established performance goal from January 30, 2023 through January 25, 2026. The shares earned will vest as to 100% on March 18, 2026, such that the shares will be fully vested on approximately the three (3) year anniversary of the date of grant.

5. The shares are held by the Debora C. Shoquist Revocable Living Trust, of which the Reporting Person is a trustee.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Debora Shoquist	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did NVIDIA (NVDA) EVP Debora Shoquist report in this Form 4?

Debora Shoquist reported equity awards in the form of common stock grants. These represent restricted stock units earned under pre-established performance goals and awarded for no cash consideration, adding to her direct and trust-held NVIDIA share ownership.

How many NVIDIA shares were granted to Debora Shoquist in the latest awards?

Two awards were reported: one for 40,840 shares and another for 57,488 shares of NVIDIA common stock. Both are classified as grants or awards, received for no cash consideration, and subject to specified performance-based vesting schedules.

What are the vesting terms for Debora Shoquist’s new NVIDIA performance awards?

One earned award vests 25% on March 18, 2026, then 6.25% every three months until about the four-year anniversary of grant. Another earned award vests 100% on March 18, 2026, about three years after its original grant date.

How were the new NVIDIA shares earned by Debora Shoquist determined?

The shares reflect restricted stock units earned under pre-established performance goals. One award is based on NVIDIA’s operating plan for the fiscal year ended January 25, 2026, and another on goals measured from January 30, 2023 through January 25, 2026.

Did Debora Shoquist pay cash for the NVIDIA shares reported in this Form 4?

No, the filing notes the shares are restricted stock units received as an award for no consideration. They are performance-based equity grants rather than open-market purchases, and will vest over time according to the specified schedules.

How does the Debora C. Shoquist Revocable Living Trust relate to her NVIDIA holdings?

Part of Debora Shoquist’s NVIDIA common stock is held indirectly by the Debora C. Shoquist Revocable Living Trust. The filing states she is a trustee of this trust, which means trust-held shares are reported as indirect ownership associated with her.

Were any NVIDIA shares recently acquired through an employee stock purchase plan?

Yes. The footnotes state that her holdings include 219 shares purchased under NVIDIA’s Employee Stock Purchase Plan on February 27, 2026. This amount is included within her reported ownership but is separate from the performance-based restricted stock unit awards.