Introduction

Founded in 1993 by Jensen Huang, Chris Malachowsky, and Curtis Priem, NVIDIA began as a computing company focused on developing graphics processing units for personal computers and professional visualization. Its early work in 3D graphics led to the release of GeForce 256 in 1999; a product widely referenced as the first GPU designed to handle complex graphics workloads through dedicated parallel processing. This foundation positioned the company as a key contributor to the evolution of real-time graphics across consumer and enterprise applications.

During the 2000s, NVIDIA moved beyond visual computing with CUDA, enabling GPUs to handle general purpose parallel workloads and making them central to scientific computing, simulation, high-performance computing, and eventually machine learning. As data intensive tasks grew, its hardware and software platforms — backed by datacenter systems and high bandwidth interconnects — became foundational for training and deploying large-scale AI models. NVIDIA then expanded into autonomous vehicles, robotics, edge computing, and industrial AI with integrated hardware software stacks for perception, simulation, and real time decisioning. Today, it operates as a core provider of accelerated computing infrastructure across research, cloud, and enterprise environments, shaping how modern AI, simulation, and data center workloads are built and scaled.

As a NVIDIA employee, you are likely have access to one of the most comprehensive compensation and benefits packages in any industry. However, navigating the complexities of equity compensation, retirement planning, and tax optimization requires specialized knowledge and strategic planning.

At PCM Encore, we work with technology professionals across leading companies to help navigate equity compensation, coordinate financial planning, and develop tax-efficient investment strategies. This guide breaks down the key components of typical tech company benefits and provides actionable insights to help you make informed financial decisions.

Your Retirement Benefits

401(K) Plan Overview

The NVIDIA 401(k) Retirement Plan helps you save for your financial future, and all regular employees are eligible to join.

What You Get When You Enroll

• Multiple contribution options, including pre tax, Roth, and after tax
• Employer matching contributions from NVIDIA
• A choice between professionally managed funds or a self directed brokerage account
• The ability to roll over funds from another retirement plan
• Loan and withdrawal options if needed
• 24/7 online access to your account, planning tools, and calculators

Ways to Contribute

You can contribute to the NVIDIA 401(k) in any of the following ways:

• Pre Tax Contributions: Your pre tax contributions are deducted before federal and state taxes are applied. Taxes on your contributions, NVIDIA's matching contributions, and any investment growth are deferred until you withdraw the money in retirement. The 2026 pre tax limit is $24,500, which is shared with the Roth Basic limit.
• Roth Basic Contributions: Roth contributions are taken after federal and state taxes have been withheld. If your withdrawals meet IRS requirements, both your contributions and any earnings may be tax free in retirement. NVIDIA's match is not Roth and will be taxed as ordinary income when withdrawn. The 2026 Roth Basic limit is $24,500, combined with the pre tax limit. Total employee contributions across both types cannot exceed this amount.
• After Tax Contributions:
  • After tax contributions are deducted after taxes and other payroll deductions
  • You may contribute up to an additional $36,000 beyond your pre tax and/or Roth contributions
  • You may withdraw your after tax contributions at any time (earnings are taxable) or convert them to Roth savings within the plan. Fidelity can assist with initiating or automating these conversions
  • Note: NVIDIA does not match after tax contributions
• In Plan Conversion:
  • You may convert your pre tax or after tax balances into Roth savings within the NVIDIA 401(k)
  • Converted pre tax amounts are taxed in the year of conversion; future earnings grow tax free once in Roth
• Catch-Up Contributions:
  • If you are at least age 50 by December 31, 2026, you may contribute an additional $8,000 as catch up savings, requiring a separate election in Fidelity
  • Employees turning 50 during 2026 may begin contributing immediately
  • Employees aged 60–63 may contribute $11,250, instead of the standard $8,000
  • Under the SECURE 2.0 rules effective January 2026, employees earning more than $150,000 in the prior year must make catch up contributions as Roth, not pre tax

NVIDIA Matching Contributions ("Free Money")

If you make pre tax or Roth contributions, NVIDIA will match your contributions up to $11,500 for the year.

