NVIDIA (NVDA) CEO Jen-Hsun Huang receives 936,771-share equity grant

Rhea-AI Filing Summary

NVIDIA CORP President and CEO Jen-Hsun Huang reported awards of company stock rather than open-market trades. On March 2, 2026, he acquired 179,411 common shares and 757,360 common shares as stock awards at no cost, tied to performance goals. These awards vest over time, with portions vesting on March 18, 2026 and, for one grant, in quarterly installments over about four years. The filing also updates large indirect holdings in various Huang family trusts and limited liability companies.

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

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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)
03/02/2026

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	03/02/2026		A		179,411(1)	A	$0(2)	69,872,523(3)	D
Common Stock	03/02/2026		A		757,360(4)	A	$0(2)	70,629,883	D
Common Stock								521,735,113	I	By Trust(5)
Common Stock								31,421,011	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 the number of shares earned based on the achievement of a pre-established operating plan performance goal during the Issuer's fiscal year ended January 25, 2026. The shares earned will vest as to 25% on March 18, 2026 and as to 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.

2. The shares represent restricted stock units that were received as an award, for no consideration.

3. Includes 77 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2026.

4. Represents the number of shares earned based on achievement of a pre-established performance goal from January 30, 2023 through January 25, 2026. The shares earned will vest as to 100% on March 18, 2026, such that the shares will be fully vested on approximately the three (3) year anniversary of the date of grant.

5. 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").

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, of which the Trust is the sole member.

13. The shares are held by TARG M2 LLC, of which the Trust is the sole member.

Remarks:

	/s/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NVIDIA (NVDA) CEO Jen-Hsun Huang report?

Jen-Hsun Huang reported receiving two stock awards rather than buying or selling on the market. He acquired 179,411 and 757,360 NVIDIA common shares as grants at no cost, tied to specified performance goals and future vesting schedules described in the filing footnotes.

How many NVIDIA (NVDA) shares were granted to the CEO in this Form 4?

The CEO was granted a total of 936,771 shares of NVIDIA common stock. This comes from one award of 179,411 shares and another of 757,360 shares, both received for no consideration as equity compensation linked to performance criteria and future vesting milestones.

What are the vesting terms of Jen-Hsun Huang’s 179,411-share NVIDIA award?

The 179,411-share award was earned based on a pre-established operating plan goal for the fiscal year ended January 25, 2026. It vests 25% on March 18, 2026, then 6.25% every three months, reaching full vesting around the four-year anniversary of the grant date.

When will Jen-Hsun Huang’s 757,360-share NVIDIA stock award vest?

The 757,360-share award was earned based on a performance goal measured from January 30, 2023 through January 25, 2026. According to the filing, all of these shares will vest 100% on March 18, 2026, roughly three years after the original grant date.

Does the NVIDIA (NVDA) Form 4 show any stock sales by Jen-Hsun Huang?

The Form 4 does not report any stock sales by Jen-Hsun Huang. It shows stock awards categorized as grants or other acquisitions at no cost and updates on substantial indirect holdings through trusts and limited liability companies associated with the Huang family.

How are Jen-Hsun Huang’s indirect NVIDIA share holdings structured in this filing?

The filing lists large indirect NVIDIA holdings through several entities. These include the Jen-Hsun & Lori Huang Living Trust, multiple irrevocable and annuity trusts, and four TARG-branded limited liability companies, with footnotes explaining that the trusts or living trust hold the shares.