NVIDIA Form 4: CEO Disposes 225K Shares; Large Indirect Holdings Remain

Rhea-AI Filing Summary

Jen-Hsun Huang, President and CEO of NVIDIA Corporation, reported a series of dispositions of NVIDIA common stock executed under a Rule 10b5-1 trading plan adopted March 20, 2025. From September 4–8, 2025 the filing shows cumulative sales of 225,000 shares in multiple blocks at weighted average prices between approximately $164.09 and $171.79 per share. After these transactions the Reporting Person's direct beneficial ownership is reported as 72,398,366 shares. The filing also discloses substantial indirect holdings through trusts, partnerships and LLCs, including 582,503,470 shares held by a trust and several other large indirect positions.

Positive

• Transactions executed under a Rule 10b5-1 plan, adopted March 20, 2025, indicating pre-arranged trading
• Full disclosure of weighted-average price ranges for each sale block, supporting transparency
• Reporting Person retains substantial indirect holdings through multiple trusts and entities

Negative

• Total dispositions of 225,000 shares by the CEO during Sept 4–8, 2025
• Direct beneficial ownership decreased to 72,398,366 shares following the reported sales

Insights

Corporate Governance Expert

TL;DR Insider sales were executed under a pre-established 10b5-1 plan, indicating planned liquidity rather than opportunistic trading.

The Form 4 documents routine dispositions by the CEO under a Rule 10b5-1 plan adopted March 20, 2025. The total sold, 225,000 shares over five days, is clearly disclosed with weighted-average price ranges provided for each block. The filing also highlights extensive indirect ownership through multiple trusts and entities, which preserves long-term alignment despite the direct sales. From a governance perspective, the use of a documented trading plan and detailed pricing ranges supports compliance and reduces concerns about opportunistic insider trading.

Securities Analyst

TL;DR CEO sold 225,000 shares under an established plan; direct holdings remain sizable while indirect holdings are very large.

The sale quantity (225,000 shares) is disclosed across several dates with weighted-average prices in the $164.09–$171.79 range. Post-transaction direct ownership is 72,398,366 shares. Material investor impact is limited because disclosures show the trades were pre-planned and the Reporting Person retains substantial direct and indirect positions, including a 582,503,470-share trust holding and multiple other trust/LLC stakes. No derivative transactions are reported. This is a transparent, routine insider liquidity event rather than a governance or financial red flag in itself.

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)
09/04/2025

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	09/04/2025		S(1)		22,848	D	$170.2439(2)	72,600,518	D
Common Stock	09/04/2025		S(1)		49,673	D	$170.8315(3)	72,550,845	D
Common Stock	09/04/2025		S(1)		2,479	D	$171.6465(4)	72,548,366	D
Common Stock	09/05/2025		S(1)		7,088	D	$164.801(5)	72,541,278	D
Common Stock	09/05/2025		S(1)		13,692	D	$165.6337(6)	72,527,586	D
Common Stock	09/05/2025		S(1)		42,767	D	$166.6611(7)	72,484,819	D
Common Stock	09/05/2025		S(1)		8,624	D	$167.5726(8)	72,476,195	D
Common Stock	09/05/2025		S(1)		2,829	D	$168.4531(9)	72,473,366	D
Common Stock	09/08/2025		S(1)		5,006	D	$168.2422(10)	72,468,360	D
Common Stock	09/08/2025		S(1)		15,794	D	$169.2876(11)	72,452,566	D
Common Stock	09/08/2025		S(1)		52,820	D	$169.9468(12)	72,399,746	D
Common Stock	09/08/2025		S(1)		1,380	D	$170.7167(13)	72,398,366	D
Common Stock								582,503,470	I	By Trust(14)
Common Stock								49,489,560	I	By Partnership(15)
Common Stock								22,280,000	I	By Irrevocable Trust(16)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(17)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(18)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(19)
Common Stock								10,000,000	I	By Limited Liability Company 1(20)
Common Stock								10,000,000	I	By Limited Liability Company 2(21)

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 $169.540 to $170.535. 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 $170.540 to $171.530. 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 $171.560 to $171.790. 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 $164.090 to $165.080. 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 $165.090 to $166.080. 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 $166.090 to $167.085. 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 $167.090 to $168.070. 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 $168.090 to $168.850. 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 $167.570 to $168.540. 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 $168.570 to $169.560. 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 $169.570 to $170.560. 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 $170.590 to $170.890. 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. 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").

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

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

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

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

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

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

21. 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	09/08/2025
	** 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 did Jen-Hsun Huang disclose on Form 4 for NVDA?

The filing discloses multiple sales executed Sept 4–8, 2025 under a Rule 10b5-1 plan, totaling 225,000 shares, with direct ownership of 72,398,366 shares after the transactions.

Were the NVDA share sales by the CEO planned or discretionary?

The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted March 20, 2025.

What price ranges were the NVDA shares sold at?

The filing provides weighted-average sale prices and discloses ranges across blocks, generally between about $164.09 and $171.79 per share.

Does the Form 4 show indirect holdings for Jen-Hsun Huang?

Yes. The filing lists large indirect positions, including 582,503,470 shares held by a trust and multiple other trust, partnership and LLC holdings.

Are there any derivative transactions reported?

No derivative securities are reported in Table II; the Form 4 only discloses non-derivative common stock dispositions.