NVIDIA (NASDAQ: NVDA) adopts fiscal 2027 revenue-based bonus plan

Rhea-AI Filing Summary

NVIDIA Corporation adopted a Variable Compensation Plan for fiscal year 2027 that offers eligible executive officers cash bonuses tied to company performance. Payouts depend on how well NVIDIA meets specified revenue-based corporate performance goals during the fiscal year ending January 31, 2027.

For base plan achievement, target awards are set at $4,000,000 for President and CEO Jen‑Hsun Huang, equal to 200% of his fiscal 2027 base salary. Other named executives each have a $1,500,000 target, equal to 150% of base salary. Executives generally must remain employed through the payment date to earn awards.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 2, 2026

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			0-23985			94-3177549
(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value per share			NVDA			The 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 2027 Variable Compensation Plan

On March 2, 2026, 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 2027, or the 2027 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 2027. 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 2027 refers to the Company’s fiscal year ending January 31, 2027.

The Compensation Committee has set the Performance Goals for fiscal year 2027 based upon the achievement of specified fiscal year 2027 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 2027 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 2027 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 2027 Base Salary
Jen-Hsun Huang President and Chief Executive Officer						$4,000,000						200%
Colette M. Kress Executive Vice President and Chief Financial Officer						$1,500,000						150%
Ajay K. Puri Executive Vice President, Worldwide Field Operations						$1,500,000						150%
Debora Shoquist Executive Vice President, Operations						$1,500,000						150%
Timothy S. Teter Executive Vice President, General Counsel and Secretary						$1,500,000						150%

The foregoing description is subject to, and qualified in its entirety by, the 2027 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 Number						Description
10.1						Variable Compensation Plan - Fiscal Year 2027
104						The 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 6, 2026			By: /s/ Rebecca Peters
			Rebecca Peters
			Vice President, Deputy General Counsel and Assistant Secretary

FAQ

What did NVIDIA (NVDA) announce in this 8-K filing?

NVIDIA announced a Variable Compensation Plan for fiscal year 2027 that ties executive cash bonuses to corporate performance goals based on revenue. The plan sets specific target award opportunities for the CEO and other named executive officers.

How are NVIDIA’s fiscal 2027 executive bonuses determined?

Executive bonuses are determined by NVIDIA’s achievement of specified fiscal 2027 revenue-based performance goals. The plan includes threshold, base, and stretch compensation levels, with payouts varying depending on how closely actual results align with these revenue targets.

What is the target bonus for NVIDIA CEO Jen-Hsun Huang for FY 2027?

Jen-Hsun Huang’s target award opportunity for base plan achievement is $4,000,000, equal to 200% of his fiscal 2027 base salary. This amount is payable in cash if NVIDIA meets the revenue performance goals established by the Compensation Committee.

What target bonus levels were set for other NVIDIA executives for 2027?

Colette Kress, Ajay Puri, Debora Shoquist, and Timothy Teter each have a $1,500,000 target award for base plan achievement. For each of these executives, this target equals 150% of their fiscal 2027 base salary under the revenue-based compensation plan.

What performance period does NVIDIA’s fiscal 2027 compensation plan cover?

The plan covers NVIDIA’s fiscal year 2027, which ends on January 31, 2027. NVIDIA’s fiscal years end on the last Sunday in January, and the company designates each fiscal year by the calendar year in which that fiscal year ends.

Are NVIDIA executives required to remain employed to receive 2027 bonuses?

Yes. Unless the Compensation Committee decides otherwise, a participant must remain an employee through the payment date under the 2027 Variable Compensation Plan. This employment condition applies to earning any cash award tied to the fiscal 2027 performance goals.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 14.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB