[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

Jen‑Hsun Huang, President, CEO and Director of NVIDIA Corporation (NVDA), reported a series of open‑market sales of Common Stock executed under a Rule 10b5‑1 trading plan adopted March 20, 2025. The form lists multiple sales between 09/09/2025 and 09/11/2025 at weighted average prices for each block (per‑trade weighted averages shown in the filing) with per‑trade quantities including 15,516, 38,757, 11,547, 8,519, 661, 10,739, 27,517, 29,952, 6,792, 32,834, 37,975, 1,919, and 2,272 shares. After the reported transactions the filing shows 72,173,366 shares beneficially owned directly. The filing also discloses substantial indirect holdings through trusts, partnerships and LLCs, including 582,503,470 shares held by the Jen‑hsun & Lori Huang Living Trust and several other named trusts and entities. The report was signed by an attorney‑in‑fact on 09/11/2025.

Insights

Corporate Governance Expert

TL;DR: Routine Rule 10b5‑1 sales by the CEO were disclosed; holdings remain concentrated through multiple trusts and entities.

The filing documents systematic sales executed under a pre‑established 10b5‑1 plan, which reduces the appearance of opportunistic insider timing. Multiple discrete sale blocks over three days are listed with weighted average prices provided per block. Notably, the reporting person continues to hold a very large position both directly and indirectly, with the Trust and related entities owning the majority of disclosed indirect shares. From a governance perspective, the use of an attorney‑in‑fact to file and reliance on a documented plan follow common compliance practices; the concentration of control via trusts and related entities is material to ownership structure and control analysis.

Securities Analyst

TL;DR: Insider sales under a 10b5‑1 plan were disclosed; the transactions show execution over a $166.83–$180.17 price range per the filing's reported ranges.

The Form 4 provides per‑trade weighted average sales and price ranges for each block, indicating execution across a roughly $166.83 to $180.17 span as reported in the explanatory remarks. While the CEO reduced direct holdings via multiple blocks, the remaining direct stake and very large indirect holdings through trusts and entities remain substantial based on the reported figures. For investors, these are disclosed sales under an affirmative defense plan rather than ad hoc disposals; the filing does not present additional operational or financial data to change valuation assumptions.

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)
09/09/2025

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	09/09/2025		S(1)		15,516	D	$167.479(2)	72,382,850	D
Common Stock	09/09/2025		S(1)		38,757	D	$168.3267(3)	72,344,093	D
Common Stock	09/09/2025		S(1)		11,547	D	$169.1468(4)	72,332,546	D
Common Stock	09/09/2025		S(1)		8,519	D	$170.2982(5)	72,324,027	D
Common Stock	09/09/2025		S(1)		661	D	$170.9278(6)	72,323,366	D
Common Stock	09/10/2025		S(1)		10,739	D	$176.3138(7)	72,312,627	D
Common Stock	09/10/2025		S(1)		27,517	D	$177.2683(8)	72,285,110	D
Common Stock	09/10/2025		S(1)		29,952	D	$178.0036(9)	72,255,158	D
Common Stock	09/10/2025		S(1)		6,792	D	$178.8976(10)	72,248,366	D
Common Stock	09/11/2025		S(1)		32,834	D	$177.2235(11)	72,215,532	D
Common Stock	09/11/2025		S(1)		37,975	D	$177.8881(12)	72,177,557	D
Common Stock	09/11/2025		S(1)		1,919	D	$179.1302(13)	72,175,638	D
Common Stock	09/11/2025		S(1)		2,272	D	$179.7707(14)	72,173,366	D
Common Stock								582,503,470	I	By Trust(15)
Common Stock								49,489,560	I	By Partnership(16)
Common Stock								22,280,000	I	By Irrevocable Trust(17)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(18)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(19)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(20)
Common Stock								10,000,000	I	By Limited Liability Company 1(21)
Common Stock								10,000,000	I	By Limited Liability Company 2(22)

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 $166.830 to $167.820. 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 $167.830 to $168.825. 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 $168.830 to $169.765. 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 $169.850 to $170.830. 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 $170.880 to $170.970. 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 $175.625 to $176.620. 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 $176.625 to $177.620. 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 $177.625 to $178.620. 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 $178.635 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.

11. Represents weighted average sales price. The shares were sold at prices ranging from $176.520 to $177.515. 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 $177.520 to $178.510. 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 $178.530 to $179.490. 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 $179.530 to $180.170. 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. 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").

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

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

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

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

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

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

22. 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	09/11/2025
	** 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

What transactions did Jen‑hsun Huang report on Form 4 for NVDA?

The Form 4 reports multiple sales of Common Stock executed under a Rule 10b5‑1 trading plan between 09/09/2025 and 09/11/2025, with per‑trade quantities and weighted average prices provided in the filing.

Was the sale part of a pre‑arranged trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5‑1 trading plan adopted March 20, 2025.

How many shares does Jen‑hsun Huang report holding after these transactions?

The filing shows 72,173,366 shares beneficially owned directly following the reported transactions, plus substantial indirect holdings through trusts and entities as itemized in the Form 4.

Which indirect holdings are disclosed on the Form 4?

The Form 4 discloses indirect holdings including 582,503,470 shares held by the Jen‑hsun & Lori Huang Living Trust and additional holdings in partnerships, irrevocable trusts, annuity trusts and LLCs (specific amounts are itemized in the filing).

Who signed the Form 4 filing for Jen‑hsun Huang?

The filing is signed by /s/ Rebecca Peters, Attorney‑in‑Fact for Jen‑hsun Huang and dated 09/11/2025.