[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

Nvidia CEO Jen-Hsun Huang reported multiple insider transactions in June 2025, including both automatic tax-related dispositions and planned sales under a Rule 10b5-1 trading plan established in March 2025.

Key transaction details:

• 40,163 shares withheld for tax obligations from RSU vesting at $144.12
• Total of 100,000 shares sold between June 20-23, 2025, at prices ranging from $142.12 to $146.09
• Direct ownership decreased to 75,673,225 shares
• Maintains substantial indirect ownership through various trusts and entities totaling approximately 783 million shares, including: - 582.5M shares in Living Trust - 49.5M shares in Partnership - 72.8M shares in Irrevocable Trusts - 59M shares in Grantor Retained Annuity Trusts - 20M shares in Limited Liability Companies

Positive

• None.

Negative

• CEO Jen-Hsun Huang sold a total of 100,000 shares worth approximately $14.4M through planned 10b5-1 sales, though he maintains significant holdings of over 75.6M shares directly and substantial indirect ownership through various trusts and entities

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)
06/18/2025

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	06/18/2025		F		40,163(1)	D	$144.12	75,773,225(2)	D
Common Stock	06/20/2025		S(3)		10,232	D	$143.4568(4)	75,762,993	D
Common Stock	06/20/2025		S(3)		27,563	D	$144.0127(5)	75,735,430	D
Common Stock	06/20/2025		S(3)		8,691	D	$145.3591(6)	75,726,739	D
Common Stock	06/20/2025		S(3)		3,514	D	$145.864(7)	75,723,225	D
Common Stock	06/23/2025		S(3)		4,937	D	$142.8047(8)	75,718,288	D
Common Stock	06/23/2025		S(3)		33,194	D	$143.7742(9)	75,685,094	D
Common Stock	06/23/2025		S(3)		11,869	D	$144.3225(10)	75,673,225	D
Common Stock								582,503,470	I	By Trust(11)
Common Stock								49,489,560	I	By Partnership(12)
Common Stock								22,280,000	I	By Irrevocable Trust(13)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(14)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(15)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(16)
Common Stock								10,000,000	I	By Limited Liability Company 1(17)
Common Stock								10,000,000	I	By Limited Liability Company 2(18)

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. Represents shares withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.

2. Includes 40,842 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

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

4. Represents weighted average sales price. The shares were sold at prices ranging from $142.720 to $143.710. 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.

5. Represents weighted average sales price. The shares were sold at prices ranging from $143.715 to $144.680. 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 $144.710 to $145.700. 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 $145.705 to $146.090. 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 $142.120 to $143.110. 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 $143.130 to $144.120. 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 $144.130 to $144.670. 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. 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").

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

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

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

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

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

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

18. 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	06/23/2025
	** 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 Jensen Huang sell on June 20, 2025?

On June 20, 2025, Jensen Huang sold a total of 50,000 NVDA shares across multiple transactions at different price points: 10,232 shares at ~$143.46, 27,563 shares at ~$144.01, 8,691 shares at ~$145.36, and 3,514 shares at ~$145.86.

What is Jensen Huang's total direct ownership of NVDA stock after the June 2025 transactions?

After the reported transactions, Jensen Huang directly owned 75,673,225 shares of NVDA common stock. However, he also has substantial indirect ownership through various trusts and entities totaling over 783 million additional shares.

Were NVDA CEO Jensen Huang's June 2025 stock sales planned in advance?

Yes, the sales were planned in advance. According to the filing, these transactions were executed pursuant to a Rule 10b5-1 trading plan that Jensen Huang adopted on March 20, 2025, which provides a pre-established framework for future stock sales.

How many NVDA shares were withheld for tax purposes from Jensen Huang's RSU vesting in June 2025?

On June 18, 2025, 40,163 shares were withheld by NVIDIA to satisfy tax obligations related to the vesting of restricted stock units (RSUs). The shares were withheld at a price of $144.12 per share.

What is the structure of Jensen Huang's indirect NVDA stock ownership?

Huang's indirect ownership includes: 582.5M shares in a Living Trust, 49.5M shares in a Partnership, 22.3M shares in an Irrevocable Trust, 50.1M shares in an Irrevocable Remainder Trust, 59M shares in two Grantor Retained Annuity Trusts, and 20M shares through two Limited Liability Companies.