[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

Jen-Hsun Huang, President and CEO of NVIDIA (NVDA), reported planned sales of company stock under a Rule 10b5-1 trading plan adopted March 20, 2025. Between 08/06/2025 and 08/08/2025 the reporting person disposed of a total of 225,000 shares in multiple tranches at per-share prices ranging approximately from $176.28 to $183.78, with tranche-level weighted averages disclosed in the filing. After these transactions, the reporting person’s direct common stock holdings are reported at 73,223,225 shares.

The filing also lists substantial indirect holdings held by trusts, partnerships and LLCs, including 582,503,470 shares by a living trust and several other large indirect positions, which the filer identifies by entity type. The transactions were executed pursuant to the stated 10b5-1 plan and the filer offers to provide full per-price detail upon request.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-established trading parameters adopted March 20, 2025
• Full disclosure of weighted-average tranche prices and willingness to provide per-price detail to the SEC or issuer on request
• Large indirect holdings are disclosed by trust, partnership and LLC, showing continued substantial economic interest

Negative

• Insider disposed of 225,000 shares across 08/06/2025–08/08/2025, reducing direct holdings to 73,223,225 shares
• Sales occurred at prices ranging from $176.28 to $183.78, which may be noted by investors monitoring insider activity

Insights

Corporate Governance Expert

TL;DR: Insiders executed preplanned sales under a 10b5-1 program, showing rule-compliant liquidity activity without ad hoc trades.

The Form 4 shows the CEO sold 225,000 shares via a Rule 10b5-1 plan adopted March 20, 2025, across 08/06/2025–08/08/2025. The filing lists tranche-level weighted average sale prices and offers to provide full per-price detail on request, which aligns with disclosure expectations for pre-arranged trading plans. The submission also documents large indirect holdings through multiple trusts and entities, preserving a substantial overall economic interest while reflecting scheduled monetization of a small portion of direct holdings.

Securities Analyst

TL;DR: The disclosed sales are planned, modest in scale relative to disclosed indirect holdings, and transparently reported.

The reported disposals total 225,000 shares executed in multiple blocks with weighted-average prices per tranche shown between roughly $176.28 and $183.78. Direct ownership after the transactions is reported as 73,223,225 shares, while significant indirect positions are separately listed, including a trust holding 582,503,470 shares. From a market-impact standpoint the filing documents compliance with Rule 10b5-1 and clear tranche-level pricing; no derivatives or option exercises are reported.

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)
08/06/2025

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	08/06/2025		S(1)		4,809	D	$176.8756(2)	73,443,416	D
Common Stock	08/06/2025		S(1)		28,725	D	$177.8317(3)	73,414,691	D
Common Stock	08/06/2025		S(1)		29,382	D	$178.7851(4)	73,385,309	D
Common Stock	08/06/2025		S(1)		12,084	D	$179.5238(5)	73,373,225	D
Common Stock	08/07/2025		S(1)		13,294	D	$179.4829(6)	73,359,931	D
Common Stock	08/07/2025		S(1)		17,356	D	$180.2574(7)	73,342,575	D
Common Stock	08/07/2025		S(1)		13,894	D	$181.4106(8)	73,328,681	D
Common Stock	08/07/2025		S(1)		18,770	D	$182.3339(9)	73,309,911	D
Common Stock	08/07/2025		S(1)		11,686	D	$183.14(10)	73,298,225	D
Common Stock	08/08/2025		S(1)		4,683	D	$180.9766(11)	73,293,542	D
Common Stock	08/08/2025		S(1)		29,416	D	$182.1003(12)	73,264,126	D
Common Stock	08/08/2025		S(1)		40,901	D	$182.7448(13)	73,223,225	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 $176.280 to $177.260. 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 $177.280 to $178.275. 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 $178.280 to $179.270. 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.

5. Represents weighted average sales price. The shares were sold at prices ranging from $179.280 to $179.850. 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 $178.815 to $179.810. 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 $179.820 to $180.815. 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 $180.820 to $181.810. 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 $181.820 to $182.810. 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 $182.820 to $183.780. 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 $180.430 to $181.390. 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 $181.430 to $182.425. 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 $182.430 to $183.280. 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.

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	08/08/2025
	** 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 shares did Jen-Hsun Huang sell on the NVDA Form 4?

The Form 4 reports a total of 225,000 shares sold across transactions on 08/06/2025–08/08/2025.

Were the NVDA insider sales part of a prearranged trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on March 20, 2025.

What price range did the NVDA sales occur at?

The reported tranche prices ranged approximately from $176.28 to $183.78 per share, with weighted-average prices disclosed for each tranche.

What is Jen-Hsun Huang’s direct ownership after these transactions?

After the reported disposals the filing shows direct common stock ownership of 73,223,225 shares.

Does the Form 4 disclose other significant holdings for the reporting person?

Yes. The filing lists substantial indirect holdings, including 582,503,470 shares held by a living trust and other positions held by partnerships, irrevocable trusts and LLCs.