Sec Form 4 Filing - Teter Timothy S. @ NVIDIA CORP - 2024-03-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Teter Timothy S. 2. Issuer Name and Ticker or Trading Symbol NVIDIA CORP [ NVDA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, General Counsel and Sec (Last) (First) (Middle) C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2024 (Street) SANTA CLARA, CA95051 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/06/2024 A 56,170 ( 1 ) A $ 0 ( 2 ) 105,908 D Common Stock 03/06/2024 A 4,832 ( 3 ) A $ 0 ( 2 ) 110,850 ( 4 ) D Common Stock 216,767 I The Horne Teter Family Living Trust, dated February 1, 2019 ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Teter Timothy S. C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA95051 EVP, General Counsel and Sec Signatures /s/ Rebecca Peters, Attorney-in-Fact for Timothy S. Teter 03/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares earned based on the achievement of a pre-established operating plan performance goal during the Issuer's fiscal year ended January 28, 2024. The shares earned will vest as to 25% on March 20, 2024 and as to 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant. ( 2 )The shares represent restricted stock units that were received as an award, for no consideration. ( 3 )Represents the number of shares earned based on achievement of a pre-established performance goal from January 31, 2021 through January 28, 2024. The shares earned will vest as to 100% on March 20, 2024, such that the shares will be fully vested on approximately the three (3) year anniversary of the date of grant. ( 4 )Includes 110 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 29, 2024. ( 5 )Shares held by The Horne Teter Family Living Trust, dated 02/01/2019, of which the Reporting Person is trustee.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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