{"url_path":"/sec/nvda/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1045810/0001045810-26-000052-index.html","accession_number":"0001045810-26-000052","cik":"0001045810","ticker":"NVDA","issuer_name":"NVIDIA CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1045810/0001045810-26-000052-index.html","primary_entity_key":"0001045810","primary_entity_name":"NVIDIA CORP"},"word_count":519,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\nIssuer Purchases of Equity Securities\n\nWe 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.\n\nOn May 18, 2026, our Board of Directors approved an additional $80.0 billion in share repurchase authorization, without expiration.\n\nWe 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.\n\nThe 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.\n\n38\n\nThe following table presents details of our share repurchase transactions during the first quarter of fiscal year 2027:\n\nPeriodTotal Number\nof Shares Purchased\n(In millions)Average Price Paid per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Program\n(In millions)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program\n(In billions)\n\nJanuary 26, 2026 - February 22, 20268.2 $186.35 8.2 $57.0 \n\nFebruary 23, 2026 - March 22, 20269.0 $183.38 9.0 $55.4 \n\nMarch 23, 2026 - April 26, 202691.1 $184.98 91.1 $38.5 \n\nTotal108.3 108.3 \n\n(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.\n\nWe 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.\n\nEmployee Equity Incentive Program Share Withholding\n\nWe 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.\n\nRecent Sales of Unregistered Securities and Use of Proceeds\n\nOn 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.\n\nOn 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.\n\nThe 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)."}