=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-03-18
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: NVIDIA CORP (NVDA)
CIK: 0001045810
--- Reporting Owner ---
Name: HUANG JEN HSUN
CIK: 0001197649
Role: Director, Officer (President and CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-03-18 | Code: F (Payment of exercise/tax)
Shares: -437,908 | Price: $181.93
Total Value: $79,668,602.44
Shares Owned After: 70,191,975 | Ownership: D (Direct)
Footnotes:
[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.
[F2] Includes 445,323 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
[Transaction #2]
Security: Common Stock
Date: 2026-03-18 | Code: G (Gift)
Shares: -29,481,301 | Price: $0.00
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Grantor Retained Annuity Trust 1
Footnotes:
[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.
[Transaction #3]
Security: Common Stock
Date: 2026-03-18 | Code: G (Gift)
Shares: -29,481,301 | Price: $0.00
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Grantor Retained Annuity Trust 2
Footnotes:
[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.
[Transaction #4]
Security: Common Stock
Date: 2026-03-18 | Code: G (Gift)
Shares: +58,962,602 | Price: $0.00
Shares Owned After: 109,040,602 | Ownership: I (Indirect) | Nature: By Irrevocable Remainder Trust
Footnotes:
[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.
[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.
--- Holdings ---
[Holding #1]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[Holding #2]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[Holding #3]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[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.
[Holding #4]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F10] The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
[Holding #5]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F11] The shares are held by TARG S2 LLC, of which the Trust is the sole member.
[Holding #6]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F12] The shares are held by TARG M2 LLC, of which the Trust is the sole member.
--- Footnotes (Complete Index) ---
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/ /s/ Tina Ashcraft, Attorney-in-Fact for Jen-Hsun Huang (2026-03-20)