• Dollar for dollar match on your first $6,000
• 50-cent match per dollar on your next $11,000

• Investment Options

Your contributions, NVIDIA's match, and any rollover funds can be invested in:

• The plan's core fund lineup
• Target date retirement funds
• A self-directed brokerage account through Fidelity

• Rollover Options: If you have retirement savings with a previous employer, you may consolidate those funds by rolling them into the NVIDIA 401(k).
• Loans and Withdrawals: Although your 401(k) is designed for retirement, you may need access to your funds earlier. NVIDIA allows certain loans and withdrawals; contact Fidelity to learn about eligibility, rules, and available options.

Key Consideration: Your retirement plan sits at Fidelity, separate from where your equity compensation may be held. A holistic financial plan coordinates across all your accounts, regardless of custodian.

Employee Stock Purchase Plan (ESPP)

How ESPPs Work

NVIDIA offers an Employee Stock Purchase Plan that lets eligible employees buy company stock at a discount using after tax payroll deductions. While each "offering" can be configured by the company, NVIDIA's plan document specifies the core mechanics below. While plan features vary, common elements include:

Key Details:

• Discount & Look Back: Shares are purchased at 85% (15% discount) of the lower of:
  • The stock's fair market value (FMV) on the Offering Date or
  • The FMV on the Purchase Date (i.e., a built-in look back)
• Annual purchase limit (IRS rule): The plan observes the Section 423 limit that rights may not accrue at a rate exceeding $25,000 FMV per calendar year (measured at the offering/grant date)
• Offering length & purchase frequency: NVIDIA may set Offering Periods up to 27 months, with one or more Purchase Dates inside each offering. The plan also allows an automatic reset into a new offering if certain start of period price conditions occur
• Contribution rate: Employees may contribute up to 25% of eligible earnings, subject to plan rules the Board sets for each offering
• Qualified & non qualified components: NVIDIA's plan has two components — a Section 423 (qualified) component for U.S. tax treatment and a Non 423 component (primarily for non U.S. employees, administered via local sub plans)

Important: The specific terms for any given offering (e.g., dates, caps, or resets) are set in NVIDIA's official ESPP offering documents and governed by the plan on file with the SEC (see Exhibit 10.15 in the FY2025 Form 10-K). Review the plan/offering documents for current terms.

Tax Treatment of ESPP Sales

The tax treatment of your ESPP shares depends on how long you hold them. For qualified Section 423 plans:

Disqualifying Disposition (Selling before holding periods):

• If you sell before holding shares for 2 years from offering date AND 1 year from purchase date
• The discount is taxed as ordinary income
• Any additional gain is taxed as short-term or long-term capital gain (depending on holding period from purchase)

Qualifying Disposition (Meeting both holding periods):

• Hold for at least 2 years from offering date AND 1 year from purchase date
• The lesser of (a) actual gain or (b) the discount at grant is taxed as ordinary income
• Any remaining gain is taxed as long-term capital gain

Strategic Considerations

The Immediate Sale Strategy: Many financial advisors recommend selling ESPP shares immediately upon purchase to:

• Lock in the guaranteed discount return (minus taxes)
• Manage concentration risk in company stock
• Redeploy capital into a diversified portfolio

The Hold Strategy: Some employees hold ESPP shares to achieve qualifying disposition status, but this introduces:

• Market risk if stock declines
• Increased concentration in company stock
• Delayed liquidity

Our Perspective: The "right" strategy depends on your overall financial picture, tax situation, and existing equity holdings in your company. PCM Encore can help you evaluate this decision within your holistic wealth plan.

Equity Compensation: Restricted Stock Units (RSUs)

Understanding Your RSU Grant

RSUs are a key element of technology company equity compensation programs. Unlike stock options, RSUs have value even if the stock price declines, making them a significant component of your total compensation.

