Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Kress Colette 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 & Chief Financial Officer (Last) (First) (Middle) C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY 3. Date of Earliest Transaction (Month/Day/Year) 12/11/2024 (Street) SANTA CLARA, CA 95051 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/11/2024 F 68,620(1) D $135.07 3,418,242(2)(3) D Common 12/13/2024 S(4) 10,602 D $133.2352(5) 3,407,640 D Common 12/13/2024 S(4) 28,003 D $134.0182(6) 3,379,637 D Common 12/13/2024 S(4) 3,384 D $135.1413(7) 3,376,253 D Common 12/13/2024 S(4) 2,618 D $136.0459(8) 3,373,635 D Common 12/13/2024 S(4) 3,074 D $136.9946(9) 3,370,561 D Common 12/13/2024 S(4) 13,330 D $138.1333(10) 3,357,231 D Common 12/13/2024 S(4) 5,659 D $138.88(11) 3,351,572 D Common 767,680 I By Limited Liability Company Common 4,000 I By immediate family member 1 Common 4,000 I By immediate family member 2 Common 733,676 I Grantor Retained Annuity Trust 1 Common 733,676 I Grantor Retained Annuity Trust 2

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Kress Colette C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95051			EVP & Chief Financial Officer

Signatures

/s/ Rebecca Peters, Attorney-in-Fact for Colette Kress	12/13/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	Represents shares withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.
(2)	Includes 61,140 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
(3)	Excludes 733,676 shares contributed to Grantor Retained Annuity Trust 1 and 733,676 shares contributed to Grantor Retained Annuity Trust 2.
(4)	The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 22, 2024.
(5)	Represents weighted average sales price. The shares were sold at prices ranging from $132.59 to $133.58. The Reporting Person will provide upon request, to the Securities and Exchange Commission (the "SEC"), the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(6)	Represents weighted average sales price. The shares were sold at prices ranging from $133.595 to $134.57. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(7)	Represents weighted average sales price. The shares were sold at prices ranging from $134.605 to $135.525. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(8)	Represents weighted average sales price. The shares were sold at prices ranging from $135.65 to $136.525. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(9)	Represents weighted average sales price. The shares were sold at prices ranging from $136.61 to $137.57. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(10)	Represents weighted average sales price. The shares were sold at prices ranging from $137.71 to $138.50. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(11)	Represents weighted average sales price. The shares were sold at prices ranging from $138.59 to $139.155. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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