NVIDIA (NVDA) 10-K risk factor changes: FY2025 vs FY2024

The following risks could harm our business, financial condition, results of operations or reputation, which could cause our [removed: stock price to decline.][added: stock*]

- Failure to meet the evolving needs of our industry [added: and markets] may adversely impact our financial results.

Risks Related to Demand, [removed: Supply] [added: Supply,] and Manufacturing

- [removed: Failure] [added: Long manufacturing lead times and uncertain supply and component availability, combined with a failure] to estimate customer demand accurately has led and could lead to mismatches between supply and demand.

- A significant amount of our revenue stems from a limited number of partners and distributors and we have a concentration of sales to [removed: end] customers, and our revenue could be adversely affected if we lose or are prevented from selling to any of these end customers.

- We may be unable to attract, [removed: retain] [added: retain,] and motivate our executives and key employees.

- Modification or interruption of our business processes and information systems may disrupt our [removed: business,] [added: business] and internal controls.

Risks Related to Regulatory, Legal, Our [removed: Stock] [added: Stock,] and Other Matters

- We are subject to complex laws, [removed: rules and] [added: rules,] regulations, and political and other actions, [added: including restrictions on the export of our products,] which may adversely impact our business.

- Increased scrutiny [removed: from shareholders, regulators, and others] regarding our corporate sustainability practices could result in financial, reputational, or operational harm and liability.

- Our business is exposed to the [added: burden and] risks associated with litigation, investigations, and regulatory proceedings.

- timely identify industry changes, adapt our strategies, and develop new or enhance and maintain existing products and technologies that meet the evolving needs of [removed: these] [added: our] markets, including [removed: due to] [added: addressing] unexpected [removed: changes] [added: shifts] in industry standards or disruptive technological [removed: innovation] [added: innovations] that could render our products incompatible with [removed: products] [added: those] developed by other companies;

- develop, acquire, maintain, and secure access to the internal and external infrastructure needed to scale our business, including sufficient energy for powering data centers using our products, acquisition integrations, customer support, e-commerce, IP licensing [removed: capabilities] [added: capabilities,] and cloud service capacity; and

We cannot ensure that [removed: the] [added: our] products and technologies [removed: we bring to market] will provide value to our customers and partners.

We [removed: have begun offering] [added: offer] enterprise customers NVIDIA DGX Cloud [removed: services directly and through our network of partners,] [added: services,] which include cloud-based infrastructure, software and services for training and deploying AI [removed: models, and NVIDIA AI Foundations for customizable pretrained AI] models.

The timing and availability of these cloud services [removed: has] [added: have] changed and may continue to [removed: change,] [added: shift,] impacting our revenue, expenses, and development timelines.

We also offer or plan to offer standalone software solutions, including NVIDIA AI Enterprise, NVIDIA Omniverse, NVIDIA DRIVE, and [removed: several] other software [removed: solutions.][added: products.]

Our target markets remain competitive, and competition may intensify with expanding and changing product and service offerings, industry standards, customer [added: and market] needs, new entrants and consolidations.

Our competitors’ products, services and technologies, including those mentioned above in this Annual Report on Form 10-K, may be cheaper or provide better functionality or features than ours, which has resulted and may in the future result in lower-than-expected selling prices [added: or demand] for our products.

Some of our competitors operate their own fabrication facilities, and have longer operating histories, larger customer bases, more comprehensive IP portfolios and patent protections, more design [removed: wins, and greater financial, sales, marketing and distribution resources than we do.]

[removed: Failure] [added: Long manufacturing lead times and uncertain supply and component availability, combined with a failure] to estimate customer demand [removed: accurately] [added: accurately,] has led and could lead to mismatches between supply and demand.

[removed: This mismatch has] [added: Significant mismatches between supply and demand have varied across our market platforms,] resulted in both product shortages and excess inventory, [removed: has varied across our market platforms, and has] significantly harmed our financial [removed: results.][added: results and could reoccur.]

We [added: have long manufacturing lead times and] build finished products and maintain inventory in advance of anticipated demand.

[removed: Additionally,] [added: For example,] our ability to sell certain products has been and could be impeded if components necessary for the finished products are not available from third parties.

In periods of shortages impacting the semiconductor industry and/or limited supply or capacity in our supply chain, the lead times [removed: on our orders] [added: for certain supply] may be extended.

[removed: We have paid premiums and provided deposits to] [added: To] secure future supply and capacity, [added: we have paid premiums, provided deposits, and entered into long-term supply agreements and capacity commitments,] which have increased our product costs and [added: this] may [removed: continue to do so.][added: continue.]

[removed: We may not] [added: If we inaccurately estimate demand, or our customers change orders, as we] have [added: experienced in] the [removed: ability] [added: past, we may not be able] to reduce our supply commitments [added: in time,] at the same [removed: rate] [added: rate,] or at [removed: all if our revenue declines.][added: all.]

[removed: Many additional factors] [added: Factors that] have caused and/or could in the future cause us to [removed: either] underestimate or overestimate [removed: our customers’ future demand for our products, or otherwise cause a mismatch between supply and demand for our products] [added: demand,] and impact the timing and volume of our revenue, [removed: including:][added: include:]

- competing technologies and competitor product [removed: releases and announcements;][added: releases, announcements or other actions;]

- changes in business and economic [removed: conditions resulting in decreased end demand;][added: conditions;]

- sudden or sustained government lockdowns or [removed: actions to control case spread of global or local] [added: public] health issues;

- the availability of sufficient data center capacity [removed: and] [added: or] energy for customers to procure;

- increase in demand for competitive [removed: products, including competitive actions;][added: products;]

- government actions or changes in governmental policies, such as export [removed: controls or] [added: controls,] increased restrictions on gaming [removed: usage.][added: usage, or tariffs; and]

[removed: These] [added: The] increased purchase [removed: volumes, the number of suppliers,] [added: volumes] and [removed: the] integration of new [removed: vendors] [added: suppliers and contract manufacturers] into our supply chain [removed: may create] [added: creates] more complexity [removed: and] [added: in managing multiple suppliers with variations in production planning,] execution [removed: risk.][added: and logistics.]

We [added: have incurred and] may [added: in the future] incur inventory provisions or impairments if our inventory or supply or capacity commitments exceed demand for our products or demand declines.

Product transitions are complex and [removed: can impact our revenue as] we often ship both new and prior architecture products simultaneously [removed: and we and] [added: as] our channel partners prepare to ship and support new products.

[removed: Due to our product introduction cycles, we] [added: We] are [removed: almost always] [added: generally] in various stages of transitioning the [removed: architecture] [added: architectures] of our Data Center, [added: Gaming,] Professional Visualization, and [removed: Gaming] [added: Automotive] products.

[removed: We will have] [added: The computing industry is experiencing] a broader and faster [removed: Data Center product] launch cadence [added: of accelerated computing platforms] to meet a growing and diverse set of AI opportunities.

The increased frequency of these transitions [added: and the larger number of products and product configurations] may magnify the challenges associated with managing our supply and demand [removed: due to long manufacturing lead times.][added: which may further create volatility in our revenue.]

*price to decline.

wins, and greater financial, sales, marketing and distribution resources than we do.

Risks Related to Demand, Supply, and Manufacturing

We may still be unable to secure sufficient commitments for capacity to address our business needs.

Our reputation and customer relationships could be damaged and we could lose revenue and market share.

- changes in end-user demand;

- purchasing decisions made, and inventory levels held by, distributors, ODMs, OEMs, system integrators, other channel partners and other third parties;

- the availability of third-party content on our platforms, such as GeForce NOW;

- the demand for accelerated computing, AI-related cloud services, or large language models;

- our customers' ability to invest in AI infrastructure.

We continue to increase our supply and capacity purchases with existing and new suppliers to support our demand projections and increasing complexity of our data center products.

With these additions, we have also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products.

Our expanding product portfolio and varying component compatibility and quality may lead to increased inventory levels.

We have introduced a new product and architecture cadence of our Data Center solutions where we seek to complete new computing solutions each year and provide a greater variety of Data Center offerings.

For example, our gross margins in the second quarter of fiscal year 2025 were negatively impacted by inventory provisions for low-yielding Blackwell material.

We incur significant engineering development resources for new products, and changes to our product roadmap may impact our ability to develop other products or adequately manage our supply chain cost.

Customers may delay purchasing existing products as we increase the frequency of new products or may not be able to adopt our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost.

We may not be able to generate significant revenue from them.

cryptocurrency mining, on demand for our products.

Our inability to accurately predict our demand that arises from new use cases may create volatility in our revenue.

- lack of guaranteed supply of wafer, component and capacity;

- decommitment by our suppliers;

- integration of new suppliers and contract manufacturers creating more complexity in managing multiple suppliers with variations in production planning, execution, and logistics;

- suppliers extending lead times and/or increasing costs during shortages; and

The market in China, where our offerings are limited by export controls, is highly competitive and we expect it to remain competitive going forward.

supply-chain attacks or other business disruptions.

These datasets may be flawed, insufficient, or contain certain biased information, and may otherwise decrease resilience to security incidents that may compromise the integrity of our AI outputs, leading to potential reputational damage, regulatory scrutiny, or adverse impacts on the performance and reliability of our products, which could, in turn, affect our partners' operations, customer trust, and our revenue.

demand, access to global markets, hiring, and profitability.

With

We have a small number of partners that are involved in system integration with our key customers.

As our system design becomes increasingly complex, system integrators may be unable to meet specifications of our key customers.

Changes in our partners' or customers' business models or their ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to customers.

Competition for talent drives up costs in the form of cash and stock-based compensation.

We expect to receive additional requests for information in the future.

Such requests may be expensive and burdensome and could negatively impact our business and our relationships with customers, suppliers, and partners.

For example, the EU AI Act became effective on August 1, 2024 and will be fully applicable after a two-year transitional period.

The EU AI Act may impact our ability to train, deploy, or release AI models in the EU.

Several states are considering enacting or have already enacted regulations concerning AI technologies, which may impact our ability to train, deploy, or release AI models, and increase our compliance costs.

Government actions, including trade protection and national and economic security policies of U.S. and foreign government bodies, such as tariffs, import or export regulations, including deemed export restrictions and restrictions on

For example, regulators in China are investigating whether complying with applicable U.S. export controls discriminates unfairly against customers in the China market.

- Our indebtedness could adversely affect our financial position and cash flows from operations and prevent us from implementing our strategy or fulfilling our contractual obligations.

We use third parties to manufacture and assemble our products, and we have long manufacturing lead times.

We are not provided guaranteed wafer, component and capacity supply, and our supply deliveries and production may be non-linear within a quarter or year.

If our estimates of customer demand are inaccurate, as we have experienced in the past, there could be a significant mismatch between supply and demand.

