FORM 4
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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).
☒ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * HUANG JEN HSUN | 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 |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 8/6/2025 | S(1) | 4,809 | D | $176.8756 (2) | 73,443,416 | D | |||
| Common Stock | 8/6/2025 | S(1) | 28,725 | D | $177.8317 (3) | 73,414,691 | D | |||
| Common Stock | 8/6/2025 | S(1) | 29,382 | D | $178.7851 (4) | 73,385,309 | D | |||
| Common Stock | 8/6/2025 | S(1) | 12,084 | D | $179.5238 (5) | 73,373,225 | D | |||
| Common Stock | 8/7/2025 | S(1) | 13,294 | D | $179.4829 (6) | 73,359,931 | D | |||
| Common Stock | 8/7/2025 | S(1) | 17,356 | D | $180.2574 (7) | 73,342,575 | D | |||
| Common Stock | 8/7/2025 | S(1) | 13,894 | D | $181.4106 (8) | 73,328,681 | D | |||
| Common Stock | 8/7/2025 | S(1) | 18,770 | D | $182.3339 (9) | 73,309,911 | D | |||
| Common Stock | 8/7/2025 | S(1) | 11,686 | D | $183.14 (10) | 73,298,225 | D | |||
| Common Stock | 8/8/2025 | S(1) | 4,683 | D | $180.9766 (11) | 73,293,542 | D | |||
| Common Stock | 8/8/2025 | S(1) | 29,416 | D | $182.1003 (12) | 73,264,126 | D | |||
| Common Stock | 8/8/2025 | S(1) | 40,901 | D | $182.7448 (13) | 73,223,225 | D | |||
| Common Stock | 582,503,470 | 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | ||||||||
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| HUANG JEN HSUN C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95051 | X | President and CEO | |||
| Signatures | ||
| /s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang | 8/8/2025 | |
| **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 control number. | |