NVIDIA Form 4: Director Dawn Hudson Sells 90K Shares, Ownership Remains

Rhea-AI Filing Summary

Dawn E. Hudson, a director of NVIDIA Corporation (NVDA), reported sales of company common stock on 09/02/2025 and 09/03/2025. The filing shows 72,000 shares sold on 09/02/2025 at a weighted average price of $170.6259, and 18,000 shares sold on 09/03/2025 at $172. After these transactions the reporting person beneficially owned 368,887 shares. The Form 4 includes a note that the 09/02/2025 sale prices ranged from $170.250 to $171.000 and that full per-price breakdowns will be provided upon request. The filing is signed by an attorney-in-fact on 09/04/2025.

Positive

• None.

Negative

• Director sold 90,000 shares (72,000 on 09/02/2025 and 18,000 on 09/03/2025), which reduces insider holdings
• Filing does not state a 10b5-1 trading plan or provide context for the sales within the Form 4

Insights

Corporate Governance Expert

TL;DR: A director sold 90,000 NVDA shares across two days; ownership remains substantial at 368,887 shares.

The reported transactions are routine insider sales rather than grants or option exercises. The director disposed of 72,000 shares on 09/02/2025 at a weighted average price of $170.6259 and 18,000 shares on 09/03/2025 at $172, reducing beneficial ownership to 368,887 shares. The Form 4 discloses the 09/02 sales prices ranged from $170.250 to $171.000 and offers to provide per-price allocations on request. From a governance perspective, reporting and signature formalities are met; there is no disclosure in this filing of a planned trading program or other context explaining the sales.

Securities Analyst

TL;DR: Insider sale of 90,000 NVDA shares is material in size but the filing shows no unusual derivative or amendment activity.

The Form 4 covers only non-derivative common stock sales and shows no derivative holdings or acquisitions reported. Total shares sold equal 90,000 across the two reported transactions, with the reporting person left holding 368,887 shares. The filing includes an explanatory note about weighted average pricing for the 09/02 transactions and is properly executed by an attorney-in-fact on 09/04/2025. There is no additional information in the filing about the reason for the sales or any Rule 10b5-1 plan indication.

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 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		72,000	D	$170.6259(1)	386,887	D
Common Stock	09/03/2025		S		18,000	D	$172	368,887	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. Represents weighted average sales price. The shares were sold at prices ranging from $170.250 to $171.000. The Reporting Person will provide upon request, to the Securities and Exchange Commission, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Dawn E. Hudson	09/04/2025
	** 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.

FAQ

What did Dawn E. Hudson report on the Form 4 for NVDA?

The Form 4 reports sales of 72,000 NVDA shares on 09/02/2025 (weighted average price $170.6259) and 18,000 shares on 09/03/2025 at $172.

How many NVDA shares does the reporting person own after the transactions?

The filing shows 368,887 shares beneficially owned following the reported sales.

Were any derivative securities reported in this Form 4 for NVDA?

No derivative securities are reported; Table II is empty in this filing.

Does the Form 4 indicate the per-share prices for the 09/02/2025 sales?

The filing gives a weighted average price $170.6259 and states the 09/02 sales ranged from $170.250 to $171.000; detailed per-price allocations are available upon request.

Who signed the Form 4 and when?

The form is signed by Rebecca Peters, Attorney-in-Fact for Dawn E. Hudson, dated 09/04/2025.