−Removed: UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
+Added: Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
−Removed: During the third quarter and first nine months of fiscal year 2024, we repurchased 8.3 million and 15.9 million shares of our common stock for $3.72 billion and $7.01 billion, respectively.
−Removed: On August 21, 2023, our Board of Directors approved an increase to our share repurchase program of an additional $25.00 billion, without expiration.
−Removed: As of October 29, 2023, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $25.24 billion.
+Added: In August 2023, our Board of Directors approved a $25.0 billion increase to our share repurchase program without expiration.
+Added: During the first quarter of fiscal year 2025, we repurchased 9.9 million shares of our common stock for $8.0 billion.
+Added: As of April 28, 2024, we were authorized, subject to certain specifications, to repurchase up to $14.5 billion of additional shares 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 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: In the third quarter and first nine months of fiscal year 2024, we paid $99 million and $296 million, respectively, in cash dividends.
+Added: In the first quarter of fiscal year 2025, we paid $98 million in cash dividends.
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.
−Removed: The following table presents details of our share repurchase transactions during the third quarter of fiscal year 2024:
+Added: The following table presents details of our share repurchase transactions during the first quarter of fiscal year 2025:
Period Total Number
3 unchanged sentences
(In billions)
−Removed: July 31, 2023 - August 27, 2023 2.2 $ 444.16 2.2 $ 27.95
−Removed: August 28, 2023 - September 24, 2023 2.6 $ 456.81 2.6 $ 26.78
−Removed: September 25, 2023 - October 29, 2023 3.5 $ 436.44 3.5 $ 25.24
+Added: January 29, 2024 - February 25, 2024 3.4 $ 690.11 3.4 $ 20.2
+Added: February 26, 2024 - March 24, 2024 2.3 $ 857.29 2.3 $ 17.9
+Added: March 25, 2024 - April 28, 2024 4.2 $ 875.17 4.2 $ 14.5
Total 9.9 9.9
−Removed: From October 30, 2023 through November 17, 2023, we repurchased 0.8 million shares for $366 million pursuant to a Rule 10b5-1 trading plan
+Added: From April 29, 2024 through May 24, 2024, we repurchased 2.3 million shares for $2.1 billion pursuant to a Rule 10b5-1 trading plan.
Restricted Stock Unit Share Withholding
−Removed: We also withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of RSU awards under our employee equity incentive program.
−Removed: During the third quarter and first nine months of fiscal year 2024, we withheld approximately 2 million and 5 million shares, respectively, for a total value of $764 million and $1.94 billion, respectively.
+Added: We withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of RSU awards under our employee equity incentive program.
+Added: During the first quarter of fiscal year 2025, we withheld approximately 2 million shares for a total value of $1.8 billion through net share settlements.
+Added: Recent Sales of Unregistered Securities and Use of Proceeds
+Added: On April 19, 2024, we issued a total of 10,764 shares of our common stock, valued at approximately $8.2 million based on our closing stock price on the date of issuance, to key employees of a company we acquired, who had advised us that they were sophisticated investors.
+Added: These shares were issued in a transaction not involving a public offering pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.
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.