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NVIDIA (NVDA) CEO trust makes 400,000-share stock gift to charity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NVIDIA CORP President and CEO Jen-Hsun Huang reported a bona fide gift of 400,000 shares of common stock. The shares were gifted without consideration by the Jen-Hsun & Lori Huang Living Trust to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization, and to a donor-advised fund.

After these transfers, the Trust-related holdings reported as indirect ownership total 468,131,547 shares, while 70,191,975 shares are reported as held directly. The filing lists additional indirect holdings through several limited liability companies and irrevocable trusts, and shows no option or other derivative positions.

Positive

  • None.

Negative

  • None.

Insights

Form 4 shows a large charitable stock gift, not a market sale.

Jen-Hsun Huang, CEO of NVIDIA CORP, reported a bona fide gift of 400,000 common shares made by the Jen-Hsun & Lori Huang Living Trust. Footnotes state shares were transferred to a family foundation and a donor-advised fund, indicating a philanthropic rather than trading-driven transaction.

The transaction summary records one gift disposition and no open-market buys or sells, and the derivative section is empty, so no options were exercised here. Post-transaction, the filing shows very large remaining holdings, with tens of millions of shares held directly and hundreds of millions indirectly through trusts and LLCs. This pattern suggests a restructuring for charitable and estate purposes rather than a change in economic exposure, so the investment impact appears limited.

Insider HUANG JEN HSUN
Role President and CEO
Type Security Shares Price Value
Gift Common Stock 400,000 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 468,131,547 shares (Indirect, By Trust); Common Stock — 70,191,975 shares (Direct, null)
Footnotes (1)
  1. (1) Gifts without consideration by the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of 266,670 shares to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization, and 133,330 shares to a donor-advised fund. Represents 30,000,000 shares contributed to each of TARG S3 and TARG M3. The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee. The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee. The shares are held by TARG S1 LLC, of which the Trust is the sole member. The shares are held by TARG M1 LLC, of which the Trust is the sole member. The shares are held by TARG S2 LLC, of which the Trust is the sole member. The shares are held by TARG M2 LLC, of which the Trust is the sole member. The shares are held by TARG S3 LLC ("TARG S3"), of which the Trust is the sole member. The shares are held by TARG M3 LLC ("TARG M3"), of which the Trust is the sole member.
Shares gifted 400,000 shares Bona fide gift of common stock
Foundation gift portion 266,670 shares Gift to The Jen-Hsun & Lori Huang Foundation
Donor-advised fund gift 133,330 shares Gift to donor-advised fund
Indirect holdings after gift 468,131,547 shares Common stock held indirectly by Trust
Direct holdings after gift 70,191,975 shares Common stock held directly
TARG S3 and TARG M3 contributions 30,000,000 shares each Shares contributed to each LLC
LLC 1 holdings 6,632,667 shares Common stock held by Limited Liability Company 1
Irrevocable remainder trust holdings 109,040,602 shares Common stock held by Irrevocable Remainder Trust
bona fide gift financial
"transaction_code_description": "Bona fide gift"
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.
donor-advised fund financial
"133,330 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.
Irrevocable Remainder Trust financial
"The shares are held by The Huang Irrevocable Remainder Trust"
501(c)(3) charitable organization financial
"The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization"
indirect ownership financial
""ownership_type": "indirect""
Form 4 financial
"INSIDER FILING DATA (Form 4)"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
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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)
06/16/2026
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 Stock06/16/2026G400,000(1)D$0468,131,547(2)IBy Trust(3)
Common Stock70,191,975D
Common Stock31,421,011IBy Irrevocable Trust(4)
Common Stock109,040,602IBy Irrevocable Remainder Trust(5)
Common Stock6,632,667IBy Limited Liability Company 1(6)
Common Stock6,632,667IBy Limited Liability Company 2(7)
Common Stock30,000,000IBy Limited Liability Company 3(8)
Common Stock30,000,000IBy Limited Liability Company 4(9)
Common Stock30,000,000IBy Limited Liability Company 5(10)
Common Stock30,000,000IBy Limited Liability Company 6(11)
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. (1) Gifts without consideration by the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of 266,670 shares to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization, and 133,330 shares to a donor-advised fund.
2. Represents 30,000,000 shares contributed to each of TARG S3 and TARG M3.
3. The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust.
4. The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
5. The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.
6. The shares are held by TARG S1 LLC, of which the Trust is the sole member.
7. The shares are held by TARG M1 LLC, of which the Trust is the sole member.
8. The shares are held by TARG S2 LLC, of which the Trust is the sole member.
9. The shares are held by TARG M2 LLC, of which the Trust is the sole member.
10. The shares are held by TARG S3 LLC ("TARG S3"), of which the Trust is the sole member.
11. The shares are held by TARG M3 LLC ("TARG M3"), of which the Trust is the sole member.
Remarks:
/s/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang06/18/2026
** 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)

FAQ

What insider transaction did NVIDIA (NVDA) report for Jen-Hsun Huang?

NVIDIA CEO Jen-Hsun Huang reported a bona fide gift of 400,000 shares of common stock. The shares were transferred without consideration by the Jen-Hsun & Lori Huang Living Trust to a charitable foundation and a donor-advised fund, rather than sold in the market.

How many NVIDIA shares were gifted and to whom were they donated?

A total of 400,000 NVIDIA shares were gifted. Footnotes state 266,670 shares went to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization, and 133,330 shares went to a donor-advised fund, all from the Jen-Hsun & Lori Huang Living Trust.

Did Jen-Hsun Huang sell any NVIDIA (NVDA) shares in this Form 4 filing?

The Form 4 does not report any open-market sales of NVIDIA shares. It shows one transaction coded as a bona fide gift of 400,000 shares by the Jen-Hsun & Lori Huang Living Trust and no transactions classified as buys or sells in the transaction summary.

What are Jen-Hsun Huang’s NVIDIA holdings after the reported gift?

After the reported gift, the filing shows 468,131,547 NVIDIA shares held indirectly through the Jen-Hsun & Lori Huang Living Trust and related entities. It also lists 70,191,975 NVIDIA shares held directly, alongside additional indirect positions through various limited liability companies and irrevocable trusts.

Does this NVIDIA Form 4 include any option exercises or derivative transactions?

The NVIDIA Form 4 shows no option exercises or other derivative transactions. The derivative summary reports zero derivative transaction count and zero exercise shares, and the derivative section is empty, indicating this filing only reflects equity holdings and the 400,000-share charitable gift.