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

Financial Analyst

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.

Corporate Governance Expert

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.

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)
08/29/2025

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	08/29/2025		S(1)		32,488	D	$173.8729(2)	72,815,878(3)	D
Common Stock	08/29/2025		S(1)		34,773	D	$174.5759(4)	72,781,105	D
Common Stock	08/29/2025		S(1)		2,860	D	$175.436(5)	72,778,245	D
Common Stock	08/29/2025		S(1)		3,509	D	$176.7084(6)	72,774,736	D
Common Stock	08/29/2025		S(1)		1,370	D	$177.6669(7)	72,773,366	D
Common Stock	09/02/2025		S(1)		9,391	D	$167.8642(8)	72,763,975	D
Common Stock	09/02/2025		S(1)		23,316	D	$168.9946(9)	72,740,659	D
Common Stock	09/02/2025		S(1)		19,876	D	$169.8152(10)	72,720,783	D
Common Stock	09/02/2025		S(1)		17,540	D	$170.6894(11)	72,703,243	D
Common Stock	09/02/2025		S(1)		4,877	D	$171.7427(12)	72,698,366	D
Common Stock	09/03/2025		S(1)		16,955	D	$169.4812(13)	72,681,411	D
Common Stock	09/03/2025		S(1)		21,785	D	$170.4358(14)	72,659,626	D
Common Stock	09/03/2025		S(1)		32,641	D	$171.3282(15)	72,626,985	D
Common Stock	09/03/2025		S(1)		3,619	D	$172.1181(16)	72,623,366	D
Common Stock								582,503,470	I	By Trust(17)
Common Stock								49,489,560	I	By Partnership(18)
Common Stock								22,280,000	I	By Irrevocable Trust(19)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(20)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(21)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(22)
Common Stock								10,000,000	I	By Limited Liability Company 1(23)
Common Stock								10,000,000	I	By Limited Liability Company 2(24)

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 $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.

3. Includes 141 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 29, 2025.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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").

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

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

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

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

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

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

24. 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	09/03/2025
	** 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

What did Jen-Hsun Huang report on Form 4 for NVDA?

The Form 4 reports multiple open-market sales executed under a Rule 10b5-1 plan, totaling 225,000 shares sold on Aug 29, Sep 2 and Sep 3, 2025.

Were the insider sales discretionary or part of a pre-set plan?

The reporting person states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted March 20, 2025.

At what prices were the NVDA shares sold?

Weighted-average prices reported for the sales range approximately from $167.86 to $177.67 per share, with detailed price ranges provided per sale in the filing.

How many NVDA shares does the reporting person own after these transactions?

The filing shows approximately 72,7xx,xxx shares directly owned (reported as ~72.7 million) after the listed transactions, plus substantial indirect holdings.

What indirect ownership does the Form 4 disclose?

The Form 4 lists large indirect holdings held by trust(s), partnerships and LLCs, including multi-hundred-million share interests across specified entities and trusts.