[Form 4] NVIDIA CORP Insider Trading Activity

NVIDIA Corporation President and CEO Jen-Hsun Huang reported a routine equity transaction involving NVIDIA common stock.

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.

Insider Trade Summary

Exercise Price or Tax Liability: 40,168 shares

Exercise Price or Tax Liability 11 txns

Insider HUANG JEN HSUN

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	40,168	$184.97	$7.43M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 69,693,035 shares (Direct); Common Stock — 521,378,470 shares (Indirect, By Trust); Common Stock — 49,489,560 shares (Indirect, By Partnership); Common Stock — 22,280,000 shares (Indirect, By Irrevocable Trust); Common Stock — 50,078,000 shares (Indirect, By Irrevocable Remainder Trust); Common Stock — 29,512,185 shares (Indirect, By Grantor Retained Annuity Trust 1); Common Stock — 29,512,185 shares (Indirect, By Grantor Retained Annuity Trust 2); Common Stock — 10,000,000 shares (Indirect, By Limited Liability Company 1); Common Stock — 10,000,000 shares (Indirect, By Limited Liability Company 2); Common Stock — 30,000,000 shares (Indirect, By Limited Liability Company 3); Common Stock — 30,000,000 shares (Indirect, By Limited Liability Company 4)

Footnotes (13)

1. F1. 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. F2. Includes 40,847 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
3. F3. Reflects 30,000,000 shares contributed to each of TARG S2 and TARG M2.
4. F4. 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. F5. The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
6. F6. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
7. F7. 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. F8. The shares are held by The Lori Lynn Huang 2016 Annuity Trust II Agreement.
9. F9. The shares are held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement.
10. F10. The shares are held by TARG S LLC, of which the Trust is the sole member.
11. F11. The shares are held by TARG M LLC, of which the Trust is the sole member.
12. F12. The shares are held by TARG S2 LLC ("TARG S2"), of which the Trust is the sole member.
13. F13. The shares are held by TARG M2 LLC ("TARG M2"), of which the Trust is the sole member.

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Accepted by SEC EDGAR 12/12/2025 - 09:01 PM Learn about SEC filing dates

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.
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