NVIDIA CEO 10b5‑1 Sales Disclosed on Form 4; Trusts Hold Majority Stake
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.
Positive
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Negative
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Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 32,834 | $177.2235 | $5.82M |
| Sale | Common Stock | 37,975 | $177.8881 | $6.76M |
| Sale | Common Stock | 1,919 | $179.1302 | $344K |
| Sale | Common Stock | 2,272 | $179.7707 | $408K |
| Sale | Common Stock | 10,739 | $176.3138 | $1.89M |
| Sale | Common Stock | 27,517 | $177.2683 | $4.88M |
| Sale | Common Stock | 29,952 | $178.0036 | $5.33M |
| Sale | Common Stock | 6,792 | $178.8976 | $1.22M |
| Sale | Common Stock | 15,516 | $167.479 | $2.60M |
| Sale | Common Stock | 38,757 | $168.3267 | $6.52M |
| Sale | Common Stock | 11,547 | $169.1468 | $1.95M |
| Sale | Common Stock | 8,519 | $170.2982 | $1.45M |
| Sale | Common Stock | 661 | $170.9278 | $113K |
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Footnotes (1)
- The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 20, 2025. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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"). The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee. The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee. The shares are held by The Lori Lynn Huang 2016 Annuity Trust II Agreement. The shares are held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement. The shares are held by TARG S LLC, of which the Trust is the sole member. The shares are held by TARG M LLC, of which the Trust is the sole member.
