Form 4: NVIDIA CEO Jen-Hsun Huang Sells Over 150,000 Shares Under Pre-Arranged Trading Plan

NVIDIA's President and CEO, Jen-Hsun Huang, reported the sale of 150,140 shares of common stock over three trading days in July 2025, executed under a pre-established Rule 10b5-1 trading plan.

Summary

• Jen-Hsun Huang, NVIDIA's President and CEO, Director, and 10% Owner, reported sales of NVIDIA common stock.
• A total of 150,140 shares were sold across multiple transactions on July 11, 2025, July 14, 2025, and July 15, 2025.
• The sales on July 11, 2025, totaled 74,995 shares at weighted average prices ranging from $164.1768 to $167.7699.
• The sales on July 14, 2025, totaled 74,995 shares at weighted average prices ranging from $162.7089 to $165.1752.
• The sales on July 15, 2025, totaled 74,995 shares at weighted average prices ranging from $169.9454 to $171.4854.
• All reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by Jen-Hsun Huang on March 20, 2025.
• Following these transactions, Jen-Hsun Huang directly beneficially owns 74,573,225 shares of common stock.
• Indirect beneficial ownership includes 582,503,470 shares held by a Trust, 49,489,560 by a Partnership, 22,280,000 by an Irrevocable Trust, 50,078,000 by an Irrevocable Remainder Trust, 29,512,185 by Grantor Retained Annuity Trust 1, 29,512,185 by Grantor Retained Annuity Trust 2, 10,000,000 by Limited Liability Company 1, and 10,000,000 by Limited Liability Company 2.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be perceived negatively, the execution under a Rule 10b5-1 plan indicates a pre-scheduled transaction for personal financial planning, rather than a reaction to new company-specific information, thus mitigating negative sentiment.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, adopted on March 20, 2025, which indicates pre-scheduled transactions and enhances transparency, mitigating concerns about opportunistic insider selling.

Negatives

• The sale of a significant number of shares by a key executive, even if pre-planned, can sometimes be interpreted by the market as a reduction in direct exposure to the company's future performance.

Industry Context

This filing is a routine disclosure of an insider stock transaction and does not provide broader industry context or trends. It reflects an individual executive's pre-planned share divestment.

Corporate Governance

Related Party Transactions

• Jen-Hsun Huang's indirect beneficial ownership includes shares held by various trusts (Jen-Hsun & Lori Huang Living Trust, The Huang 2012 Irrevocable Trust, The Huang Irrevocable Remainder Trust, The Lori Lynn Huang 2016 Annuity Trust II Agreement, The Jen-Hsun Huang 2016 Annuity Trust II Agreement), a partnership (J. and L. Huang Investments, L.P.), and limited liability companies (TARG S LLC, TARG M LLC), all of which are related parties.

Stakeholder Impact

• Shareholders may observe a reduction in the CEO's direct ownership stake, which could lead to minor shifts in market sentiment, though the 10b5-1 plan mitigates concerns about the timing of the sales.

Key Dates

Keywords

NVIDIA, NVDA, Jen-Hsun Huang, Insider Sale, Form 4, 10b5-1 Plan, Beneficial Ownership, Stock Transaction, CEO