# NVIDIA (NVDA) — Events Synthesis, FY2027 Q1 Window

Covers all 15 8-K events (2025-04-15 through 2026-07-02). NVDA is a domestic filer; quarterly financial statements otherwise live in the 10-Qs, but the earnings 8-Ks below carry full statements in their Exhibit 99.1 press releases.

## Financial-statement filings

The following domestic 8-Ks each furnish an Exhibit 99.1 press release containing full **Condensed Consolidated Statements of Income, Condensed Consolidated Balance Sheets, and Condensed Consolidated Statements of Cash Flows (Unaudited)** — not just a summary table:

| Accession | Filed | Period covered | Statements present |
|---|---|---|---|
| 0001045810-26-000051 | 2026-05-20 | Q1 FY2027 (ended April 26, 2026) | Income statement, balance sheet, cash flow statement |
| 0001045810-26-000019 | 2026-02-25 | Q4 & full-year FY2026 (ended January 25, 2026) | Income statement, balance sheet, cash flow statement |
| 0001045810-25-000228 | 2025-11-19 | Q3 FY2026 (ended October 26, 2025) | Income statement, balance sheet, cash flow statement |
| 0001045810-25-000207 | 2025-08-27 | Q2 FY2026 (ended July 27, 2025) | Income statement, balance sheet, cash flow statement |
| 0001045810-25-000115 | 2025-05-28 | Q1 FY2026 (ended April 27, 2025) | Income statement, balance sheet, cash flow statement |

**Most relevant to this FY27Q1 period: accession 0001045810-26-000051** (Q1 FY2027 results, period ended April 26, 2026).

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## Earnings and guidance

**2026-05-20 — Q1 FY2027 results (accession 0001045810-26-000051).** Record revenue of $81.6B, up 20% Q/Q and 85% Y/Y. Record Data Center revenue $75.2B, up 92% Y/Y (Data Center compute $60.4B, +77% Y/Y; Data Center networking $14.8B, +199% Y/Y). GAAP gross margin 74.9%, non-GAAP 75.0%. GAAP diluted EPS $2.39; non-GAAP diluted EPS $1.87. Edge Computing revenue $6.4B, +29% Y/Y. Company returned ~$20.0B to shareholders in the quarter via buybacks and dividends; $38.5B remained under the repurchase authorization at quarter-end. **Board approved an additional $80.0B share-repurchase authorization on May 18, 2026 (no expiration)**, and **raised the quarterly cash dividend from $0.01 to $0.25 per share** (paid June 26, 2026 to holders of record June 4, 2026) — both material capital-return actions. Company also announced a new reporting framework effective this quarter: two market platforms, Data Center (with Hyperscale and ACIE sub-markets) and Edge Computing. Guidance for Q2 FY2027: revenue $91.0B ± 2%, explicitly **assuming no Data Center compute revenue from China**; GAAP/non-GAAP gross margin 74.9%/75.0% ± 50bp; opex ~$8.5B GAAP / $8.3B non-GAAP. Full-year FY2027 tax rate guided to 16.0%–18.0%. Note: beginning this quarter, non-GAAP measures no longer exclude stock-based compensation (historical non-GAAP figures were restated on this basis).

**2026-02-25 — Q4 & full-year FY2026 results (accession 0001045810-26-000019).** Press release + CFO commentary exhibits (99.1/99.2); not read in full detail beyond confirming financial statements per the flag table above.

**2025-11-19 — Q3 FY2026 results (accession 0001045810-25-000228).** Press release + CFO commentary exhibits filed; not detailed further here (routine earnings 8-K).

**2025-08-27 — Q2 FY2026 results (accession 0001045810-25-000207).** Press release + CFO commentary exhibits filed.

**2025-05-28 — Q1 FY2026 results (accession 0001045810-25-000115).** Press release + CFO commentary exhibits filed.

## China / export-control disclosure

**2025-04-15 (accession 0001045810-25-000082, Item 8.01).** On April 9, 2025, the U.S. government notified NVIDIA that a license is now required to export its H20 integrated circuits (and any circuit matching the H20's memory/interconnect bandwidth) to China (including Hong Kong/Macau) and D:5 countries. On April 14, 2025, the USG confirmed the license requirement would be in effect indefinitely. NVIDIA disclosed it expected **up to ~$5.5 billion of Q1 FY2026 charges** for H20 inventory, purchase commitments, and related reserves. (This predates the Q1 FY2027 window but is the origin of the China/H20 restriction that the Q1 FY27 guidance above continues to reflect — the Q2 FY2027 outlook explicitly assumes zero China Data Center compute revenue.)

