NVIDIA director granted 1,211 restricted shares

HUDSON DAWN E reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

HUDSON DAWN E reported acquisition or exercise transactions in this Form 4 filing.

NVIDIA CORP director Dawn E. Hudson received an equity award of 1,211 shares of Common Stock in the form of restricted stock units. The award was granted for no cash consideration as part of her annual compensation for service on the Board of Directors.

The restricted stock units will vest in two equal installments: 50% of the shares on November 18, 2026 and the remaining 50% on May 19, 2027, provided she continues serving as a director. If her Board service ends due to death, the entire grant becomes fully vested immediately.

Following this grant, Hudson directly holds a total of 370,098 shares of NVIDIA Common Stock, reflecting her post-award ownership position.

Insider Trade Summary

Grant/Award: 1,211 shares

Grant/Award 1 txn

Insider HUDSON DAWN E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,211	$0.00	$0.00

Holdings After Transaction: Common Stock — 370,098 shares (Direct)

Footnotes (1)

1. F1. Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 18, 2026 and 50% of the shares on May 19, 2027. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.

Key Figures

RSU grant size: 1,211 shares Holdings after transaction: 370,098 shares Grant price: $0.0000 per share +2 more

5 metrics

RSU grant size 1,211 shares Annual equity award for Board service

Holdings after transaction 370,098 shares Direct NVIDIA Common Stock ownership after grant

Grant price $0.0000 per share RSUs received for no cash consideration

First vesting date 50% on November 18, 2026 Initial RSU tranche vesting schedule

Second vesting date 50% on May 19, 2027 Final RSU tranche vesting schedule

Key Terms

restricted stock units, Board of Directors, grant, vest

4 terms

restricted stock units financial

"The shares represent restricted stock units that were received as an award, for no consideration."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Board of Directors financial

"Annual grant in connection with service on the Board of Directors."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

grant financial

"Annual grant in connection with service on the Board of Directors."

vest financial

"The restricted stock units shall vest as to 50% of the shares on November 18, 2026 and 50% of the shares on May 19, 2027."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

What did NVIDIA (NVDA) director Dawn E. Hudson report in this Form 4?

Dawn E. Hudson reported receiving 1,211 NVIDIA Common Stock restricted stock units as an annual Board compensation grant. The award was granted for no cash consideration and increases her direct ownership to 370,098 shares after the transaction.

Is Dawn E. Hudson buying or selling NVIDIA (NVDA) stock in this filing?

This filing shows an acquisition by grant, not an open-market buy or sale. Hudson received 1,211 restricted stock units as compensation for Board service, with no purchase price paid for the shares in this transaction.

How and when do Dawn E. Hudson’s new NVIDIA (NVDA) RSUs vest?

The 1,211 restricted stock units vest in two equal tranches. Half of the shares vest on November 18, 2026 and the remaining half vest on May 19, 2027, subject to her continued service on the Board of Directors.

What happens to Dawn E. Hudson’s NVIDIA (NVDA) grant if her service ends due to death?

If Dawn E. Hudson’s Board service ends due to death, the grant becomes fully vested immediately. In that case, all 1,211 restricted stock units would vest at once rather than on the originally scheduled vesting dates.

How many NVIDIA (NVDA) shares does Dawn E. Hudson own after this Form 4 transaction?

After this grant, Dawn E. Hudson directly holds 370,098 shares of NVIDIA Common Stock. This total includes the newly awarded 1,211 restricted stock units and reflects her direct ownership position following the reported transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 05:02 PM Learn about SEC filing dates

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HUDSON DAWN E

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CALIFORNIA 95051

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/25/2026		A		1,211	A	$0(1)	370,098	D

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. Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 18, 2026 and 50% of the shares on May 19, 2027. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Tina Ashcraft, Attorney-in-Fact for Dawn E. Hudson	06/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)