Nvidia

(In millions) | | Average Price Paid per Share (1) | | Total Number of Shares Purchased as Part of Publicly Announced Program
(In millions) | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program

(In billions)

| April 27, 2026 - May 24, 2026 | | 28.7 | | | $ | 214.32 | | | 28.7 | | | $ | 112.7 |
| May 25, 2026 - June 21, 2026 | | 7.2 | | | $ | 211.29 | | | 7.2 | | | $ | 111.1 |
| June 22, 2026 - July 26, 2026 | | 58.5 | | | $ | 202.40 | | | 58.5 | | | $ | 99.3 |
| Total | | 94.4 | | | | | 94.4 | | |

(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.

(Unaudited)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock
Outstanding | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Total Shareholders’ Equity
| | Shares | | Amount | | | |
| (In millions, except per share data) | | | | | | | | | | |
|

Balances as of Jan 25, 2026

| 24,304 | | | $ | 24 | | | $ | 10,118 | | | $ | 178 | | | $ | 146,973 | | | $ | 157,293 |
| Net income | — | | | — | | | — | | | — | | | 118,010 | | | 118,010 |
| Other comprehensive loss | — | | | — | | | — | | | (203) | | | — | | | (203) |
|

Issuance of common stock

| 69 | | | — | | | 515 | | | — | | | — | | | 515 |
|

Tax withholding related to common stock

| (23) | | | — | | | (4,531) | | | — | | | — | | | (4,531) |
| Shares repurchased | (203) | | | — | | | (309) | | | — | | | (39,536) | | | (39,845) |
|

Cash dividends declared and paid ($0.26 per common share)

| — | | | — | | | — | | | — | | | (6,290) | | | (6,290) |
|

Fair value of partially vested equity awards assumed in connection with acquisitions

| — | | | — | | | 80 | | | — | | | — | | | 80 |
| Stock-based compensation | — | | | — | | | 3,955 | | | — | | | — | | | 3,955 |
| Balances as of Jul 26, 2026 | 24,147 | | | $ | 24 | | | $ | 9,828 | | | $ | (25) | | | $ | 219,157 | | | $ | 228,984 |

According to our sensitivity analysis on our investment portfolio, a decrease in the yield curve of 0.5% as of the end of fiscal year 2026 and 2025 would decrease the fair value for these investments by approximately $0.2 billion.

As of the end of fiscal year 2026, we had $8.5 billion of senior Notes outstanding. We carry the Notes at face value less unamortized discount on our Consolidated Balance Sheets. As the Notes bear interest at a fixed rate, we have no financial statement risk associated with changes in interest rates. Refer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

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Publicly-held equity securities are subject to market price volatility. A hypothetical 10% decrease in our publicly-held equity securities would decrease the fair value of the publicly-held equity securities balance by $1.8 billion and an insignificant amount as of January 25, 2026 and January 26, 2025, respectively.

Non-marketable equity securities are measured based on cost minus impairment, if any, and are adjusted for observable price changes in orderly transactions for an identical or similar investment in the same issuer. Valuations of our non-marketable equity securities are inherently complex due to the lack of readily available market data and observable transactions, and impact of macroeconomic factors.

Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical forfeitures.

Equity Incentive Program

We grant RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs.

Amended and Restated 2007 Equity Incentive Plan

The NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. We grant RSUs, PSUs and market-based PSUs under the 2007 Plan. As of January 25, 2026, up to 192 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan, and 1.3 billion shares were available for future grants.

Subject to certain exceptions, RSUs vest generally over four years subject to continued service. PSUs vest over four years, subject to continued service and performance conditions. Market-based PSUs vest on approximately the third anniversary of the date of grant subject to market conditions. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.

Amended and Restated 2012 Employee Stock Purchase Plan

Employees who participate in the NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan, may have up to 25% of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is about 24 months, divided into four purchase periods of six months. The price of common stock purchased under our 2012 Plan will be equal to 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering. As of January 25, 2026, we had 2.2 billion shares reserved for future issuance under the 2012 Plan.

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NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(Continued)

Equity Award Activity

The following is a summary of our equity award transactions under our equity incentive plans:

An FASB standard issued in November 2024 requiring additional expense disclosures, including purchases of inventory, employee compensation, depreciation and intangible asset amortization within income statement expense captions, will be adopted in the fiscal 2028 annual report, with no expected material impact other than additional disclosures.