[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

Insider trade snapshot: NVIDIA President & CEO Jen-Hsun (Jensen) Huang filed a Form 4 reporting the sale of 225,000 common shares over three trading sessions (8-10 July 2025) under a Rule 10b5-1 plan adopted on 20 March 2025.

• 8 Jul 2025: 75,000 shares sold in two blocks at a weighted average price of $159.07-$159.72.
• 9 Jul 2025: 75,000 shares sold in four blocks at $161.63-$164.29.
• 10 Jul 2025: 75,000 shares sold in three blocks at $162.34-$163.99.

The transactions reduced Huang’s direct ownership to 74,798,225 shares. He continues to hold substantial indirect stakes:

• 582,503,470 shares via the Jen-Hsun & Lori Huang Living Trust
• 49,489,560 shares via J.&L. Huang Investments L.P.
• 22,280,000 shares via a 2012 Irrevocable Trust
• 50,078,000 shares via an Irrevocable Remainder Trust
• 59,024,370 shares across two 2016 GRATs
• 20,000,000 shares via two LLCs

Total reported beneficial ownership: ~858.2 million shares. All sales were executed within the $158.43-$164.47 trading range, representing roughly 0.03 % of his total reported holdings.

No derivative transactions were reported, and the filing contains no other material corporate events.

Positive

• Rule 10b5-1 plan established well in advance enhances transparency and reduces perception of opportunistic selling.
• Executive-share alignment intact; direct plus indirect holdings remain above 858 million shares, maintaining strong incentive linkage.

Negative

• CEO insider selling can be interpreted as a bearish sentiment indicator, even if size is small relative to total holdings.
• The $225k-share disposal adds incremental supply to the market, potentially pressuring short-term sentiment for NVDA.

Insights

Securities Analyst

TL;DR: CEO sold 225k shares (~0.03 % of stake) via 10b5-1; negligible dilution impact, sentiment mildly cautious.

Huang’s sale is small relative to his +858 million-share position, limiting financial impact on NVIDIA’s float. Because the trades were pre-scheduled under Rule 10b5-1, the likelihood of informational timing is reduced. The $158-$164 execution window aligns with routine liquidity management and does not signal operational weakness. Historically, NVIDIA’s insider activity shows periodic, plan-based diversification. Thus, while headline-negative for momentum traders, the transaction is fundamentally neutral for long-term valuation.

Corporate Governance Expert

TL;DR: Governance-clean, transparent 10b5-1 sales; minimal risk implications.

The filing demonstrates strong compliance: advanced adoption of the trading plan, detailed price disclosures, and consistent block sizing. Direct ownership remains high, aligning executive incentives with shareholders. No red flags such as option exercises, derivative hedging, or rapid-fire plan amendments appear. Consequently, governance risk is unchanged; continued board and CEO alignment persists.

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)
07/08/2025

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	07/08/2025		S(1)		41,182	D	$159.0669(2)	74,982,043	D
Common Stock	07/08/2025		S(1)		33,818	D	$159.7173(3)	74,948,225	D
Common Stock	07/09/2025		S(1)		1,302	D	$161.6309(4)	74,946,923	D
Common Stock	07/09/2025		S(1)		49,324	D	$162.9137(5)	74,897,599	D
Common Stock	07/09/2025		S(1)		24,031	D	$163.5914(6)	74,873,568	D
Common Stock	07/09/2025		S(1)		343	D	$164.2916(7)	74,873,225	D
Common Stock	07/10/2025		S(1)		18,386	D	$162.3414(8)	74,854,839	D
Common Stock	07/10/2025		S(1)		29,285	D	$163.1494(9)	74,825,554	D
Common Stock	07/10/2025		S(1)		27,329	D	$163.9923(10)	74,798,225	D
Common Stock								582,503,470	I	By Trust(11)
Common Stock								49,489,560	I	By Partnership(12)
Common Stock								22,280,000	I	By Irrevocable Trust(13)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(14)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(15)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(16)
Common Stock								10,000,000	I	By Limited Liability Company 1(17)
Common Stock								10,000,000	I	By Limited Liability Company 2(18)

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 $158.430 to $159.420. 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 $159.430 to $160.180. 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.

4. Represents weighted average sales price. The shares were sold at prices ranging from $161.220 to $162.210. 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 $162.250 to $163.240. 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 $163.250 to $164.240. 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 $164.250 to $164.320. 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 $161.640 to $162.635. 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 $162.640 to $163.630. 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 $163.650 to $164.470. 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. 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").

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

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

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

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

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

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

18. 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	07/10/2025
	** 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

How many NVIDIA (NVDA) shares did CEO Jensen Huang sell in July 2025?

He sold 225,000 common shares between 8-10 July 2025.

At what prices were the NVDA shares sold?

Weighted average prices ranged from $158.43 to $164.47 per share.

Was the sale executed under a 10b5-1 trading plan?

Yes. The plan was adopted on 20 March 2025 and governs all reported sales.

How many NVDA shares does the CEO still own after the sale?

Direct ownership is 74,798,225 shares; total reported beneficial ownership is approximately 858.2 million shares when indirect holdings are included.

Were any derivative securities (options, warrants) involved in this Form 4?

No derivative transactions were reported; the filing lists only common-stock sales.