Sec Form 4 Filing - HUANG JEN HSUN @ NVIDIA CORP - 2024-03-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HUANG JEN HSUN 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 (Last) (First) (Middle) C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2024 (Street) SANTA CLARA, CA95051 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/19/2024 J( 1 ) V 1,200 D $ 0 ( 1 ) 2,968,428 I The Lori Lynn Huang 2016 Annuity Trust II Agreement Common Stock 03/19/2024 J( 1 ) V 1,200 D $ 0 ( 1 ) 2,968,428 I The Jen-Hsun Huang 2016 Annuity Trust II Agreement Common Stock 03/19/2024 J( 1 ) V 2,400 A $ 0 ( 1 ) 60,483,228 I By Trust ( 2 ) Common Stock 03/20/2024 F 74,895 ( 3 ) D $ 903.72 8,147,883 ( 4 ) D Common Stock 4,948,956 I By Partnership ( 5 ) Common Stock 2,228,000 I By Irrevocable Trust ( 6 ) Common Stock 5,007,800 I By Irrevocable Remainder Trust ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HUANG JEN HSUN C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA95051 X President and CEO Signatures /s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang 03/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 19, 2024, 1,200 shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust II Agreement, and 1,200 shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement were transferred for no consideration to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of which the Reporting Person is a trustee, to satisfy annuity payments. ( 2 )The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust. ( 3 )Represents shares of the Issuer's common stock 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. ( 4 )Includes 76,494 shares issued upon the vesting of restricted stock units previously reported on a Form 4. ( 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.

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