NVIDIA (NVDA) 10-K risk factor changes: FY2026 vs FY2025

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

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

- Product, system security and data [removed: breaches and] [added: protection incidents or breaches, as well as] cyber-attacks could disrupt our operations and adversely affect our financial condition, stock price and reputation.

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

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

- develop or [removed: acquire] [added: secure access to] new products and technologies through investments in research and development;

We [removed: have partnered with CSPs to host such software and services in their data centers, and we] entered [removed: and may continue to enter] into multi-year cloud service agreements to support [removed: these offerings and] our research and development activities.

The timing and availability of these cloud services have changed and may continue to shift, impacting our revenue, expenses, and development [removed: timelines.][added: timelines, and these arrangements may not deliver anticipated benefits.]

These [removed: new] business models or strategies may not be successful, and we may fail to sell any meaningful standalone software or services.

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 [added: wins, and greater financial, sales, marketing and distribution resources than we do.]

These competitors may be able to acquire market share and/or prevent us from doing so, more effectively identify and capitalize upon opportunities in new markets and end-user trends, more quickly transition their products, and impinge on our ability to procure sufficient [removed: foundry capacity and scarce input materials during a supply-constrained environment, which could harm our business.]

If we are unable to successfully compete in this environment, demand for our products, services and technologies could [removed: decrease and we] [added: decrease, which] may [removed: not establish meaningful revenue.][added: negatively impact our business.]

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

[removed: These impacts] [added: The impact of these risks] would be amplified by our non-cancellable and non-returnable purchase orders placed in advance of our historical lead times and could be exacerbated if we need to make changes to the design of future products.

[removed: The risk of these impacts has] [added: These risks have] increased and may continue to increase as our purchase obligations and prepaids have grown and are expected to continue to grow and become a greater portion of our total supply.

- the availability of third-party content on our platforms, such as GeForce [removed: NOW;][added: NOW.]

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

[removed: In addition, geopolitical tensions, such as those involving Taiwan and China, which comprise a significant portion of our revenue and] [added: Geopolitical tensions in regions] where we [removed: have] [added: rely on] suppliers, contract manufacturers, and assembly partners [removed: who] [added: that] are critical to our supply continuity, could have a material adverse impact on us.

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

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

Because our products may be used in multiple use cases and applications, it is difficult to estimate with any reasonable degree of precision the impact of [removed: generative] [added: accelerated computing and] AI models on our reported revenue or forecasted demand.

The use of our GPUs for new, mercurial, or trendy applications, has impacted and can impact in the [removed: future] [added: future,] demand for our products, including by leading to inconsistent spikes and drops in demand.

It is difficult for us to estimate with any reasonable degree of precision the past or current impact of cryptocurrency mining, or forecast the future impact of [added: cryptocurrency mining, on demand for our products.]

- lack of guaranteed supply of [removed: wafer, component] [added: components] and capacity;

[removed: Any such defect] [added: Such defects have in the past had an adverse effect on our cost and supply of components and finished goods and] may [added: in the future] cause us to incur significant warranty, support, and repair or replacement costs as part of a product recall or otherwise, write-off the value of related inventory, and divert the attention of our engineering and management personnel from our product development efforts to find and correct the issue.

- reduced profitability of customers, which may cause them to scale back operations, exit businesses, file for bankruptcy protection and potentially cease operations, or lead to mergers, consolidations or strategic alliances among other companies, which could adversely affect our ability to compete effectively; [removed: and]

- increased credit and collectability risks, higher borrowing costs or reduced availability of capital markets, reduced liquidity, adverse impacts on our customers and [removed: suppliers, failures of counterparties, including financial institutions and insurers, asset impairments,] [added: suppliers;] and [removed: declines in the value of our financial instruments.]

Additionally, we maintain [removed: an investment] [added: a] portfolio of [added: liquid investments for cash management purposes, including] various holdings, types, and maturities.

Our semiconductor wafers are manufactured, assembled, tested and packaged by third parties located outside of the United States, and we generated [removed: 53%] [added: 31%] of our revenue in fiscal year [removed: 2025] [added: 2026] from sales outside the United States.

[removed: Due to geopolitical conflicts] and during times of war or other major conflicts, we and the third parties we rely upon may be subject to a heightened risk of cyber-attacks that could materially disrupt our ability to provide services and products.

Furthermore, we rely on products and services provided by third-party suppliers to operate certain critical business systems, including without limitation, cloud-based infrastructure, encryption and authentication technology, employee email and other functions, which exposes us to [added: supply-chain attacks or other business disruptions.]

Factors that have caused and/or could in the future cause disruptions to our worldwide operations include: natural disasters, extreme weather conditions, power or water shortages, critical infrastructure failures, telecommunications failures, supplier disruptions, terrorist attacks, acts of violence, political and/or civil unrest, acts of war or other military [removed: actions, epidemics or pandemics, abrupt regulatory changes, and other natural or man-made disasters and catastrophic events.]

Political instability, changes in government or adverse political developments in or around any of the major countries in which we do business may harm our business, financial [removed: condition] [added: condition,] and results of operations.

Worldwide geopolitical tensions and conflicts, including but not limited to China, Hong Kong, Israel, Korea and Taiwan where the manufacture of our product components and final assembly of our products are concentrated may result in changing regulatory requirements, and other disruptions that could impact our operations and operating strategies, product [added: demand, access to global markets, hiring, and profitability.]

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: 4,700] [added: 6,000] employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products.

[removed: Some] [added: We have experienced periods where some] of our employees in the region have been on active military duty for an extended [removed: period and may continue to be absent,] [added: period,] which [removed: may cause] [added: caused limited] disruption to our product development or operations.

Our business and those of our suppliers and customers [removed: may also be] [added: is] subject to [removed: climate-related] [added: sustainability-related] laws, regulations and lawsuits.

In addition, to the extent that our perceived ability to consummate acquisitions [removed: has been] [added: is] harmed, future acquisitions may be more difficult, complex or expensive.

[removed: In addition, we have invested and] [added: We] may continue to invest in [removed: private] companies to further our strategic objectives and to support certain key business [removed: initiatives.][added: initiatives, which could be subject to delays and challenges in obtaining regulatory approvals.]

[removed: These] [added: Our investments in private] companies [removed: can] include early-stage companies still defining their strategic direction.

- Commercial arrangements expose us to counterparty risks, which may negatively impact our business, financial condition, or results of operations.

We have entered into an intellectual property license arrangement with Groq, Inc., or Groq, that required significant, nonrefundable payments.

Successfully incorporating the licensed technology into our architectures and product roadmaps requires significant engineering effort and may not occur on expected timelines or at all.

The licensed technology may not achieve the desired results as designed or achieve customer or ecosystem adoption.

The economic outcomes of this arrangement depend on our ability to translate the licensed technology into commercially viable products and services over time, and we may be unable to recover the associated costs or realize an adequate return on this spend.

If our efforts to use the licensed technology are delayed or unsuccessful, our business, operating results, and financial condition could be negatively impacted.

foundry capacity and scarce input materials during a supply-constrained environment, which could harm our business.

- our customers’ and partners’ ability to secure capital and energy and to build complex datacenter infrastructure timely; and

The availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers and partners is crucial, and any shortage of these and other necessary resources could impact our future revenue and financial performance.

Expanding energy capacity to meet demand is a complex, multi-year process involving significant regulatory, technical, and construction challenges.

In addition, access to capital can be particularly constrained for less-capitalized companies, which may face difficulties securing financing for large-scale infrastructure projects.

These limitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI adoption.

Publicly announced intentions by governments or other companies to purchase our products can further complicate our demand estimates, as such announcements are often non-binding and may not result in committed volumes.

We expect supply constraints to be a headwind to Gaming in the first quarter of fiscal year 2027 and beyond.

We are increasing our U.S.-based manufacturing and investing in specialized equipment and processes to support domestic production.

We may experience delays or difficulties in scaling production as planned.

Our ability to increase manufacturing capabilities will depend on the domestic manufacturing ecosystem's capacity to ramp production supply to the required volume timely.

Delays or shortfalls could impact our ability to meet demand.

Customers may delay adopting new architectures if their data center infrastructure is not ready, which could affect the timing of our revenue.

products as fast as forecasted, both impacting the timing of our revenue and supply chain cost.

- failures of counterparties, including financial institutions and insurers, asset impairments, and declines in the value of our financial instruments.

Due to geopolitical conflicts

actions, epidemics or pandemics, abrupt regulatory changes, and other natural or man-made disasters and catastrophic events.

Our investments in companies could create volatility and fluctuations in our results.

These investments may generate realized and unrealized gains or losses and we could realize losses up to the value of the investments.

We have invested and may continue to invest in our ecosystem.

Many of these companies may not achieve profitability in the near term, or at all, and there is no guarantee that we will realize a return on our investment.

We are finalizing an investment and partnership agreement with OpenAI.

There is no assurance that we will enter into an investment and partnership agreement with OpenAI or that a transaction will be completed.

We generate a significant amount of our revenue from a limited number of indirect customers, and we estimate some individually representing 10% or more of our revenue.

Commercial arrangements expose us to counterparty risks.

We have entered and may in the future enter into commercial arrangements, including long-term capacity purchase obligations and financial guarantees, and have been asked to offer financing arrangements to support our customers’ and partners’ buildout of datacenter infrastructure.

We have not entered into any financing arrangements.

Commercial arrangements expose us to counterparty risk, including customers' or partners' inability to fulfill their financial commitments and secure necessary financing or infrastructure, the occurrence of significant project delays, and counterparty financial distress or insolvency, all of which may negatively impact our business, financial condition, or results of operations.

