[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

Nvidia (NVDA) filed a Form 4 showing President & CEO Jen-Hsun Huang sold 200,000 common shares between 24-26 June 2025 under a Rule 10b5-1 trading plan at weighted-average prices of $145.60-$156.65, raising roughly $30 million.

Following the sales, Huang still owns 75.47 million shares directly and 783.38 million shares indirectly through multiple family trusts, partnerships and LLCs. The disposition equals about 0.26 % of his direct stake and less than 0.02 % of his total economic interest.

No derivative security activity was reported. While routine in structure, the dollar size and the involvement of the company’s long-time leader make the disclosure noteworthy to investors monitoring insider sentiment.

Positive

• None.

Negative

• CEO Jen-Hsun Huang sold 200,000 NVDA shares (~$30 M), trimming direct stake by 0.26 %; insider sales often carry negative sentiment despite pre-planned status.

Insights

Insider Trading Analyst

CEO sells $30 M—small vs. holdings but can weigh on sentiment.

The filing confirms a pre-planned disposal of 200,000 shares through a Rule 10b5-1 plan. Although the headline cash value is sizable, it represents only 0.26 % of Huang’s direct stake and a fraction of his >858 M total beneficial shares. The sale therefore looks more like routine diversification than a signal of deteriorating fundamentals. Nonetheless, investors often view any CEO sale as a soft negative, especially when the stock is near record highs. Near-term perception risk outweighs fundamental impact.

Portfolio Manager

Transaction immaterial—ownership still dominates float.

Post-sale, Huang retains 75.5 M direct shares plus large trust positions, so alignment with shareholders remains strong. The 200 k shares sold equal roughly 7 basis points of Nvidia’s 1.2 B share count—unlikely to affect liquidity or control. Because the trades were executed under a standing 10b5-1 plan, they do not necessarily imply a view on valuation. I view the disclosure as neutral for long-term holders, but it could spur short-term volatility given headline sensitivity to insider activity.

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)
06/24/2025

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	06/24/2025		S(1)		4,918	D	$146.1433(2)	75,668,307	D
Common Stock	06/24/2025		S(1)		42,013	D	$147.1666(3)	75,626,294	D
Common Stock	06/24/2025		S(1)		3,069	D	$147.7522(4)	75,623,225	D
Common Stock	06/25/2025		S(1)		3,043	D	$149.8507(5)	75,620,182	D
Common Stock	06/25/2025		S(1)		6,429	D	$151.0466(6)	75,613,753	D
Common Stock	06/25/2025		S(1)		24,866	D	$151.8086(7)	75,588,887	D
Common Stock	06/25/2025		S(1)		11,499	D	$152.6631(8)	75,577,388	D
Common Stock	06/25/2025		S(1)		28,277	D	$153.7151(9)	75,549,111	D
Common Stock	06/25/2025		S(1)		886	D	$154.352(10)	75,548,225	D
Common Stock	06/26/2025		S(1)		11,324	D	$154.7779(11)	75,536,901	D
Common Stock	06/26/2025		S(1)		54,331	D	$155.6449(12)	75,482,570	D
Common Stock	06/26/2025		S(1)		9,345	D	$156.2868(13)	75,473,225	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 $145.600 to $146.590. 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 $146.650 to $147.590. 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 $147.600 to $147.910. 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 $149.360 to $150.180. 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 $150.330 to $151.290. 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 $151.300 to $152.290. 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 $152.300 to $153.270. 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 $153.300 to $154.280. 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 $154.300 to $154.400. 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.

11. Represents weighted average sales price. The shares were sold at prices ranging from $154.110 to $155.095. 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 $155.100 to $156.095. 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 $156.100 to $156.650. 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	06/26/2025
	** 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 Jen-Hsun Huang sell in June 2025?

The Form 4 reports sales of 200,000 common shares on 24-26 June 2025.

What was the total value of Jen-Hsun Huang’s June 2025 share sale?

At weighted-average prices of $145.60-$156.65, the proceeds were approximately $30 million.

Does the filing state the sale was under a 10b5-1 plan?

Yes. Footnote 1 specifies the transactions were made pursuant to a Rule 10b5-1 trading plan adopted on 20 March 2025.

How many NVDA shares does Huang still hold after the sale?

He owns 75,473,225 shares directly and 783,375,400 shares indirectly through various trusts and entities.

What percentage of Huang’s direct NVDA stake was sold?

The 200,000-share sale equals roughly 0.26 % of his direct ownership.