[Form 4] NVIDIA CORP Insider Trading Activity

Rhea-AI Filing Summary

Jen‑Hsun Huang, President and CEO of NVIDIA Corp (NVDA), reported a series of open‑market sales under a Rule 10b5‑1 trading plan adopted on 03/20/2025. The filings show 14 separate sales executed on 10/03/2025, 10/06/2025 and 10/07/2025 totaling 225,000 shares sold at weighted average prices ranging roughly between $183.57 and $190.33, producing individual weighted average sale prices around $186 to $189. After these dispositions, the report lists 70,783,203 shares held directly by the reporting person and multiple substantial indirect holdings via trusts, partnerships and LLCs totaling several large blocks (for example, 581,378,470 shares held by a Trust and 49,489,560 by a Partnership). The form is signed by an attorney‑in‑fact and notes that more granular per‑price sale information is available upon request.

Positive

• Sales executed under a Rule 10b5‑1 plan, providing an affirmative defense and pre‑planned governance control
• Direct holdings remain large after sales: 70,783,203 shares reported directly owned
• Granular price ranges disclosed and additional per‑price details offered upon request, improving transparency

Negative

• Insider sold 225,000 shares across 10/03/2025–10/07/2025, which may draw investor attention
• Multiple sizable indirect holdings (e.g., Trust with 581,378,470 shares) concentrate control within related parties

Insights

Corporate Governance Specialist

Insider sales under a 10b5‑1 plan show routine liquidity, not necessarily signaling company issues.

The transactions were executed under a Rule 10b5‑1 trading plan adopted on 03/20/2025, which establishes pre‑planned sales that can provide an affirmative defense to insider trading claims. The schedule lists 225,000 shares sold across three dates at weighted average prices in the mid‑$180s to high‑$180s, consistent with market execution over multiple price brackets.

Key dependencies include whether the plan was adopted when the reporting person lacked material non‑public information and whether future schedule disclosures change holdings materially; monitor subsequent Section 16 filings within typical reporting windows for any additional transactions or plan amendments over the next several weeks.

Investor Relations Analyst

Sales modest relative to very large indirect holdings; direct holdings remain substantial.

The direct share count after these sales is reported as 70,783,203 shares. The filing also lists very large indirect positions held by trusts and related entities (for example, a Trust with 581,378,470 shares and a Partnership with 49,489,560 shares), indicating concentrated family/related ownership that dwarfs the sold amount.

Investors focused on ownership concentration should note the relative scale: the sold 225,000 shares is small compared with disclosed indirect holdings. Watch for any future filings that change the pattern or magnitude of disposals within the next calendar quarter.

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)
10/03/2025

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	10/03/2025		S(1)		3,160	D	$186.1133(2)	71,005,043	D
Common Stock	10/03/2025		S(1)		14,566	D	$187.2417(3)	70,990,477	D
Common Stock	10/03/2025		S(1)		14,672	D	$187.7799(4)	70,975,805	D
Common Stock	10/03/2025		S(1)		34,355	D	$189.0363(5)	70,941,450	D
Common Stock	10/03/2025		S(1)		8,247	D	$189.8025(6)	70,933,203	D
Common Stock	10/06/2025		S(1)		3,913	D	$184.2322(7)	70,929,290	D
Common Stock	10/06/2025		S(1)		18,431	D	$185.2159(8)	70,910,859	D
Common Stock	10/06/2025		S(1)		42,774	D	$185.9397(9)	70,868,085	D
Common Stock	10/06/2025		S(1)		9,882	D	$186.8438(10)	70,858,203	D
Common Stock	10/07/2025		S(1)		20,821	D	$185.3057(11)	70,837,382	D
Common Stock	10/07/2025		S(1)		25,498	D	$185.8618(12)	70,811,884	D
Common Stock	10/07/2025		S(1)		9,076	D	$187.0165(13)	70,802,808	D
Common Stock	10/07/2025		S(1)		15,249	D	$188.1575(14)	70,787,559	D
Common Stock	10/07/2025		S(1)		4,356	D	$188.7255(15)	70,783,203	D
Common Stock								581,378,470	I	By Trust(16)
Common Stock								49,489,560	I	By Partnership(17)
Common Stock								22,280,000	I	By Irrevocable Trust(18)
Common Stock								50,078,000	I	By Irrevocable Remainder Trust(19)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 1(20)
Common Stock								29,512,185	I	By Grantor Retained Annuity Trust 2(21)
Common Stock								10,000,000	I	By Limited Liability Company 1(22)
Common Stock								10,000,000	I	By Limited Liability Company 2(23)

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 $185.490 to $186.440. 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 $186.500 to $187.495. 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 $187.500 to $188.490. 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 $188.500 to $189.495. 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 $189.500 to $190.330. 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 $183.570 to $184.550. 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 $184.570 to $185.565. 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 $185.570 to $186.560. 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 $186.570 to $187.160. 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.

11. Represents weighted average sales price. The shares were sold at prices ranging from $184.590 to $185.585. 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 $185.590 to $186.570. 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 $186.595 to $187.570. 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 $187.600 to $188.590. 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 $188.600 to $188.970. 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. 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").

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

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

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

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

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

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

23. 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	10/07/2025
	** 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 sell according to the NVDA Form 4?

The report shows 225,000 NVDA shares sold in multiple transactions on 10/03/2025, 10/06/2025 and 10/07/2025.

Were the sales made under a Rule 10b5‑1 plan for NVDA (symbol: NVDA)?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5‑1 trading plan adopted on 03/20/2025.

What price range did the NVDA shares sell for?

Weighted average sale prices reported span roughly from $183.57 to $190.33, with per‑trade weighted averages reported around $186–$189.

How many NVDA shares does Jen‑hsun Huang own after these sales?

The filing reports 70,783,203 shares held directly by the reporting person following the transactions.

Are there indirect NVDA holdings disclosed for Jen‑hsun Huang?

Yes. The form discloses substantial indirect holdings, including 581,378,470 shares held by a Trust and 49,489,560 shares held by a Partnership, among others.