Financing arrangements, if undertaken, may in some circumstances result in lower upfront cash flows associated with extended payment terms or payment terms made over a multi-year term and may increase credit risk.

For example,

and financial results.

On September 15, 2025, China’s antitrust regulators published their preliminary finding that our compliance with applicable U.S. export controls, which required us to offer degraded products to the Chinese market, discriminated unfairly against customers in the China market and therefore violated the terms of China’s approval of our Mellanox acquisition.

In April 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 countries, or to companies headquartered or with an ultimate parent therein, of our H20 integrated circuits and any other circuits achieving the H20’s memory bandwidth, interconnect bandwidth, or combination thereof.

As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess inventory and purchase obligations, as the demand for H20 products diminished.

*price to decline.

We offer enterprise customers NVIDIA DGX Cloud services, which include cloud-based infrastructure, software and services for training and deploying AI models.

NVIDIA DGX Cloud services may not be successful and will take time, resources, and investment.

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

- our customers' ability to invest in AI infrastructure.

cryptocurrency mining, on demand for our products.

For example, in fiscal year 2023, a defect was identified in a third-party component embedded in certain Data Center products.

This defect has had, and other defects may in the future have, an adverse effect on our cost and supply of components and finished goods.

These costs could be significant in future periods.

We recorded a net warranty liability during fiscal year 2023 primarily in connection with this defect.

While we believe we have accurately recorded for warranty obligations, we may need to record additional amounts in the future if our estimate proves to be incorrect.

supply-chain attacks or other business disruptions.

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

Further, our investments in publicly traded companies could create volatility in our results and may generate losses up to the value of the investment.

With

For fiscal year 2025, an indirect customer which primarily purchases our products through system integrators and distributors, including through Customer B, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.

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.

The licensing requirements also apply to any future NVIDIA integrated circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circuits.

There are also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in China.

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

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.

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.

The AI Diffusion IFR would confer special benefits on select “Universal Verified End Users”, or UVEU, and lesser benefits on “National Verified End Users”, or NVEU.

The AI Diffusion IFR would have numerous effects that may negatively impact our long-term financial results and competitive position, including but not limited to the following.

The AI Diffusion IFR would reduce the market for U.S.-designed and manufactured computing products and services, by expressly limiting exports, reexports, and transfers of covered products to Tier 2 countries and companies in Tier 1 countries that are either headquartered in Tier 2, or have an ultimate parent headquartered in a Tier 2 country.

These restrictions would apply to all covered products, including products sold years ago.

The AI Diffusion IFR would limit access to the market for IT services and computing infrastructure, by favoring a select number of government-approved firms that achieve UVEU status.

UVEUs may choose to favor their own accelerators, platforms, and systems, rather than selecting products based on merit.

The AI Diffusion IFR would encourage our customers to invest in alternatives that are not affected by USG regulations, including foreign competition.

The AI Diffusion IFR would increase our and our customers’ costs of doing business, creating compliance challenges and risks, and impact our supply and distribution chains, which will be subject to new compliance burdens and related extraterritorial regulatory obligations.

The AI Diffusion IFR would expose U.S. providers and the U.S. industry to an enhanced risk of retaliation from other countries, in the form of tariffs, import/export controls, or other regulatory actions.

The AI Diffusion IFR’s licensing requirement could impact our ability to complete development of products in a timely manner, support existing customers using covered products, or supply customers with covered products outside the impacted regions, and may require us to transition certain operations out of one or more of the identified countries.

Following these 2022 export controls, we transitioned some operations, including certain testing, validation, and supply and distribution operations out of China and Hong Kong.

Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distribution operations, as well as our revenue, during any such transition period.

We 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.

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 scientific computing, AI, data science, [removed: AV,] [added: autonomous vehicles,] robotics, and digital twin applications.

Revenue growth in fiscal year [removed: 2025] [added: 2026] was driven by data center compute and networking platforms for accelerated computing and AI solutions.

Risk Factors – Risks Related to Regulatory, Legal, Our Stock and Other Matters” for a [added: further] discussion of [removed: this] [added: the] potential [removed: impact.][added: impact of these factors on our business.]

Macroeconomic factors, including [added: tariffs,] inflation, interest rate changes, capital market volatility, global supply chain constraints, [removed: tariffs,] and global economic and geopolitical developments, [removed: 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 impact our supply chain and manufacturing costs, employee wages, costs for capital [removed: equipment and] [added: equipment, the] value of our [removed: investments.][added: investments, revenue and competitive position.]

Fiscal Year [removed: 2025] [added: 2026] Summary

| | | | Jan [removed: 26, 2025] [added: 25, 2026] | | | | | | Jan [removed: 28, 2024] [added: 26, 2025] | | | | | | Change | | |

| Gross margin | | | [removed: 75.0] [added: 71.1] | | % | | | | [removed: 72.7] [added: 75.0] | | % | | | | [removed: Up 2.3] [added: \-3.9] pts | | |

| Operating expenses | | | $ | [removed: 16,405] [added: 23,076] | | | | | $ | [removed: 11,329] [added: 16,405] | | | | | Up [removed: 45%] [added: 41%] | | |

| Net income per diluted share | | | $ | [removed: 2.94] [added: 4.90] | | | | | $ | [removed: 1.19] [added: 2.94] | | | | | Up [removed: 147%] [added: 67%] | | |

Revenue for fiscal year [removed: 2025] [added: 2026] was [removed: $130.5] [added: $215.9] billion, up [removed: 114%] [added: 65%] from a year ago.

Data Center revenue for fiscal year [removed: 2025] [added: 2026] was up [removed: 142%] [added: 68%] from a year ago.

Gaming revenue for fiscal year [removed: 2025] [added: 2026] was up [removed: 9%] [added: 41%] from a year ago, driven by [removed: sales of our GeForce RTX 40 Series GPUs.][added: strong Blackwell demand.]

Automotive revenue for fiscal year [removed: 2025] [added: 2026] was up [removed: 55%] [added: 39%] from a year ago, driven by [removed: sales] [added: continued adoption] of our self-driving platforms.

Operating expenses for fiscal year [removed: 2025] [added: 2026] were up [removed: 45%] [added: 41%] from a year ago, driven by higher compensation and benefits expenses due to employee growth and [removed: compensation increases, and engineering development,] compute and infrastructure [removed: costs for new product introductions.][added: costs.]

We have critical accounting estimates in the areas of inventories, income taxes, [added: non-marketable equity securities,] 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 [added: commitments compared to assumptions about future demand and market conditions, which requires management judgment.]

The net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of [removed: 2.3%] [added: 2.6%] in fiscal year [removed: 2025] [added: 2026] and [removed: 2.7%] [added: 2.3%] in fiscal year [removed: 2024.][added: 2025.]

Certain customer programs include distributor price incentives or other channel programs for specific products and customer classes which require [removed: judgement] [added: judgment] as to whether the applicable incentives will be attained.

[removed: Judgement] [added: Judgment] is required in determining whether each performance obligation within a customer contract is distinct.

In [removed: certain] [added: most] cases, we can establish standalone selling price based on directly observable prices of products or services sold separately in comparable circumstances to similar customers.

A discussion regarding our financial condition and results of operations for fiscal year [removed: 2025] [added: 2026] compared to fiscal year [removed: 2024] [added: 2025] is presented below.

A discussion regarding our financial condition and results of operations for fiscal year [removed: 2024] [added: 2025] compared to fiscal year [removed: 2023] [added: 2024] can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended January [removed: 28, 2024,] [added: 26, 2025,] filed with the SEC on February [removed: 21, 2024,] [added: 26, 2025,] which is available free of charge on the SEC’s website at http://www.sec.gov and at our investor relations website, http://investor.nvidia.com.

| | | | Jan [removed: 26, 2025] [added: 25, 2026] | | | | | | Jan [removed: 28, 2024] [added: 26, 2025] | | |

| Cost of revenue | | | [removed: 25.0] [added: 28.9] | | | | | | [removed: 27.3] [added: 25.0] | | |

| Gross profit | | | [removed: 75.0] [added: 71.1] | | | | | | [removed: 72.7] [added: 75.0] | | |

| Research and development | | | [removed: 9.9] [added: 8.6] | | | | | | [removed: 14.2] [added: 9.9] | | |

| Sales, general and administrative | | | [removed: 2.7] [added: 2.1] | | | | | | [removed: 4.4] [added: 2.7] | | |

| Total operating expenses | | | [removed: 12.6] [added: 10.7] | | | | | | [removed: 18.6] [added: 12.6] | | |

| Operating income | | | [removed: 62.4] [added: 60.4] | | | | | | [removed: 54.1] [added: 62.4] | | |

| Interest income | | | [removed: 1.4] [added: 1.1] | | | | | | 1.4 | | |

| Interest expense | | | [removed: (0.2)] [added: (0.1)] | | | | | | [removed: (0.4)] [added: (0.2)] | | |

| [removed: Other,] [added: Other income,] net | | | [removed: 0.8] [added: 4.2] | | | | | | [removed: 0.4] [added: 0.8] | | |

| [removed: Other income (expense),] [added: Total other income,] net | | | [removed: 2.0] [added: 5.2] | | | | | | [removed: 1.4] [added: 2.0] | | |

| Income before income tax | | | [removed: 64.4] [added: 65.5] | | | | | | [removed: 55.5] [added: 64.4] | | |

| Income tax expense | | | [removed: 8.6] [added: 9.9] | | | | | | [removed: 6.6] [added: 8.6] | | |

| Net income | | | [removed: 55.8] [added: 55.6] | | % | | | | [removed: 48.9] [added: 55.8] | | % |

| | | | Jan [removed: 26, 2025] [added: 25, 2026] | | | | | | Jan [removed: 28, 2024] [added: 26, 2025] | | | | | | $ Change | | | | | | % Change | | |

| Compute & Networking | | | $ | [removed: 116,193] [added: 193,479] | | | | | $ | [removed: 47,405] [added: 116,193] | | | | | $ | [removed: 68,788] [added: 77,286] | | | | | [removed: 145] [added: 67] | | % |

*Compute & Networking revenue* – The year over year increase was [removed: due to strong demand for our] [added: driven by the major platform shifts –] accelerated computing and [removed: AI solutions.][added: AI.]

