FORM 4
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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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
(Last)          (First)          (Middle)

C/O NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

3/18/2026
(Street)

SANTA CLARA  CALIFORNIA  95051
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip/Postal Code)
UNITED STATES
(Country)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 3/18/2026  F  437,908 (1)D$181.93 70,191,975 (2)D  
Common Stock 3/18/2026  G  29,481,301 (3)D$0 0 (4)I By Grantor Retained Annuity Trust 1 
Common Stock 3/18/2026  G  29,481,301 (5)D$0 0 (6)I By Grantor Retained Annuity Trust 2 
Common Stock 3/18/2026  G  58,962,602 (3)(5)A$0 109,040,602 I By Irrevocable Remainder Trust 
Common Stock         6,632,667 (7)I By Limited Liability Company 1 
Common Stock         6,632,667 (8)I By Limited Liability Company 2 
Common Stock         528,531,547 (4)(6)(7)(8)I By Trust (9)
Common Stock         31,421,011 I By Irrevocable Trust (10)
Common Stock         30,000,000 I By Limited Liability Company 3 (11)
Common Stock         30,000,000 I By Limited Liability Company 4 (12)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
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 445,323 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
(3) Represents a transfer of shares by The Lori Lynn Huang 2016 Annuity Trust II Agreement (the "Grantor Retained Annuity Trust 1") to The Huang Irrevocable Remainder Trust u/a/d February 19, 2016 (the "Irrevocable Remainder Trust"), of which the Reporting Person is a trustee, upon termination of the Grantor Retained Annuity Trust 1.
(4) Reflects a transfer of 30,884 shares by the Grantor Retained Annuity Trust 1 to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust") to satisfy annuity payments.
(5) Represents a transfer of shares by The Jen-Hsun Huang 2016 Annuity Trust II Agreement (the "Grantor Retained Annuity Trust 2") to the Irrevocable Remainder Trust, upon termination of the Grantor Retained Annuity Trust 2.
(6) Reflects a transfer of 30,884 shares by the Grantor Retained Annuity Trust 2 to the Trust to satisfy annuity payments.
(7) Reflects a transfer of 3,367,333 shares from TARG S LLC (the "Limited Liability Company 1"), of which the Trust is the sole member, to the Trust to satisfy annuity payments.
(8) Reflects a transfer of 3,367,333 shares from TARG M LLC (the "Limited Liability Company 2"), of which the Trust is the sole member, to the Trust to satisfy annuity payments.
(9) The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust.
(10) The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
(11) The shares are held by TARG S2 LLC, of which the Trust is the sole member.
(12) The shares are held by TARG M2 LLC, of which the Trust is the sole member.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HUANG JEN HSUN
C/O NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA
CALIFORNIA
95051
UNITED STATES
X
President and CEO

Signatures
/s/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang3/20/2026
**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.
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* Form 4: SEC 1474 (03-26).