NVIDIA has been informed of an unsolicited "mini-tender" offer from TRC Capital Investment Corporation. The offer, dated January 21, 2025, aims to purchase up to 1,000,000 shares of NVIDIA's common stock at $131.50 per share in cash. This amount represents less than 0.01% of NVIDIA's outstanding common stock.

The completion of TRC's offer is contingent upon several conditions, including that the trading price per share of NVIDIA's common stock does not decrease by more than 5% from its closing price on January 21, 2025. TRC retains the right to waive this condition before the offer expires.

TRC's proposal is set to expire at one minute after 11:59 p.m., New York City time, on February 20, 2025. However, TRC may choose to extend or terminate the offer before this date.

NVIDIA clarifies that it is not associated with TRC and does not endorse either the documentation or the offer itself. "NVIDIA expresses no opinion and is neutral on TRC’s offer and encourages shareholders to obtain current market quotations for their shares of NVIDIA common stock, consult with their brokers or financial advisors, and exercise caution with respect to TRC’s offer."

A mini-tender offer involves less than 5% of a company's shares and is not subject to the same disclosure and procedural requirements mandated by the U.S. Securities and Exchange Commission (SEC) for larger tender offers. The SEC provides guidance on mini-tender offers at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

NVIDIA requests that this news release be included in all distributions related to TRC’s mini-tender offer.