Jen‑Hsun Huang reports RSU vesting and sales on NVDA Form 4

Rhea-AI Filing Summary

Jen-Hsun Huang, President and CEO of NVIDIA Corporation (NVDA), reported multiple transactions on Form 4. Between 09/17/2025 and 09/19/2025 the filing shows 225,000 shares sold pursuant to a Rule 10b5-1 trading plan adopted March 20, 2025, and 40,842 shares issued upon vesting of restricted stock units. The issuer withheld 40,163 shares to satisfy taxes related to the RSU vesting. After these transactions the reporting person’s direct beneficial ownership is shown as 71,833,203 shares. The filing also discloses substantial indirect holdings through trusts, partnerships and LLCs, including 581,378,470 shares held by the Jen-Hsun & Lori Huang Living Trust and other trusts and entities.

Positive

• Transactions executed under a disclosed Rule 10b5-1 trading plan, indicating adherence to an established trading program
• Tax withholding on RSU vesting is reported transparently with the number of shares withheld (40,163)
• Detailed disclosure of indirect holdings via trusts, partnerships and LLCs, including the 581,378,470-share trust position

Negative

• Aggregate of 225,000 shares sold between 09/17/2025 and 09/19/2025, reducing direct holdings
• Multiple sell transactions at varying prices which may be interpreted by some market participants as distribution of shares into the market

Insights

Financial Analyst

TL;DR: Insider sales of 225,000 shares executed under a 10b5-1 plan; large beneficial ownership remains concentrated in trust structures.

The transactions are routine in form: a series of planned market sales executed under a Rule 10b5-1 plan and tax-withheld shares from RSU vesting. The filing discloses 225,000 shares sold across specified price ranges from $168.44 to $178.06 and 40,842 shares issued on vesting, with 40,163 withheld for taxes. These sales reduce the reporting person's direct holdings but leave substantial indirect ownership through multiple trusts and entities, notably 581,378,470 shares held by the Jen-Hsun & Lori Huang Living Trust. For investors, the key observable facts are the use of a pre-established trading plan and the size and composition of remaining indirect holdings.

Corporate Governance Expert

TL;DR: Transactions comply with a disclosed 10b5-1 plan and standard tax withholding on vested RSUs; ownership structure remains highly concentrated.

The filing documents compliance with insider-trading safe-harbor procedures by noting the March 20, 2025 Rule 10b5-1 plan and providing explanations for weighted-average sale prices. It also itemizes the reporting person's complex ownership via trusts, partnerships, annuity and irrevocable trusts and LLCs. The disclosure is thorough for a Form 4: it lists the shares sold, prices ranges and the various entities holding substantial indirect positions, which is important for governance transparency around control and voting influence.

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
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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)
09/17/2025

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	09/17/2025		F		40,163(1)	D	$174.88	71,908,203(2)	D
Common Stock	09/17/2025		S(3)		8,476	D	$169.0944(4)	71,899,727	D
Common Stock	09/17/2025		S(3)		36,268	D	$170.0055(5)	71,863,459	D
Common Stock	09/17/2025		S(3)		26,423	D	$170.831(6)	71,837,036	D
Common Stock	09/17/2025		S(3)		2,084	D	$171.6902(7)	71,834,952	D
Common Stock	09/17/2025		S(3)		1,749	D	$172.7643(8)	71,833,203	D
Common Stock	09/18/2025		S(3)		10,025	D	$173.6174(9)	71,823,178	D
Common Stock	09/18/2025		S(3)		8,875	D	$174.6436(10)	71,814,303	D
Common Stock	09/18/2025		S(3)		16,442	D	$175.6291(11)	71,797,861	D
Common Stock	09/18/2025		S(3)		39,658	D	$176.4828(12)	71,758,203	D
Common Stock	09/19/2025		S(3)		41,271	D	$175.9742(13)	71,716,932	D
Common Stock	09/19/2025		S(3)		23,070	D	$176.7031(14)	71,693,862	D
Common Stock	09/19/2025		S(3)		10,659	D	$177.5414(15)	71,683,203	D
Common Stock								581,378,470	I	By Trust(16)
Common Stock								49,489,560	I	By Partnership(17)
Common Stock								22,280,000	I	By Irrevocable Trust(18)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(19)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(20)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(21)
Common Stock								10,000,000	I	By Limited Liability Company 1(22)
Common Stock								10,000,000	I	By Limited Liability Company 2(23)

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 $168.440 to $169.430. 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 $169.440 to $170.430. 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 $170.440 to $171.420. 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 $171.440 to $172.130. 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 $172.560 to $173.070. 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 $173.050 to $174.040. 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 $174.065 to $175.060. 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 $175.070 to $176.065. 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 $176.070 to $177.060. 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 $175.310 to $176.305. 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 $176.310 to $177.300. 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 $177.310 to $178.060. 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. 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"), of which the Reporting Person is a trustee.

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

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

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

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

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

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

23. 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	09/19/2025
	** 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 insider transactions did Jen-Hsun Huang report on Form 4 for NVDA?

The Form 4 shows 225,000 shares sold between 09/17/2025 and 09/19/2025 under a Rule 10b5-1 plan and 40,842 shares issued on RSU vesting, with 40,163 shares withheld for taxes.

Were the NVDA sales executed under a trading plan?

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

How many NVDA shares does Jen-Hsun Huang beneficially own after these transactions?

The Form 4 reports 71,833,203 shares held directly by the reporting person after the transactions, plus substantial indirect holdings through trusts and entities.

What significant indirect holdings are disclosed in the Form 4?

The filing discloses 581,378,470 shares held by the Jen-Hsun & Lori Huang Living Trust and additional holdings in other trusts, partnerships and LLCs (for example, 49,489,560 by a partnership and multiple annuity and irrevocable trusts).

What price range did the reported NVDA sales occur at?

The explanation lists weighted-average sale price ranges across transactions, with individual sale ranges spanning approximately $168.44 to $178.06.