[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

Jen-Hsun Huang, President, CEO and Director of NVIDIA Corporation, reported dispositions of a total of 150,000 shares of NVIDIA common stock on August 14-15, 2025 under a Rule 10b5-1 trading plan adopted on March 20, 2025. The sales were reported as a series of weighted-average-price transactions with reported price ranges from $178.140 to $182.960 across the trades.

Following these reported sales, the form shows 72,848,225 shares beneficially owned directly by the reporting person. Significant indirect holdings are reported as well, including 582,503,470 shares held by the Jen-Hsun & Lori Huang Living Trust and additional holdings in partnerships, irrevocable trusts, annuity trusts, and LLCs as detailed on the form.

Positive

• Sales were executed under a Rule 10b5-1 trading plan, with the adoption date (March 20, 2025) disclosed
• Filing provides detailed breakdown of direct and indirect beneficial ownership across trusts, partnerships and LLCs

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine, pre-planned sales of 150,000 NVDA shares under a 10b5-1 plan; material beneficial holdings remain concentrated in trusts and related entities.

The Form 4 discloses systematic dispositions totaling 150,000 shares on August 14-15, 2025, executed pursuant to a 10b5-1 trading plan adopted March 20, 2025. Reported weighted-average price ranges span approximately $178.14 to $182.96. Post-transaction direct beneficial ownership is reported at 72,848,225 shares, with substantial indirect ownership reported across multiple trust and entity structures totaling hundreds of millions of shares. From a financial-analytic standpoint, these entries document insider liquidity events but do not by themselves provide new operational or earnings information about the issuer.

Corporate Governance Expert

TL;DR: Disclosure is clear: sales were effected under a documented 10b5-1 plan and were certified by an attorney-in-fact.

The filing explicitly identifies the Rule 10b5-1 plan adoption date (March 20, 2025) and states that full per-price breakdowns will be provided on request to the SEC or issuer. The signature block shows the form was signed by an attorney-in-fact on behalf of the reporting person. The filing also itemizes the legal structures through which indirect ownership is held, including trusts, partnerships and LLCs, which is important for transparency of control and potential conflicts. This is a standard Section 16 disclosure consistent with governance practices for reporting insider transactions.

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)
08/14/2025

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	08/14/2025		S(1)		2,311	D	$180.127(2)	72,995,914	D
Common Stock	08/14/2025		S(1)		14,673	D	$181.1977(3)	72,981,241	D
Common Stock	08/14/2025		S(1)		53,466	D	$181.9834(4)	72,927,775	D
Common Stock	08/14/2025		S(1)		4,550	D	$182.7131(5)	72,923,225	D
Common Stock	08/15/2025		S(1)		11,883	D	$178.9205(6)	72,911,342	D
Common Stock	08/15/2025		S(1)		45,688	D	$179.6893(7)	72,865,654	D
Common Stock	08/15/2025		S(1)		15,479	D	$180.433(8)	72,850,175	D
Common Stock	08/15/2025		S(1)		1,950	D	$181.3374(9)	72,848,225	D
Common Stock								582,503,470	I	By Trust(10)
Common Stock								49,489,560	I	By Partnership(11)
Common Stock								22,280,000	I	By Irrevocable Trust(12)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(13)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(14)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(15)
Common Stock								10,000,000	I	By Limited Liability Company 1(16)
Common Stock								10,000,000	I	By Limited Liability Company 2(17)

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 $179.560 to $180.530. 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 $180.560 to $181.550. 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 $181.560 to $182.540. 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.

5. Represents weighted average sales price. The shares were sold at prices ranging from $182.560 to $182.960. 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 $178.140 to $179.130. 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 $179.140 to $180.130. 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 $180.140 to $181.130. 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 $181.140 to $181.880. 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. 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").

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

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

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

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

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

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

17. 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	08/18/2025
	** 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

When did Jen-Hsun Huang report selling NVIDIA (NVDA) shares?

The reported dispositions occurred on August 14 and August 15, 2025.

How many NVDA shares did Jen-Hsun Huang sell in this Form 4?

The Form 4 reports total dispositions of 150,000 shares (sum of listed sales).

Were the sales part of a pre-arranged trading plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on March 20, 2025.

What price range were the NVDA shares sold at?

The reported sales had weighted-average price ranges between approximately $178.14 and $182.96; full per-price breakdowns are available upon request as stated in the filing.

How many NVDA shares does the reporting person beneficially own after the sales?

The Form 4 shows 72,848,225 shares owned directly by the reporting person following the reported transactions, plus substantial indirect holdings listed on the form.

Who signed the Form 4 on behalf of Jen-Hsun Huang?

The form was signed by Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang on August 18, 2025.