← Overview

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

1,816 tokens · 6,630 chars

Our common stock is traded on the Nasdaq Global Select Market under the symbol NVDA. Public trading of our common stock began on January 22, 1999. Prior to that, there was no public market for our common stock. As of February 20, 2026, we had approximately 1,226 registered shareholders, not including those shares held in street or nominee name. In May 2024, we announced a ten-for-one stock split, or the Stock Split, of our issued common stock, which was effected through the filing of an amendment to the Company's Restated Certificate of Incorporation, or the Amendment, with the Secretary of the State of Delaware. In June 2024, the Company filed the Amendment to effect the Stock Split and proportionately increased the number of shares of the Company’s authorized common stock from 8.0 billion to 80.0 billion. Shareholders of record at the close of market on June 6, 2024 received nine additional shares of common stock, distributed after the close of market on June 7, 2024. All share, equity award and per share amounts presented herein have been retrospectively adjusted to reflect the Stock Split.

Issuer Purchases of Equity Securities On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. In fiscal year 2026, we repurchased 282 million shares of our common stock for $40.4 billion. As of January 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $58.5 billion 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 agreements in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements, and other factors. Our share repurchase program may be suspended at any time at our discretion.

In fiscal year 2026, we paid cash dividends to our shareholders of $974 million. The payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our shareholders. 33


Table of Contents

The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2026:

Period

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

October 27, 2025 - November 23, 2025 .... October 27, 2025 - November 23, 2025 / October 27, 2025 - November 23, 2025 / 5.6 / 5.6 / $ / 198.89 / 5.6 / 5.6 / $ / 61.1

November 24, 2025 - December 21, 2025 ... November 24, 2025 - December 21, 2025 / November 24, 2025 - December 21, 2025 / 6.6 / 6.6 / $ / 179.41 / 6.6 / 6.6 / $ / 59.9

December 22, 2025 - January 25, 2026 .... December 22, 2025 - January 25, 2026 / December 22, 2025 - January 25, 2026 / 7.3 / 7.3 / $ / 186.52 / 7.3 / 7.3 / $ / 58.5

Total ................................... Total / Total / 19.5 / 19.5 / 19.5 / 19.5

(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.

From January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $1.5 billion pursuant to a pre-established trading plan.

Restricted Stock Unit 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 fiscal year 2026, we withheld approximately 51 million shares for a total value of $7.9 billion through net share settlements. Refer to Note 3 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion regarding our equity incentive plans.

Recent Sales of Unregistered Securities and Use of Proceeds On December 15, 2025, we acquired a company and issued to a key employee a total of 174,676 shares of our common stock, valued at approximately $31 million based on our closing stock price on the issuance date. The above securities were issued in a transaction 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). 34


Table of Contents

Stock Performance Graphs The following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the Nasdaq 100 Index for the five years ended January 25, 2026. The graph assumes that $100 was invested on January 31, 2021 in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index. Our common stock is a component of each of the presented indices. Total return assumes reinvestment of dividends in each of the indices indicated. Total return is based on historical results and is not intended to indicate future performance.

*$100 invested on 1/31/2021 in stock and in indices, including reinvestment of dividends. Source: FactSet financial data and analytics.

1/31/2021

1/31/2021 / 1/31/2021 / 1/30/2022 / 1/30/2022 / 1/30/2022 / 1/29/2023 / 1/29/2023 / 1/29/2023 / 1/28/2024 / 1/28/2024 / 1/28/2024 / 1/26/2025 / 1/26/2025 / 1/26/2025 / 1/25/2026 / 1/25/2026 / 1/25/2026

NVIDIA Corporation ...................... NVIDIA Corporation / NVIDIA Corporation / $ / 100.00 / $ / 175.98 / $ / 157.05 / $ / 470.88 / $ / 1,100.68 / $ / 1,448.75

S&P 500 ................................. S&P 500 / S&P 500 / $ / 100.00 / $ / 121.00 / $ / 112.98 / $ / 137.98 / $ / 174.50 / $ / 200.33

Nasdaq 100 .............................. Nasdaq 100 / Nasdaq 100 / $ / 100.00 / $ / 112.60 / $ / 95.60 / $ / 138.07 / $ / 173.95 / $ / 206.01