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NVIDIA CEO gifts 438,000 shares, reports tax move

NVIDIA CEO Jen-Hsun Huang reported charitable gifts and tax-related share withholding while maintaining substantial direct and indirect NVDA holdings.

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NVIDIA CORP (NVDA) President and CEO Jen-Hsun Huang reported two non-sale dispositions of common stock. On September 17, 2026, the Jen-Hsun & Lori Huang Living Trust made bona fide gifts of 438,000 shares to charitable vehicles, leaving 467,693,547 shares held indirectly by the trust. On September 16, 2026, 45,728 shares were withheld at $212.17 per share to satisfy Mr. Huang’s tax obligations on vesting restricted stock units, leaving 70,100,666 shares held directly. Additional large indirect positions are reported in various irrevocable trusts and LLCs associated with the trust. No Rule 10b5-1 trading plan is reported.

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Insider HUANG JEN HSUN
Role President and CEO
Type Security Shares Price Value
Gift Common Stock F3, F4 438,000 $0.00 $0.00
Tax Withholding Common Stock F1, F2 45,728 $212.17 $9.70M
holding Common Stock F5 -- -- --
holding Common Stock F6 -- -- --
holding Common Stock F7 -- -- --
holding Common Stock F8 -- -- --
holding Common Stock F9 -- -- --
holding Common Stock F10 -- -- --
holding Common Stock F11 -- -- --
holding Common Stock F12 -- -- --
Holdings After Transaction: Common Stock — 70,100,666 shares (Direct); Common Stock — 467,693,547 shares (Indirect, By Trust); Common Stock — 31,421,011 shares (Indirect, By Irrevocable Trust); Common Stock — 109,040,602 shares (Indirect, By Irrevocable Remainder Trust); Common Stock — 6,632,667 shares (Indirect, By Limited Liability Company 1); Common Stock — 6,632,667 shares (Indirect, By Limited Liability Company 2); Common Stock — 30,000,000 shares (Indirect, By Limited Liability Company 3); Common Stock — 30,000,000 shares (Indirect, By Limited Liability Company 4); Common Stock — 30,000,000 shares (Indirect, By Limited Liability Company 5); Common Stock — 30,000,000 shares (Indirect, By Limited Liability Company 6)
Footnotes (12)
  1. F1. Represents shares withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.
  2. F2. Includes 46,501 shares issued upon the vesting of restricted stock units previously reported on a Form 4 and 142 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 31, 2026.
  3. F3. Gifts without consideration by the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of 292,000 shares to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization, and 146,000 shares to a donor-advised fund.
  4. F4. The shares are held by the Trust, of which the Reporting Person is a trustee.
  5. F5. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
  6. F6. The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.
  7. F7. The shares are held by TARG S1 LLC, of which the Trust is the sole member.
  8. F8. The shares are held by TARG M1 LLC, of which the Trust is the sole member.
  9. F9. The shares are held by TARG S2 LLC, of which the Trust is the sole member.
  10. F10. The shares are held by TARG M2 LLC, of which the Trust is the sole member.
  11. F11. The shares are held by TARG S3 LLC, of which the Trust is the sole member.
  12. F12. The shares are held by TARG M3 LLC, of which the Trust is the sole member.
Charitable gift shares 438,000 shares Bona fide gifts by the Jen-Hsun & Lori Huang Living Trust on September 17, 2026
Gift allocation to foundation 292,000 shares Portion of gifted shares to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3)
Gift allocation to donor-advised fund 146,000 shares Portion of gifted shares to a donor-advised fund
Tax-withholding shares 45,728 shares Shares withheld by NVIDIA on September 16, 2026 to satisfy tax liability
Tax-withholding price $212.17 per share Price applied to shares withheld for taxes on RSU vesting
Direct holdings after transactions 70,100,666 shares Common stock held directly by Jen-Hsun Huang after September 16, 2026 transaction
Indirect holdings by Living Trust 467,693,547 shares Common stock held indirectly by the Jen-Hsun & Lori Huang Living Trust after gifts
Shares in The Huang 2012 Irrevocable Trust 31,421,011 shares Indirect holdings reported as of September 16, 2026
bona fide gift financial
"Transaction is coded as a bona fide gift of common stock"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
restricted stock units financial
"taxes due by the Reporting Person in connection with the vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Employee Stock Purchase Plan financial
"shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 31, 2026"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
donor-advised fund financial
"146,000 shares to a donor-advised fund"
A donor-advised fund is a charitable giving account that lets an individual or family deposit cash, stock, or other assets now, get an immediate tax benefit, and then recommend grants to charities over time. Think of it like a private charitable bucket you control without running a charity yourself; investors care because it’s a tax-efficient way to give appreciated securities, can change when and how donated shares enter the market, and affects personal and corporate tax planning.
501(c)(3) charitable organization regulatory
"The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What charitable gifts of NVIDIA (NVDA) stock did Jen-Hsun Huang report?

