NVIDIA CORP

Issuer Purchases of Equity Securities

In August 2023, our Board of Directors approved a $25.0 billion increase to our share repurchase program without expiration. During the first quarter of fiscal year 2025, we repurchased 9.9 million shares of our common stock for $8.0 billion. As of April 28, 2024, we were authorized, subject to certain specifications, to repurchase up to $14.5 billion of additional shares of our common stock.

The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be suspended at any time at our discretion.

In the first quarter of fiscal year 2025, we paid $98 million in cash dividends. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.

The following table presents details of our share repurchase transactions during the first quarter of fiscal year 2025:

Restricted Stock Unit Share Withholding

We withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of RSU awards under our employee equity incentive program. During the first quarter of fiscal year 2025, we withheld approximately 2 million shares for a total value of $1.8 billion through net share settlements.

Recent Sales of Unregistered Securities and Use of Proceeds

On April 19, 2024, we issued a total of 10,764 shares of our common stock, valued at approximately $8.2 million based on our closing stock price on the date of issuance, to key employees of a company we acquired, who had advised us that they were sophisticated investors. These shares were issued in a transaction not involving a public offering pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.