NVIDIA is now a data center scale AI infrastructure company reshaping all industries.

Our Blackwell architectures represented the majority of our Data Center revenue.

The availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers and partners is crucial, and any shortage of these or other necessary resources could impact our future revenue and financial performance.

Expanding energy capacity to meet demand is a complex, multi-year process that involves significant regulatory, technical, and construction challenges.

In addition, access to capital can be particularly constrained for less-capitalized companies, which may face difficulties securing financing for large-scale infrastructure projects.

These limitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI adoption.

We continue to execute Data Center compute product introductions, bringing new advanced architectures on a one-year product cadence, including our Rubin platform.

We began shipping production units of our new Blackwell Ultra platforms including GB300 in the second quarter of fiscal year 2026.

The complexity of our product transitions and sophisticated system configurations has and may in the future cause delays in production and create challenges in managing supply and demand.

This could further result in revenue volatility, quality issues, increased inventory provisions, decreases in product yields and higher material costs, and/or increased warranty costs.

Customers may postpone purchasing new architectures or may adopt new technologies more gradually than anticipated, affecting our revenue timing and supply chain expenses.

In April 2025, the USG informed us that a license is required for exports of our H20 product into the China market.

As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess inventory and purchase obligations, as the demand for H20 diminished.

In August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based customers.

We generated approximately $60 million in H20 revenue under those licenses.

In February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific China-based customers.

To date, we have not generated any revenue under the H200 licensing program, and do not yet know whether any imports will be allowed into China.

The license requires that the H200s go through an inspection process in the United States prior to any shipment to the customer.

As a result, any H200 shipped under the new licensing program will be subject to a 25% tariff upon importation into the United States.

The recent rise in high-quality open-source foundation models is making advanced AI capabilities broadly accessible.

Open-source AI is dependent on developer adoption and if deployed on our competitors’ platforms, it could reduce demand for our products and services.

While currently our supply chain is mainly concentrated in Asia, we are expanding into the U.S. and Latin America.

These moves are expected to strengthen our supply chain, add resiliency and redundancy, and meet the growing demand for AI infrastructure.

Our ability to increase manufacturing capabilities will depend on the local region's manufacturing ecosystem's capacity to ramp production supply to the required volume and on a timely basis.

We have made, and expect to continue making, investments that support our technology roadmap and the broader AI ecosystem.

In fiscal year 2026, we made the following investments:

- We invested $17.5 billion in private companies and infrastructure funds, primarily to support early‑stage startups.

These investments include AI model makers that purchase our products directly or through CSPs.

Many of these investments are illiquid and non‑marketable.

The related early-stage startups may not become profitable in the near term, or at all, and there can be no assurance that we will realize a return on our investments.

- We made investments in publicly-held equity securities where the value may fluctuate significantly due to changes in stock prices and could adversely affect our financial results.

- To support the build-out of complex datacenter infrastructures, we enter into commercial arrangements, including guarantees with partners.

We provided $3.5 billion in land, power, and shell guarantees to early‑stage companies, generally over multi‑year periods.

If the escrow and the partners' operating activities are not sufficient to cover an event of default under these guarantees, we may elect to assume the underlying leases for internal use or sublease them to third parties.

| Revenue | | | $ | 215,938 | | | | | $ | 130,497 | | | | | Up 65% | | |

| Operating income | | | $ | 130,387 | | | | | $ | 81,453 | | | | | Up 60% | | |

| Net income | | | $ | 120,067 | | | | | $ | 72,880 | | | | | Up 65% | | |

The strong year-on-year growth was driven by the major platform shifts – accelerated computing and AI.

We expect supply constraints to be a headwind to Gaming in the first quarter of fiscal 2027 and beyond.

Professional Visualization revenue for fiscal year 2026 was up 70% from a year ago, driven by exceptional demand for Blackwell as well as the launch of our new DGX Spark.

Demand and Supply

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.

Demand estimates for our products, applications, and services can be incorrect and create volatility in our revenue or supply levels.

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.

The increased purchase volumes and integration of new suppliers and contract manufacturers into our supply chain creates more complexity in managing multiple suppliers with variations in production planning, execution and logistics.

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

We have incurred and may 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 and New Product Introductions

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

We are generally in various stages of transitioning the architectures of our Data Center, Gaming, Professional Visualization, and Automotive products.

The computing industry is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI opportunities.

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.

The increased frequency of these transitions and the larger number of products and product configurations may magnify the challenges associated with managing our supply and demand which may further create volatility in our revenue.

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

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.

While we have managed prior product transitions and have 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 may cause us to incur additional costs.

Global Trade

In August 2022, the 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 July 2023, the USG informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East.

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, including, but not limited to, the A100, A800, H100, H800, L4, L40, L40S and RTX 4090.

The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China.

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

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.

We 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.

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.

To the extent that a customer requires products covered by the licensing requirements, we may seek a license for the customer but have no assurance that the USG will grant such a license, or that the USG will act on the license application in a timely manner or at all.

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.

As of the end of fiscal year [removed: 2025,] [added: 2026,] we had $8.5 billion of senior Notes outstanding.

The impact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025.]

If the U.S. dollar strengthened by 10% as of January [removed: 26, 2025] [added: 25, 2026] and January [removed: 28, 2024,] [added: 26, 2025,] the amount recorded in [removed: accumulated] [added: Accumulated] other comprehensive income (loss) related to our foreign exchange contracts before tax effect would have been [removed: $136] [added: an adverse impact of $180] million and [removed: $116 million lower,] [added: $136 million,] respectively.

Change in value [added: of our foreign exchange contracts] recorded in [removed: accumulated] [added: Accumulated] other comprehensive income (loss) would be expected to offset a corresponding change in hedged forecasted foreign currency expenses when recognized.

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: $129] [added: $124] million and [removed: $60] [added: $129] million as of January [removed: 26, 2025] [added: 25, 2026] and January [removed: 28, 2024,] [added: 26, 2025,] respectively.

[added: These changes in fair values would be offset in Total other income, 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.

According to our sensitivity analysis on our investment portfolio, a decrease in the yield curve of 0.5% as of the end of fiscal year 2026 and 2025 would decrease the fair value for these investments by approximately $0.2 billion.

Publicly-held equity securities are subject to market price volatility.

A hypothetical 10% decrease in our publicly-held equity securities would decrease the fair value of the publicly-held equity securities balance by $1.8 billion and an insignificant amount as of January 25, 2026 and January 26, 2025, respectively.

Non-marketable equity securities are measured based on cost minus impairment, if any, and are adjusted for observable price changes in orderly transactions for an identical or similar investment in the same issuer.

Valuations of our non-marketable equity securities are inherently complex due to the lack of readily available market data and observable transactions, and impact of macroeconomic factors.

For a description of our equity investments, refer to Notes 7 and 8 of the Notes to Condensed Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

As of the end of fiscal year 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 $238 million.

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

NVIDIA is now a [removed: full-stack computing] [added: data center scale AI] infrastructure company [removed: with data-center-scale offerings that are] reshaping [removed: industry.][added: all industries.]

Our [removed: full-stack] [added: technology stack] includes the foundational [added: NVIDIA] CUDA [removed: programming model] [added: development platform] that runs on all NVIDIA GPUs, as well as hundreds of domain-specific software libraries, [added: frameworks, algorithms,] software development kits, or SDKs, and [removed: Application Programming Interfaces,] [added: application programming interfaces,] or APIs.

This deep and broad software stack accelerates the performance and [removed: eases] [added: facilitates] the deployment of NVIDIA accelerated computing for computationally intensive workloads such as artificial intelligence, or AI, model training and inference, data analytics, scientific computing, [added: robotics,] and 3D graphics, with vertical-specific optimizations to address industries ranging from healthcare and telecom to automotive and manufacturing.

[removed: Our data-center-scale offerings are comprised of compute and networking solutions that can scale to tens of thousands of GPU-accelerated servers interconnected to function as a single giant computer; this] [added: This] type of data center architecture and scale is needed for the development and deployment of modern AI [added: and accelerated computing] applications.

Today, it also simulates human intelligence, enabling a deeper understanding of [added: language, science, and] the physical world.

Its parallel processing capabilities, supported by [added: tens of] thousands of computing cores, are essential for deep learning algorithms.

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

Examples include generative AI, which can create new content such as text, code, images, audio, video, molecule structures, and recommendation [removed: systems, which can recommend highly relevant content such as products, services, media, or ads using deep neural networks trained on vast datasets that capture the user's preferences.][added: systems; and agentic AI where systems of AI models work in concert to automatically complete a task.]

NVIDIA has a platform strategy, bringing together hardware, systems, software, algorithms, libraries, [added: AI models] and [added: training data sets, and] services to create unique value for the markets we serve.

While the computing requirements of these end markets are diverse, we address them with a unified underlying [added: programmable] architecture [removed: leveraging our GPUs and networking and] [added: allowing us to support several multi-billion-dollar end markets with the same underlying technology by using a variety of] software [removed: stacks.][added: stacks developed either internally or by third-party developers and partners.]

