STOCK TITAN

NVIDIA (NASDAQ: NVDA) CEO shifts large share blocks into family trusts

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NVIDIA CORP President and CEO Jen-Hsun Huang reported non-market share dispositions tied to tax withholding and estate-planning transfers. On March 18, 2026, 437,908 shares of common stock were withheld by NVIDIA at an average price of $181.93 per share to satisfy taxes due upon vesting of previously reported restricted stock units, leaving him with 70,191,975 shares held directly.

Separate entries classify multiple transactions as bona fide gifts involving grantor retained annuity trusts and an irrevocable remainder trust, as well as transfers to the Jen-Hsun & Lori Huang Living Trust. Holdings tables show large indirect positions, including 528,531,547 shares held by the Living Trust and additional blocks held through limited liability companies and an irrevocable trust. These changes reflect movements among related estate-planning entities rather than any open-market buying or selling of NVIDIA shares.

Positive

  • None.

Negative

  • None.

Insights

Huang’s Form 4 shows tax withholding and large trust-to-trust gifts, not market sales.

The filing indicates Jen-Hsun Huang had 437,908 NVIDIA shares withheld to cover taxes on restricted stock unit vesting, a routine, non-market event. After this, he still holds 70,191,975 shares directly. No open-market purchases or sales are reported.

Three large dispositions are coded as bona fide gifts from grantor retained annuity trusts and an irrevocable remainder trust into related trusts, including the Jen-Hsun & Lori Huang Living Trust. Indirect holdings remain significant, with disclosed stakes such as 528,531,547 shares held by the Living Trust and additional blocks in LLCs and an irrevocable trust.

Economically, this looks like estate and trust structuring rather than a change in view on NVIDIA’s prospects. Future company filings may clarify how these trust-level shifts affect long-term voting control or succession planning, but this Form 4 alone shows ownership reorganization without market selling pressure.

Insider HUANG JEN HSUN
Role President and CEO
Type Security Shares Price Value
Tax Withholding Common Stock 437,908 $181.93 $79.67M
Gift Common Stock 29,481,301 $0.00 --
Gift Common Stock 29,481,301 $0.00 --
Gift Common Stock 58,962,602 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 70,191,975 shares (Direct); Common Stock — 0 shares (Indirect, By Grantor Retained Annuity Trust 1)
Footnotes (1)
  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. Includes 445,323 shares issued upon the vesting of restricted stock units previously reported on a Form 4. Represents a transfer of shares by The Lori Lynn Huang 2016 Annuity Trust II Agreement (the "Grantor Retained Annuity Trust 1") to The Huang Irrevocable Remainder Trust u/a/d February 19, 2016 (the "Irrevocable Remainder Trust"), of which the Reporting Person is a trustee, upon termination of the Grantor Retained Annuity Trust 1. Reflects a transfer of 30,884 shares by the Grantor Retained Annuity Trust 1 to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust") to satisfy annuity payments. Represents a transfer of shares by The Jen-Hsun Huang 2016 Annuity Trust II Agreement (the "Grantor Retained Annuity Trust 2") to the Irrevocable Remainder Trust, upon termination of the Grantor Retained Annuity Trust 2. Reflects a transfer of 30,884 shares by the Grantor Retained Annuity Trust 2 to the Trust to satisfy annuity payments. Reflects a transfer of 3,367,333 shares from TARG S LLC (the "Limited Liability Company 1"), of which the Trust is the sole member, to the Trust to satisfy annuity payments. Reflects a transfer of 3,367,333 shares from TARG M LLC (the "Limited Liability Company 2"), of which the Trust is the sole member, to the Trust to satisfy annuity payments. The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee. The shares are held by TARG S2 LLC, of which the Trust is the sole member. The shares are held by TARG M2 LLC, of which the Trust is the sole member.
SEC Form 4
FORM 4UNITED 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).
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 CALIFORNIA 95051

