Jen‑hsun Huang Reports 225,000 NVDA Share Sales via Pre‑Arranged Plan

Rhea-AI Filing Summary

Jen‑hsun Huang, President and CEO of NVIDIA (NVDA), reported sales of 225,000 shares of NVIDIA common stock under a pre‑established Rule 10b5‑1 trading plan adopted March 20, 2025. The sales occurred on September 25, 26 and 29, 2025 at weighted average prices in the ranges disclosed for each trade, and the filings show a remaining direct beneficial ownership of 71,233,203 shares. The Form 4 lists substantial indirect holdings held by trusts, partnerships and LLCs as described in the form. The transactions were signed by Rebecca Peters, Attorney‑in‑Fact, on September 29, 2025.

Positive

• Transactions were executed under a Rule 10b5‑1 trading plan, indicating pre‑planned dispositions rather than opportunistic insider trades
• Filing discloses remaining direct ownership of 71,233,203 shares, plus detailed indirect holdings, providing transparent disclosure
• Form 4 includes price ranges and explanations for each tranche and identifies the fiduciary vehicles holding additional shares

Negative

• The CEO sold 225,000 shares over three days in late September 2025, which increases share supply from a senior executive
• Large aggregate insider ownership is concentrated in trusts and entities, which may indicate continued control concentrated with the Reporting Person

Insights

Securities Analyst

TL;DR: CEO sold 225,000 NVDA shares under a 10b5‑1 plan; transaction provides liquidity but appears pre‑planned, not immediate insider reaction.

The sales totaled 225,000 shares executed across three dates in late September 2025 and were effected pursuant to a Rule 10b5‑1 plan adopted March 20, 2025, which indicates pre‑arranged disposition rather than opportunistic trading. The report discloses weighted average price ranges for each tranche and shows the Reporting Person retains 71,233,203 shares directly, plus significant indirect holdings by various trusts and entities. For investors, pre‑arranged sales by a founder/CEO reduce the informational surprise but still represent ongoing share supply from a meaningful long‑term holder.

Corporate Governance Expert

TL;DR: Insider sales were executed under a documented 10b5‑1 plan, aligning with governance best practices, though the CEO remains a very large holder.

The Form 4 clearly states the transactions were carried out pursuant to a 10b5‑1 plan, which supports compliance and reduces appearance of timed insider trading. The filing also itemizes extensive indirect holdings through trusts, partnerships and LLCs, indicating continued concentrated ownership and potential control influence. The disclosure is complete with explanations of price ranges and trustee/vehicle descriptions, which aids transparency for shareholders.

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).

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)
09/25/2025

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	09/25/2025		S(1)		4,643	D	$173.847(2)	71,453,560	D
Common Stock	09/25/2025		S(1)		7,910	D	$174.6591(3)	71,445,650	D
Common Stock	09/25/2025		S(1)		3,784	D	$175.8554(4)	71,441,866	D
Common Stock	09/25/2025		S(1)		20,015	D	$176.9408(5)	71,421,851	D
Common Stock	09/25/2025		S(1)		22,300	D	$177.6469(6)	71,399,551	D
Common Stock	09/25/2025		S(1)		7,995	D	$178.6972(7)	71,391,556	D
Common Stock	09/25/2025		S(1)		8,353	D	$179.6188(8)	71,383,203	D
Common Stock	09/26/2025		S(1)		11,995	D	$175.8988(9)	71,371,208	D
Common Stock	09/26/2025		S(1)		27,397	D	$176.605(10)	71,343,811	D
Common Stock	09/26/2025		S(1)		33,098	D	$177.5395(11)	71,310,713	D
Common Stock	09/26/2025		S(1)		2,510	D	$178.3078(12)	71,308,203	D
Common Stock	09/29/2025		S(1)		6,954	D	$181.0824(13)	71,301,249	D
Common Stock	09/29/2025		S(1)		36,296	D	$181.8974(14)	71,264,953	D
Common Stock	09/29/2025		S(1)		24,558	D	$182.9936(15)	71,240,395	D
Common Stock	09/29/2025		S(1)		7,192	D	$183.546(16)	71,233,203	D
Common Stock								581,378,470	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 $173.230 to $174.220. 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 $174.240 to $175.210. 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 $175.260 to $176.250. 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 $176.270 to $177.260. 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 $177.270 to $178.250. 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 $178.270 to $179.250. 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 $179.270 to $180.160. 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 $175.170 to $176.160. 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 $176.170 to $177.165. 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 $177.170 to $178.160. 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 $178.180 to $178.540. 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.

13. Represents weighted average sales price. The shares were sold at prices ranging from $180.395 to $181.380. 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 $181.400 to $182.390. 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 $182.400 to $183.390. 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 $183.400 to $183.820. 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	09/29/2025
	** 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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FAQ

What did Jen‑hsun Huang (NVDA) report on this Form 4?

The Form 4 reports that Jen‑hsun Huang sold 225,000 NVDA shares on September 25, 26 and 29, 2025 under a Rule 10b5‑1 trading plan.

Were the insider sales part of a pre‑arranged plan?

Yes. The filing states the transactions were effected pursuant to a 10b5‑1 trading plan adopted March 20, 2025.

How many NVDA shares does the reporting person still directly own?

The Form 4 shows 71,233,203 shares beneficially owned directly following the reported transactions.

Does the Form 4 disclose indirect holdings?

Yes. The filing lists substantial indirect holdings held by trusts, partnerships and LLCs with specific share counts disclosed in the form.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Rebecca Peters, Attorney‑in‑Fact for Jen‑hsun Huang on September 29, 2025.