Nvidia director Mark Stevens sold $947 million of stock in September, with no trading plan noted

Nvidia director Mark A. Stevens sold about $947 million of Nvidia stock in three bursts between Aug. 31 and Sept. 18, according to three Form 4 filings on SEC EDGAR. None of the three carries the footnote that insiders add when a sale is made under a pre-arranged Rule 10b5-1 trading plan. Yahoo Finance reported the sales on Friday, in the wake of Jensen Huang's resignation as CEO. We read the filings ourselves to check the figures.

What the filings show

The three filings, all in Stevens's name, report open-market sales by two family trusts, which the footnotes identify as the Third Millennium Trust (Stevens and his wife are co-trustees) and the Envy Trust (he is trustee). Each price is a weighted average across a range, as the filings explain.

The proceeds are our arithmetic, shares multiplied by each reported price, and they match the "nearly $1 billion" in the Yahoo Finance headline. The final Form 4 shows 970,531 shares still held in one of the trust lines after the Sept. 18 sale. The filings do not say why the shares were sold.

What "no trading plan" does and does not mean

Rule 10b5-1 plans let insiders schedule sales in advance, which is the usual defense against any suggestion that they traded on information the public lacked. Other Nvidia insiders used them in the same period: general counsel Timothy Teter's Aug. 31 and Sept. 21 sales and CFO Colette Kress's Sept. 17 sales each cite a plan, as do Tench Coxe's trust gifts. Stevens's three filings have no such footnote.

That is a fact about the paperwork, not evidence of wrongdoing. Directors can sell outside a plan when the company's trading window is open, and nothing we read links these sales to the events of the past two weeks. They came about eight to ten weeks before Nvidia's Nov. 12 8-K announcing Huang's resignation, and the 8-K gives no reason for it. We have not seen a statement from Stevens or Nvidia on the sales.

The number behind the number

Nvidia last traded at $162.55 on our Friday chart pull, about 32% below its Oct. 6 peak. Against the $223.43 average sale price, that is 27% lower. The same 4.24 million shares at Thursday's $166.19 close would be worth about $704 million, roughly $242 million less than they raised. That comparison is hindsight, not a finding about intent.

Who watches this

• Shareholders and index-fund holders: Nvidia is a top weight in major index funds, so a 401(k) holder owns it whether or not they picked it.
• Options traders: Nvidia reports on Tuesday, Nov. 17. Any new Form 4s must be filed within two business days of a trade, so insider filings during the earnings window are public quickly.
• Congress and the board: lawmakers have summoned Huang and Commerce Secretary Lutnick over the fallout. Whether anyone asks about director sales is unknown.

What to watch

Whether the board's Wachtell Lipton review, described in our earlier coverage, touches trading by insiders, and whether the post-earnings filings show any further sales. See our earnings preview and the stocks section.

Sources: Nvidia Form 4 filings on SEC EDGAR (the three Stevens filings linked above, plus Coxe, Teter and Kress filings for the plan footnotes); Yahoo Finance reporting and quote data; Nvidia Form 8-K of Nov. 12. This is market information, not investment advice.