While we have in the past entered and may in the future enter into long-term supply and capacity commitments, we may not be able to secure sufficient

commitments for capacity to address our business needs, or our long-term demand expectations may change.

These risks may increase as we shorten our product development cycles, enter new lines of business, or integrate new suppliers or components into our supply chain, creating additional supply chain complexity.

This risk may increase as a result of our platform strategy.

If our existing suppliers are unable to scale their capabilities to meet our supply needs, we may require additional sources of capacity, which may require additional deposits.

- business decisions made by third parties;

- the demand for accelerated or AI-related cloud services, including our own software and NVIDIA DGX Cloud services;

- the demand for our products; or

Demand for our data center systems and products surged in fiscal year 2024.

Entering fiscal year 2025, we are gathering customer demand indications across several product transitions.

We have demand visibility for our new data center products ramping later in fiscal year 2025.

We have increased our supply and capacity purchases with existing suppliers, added new vendors and entered into prepaid manufacturing and capacity agreements.

We may continue to enter into new supplier and capacity arrangements.

Our purchase commitments and obligations for inventory and manufacturing capacity at the end of fiscal year 2024 were impacted by shortening lead times for certain components.

Supply of Hopper architecture products is improving, and demand remains very strong.

We expect our next-generation products to be supply-constrained based upon demand indications.

Our customer orders and longer-term demand estimates may change or may not be correct, as we have experienced in the past.

transitions, and we may be unable to sell multiple product architectures at the same time for current and future architecture transitions.

Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of customer purchases or otherwise impact our demand.

As a result, the decisions made by our multiple OEMs, ODMs, system integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have impacted and could in the future continue to impact our ability to properly forecast demand, particularly as they are based on estimates provided by various downstream parties.

If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production and we may not be able to obtain sufficient inventory to fill orders on a timely basis.

If we cannot procure sufficient supply to meet demand or otherwise fail to fulfill our customers’ orders on a timely basis, or at all, our customer relationships could be damaged, we could lose revenue and market share and our reputation could be harmed.

In the past, we have experienced a reduction in average selling prices, including due to channel pricing programs that we have implemented and may continue to implement, as a result of our overestimation of future demand, and we may need to continue these reductions.

We have also written down our inventory, incurred cancellation penalties, and recorded impairments and may have to do so in the future.

We build technology and introduce products for new and innovative use cases and applications, such as NVIDIA DGX Cloud services, NVIDIA AI Foundations, Omniverse platform, LLMs, and generative AI models.

Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for Data Center, the long-term trajectory is unknown.

Additionally, we started shipping our CPU product offerings, the Grace CPU and Grace Hopper Superchips, in the third quarter of fiscal year 2024.

Our ability to adequately predict our CPU demand may create volatility in our revenue or supply levels.

GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs.

We also rely on third-party content providers and publishers to make their content available on our platforms, such as GeForce NOW.

Failure by developers, customers, and other third parties to build, enhance, and maintain applications that leverage our platforms, or failure by third-party content providers or publishers to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adversely affect customer demand.

These risks further increase when we rely on partners to supply and manufacture components that are used in our products, as these arrangements reduce our direct control over production.

AI software products we or our partners offer rely on

Our sales to China decreased as a percentage of total Data Center revenue from 19% in fiscal year 2023 to 14% in fiscal year 2024.

Although we have not received licenses from the USG to ship restricted products to China, we have started to ship alternatives to the China market in small volumes.

China represented a mid-single digit percentage of our Data Center revenue in the fourth quarter of fiscal year 2024 due to USG licensing requirements and we expect China to be in a similar range in the first quarter of fiscal year 2025.

Risk [removed: Factors”,] [added: Factors,”] our Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Annual Report on Form 10-K, before deciding to purchase, [removed: hold] [added: hold,] or sell shares of our common stock.

[added: Fueled by the sustained demand for exceptional 3D graphics and the scale of the gaming market,] NVIDIA has leveraged its GPU architecture to create platforms for [removed: accelerated computing, AI solutions,] scientific computing, [added: AI,] data science, AV, robotics, [removed: metaverse] and [removed: 3D internet] [added: digital twin] applications.

Our two operating segments are "Compute & Networking" and "Graphics." Refer to Note [removed: 17] [added: 16] of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

[removed: Demand and Supply, Product Transitions,] [added: Product Transitions] and New [removed: Products and Business Models][added: Product Introductions]

[removed: These] [added: The] increased purchase [removed: volumes, the number of suppliers,] [added: volumes] and [removed: the] integration of new [removed: vendors] [added: suppliers and contract manufacturers] into our supply chain [removed: may create] [added: creates] more complexity [removed: and] [added: in managing multiple suppliers with variations in production planning,] execution [removed: risk.][added: and logistics.]

We [added: have incurred and] may [added: in the future] incur inventory provisions or impairments if our inventory or supply or capacity commitments exceed demand for our products or demand declines.

Product transitions are complex [removed: as] [added: and] we often ship both new and prior architecture products simultaneously [removed: and we and] [added: as] our channel partners prepare to ship and support new products.

[removed: Due to our product introduction cycles, we] [added: We] are [removed: almost always] [added: generally] in various stages of transitioning the [removed: architecture] [added: architectures] of our Data Center, [added: Gaming,] Professional Visualization, and [removed: Gaming] [added: Automotive] products.

[removed: We will have] [added: The computing industry is experiencing] a broader and faster [removed: Data Center product] launch cadence [added: of accelerated computing platforms] to meet a growing and diverse set of AI opportunities.

The increased frequency of these transitions [added: and the larger number of products and product configurations] may magnify the challenges associated with managing our supply and demand [removed: due to manufacturing lead times.][added: which may further create volatility in our revenue.]

The [removed: increasing] [added: increased] frequency and complexity of newly introduced products could result in quality or production issues that could increase inventory provisions, [removed: warranty] [added: warranty,] or other costs or result in product delays.

While we have managed prior product transitions and have [removed: previously] sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and [removed: we] may [added: cause us to] incur additional costs.

[removed: Our demand] [added: Demand] estimates for [removed: new use cases,] [added: our products,] applications, and services can be incorrect and create volatility in our revenue or supply [removed: levels, and we may not be able to generate significant revenue from these use cases, applications, and services.][added: levels.]

[removed: During the third quarter of fiscal year 2023,] [added: In August 2022,] the [removed: USG,] [added: USG] announced licensing requirements that, with certain exceptions, impact exports to China (including Hong Kong and Macau) and Russia of our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits.

In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, and D5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, [removed: including] [added: including, but not limited to, the] A100, A800, H100, H800, L4, L40, L40S and RTX 4090.

On October 23, 2023, the USG informed us [added: that] the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S [removed: products.][added: products (removing the grace period granted by the official rule).]

[removed: We] [added: To date, we] have not received licenses to ship these restricted products to China.

We [removed: are working to expand] [added: expanded] our Data Center product portfolio to offer new solutions, including those for which the USG does not require a license or advance notice before each shipment.

Our competitive position has been [removed: harmed,] [added: harmed by the existing export controls,] and our competitive position and future results may be further [removed: harmed in] [added: harmed, over] the long term, if there are further changes in the USG’s export controls.

In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle [removed: East.][added: East and countries designated “Tier 2” by the AI Diffusion IFR.]

Macroeconomic factors, including inflation, [removed: increased] interest [removed: rates,] [added: rate changes,] capital market volatility, global supply chain [removed: constraints] [added: constraints, tariffs,] and global economic and geopolitical developments, may have direct and indirect impacts on our results of operations, particularly demand for our products.

While difficult to isolate and quantify, these macroeconomic factors [removed: can also] impact our supply chain and manufacturing costs, employee wages, costs for capital equipment and value of our investments.

We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately [removed: 3,700] [added: 4,700] employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products.

[removed: We believe our] [added: Our] global supply chain for our networking products has not experienced any significant impact.

[removed: Accordingly, some] [added: Some] of our employees in [removed: Israel] [added: the region] have been [removed: absent] [added: on active military duty] for an extended period and [removed: they or others] may continue to be absent, which may cause disruption to our product development or operations.

We [removed: did] [added: have] not [removed: experience any] [added: experienced] significant impact or expense to our business; however, if the conflict is further [removed: extended,] [added: extended or expanded,] it could impact future product development, operations, and revenue or create other uncertainty for our business.

Fiscal Year [removed: 2024] [added: 2025] Summary

| | | | Jan [removed: 28, 2024] [added: 26, 2025] | | | | | | Jan [removed: 29, 2023] [added: 28, 2024] | | | | | | Change | | |

| Gross margin | | | [removed: 72.7] [added: 75.0] | | % | | | | [removed: 56.9] [added: 72.7] | | % | | | | Up [removed: 15.8] [added: 2.3] pts | | |

| Operating expenses | | | $ | [removed: 11,329] [added: 16,405] | | | | | $ | [removed: 11,132] [added: 11,329] | | | | | Up [removed: 2%] [added: 45%] | | |

| Operating income | | | $ | [removed: 32,972] [added: 81,453] | | | | | $ | [removed: 4,224] [added: 32,972] | | | | | Up [removed: 681%] [added: 147%] | | |

| Net income | | | $ | [removed: 29,760] [added: 72,880] | | | | | $ | [removed: 4,368] [added: 29,760] | | | | | Up [removed: 581%] [added: 145%] | | |

| Net income per diluted share | | | $ | [removed: 11.93] [added: 2.94] | | | | | $ | [removed: 1.74] [added: 1.19] | | | | | Up [removed: 586%] [added: 147%] | | |

Revenue for fiscal year [removed: 2024] [added: 2025] was [removed: $60.9] [added: $130.5] billion, up [removed: 126%] [added: 114%] from a year ago.

Data Center revenue for fiscal year [removed: 2024] [added: 2025] was up [removed: 217%.][added: 142% from a year ago.]

Gross margin increased in fiscal year [removed: 2024, primarily] [added: 2025] driven by [removed: Data Center revenue growth and lower net inventory provisions as] a [removed: percentage] [added: higher mix] of [added: Data Center] revenue.

We have critical accounting estimates in the areas of inventories, [removed: revenue recognition, and] income [removed: taxes.][added: taxes, and revenue recognition.]

Most of our inventory provisions relate to excess quantities of products or components, based on our inventory levels and future product purchase [removed: commitments compared to assumptions about future demand and market conditions, which requires management judgment.]

Situations that may result in excess or obsolete inventory or excess product purchase commitments include changes in business and economic conditions, changes in market conditions, sudden and significant decreases in demand for our products, [added: including potential cancellation or deferral of customer purchase orders,] inventory obsolescence because of changing technology and customer requirements, new product introductions resulting in less demand for existing products or inconsistent spikes in demand, failure to estimate customer demand properly, ordering in advance of historical lead-times, government regulations and the impact of changes in future demand, or increase in demand for competitive products, including competitive actions.

