NVDA Insider Sales: CEO Huang Disposes 225K Shares, Trusts Retain Control

Rhea-AI Filing Summary

Jen‑Hsun Huang, NVIDIA Corp. director and CEO, reported planned sales of common stock under a Rule 10b5‑1 trading plan. The Form 4 discloses multiple market sales executed over three trading days that together dispose of 225,000 shares at prices ranging approximately from $179.42 to $183.905 per share. The filing notes the trading plan was adopted on March 20, 2025. The report also lists substantial indirect holdings: the Jen‑Hsun & Lori Huang Living Trust holds 582,503,470 shares and additional holdings are reported through partnerships, irrevocable trusts, annuity trusts and LLCs, reflecting continued significant family control of NVDA equity. No derivative transactions are reported.

Positive

• Sales were executed under a Rule 10b5‑1 trading plan, indicating they were prearranged and intended to provide an affirmative defense to insider trading claims
• Reporting person retains substantial indirect ownership via the Jen‑Hsun & Lori Huang Living Trust (582,503,470 shares) and multiple trusts, partnerships and LLCs, preserving family control

Negative

• Insider disposed of 225,000 shares in multiple transactions, which some market participants may interpret as selling pressure despite the use of a trading plan
• Aggregate sales occurred across several price bands (approximately $179.42–$183.905), creating potential short‑term supply into the market during those sessions

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under a prearranged 10b5‑1 plan; substantial family control remains intact.

The reported dispositions—225,000 shares sold across multiple blocks—were effected pursuant to a Rule 10b5‑1 plan adopted March 20, 2025, which provides an affirmative defense to claims of trading on inside information. From a governance perspective, these transactions are routine when made under a plan and do not change ultimate voting or control, given the Trust and affiliated entities continue to beneficially own large blocks of NVDA shares (e.g., 582.5 million by the Living Trust plus tens of millions more via partnerships, trusts and LLCs). The filing discloses no derivative activity.

Securities Analyst

TL;DR: The sales generated proceeds at roughly $180–$184 per share but are small relative to reported family holdings.

From a market‑impact viewpoint, the aggregate 225,000‑share disposition is modest versus the hundreds of millions of shares held indirectly by the reporting person and affiliated vehicles. The disclosed execution prices span about $179.42 to $183.905 per share; the report states weighted average prices for each block and offers to provide per‑price breakdowns on request. No options, puts or other derivatives are reported in Table II, indicating this filing reflects straightforward equity sales under an established plan.

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)
08/11/2025

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	08/11/2025		S(1)		3,995	D	$180.9738(2)	73,219,230	D
Common Stock	08/11/2025		S(1)		12,903	D	$181.9676(3)	73,206,327	D
Common Stock	08/11/2025		S(1)		46,436	D	$182.9039(4)	73,159,891	D
Common Stock	08/11/2025		S(1)		11,666	D	$183.5221(5)	73,148,225	D
Common Stock	08/12/2025		S(1)		3,952	D	$180.0479(6)	73,144,273	D
Common Stock	08/12/2025		S(1)		16,093	D	$181.0148(7)	73,128,180	D
Common Stock	08/12/2025		S(1)		29,095	D	$182.0983(8)	73,099,085	D
Common Stock	08/12/2025		S(1)		25,860	D	$182.8204(9)	73,073,225	D
Common Stock	08/13/2025		S(1)		14,148	D	$180.026(10)	73,059,077	D
Common Stock	08/13/2025		S(1)		26,758	D	$180.9741(11)	73,032,319	D
Common Stock	08/13/2025		S(1)		20,553	D	$181.6989(12)	73,011,766	D
Common Stock	08/13/2025		S(1)		9,958	D	$182.9541(13)	73,001,808	D
Common Stock	08/13/2025		S(1)		3,583	D	$183.6417(14)	72,998,225	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 $180.320 to $181.310. 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 $181.320 to $182.310. 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 $182.320 to $183.315. 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 $183.320 to $183.800. 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 $179.500 to $180.490. 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.

7. Represents weighted average sales price. The shares were sold at prices ranging from $180.500 to $181.490. 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.

8. Represents weighted average sales price. The shares were sold at prices ranging from $181.500 to $182.490. 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.

9. Represents weighted average sales price. The shares were sold at prices ranging from $182.500 to $183.330. 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 $179.420 to $180.410. 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 $180.420 to $181.410. 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 $181.420 to $182.400. 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 $182.460 to $183.450. 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 $183.460 to $183.905. 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	08/13/2025
	** 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 report on the Form 4 for NVDA?

The Form 4 reports multiple sales of common stock totaling 225,000 shares executed under a Rule 10b5‑1 trading plan, with prices approximately between $179.42 and $183.905 per share.

Were the sales prearranged or discretionary for NVDA insider Jen‑Hsun Huang?

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

How much NVDA stock does Jen‑Hsun Huang still control indirectly?

The filing discloses substantial indirect holdings, including 582,503,470 shares held by the Jen‑Hsun & Lori Huang Living Trust plus additional holdings via partnerships, irrevocable trusts, annuity trusts and LLCs.

Did the Form 4 report any derivative transactions for NVDA?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned following the reported transactions.

Can I get the exact prices for each block sold by Jen‑Hsun Huang?

The Form 4 provides weighted average price ranges for each reported block and states the reporting person will provide full information regarding the number of shares sold at each separate price upon request to the SEC or the issuer.