Nvidia Corporation

12/19/2025 | Press release | Distributed by Public on 12/19/2025 16:04

Statement of Changes in Beneficial Ownership (Form 4)

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 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
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(Print or Type Responses)
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 (Month/Day/Year)
12/17/2025
(Street)
SANTA CLARA, CA 95051
4. If Amendment, Date 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
(City) (State) (Zip)
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 12/17/2025 G 141,488 D $ 0 (1) 521,236,982 I By Trust(2)
Common Stock 12/18/2025 J(3) 39,850,418 D $ 0 9,639,142 I By Partnership(4)
Common Stock 12/18/2025 J(5) 498,131 D $ 0 9,141,011 I By Partnership(4)
Common Stock 12/18/2025 J(6) 9,141,011 D $ 0 0 I By Partnership(4)
Common Stock 12/18/2025 J(5) 498,131 A $ 0 521,735,113 I By Trust(2)
Common Stock 12/18/2025 J(6) 9,141,011 A $ 0 31,421,011 I By Irrevocable Trust(7)
Common Stock 69,693,035 D
Common Stock 50,078,000 I By Irrevocable Remainder Trust(8)
Common Stock 29,512,185 I By Grantor Retained Annuity Trust 1(9)
Common Stock 29,512,185 I By Grantor Retained Annuity Trust 2(10)
Common Stock 10,000,000 I By Limited Liability Company 1(11)
Common Stock 10,000,000 I By Limited Liability Company 2(12)
Common Stock 30,000,000 I By Limited Liability Company 3(13)
Common Stock 30,000,000 I By Limited Liability Company 4(14)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 Relationships
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/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang 12/19/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Gifts without consideration by the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of 94,325 shares of the Issuer's common stock to The Jen-Hsun & Lori Huang Foundation, a 501(c)(3) charitable organization, and 47,163 shares of the Issuer's common stock to a donor-advised fund.
(2) The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust.
(3) Reflects a distribution in kind of shares by J. and L. Huang Investments, L.P. (the "Partnership") to a trust that immediately thereafter transferred the shares without consideration to an independently managed limited liability company. The Reporting Personal no longer beneficially owns the shares held by that limited liability company.
(4) The shares are held by the Partnership, of which the Trust is the general partner.
(5) Reflects a distribution in kind of shares by the Partnership to the Trust.
(6) Reflects a distribution in kind of shares by the Partnership to The Huang 2012 Irrevocable Trust (the "Irrevocable Trust").
(7) The shares are held by the Irrevocable Trust, of which the Reporting Person is a trustee.
(8) The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.
(9) The shares are held by The Lori Lynn Huang 2016 Annuity Trust II Agreement.
(10) The shares are held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement.
(11) The shares are held by TARG S LLC, of which the Trust is the sole member.
(12) The shares are held by TARG M LLC, of which the Trust is the sole member.
(13) The shares are held by TARG S2 LLC, of which the Trust is the sole member.
(14) The shares are held by TARG M2 LLC, of which the Trust is the sole member.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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