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Stock-Based Compensation
 12 Months Ended
Jan. 26, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock-based compensation expense is associated with RSUs, PSUs, market-based PSUs, and our ESPP.
Consolidated Statements of Income include stock-based compensation expense, net of amounts capitalized into inventory and subsequently recognized to cost of revenue, as follows:
 Year Ended
Jan 26, 2025Jan 28, 2024Jan 29, 2023
 (In millions)
Cost of revenue$178 $141 $138 
Research and development3,423 2,532 1,892 
Sales, general and administrative1,136 876 680 
Total$4,737 $3,549 $2,710 
Stock-based compensation capitalized in inventories was not significant during fiscal years 2025, 2024, and 2023.
The following is a summary of equity awards granted under our equity incentive plans:
Year Ended
Jan 26, 2025Jan 28, 2024Jan 29, 2023
(In millions, except per share data)
RSUs, PSUs and Market-based PSUs
Awards granted89 140 250 
Estimated total grant-date fair value$7,834 $5,316 $4,505 
Weighted average grant-date fair value per share$87.99 $37.41 $18.37 
ESPP
Shares purchased30 30 30 
Weighted average price per share$17.74 $15.81 $12.25 
Weighted average grant-date fair value per share$8.61 $6.99 $5.19 
As of January 26, 2025, aggregate unearned stock-based compensation expense was $11.6 billion, which is expected to be recognized over a weighted average period of 2.2 years for RSUs, PSUs, and market-based PSUs, and one year for ESPP.
The fair value of shares issued under our ESPP have been estimated with the following assumptions:
 Year Ended
 Jan 26, 2025Jan 28, 2024Jan 29, 2023
(Using the Black-Scholes model)
ESPP
Weighted average expected life (in years)
0.1-2.0
0.1-2.0
0.1-2.0
Risk-free interest rate
3.6%-5.4%
3.9%-5.5%
—%-4.6%
Volatility
31%-75%
31%-67%
43%-72%
Dividend yield
0.03%
0.06%
0.09%
For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSUs, PSUs, and market-based PSUs are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield.
Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical forfeitures.
Equity Incentive Program
We grant RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs.
Amended and Restated 2007 Equity Incentive Plan
In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, or as most recently amended and restated, the 2007 Plan.
The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. We grant RSUs, PSUs and market-based PSUs under the 2007 Plan. As of January 26, 2025, up to 274 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan, and 1.4 billion shares were available for future grants.
Subject to certain exceptions, RSUs vest generally over four years subject to continued service. PSUs vest over four years, subject to continued service and performance conditions. Market-based PSUs vest on the third anniversary of the date of grant subject to market conditions. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.
Amended and Restated 2012 Employee Stock Purchase Plan
In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan.
Employees who participate in the 2012 Plan may have up to 15% of their earnings withheld to purchase shares of common stock. Starting in March 2025, employees may have up to 25% of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is about 24 months, divided into four purchase periods of six months. The price of common stock purchased under our 2012 Plan will be equal to 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering. As of January 26, 2025, we had 2.2 billion shares reserved for future issuance under the 2012 Plan.
Equity Award Activity
The following is a summary of our equity award transactions under our equity incentive plans: 
RSUs, PSUs and Market-based PSUs Outstanding
 Number of Shares
Weighted Average Grant-Date Fair Value Per Share
(In millions, except per share data)
Balance as of Jan 28, 2024
367 $24.59 
Granted89 $87.99 
Vested(173)$24.89 
Canceled and forfeited(9)$32.10 
Balance as of Jan 26, 2025
274 $44.75 
Vested and expected to vest after Jan 26, 2025
272 $44.59 
As of January 26, 2025 and January 28, 2024, there were 1.4 billion and 1.5 billion shares, respectively, of common stock available for future grants under our equity incentive plans.
The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 26, 2025, January 28, 2024, and January 29, 2023, was $15.1 billion, $8.2 billion, and $4.3 billion, respectively.