The net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of [removed: 2.7%] [added: 2.3%] in fiscal year [removed: 2024] [added: 2025] and [removed: 7.5%] [added: 2.7%] in fiscal year [removed: 2023.][added: 2024.]

Demand and Supply

Revenue growth in fiscal year 2025 was driven by data center compute and networking platforms for accelerated computing and AI solutions.

Demand for our Hopper architecture drove our significant growth for the full year.

We began shipping production systems of the Blackwell architecture in the fourth quarter of fiscal year 2025.

We may not be able to generate significant revenue from them.

Advancements in accelerated computing and generative AI models, along with the growth in model complexity and scale, have driven increased demand for our Data Center systems.

We continue to increase our supply and capacity purchases with existing and new suppliers to support our demand projections and increasing complexity of our data center products.

With these additions, we have also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products.

Our expanding product portfolio and varying component compatibility and quality may lead to increased inventory levels.

We have introduced a new product and architecture cadence of our Data Center solutions where we seek to complete new computing solutions each year and provide a greater variety of Data Center offerings.

We incur significant engineering development resources for new products, and changes to our product roadmap may impact our ability to develop other products or adequately manage our supply chain cost.

Customers may delay purchasing existing products as we increase the frequency of new products or may not be able to adopt our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost.

Blackwell systems, such as GB200 NVL 72 and NVL 36 as well as B200 are also subject to these requirements and therefore require a license for any shipment to certain entities and to China and Country Groups D1, D4 and D5, excluding Israel.

Additionally, we understand that partners and customers have also not received a license to ship these restricted products.

We ramped new products designed specifically for China that do not require an export control license.

Our Data Center revenue in China grew in fiscal year 2025.

As a percentage of total Data Center revenue, it remains well below levels seen prior to the onset of export controls in October 2023.

The market in China for datacenter solutions remains competitive.

We will continue to comply with export controls while serving our customers.

On January 15, 2025, the USG published the “AI Diffusion” IFR in the Federal Register.

After a 120-day delayed compliance period, the IFR will, unless modified, impose a worldwide licensing requirement on all products classified under Export Control Classification Numbers, or ECCNs, 3A090.a, 4A090.a, or corresponding .z ECCNs, including all related software and technology.

Any system that incorporates one or more of the covered integrated circuits, or ICs, (including but not limited to NVIDIA DGX, HGX, and MGX systems) will be covered by the new licensing requirement.

The licensing requirement will include future NVIDIA ICs, boards, or systems classified with ECCN 3A090.a or 4A090.a, or corresponding .z ECCNs, achieving certain total processing performance and/or performance density.

Unless a license exception is available, the worldwide licensing requirements will apply to the following NVIDIA products, and any others we develop that meet the characteristics of 3A090.a or 4A090.a, including but not limited to: A100, A800, H100, H200, H800, B100, B200, GB200, L4, L40S, and RTX 6000 Ada.

In addition to export controls, the USG may impose restrictions on the import and sale of products that incorporate technologies developed or manufactured in whole or in part in China.

For example, the USG is considering restrictions on the import and sale of certain automotive products in the United States, which if adopted and interpreted broadly, could impact our ability to develop and supply solutions for our automotive customers.

Israel and Regional Conflicts

| Revenue | | | $ | 130,497 | | | | | $ | 60,922 | | | | | Up 114% | | |

The strong year-on-year growth was driven by demand for our Hopper architecture accelerated computing platform used for large language models, recommendation engines, and generative AI applications.

We began shipping production systems of the Blackwell architecture in the fourth quarter of fiscal year 2025.

Gaming revenue for fiscal year 2025 was up 9% from a year ago, driven by sales of our GeForce RTX 40 Series GPUs.

Professional Visualization revenue for fiscal year 2025 was up 21% from a year ago, driven by the continued ramp of Ada RTX GPU workstations for use cases such as generative AI-powered design, simulation, and engineering.

Automotive revenue for fiscal year 2025 was up 55% from a year ago, driven by sales of our self-driving platforms.

Operating expenses for fiscal year 2025 were up 45% from a year ago, driven by higher compensation and benefits expenses due to employee growth and compensation increases, and engineering development, compute and infrastructure costs for new product introductions.

commitments compared to assumptions about future demand and market conditions, which requires management judgment.

We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized based on all available evidence.

| Compute & Networking | | | $ | 116,193 | | | | | $ | 47,405 | | | | | $ | 68,788 | | | | | 145 | | % |

| Graphics | | | 14,304 | | | | | | 13,517 | | | | | | 787 | | | | | | 6 | | % |

| Total | | | $ | 130,497 | | | | | $ | 60,922 | | | | | $ | 69,575 | | | | | 114 | | % |

| Compute & Networking | | | $ | 82,875 | | | | | $ | 32,016 | | | | | $ | 50,859 | | | | | 159 | | % |

Demand for our data center systems and products surged in fiscal year 2024.

Entering fiscal year 2025, we are gathering customer demand indications across several product transitions.

We have demand visibility for our new data center products ramping later in fiscal year 2025.

We have increased our supply and capacity purchases with existing suppliers, added new vendors and entered into prepaid manufacturing and capacity agreements.

Our purchase commitments and obligations for inventory and manufacturing capacity at the end of fiscal year 2024 were impacted by shortening lead times for certain components.

We may continue to enter into new supplier and capacity arrangements.

Supply of Hopper architecture products is improving, and demand remains very strong.

We expect our next-generation products to be supply-constrained based upon demand indications.

We build finished products and maintain inventory in advance of anticipated demand.

While we have entered into long-term supply and capacity commitments, we may not be able to secure sufficient commitments for capacity to address our business needs, or our long-term demand expectations may change.

These risks may increase as we shorten our product development cycles, enter new lines of business, or integrate new suppliers or components into our supply chain, creating additional supply chain complexity.

Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures ahead of new product introductions can create reductions or volatility in our revenue.

Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of customer purchases or otherwise impact our demand.

We build technology and introduce products for new and innovative use cases and applications such as our NVIDIA DGX Cloud services, Omniverse platform, LLMs, and generative AI models.

Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for Data Center, the long-term trajectory is unknown.

Our sales to China decreased as a percentage of total Data Center revenue from 19% in fiscal year 2023 to 14% in fiscal year 2024.

We have started to ship alternatives to the China market in small volumes.

China represented a mid-single digit percentage of our Data Center revenue in the fourth quarter of fiscal year 2024 due to USG licensing requirements and we expect China to be in a similar range in the first quarter of fiscal year 2025.

Israel and Hamas Conflict

Our operating expenses in fiscal year 2024 include expenses for financial support to impacted employees and charitable activity.

Further, in connection with the conflict, a substantial number of our employees in the region have been called-up for active military duty in Israel.

| Revenue | | | $ | 60,922 | | | | | $ | 26,974 | | | | | Up 126% | | |

Strong demand was driven by enterprise software and consumer internet applications, and multiple industry verticals including automotive, financial services, and healthcare.

Customers across industry verticals access NVIDIA AI infrastructure both through the cloud and on-premises.

Data Center compute revenue was up 244% in the fiscal year.

Networking revenue was up 133% in the fiscal year.

Gaming revenue for fiscal year 2024 was up 15%.

The increase reflects higher sell-in to partners following the normalization of channel inventory levels and growing demand.

Professional Visualization revenue for fiscal year 2024 was up 1%.

Automotive revenue for the fiscal year 2024 was up 21%.

The increase primarily reflected growth in self-driving platforms.

Operating expenses increased for fiscal year 2024, driven by growth in employees and compensation increases.

Fiscal year 2023 also included a $1.4 billion acquisition termination charge related to the proposed Arm transaction.

Market Platform Highlights

Data Center revenue for fiscal year 2024 was $47.5 billion, up 217% from fiscal year 2023.

In Data Center, we launched AI inference platforms that combine our full-stack inference software with NVIDIA Ada, NVIDIA Hopper and NVIDIA Grace Hopper processors optimized for generative AI, LLMs and other AI workloads.

We introduced NVIDIA DGX Cloud and AI Foundations to help businesses create and operate custom large language models and generative AI models.

As AV algorithms move to video transformers, and more cars are equipped with cameras, we expect NVIDIA’s automotive data center processing demand to grow significantly.

We estimate that in fiscal year 2024, approximately 40% of Data Center revenue was for AI inference.

In the fourth quarter of fiscal year 2024, large cloud providers represented more than half of our Data Center revenue, supporting both internal workloads and external customers.

As of the end of fiscal year [removed: 2024,] [added: 2025,] we performed a sensitivity analysis on our investment portfolio.

According to our analysis, parallel shifts in the yield curve of plus or minus 0.5% would result in a change in fair value for these investments of [removed: $93] [added: $238] million.

As of the end of fiscal year [removed: 2024,] [added: 2025,] we had [removed: $9.7] [added: $8.5] billion of senior Notes [removed: net] outstanding.

As the Notes bear interest at a fixed rate, we have no [added: financial statement risk associated with changes in interest rates.]

Refer to Note [removed: 12] [added: 10] of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

We consider our direct exposure to foreign exchange rate fluctuations to be minimal as [added: substantially all of] our sales are in United States dollars and foreign currency forward contracts are used to offset movements of foreign currency exchange [removed: rate movements.][added: rates.]

The impact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

If the U.S. dollar strengthened by 10% as of January [removed: 28, 2024] [added: 26, 2025] and January [removed: 29, 2023,] [added: 28, 2024,] the amount recorded in accumulated other comprehensive income (loss) related to our foreign exchange contracts before tax effect would have been [removed: $116] [added: $136] million and [removed: $112] [added: $116] million lower, respectively.

If an adverse 10% foreign exchange rate change was applied to our balance sheet hedging contracts, it would have resulted in an adverse impact on income before taxes of [removed: $60] [added: $129] million and [removed: $36] [added: $60] million as of January [removed: 28, 2024] [added: 26, 2025] and January [removed: 29, 2023,] [added: 28, 2024,] respectively.

[removed: These changes in fair values would be offset in other income (expense), net by] corresponding change in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge contracts fully cover the foreign currency denominated monetary assets and liabilities balances.

These changes in fair values would be offset in other income (expense), net by

financial statement risk associated with changes in interest rates.

This form of AI, in which software writes itself by learning from large amounts of data, can serve as the brain of computers, [removed: robots] [added: robots,] and self-driving cars that can perceive and understand the world.

Examples include generative AI, which can create new content such as text, code, images, audio, video, [removed: and] molecule structures, and recommendation systems, which can recommend highly relevant content such as products, services, [removed: media] [added: media,] or ads using deep neural networks trained on vast datasets that capture the [removed: user] [added: user's] preferences.

We have invested over [removed: $45.3] [added: $58.2] billion in research and development since our inception, yielding inventions that are essential to modern computing.

