NVIDIA Insider Filing: CEO Disposes of 225K Shares Under 10b5-1 Plan
Rhea-AI Filing Summary
Jen-Hsun Huang, NVIDIA Corporation's President and CEO, reported planned sales under a Rule 10b5-1 trading plan adopted March 20, 2025. The Form 4 lists three separate batches of open-market dispositions on August 29, September 2 and September 3, 2025, totaling 225,000 shares sold at weighted-average prices ranging roughly from $167.86 to $177.67 per share. After these transactions, the reporting person is shown as directly owning approximately 72.7 million shares. The filing also discloses substantial indirect holdings across trusts, partnerships and LLCs, representing several hundred million additional shares held indirectly.
Positive
- Sales executed under a Rule 10b5-1 trading plan, indicating pre-arranged, non-discretionary transactions
- Substantial retained ownership: approximately 72.7 million shares directly plus large indirect holdings across trusts, partnerships and LLCs
Negative
- Significant open-market dispositions by the CEO: a total of 225,000 shares sold across August 29, September 2 and September 3, 2025
Insights
TL;DR: CEO executed systematic sales under a 10b5-1 plan, selling 225,000 shares at ~$168–$178, while retaining very large direct and indirect holdings.
The reported transactions were effected pursuant to an established Rule 10b5-1 plan, indicating pre-arranged, non-discretionary sales. Total shares sold across three days equal 225,000 shares with weighted-average prices in the high-$160s to high-$170s. Despite these sales, the reporting person retains direct ownership of ~72.7 million shares and meaningful indirect stakes via trusts and entities. For investors, this filing documents liquidity taken from a large insider position but does not indicate a change in control or a disposition that materially reduces overall insider ownership.
TL;DR: Sales were executed under a documented 10b5-1 plan, minimizing governance concerns but warranting disclosure attention due to CEO status.
The Form 4 explicitly states the sales were pursuant to a 10b5-1 trading plan adopted March 20, 2025, which provides an affirmative defense under Rule 10b5-1. The filing includes detailed breakdowns of sale quantities and weighted-average prices and lists extensive indirect holdings through multiple trusts and entities. From a governance perspective, use of a pre-established plan aligns with best practices for avoiding selectively timed insider trades; the scale of retained ownership suggests continued alignment with long-term shareholder interests.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 16,955 | $169.4812 | $2.87M |
| Sale | Common Stock | 21,785 | $170.4358 | $3.71M |
| Sale | Common Stock | 32,641 | $171.3282 | $5.59M |
| Sale | Common Stock | 3,619 | $172.1181 | $623K |
| Sale | Common Stock | 9,391 | $167.8642 | $1.58M |
| Sale | Common Stock | 23,316 | $168.9946 | $3.94M |
| Sale | Common Stock | 19,876 | $169.8152 | $3.38M |
| Sale | Common Stock | 17,540 | $170.6894 | $2.99M |
| Sale | Common Stock | 4,877 | $171.7427 | $838K |
| Sale | Common Stock | 32,488 | $173.8729 | $5.65M |
| Sale | Common Stock | 34,773 | $174.5759 | $6.07M |
| Sale | Common Stock | 2,860 | $175.436 | $502K |
| Sale | Common Stock | 3,509 | $176.7084 | $620K |
| Sale | Common Stock | 1,370 | $177.6669 | $243K |
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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 $173.160 to $174.150. 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. Includes 141 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 29, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $174.160 to $175.150. 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 $175.160 to $176.100. 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 $176.360 to $177.190. 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 $177.400 to $177.940. 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 $167.300 to $168.290. 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 $168.320 to $169.315. 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 $169.320 to $170.310. 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 $170.320 to $171.310. 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 $171.320 to $172.270. 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 $168.880 to $169.870. 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 $169.880 to $170.875. 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 $170.880 to $171.875. 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 $171.880 to $172.350. 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.