How RSUs Work:

• Granted as part of your offer letter and annual performance reviews
• Vest on a schedule (typically quarterly over 4–5 years, though this varies)
• Time-based vesting (no performance conditions for most employees, though some companies use performance-based RSUs)
• Taxed as ordinary income when they vest

Tax Treatment at Vesting

When your RSUs vest:

• Automatic tax withholding occurs (typically 22% federal supplemental wage withholding, plus state and FICA)
• You receive net shares: For example, if 100 shares vest, you might receive 60–65 shares after withholding
• Income is reported on your W-2 at the fair market value (FMV) on vest date
• Your cost basis is established at the vest-date market value

Critical Tax Consideration: The 22% automatic federal withholding is often insufficient if you're in a higher tax bracket. Many technology professionals are in the 32%, 35%, or 37% federal brackets, meaning the withholding doesn't cover the full tax liability. We help you calculate estimated tax payments to avoid surprises and underpayment penalties at tax time.

After Vesting: Sell or Hold?

Once your RSUs vest and shares hit your account, you face a key decision: sell immediately or hold?

Sell Immediately:

• Mitigates concentration risk
• Provides liquidity for diversification
• Treats equity comp as cash compensation
• Minimizes additional tax complexity

Hold for Long-Term Capital Gains:

• Potential for additional growth if stock appreciates
• If held more than 1-year post-vest, gains taxed as long-term capital gains (15–20%)
• Increases concentration risk in company stock

Trading Windows:

Active employees at publicly traded companies are typically subject to trading windows that restrict when you can buy or sell company stock. Generally:

• Trading windows open after quarterly earnings announcements
• Blackout periods occur before earnings and during material non-public information events
• Your shares may be deposited during a blackout period, requiring you to wait for the next window

Understanding and planning around these windows is essential for tax-loss harvesting, rebalancing, and liquidation strategies.

Advanced Topics for Technology Professionals

Rule 10b5-1 Trading Plans

What is a 10b5-1 Plan?

A rule 10b5-1 trading plan is a pre-established written plan that allows company insiders to sell stock during blackout periods. While most technology employees are not "insiders" subject to Form 4 filings, 10b5-1 plans can benefit anyone subject to trading restrictions.

Key Features:

• Must be established during an open trading window
• Requires a cooling-off period (typically 90 days) before first trade
• Sets predetermined prices, dates, or formulas for sales
• Provides an affirmative defense against insider trading allegations

Who Should Consider a 10b5-1 Plan?

• Form 4 filers (executives and board members)
• Employees with large, concentrated positions
• Those wanting systematic, disciplined diversification
• Anyone seeking to sell during otherwise blackout periods

PCM Encore's Approach: We have the ability to work with Morgan Stanley's trading desk to draft and implement 10b5-1 plans for our clients. Even if your equity is held at another custodian, we can assist in setting up a 10b5-1 trading arrangement at another custodian and transfer proceeds back to your primary account.

Form 144: Restricted Stock Sales for Affiliates

What is Form 144?

Form 144 is an SEC filing required when company "affiliates" (officers, directors, and certain large shareholders) sell restricted or control securities. Provides liquidity for diversification.

Who Must File Form 144?

At most technology companies, this typically includes:

• All board members
• C-suite executives (CEO, CFO, General Counsel, etc.)
• Other executives designated as reporting persons
• Any shareholder who owns 10% or more of the company's stock

Regular employees are generally not considered affiliates and don't file Form 144, regardless of how much stock they sell.

Filling Thresholds for Affiliates: If you are an affiliate, you must file Form 144 when selling more than 5,000 shares OR $50,000 in value within any 3-month period.

Key Requirements:

• Must be filed concurrently with or before the sale
• Sales limited to the greater of 1% of outstanding shares or average weekly volume
• Public disclosure of all sales
• Available on the SEC's EDGAR database

Why This Matters: If you're subject to Form 144 requirements, your stock sales become public information. Strategic planning around timing, volume, and public perception becomes critical. We help you navigate these considerations with discretion and compliance.