The large and growing number of developers and installed base across our platforms strengthens our ecosystem and increases the value of our platform [removed: to] [added: for] our customers.

We have invested over [removed: $58.2] [added: $76.7] billion in research and development since our inception, yielding inventions that are essential to modern computing.

With our introduction of [removed: the] CUDA [removed: programming model] in 2006, we opened the parallel processing capabilities of our GPU to a broad range of compute-intensive applications, paving the way for the emergence of modern AI.

Our acquisition of Mellanox in 2020 expanded our [removed: innovation canvas] [added: offerings] to include 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.

Over the past 5 years, we have built full software stacks that run on top of our GPUs and CUDA to bring AI to the world’s largest industries, including NVIDIA DRIVE stack for autonomous driving, Clara for healthcare, [removed: and] Omniverse for [removed: industrial digitalization;] [added: physical AI applications,] and [removed: introduced the] NVIDIA AI Enterprise software – essentially an operating system for enterprise AI applications.

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

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

With support for [removed: more than 4,400] [added: 6,000] 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 [removed: 75%] [added: 78%] of the supercomputers on the global TOP500 list, including [removed: 38] [added: 9] of the top [removed: 50] [added: 10] systems on the Green500 list.

In addition to serving the growing number of gamers, the market for PC GPUs is expanding because of the [removed: burgeoning] [added: growing] population of live streamers, broadcasters, artists, and creators.

With the advent of generative [added: and agentic] AI, we expect a broader set of PC users to choose NVIDIA GPUs for running [removed: generative AI] [added: these] applications locally on their PC, which is critical for privacy, latency, and cost-sensitive AI applications.

Professional artists, architects and designers use NVIDIA partner products accelerated with our GPUs and software platform for a range of [removed: creative] [added: creative, engineering,] and design use cases, such as creating visual effects in movies or designing buildings and products.

In addition, generative [added: and agentic] AI is expanding the market for our workstation-class GPUs, as more enterprise customers develop and deploy AI applications with their data on-premises.

The Compute & Networking segment includes our Data Center accelerated computing [added: and networking] platforms and AI solutions and [removed: software; networking; automotive] [added: software, and Automotive] platforms and autonomous and electric vehicle [removed: solutions; Jetson for robotics and other embedded platforms; and DGX Cloud computing services.][added: solutions including software.]

We specialize in markets where our computing [added: and AI infrastructure] platforms can provide tremendous acceleration for applications.

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

The platform consists of [added: data center] compute and networking [added: infrastructure] offerings typically delivered to customers as [added: rack-scale] systems, subsystems, or modules, along with software and services.

Our [removed: compute offerings] [added: Data Center infrastructure systems] include supercomputing platforms and servers, bringing together our [added: higher performance,] energy efficient GPUs, CPUs, interconnects, and fully optimized AI and HPC software stacks.

In addition, they include [removed: NVIDIA AI Enterprise software; our DGX Cloud service; and] a growing body of acceleration libraries, [added: AI models and training data sets,] APIs, SDKs, and domain-specific application frameworks.

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

This has enabled us to architect data center-scale computing platforms that can interconnect [added: up to hundreds of] thousands of compute nodes with high-performance networking.

[removed: While historically the server was the unit of computing, as] [added: Fueled by an expansion in] AI and HPC [removed: workloads have become extremely large spanning thousands of compute nodes,] [added: workloads,] the data center has become the new unit of computing, with networking as an integral part.

Our customers include [removed: the world’s leading] [added: all major] public [removed: cloud] and [removed: consumer internet companies, thousands of] [added: private cloud providers, AI model makers,] enterprises and startups, and public sector entities.

[removed: Our direct customers include original equipment manufacturers, or OEMs, original device manufacturers, or] ODMs, system integrators and distributors which we partner with to help bring our products to market.

While our approach starts with powerful chips, what makes it a full-stack computing platform is our large body of software, including the CUDA [removed: parallel programming model,] [added: development platform,] the CUDA-X collection of acceleration libraries, [added: AI models and training data sets,] APIs, SDKs, and domain-specific application frameworks.

In addition to software delivered to customers as an integral part of our data center computing [added: and networking] platform, we offer paid licenses to NVIDIA AI Enterprise, a comprehensive suite of enterprise-grade AI software and NVIDIA vGPU software for graphics-rich virtual desktops and workstations.

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

Many factors propel its growth, including new high production value [removed: games and franchises,] [added: games,] the continued rise of [removed: competitive gaming, or] eSports, social connectivity and the increasing popularity of game streamers, modders, or gamers who remaster games, and creators.

NVIDIA RTX [removed: also] features [added: ray tracing technology for real-time, cinematic-quality rendering, and] deep learning super sampling, or NVIDIA DLSS, our AI technology that boosts frame rates while generating [removed: beautiful, sharp] [added: high-quality] images for games.

Our products for the gaming market include GeForce RTX [removed: and GeForce GTX] GPUs for gaming desktop and laptop PCs, GeForce NOW cloud gaming [removed: for playing PC games on underpowered devices,] [added: service,] as well as SoCs and development services for game consoles.

Introduced with the Blackwell architecture, our data-center-scale offerings feature extreme co-design where the infrastructure’s chips, networking, systems, software, and algorithms are holistically architected and optimized to maximize performance and scale.

Hundreds of thousands of GPUs can be interconnected to function as a single giant computer.

In 2024, we launched the NVIDIA Blackwell architecture – connecting 36 Grace CPUs and 72 Blackwell GPUs in a data center scale, liquid-cooled design – for real-time trillion-parameter inference and training.

In fiscal year 2026, we launched and scaled the NVIDIA Blackwell Ultra platform, optimized for agentic, reasoning, and physical AI.

Building on the architectural breakthroughs of Blackwell and leveraging Dynamo inference software, it delivers a significant increase in token throughput and reduction in cost per token compared to the Hopper generation.

More recently, in support of market development, we have accelerated the release cadence of our open AI model platforms including NVIDIA Nemotron for agentic AI and Cosmos for physical AI.

networking, data processing, online shopping, live video, and translation.

AI model makers use our infrastructure and software hosted at CSPs to develop, build and run AI models, product offerings, and services.

The Graphics segment includes GeForce GPUs for gaming and PCs, and Quadro/NVIDIA RTX GPUs for enterprise workstation graphics.

In fiscal year 2026, we introduced NVIDIA NVLink Fusion to enable hyperscalers and custom ASIC designers to integrate custom CPUs and XPUs with our platform.

Some of our direct customers include original equipment manufacturers, or OEMs, original device manufacturers, or

These Data Center systems are extreme co-designed with the GPU, CPU, NVLink switch, DPU, NIC, and scale-out networking along with software stacks and algorithms to deliver data center-scale computing solutions.

In fiscal year 2026, we unveiled the NVIDIA Rubin platform, which is expected to commence production shipments in the second half of fiscal year 2027.

Built for agentic AI and reasoning, it excels at processing multi-step problem-solving and massive long-context workflows, delivering up to a 10x reduction in cost per token compared to Blackwell.

For physical AI, we provide an end-to-end platform spanning data center infrastructure, open models, systems, embedded compute modules, and software stacks to train, simulate, and deploy advanced automation and robotics solutions.

RTX GPUs also feature NVIDIA tensor core technology making them well suited to accelerate a new generation of on-device AI applications.

The Blackwell architecture introduced neural graphics which combines AI models with traditional rendering to boost game performance, image quality, and interactivity, as well as the next generation of our DLSS technology powered by a new transformer model architecture.

In fiscal year 2026, we launched and scaled Blackwell architecture for gaming and GeForce NOW.

As these applications increasingly integrate AI, these GPUs are used and leverage the same Tensor Core technology found in our Data Center solutions.

This platform consists of development infrastructure, high-performance, energy efficient DRIVE AGX computing hardware

We are the leader in accelerating and releasing open AI models which enterprises, sovereigns, and startups can leverage to develop and run applications on our platform.

Blackwell GPUs’ advanced AI and neural rendering capabilities combined with NVIDIA’s world-class AI software stacks significantly accelerate AI workloads running locally on PCs.

While currently our supply chain is mainly concentrated in Asia, we are expanding into the U.S. and Latin America.

demand and whether we are able to deliver consistent volumes of our products at acceptable levels of quality and at competitive prices.

In August 2022, the U.S. government, or USG, announced export restrictions and export licensing requirements targeting China’s semiconductor and supercomputing industries.

In April 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 countries, or to companies headquartered or with an ultimate parent therein, of our H20 integrated circuits and any other circuits achieving the H20’s memory bandwidth, interconnect bandwidth, or combination thereof.

As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess inventory and purchase obligations, as the demand for H20 products diminished.

In August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based customers.

We generated approximately $60 million in H20 revenue under those licenses.

USG officials expressed an expectation that the USG will receive 15% or more of the revenue generated from licensed sales of our products, but the USG did not publish a regulation codifying such requirement.

In February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific China-based customers.

To date, we have not generated any revenue under the H200 licensing program, and do not yet know whether any imports will be allowed into China.

The license requires that the H200s go through an inspection process in the United States prior to any shipment to the customer.

As a result, any H200 shipped under the new licensing program will be subject to a 25% tariff upon importation into the United States.

In the event that we are able to sell licensed products into the China market, we may not be able to pass along all or any of the tariff to our customers, and may be subject to litigation, increased costs, and a harmed competitive position.