## Capital actions

**2026-06-18 (accession 0001193125-26-275783, Item 8.01).** NVIDIA completed a **$25.0 billion senior unsecured notes offering** across seven tranches: $3.5B 4.250% due 2028, $3.5B 4.350% due 2029, $4.0B 4.500% due 2031, $3.5B 4.750% due 2033, $4.0B 4.950% due 2036, $3.0B 5.550% due 2046, and $3.5B 5.625% due 2056. Underwritten by Goldman Sachs, J.P. Morgan, and Morgan Stanley; issued off the existing 2016 base indenture under NVIDIA's shelf registration.

**2026-05-20 (same accession as Q1 FY27 earnings, 0001045810-26-000051).** $80.0B incremental buyback authorization and dividend increase from $0.01 to $0.25/share — see Earnings section above.

## Management and board changes

- **2026-07-02 (accession 0001045810-26-000060, Item 5.02).** Ajay K. Puri, EVP Worldwide Field Operations (21-year NVIDIA executive), notified the company on June 28, 2026 of his intent to retire, effective upon his successor's start date; expected to stay on in an advisory role. On July 1, 2026, NVIDIA appointed **Nicholas Parker** (formerly EVP/Chief Business Officer, Microsoft Worldwide Sales & Solutions, 26 years at Microsoft) as his successor, effective ~August 24, 2026. Parker's package: $1.0M base salary, $5.0M sign-on bonus, $1.5M target variable comp, $35.0M new-hire RSUs (4-yr vest), and $5.0M multi-year performance RSUs tied to 3-year TSR vs. S&P 500.
- **2026-05-08 (accession 0001045810-26-000028, Item 5.02).** Board appointed **Suzanne Nora Johnson** as a new director and Audit Committee member, effective July 13, 2026, expanding the board from ten to eleven members.
- **2026-04-27 (accession 0001045810-26-000026, Item 5.02).** Donald Robertson, VP and Chief Accounting Officer, notified the company of his retirement effective May 4, 2026 (remaining as VP, Finance through July 1, 2026 for transition). **Scott Gawel** (formerly Corporate VP/CAO of Intel; earlier Oracle corporate accounting roles) appointed as new VP and CAO effective May 4, 2026, with $800,000 base salary and $12,875,000 combined new-hire RSU grants.
- **2026-01-23 (accession 0001045810-26-000003, Item 5.02).** Director Persis Drell resigned from the board effective January 20, 2026, to pursue a new professional opportunity; no disagreement with the company cited.
- **2025-08-05 (accession 0001045810-25-000197, Item 5.02).** Director Ellen Ochoa resigned from the board effective July 31, 2025, for personal reasons; no disagreement with the company cited.

## Compensation plan (routine)

**2026-03-06 (accession 0001045810-26-000024, Item 5.02).** Compensation Committee adopted the Fiscal Year 2027 Variable Compensation Plan, tied to FY2027 revenue achievement thresholds. Named executive officer target awards: Jensen Huang (CEO) $4.0M at 200% of base; Colette Kress (CFO), Ajay Puri, Debora Shoquist, and Timothy Teter each $1.5M at 150% of base. Routine annual plan adoption, included for compensation-structure context only.

## Annual meetings (routine, Item 5.07 — vote results only, no material corporate actions)

- **2025-07-01 (accession 0001045810-25-000179).** 2025 Annual Meeting (held June 25, 2025): all 13 director nominees elected; say-on-pay approved; other routine proposals passed. No contested or notable outcomes.
- **2026-06-30 (accession 0001045810-26-000056).** 2026 Annual Meeting (held June 24, 2026): 10 director nominees elected (down from 13 nominees in 2025). Persis Drell and Ellen Ochoa are absent from the 2026 slate consistent with their earlier board resignations (see above); Robert K. Burgess is also absent from the 2026 slate but no 8-K in this set discloses a reason — that would need separate confirmation (e.g., in the FY2027 proxy statement). Say-on-pay approved; PricewaterhouseCoopers ratified as auditor for FY2027. No contested or otherwise notable vote outcomes.

## What is NOT in these filings

No 8-K in this set discloses an M&A signing or closing, a going-concern or covenant issue, an impairment, or a restructuring. Widely-reported NVDA storylines not evidenced here because they don't generate 8-K-level disclosures per se: the broader U.S.–China AI chip export-policy evolution beyond the April 2025 H20 license notice (later developments, if any, would need separate news verification against primary sources — the filings here only cover through July 2, 2026); any Blackwell/Vera Rubin supply agreements' financial terms (referenced qualitatively in the Q1 FY27 press release's "Highlights" but not quantified); and no separate 8-K for the CAO/EVP or board changes' compensation committee approval beyond what's stated in the Item 5.02 filings above.