NVIDIA CORP·4

Mar 20, 8:06 PM ET

HUANG JEN HSUN 4

4 · NVIDIA CORP · Filed Mar 20, 2026

Research Summary

AI-generated summary of this filing

Updated

NVIDIA (NVDA) CEO Jen‑Hsun Huang Transfers 58.96M Shares; Withholds 438k

What Happened

  • NVIDIA CEO and director Jen‑hsun Huang transferred a total of 58,962,602 shares as gifts into trust-related entities and had 437,908 shares withheld by the company to satisfy taxes tied to RSU vesting. The withheld shares were disposed at an average price of $181.93, totaling about $79.67 million. Footnotes show 445,323 shares were issued on vesting, of which 437,908 were withheld, leaving a net issuance of 7,415 shares to the reporting person.

Key Details

  • Transaction date: March 18, 2026; Form filed March 20, 2026 (filed within typical 2‑business‑day window).
  • Tax withholding: 437,908 shares withheld (code F) at $181.93 each = $79,668,602 (footnote F1; F2 notes 445,323 shares issued on vesting).
  • Gifts/transfers: two disposal entries of 29,481,301 shares and one acquisition entry of 58,962,602 shares (code G) — net movement of 58,962,602 shares into trust/LLC entities (footnotes F10–F12 and related footnotes describing transfers among trusts and LLCs).
  • Shares owned after transaction: not specified in the provided excerpt of the filing.
  • Notable footnotes: holdings are in and transfers are among multiple trusts and LLCs (The Huang 2012 Irrevocable Trust, TARG S2 LLC, TARG M2 LLC, and related annuity/irrevocable remainder trusts); the reporting person is trustee for some of these entities (F3–F9, F10–F12).

Context

  • The 437,908‑share entry is a tax‑withholding (cashless) action tied to RSU vesting — routine administrative treatment, not an open‑market sale signaling sentiment.
  • The large 58.96M‑share movements are labeled as gifts/transfers into trusts and related LLCs. Gifts/transfers between personal and trust entities are not market sales and do not necessarily reflect the insider’s view of the company’s stock.
  • Because the reporting person is a trustee of the recipient trusts/LLCs, some control or influence may remain even after the transfers; read the footnotes for details on how ownership is held.

Insider Transaction Report

Form 4
Period: 2026-03-18
HUANG JEN HSUN
DirectorPresident and CEO
Transactions
  • Tax Payment

    Common Stock

    [F1][F2]
    2026-03-18$181.93/sh437,908$79,668,60270,191,975 total
  • Gift

    Common Stock

    [F3][F4]
    2026-03-1829,481,3010 total(indirect: By Trust)
  • Gift

    Common Stock

    [F5][F6]
    2026-03-1829,481,3010 total(indirect: By Trust)
  • Gift

    Common Stock

    [F3][F5]
    2026-03-18+58,962,602109,040,602 total(indirect: By Trust)
Holdings
  • Common Stock

    [F7]
    (indirect: By Limited Liability Company 1)
    6,632,667
  • Common Stock

    [F8]
    (indirect: By Limited Liability Company 2)
    6,632,667
  • Common Stock

    [F4][F6][F7][F8][F9]
    (indirect: By Trust)
    528,531,547
  • Common Stock

    [F10]
    (indirect: By Trust)
    31,421,011
  • Common Stock

    [F11]
    (indirect: By Limited Liability Company 3)
    30,000,000
  • Common Stock

    [F12]
    (indirect: By Limited Liability Company 4)
    30,000,000
Footnotes (12)
  • [F1]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.
  • [F10]The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
  • [F11]The shares are held by TARG S2 LLC, of which the Trust is the sole member.
  • [F12]The shares are held by TARG M2 LLC, of which the Trust is the sole member.
  • [F2]Includes 445,323 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]Reflects a transfer of 30,884 shares by the Grantor Retained Annuity Trust 2 to the Trust to satisfy annuity payments.
  • [F7]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.
  • [F8]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.
  • [F9]The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust.
Signature
/s/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang|2026-03-20

Documents

1 file
  • 4
    wk-form4_1774051558.xmlPrimary

    FORM 4