The export controls applicable to China are complex and address a variety of parameters, including the total processing performance of a chip, the “performance density” of a chip, the interconnect bandwidth of a chip, and the memory bandwidth of a chip.

Under the current rules and geopolitical landscape, we are unable to create and deliver a competitive product for China’s data center market that receives approval from both the USG and the Chinese government.

As of the end of fiscal year 2026, we were effectively foreclosed from competing in China's data center computing/compute market, and our effective foreclosure from the China market helped our competitors build larger developer and customer ecosystems to challenge us worldwide.

Unless we are able to return with a product that meets the approval of both the USG and the Chinese government, our lost opportunity and the benefit to our competitors will have a material and adverse impact on our business, operating results, and financial condition.

In addition to controls targeting D:1, D:4 and D:5 countries, the USG has also imposed worldwide export controls impacting our products, and may impose additional controls in the future.

The programmable nature of our architecture allows us to support several multi-billion-dollar end markets with the same underlying technology by using a variety of software stacks developed either internally or by third-party developers and partners.

The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related 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 industrial AI and digital twin applications.

They are available in the NVIDIA accelerated computing platform and in

industry standard servers from every major cloud provider and server maker.

Beyond GPUs, our data center platform expanded to include DPUs in fiscal year 2022 and CPUs in fiscal year 2024.

We can optimize across the entire computing, networking and storage stack to deliver data center-scale computing solutions.

We also offer the NVIDIA DGX Cloud, 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.

We developed NVIDIA RTX to bring next generation graphics and AI to games.

NVIDIA RTX features ray tracing technology for real-time, cinematic-quality rendering.

Ray tracing, which has long been used for special effects in the movie industry, is a computationally intensive technique that simulates the physical behavior of light to achieve greater realism in computer-generated scenes.

RTX GPUs will also accelerate a new generation of AI applications.

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

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.

Design and manufacturing encompass computer-aided design, architectural design, consumer-products manufacturing, medical instrumentation, and aerospace.

Digital content creation includes professional video editing and post-production, special effects for films, and broadcast-television graphics.

The NVIDIA RTX platform makes it possible to render film-quality, photorealistic objects and environments with physically accurate shadows, reflections and refractions using ray tracing in real-time.

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

Industrial enterprises are adopting Omniverse’s 3D and simulation technologies to digitalize their complex physical assets, processes, and environments – building digital twins of factories, real time 3D product configurators, testing and validating autonomous robots and vehicles, powered by NVIDIA accelerated computing infrastructure on-premises and in the cloud.

We have demonstrated multiple applications of AI within the car: AI can drive the car itself as a pilot in fully autonomous mode or it can also be a co-pilot, assisting the human driver while creating a safer driving experience.

We are working with several hundred partners in the automotive ecosystem including automakers, truck makers, tier-one suppliers, sensor manufacturers, automotive research institutions, HD mapping companies, and startups to develop and deploy AI systems for self-driving vehicles.

Our unified AI computing architecture starts with training deep neural networks using our Data Center computing solutions, and then running a full perception, fusion, planning, and control stack within the vehicle on the NVIDIA DRIVE Hyperion platform.

In addition, we offer a scalable data center-based simulation solution based on NVIDIA Omniverse software to develop synthetic data for AI model training, as well as for testing and validating a self-driving platform.

Our unique end-to-end, software-defined approach is designed for continuous innovation and continuous development, enabling cars to receive over-the-air updates to add new features and capabilities throughout the life of a vehicle.

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.

GeForce Experience enhances each gamer’s experience by optimizing their PC’s settings, as well as enabling the recording and sharing of gameplay.

Our Studio drivers enhance and accelerate a number of popular creative applications.

We also enable interactive graphics applications - such as games, movie and photo editing and design software - to be accessed by almost any device, almost anywhere, through our cloud platforms such as vGPU for enterprise and GeForce NOW for gaming.

In periods

Our supply chain is mainly concentrated in the Asia-Pacific region.

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

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.

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.

For the fiscal year ended January [removed: 26, 2025][added: 25, 2026]

[removed: ][added: ]

Yes [removed: ☐ No] ☒ [added: No ☐]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July [removed: 26, 2024] [added: 25, 2025] was approximately [removed: $2.7] [added: $4.0] trillion (based on the closing sales price of the registrant's common stock as reported by the Nasdaq Global Select Market on July [removed: 26, 2024).][added: 25, 2025).]

The number of shares of common stock outstanding as of February [removed: 21, 2025] [added: 20, 2026] was [removed: 24.4] [added: 24.3] billion.

Portions of the registrant's Proxy Statement for its [removed: 2025] [added: 2026] 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.](#if3830601512b46079053ec0daaf407ac_13)] [added: 1.](#i82ea215a7c1f4862b6518f1348ddc832_13)] | | | [removed: [Business](#if3830601512b46079053ec0daaf407ac_13)] [added: [Business](#i82ea215a7c1f4862b6518f1348ddc832_13)] | | | [removed: [4](#if3830601512b46079053ec0daaf407ac_13)] [added: [4](#i82ea215a7c1f4862b6518f1348ddc832_13)] | | |

| [Item [removed: 1A.](#if3830601512b46079053ec0daaf407ac_16)] [added: 1A.](#i82ea215a7c1f4862b6518f1348ddc832_16)] | | | [Risk [removed: Factors](#if3830601512b46079053ec0daaf407ac_16)] [added: Factors](#i82ea215a7c1f4862b6518f1348ddc832_16)] | | | [removed: [13](#if3830601512b46079053ec0daaf407ac_16)] [added: [12](#i82ea215a7c1f4862b6518f1348ddc832_16)] | | |

| [Item [removed: 1B.](#if3830601512b46079053ec0daaf407ac_19)] [added: 1B.](#i82ea215a7c1f4862b6518f1348ddc832_19)] | | | [Unresolved Staff [removed: Comments](#if3830601512b46079053ec0daaf407ac_19)] [added: Comments](#i82ea215a7c1f4862b6518f1348ddc832_19)] | | | [removed: [32](#if3830601512b46079053ec0daaf407ac_19)] [added: [32](#i82ea215a7c1f4862b6518f1348ddc832_19)] | | |

| [Item [removed: 1C](#if3830601512b46079053ec0daaf407ac_22)] [added: 1C](#i82ea215a7c1f4862b6518f1348ddc832_22)] | | | [removed: [Cybersecurity](#if3830601512b46079053ec0daaf407ac_22)] [added: [Cybersecurity](#i82ea215a7c1f4862b6518f1348ddc832_22)] | | | [removed: [32](#if3830601512b46079053ec0daaf407ac_22)] [added: [32](#i82ea215a7c1f4862b6518f1348ddc832_22)] | | |

| [Item [removed: 2.](#if3830601512b46079053ec0daaf407ac_25)] [added: 2.](#i82ea215a7c1f4862b6518f1348ddc832_25)] | | | [removed: [Properties](#if3830601512b46079053ec0daaf407ac_25)] [added: [Properties](#i82ea215a7c1f4862b6518f1348ddc832_25)] | | | [removed: [33](#if3830601512b46079053ec0daaf407ac_25)] [added: [33](#i82ea215a7c1f4862b6518f1348ddc832_25)] | | |

| [Item [removed: 3.](#if3830601512b46079053ec0daaf407ac_28)] [added: 3.](#i82ea215a7c1f4862b6518f1348ddc832_28)] | | | [Legal [removed: Proceedings](#if3830601512b46079053ec0daaf407ac_28)] [added: Proceedings](#i82ea215a7c1f4862b6518f1348ddc832_28)] | | | [removed: [33](#if3830601512b46079053ec0daaf407ac_28)] [added: [33](#i82ea215a7c1f4862b6518f1348ddc832_28)] | | |

| [Item [removed: 4.](#if3830601512b46079053ec0daaf407ac_31)] [added: 4.](#i82ea215a7c1f4862b6518f1348ddc832_31)] | | | [Mine Safety [removed: Disclosures](#if3830601512b46079053ec0daaf407ac_31)] [added: Disclosures](#i82ea215a7c1f4862b6518f1348ddc832_31)] | | | [removed: [33](#if3830601512b46079053ec0daaf407ac_31)] [added: [33](#i82ea215a7c1f4862b6518f1348ddc832_31)] | | |

| [Item [removed: 5.](#if3830601512b46079053ec0daaf407ac_37)] [added: 5.](#i82ea215a7c1f4862b6518f1348ddc832_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if3830601512b46079053ec0daaf407ac_37)] [added: Securities](#i82ea215a7c1f4862b6518f1348ddc832_37)] | | | [removed: [33](#if3830601512b46079053ec0daaf407ac_37)] [added: [33](#i82ea215a7c1f4862b6518f1348ddc832_37)] | | |

| [Item [removed: 6.](#if3830601512b46079053ec0daaf407ac_40)] [added: 6.](#i82ea215a7c1f4862b6518f1348ddc832_40)] | | | [removed: [\[Reserved\]](#if3830601512b46079053ec0daaf407ac_40)] [added: [\[Reserved\]](#i82ea215a7c1f4862b6518f1348ddc832_40)] | | | [removed: [35](#if3830601512b46079053ec0daaf407ac_40)] [added: [35](#i82ea215a7c1f4862b6518f1348ddc832_40)] | | |

| [Item [removed: 7.](#if3830601512b46079053ec0daaf407ac_43)] [added: 7.](#i82ea215a7c1f4862b6518f1348ddc832_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if3830601512b46079053ec0daaf407ac_43)] [added: Operations](#i82ea215a7c1f4862b6518f1348ddc832_43)] | | | [removed: [36](#if3830601512b46079053ec0daaf407ac_43)] [added: [36](#i82ea215a7c1f4862b6518f1348ddc832_43)] | | |

