NVIDIA EVP Ajay K. Puri Sells Approximately $37 Million in Company Shares, Emphasizing Planned Liquidation Over Control Dilution

Large-Scale Insider Sale Overview

NVIDIA CORP (NVDA) disclosed in an SEC Form 4 filing on January 9 that Ajay K. Puri, Executive Vice President of Worldwide Field Operations, sold approximately 199,000 shares of common stock under a pre-set *Rule 10b5-1* trading plan on January 7, 2026, generating roughly $37 million in proceeds. The weighted-average sale price ranged between $187.25 and $188.58 per share.

Transaction Structure and Remaining Ownership

• The sale was executed from shares indirectly held through the “Ajay K. Puri Revocable Trust,” not from Puri’s direct holdings.

• The trust sold shares in three separate transactions:

  Shares Sold	Proceeds (USD)
  71,007	$13.29 million
  128,793	$24.23 million
  200	$0.038 million

- After these transactions, the trust’s holdings declined from about 4,017,547 to 3,818,547 shares. - Puri still directly owns 556,232 shares and indirectly holds 46,360 shares through a child trust established in 2019; he disclaims beneficial ownership of the child trust shares except to the extent of his economic interest.

Market Impact: Short-Term Sentiment vs. Long-Term Fundamentals

From an investor’s perspective, a large insider sale can weigh on sentiment in the near term—especially when a key sales executive liquidates substantial stock. Some investors may view this as a signal that NVIDIA’s valuation has peaked or question future upside. However, because these trades followed a pre-established Rule 10b5-1 plan and Puri retains equity worth hundreds of millions of dollars, the market can interpret the sale as a planned liquidity event rather than a loss of confidence in NVIDIA’s long-term outlook.

Insider Ownership Structure and Long-Term Incentive Interpretation

Puri’s substantial direct and indirect holdings indicate his compensation remains closely tied to NVIDIA’s share performance. Based on the weighted-average sale prices, the trust’s remaining stake is valued at about $719 million, while Puri’s direct holdings exceed $104 million. This suggests the sale served asset diversification and liquidity-planning purposes rather than equity liquidation. Although short-term volatility may rise on insider-sale news, NVIDIA’s core profitability, growth trajectory, and an executive incentive structure anchored in equity ownership support the view that long-term fundamentals remain intact.