[Form 4] NVIDIA CORP Insider Trading Activity

Rhea-AI Filing Summary

Jen‑Hsun Huang reported a series of open‑market sales of 225,000 shares of NVIDIA Corporation (NVDA) executed between 10/08/2025 and 10/10/2025 under a Rule 10b5‑1 trading plan adopted on 03/20/2025. The sales were reported as multiple transactions with weighted average sale prices provided in ranges from about $183.01 to $195.51.

Following the reported transactions, the filing shows 70,558,203 shares held directly and multiple large indirect holdings reported by trusts, partnerships, annuity trusts and LLCs (examples: 581,378,470 shares by a Trust; 49,489,560 by a Partnership; 22,280,000 by an Irrevocable Trust). The form is filed by one reporting person and signed by an attorney‑in‑fact on 10/10/2025.

Positive

• Trades executed under a Rule 10b5‑1 plan, indicating preplanned transactions
• Extensive disclosure of indirect holdings via trusts and entities, supporting transparency

Negative

• Insider sold 225,000 shares over 10/08/2025–10/10/2025, which may prompt short‑term investor attention

Insights

Equity Markets Analyst

Insider sold 225,000 NVDA shares via a preexisting 10b5‑1 plan over three days.

The sales total 225,000 shares executed across 10/08/2025–10/10/2025, with weighted average sale prices spanning roughly $183–$195.5. Using a Rule 10b5‑1 plan indicates the trades were preplanned rather than opportunistic market timing.

Market impact depends on context: 225,000 shares is small relative to the large indirect holdings disclosed, but investors can watch short‑term price reaction around the trade dates and any future Form 4 activity in the following weeks.

Corporate Governance Specialist

Transaction structure and ownership disclosures emphasize institutional estate planning, not a change in control.

The filing lists substantial indirect holdings across trusts, partnerships and LLCs (for example, 581,378,470 shares held by a trust and multiple annuity/irrevocable trusts holding tens of millions each), which reflect long‑term ownership structures rather than immediate liquidity events.

Governance watchers should monitor whether future trades follow the same 10b5‑1 plan schedule and review any amendments to plans; filings within 45 calendar days typically reveal running plan 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)
10/08/2025

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	10/08/2025		S(1)		5,606	D	$187.574(2)	70,777,597	D
Common Stock	10/08/2025		S(1)		59,642	D	$188.3594(3)	70,717,955	D
Common Stock	10/08/2025		S(1)		9,752	D	$189.0491(4)	70,708,203	D
Common Stock	10/09/2025		S(1)		6,140	D	$191.7014(5)	70,702,063	D
Common Stock	10/09/2025		S(1)		32,972	D	$192.6967(6)	70,669,091	D
Common Stock	10/09/2025		S(1)		24,806	D	$193.7583(7)	70,644,285	D
Common Stock	10/09/2025		S(1)		10,919	D	$194.3687(8)	70,633,366	D
Common Stock	10/09/2025		S(1)		163	D	$195.2568(9)	70,633,203	D
Common Stock	10/10/2025		S(1)		2,739	D	$183.3881(10)	70,630,464	D
Common Stock	10/10/2025		S(1)		2,766	D	$184.8598(11)	70,627,698	D
Common Stock	10/10/2025		S(1)		1,927	D	$185.5239(12)	70,625,771	D
Common Stock	10/10/2025		S(1)		9,767	D	$187.0146(13)	70,616,004	D
Common Stock	10/10/2025		S(1)		13,722	D	$187.81(14)	70,602,282	D
Common Stock	10/10/2025		S(1)		7,917	D	$189.129(15)	70,594,365	D
Common Stock	10/10/2025		S(1)		3,948	D	$189.7419(16)	70,590,417	D
Common Stock	10/10/2025		S(1)		1,308	D	$191.8925(17)	70,589,109	D
Common Stock	10/10/2025		S(1)		11,305	D	$192.7424(18)	70,577,804	D
Common Stock	10/10/2025		S(1)		6,632	D	$193.7078(19)	70,571,172	D
Common Stock	10/10/2025		S(1)		7,373	D	$194.7326(20)	70,563,799	D
Common Stock	10/10/2025		S(1)		5,596	D	$195.3234(21)	70,558,203	D
Common Stock								581,378,470	I	By Trust(22)
Common Stock								49,489,560	I	By Partnership(23)
Common Stock								22,280,000	I	By Irrevocable Trust(24)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(25)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(26)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(27)
Common Stock								10,000,000	I	By Limited Liability Company 1(28)
Common Stock								10,000,000	I	By Limited Liability Company 2(29)

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 $186.860 to $187.850. 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 $187.860 to $188.855. 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 $188.860 to $189.340. 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 $191.170 to $192.160. 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 $192.170 to $193.160. 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 $193.170 to $194.160. 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 $194.170 to $195.110. 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 $195.220 to $195.280. 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 $183.010 to $183.920. 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 $184.260 to $185.230. 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 $185.285 to $186.270. 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.

13. Represents weighted average sales price. The shares were sold at prices ranging from $186.390 to $187.380. 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 $187.390 to $188.380. 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. Represents weighted average sales price. The shares were sold at prices ranging from $188.480 to $189.450. 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.

16. Represents weighted average sales price. The shares were sold at prices ranging from $189.480 to $190.460. 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.

17. Represents weighted average sales price. The shares were sold at prices ranging from $191.180 to $192.170. 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.

18. Represents weighted average sales price. The shares were sold at prices ranging from $192.190 to $193.180. 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.

19. Represents weighted average sales price. The shares were sold at prices ranging from $193.200 to $194.190. 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.

20. Represents weighted average sales price. The shares were sold at prices ranging from $194.200 to $195.190. 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.

21. Represents weighted average sales price. The shares were sold at prices ranging from $195.200 to $195.510. 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.

22. 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").

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

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

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

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

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

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

29. 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	10/10/2025
	** 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 Form 4 for NVDA?

He reported multiple open‑market sales totaling 225,000 shares executed between 10/08/2025 and 10/10/2025 under a Rule 10b5‑1 trading plan.

How many NVDA shares does Jen‑hsun Huang hold directly after these transactions?

The filing reports 70,558,203 shares held directly following the reported transactions.

Were the sales part of a 10b5‑1 plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5‑1 trading plan adopted on 03/20/2025.

What price range were the NVDA shares sold at?

Weighted average sale prices are summarized in ranges with individual transactions spanning approximately $183.01 to $195.51.

Does the filing show other ownership through trusts or entities?

Yes. The filing lists large indirect holdings including 581,378,470 shares by a trust, 49,489,560 by a partnership, and multiple annuity and irrevocable trusts holding tens of millions each.