| [Item [removed: 7A.](#if3830601512b46079053ec0daaf407ac_55)] [added: 7A.](#i82ea215a7c1f4862b6518f1348ddc832_55)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if3830601512b46079053ec0daaf407ac_55)] [added: Risk](#i82ea215a7c1f4862b6518f1348ddc832_55)] | | | [removed: [45](#if3830601512b46079053ec0daaf407ac_55)] [added: [44](#i82ea215a7c1f4862b6518f1348ddc832_55)] | | |

| [Item [removed: 8.](#if3830601512b46079053ec0daaf407ac_58)] [added: 8.](#i82ea215a7c1f4862b6518f1348ddc832_58)] | | | [Financial Statements and Supplementary [removed: Data](#if3830601512b46079053ec0daaf407ac_58)] [added: Data](#i82ea215a7c1f4862b6518f1348ddc832_58)] | | | [removed: [46](#if3830601512b46079053ec0daaf407ac_58)] [added: [45](#i82ea215a7c1f4862b6518f1348ddc832_58)] | | |

| [Item [removed: 9.](#if3830601512b46079053ec0daaf407ac_61)] [added: 9.](#i82ea215a7c1f4862b6518f1348ddc832_61)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if3830601512b46079053ec0daaf407ac_61)] [added: Disclosure](#i82ea215a7c1f4862b6518f1348ddc832_61)] | | | [removed: [46](#if3830601512b46079053ec0daaf407ac_61)] [added: [45](#i82ea215a7c1f4862b6518f1348ddc832_61)] | | |

| [Item [removed: 9A.](#if3830601512b46079053ec0daaf407ac_64)] [added: 9A.](#i82ea215a7c1f4862b6518f1348ddc832_64)] | | | [Controls and [removed: Procedures](#if3830601512b46079053ec0daaf407ac_64)] [added: Procedures](#i82ea215a7c1f4862b6518f1348ddc832_64)] | | | [removed: [46](#if3830601512b46079053ec0daaf407ac_64)] [added: [45](#i82ea215a7c1f4862b6518f1348ddc832_64)] | | |

| [Item [removed: 9B.](#if3830601512b46079053ec0daaf407ac_67)] [added: 9B.](#i82ea215a7c1f4862b6518f1348ddc832_67)] | | | [Other [removed: Information](#if3830601512b46079053ec0daaf407ac_67)] [added: Information](#i82ea215a7c1f4862b6518f1348ddc832_67)] | | | [removed: [47](#if3830601512b46079053ec0daaf407ac_67)] [added: [46](#i82ea215a7c1f4862b6518f1348ddc832_67)] | | |

| [Item [removed: 9C.](#if3830601512b46079053ec0daaf407ac_73)] [added: 9C.](#i82ea215a7c1f4862b6518f1348ddc832_73)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if3830601512b46079053ec0daaf407ac_73)] [added: Inspections](#i82ea215a7c1f4862b6518f1348ddc832_73)] | | | [removed: [47](#if3830601512b46079053ec0daaf407ac_73)] [added: [46](#i82ea215a7c1f4862b6518f1348ddc832_73)] | | |

| | | | [Part [removed: III](#if3830601512b46079053ec0daaf407ac_76)] [added: III](#i82ea215a7c1f4862b6518f1348ddc832_76)] | | | | | |

| [Item [removed: 10.](#if3830601512b46079053ec0daaf407ac_79)] [added: 10.](#i82ea215a7c1f4862b6518f1348ddc832_79)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#if3830601512b46079053ec0daaf407ac_79)] [added: Governance](#i82ea215a7c1f4862b6518f1348ddc832_79)] | | | [removed: [47](#if3830601512b46079053ec0daaf407ac_79)] [added: [46](#i82ea215a7c1f4862b6518f1348ddc832_79)] | | |

| [Item [removed: 11.](#if3830601512b46079053ec0daaf407ac_82)] [added: 11.](#i82ea215a7c1f4862b6518f1348ddc832_82)] | | | [Executive [removed: Compensation](#if3830601512b46079053ec0daaf407ac_82)] [added: Compensation](#i82ea215a7c1f4862b6518f1348ddc832_82)] | | | [removed: [48](#if3830601512b46079053ec0daaf407ac_82)] [added: [47](#i82ea215a7c1f4862b6518f1348ddc832_82)] | | |

| [Item [removed: 12.](#if3830601512b46079053ec0daaf407ac_85)] [added: 12.](#i82ea215a7c1f4862b6518f1348ddc832_85)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if3830601512b46079053ec0daaf407ac_85)] [added: Matters](#i82ea215a7c1f4862b6518f1348ddc832_85)] | | | [removed: [48](#if3830601512b46079053ec0daaf407ac_85)] [added: [47](#i82ea215a7c1f4862b6518f1348ddc832_85)] | | |

| [Item [removed: 13.](#if3830601512b46079053ec0daaf407ac_88)] [added: 13.](#i82ea215a7c1f4862b6518f1348ddc832_88)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if3830601512b46079053ec0daaf407ac_88)] [added: Independence](#i82ea215a7c1f4862b6518f1348ddc832_88)] | | | [removed: [48](#if3830601512b46079053ec0daaf407ac_88)] [added: [47](#i82ea215a7c1f4862b6518f1348ddc832_88)] | | |

| [Item [removed: 14.](#if3830601512b46079053ec0daaf407ac_91)] [added: 14.](#i82ea215a7c1f4862b6518f1348ddc832_91)] | | | [Principal Accountant Fees and [removed: Services](#if3830601512b46079053ec0daaf407ac_91)] [added: Services](#i82ea215a7c1f4862b6518f1348ddc832_91)] | | | [removed: [48](#if3830601512b46079053ec0daaf407ac_91)] [added: [47](#i82ea215a7c1f4862b6518f1348ddc832_91)] | | |

| [Item [removed: 15.](#if3830601512b46079053ec0daaf407ac_97)] [added: 15.](#i82ea215a7c1f4862b6518f1348ddc832_97)] | | | [Exhibits and Financial Statement [removed: Schedules](#if3830601512b46079053ec0daaf407ac_97)] [added: Schedules](#i82ea215a7c1f4862b6518f1348ddc832_97)] | | | [removed: [49](#if3830601512b46079053ec0daaf407ac_97)] [added: [48](#i82ea215a7c1f4862b6518f1348ddc832_97)] | | |

| [Item [removed: 16.](#if3830601512b46079053ec0daaf407ac_187)] [added: 16.](#i82ea215a7c1f4862b6518f1348ddc832_190)] | | | [Form 10-K [removed: Summary](#if3830601512b46079053ec0daaf407ac_187)] [added: Summary](#i82ea215a7c1f4862b6518f1348ddc832_190)] | | | [removed: [85](#if3830601512b46079053ec0daaf407ac_187)] [added: [83](#i82ea215a7c1f4862b6518f1348ddc832_190)] | | |

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

NVIDIA Technical Blog [removed: (https://developer.nvidia.com/blog/)][added: (developer.nvidia.com/blog/)]

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

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

Accordingly, investors should monitor these [removed: accounts and the blog,] [added: channels,] in addition to following our press releases, SEC filings and public conference calls and webcasts.

*This Annual Report on Form 10-K contains forward-looking statements [added: within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,] which are [added: subject to the “safe harbor” created by those sections] based on [removed: our] management's beliefs and assumptions and on information currently available to our management.

You should read this Annual Report on Form 10-K completely and [removed: with the understanding] [added: understand] that our actual future results may be materially different from what we expect.

These statements are inherently [removed: uncertain] [added: uncertain,] and investors are cautioned not to unduly rely upon these statements.*

*© [removed: 2025] [added: 2026] NVIDIA Corporation.

| | | | [Part I](#i82ea215a7c1f4862b6518f1348ddc832_10) | | | | | |

| | | | [Part II](#i82ea215a7c1f4862b6518f1348ddc832_34) | | | | | |

| | | | [Part IV](#i82ea215a7c1f4862b6518f1348ddc832_94) | | | | | |

| [Signatures](#i82ea215a7c1f4862b6518f1348ddc832_193) | | | | | | [84](#i82ea215a7c1f4862b6518f1348ddc832_193) | | |

NVIDIA Facebook (facebook.com/nvidia)

NVIDIA Instagram (instagram.com/nvidia)

NVIDIA Threads (threads.com/@nvidia)

NVIDIA Investor Relations (investor.nvidia.com)

NVIDIA YouTube (YouTube.com/nvidia).

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

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

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

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

NVIDIA Facebook Page (https://www.facebook.com/nvidia)

NVIDIA Instagram Page (https://www.instagram.com/nvidia)

In addition, investors and others can view NVIDIA videos on YouTube (https://www.YouTube.com/nvidia).

These channels may be updated from time to time on NVIDIA's investor relations website.

None.

Not applicable.

We have in place certain infrastructure, systems, policies, and procedures that are designed to proactively [added: prevent or reduce the impact of,] and reactively address circumstances that arise [removed: when unexpected] [added: when,] events such as a cybersecurity incident occur.

Our information security management [removed: program] [added: programs] generally [removed: follows] [added: follow certain] processes outlined in frameworks such as the ISO 27001 international standard for [removed: Information Security] [added: information security management] and we evaluate and evolve our security measures as appropriate.

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

We have designated a Chief Security [removed: Officer that reports] [added: Officer, reporting] to our Senior Vice President of Software [removed: Engineering] [added: Engineering,] to [removed: manage our assessment] [added: oversee the identification, assessment,] and management of material [removed: risks from] cybersecurity [removed: threats.][added: risks.]

