Shareholders Sue NVIDIA and Jensen Huang in Class Action Alleging Misleading Statements on Megaspeed Ties

On November 9, NVIDIA shareholder Mark Kistenmacher filed a complaint in the U.S. District Court for the Northern District of California against NVIDIA Corporation and its founder and chief executive officer, Jen-Hsun "Jensen" Huang, bringing a proposed class action. The complaint alleges that the two defendants made false and misleading statements, and concealed material information, about Huang's relationship with Alice Huang, an executive at Singapore-based data center company Megaspeed, in violation of the federal securities laws. The plaintiff asks the court to certify the case as a class action and to award damages in an amount not yet determined. The case is No. 5:26-cv-13448; the plaintiff demands a jury trial and is represented by The Rosen Law Firm, P.A., of Los Angeles.

According to the complaint, the proposed class consists of all investors — excluding the defendants and their affiliates — who purchased or otherwise acquired NVIDIA's publicly traded securities between October 9, 2025, and November 8, 2026. The complaint sets out two claims. Count I alleges that NVIDIA and Huang violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated under it by the Securities and Exchange Commission, by making false statements and omitting material facts. Count II alleges that Huang is liable under Section 20(a) of the same Act as a controlling person of the company. The complaint also contends that NVIDIA is liable for Huang's acts, committed within the scope of his employment, under the doctrine of respondeat superior.

The complaint identifies four public statements that it says were false or misleading. The first is by NVIDIA spokesman John Rizzo in October 2025: when The New York Times reported on October 9, 2025, that Megaspeed was being scrutinized by U.S. officials, Rizzo said the company's compliance team had looked into Megaspeed and determined that it was "wholly owned and operated by a company based and headquartered outside China, with no China shareholders," and that NVIDIA employees who had visited its facilities multiple times had "found no evidence of diversion" of its chips. The second is also by Rizzo from the same period: the company's field operations teams often host groups of customers and partners at conferences, and when Huang is available they may ask him to visit to provide updates on the market. The third came after the Times reported on October 29, 2026, that Huang had been seen as the target of a Chinese spy plot; Rizzo said: "Jensen's interactions with Ms. Huang are not unusual or unexpected. Meetings with customers are part of a C.E.O.'s job; Jensen talks with thousands of customer executives every year." The fourth is Huang's own remark to Bloomberg on October 30, 2026, that NVIDIA's dealings with Megaspeed were "normal and not unusual," adding that the company had studied all of Megaspeed's deployments of its GPUs and counted every one.

The complaint says those statements were false or misleading when made because, it alleges, Huang had a personal relationship with Alice Huang that was not disclosed to investors. The complaint also alleges that Alice Huang is a Megaspeed executive whom U.S. officials determined to be working for Chinese intelligence, and that Megaspeed is suspected of helping Chinese companies evade U.S. export controls on NVIDIA's super intelligence (SI) chips. On that basis, the complaint contends that NVIDIA's public statements about its relationship with Megaspeed were materially false and misleading at all relevant times, and that the undisclosed information, once revealed, posed a material risk to the company's reputation and business prospects. All of the above are allegations in the plaintiff's complaint; no court has made any finding on them.

The complaint says the truth began to emerge on November 8. NVIDIA's board of directors issued a statement that day announcing an independent investigation, overseen by a committee of independent directors assisted by outside independent counsel, into reporting that founder and CEO Jensen Huang had been the target of a foreign intelligence effort, and saying the board had no reason to believe that either national security or NVIDIA secrets were compromised. The same day, Huang sent a letter to all employees apologizing for being unfaithful to his wife. According to the complaint, NVIDIA's stock then fell $7.97 a share, or 4.27%, to close at $178.67 on November 9; the plaintiff contends that he and the proposed class members suffered losses because they bought the securities at artificially inflated prices, with the amount of damages to be established at trial. GSM's own market report recorded that day's close at $178.64, a decline of 4.29%, slightly different from the figures stated in the complaint.

On procedure, the class has not been certified. The complaint asks the court to determine that the case may proceed as a class action, to certify Kistenmacher as class representative, to require the defendants to pay damages along with pre- and post-judgment interest, and to cover the plaintiff's attorneys' fees, expert fees and other costs. Under the notice issued by The Rosen Law Firm, investors who wish to serve as lead plaintiff must move the court no later than January 8, 2027. As of publication, this is the only shareholder class action filed over the matter in the public court record; another shareholder-rights law firm has announced that it is investigating NVIDIA's disclosures, but no second complaint from it has been seen.

As of publication, NVIDIA has not issued any public response to the lawsuit itself. The board's November 8 statement addressed only the independent investigation; on November 10, NVIDIA's independent directors announced they had retained Joon H. Kim of Wachtell, Lipton, Rosen & Katz to lead that investigation. The board has said it has no reason to believe that national security or company secrets were compromised.

Since GSM began following this matter, our newsroom has written to NVIDIA's media department to inquire about it and had not received a formal response as of publication. GSM will continue to follow official developments.

Related: Jensen Huang Admits Infidelity to Staff as Nvidia Board Launches Independent Investigation

Nvidia Closes Down 4.29% at $178.64, Falling Alone as Market and Chip Peers Rally

Viral 'Letters' From Jensen Huang's Wife and Daughter Are Fabricated; Neither Has Made Any Public Statement

Source: U.S. District Court for the Northern District of California

Published by GSM · USA (original Chinese edition)

Photo: 图：英伟达创始人兼首席执行官黄仁勋2026年4月30日在斯坦福大学出席对谈（资料图）。Anderseidesvik 摄，CC BY-SA 4.0，经 Wikimedia Commons。 / Photo: Nvidia founder and CEO Jensen Huang at a Stanford University talk on April 30, 2026 (file photo). Photo by Anderseidesvik, CC BY-SA 4.0, via Wikimedia Commons.

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