[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

NVIDIA CEO & President Jen-Hsun Huang filed Form 4 disclosing the sale of 225,000 NVDA common shares on 29–31 Jul 2025 under a pre-arranged Rule 10b5-1 trading plan adopted 20 Mar 2025. Sale prices ranged from $175.27-$183.20, implying gross proceeds of roughly $40 million.

After the transactions, direct ownership fell from 73.90 M to 73.67 M shares. Huang continues to control an additional ~783 M shares indirectly through family trusts, partnerships and LLCs, leaving total beneficial ownership near 857 M shares. Thus, the disposition equals <0.03 % of his total stake and does not materially alter insider alignment.

No derivative activity was reported. Because the trades were executed via a 10b5-1 plan and represent a de-minimis fraction of holdings, the filing is generally seen as routine liquidity rather than a signal of deteriorating insider confidence.

Positive

• Use of Rule 10b5-1 plan reduces regulatory and optics risk around insider sales.
• Sale represents <0.03 % of Huang’s total holdings, maintaining strong management alignment with shareholders.

Negative

• Perception of insider selling can be viewed negatively by some investors even when immaterial.

Insights

Equity Analyst

TL;DR: Routine 10b5-1 sale, tiny vs. holdings—minimal valuation impact.

The 225 k-share sale equates to roughly $40 m, but Huang still owns 857 m shares (≈33 % of basic shares outstanding). Selling <0.03 % of his stake under an established plan is typical executive diversification. Given continuing massive exposure, the transaction should not shift the market’s perception of insider commitment or alter supply-demand dynamics for NVDA stock.

Corporate Governance Specialist

TL;DR: Governance-friendly—pre-arranged plan limits motive concerns; immaterial size.

The use of a Rule 10b5-1 plan adopted months earlier helps mitigate litigation and perception risk around selective timing. The sale provides liquidity while preserving shareholder alignment. No red flags arise regarding control, as multiple trusts maintain majority of the position. Overall, impact is neutral from a governance standpoint.

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).

X

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^*

HUANG JEN HSUN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

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	07/29/2025		S(1)		22,617	D	$175.9113(2)	73,875,608	D
Common Stock	07/29/2025		S(1)		23,643	D	$176.4785(3)	73,851,965	D
Common Stock	07/29/2025		S(1)		8,234	D	$177.877(4)	73,843,731	D
Common Stock	07/29/2025		S(1)		20,062	D	$178.652(5)	73,823,669	D
Common Stock	07/29/2025		S(1)		444	D	$179.3038(6)	73,823,225	D
Common Stock	07/30/2025		S(1)		2,241	D	$176.7086(7)	73,820,984	D
Common Stock	07/30/2025		S(1)		11,141	D	$177.6767(8)	73,809,843	D
Common Stock	07/30/2025		S(1)		37,774	D	$178.7388(9)	73,772,069	D
Common Stock	07/30/2025		S(1)		23,844	D	$179.4286(10)	73,748,225	D
Common Stock	07/31/2025		S(1)		1,958	D	$176.9181(11)	73,746,267	D
Common Stock	07/31/2025		S(1)		19,623	D	$177.7261(12)	73,726,644	D
Common Stock	07/31/2025		S(1)		3,947	D	$178.9803(13)	73,722,697	D
Common Stock	07/31/2025		S(1)		11,204	D	$179.8009(14)	73,711,493	D
Common Stock	07/31/2025		S(1)		17,547	D	$180.7904(15)	73,693,946	D
Common Stock	07/31/2025		S(1)		17,768	D	$181.7127(16)	73,676,178	D
Common Stock	07/31/2025		S(1)		2,953	D	$182.7007(17)	73,673,225	D
Common Stock								582,503,470	I	By Trust(18)
Common Stock								49,489,560	I	By Partnership(19)
Common Stock								22,280,000	I	By Irrevocable Trust(20)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(21)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(22)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(23)
Common Stock								10,000,000	I	By Limited Liability Company 1(24)
Common Stock								10,000,000	I	By Limited Liability Company 2(25)

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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 20, 2025.

2. Represents weighted average sales price. The shares were sold at prices ranging from $175.270 to $176.265. 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.

3. Represents weighted average sales price. The shares were sold at prices ranging from $176.270 to $177.265. 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.

4. Represents weighted average sales price. The shares were sold at prices ranging from $177.270 to $178.250. 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.

5. Represents weighted average sales price. The shares were sold at prices ranging from $178.270 to $179.230. 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.

6. Represents weighted average sales price. The shares were sold at prices ranging from $179.270 to $179.340. 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 $176.110 to $177.100. 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 $177.130 to $178.110. 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 $178.130 to $179.120. 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 $179.130 to $179.870. 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 $176.230 to $177.225. 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.

12. Represents weighted average sales price. The shares were sold at prices ranging from $177.230 to $178.120. 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.

13. Represents weighted average sales price. The shares were sold at prices ranging from $178.240 to $179.230. 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.

14. Represents weighted average sales price. The shares were sold at prices ranging from $179.250 to $180.230. 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.

15. Represents weighted average sales price. The shares were sold at prices ranging from $180.250 to $181.240. 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.

16. Represents weighted average sales price. The shares were sold at prices ranging from $181.250 to $182.220. 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.

17. Represents weighted average sales price. The shares were sold at prices ranging from $182.250 to $183.200. 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.

18. The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust").

19. The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

20. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.

21. The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.

22. The shares are held by The Lori Lynn Huang 2016 Annuity Trust II Agreement.

23. The shares are held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement.

24. The shares are held by TARG S LLC, of which the Trust is the sole member.

25. The shares are held by TARG M LLC, of which the Trust is the sole member.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang	07/31/2025
	** 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

How many NVDA shares did CEO Jen-Hsun Huang sell?

He sold 225,000 shares between 29–31 Jul 2025.

What prices did the NVDA shares sell for?

Weighted average sale prices ranged from $175.27 to $183.20 per share.

How much NVDA stock does Huang still own after the sale?

He retains 73.67 M shares directly and about 783 M shares indirectly, totaling ~857 M shares.

Was the sale under a 10b5-1 trading plan?

Yes, the trades were executed under a Rule 10b5-1 plan adopted 20 Mar 2025.

Does the insider sale materially impact NVDA’s share count?

No. The 225 k shares equal <0.03 % of Huang’s stake and are immaterial to total shares outstanding.