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Issuer Purchases of Equity Securities
−Removed: Beginning August 2004, our Board of Directors authorized us to repurchase our stock.
−Removed: Since the inception of our share repurchase program, we have repurchased an aggregate of 1.05 billion shares for a total cost of $9.08 billion through May 1, 2022.
On May 23, 2022, our Board of Directors increased and extended our share repurchase program to repurchase additional common stock up to a total of $15 billion through December 2023.
+Added: Since the inception of our share repurchase program, we have repurchased an aggregate of 1.07 billion shares for a total cost of $12.42 billion through July 31, 2022.
+Added: As of July 31, 2022, we were authorized, subject to certain specifications, to repurchase additional common stock up to a total of $11.93 billion through December 2023.
+Added: We plan to continue share repurchases this fiscal year.
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 Securities Exchange Act of 1934, as amended, 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.
−Removed: In the first quarter of fiscal year 2023, we paid $100 million in quarterly cash dividends.
−Removed: The following table presents details of our share repurchase transactions during the first quarter of fiscal year 2023:
−Removed: Period Total Number of Shares Purchased (In millions) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program (In millions) Approximately Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions)
−Removed: January 31, 2022 - February 27, 2022 — $ — — $ 7.24
−Removed: February 28, 2022 - March 27, 2022 8.6 $ 230.82 8.6 $ 5.24
−Removed: March 28, 2022 - May 1, 2022 — $ — — $ 5.24
−Removed: Total 8.6 8.6
+Added: During the second quarter and first half of fiscal year 2023, we paid $100 million and $200 million in cash dividends to our shareholders, respectively.
+Added: The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2023:
+Added: Period Total Number of Shares Purchased (In millions) Average Price Paid per Share 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)
+Added: May 2, 2022 - May 29, 2022 3 $ 176.60 3 $ 14.78
+Added: May 30, 2022 - June 26, 2022 16 $ 173.72 16 $ 11.93
+Added: June 27, 2022 - July 31, 2022 — $ — — $ 11.93
Restricted Stock Unit Share Withholding
We also withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards under our employee equity incentive program.
−Removed: During the first quarter of fiscal year 2023, we withheld approximately 2 million shares at a total cost of $538 million through net share settlements.
+Added: During the second quarter of fiscal year 2023, we withheld approximately 2 million shares at a total cost of $299 million through net share settlements.
+Added: During the first half of fiscal year 2023, we withheld approximately 4 million shares at a total cost of $837 million through net share settlements.
Exhibit Description
/Form File Number Exhibit Filing Date
−Removed: 10.1+ Fiscal Year 2023 Variable Compensation Plan
+Added: 3.1 Amendment to Restated Certificate of Incorporation of NVIDIA Corporation
8-K 000-23985 3.1 6/6/2022
+Added: 10.1+ Amended and Restated 2007 Equity Incentive Plan
+Added: 8-K 000-23985 10.1 6/6/2022
31.1* Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: August 31, 2022
NVIDIA Corporation
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.