12/12/2025 | Press release | Distributed by Public on 12/12/2025 20:02
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FORM 4
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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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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HUANG JEN HSUN C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95051 |
X | President and CEO | ||
| /s/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang | 12/12/2025 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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 40,847 shares issued upon the vesting of restricted stock units previously reported on a Form 4. |
| (3) | Reflects 30,000,000 shares contributed to each of TARG S2 and TARG M2. |
| (4) | 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"). |
| (5) | The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner. |
| (6) | The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee. |
| (7) | The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee. |
| (8) | The shares are held by The Lori Lynn Huang 2016 Annuity Trust II Agreement. |
| (9) | The shares are held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement. |
| (10) | The shares are held by TARG S LLC, of which the Trust is the sole member. |
| (11) | The shares are held by TARG M LLC, of which the Trust is the sole member. |
| (12) | The shares are held by TARG S2 LLC ("TARG S2"), of which the Trust is the sole member. |
| (13) | The shares are held by TARG M2 LLC ("TARG M2"), of which the Trust is the sole member. |
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Remarks: Exhibit 24 - Power of Attorney. |
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