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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.
−Removed: Since the inception of our share repurchase program through October 30, 2022, we have repurchased an aggregate of 1.10 billion shares for $16.07 billion through October 30, 2022.
−Removed: As of October 30, 2022, we were authorized, subject to certain specifications, to repurchase an additional $8.28 billion of shares through December 2023.
−Removed: 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.
+Added: Since the inception of our share repurchase program, we have repurchased an aggregate of 1.10 billion shares for a total cost of $17.12 billion through April 30, 2023.
+Added: As of April 30, 2023, we are authorized, subject to certain specifications, to repurchase shares of our common stock up to $7.23 billion through December 2023.
+Added: We did not repurchase any shares during the first quarter of fiscal year 2024.
+Added: 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 Exchange Act, 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: During the third quarter and first nine months of fiscal year 2023, we paid $100 million and $300 million in cash dividends to our shareholders, respectively.
−Removed: The following table presents details of our share repurchase transactions during the third quarter of fiscal year 2023:
−Removed: Period Total Number
−Removed: of Shares Purchased
−Removed: (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)
−Removed: August 1, 2022 - August 28, 2022 1 $ 169.07 1 $ 11.82
−Removed: August 29, 2022 - September 25, 2022 10 $ 133.80 10 $ 10.40
−Removed: September 26, 2022 - October 30, 2022 17 $ 123.96 17 $ 8.28
−Removed: From October 31, 2022 through November 17, 2022, we repurchased 7 million shares for $1.05 billion pursuant to a Rule 10b5-1 trading plan.
+Added: In the first quarter of fiscal year 2024, we paid $99 million in quarterly cash dividends.
+Added: Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.
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 third quarter of fiscal year 2023, we withheld approximately 2 million shares at a total cost of $294 million through net share settlements.
−Removed: During the first nine months of fiscal year 2023, we withheld approximately 6 million shares at a total cost of $1.13 billion through net share settlements.
+Added: During the first quarter of fiscal year 2024, we withheld approximately 2 million shares for a total value of $507 million.
+Added: Recent Sales of Unregistered Securities and Use of Proceeds
+Added: On February 9, 2023, we issued a total of 74,840 shares of our common stock as consideration in connection with an acquisition in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act.
Exhibit Description
/Form File Number Exhibit Filing Date
+Added: 3.1 Bylaws of NVIDIA Corporation, Amended and Restated as of March 2, 2023
+Added: 8-K 000-23985 3.1 3/8/2023
+Added: 10.1+ Variable Compensation Plan - Fiscal Year 2024
+Added: 8-K 000-23985 10.1 3/8/2023
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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104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: + Management contract or compensatory plan or arrangement.
* Filed herewith.
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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.
−Removed: November 18, 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.