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[Form 4] NVIDIA CORP Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

NVIDIA Corporation President and CEO Jen-Hsun Huang reported a routine equity transaction involving NVIDIA common stock. On 12/10/2025, 40,168 shares of common stock were withheld by NVIDIA to cover taxes due in connection with the vesting of previously granted restricted stock units, at a price of $184.97 per share.

After this tax withholding, Huang directly beneficially owned 69,693,035 NVIDIA shares. He also reported large indirect holdings through various entities, including 521,378,470 shares held by a living trust and additional blocks held by a partnership, several irrevocable trusts, grantor retained annuity trusts, and limited liability companies. The filing confirms his status as both a director and the company’s President and CEO, and is filed as a single reporting person.

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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).
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)
12/10/2025
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 12/10/2025 F 40,168(1) D $184.97 69,693,035(2) D
Common Stock 521,378,470(3) I By Trust(4)
Common Stock 49,489,560 I By Partnership(5)
Common Stock 22,280,000 I By Irrevocable Trust(6)
Common Stock 50,078,000 I By Irrevocable Remainder Trust(7)
Common Stock 29,512,185 I By Grantor Retained Annuity Trust 1(8)
Common Stock 29,512,185 I By Grantor Retained Annuity Trust 2(9)
Common Stock 10,000,000 I By Limited Liability Company 1(10)
Common Stock 10,000,000 I By Limited Liability Company 2(11)
Common Stock 30,000,000 I By Limited Liability Company 3(12)
Common Stock 30,000,000 I By Limited Liability Company 4(13)
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 40,847 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
3. Reflects 30,000,000 shares contributed to each of TARG S2 and TARG M2.
4. 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").
5. The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
6. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
7. The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.
8. The shares are held by The Lori Lynn Huang 2016 Annuity Trust II Agreement.
9. The shares are held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement.
10. The shares are held by TARG S LLC, of which the Trust is the sole member.
11. The shares are held by TARG M LLC, of which the Trust is the sole member.
12. The shares are held by TARG S2 LLC ("TARG S2"), of which the Trust is the sole member.
13. The shares are held by TARG M2 LLC ("TARG M2"), of which the Trust is the sole member.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang 12/12/2025
** 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.
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SANTA CLARA