Our acquisition of Mellanox in 2020 expanded our innovation canvas to include [removed: networking] [added: networking, enabled our platforms to be data center scale,] and led to the introduction of a new processor class – the data processing unit, or DPU.

In 2023, we introduced our first data center CPU, Grace, built for giant-scale AI and [removed: high-performance computing.][added: high performance computing, or HPC.]

The world’s leading cloud service providers, or CSPs, and consumer internet companies use our data center-scale accelerated computing platforms to enable, [removed: accelerate] [added: accelerate, develop,] or enrich the services [added: and offerings] they deliver to billions of end users, including AI solutions and assistants, [added: AI foundation models,] search, recommendations, social networking, online shopping, live video, and translation.

Enterprises and startups across a broad range of industries use our accelerated computing platforms to build new generative [added: and agentic] AI-enabled products and services, [removed: or] [added: and/or] to dramatically accelerate and reduce the costs of their workloads and workflows.

The enterprise software industry uses them for new AI [removed: assistants] [added: assistants, chatbots,] and [removed: chatbots;] [added: agents;] the transportation industry for autonomous driving; the healthcare industry for accelerated and computer-aided drug discovery; and the financial services industry for customer support and fraud detection.

With support for more than [removed: 3,500] [added: 4,400] applications, NVIDIA computing enables some of the most promising areas of discovery, from climate prediction to materials science and from wind tunnel simulation to genomics.

Including GPUs and networking, NVIDIA powers over 75% of the supercomputers on the global TOP500 list, including [removed: 24] [added: 38] of the top [removed: 30] [added: 50] systems on the Green500 list.

The Compute & Networking segment [removed: is comprised of] [added: includes] our Data Center accelerated computing platforms and [removed: end-to-end networking] [added: AI solutions and software; networking; automotive] platforms [removed: including Quantum for InfiniBand] and [removed: Spectrum for Ethernet; our NVIDIA DRIVE automated-driving platform] [added: autonomous] and [removed: automotive development agreements;] [added: electric vehicle solutions;] Jetson [added: for] robotics and other embedded platforms; [removed: NVIDIA AI Enterprise] and [removed: other software; and] DGX Cloud [removed: software and] [added: computing] services.

The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related [removed: infrastructure;] [added: infrastructure, and solutions for gaming platforms;] Quadro/NVIDIA RTX GPUs for enterprise workstation graphics; virtual GPU, or vGPU, software for cloud-based visual and virtual computing; automotive platforms for infotainment systems; and Omniverse Enterprise software for building and operating [removed: metaverse] [added: industrial AI] and [removed: 3D internet] [added: digital twin] applications.

The NVIDIA Data Center platform is focused on accelerating the most compute-intensive workloads, such as AI, data analytics, [removed: graphics] [added: graphics,] and scientific computing, delivering significantly better performance and power efficiency relative to conventional CPU-only approaches.

Our compute offerings include supercomputing platforms and servers, bringing together our energy efficient GPUs, [removed: DPUs,] [added: CPUs,] interconnects, and fully optimized AI and [removed: high-performance computing, or HPC,] [added: HPC] software stacks.

Our networking offerings include end-to-end platforms for InfiniBand and Ethernet, consisting of network adapters, cables, DPUs, [removed: and] switch [added: chips and] systems, as well as a full software stack.

Our [removed: end] customers include the world’s leading public cloud and consumer internet companies, thousands of enterprises and startups, and public sector entities.

We also have partnerships in automotive, healthcare, financial services, manufacturing, [added: retail,] and [removed: retail] [added: technology] among others, to accelerate the adoption of AI.

[removed: They are available in the NVIDIA accelerated computing platform and in] industry standard servers from every major cloud provider and server maker.

[removed: In fiscal year 2024, we launched] [added: We also offer] the NVIDIA DGX Cloud, [removed: an] [added: a fully managed] AI-training-as-a-service platform which includes cloud-based infrastructure and software for AI, customizable pretrained AI models, and access to NVIDIA experts.

With an installed base of over 100 million AI capable PCs, more than [removed: 500] [added: 700] RTX AI-enabled applications and games, and a robust suite of development tools, RTX is already the AI PC leader.

We offer NVIDIA Omniverse as a development platform and operating system for building [added: and running] virtual world simulation applications, available as a software subscription for enterprise use and free for individual use.

Automotive [removed: market] is comprised of platform solutions for automated driving [removed: and in-vehicle cockpit computing.][added: from the cloud to the car.]

DRIVE Hyperion consists of the high-performance, energy efficient DRIVE AGX computing [removed: hardware,] [added: hardware running an in-vehicle operating system (DRIVE OS),] a reference sensor set that supports full self-driving capability as well as an open, modular DRIVE software platform for autonomous driving, mapping, and parking services, and intelligent in-vehicle experiences.

In addition, we offer a scalable data center-based simulation [removed: solution, NVIDIA DRIVE Sim,] [added: solution] based on NVIDIA Omniverse [removed: software,] [added: software to develop synthetic data] for [removed: digital cockpit development,] [added: AI model training,] as well as for testing and validating a self-driving platform.

We work to deliver continued performance leaps that outpace Moore’s Law by leveraging innovation across the architecture, chip design, system, interconnect, [added: algorithm,] and software layers.

While the computing requirements of these end markets are diverse, we address them with a unified underlying architecture leveraging our GPUs, [added: CPUs,] CUDA and networking technologies as the fundamental building blocks.

There are over [removed: 4.7] [added: 5.9] million developers worldwide using CUDA and our other software tools to help deploy our technology in our target markets.

[removed: For example, NVIDIA Avatar Cloud Engine, or ACE, is] a suite of technologies that help developers bring digital avatars to life with generative AI, running in the cloud or locally on the PC.

Therefore, we provide an AI-based hardware and software solution, designed and implemented from the ground up based on automotive safety standards, for the AV and EV market under the DRIVE brand, which we are bringing to market through our partnerships with automotive OEMs, [added: tier-1 suppliers, and start-ups.]

Our sales and marketing teams, located across our global markets, work closely with [removed: end] customers and various industry ecosystems through our partner network.

Our partner network incorporates global, regional and specialized CSPs, OEMs, ODMs, [added: ISVs, global] system integrators, [removed: independent software vendors, or ISVs,] add-in board manufacturers, or AIBs, distributors, automotive manufacturers and tier-1 automotive suppliers, and other ecosystem participants.

For example, our solution architects work with CSPs to provide pre-sales assistance to [added: enable our customers to] optimize their hardware and software infrastructure for generative AI and LLM training and deployment.

They also work with foundation model and enterprise software developers to [added: enable our customers to] optimize the training and fine-tuning of their models and services, and with enterprise end-users, often in collaboration with their global system integrator of choice, to fine-tune models and build AI applications.

We believe that the depth and quality of our design support are key to improving our partner network’s time-to-market, maintaining a high level of customer satisfaction, and fostering relationships that encourage our [removed: end] customers and partner network to use the next generation of our products within each platform.

[removed: In periods] of growth, we may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums, or provide deposits to secure future supply and capacity and may need to continue to do so.

Our supply chain is [added: mainly] concentrated in the Asia-Pacific region.

We purchase memory from [removed: Micron Technology, Inc.,] SK Hynix Inc., [added: Micron Technology, Inc.,] and Samsung.

- suppliers of hardware and software for SoC products that are used in servers or embedded into automobiles, autonomous machines, and gaming devices, such as Ambarella, Inc., AMD, [removed: Broadcom] [added: Broadcom,] Inc., or Broadcom, Intel, Qualcomm Incorporated, Renesas Electronics Corporation, and Samsung, or companies with internal teams designing SoC products for their own products and services, such as Tesla, Inc.; and

- networking products consisting of switches, network adapters (including DPUs), and cable solutions (including optical modules) include such as AMD, Arista Networks, Broadcom, Cisco Systems, Inc., Hewlett Packard Enterprise Company, Huawei, Intel, Lumentum [removed: Holdings,] [added: Holdings Inc.,] and Marvell [removed: Technology Group] [added: Technology, Inc.] as well as internal teams of system vendors and large cloud services companies.

Our currently issued patents have expiration dates from February [removed: 2024] [added: 2025] to [removed: August 2043.][added: June 2045.]

They are available in the NVIDIA accelerated computing platform and in

In fiscal year 2025, we launched the NVIDIA Blackwell architecture, a full set of data center scale infrastructure that includes GPUs, CPUs, DPUs, interconnects, switch chips and systems, and networking adapters.

Blackwell excels at processing cutting edge generative AI and accelerated computing workloads with market leading performance and efficiency.

Offered in a number of configurations, it can address the needs of customers across industries and a diverse set of AI and accelerated computing use cases.

In fiscal year 2025, we launched the NVIDIA Blackwell GeForce RTX 50 Series family of desktop and laptop GPUs.

The Blackwell architecture introduced neural graphics which combines AI models with traditional rendering to unlock a new era of graphics innovation.

The RTX 50 Series also features the next generation of our DLSS technology powered for the first time by a transformer model architecture.

Together these technologies help deliver up to a 2x leap in performance and stunning visual realism for PC gamers, developers, and creatives.

Additionally, the infusion of generative AI into an increasing number of applications is giving rise to the need for the enhanced AI processing capabilities of our RTX GPUs.

In addition, we offer DGX Cloud, a fully managed AI-training-as-a-service platform, along with NVIDIA AI Enterprise—a comprehensive software suite designed to simplify the development and deployment of production-grade, end-to-end generative AI applications.

NVIDIA AI Enterprise includes: NVIDIA NIM, which delivers a 2.5x increase in token throughput using industry-leading open and proprietary models; NVIDIA NeMo, a complete solution for curating, fine-tuning, evaluating, and safeguarding domain-adapted models; and AI Blueprints, pre-built, runnable templates that help enterprises build, optimize, and deploy AI agents while preserving privacy.

These tools enable organizations to securely develop and run AI applications on NVIDIA-accelerated infrastructure anywhere.

For example, NVIDIA Avatar Cloud Engine, or ACE, is

In periods

Over the past three years, we have been subject to a series of shifting and expanding export control restrictions, impacting our ability to serve customers outside the United States.

Blackwell systems, such as GB200 NVL 72 and NVL 36 as well as B200 are also subject to these requirements and therefore require a license for any shipment to certain entities and to China and Country Groups D1, D4 and D5, excluding Israel.

To date, we have not received licenses to ship these restricted products to China.

Additionally, we understand that partners and customers have also not received a license to ship these restricted products.

On January 15, 2025, the USG published the “AI Diffusion” IFR in the Federal Register.

After a 120-day delayed compliance period, the IFR will, unless modified, impose a worldwide licensing requirement on all products classified under Export Control Classification Numbers, or ECCNs, 3A090.a, 4A090.a, or corresponding .z ECCNs, including all related software and technology.

