NVIDIA Insider Filing: Huang Discloses Multiple Sales and Charitable Gifts

Rhea-AI Filing Summary

Jen-Hsun Huang, President and CEO and a director of NVIDIA Corporation (NVDA), reported multiple sales of common stock effected under a Rule 10b5-1 trading plan adopted March 20, 2025, and gifts on September 15, 2025. The Form 4 lists aggregated disposals across September 12–16, 2025 totaling several hundred thousand shares sold at weighted-average prices in the $174.40–$178.54 range. Separately, the filing reports gifts of 750,000 shares to The Jen-Hsun & Lori Huang Foundation and 375,000 shares to a donor-advised fund, and substantial indirect holdings by trusts and related entities.

Positive

• Sales were made under a documented Rule 10b5-1 plan, indicating pre-established trading instructions
• Charitable donations disclosed: 750,000 shares to The Jen-Hsun & Lori Huang Foundation and 375,000 shares to a donor-advised fund
• Substantial indirect ownership remains through multiple trusts, partnerships, annuity trusts, and LLCs

Negative

• Multiple share disposals reported across September 12–16, 2025, reducing direct beneficial ownership
• Large single gift transaction of 1,125,000 shares reduces overall family-controlled shares available for active control if relevant

Insights

Corporate Governance Expert

TL;DR: Multiple Rule 10b5-1 sales and charitable gifts; continued large indirect ownership via trusts and entities.

The reported transactions were executed under a pre-established Rule 10b5-1 trading plan, which documents that the sales on September 12–16, 2025 were not opportunistic insider trades but followed an adopted plan. The Form 4 discloses a series of sales at weighted-average prices spanning roughly $174.40 to $178.54 and reports charitable gifts totaling 1,125,000 shares. The filing also details extensive indirect ownership across trusts, partnerships, annuity trusts, and LLCs, indicating sustained economic interest despite the reported disposals.

Securities Analyst

TL;DR: Significant block sales reported, executed via 10b5-1; large remaining indirect holdings maintained.

The table shows frequent small-to-medium sized sell transactions and one large gift transaction classified as a gift without consideration. Sales list precise share counts per trade and weighted-average prices; gifts of 750,000 and 375,000 shares are explicitly identified as charitable transfers. The disclosure of ownership by multiple trusts and entities quantifies substantial indirect holdings, which remain materially large relative to the disposed shares.

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
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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).

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)
09/12/2025

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	09/12/2025		S(1)		14,247	D	$177.249(2)	72,159,119	D
Common Stock	09/12/2025		S(1)		60,627	D	$177.8291(3)	72,098,492	D
Common Stock	09/12/2025		S(1)		126	D	$178.5309(4)	72,098,366	D
Common Stock	09/15/2025		S(1)		21,401	D	$175.2283(5)	72,076,965	D
Common Stock	09/15/2025		S(1)		11,486	D	$175.9436(6)	72,065,479	D
Common Stock	09/15/2025		S(1)		37,193	D	$177.3687(7)	72,028,286	D
Common Stock	09/15/2025		S(1)		4,920	D	$177.873(8)	72,023,366	D
Common Stock	09/16/2025		S(1)		36,482	D	$174.9819(9)	71,986,884	D
Common Stock	09/16/2025		S(1)		20,335	D	$176.0998(10)	71,966,549	D
Common Stock	09/16/2025		S(1)		17,606	D	$176.6007(11)	71,948,943	D
Common Stock	09/16/2025		S(1)		577	D	$177.394(12)	71,948,366	D
Common Stock	09/15/2025		G		1,125,000	D	$0(13)	581,378,470	I	By Trust(14)
Common Stock								49,489,560	I	By Partnership(15)
Common Stock								22,280,000	I	By Irrevocable Trust(16)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(17)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(18)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(19)
Common Stock								10,000,000	I	By Limited Liability Company 1(20)
Common Stock								10,000,000	I	By Limited Liability Company 2(21)

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 $176.530 to $177.525. 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 $177.530 to $178.520. 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 $178.530 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.

5. Represents weighted average sales price. The shares were sold at prices ranging from $174.580 to $175.575. 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 $175.580 to $176.485. 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 $176.750 to $177.740. 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 $177.750 to $178.210. 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.

9. Represents weighted average sales price. The shares were sold at prices ranging from $174.400 to $175.390. 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.

10. Represents weighted average sales price. The shares were sold at prices ranging from $175.410 to $176.400. 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 $176.410 to $177.090. 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 $177.290 to $177.410. 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. Gifts without consideration 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"), of 750,000 shares of the Issuer's common stock to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization, and 375,000 shares of the Issuer's common stock to a donor-advised fund.

14. The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust.

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

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

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

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

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

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

21. 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	09/16/2025
	** 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?

He reported multiple sales of NVIDIA common stock during September 12–16, 2025 under a Rule 10b5-1 plan and gifts totaling 1,125,000 shares to charitable entities.

Were the stock sales pre-planned or discretionary?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 20, 2025, as stated in the filing.

How many shares were gifted and to whom?

750,000 shares were gifted to The Jen-Hsun & Lori Huang Foundation and 375,000 shares to a donor-advised fund, together totaling 1,125,000 shares.

What price range did the reported sales occur at?

The filing discloses weighted-average sales prices with transactions occurring in ranges between $174.40 and $178.54 per share across the listed trades.

Does Jen-Hsun Huang still hold significant NVDA stock after these transactions?

Yes. The Form 4 shows large indirect holdings across trusts and entities, including holdings reported as hundreds of millions of shares aggregated in indirect ownership lines.