Our Chief Security Officer’s cybersecurity expertise includes over [removed: 17] [added: 18] years of combined government and private sector assignments.

As of February [removed: 21, 2025,] [added: 20, 2026,] we had approximately [removed: 842] [added: 1,226] registered shareholders, not including those shares held in street or nominee name.

On August 26, [removed: 2024,] [added: 2025,] our Board of Directors approved an additional [removed: $50] [added: $60.0] billion [removed: to our] [added: in] share repurchase authorization, without expiration.

In fiscal year [removed: 2025,] [added: 2026,] we repurchased [removed: 310] [added: 282] million shares of our common stock for [removed: $34.0] [added: $40.4] billion.

As of January [removed: 26, 2025,] [added: 25, 2026,] we were authorized, subject to certain specifications, to repurchase up to [removed: $38.7] [added: $58.5] billion of our common 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 agreements in compliance with Rule 10b-18 of the Exchange Act, subject to [added: market conditions, applicable legal requirements, and other factors.]

In fiscal year [removed: 2025,] [added: 2026,] we paid cash dividends to our shareholders of [removed: $834] [added: $974] million.

The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year [removed: 2025:][added: 2026:]

From January [removed: 27, 2025] [added: 26, 2026] through February [removed: 21, 2025,] [added: 20, 2026,] we repurchased [removed: 29] [added: 8] million shares for [removed: $3.7] [added: $1.5] billion pursuant to a pre-established trading plan.

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

During fiscal year [removed: 2025,] [added: 2026,] we withheld approximately [removed: 59] [added: 51] million shares for a total value of [removed: $6.9] [added: $7.9] billion through net share settlements.

On December [removed: 6, 2024,] [added: 15, 2025,] we [added: acquired a company and] issued [added: to] a [added: key employee a] total of [removed: 94,560] [added: 174,676] shares of our common stock, valued at approximately [removed: $13.5] [added: $31] million based on our closing stock price on the [removed: date of issuance, to key employees of a company we acquired.][added: issuance date.]

The above securities were issued in [removed: transactions] [added: a transaction] 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).

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: 26, 2025.][added: 25, 2026.]

The graph assumes that $100 was invested on January [removed: 26, 2020] [added: 31, 2021] in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index.

[removed: ][added: ]

*$100 invested on [removed: 1/26/2020] [added: 1/31/2021] in stock and in indices, including reinvestment of dividends.

| | | | [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] | | | | | | [removed: 1/26/2025] [added: 1/25/2026] | | |

| October 27, 2025 - November 23, 2025 | | | | | | 5.6 | | | | | | $ | 198.89 | | | | | 5.6 | | | | | | $ | 61.1 | |

| November 24, 2025 - December 21, 2025 | | | | | | 6.6 | | | | | | $ | 179.41 | | | | | 6.6 | | | | | | $ | 59.9 | |

| December 22, 2025 - January 25, 2026 | | | | | | 7.3 | | | | | | $ | 186.52 | | | | | 7.3 | | | | | | $ | 58.5 | |

| Total | | | | | | 19.5 | | | | | | | | | | | | 19.5 | | | | | | | | |

| NVIDIA Corporation | | | $ | 100.00 | | | | | $ | 175.98 | | | | | $ | 157.05 | | | | | $ | 470.88 | | | | | $ | 1,100.68 | | | | | $ | 1,448.75 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 121.00 | | | | | $ | 112.98 | | | | | $ | 137.98 | | | | | $ | 174.50 | | | | | $ | 200.33 | |

| Nasdaq 100 | | | $ | 100.00 | | | | | $ | 112.60 | | | | | $ | 95.60 | | | | | $ | 138.07 | | | | | $ | 173.95 | | | | | $ | 206.01 | |

market conditions, applicable legal requirements, and other factors.

| 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 | | | | | | | | |

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.

| 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 | |

Based on their evaluation as of January [removed: 26, 2025,] [added: 25, 2026,] 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 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.

[removed: 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: 26, 2025] [added: 25, 2026] 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: 26, 2025.][added: 25, 2026.]

The effectiveness of our internal control over financial reporting as of January [removed: 26, 2025] [added: 25, 2026] 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: 26, 2025] [added: 25, 2026] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

Under the supervision and with the participation of our

The upgrade will occur in phases.

| John O. Dabiri | | | | | | Director | | | | | | Adoption | | | | | | [removed: December 9, 2024] [added: 12/10/2025] | | | | | | [removed: 3,396] [added: 3,984*] | | | | | | [removed: December 2, 2025] [added: 12/7/2026] | | |

[removed: Estimated] [added: *Estimated] assuming our closing stock price as of January [removed: 24, 2025.][added: 23, 2026.]

| Colette M. Kress | | | | | | Executive Vice President and Chief Financial Officer | | | | | | Adoption | | | | | | 12/18/2025 | | | | | | 500,000 | | | | | | 3/23/2027 | | |

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

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

*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.

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: 2025] [added: 2026] Proxy Statement, no later than 120 days after the end of fiscal year [removed: 2025,] [added: 2026,] and certain information included therein is incorporated herein by reference.

Information regarding directors required by this item will be contained in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Proposal 1 — Election of Directors,” and is hereby incorporated by reference.

Information regarding our Audit Committee required by this item will be contained in our [removed: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.

Information regarding our Code of Conduct required by this item will be contained in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance — Code of Conduct,” and is hereby incorporated by reference.

The information required by Item 408(b) of Regulation S-K is incorporated by reference from the information contained in our [removed: 2025] [added: 2026] Proxy Statement under the heading “Information About the Board of Directors and Corporate Governance.”

Delinquent Section 16(a) Reports

Information regarding compliance with Section 16(a) of the Exchange Act required by this item will be contained in our 2026 Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and such disclosure, if any, is hereby incorporated by reference.

Information regarding our executive compensation required by this item will be contained in our [removed: 2025] [added: 2026] Proxy Statement under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Director 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement under the captions “Review of Transactions with Related Persons” and “Information About the Board of Directors and Corporate Governance — 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: 2025] [added: 2026] 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](#if3830601512b46079053ec0daaf407ac_100)] [added: Firm](#i82ea215a7c1f4862b6518f1348ddc832_100)] (PCAOB ID: 238) | | | [removed: [50](#if3830601512b46079053ec0daaf407ac_100)] [added: [49](#i82ea215a7c1f4862b6518f1348ddc832_100)] | | |

| | | | | | | | | | [Consolidated Statements of Income for the years ended January [removed: 26, 2025,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_103)[5](#i82ea215a7c1f4862b6518f1348ddc832_103)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_103)[6](#i82ea215a7c1f4862b6518f1348ddc832_103)[,] January [removed: 28, 2024,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_103)[6](#i82ea215a7c1f4862b6518f1348ddc832_103)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_103)[5](#i82ea215a7c1f4862b6518f1348ddc832_103)[,] and January [removed: 29, 2023](#if3830601512b46079053ec0daaf407ac_103)] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_103)[8](#i82ea215a7c1f4862b6518f1348ddc832_103)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_103)[4](#i82ea215a7c1f4862b6518f1348ddc832_103)] | | | [removed: [52](#if3830601512b46079053ec0daaf407ac_103)] [added: [51](#i82ea215a7c1f4862b6518f1348ddc832_103)] | | |

| | | | | | | | | | [Consolidated Statements of Comprehensive Income for the years ended January [removed: 26, 2025,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_106)[5](#i82ea215a7c1f4862b6518f1348ddc832_106)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_106)[6](#i82ea215a7c1f4862b6518f1348ddc832_106)[,] January [removed: 28, 2024,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_106)[6](#i82ea215a7c1f4862b6518f1348ddc832_106)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_106)[5](#i82ea215a7c1f4862b6518f1348ddc832_106)[,] and January [removed: 29, 2023](#if3830601512b46079053ec0daaf407ac_106)] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_106)[8](#i82ea215a7c1f4862b6518f1348ddc832_106)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_106)[4](#i82ea215a7c1f4862b6518f1348ddc832_106)] | | | [removed: [53](#if3830601512b46079053ec0daaf407ac_106)] [added: [52](#i82ea215a7c1f4862b6518f1348ddc832_106)] | | |

| | | | | | | | | | [Consolidated Balance Sheets as [removed: of](#if3830601512b46079053ec0daaf407ac_109)] [added: of](#i82ea215a7c1f4862b6518f1348ddc832_109)] [January [removed: 26, 2025 and] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_109)[5](#i82ea215a7c1f4862b6518f1348ddc832_109)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_109)[6](#i82ea215a7c1f4862b6518f1348ddc832_109) [and] January [removed: 28, 2024](#if3830601512b46079053ec0daaf407ac_103)] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_109)[6](#i82ea215a7c1f4862b6518f1348ddc832_109)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_109)[5](#i82ea215a7c1f4862b6518f1348ddc832_109)] | | | [removed: [54](#if3830601512b46079053ec0daaf407ac_109)] [added: [53](#i82ea215a7c1f4862b6518f1348ddc832_109)] | | |

| | | | | | | | | | [Consolidated Statements of Shareholders’ Equity for the years ended January [removed: 26, 2025,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_115)[5](#i82ea215a7c1f4862b6518f1348ddc832_115)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_115)[6](#i82ea215a7c1f4862b6518f1348ddc832_115)[,] January [removed: 28, 2024,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_115)[6](#i82ea215a7c1f4862b6518f1348ddc832_115)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_115)[5](#i82ea215a7c1f4862b6518f1348ddc832_115)[,] and January [removed: 29, 2023](#if3830601512b46079053ec0daaf407ac_115)] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_115)[8](#i82ea215a7c1f4862b6518f1348ddc832_115)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_115)[4](#i82ea215a7c1f4862b6518f1348ddc832_115)] | | | [removed: [55](#if3830601512b46079053ec0daaf407ac_115)] [added: [54](#i82ea215a7c1f4862b6518f1348ddc832_115)] | | |