Any system that incorporates one or more of the covered integrated circuits, or ICs, (including but not limited to NVIDIA DGX, HGX, and MGX systems) will be covered by the new licensing requirement.

The licensing requirement will include future NVIDIA ICs, boards, or systems classified with ECCN 3A090.a or 4A090.a, or corresponding .z ECCNs, achieving certain total processing performance and/or performance density.

Unless a license exception is available, the worldwide licensing requirements will apply to the following NVIDIA products, and any others we develop that meet the characteristics of 3A090.a or 4A090.a, including but not limited to: A100, A800, H100, H200, H800, B100, B200, GB200, L4, L40S, and RTX 6000 Ada.

In addition to export controls, the USG may impose restrictions on the import and sale of products that incorporate technologies developed or manufactured in whole or in part in China.

For example, the USG is considering restrictions on the import and sale of certain automotive products in the United States, which if adopted and interpreted broadly, could impact our ability to develop and supply solutions for our automotive customers.

Our workforce is 82% technical and 51%

hold advanced degrees.

Additionally, we have increased our focus on diversity recruiting and we welcome employees of all backgrounds.

- Hire, promote and compensate our employees based on merit;

- Provide training and education to managers and peers on fostering supportive environments that allow all our employees to do their best work;

We support a flexible work environment allowing us to recruit the very best employees, regardless of where they live.

We have partnered with leading cloud service providers to host this service in their data centers.

In addition, we offer DGX Cloud, an AI-training-as-a-service platform, and NeMo – a complete solution for building enterprise-ready Large Language Models, or LLMs, using open source and proprietary LLMs created by NVIDIA and third parties.

In addition, EV makers are looking for next-generation centralized car computers that integrate a wide range of intelligent functions into a single AI compute platform.

tier-1 suppliers, and start-ups.

By the end of fiscal year 2025, our goal is to purchase

The energy efficiency of our products is evidenced by our continued strong presence on the Green500 list of the most energy-efficient systems.

Our workforce is 83% technical and 49% hold advanced degrees.

Additionally, we have increased focus on diversity recruiting, resulting in an increase in global female hiring in each channel.

We have a library of live and on-demand learning experiences that include workshops, panel discussions, and speaker forums.

We implemented a career coaching service to provide one-on-one guidance to employees, and encourage internal job mobility.

Pulse surveys help us gain insight into employee experience and provides employee-generated ideas so that we can take targeted action.

The suggestion box is an always-on, interactive tool where employees share their thoughts about making our company a better place to work.

The anonymous third-party platform is designed to protect the identity of the reporter and provide a mechanism for reporters to follow an investigation and receive responses.

Our employees tend to come and stay.

- Providing training and education to managers and peers on fostering supportive environments and recruiting for diversity;

We support a flexible work environment, understanding that many employees want the ability to work from home under certain conditions.

strategy, planning, reporting and business development for the division.

Please see Note [removed: 13] [added: 12] of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of our legal proceedings.

For the fiscal year ended January [removed: 28, 2024][added: 26, 2025]

[removed: ][added: ]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July [removed: 28, 2023] [added: 26, 2024] was approximately [removed: $1.1] [added: $2.7] trillion (based on the closing sales price of the registrant's common stock as reported by the Nasdaq Global Select Market on July [removed: 28, 2023).][added: 26, 2024).]

This calculation excludes [removed: 105 million] [added: 1.0 billion] shares held by directors and executive officers of the registrant.

The number of shares of common stock outstanding as of February [removed: 16, 2024] [added: 21, 2025] was [removed: 2.5] [added: 24.4] billion.

Portions of the registrant's Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.

| [Item [removed: 1.](#i13eac97307cc485c971e826acbda8be7_13)] [added: 1.](#if3830601512b46079053ec0daaf407ac_13)] | | | [removed: [Business](#i13eac97307cc485c971e826acbda8be7_13)] [added: [Business](#if3830601512b46079053ec0daaf407ac_13)] | | | [removed: [4](#i13eac97307cc485c971e826acbda8be7_13)] [added: [4](#if3830601512b46079053ec0daaf407ac_13)] | | |

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| [Item [removed: 7.](#i13eac97307cc485c971e826acbda8be7_40)] [added: 7.](#if3830601512b46079053ec0daaf407ac_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i13eac97307cc485c971e826acbda8be7_40)] [added: Operations](#if3830601512b46079053ec0daaf407ac_43)] | | | [removed: [34](#i13eac97307cc485c971e826acbda8be7_40)] [added: [36](#if3830601512b46079053ec0daaf407ac_43)] | | |

| [Item [removed: 7A.](#i13eac97307cc485c971e826acbda8be7_52)] [added: 7A.](#if3830601512b46079053ec0daaf407ac_55)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i13eac97307cc485c971e826acbda8be7_52)] [added: Risk](#if3830601512b46079053ec0daaf407ac_55)] | | | [removed: [43](#i13eac97307cc485c971e826acbda8be7_52)] [added: [45](#if3830601512b46079053ec0daaf407ac_55)] | | |

| [Item [removed: 8.](#i13eac97307cc485c971e826acbda8be7_55)] [added: 8.](#if3830601512b46079053ec0daaf407ac_58)] | | | [Financial Statements and Supplementary [removed: Data](#i13eac97307cc485c971e826acbda8be7_55)] [added: Data](#if3830601512b46079053ec0daaf407ac_58)] | | | [removed: [44](#i13eac97307cc485c971e826acbda8be7_55)] [added: [46](#if3830601512b46079053ec0daaf407ac_58)] | | |

| [Item [removed: 9.](#i13eac97307cc485c971e826acbda8be7_58)] [added: 9.](#if3830601512b46079053ec0daaf407ac_61)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i13eac97307cc485c971e826acbda8be7_58)] [added: Disclosure](#if3830601512b46079053ec0daaf407ac_61)] | | | [removed: [44](#i13eac97307cc485c971e826acbda8be7_58)] [added: [46](#if3830601512b46079053ec0daaf407ac_61)] | | |

| [Item [removed: 9A.](#i13eac97307cc485c971e826acbda8be7_61)] [added: 9A.](#if3830601512b46079053ec0daaf407ac_64)] | | | [Controls and [removed: Procedures](#i13eac97307cc485c971e826acbda8be7_61)] [added: Procedures](#if3830601512b46079053ec0daaf407ac_64)] | | | [removed: [44](#i13eac97307cc485c971e826acbda8be7_61)] [added: [46](#if3830601512b46079053ec0daaf407ac_64)] | | |

| [Item [removed: 9B.](#i13eac97307cc485c971e826acbda8be7_64)] [added: 9B.](#if3830601512b46079053ec0daaf407ac_67)] | | | [Other [removed: Information](#i13eac97307cc485c971e826acbda8be7_64)] [added: Information](#if3830601512b46079053ec0daaf407ac_67)] | | | [removed: [45](#i13eac97307cc485c971e826acbda8be7_64)] [added: [47](#if3830601512b46079053ec0daaf407ac_67)] | | |

| [Item [removed: 9C.](#i13eac97307cc485c971e826acbda8be7_67)] [added: 9C.](#if3830601512b46079053ec0daaf407ac_73)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i13eac97307cc485c971e826acbda8be7_67)] [added: Inspections](#if3830601512b46079053ec0daaf407ac_73)] | | | [removed: [45](#i13eac97307cc485c971e826acbda8be7_67)] [added: [47](#if3830601512b46079053ec0daaf407ac_73)] | | |

| [Item [removed: 10.](#i13eac97307cc485c971e826acbda8be7_73)] [added: 10.](#if3830601512b46079053ec0daaf407ac_79)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i13eac97307cc485c971e826acbda8be7_73)] [added: Governance](#if3830601512b46079053ec0daaf407ac_79)] | | | [removed: [45](#i13eac97307cc485c971e826acbda8be7_73)] [added: [47](#if3830601512b46079053ec0daaf407ac_79)] | | |

| [Item [removed: 11.](#i13eac97307cc485c971e826acbda8be7_76)] [added: 11.](#if3830601512b46079053ec0daaf407ac_82)] | | | [Executive [removed: Compensation](#i13eac97307cc485c971e826acbda8be7_76)] [added: Compensation](#if3830601512b46079053ec0daaf407ac_82)] | | | [removed: [46](#i13eac97307cc485c971e826acbda8be7_76)] [added: [48](#if3830601512b46079053ec0daaf407ac_82)] | | |

| [Item [removed: 12.](#i13eac97307cc485c971e826acbda8be7_79)] [added: 12.](#if3830601512b46079053ec0daaf407ac_85)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i13eac97307cc485c971e826acbda8be7_79)] [added: Matters](#if3830601512b46079053ec0daaf407ac_85)] | | | [removed: [46](#i13eac97307cc485c971e826acbda8be7_79)] [added: [48](#if3830601512b46079053ec0daaf407ac_85)] | | |

| [Item [removed: 13.](#i13eac97307cc485c971e826acbda8be7_82)] [added: 13.](#if3830601512b46079053ec0daaf407ac_88)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i13eac97307cc485c971e826acbda8be7_82)] [added: Independence](#if3830601512b46079053ec0daaf407ac_88)] | | | [removed: [46](#i13eac97307cc485c971e826acbda8be7_82)] [added: [48](#if3830601512b46079053ec0daaf407ac_88)] | | |

| [Item [removed: 14.](#i13eac97307cc485c971e826acbda8be7_85)] [added: 14.](#if3830601512b46079053ec0daaf407ac_91)] | | | [Principal Accountant Fees and [removed: Services](#i13eac97307cc485c971e826acbda8be7_85)] [added: Services](#if3830601512b46079053ec0daaf407ac_91)] | | | [removed: [46](#i13eac97307cc485c971e826acbda8be7_85)] [added: [48](#if3830601512b46079053ec0daaf407ac_91)] | | |

| [Item [removed: 15.](#i13eac97307cc485c971e826acbda8be7_91)] [added: 15.](#if3830601512b46079053ec0daaf407ac_97)] | | | [removed: [Exhibit] [added: [Exhibits] and Financial Statement [removed: Schedules](#i13eac97307cc485c971e826acbda8be7_91)] [added: Schedules](#if3830601512b46079053ec0daaf407ac_97)] | | | [removed: [47](#i13eac97307cc485c971e826acbda8be7_91)] [added: [49](#if3830601512b46079053ec0daaf407ac_97)] | | |

| [Item [removed: 16.](#i13eac97307cc485c971e826acbda8be7_181)] [added: 16.](#if3830601512b46079053ec0daaf407ac_187)] | | | [Form 10-K [removed: Summary](#i13eac97307cc485c971e826acbda8be7_181)] [added: Summary](#if3830601512b46079053ec0daaf407ac_187)] | | | [removed: [83](#i13eac97307cc485c971e826acbda8be7_181)] [added: [85](#if3830601512b46079053ec0daaf407ac_187)] | | |

NVIDIA X Account [removed: (https://twitter.com/nvidia)][added: (https://x.com/nvidia)]

NVIDIA Corporate Blog [removed: (http://blogs.nvidia.com)][added: (https://blogs.nvidia.com/)]

NVIDIA LinkedIn Page [removed: (http://www.linkedin.com/company/nvidia)][added: (https://www.linkedin.com/company/nvidia)]

*© [removed: 2024] [added: 2025] NVIDIA Corporation.

| | | | [Part I](#if3830601512b46079053ec0daaf407ac_10) | | | | | |

| | | | [Part II](#if3830601512b46079053ec0daaf407ac_34) | | | | | |

| | | | [Part III](#if3830601512b46079053ec0daaf407ac_76) | | | | | |

| | | | [Part IV](#if3830601512b46079053ec0daaf407ac_94) | | | | | |

| [Signatures](#if3830601512b46079053ec0daaf407ac_190) | | | | | | [86](#if3830601512b46079053ec0daaf407ac_190) | | |

NVIDIA Technical Blog (https://developer.nvidia.com/blog/)

| | | | [P](#i13eac97307cc485c971e826acbda8be7_10)[art](#i13eac97307cc485c971e826acbda8be7_10) [I](#i13eac97307cc485c971e826acbda8be7_10) | | | | | |

| | | | [P](#i13eac97307cc485c971e826acbda8be7_31)[art](#i13eac97307cc485c971e826acbda8be7_31) [II](#i13eac97307cc485c971e826acbda8be7_31) | | | | | |

| | | | [P](#i13eac97307cc485c971e826acbda8be7_70)[art](#i13eac97307cc485c971e826acbda8be7_70) [III](#i13eac97307cc485c971e826acbda8be7_70) | | | | | |

| | | | [P](#i13eac97307cc485c971e826acbda8be7_88)[art](#i13eac97307cc485c971e826acbda8be7_88) [IV](#i13eac97307cc485c971e826acbda8be7_88) | | | | | |

| [Signatures](#i13eac97307cc485c971e826acbda8be7_184) | | | | | | [84](#i13eac97307cc485c971e826acbda8be7_184) | | |

Identifying, assessing, and managing cybersecurity risk is integrated into our overall risk management systems and processes, and we have in place cybersecurity and data privacy training and policies designed to (a) respond to new requirements in global privacy [added: and cybersecurity] laws and (b) prevent, detect, respond to, mitigate and recover from identified and significant cybersecurity threats.

We also have a vendor risk assessment process consisting [added: of, depending on the nature and sensitivity] of the [added: supplier and data they process on our behalf, the] distribution and review of supplier questionnaires designed to help us evaluate cybersecurity risks that we may encounter when working with third parties that have access to confidential and other sensitive company information.

We take steps designed to ensure that such vendors have implemented data privacy and security controls that help mitigate the cybersecurity risks associated with these [removed: vendors.][added: vendors, depending on the nature and sensitivity of the supplier and data they process on our behalf.]

For additional information regarding obligations under leases, refer to Note [removed: 3] [added: 17] of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, which information is hereby incorporated by reference.

As of February [removed: 16, 2024,] [added: 21, 2025,] we had approximately [removed: 382] [added: 842] registered shareholders, not including those shares held in street or nominee name.

[removed: In] [added: On] August [removed: 2023,] [added: 26, 2024,] our Board of Directors approved an [removed: increase] [added: additional $50 billion] to our share repurchase [removed: program of an additional $25.0 billion,] [added: authorization,] without expiration.

[removed: During] [added: In] fiscal year [removed: 2024,] [added: 2025,] we repurchased [removed: 21] [added: 310] million shares of our common stock for [removed: $9.7] [added: $34.0] billion.

As of January [removed: 28, 2024,] [added: 26, 2025,] we were authorized, subject to certain specifications, to repurchase [removed: additional shares] [added: up to $38.7 billion] of our common [removed: stock up to $22.5 billion.][added: stock.]

The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase [removed: programs, and can be made in one or more larger repurchases,] [added: agreements] in compliance with Rule 10b-18 of the Exchange Act, subject to [removed: market conditions, applicable legal requirements, and other factors.]

[removed: Our cash dividend program and the] [added: The] payment of future cash dividends [removed: under that program are] [added: is] subject to our Board of Directors' continuing determination that the [removed: dividend program and the] declaration of dividends [removed: thereunder are] [added: is] in the best interests of our shareholders.

The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year [removed: 2024:][added: 2025:]

| Period | | | | | | Total Number of Shares Purchased (In millions) | | | | | | Average Price Paid per [removed: Share] [added: Share (1)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program (In millions) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions) | | |

From January [removed: 29, 2024 to] [added: 27, 2025 through] February [removed: 16, 2024,] [added: 21, 2025,] we repurchased [removed: 2.8] [added: 29] million shares for [removed: $1.9] [added: $3.7] billion pursuant to a [removed: Rule 10b5-1] [added: pre-established] trading plan.

We withhold [added: shares of our] common stock [removed: shares] associated with net share settlements to cover tax withholding obligations upon the vesting of RSU awards under our employee equity incentive program.

[added: During fiscal year 2025, we withheld] approximately [removed: 7] [added: 59] million shares for a total value of [removed: $2.8] [added: $6.9] billion through net share settlements.

Refer to Note [removed: 4] [added: 3] of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion regarding our equity incentive plans.

The following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the Nasdaq 100 Index for the five years ended January [removed: 28, 2024.][added: 26, 2025.]

The graph assumes that $100 was invested on January [removed: 27, 2019] [added: 26, 2020] in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index.

[removed: ][added: ]

*$100 invested on [removed: 1/27/19] [added: 1/26/2020] in stock and in indices, including reinvestment of dividends.

| | | | [removed: 1/27/2019] [added: 1/26/2020] | | | | | | [removed: 1/26/2020] [added: 1/31/2021] | | | | | | [removed: 1/31/2021] [added: 1/30/2022] | | | | | | [removed: 1/30/2022] [added: 1/29/2023] | | | | | | [removed: 1/29/2023] [added: 1/28/2024] | | | | | | [removed: 1/28/2024] [added: 1/26/2025] | | |

In May 2024, we announced a ten-for-one stock split, or the Stock Split, of our issued common stock, which was effected through the filing of an amendment to the Company's Restated Certificate of Incorporation, or the Amendment, with the Secretary of the State of Delaware.

In June 2024, the Company filed the Amendment to effect the Stock Split and proportionately increased the number of shares of the Company’s authorized common stock from 8.0 billion to 80.0 billion.

Shareholders of record at the close of market on June 6, 2024 received nine additional shares of common stock, distributed after the close of market on June 7, 2024.

All share, equity award and per share amounts presented herein have been retrospectively adjusted to reflect the Stock Split.

market conditions, applicable legal requirements, and other factors.

Our share repurchase program may be suspended at any time at our discretion.

In fiscal year 2025, we paid cash dividends to our shareholders of $834 million.

| October 28, 2024 - November 24, 2024 | | | | | | 25.4 | | | | | | $ | 142.67 | | | | | 25.4 | | | | | | $ | 42.8 | |

| November 25, 2024 - December 22, 2024 | | | | | | 10.6 | | | | | | $ | 136.86 | | | | | 10.6 | | | | | | $ | 41.4 | |

| December 23, 2024 - January 26, 2025 | | | | | | 19.3 | | | | | | $ | 139.30 | | | | | 19.3 | | | | | | $ | 38.7 | |

| Total | | | | | | 55.3 | | | | | | | | | | | | 55.3 | | | | | | | | |

(1) Average price paid per share includes broker commissions, but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022.

Recent Sales of Unregistered Securities and Use of Proceeds

On December 6, 2024, we issued a total of 94,560 shares of our common stock, valued at approximately $13.5 million based on our closing stock price on the date of issuance, to key employees of a company we acquired.

On December 29, 2024, we issued a total of 205,110 shares of our common stock, valued at approximately $28.1 million based on our closing stock price on December 27, 2024, to key employees of a company we acquired.

The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder).

| NVIDIA Corporation | | | $ | 100.00 | | | | | $ | 207.79 | | | | | $ | 365.66 | | | | | $ | 326.34 | | | | | $ | 978.42 | | | | | $ | 2,287.06 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 114.79 | | | | | $ | 138.90 | | | | | $ | 129.69 | | | | | $ | 158.39 | | | | | $ | 200.32 | |

| Nasdaq 100 | | | $ | 100.00 | | | | | $ | 142.64 | | | | | $ | 160.62 | | | | | $ | 136.37 | | | | | $ | 196.94 | | | | | $ | 248.12 | |

The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be suspended at any time at our discretion.

In fiscal year 2024, we paid $395 million in quarterly cash dividends.

| October 30, 2023 - November 26, 2023 | | | | | | 0.9 | | | | | | $ | 464.39 | | | | | 0.9 | | | | | | $ | 24.8 | |

| November 27, 2023 - December 24, 2023 | | | | | | 1.1 | | | | | | $ | 477.26 | | | | | 1.1 | | | | | | $ | 24.3 | |

| December 25, 2023 - January 28, 2024 | | | | | | 3.3 | | | | | | $ | 540.85 | | | | | 3.3 | | | | | | $ | 22.5 | |

| Total | | | | | | 5.3 | | | | | | | | | | | | 5.3 | | | | | | | | |

During fiscal year 2024, we withheld

| NVIDIA Corporation | | | $ | 100.00 | | | | | $ | 157.02 | | | | | $ | 326.26 | | | | | $ | 574.15 | | | | | $ | 512.40 | | | | | $ | 1,536.28 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 126.17 | | | | | $ | 144.83 | | | | | $ | 175.25 | | | | | $ | 163.63 | | | | | $ | 199.83 | |

| Nasdaq 100 | | | $ | 100.00 | | | | | $ | 136.15 | | | | | $ | 194.20 | | | | | $ | 218.68 | | | | | $ | 185.67 | | | | | $ | 268.13 | |

Based on their evaluation as of January [removed: 28, 2024,] [added: 26, 2025,] our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable [removed: assurance.][added: assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.]

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January [removed: 28, 2024] [added: 26, 2025] based on the criteria set forth in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the criteria set forth in *Internal Control — Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of January [removed: 28, 2024.][added: 26, 2025.]

The effectiveness of our internal control over financial reporting as of January [removed: 28, 2024] [added: 26, 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included herein.

There have been no changes in our internal control over financial reporting during the quarter ended January [removed: 28, 2024] [added: 26, 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In fiscal year 2022, we began an upgrade of our [removed: enterprise resource planning, or ERP,] [added: ERP] system, which will update much of our [added: existing core financial systems.]

existing core financial systems.

The following members of our Board of Directors and/or officers adopted, modified or terminated a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a Rule 10b5-1 Trading Arrangement:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Title of Director or Officer | | | | | | Action | | | | | | Date | | | | | | Total Shares of Common Stock to be Sold | | | | | | Expiration Date | | |

| Aarti Shah | | | | | | Director | | | | | | Termination | | | | | | November 25, 2024 | | | | | | 29,000* | | | | | | N/A | | |

| Aarti Shah | | | | | | Director | | | | | | Adoption | | | | | | November 25, 2024 | | | | | | 39,000 | | | | | | March 31, 2026 | | |

| John O. Dabiri | | | | | | Director | | | | | | Adoption | | | | | | December 9, 2024 | | | | | | 3,396 | | | | | | December 2, 2025 | | |

*The Rule 10b5-1 Trading Arrangement was adopted on September 27, 2024 for sales through March 31, 2026.

No shares were sold under the plan prior to termination.

Estimated assuming our closing stock price as of January 24, 2025.

On December 18, 2023, John O.

Dabiri, a member of our Board of Directors, adopted a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale through December 2, 2024 of an estimated 553 shares of our common stock, assuming our closing stock price as of January 26, 2024.

Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or the [removed: 2024] [added: 2025] Proxy Statement, no later than 120 days after the end of fiscal year [removed: 2024,] [added: 2025,] and certain information included therein is incorporated herein by reference.

Information regarding directors required by this item will be contained in our [removed: 2024] [added: 2025] Proxy Statement under the caption “Proposal 1 [removed: -] [added: —] Election of Directors,” and is hereby incorporated by reference.

Information regarding our Audit Committee required by this item will be contained in our [removed: 2024] [added: 2025] Proxy Statement under the captions “Report of the Audit Committee of the Board of Directors” and “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.

Information regarding procedures for recommending directors required by this item will be contained in our [removed: 2024] [added: 2025] Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.

Information regarding [removed: compliance with Section 16(a)] [added: our Code] of [removed: the Exchange Act] [added: Conduct] required by this item will be contained in our [removed: 2024] [added: 2025] Proxy Statement under the caption [removed: “Delinquent Section 16(a) Reports,”] [added: “Information About the Board of Directors] and [added: Corporate Governance — Code of Conduct,” and] is hereby incorporated by reference.

[removed: Information regarding our Code of Conduct] [added: The information] required by [removed: this item will be] [added: Item 408(b) of Regulation S-K is incorporated by reference from the information] contained in our [removed: 2024] [added: 2025] Proxy Statement under the [removed: caption] [added: heading] “Information About the Board of Directors and Corporate [removed: Governance - Code of Conduct,” and is hereby incorporated by reference.][added: Governance.”]

Insider Trading Policy

Delinquent Section 16(a) Reports

Information regarding our executive compensation required by this item will be contained in our [removed: 2024] [added: 2025] Proxy Statement under the captions “Executive [removed: Compensation”,] [added: Compensation,”] “Compensation Committee Interlocks and Insider [removed: Participation”,] [added: Participation,”] “Director [removed: Compensation”] [added: Compensation,”] and “Compensation Committee Report,” and is hereby incorporated by reference.

Information regarding ownership of NVIDIA securities required by this item will be contained in our [removed: 2024] [added: 2025] Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management,” and is hereby incorporated by reference.

Information regarding our equity compensation plans required by this item will be contained in our [removed: 2024] [added: 2025] Proxy Statement under the caption "Equity Compensation Plan Information," and is hereby incorporated by reference.

Information regarding related transactions and director independence required by this item will be contained in our [removed: 2024] [added: 2025] Proxy Statement under the captions “Review of Transactions with Related Persons” and “Information About the Board of Directors and Corporate Governance [removed: -] [added: —] Independence of the Members of the Board of Directors,” and is hereby incorporated by reference.

Information regarding accounting fees and services required by this item will be contained in our [removed: 2024] [added: 2025] Proxy Statement under the caption “Fees Billed by the Independent Registered Public Accounting Firm,” and is hereby incorporated by reference.

| | | | | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i13eac97307cc485c971e826acbda8be7_94)] [added: Firm](#if3830601512b46079053ec0daaf407ac_100)] (PCAOB ID: 238) | | | [removed: [48](#i13eac97307cc485c971e826acbda8be7_94)] [added: [50](#if3830601512b46079053ec0daaf407ac_100)] | | |

| | | | | | | | | | [Consolidated Statements of Income for the years ended January [added: 26, 2025, January] 28, 2024, [removed: January 29, 2023,] and January [removed: 30, 2022](#i13eac97307cc485c971e826acbda8be7_97)] [added: 29, 2023](#if3830601512b46079053ec0daaf407ac_103)] | | | [removed: [50](#i13eac97307cc485c971e826acbda8be7_97)] [added: [52](#if3830601512b46079053ec0daaf407ac_103)] | | |

| | | | | | | | | | [Consolidated Statements of Comprehensive Income for the years ended January [added: 26, 2025, January] 28, 2024, [removed: January 29, 2023,] and January [removed: 30, 2022](#i13eac97307cc485c971e826acbda8be7_100)] [added: 29, 2023](#if3830601512b46079053ec0daaf407ac_106)] | | | [removed: [51](#i13eac97307cc485c971e826acbda8be7_100)] [added: [53](#if3830601512b46079053ec0daaf407ac_106)] | | |

| | | | | | | | | | [Consolidated Balance Sheets as [removed: of](#i13eac97307cc485c971e826acbda8be7_103)] [added: of](#if3830601512b46079053ec0daaf407ac_109)] [January [removed: 28, 2024] [added: 26, 2025] and January [removed: 29, 2023](#i13eac97307cc485c971e826acbda8be7_97)] [added: 28, 2024](#if3830601512b46079053ec0daaf407ac_103)] | | | [removed: [52](#i13eac97307cc485c971e826acbda8be7_103)] [added: [54](#if3830601512b46079053ec0daaf407ac_109)] | | |

| | | | | | | | | | [Consolidated Statements of Shareholders’ Equity for the years [removed: ended](#i13eac97307cc485c971e826acbda8be7_109) [January] [added: ended January 26, 2025, January] 28, 2024, [removed: January 29, 2023,] and January [removed: 30, 2022](#i13eac97307cc485c971e826acbda8be7_97)] [added: 29, 2023](#if3830601512b46079053ec0daaf407ac_115)] | | | [removed: [53](#i13eac97307cc485c971e826acbda8be7_109)] [added: [55](#if3830601512b46079053ec0daaf407ac_115)] | | |

| | | | | | | | | | [Consolidated Statements of Cash Flows for the years [removed: ended](#i13eac97307cc485c971e826acbda8be7_115) [January] [added: ended January 26, 2025, January] 28, 2024, [removed: January 29, 2023,] and January [removed: 30, 2022](#i13eac97307cc485c971e826acbda8be7_97)] [added: 29, 2023](#if3830601512b46079053ec0daaf407ac_121)] | | | [removed: [54](#i13eac97307cc485c971e826acbda8be7_115)] [added: [56](#if3830601512b46079053ec0daaf407ac_121)] | | |

| | | | | | | | | | [Notes to the Consolidated Financial [removed: Statements](#i13eac97307cc485c971e826acbda8be7_118)] [added: Statements](#if3830601512b46079053ec0daaf407ac_124)] | | | [removed: [55](#i13eac97307cc485c971e826acbda8be7_118)] [added: [57](#if3830601512b46079053ec0daaf407ac_124)] | | |

| | | | | | | | | | [Schedule II Valuation and Qualifying Accounts for the years [removed: ended](#i13eac97307cc485c971e826acbda8be7_175) [January] [added: ended January 26, 2025, January] 28, 2024, [removed: January 29, 2023,] and January [removed: 30, 2022](#i13eac97307cc485c971e826acbda8be7_97)] [added: 29, 2023](#if3830601512b46079053ec0daaf407ac_181)] | | | [removed: [81](#i13eac97307cc485c971e826acbda8be7_175)] [added: [82](#if3830601512b46079053ec0daaf407ac_181)] | | |

| | | | | | | | | | [The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this Annual Report on Form [removed: 10-K.](#i13eac97307cc485c971e826acbda8be7_178)] [added: 10-K.](#if3830601512b46079053ec0daaf407ac_184)] | | | [removed: [82](#i13eac97307cc485c971e826acbda8be7_178)] [added: [83](#if3830601512b46079053ec0daaf407ac_184)] | | |

We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the “Company”) as of January [removed: 28, 2024] [added: 26, 2025] and January [removed: 29, 2023,] [added: 28, 2024,] and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January [removed: 28, 2024,] [added: 26, 2025,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of January [removed: 28, 2024,] [added: 26, 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January [removed: 28, 2024] [added: 26, 2025] and January [removed: 29, 2023,] [added: 28, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 28, 2024] [added: 26, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 28, 2024,] [added: 26, 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Notes 1, [removed: 10] [added: 9] and [removed: 13] [added: 12] to the consolidated financial statements, the Company charges cost of sales for inventory provisions to write-down inventory for excess or obsolete inventory and for excess product purchase commitments.

As of January [removed: 28, 2024,] [added: 26, 2025,] the Company’s consolidated inventories balance was [removed: $5.3] [added: $10.1] billion and the Company’s consolidated outstanding inventory purchase and long-term supply and capacity obligations balance was [removed: $16.1] [added: $30.8] billion, of which a significant portion relates to inventory purchase obligations.

| | | | Jan [removed: 28, 2024] [added: 26, 2025] | | | | | | Jan [removed: 29, 2023] [added: 28, 2024] | | | | | | Jan [removed: 30, 2022] [added: 29, 2023] | | |

| Revenue | | | $ | [removed: 60,922] [added: 130,497] | | | | | $ | [removed: 26,974] [added: 60,922] | | | | | $ | [removed: 26,914] [added: 26,974] | |

| Cost of revenue | | | [removed: 16,621] [added: 32,639] | | | | | | [removed: 11,618] [added: 16,621] | | | | | | [removed: 9,439] [added: 11,618] | | |

| Gross profit | | | [removed: 44,301] [added: 97,858] | | | | | | [removed: 15,356] [added: 44,301] | | | | | | [removed: 17,475] [added: 15,356] | | |

| Research and development | | | [removed: 8,675] [added: 12,914] | | | | | | [removed: 7,339] [added: 8,675] | | | | | | [removed: 5,268] [added: 7,339] | | |

| Sales, general and administrative | | | [removed: 2,654] [added: 3,491] | | | | | | [removed: 2,440] [added: 2,654] | | | | | | [removed: 2,166] [added: 2,440] | | |

| Acquisition termination cost | | | — | | | | | | [removed: 1,353] [added: —] | | | | | | [removed: —] [added: 1,353] | | |

| Total operating expenses | | | [removed: 11,329] [added: 16,405] | | | | | | [removed: 11,132] [added: 11,329] | | | | | | [removed: 7,434] [added: 11,132] | | |

| Operating income | | | [removed: 32,972] [added: 81,453] | | | | | | [removed: 4,224] [added: 32,972] | | | | | | [removed: 10,041] [added: 4,224] | | |

| Interest income | | | [removed: 866] [added: 1,786] | | | | | | [removed: 267] [added: 866] | | | | | | [removed: 29] [added: 267] | | |

| Interest expense | | | [removed: (257)] [added: (247)] | | | | | | [removed: (262)] [added: (257)] | | | | | | [removed: (236)] [added: (262)] | | |

| Other, net | | | [removed: 237] [added: 1,034] | | | | | | [removed: (48)] [added: 237] | | | | | | [removed: 107] [added: (48)] | | |

| Other income (expense), net | | | [removed: 846] [added: 2,573] | | | | | | [removed: (43)] [added: 846] | | | | | | [removed: (100)] [added: (43)] | | |

| Income before income tax | | | [removed: 33,818] [added: 84,026] | | | | | | [removed: 4,181] [added: 33,818] | | | | | | [removed: 9,941] [added: 4,181] | | |

| Income tax expense (benefit) | | | [removed: 4,058] [added: 11,146] | | | | | | [removed: (187)] [added: 4,058] | | | | | | [removed: 189] [added: (187)] | | |

| Net income | | | $ | [removed: 29,760] [added: 72,880] | | | | | $ | [removed: 4,368] [added: 29,760] | | | | | $ | [removed: 9,752] [added: 4,368] | |

| Net change in unrealized gain (loss) | | | [removed: 80] [added: 1] | | | | | | [removed: (31)] [added: 80] | | | | | | [removed: (16)] [added: (31)] | | |

| Reclassification adjustments for net realized gain included in net income | | | — | | | | | | [removed: 1] [added: —] | | | | | | [removed: —] [added: 1] | | |

| Net change in unrealized gain (loss) | | | [removed: 80] [added: 1] | | | | | | [removed: (30)] [added: 80] | | | | | | [removed: (16)] [added: (30)] | | |

| Net change in unrealized gain [removed: (loss)] | | | [removed: 38] [added: 21] | | | | | | [removed: 47] [added: 38] | | | | | | [removed: (43)] [added: 47] | | |

| Reclassification adjustments for net realized [removed: gain (loss)] [added: loss] included in net income | | | [removed: (48)] [added: (21)] | | | | | | [removed: (49)] [added: (48)] | | | | | | [removed: 29] [added: (49)] | | |

| Net change in unrealized loss | | | [removed: (10)] [added: —] | | | | | | [removed: (2)] [added: (10)] | | | | | | [removed: (14)] [added: (2)] | | |

| Other comprehensive income (loss), net of tax | | | [removed: 70] [added: 1] | | | | | | [removed: (32)] [added: 70] | | | | | | [removed: (30)] [added: (32)] | | |

| Total comprehensive income | | | $ | [removed: 29,830] [added: 72,881] | | | | | $ | [removed: 4,336] [added: 29,830] | | | | | $ | [removed: 9,722] [added: 4,336] | |

| | | | Jan [added: 26, 2025 | | | | | | Jan] 28, 2024 | | | | | | Jan 29, 2023 | | |

February 26, 2025

| Basic | | | $ | 2.97 | | | | | $ | 1.21 | | | | | $ | 0.18 | |

| Diluted | | | $ | 2.94 | | | | | $ | 1.19 | | | | | $ | 0.17 | |

| Basic | | | 24,555 | | | | | | 24,690 | | | | | | 24,870 | | |

| Diluted | | | 24,804 | | | | | | 24,940 | | | | | | 25,070 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 72,880 | | | | | | 72,880 | | |

| Shares repurchased | | | (310) | | | | | | (1) | | | | | | (189) | | | | | | — | | | | | | (33,825) | | | | | | (34,015) | | |

| Balances as of Jan 26, 2025 | | | 24,477 | | | | | | $ | 24 | | | | | $ | 11,237 | | | | | $ | 28 | | | | | $ | 68,038 | | | | | $ | 79,327 | |

| Net income | | | $ | 72,880 | | | | | $ | 29,760 | | | | | $ | 4,368 | |

| (Gains) losses on non-marketable equity securities and publicly-held equity securities, net | | | (1,030) | | | | | | (238) | | | | | | 45 | | |

| Proceeds from sales of non-marketable equity securities | | | 171 | | | | | | 1 | | | | | | 8 | | |

| Purchases of non-marketable equity securities | | | (1,486) | | | | | | (862) | | | | | | (85) | | |

Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation.

In June 2024, we executed a ten-for-one stock split of our common stock.

All share, equity award, and per share amounts and related shareholders' equity balances presented herein have been retroactively adjusted to reflect the Stock Split.

Payment from customers, per our standard payment terms, is generally due shortly after delivery of products, availability of software licenses or commencement of services.

[Table of Contents](#if3830601512b46079053ec0daaf407ac_7)

Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical forfeitures.

If information becomes available that causes us to determine that a loss in any of our pending litigation,

[Table of Contents](#if3830601512b46079053ec0daaf407ac_7)

If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss.

[Table of Contents](#if3830601512b46079053ec0daaf407ac_7)

[Table of Contents](#if3830601512b46079053ec0daaf407ac_7)

Non-Marketable Equity Securities

[Table of Contents](#if3830601512b46079053ec0daaf407ac_7)

Recently Adopted Accounting Pronouncement

We adopted this standard in our fiscal year 2025 annual report.

Refer to Note 16 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further information.

We do not expect the adoption of this standard to have a material impact on our Consolidated Financial Statements other than additional disclosures.

In November 2024, the FASB issued a new accounting standard requiring disclosures of certain additional expense information on an annual and interim basis, including, among other items, the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each income statement expense caption, as applicable.

We expect to adopt this standard in our fiscal year 2028 annual report.

We do not expect the adoption of this standard to have a material impact on our Consolidated Financial Statements other than additional disclosures.

[Table of Contents](#if3830601512b46079053ec0daaf407ac_7)

| Dividend yield | | | 0.03% | | | | | | 0.06% | | | | | | 0.09% | | |

Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical forfeitures.

We grant RSUs, PSUs and market-based PSUs under the 2007 Plan.

[Table of Contents](#if3830601512b46079053ec0daaf407ac_7)

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.

Starting in March 2025, employees may have up to 25% of their earnings withheld to purchase shares of common stock.

February 21, 2024

NVIDIA Corporation and Subsidiaries

| | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 12.05 | | | | | $ | 1.76 | | | | | $ | 3.91 | |

| Diluted | | | $ | 11.93 | | | | | $ | 1.74 | | | | | $ | 3.85 | |

| Basic | | | 2,469 | | | | | | 2,487 | | | | | | 2,496 | | |

| Diluted | | | 2,494 | | | | | | 2,507 | | | | | | 2,535 | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances, Jan 31, 2021 | | | 2,479 | | | | | | $ | 3 | | | | | $ | 8,719 | | | | | $ | (10,756) | | | | | $ | 19 | | | | | $ | 18,908 | | | | | $ | 16,893 | |

| Fair value of partially vested equity awards assumed in connection with acquisitions | | | — | | | | | | — | | | | | | 18 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18 | | |

| Retirement of Treasury Stock | | | — | | | | | | — | | | | | | (20) | | | | | | 12,046 | | | | | | — | | | | | | (12,026) | | | | | | — | | |

| (Gains) losses on investments in non-affiliated entities, net | | | (238) | | | | | | 45 | | | | | | (100) | | |

| Investments in non-affiliated entities and other, net | | | (985) | | | | | | (77) | | | | | | (24) | | |

| Issuance of debt, net of issuance costs | | | — | | | | | | — | | | | | | 4,977 | | |

Notes to the Consolidated Financial Statements

In February 2023, we assessed the useful lives of our property, plant, and equipment.

Based on advances in technology and usage rate, we increased the estimated useful life of most of our server, storage, and network equipment from three to four or five years, and our assembly and test equipment from five to seven years.

The effect of this change for the fiscal year ended January 28, 2024 was a benefit of $33 million and $102 million for cost of revenue and operating expenses, respectively, which resulted in an increase in operating income of $135 million and net income of $114 million after tax, or $0.05 per both basic and diluted share.

(Continued)

If a contract contains a single performance obligation, no allocation is required.

Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates.

Forfeitures are estimated based on historical experience.

or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments.

Marketable securities are comprised of available-for-sale securities that are reported at fair value with the related unrealized gains or losses included in accumulated other comprehensive income or loss, a component of shareholders’ equity, net of tax.

We combine the lease and non-lease components in determining the operating lease assets and liabilities.

Investments in Non-Affiliated Entities

Our investment in non-affiliates consists of marketable equity securities, which are publicly traded, and non-marketable equity securities, which are investments in privately held companies.

The standard is effective for our annual reporting for fiscal year 2025 and for interim period reporting starting in fiscal year 2026 retrospectively.

We are currently evaluating the impact of this standard on our Consolidated Financial Statements.

The amendments in the standard are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and should be applied prospectively, with retrospective application permitted.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 2025 | | | $ | 290 | |

| 2026 | | | 270 | | |

| 2027 | | | 253 | | |

| Total | | | 1,539 | | |

In addition, we have operating leases, primarily for our data centers, that are expected to commence within fiscal year 2025 with lease terms of 1 to 10 years for $1.1 billion.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 21, 2024.][added: 26, 2025.]

| /s/ JEN-HSUN HUANG | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ COLETTE M. KRESS | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ DONALD ROBERTSON | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ ROBERT [added: K.] BURGESS | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| Robert [added: K.] Burgess | | | | | | | | |

| /s/ TENCH COXE | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ JOHN O. DABIRI | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ PERSIS [added: S.] DRELL | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| Persis [added: S.] Drell | | | | | | | | |

| /s/ DAWN HUDSON | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ HARVEY C. JONES | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ MELISSA B. LORA | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ STEPHEN C. NEAL | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ MARK [removed: L. PERRY] [added: A. STEVENS] | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ A. BROOKE SEAWELL | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| /s/ AARTI SHAH | | | Director | | | February [removed: 21, 2024] [added: 26, 2025] | | |

| [removed: /s/ MARK STEVENS] [added: Mark A. Stevens] | | | [removed: Director] | | | [removed: February 21, 2024] | | |

| /s/ ELLEN OCHOA | | | Director | | | February 26, 2025 | | |

| Ellen Ochoa | | | | | | | | |

| /s/ MICHAEL MCCAFFERY | | | Director | | | February 21, 2024 | | |

| Michael McCaffery | | | | | | | | |

| Mark L. Perry | | | | | | | | |

| Mark Stevens | | | | | | | | |