Why Work with PCM Encore

We Understand Tech Company Benefits

We work with employees from various technology companies and understand the nuances of equity compensation packages. We're familiar with:

• How trading windows affect your liquidity planning
• The interplay between ESPP, RSUs, and retirement contributions
• Tax considerations across different jurisdictions
• The complexity of coordinating multiple custodial relationships

Holistic Wealth Management

Your compensation is just one component of your financial life. We help you with:

• Tax planning: Strategic RSU sales, tax-loss harvesting, and retirement account optimization
• Estate planning: Ensure your wealth transfers efficiently to heirs
• Risk management: Appropriate insurance coverage for your income level
• Education planning: 529 plans and other strategies for children's education
• Real estate: Purchase planning and mortgage strategies
• Charitable giving: Tax-efficient strategies including donor-advised funds

Experience with Technology Professionals

We work with employees from various technology companies including public and pre-IPO organizations. This experience provides insights into:

• Industry compensation trends and structures
• How different companies structure equity benefits
• Strategies that work for tech professionals at various career stages
• Pre-IPO and liquidity event planning

Common Questions from Technology Professionals

I have $10–15 million in company stock. How do I diversify without triggering huge taxes?

This is one of the most common situations we encounter. Strategic diversification often involves:

• Systematic selling programs spread over multiple years
• Tax-loss harvesting in other accounts to offset gains
• Charitable giving strategies using appreciated stock
• Exchange funds: Pooling your concentrated position with other investors' concentrated positions to achieve diversification while deferring capital gains
• Qualified Opportunity Zone investments to defer capital gains, while considering direct indexing strategies to manage tax implications effectively
• Timing sales relative to other income events
• Potentially using options strategies (covered calls, collars) to reduce volatility

Should I max out my 401(k) or pay down my mortgage?

The answer depends on:

• Your mortgage interest rate vs. expected investment returns
• Your tax bracket and the value of 401(k) deductions
• Your employer match (we always recommend capturing this first)
• Your overall debt-to-asset ratio
• Your psychological comfort with debt

When should I start selling my RSUs after they vest?

There's no one-size-fits-all answer. We typically recommend:

• Evaluating your total company holdings relative to net worth
• Establishing target allocation percentages
• Creating a systematic rebalancing program
• Considering tax implications of your overall financial picture
• Factoring in your career stage and income stability

I'm considering early retirement. Am I ready?

Key factors to evaluate:

• Do you have sufficient liquid assets to cover 10+ years of expenses?
• How will you bridge healthcare until Medicare at 65?
• What happens to your unvested equity? Does your company have special retirement provisions?
• Have you modeled various market scenarios?
• Will you pursue consulting or other income?

Getting Started with PCM Encore

Maximizing the value of your compensation and benefits requires specialized expertise and proactive planning. At PCM Encore, we aim to serve as your partner in navigating these complexities.

Our Process:

• Initial Consultation: We learn about your financial situation, goals, and concerns
• Comprehensive Analysis: We review your equity compensation, existing holdings, and overall financial picture
• Strategy Development: We create a customized plan addressing equity compensation, taxes, retirement, and wealth building
• Implementation: We help execute your plan, coordinating with your existing custodians
• Ongoing Management: We meet regularly to adjust your plan as your life and company offerings evolve

We work with:

• Recent hires navigating their first equity grants
• Mid-career professionals accumulating substantial equity positions
• Senior employees planning for retirement or early retirement
• Individuals managing concentrated stock positions

Next Steps:

If you're ready to have a conversation about your equity compensation and financial future, we'd welcome the opportunity to speak with you.

This guide is for educational purposes only and does not constitute investment advice, tax advice, or legal advice. Company benefit programs are subject to change, and you should consult your official plan documents for the most current information. Tax laws are complex and subject to change; consult with a qualified tax advisor regarding your specific situation.

PCM Encore maintains custody relationships with multiple custodians and can work with clients regardless of where their equity compensation is held.

PCM Encore is not affiliated with, endorsed by, or sponsored by any specific technology company. This guide has been prepared independently to serve technology professionals across the industry.

Securities and advisory services offered through qualified registered representatives of PCM Encore. Past performance does not guarantee future results. Last updated: February 2026