NVDA Form 4: Huang Disposes ~225,000 Shares; 10b5‑1 Plan in Place
Rhea-AI Filing Summary
Jen‑Hsun Huang, President and CEO of NVIDIA (NVDA), reported multiple sales of common stock under a Rule 10b5‑1 trading plan adopted March 20, 2025. The Form 4 lists a series of dispositions on September 22–24, 2025, with per‑lot weighted average sale prices ranging roughly from $174.82 to $184.38. The reported line‑item disposals total approximately 225,000 shares sold across the listed transactions. Following the reported sales, the filing shows direct beneficial ownership figures in the low 71.5 million share range, while substantial indirect holdings remain via trusts, partnerships, annuity trusts and LLCs totaling hundreds of millions of shares held indirectly.
The filing is a routine insider sale disclosure made under a prearranged 10b5‑1 plan and documents both the sales and the large continuing indirect ownership positions; no derivative transactions or other material corporate events are disclosed in this Form 4.
Positive
- Sales executed under a Rule 10b5‑1 plan, providing a prearranged and compliant framework for insider transactions
- Detailed disclosure of per‑lot weighted average prices, supporting transparency for market participants
- Substantial indirect holdings remain via trusts, partnerships and LLCs, indicating continued long‑term economic exposure
Negative
- Reported disposals total approximately 225,000 shares across September 22–24, 2025, reducing direct share counts
- Direct beneficial ownership figures post‑transactions are in the low 71.5 million share range, showing a measurable reduction in directly held shares
Insights
TL;DR: Routine 10b5‑1 insider sales disclosed; governance transparency maintained, while substantial indirect holdings remain intact.
The Form 4 documents scheduled dispositions executed under a 10b5‑1 plan, which is a common mechanism for corporate insiders to sell shares while limiting potential claims of trading on material nonpublic information. The filing provides clear per‑lot weighted average prices and shows continued large indirect ownership via multiple trusts and entities. From a governance perspective the filing is timely and detailed, supporting market transparency. The transactions themselves appear preplanned and do not indicate an ad hoc disposition that would raise governance concerns on its face.
TL;DR: Materiality is limited; disclosed sales (~225,000 shares) are modest relative to aggregate indirect holdings, so investor impact is likely neutral.
The reported disposals over three days total roughly 225,000 shares at weighted average prices spanning about $174.82 to $184.38 per share. While the absolute dollar value is meaningful in isolation, the filing also shows extensive indirect holdings across trusts and entities, implying the insider retains substantial economic exposure to NVDA. Because the trades were executed under a 10b5‑1 plan adopted earlier in the year, these are consistent with preplanned liquidity actions rather than opportunistic or informational trades. Overall, the direct reduction in holdings is small relative to total beneficial positions, suggesting limited market signal.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 9,548 | $176.1223 | $1.68M |
| Sale | Common Stock | 29,827 | $176.963 | $5.28M |
| Sale | Common Stock | 20,588 | $178.2274 | $3.67M |
| Sale | Common Stock | 14,767 | $178.9312 | $2.64M |
| Sale | Common Stock | 270 | $179.61 | $48K |
| Sale | Common Stock | 14,226 | $178.0123 | $2.53M |
| Sale | Common Stock | 14,521 | $178.7289 | $2.60M |
| Sale | Common Stock | 34,118 | $179.9253 | $6.14M |
| Sale | Common Stock | 10,176 | $180.6754 | $1.84M |
| Sale | Common Stock | 1,959 | $181.6744 | $356K |
| Sale | Common Stock | 33,747 | $175.4751 | $5.92M |
| Sale | Common Stock | 5,744 | $175.9182 | $1.01M |
| Sale | Common Stock | 320 | $177.2436 | $57K |
| Sale | Common Stock | 577 | $178.2276 | $103K |
| Sale | Common Stock | 658 | $179.4604 | $118K |
| Sale | Common Stock | 489 | $180.4656 | $88K |
| Sale | Common Stock | 1,553 | $181.4967 | $282K |
| Sale | Common Stock | 20,429 | $182.9269 | $3.74M |
| Sale | Common Stock | 11,283 | $183.6046 | $2.07M |
| Sale | Common Stock | 200 | $184.327 | $37K |
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Footnotes (1)
- The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 20, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $174.820 to $175.810. 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. Represents weighted average sales price. The shares were sold at prices ranging from $175.820 to $176.650. 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. Represents weighted average sales price. The shares were sold at prices ranging from $176.910 to $177.570. 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. Represents weighted average sales price. The shares were sold at prices ranging from $177.960 to $178.810. 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. Represents weighted average sales price. The shares were sold at prices ranging from $179.100 to $179.750. 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. Represents weighted average sales price. The shares were sold at prices ranging from $180.130 to $181.110. 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. Represents weighted average sales price. The shares were sold at prices ranging from $181.150 to $182.100. 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. Represents weighted average sales price. The shares were sold at prices ranging from $182.270 to $183.260. 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. Represents weighted average sales price. The shares were sold at prices ranging from $183.270 to $184.190. 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. Represents weighted average sales price. The shares were sold at prices ranging from $184.280 to $184.380. 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. Represents weighted average sales price. The shares were sold at prices ranging from $177.370 to $178.360. 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. Represents weighted average sales price. The shares were sold at prices ranging from $178.370 to $179.360. 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. Represents weighted average sales price. The shares were sold at prices ranging from $179.370 to $180.360. 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. Represents weighted average sales price. The shares were sold at prices ranging from $180.370 to $181.360. 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. Represents weighted average sales price. The shares were sold at prices ranging from $181.390 to $182.220. 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. Represents weighted average sales price. The shares were sold at prices ranging from $175.550 to $176.520. 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. Represents weighted average sales price. The shares were sold at prices ranging from $176.550 to $177.540. 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. Represents weighted average sales price. The shares were sold at prices ranging from $177.580 to $178.570. 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. Represents weighted average sales price. The shares were sold at prices ranging from $178.580 to $179.560. 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. Represents weighted average sales price. The shares were sold at prices ranging from $179.590 to $179.650. 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. 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"). The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee. The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee. The shares are held by The Lori Lynn Huang 2016 Annuity Trust II Agreement. The shares are held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement. The shares are held by TARG S LLC, of which the Trust is the sole member. The shares are held by TARG M LLC, of which the Trust is the sole member.