Jen-Hsun Huang reported a bona fide gift of 438,000 NVIDIA shares on September 17, 2026. The Jen-Hsun & Lori Huang Living Trust gifted 292,000 shares to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) organization, and 146,000 shares to a donor-advised fund.

How many NVIDIA (NVDA) shares does Jen-Hsun Huang hold directly after these transactions?

After the September 16, 2026 tax-withholding transaction, Jen-Hsun Huang is reported as holding 70,100,666 NVIDIA common shares directly. This figure includes 46,501 shares issued upon restricted stock unit vesting and 142 shares purchased through NVIDIA’s Employee Stock Purchase Plan on August 31, 2026.

How many NVIDIA (NVDA) shares are held indirectly through the Jen-Hsun & Lori Huang Living Trust?

Following the September 17, 2026 gifts, the filing reports 467,693,547 NVIDIA shares held indirectly by the Jen-Hsun & Lori Huang Living Trust. The filing notes Jen-Hsun Huang is a trustee of this trust.

Were Jen-Hsun Huang’s NVIDIA (NVDA) transactions under a Rule 10b5-1 trading plan?

The filing indicates no Rule 10b5-1 trading plan. The document-level checkbox for affirming Rule 10b5-1 plan status is not selected, and the footnotes describe the transactions as charitable gifts and tax withholding rather than plan-based trades.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
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 CALIFORNIA 95051

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/16/2026F45,728(1)D$212.1770,100,666(2)D
Common Stock09/17/2026G438,000(3)D$0467,693,547IBy Trust(4)
Common Stock31,421,011IBy Irrevocable Trust(5)
Common Stock109,040,602IBy Irrevocable Remainder Trust(6)
Common Stock6,632,667IBy Limited Liability Company 1(7)
Common Stock6,632,667IBy Limited Liability Company 2(8)
Common Stock30,000,000IBy Limited Liability Company 3(9)
Common Stock30,000,000IBy Limited Liability Company 4(10)
Common Stock30,000,000IBy Limited Liability Company 5(11)
Common Stock30,000,000IBy Limited Liability Company 6(12)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.
2. Includes 46,501 shares issued upon the vesting of restricted stock units previously reported on a Form 4 and 142 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 31, 2026.
3. Gifts without consideration by the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of 292,000 shares to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization, and 146,000 shares to a donor-advised fund.
4. The shares are held by the Trust, of which the Reporting Person is a trustee.
5. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
6. The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.
7. The shares are held by TARG S1 LLC, of which the Trust is the sole member.
8. The shares are held by TARG M1 LLC, of which the Trust is the sole member.
9. The shares are held by TARG S2 LLC, of which the Trust is the sole member.
10. The shares are held by TARG M2 LLC, of which the Trust is the sole member.
11. The shares are held by TARG S3 LLC, of which the Trust is the sole member.
12. The shares are held by TARG M3 LLC, of which the Trust is the sole member.
Remarks:
/s/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang09/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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