NVIDIA CORP

Issuer Purchases of Equity Securities

We repurchased 108 million shares of our common stock for $20.2 billion during the first quarter of fiscal year 2027. As of April 26, 2026, we were authorized, subject to certain specifications, to repurchase up to $38.5 billion of our common stock.

We paid cash dividends to our shareholders of $243 million during the first quarter of fiscal year 2027. On May 18, 2026, we increased our quarterly cash dividend from $0.01 per share to $0.25 per share to all shareholders of record on June 4, 2026. Our quarterly cash dividend will be paid on June 26, 2026.

The following table presents details of our share repurchase transactions during the first quarter of fiscal year 2027:

(1) Average price paid per share includes broker commissions but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022.

We may execute repurchases from time to time, subject to market conditions, operating requirements and other investment opportunities, in the open market, in privately-negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase agreements in compliance with Rule 10b-18 of the Exchange Act. Our share repurchase program may be suspended at any time at our discretion.

Employee Equity Incentive Program Share Withholding

We withhold shares of our common stock associated with net share settlements to cover tax withholding obligations of awards under our employee equity incentive program. During the first quarter of fiscal year 2027, we withheld approximately 12 million shares, for a total value of $2.1 billion through net share settlements.

Recent Sales of Unregistered Securities and Use of Proceeds

On February 17, 2026, we acquired a company and issued to a key employee a total of 37,890 shares of our common stock, valued at approximately $7 million based on our closing stock price on the issuance date.

On April 10, 2026, we acquired a company and issued to key employees a total of 72,972 shares of our common stock, valued at approximately $14 million based on our closing stock price on the issuance date.

The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder).