Item 5. Other Information
Item 5. Other Information
The following members of our Board of Directors and/or officers adopted, modified, or terminated a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a Rule 10b5-1 Trading Arrangement:
Name Title of Director or Officer Action Date Total Shares of Common Stock to be Sold Expiration Date
Aarti Shah Director Adoption 5/22/2026 6,500 5/29/2027
Timothy S. Teter Executive Vice President, General Counsel and Secretary Adoption 5/22/2026 547,942 and any future equity awards*
12/13/2027
Colette M. Kress Executive Vice President and Chief Financial Officer Adoption 6/16/2026 375,439 **
12/14/2027
* Includes 367,942 shares from future vests of equity awards, assuming the maximum number of shares issuable under performance-based equity awards where performance is yet to be certified, as well as shares from vests of any future equity grants awarded during the term of the plan. The actual number of shares to be sold will be net of shares withheld by the Company for taxes.
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** Represents shares from future vests of equity awards, assuming the maximum number of shares issuable under performance-based equity awards where performance is yet to be certified. The actual number of shares to be sold will be net of shares withheld by the Company for taxes.
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Item 6. Exhibits
Incorporated by Reference
Exhibit No. Exhibit Description
Schedule/Form Exhibit Filing Date
4.1 Officers’ Certificate, dated as of June 18, 2026.
8-K 4.2 6/18/2026
4.2 Form of 2028 Note
8-K Annex A to Exhibit 4.2 6/18/2026
4.3 Form of 2029 Note
8-K Annex B to Exhibit 4.2 6/18/2026
4.4 Form of 2031 Note
8-K Annex C to Exhibit 4.2 6/18/2026
4.5 Form of 2033 Note
8-K Annex D to Exhibit 4.2 6/18/2026
4.6 Form of 2036 Note
8-K Annex E to Exhibit 4.2 6/18/2026
4.7 Form of 2046 Note
8-K Annex F to Exhibit 4.2 6/18/2026
4.8 Form of 2056 Note
8-K Annex G to Exhibit 4.2 6/18/2026
10.1*^ Form of Residual Value Guaranty
31.1* Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2* Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1#* Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
32.2#* Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
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.
* Filed herewith.
^ Certain terms of this agreement have been redacted in accordance with Regulation S-K Item 601(b)(10) and certain schedules have been omitted in accordance with Regulation S-K Item 601(a)(5).
# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Copies of the above exhibits not contained herein are available to any shareholder upon written request to:
Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051.
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Signature
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.
Date: August 26, 2026
NVIDIA Corporation
By: /s/ Colette M. Kress
Colette M. Kress
Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.