NVIDIA Responds to TRC Capital’s ‘Mini-Tender’ Offer

NVIDIA has received notice of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (TRC) dated January 21, 2025, to purchase up to 1,000,000 shares of NVIDIA’s common stock at a price of $131.50 per share in cash. The offer represents less than 0.01% of NVIDIA’s outstanding common stock.

The closing of TRC’s offer is conditioned on, among other things, the trading price per share of NVIDIA’s common stock not decreasing more than 5% from the closing price per share on January 21, 2025, unless waived by TRC prior to expiration of the offer.

TRC’s offer is currently scheduled to expire one minute after 11:59 p.m., New York City time, on February 20, 2025. TRC may extend the offer, or terminate it, before the expiration date.

NVIDIA is not affiliated with TRC and does not endorse the offer 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 is an offer for less than 5% of a company’s shares. It is not subject to the disclosure and procedural requirements required by the U.S. Securities and Exchange Commission (SEC) for larger tender offers. The SEC’s guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

NVIDIA requests that a copy of this news release be included with all distributions of materials relating to TRC’s mini-tender offer.

About NVIDIANVIDIA (NASDAQ: NVDA) is the world leader in accelerated computing.

Stewart Stecker Investor Relations [e-mail]

Mylene Mangalindan Corporate Communications [e-mail]

© 2025 NVIDIA Corporation. All rights reserved. NVIDIA and the NVIDIA logo are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and other countries.