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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2025
NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware0-2398594-3177549
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
2788 San Tomas Expressway, Santa Clara, CA 95051
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 486-2000
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareNVDAThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Fiscal Year 2026 Variable Compensation Plan

On March 3, 2025, the Compensation Committee of the Board of Directors, or the Board, of NVIDIA Corporation, or the Company, adopted the Variable Compensation Plan for Fiscal Year 2026, or the 2026 Plan, which provides eligible executive officers the opportunity to earn a variable cash payment based on the level of achievement by the Company of certain corporate performance goals, or the Performance Goals, during fiscal year 2026. The Company operates on a fiscal year ending on the last Sunday in January and designates its fiscal year by the year in which that fiscal year ends. Fiscal year 2026 refers to the Company’s fiscal year ending January 25, 2026.

The Compensation Committee has set the Performance Goals for fiscal year 2026 based upon the achievement of specified fiscal year 2026 revenue and has established threshold compensation plan, base compensation plan, and stretch compensation plan levels.

Unless otherwise determined by the Compensation Committee, a participant must remain an employee through the payment date under the 2026 Plan to be eligible to earn an award.

The following table sets forth the respective target award opportunities for base compensation plan achievement for the Company’s named executive officers under the 2026 Plan:

Named Executive Officer
Target Award Opportunity for Base Compensation Plan
Achievement
Target Award Opportunity for
Base Compensation Plan
Achievement as a % of
Fiscal Year 2026 Base Salary
Jen-Hsun Huang
President and Chief Executive Officer
$3,000,000
200%
Colette M. Kress
Executive Vice President and Chief Financial Officer
$300,000
33%
Ajay K. Puri
Executive Vice President, Worldwide Field Operations
$650,000
68%
Debora Shoquist
Executive Vice President, Operations
$250,000
29%
Timothy S. Teter
Executive Vice President, General Counsel and Secretary
$250,000
29%

The foregoing description is subject to, and qualified in its entirety by, the 2026 Plan, which is filed with this report as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit NumberDescription
10.1
104The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101)




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 hereunto duly authorized.
 
 NVIDIA Corporation
Date: March 7, 2025By: /s/ Rebecca Peters
 Rebecca Peters
 Vice President, Deputy General Counsel and Assistant Secretary