President and CEO Huang Jen Hsun sold $40,734,400 worth of shares (225,000 units at $181.04), decreasing direct ownership by 0.32% to 69,883,203 units (SEC Form 4)
$NVDA
Semiconductors
Technology
| 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 |
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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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/21/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/21/2025 | S(1) | 13,408 | D | $180.4651(2) | 70,094,795 | D | |||
| Common Stock | 10/21/2025 | S(1) | 42,666 | D | $181.3542(3) | 70,052,129 | D | |||
| Common Stock | 10/21/2025 | S(1) | 18,926 | D | $182.221(4) | 70,033,203 | D | |||
| Common Stock | 10/22/2025 | S(1) | 10,176 | D | $177.5699(5) | 70,023,027 | D | |||
| Common Stock | 10/22/2025 | S(1) | 12,175 | D | $178.5752(6) | 70,010,852 | D | |||
| Common Stock | 10/22/2025 | S(1) | 18,486 | D | $179.5358(7) | 69,992,366 | D | |||
| Common Stock | 10/22/2025 | S(1) | 17,663 | D | $180.4572(8) | 69,974,703 | D | |||
| Common Stock | 10/22/2025 | S(1) | 7,871 | D | $181.612(9) | 69,966,832 | D | |||
| Common Stock | 10/22/2025 | S(1) | 7,771 | D | $182.622(10) | 69,959,061 | D | |||
| Common Stock | 10/22/2025 | S(1) | 858 | D | $183.2697(11) | 69,958,203 | D | |||
| Common Stock | 10/23/2025 | S(1) | 10,075 | D | $180.3454(12) | 69,948,128 | D | |||
| Common Stock | 10/23/2025 | S(1) | 21,229 | D | $181.4444(13) | 69,926,899 | D | |||
| Common Stock | 10/23/2025 | S(1) | 39,354 | D | $182.2454(14) | 69,887,545 | D | |||
| Common Stock | 10/23/2025 | S(1) | 4,342 | D | $182.8915(15) | 69,883,203 | 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) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 $179.920 to $180.910. 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 $180.920 to $181.915. 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 $181.920 to $182.640. 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 $176.980 to $177.960. 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 $178.010 to $179.000. 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 $179.030 to $180.025. 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 $180.030 to $181.020. 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 $181.090 to $182.080. 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 $182.100 to $183.080. 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 $183.100 to $183.430. 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 $179.825 to $180.820. 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. |
| 13. Represents weighted average sales price. The shares were sold at prices ranging from $180.830 to $181.820. 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. |
| 14. Represents weighted average sales price. The shares were sold at prices ranging from $181.830 to $182.825. 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 $182.830 to $183.000. 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 | 10/23/2025 | |
| ** 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. | ||