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Form 4 NVIDIA CORP For: Mar 19 Filed by: HUANG JEN HSUN

March 21, 2025 8:38 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
HUANG JEN HSUN
(Last) (First) (Middle)
C/O NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
(Street)
SANTA CLARA CA 95051
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2025
4. If Amendment, Date of 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
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 03/19/2025   F   431,611 (1) D $ 115.43 75,813,388 (2) D  
Common Stock               583,098,600 (3) (4) I By Trust (5)
Common Stock               49,489,560 I By Partnership (6)
Common Stock               22,280,000 I By Irrevocable Trust (7)
Common Stock               50,078,000 I By Irrevocable Remainder Trust (8)
Common Stock               29,544,620 I By Grantor Retained Annuity Trust 1 (9)
Common Stock               29,544,620 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)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
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 438,919 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
3. Reflects the transfers of 98,660 shares on March 24, 2022 and 41,000 shares on March 21, 2025 to satisfy annuity payments from each of The Lori Lynn Huang 2016 Annuity Trust II Agreement and The Jen-Hsun Huang 2016 Annuity Trust II Agreement to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of which the Reporting Person is a trustee.
4. Reflects 10,000,000 shares contributed by the Trust to each of TARG S and TARG M on March 20, 2025.
5. The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust.
6. The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
7. The shares are held by The Huang 2012 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 ("TARG S"), of which the Trust is the sole member.
12. The shares are held by TARG M LLC ("TARG M"), of which the Trust is the sole member.
/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang 03/21/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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