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Date of Report (Date of earliest event reported): October 23, 2023

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 486-2000

(Former name or former address, if changed since last report)

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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. ☐

On October 23, 2023, the United States Government informed NVIDIA Corporation, or the Company, that the licensing requirements of the interim final rule entitled “Implementation of Additional Export Controls: Certain Advanced Computing Items; Supercomputer and Semiconductor End Use; Updates and Corrections”, dated October 18, 2023, applicable to products having a “total processing performance” of 4800 or more and designed or marketed for datacenters, is effective immediately, impacting shipments of the Company’s A100, A800, H100, H800, and L40S products. These licensing requirements were originally to be effective after a 30-day period, as first described in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 17, 2023. Given the strength of demand for the Company’s products worldwide, the Company does not anticipate that the accelerated timing of the licensing requirements will have a near-term meaningful impact on its financial results.

Certain statements in this Current Report on Form 8-K including statements regarding the near-term impact of the accelerated timing of licensing requirements on the Company’s financial results are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors that could cause actual results to differ materially include: global economic conditions; our reliance on third parties to manufacture, assemble, package and test our products; the impact of technological development and competition; development of new products and technologies or enhancements to our existing product and technologies; market acceptance of our products or our partners’ products; design, manufacturing or software defects; changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of performance of our products or technologies when integrated into systems; as well as other factors detailed from time to time in the most recent reports NVIDIA files with the Securities and Exchange Commission, or SEC, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of reports filed with the SEC are posted on the company’s website and are available from NVIDIA without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

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.