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/18/2026F437,908(1)D$181.9370,191,975(2)D
Common Stock03/18/2026G29,481,301(3)D$00(4)IBy Grantor Retained Annuity Trust 1
Common Stock03/18/2026G29,481,301(5)D$00(6)IBy Grantor Retained Annuity Trust 2
Common Stock03/18/2026G58,962,602(3)(5)A$0109,040,602IBy Irrevocable Remainder Trust
Common Stock6,632,667(7)IBy Limited Liability Company 1
Common Stock6,632,667(8)IBy Limited Liability Company 2
Common Stock528,531,547(4)(6)(7)(8)IBy Trust(9)
Common Stock31,421,011IBy Irrevocable Trust(10)
Common Stock30,000,000IBy Limited Liability Company 3(11)
Common Stock30,000,000IBy Limited Liability Company 4(12)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 445,323 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
3. Represents a transfer of shares by The Lori Lynn Huang 2016 Annuity Trust II Agreement (the "Grantor Retained Annuity Trust 1") to The Huang Irrevocable Remainder Trust u/a/d February 19, 2016 (the "Irrevocable Remainder Trust"), of which the Reporting Person is a trustee, upon termination of the Grantor Retained Annuity Trust 1.
4. Reflects a transfer of 30,884 shares by the Grantor Retained Annuity Trust 1 to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust") to satisfy annuity payments.
5. Represents a transfer of shares by The Jen-Hsun Huang 2016 Annuity Trust II Agreement (the "Grantor Retained Annuity Trust 2") to the Irrevocable Remainder Trust, upon termination of the Grantor Retained Annuity Trust 2.
6. Reflects a transfer of 30,884 shares by the Grantor Retained Annuity Trust 2 to the Trust to satisfy annuity payments.
7. Reflects a transfer of 3,367,333 shares from TARG S LLC (the "Limited Liability Company 1"), of which the Trust is the sole member, to the Trust to satisfy annuity payments.
8. Reflects a transfer of 3,367,333 shares from TARG M LLC (the "Limited Liability Company 2"), of which the Trust is the sole member, to the Trust to satisfy annuity payments.
9. The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust.
10. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
11. The shares are held by TARG S2 LLC, of which the Trust is the sole member.
12. The shares are held by TARG M2 LLC, of which the Trust is the sole member.
Remarks:
/s/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang03/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did NVIDIA (NVDA) CEO Jen-Hsun Huang report in this Form 4?

He reported non-market movements of NVIDIA shares, including tax withholding and estate-planning gifts. Shares were withheld to cover taxes on restricted stock unit vesting and large blocks were transferred among related trusts and entities, with substantial direct and indirect holdings remaining.

Did Jen-Hsun Huang sell NVIDIA (NVDA) shares on the open market?

No open-market sales are shown. The Form 4 records tax-withholding of 437,908 shares by NVIDIA at $181.93 per share and several bona fide gifts between grantor retained annuity trusts, an irrevocable remainder trust, and the Jen-Hsun & Lori Huang Living Trust.

How many NVIDIA (NVDA) shares does Jen-Hsun Huang hold directly after these transactions?

After the tax-withholding transaction, he directly holds 70,191,975 NVIDIA common shares. This figure reflects his personal direct ownership only, separate from large additional indirect holdings through trusts and limited liability companies disclosed in the same Form 4.

What NVIDIA (NVDA) share transfers occurred among trusts and LLCs?

The filing shows bona fide gifts and transfers involving two grantor retained annuity trusts, an irrevocable remainder trust, the Jen-Hsun & Lori Huang Living Trust, and several LLCs. One disclosed indirect position is 528,531,547 shares held by the Living Trust, plus additional multi-million-share LLC and irrevocable trust holdings.

Are the NVIDIA (NVDA) share gifts by Jen-Hsun Huang a bearish signal?

The transactions are coded as bona fide gifts and supported by footnotes describing trust and annuity arrangements. They reflect estate-planning and internal ownership restructuring, not open-market selling, so they typically carry weaker signaling value about management’s view of NVIDIA’s business prospects.