| | | | | | | | | | [Consolidated Statements of Cash Flows for the years ended January [removed: 26, 2025,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_121)[5](#i82ea215a7c1f4862b6518f1348ddc832_121)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_121)[6](#i82ea215a7c1f4862b6518f1348ddc832_121)[,] January [removed: 28, 2024,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_121)[6](#i82ea215a7c1f4862b6518f1348ddc832_121)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_121)[5](#i82ea215a7c1f4862b6518f1348ddc832_121)[,] and January [removed: 29, 2023](#if3830601512b46079053ec0daaf407ac_121)] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_121)[8](#i82ea215a7c1f4862b6518f1348ddc832_121)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_121)[4](#i82ea215a7c1f4862b6518f1348ddc832_121)] | | | [removed: [56](#if3830601512b46079053ec0daaf407ac_121)] [added: [55](#i82ea215a7c1f4862b6518f1348ddc832_121)] | | |

| | | | | | | | | | [Notes to the Consolidated Financial [removed: Statements](#if3830601512b46079053ec0daaf407ac_124)] [added: Statements](#i82ea215a7c1f4862b6518f1348ddc832_124)] | | | [removed: [57](#if3830601512b46079053ec0daaf407ac_124)] [added: [56](#i82ea215a7c1f4862b6518f1348ddc832_124)] | | |

| | | | | | | | | | [Schedule II Valuation and Qualifying Accounts for the years ended January [removed: 26, 2025,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_184)[5](#i82ea215a7c1f4862b6518f1348ddc832_184)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_184)[6](#i82ea215a7c1f4862b6518f1348ddc832_184)[,] January [removed: 28, 2024,] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_184)[6](#i82ea215a7c1f4862b6518f1348ddc832_184)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_184)[5](#i82ea215a7c1f4862b6518f1348ddc832_184)[,] and January [removed: 29, 2023](#if3830601512b46079053ec0daaf407ac_181)] [added: 2](#i82ea215a7c1f4862b6518f1348ddc832_184)[8](#i82ea215a7c1f4862b6518f1348ddc832_184)[, 202](#i82ea215a7c1f4862b6518f1348ddc832_184)[4](#i82ea215a7c1f4862b6518f1348ddc832_184)] | | | [removed: [82](#if3830601512b46079053ec0daaf407ac_181)] [added: [81](#i82ea215a7c1f4862b6518f1348ddc832_184)] | | |

| | | | | | | | | | [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.](#if3830601512b46079053ec0daaf407ac_184)] [added: 10-K.](#i82ea215a7c1f4862b6518f1348ddc832_187)] | | | [removed: [83](#if3830601512b46079053ec0daaf407ac_184)] [added: [82](#i82ea215a7c1f4862b6518f1348ddc832_187)] | | |

We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the “Company”) as of January [removed: 26, 2025] [added: 25, 2026] and January [removed: 28, 2024,] [added: 26, 2025,] and the related consolidated statements of income, comprehensive income, shareholders' [removed: equity] [added: equity,] and cash flows for each of the three years in the period ended January [removed: 26, 2025,] [added: 25, 2026,] 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: 26, 2025,] [added: 25, 2026,] 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: 26, 2025] [added: 25, 2026] and January [removed: 28, 2024,] [added: 26, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 26, 2025] [added: 25, 2026] 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: 26, 2025,] [added: 25, 2026,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Notes 1, [removed: 9] [added: 9,] and 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.

Most of the Company’s inventory provisions relate to excess quantities of products, based on the Company’s inventory levels and future product purchase commitments compared to assumptions about future demand [removed: and] [added: including the impact of] market [removed: conditions.][added: conditions such as regulatory export restrictions on their products.]

As of January [removed: 26, 2025,] [added: 25, 2026,] the Company’s consolidated inventories balance was [removed: $10.1] [added: $21.4] billion and the Company’s consolidated outstanding inventory purchase and long-term supply and capacity obligations balance was [removed: $30.8] [added: $95.2] billion, of which a significant portion relates to inventory purchase obligations.

[removed: /s/ PricewaterhouseCoopers] [added: /s/PricewaterhouseCoopers] LLP

| | | | Jan [removed: 26, 2025] [added: 25, 2026] | | | | | | Jan [removed: 28, 2024] [added: 26, 2025] | | | | | | Jan [removed: 29, 2023] [added: 28, 2024] | | |

| Revenue | | | $ | [removed: 130,497] [added: 215,938] | | | | | $ | [removed: 60,922] [added: 130,497] | | | | | $ | [removed: 26,974] [added: 60,922] | |

| Cost of revenue | | | [removed: 32,639] [added: 62,475] | | | | | | [removed: 16,621] [added: 32,639] | | | | | | [removed: 11,618] [added: 16,621] | | |

| Gross profit | | | [removed: 97,858] [added: 153,463] | | | | | | [removed: 44,301] [added: 97,858] | | | | | | [removed: 15,356] [added: 44,301] | | |

| Research and development | | | [removed: 12,914] [added: 18,497] | | | | | | [removed: 8,675] [added: 12,914] | | | | | | [removed: 7,339] [added: 8,675] | | |

| Sales, general and administrative | | | [removed: 3,491] [added: 4,579] | | | | | | [removed: 2,654] [added: 3,491] | | | | | | [removed: 2,440] [added: 2,654] | | |

| Total operating expenses | | | [removed: 16,405] [added: 23,076] | | | | | | [removed: 11,329] [added: 16,405] | | | | | | [removed: 11,132] [added: 11,329] | | |

| Operating income | | | [removed: 81,453] [added: 130,387] | | | | | | [removed: 32,972] [added: 81,453] | | | | | | [removed: 4,224] [added: 32,972] | | |

| Interest income | | | [removed: 1,786] [added: 2,300] | | | | | | [removed: 866] [added: 1,786] | | | | | | [removed: 267] [added: 866] | | |

| Interest expense | | | [removed: (247)] [added: (259)] | | | | | | [removed: (257)] [added: (247)] | | | | | | [removed: (262)] [added: (257)] | | |

| [removed: Other,] [added: Other income,] net | | | [removed: 1,034] [added: 9,022] | | | | | | [removed: 237] [added: 1,034] | | | | | | [removed: (48)] [added: 237] | | |

| [removed: Other income (expense),] [added: Total other income,] net | | | [removed: 2,573] [added: 11,063] | | | | | | [removed: 846] [added: 2,573] | | | | | | [removed: (43)] [added: 846] | | |

| Income before income tax | | | [removed: 84,026] [added: 141,450] | | | | | | [removed: 33,818] [added: 84,026] | | | | | | [removed: 4,181] [added: 33,818] | | |

| Income tax expense [removed: (benefit)] | | | [removed: 11,146] [added: 21,383] | | | | | | [removed: 4,058] [added: 11,146] | | | | | | [removed: (187)] [added: 4,058] | | |

| Net income | | | $ | [removed: 72,880] [added: 120,067] | | | | | $ | [removed: 29,760] [added: 72,880] | | | | | $ | [removed: 4,368] [added: 29,760] | |

| Basic | | | $ | [removed: 2.97] [added: 4.93] | | | | | $ | [removed: 1.21] [added: 2.97] | | | | | $ | [removed: 0.18] [added: 1.21] | |

| Diluted | | | $ | [removed: 2.94] [added: 4.90] | | | | | $ | [removed: 1.19] [added: 2.94] | | | | | $ | [removed: 0.17] [added: 1.19] | |

| Basic | | | [removed: 24,555] [added: 24,359] | | | | | | [removed: 24,690] [added: 24,555] | | | | | | [removed: 24,870] [added: 24,690] | | |

| Diluted | | | [removed: 24,804] [added: 24,514] | | | | | | [removed: 24,940] [added: 24,804] | | | | | | [removed: 25,070] [added: 24,940] | | |

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

| Net change in unrealized gain (loss) | | | [removed: 1] [added: 43] | | | | | | [removed: 80] [added: —] | | | | | | [removed: (31)] [added: (10)] | | |

| Net change in unrealized gain [removed: (loss)] | | | [removed: 1] [added: 107] | | | | | | [removed: 80] [added: 1] | | | | | | [removed: (30)] [added: 80] | | |

| Other comprehensive [removed: income (loss),] [added: income,] net of tax | | | [removed: 1] [added: 150] | | | | | | [removed: 70] [added: 1] | | | | | | [removed: (32)] [added: 70] | | |

February 25, 2026

| Net income | | | $ | 120,067 | | | | | $ | 72,880 | | | | | $ | 29,760 | |

| | | | Jan 25, 2026 | | | | | | Jan 26, 2025 | | |

| Issuance of common stock | | | 160 | | | | | | — | | | | | | 644 | | | | | | — | | | | | | — | | | | | | 644 | | |

| Shares repurchased | | | (282) | | | | | | — | | | | | | (230) | | | | | | — | | | | | | (40,158) | | | | | | (40,388) | | |

| Fair value of partially vested equity awards assumed in connection with acquisitions | | | — | | | | | | — | | | | | | 28 | | | | | | — | | | | | | — | | | | | | 28 | | |

| Balances as of Jan 25, 2026 | | | 24,304 | | | | | | $ | 24 | | | | | $ | 10,118 | | | | | $ | 178 | | | | | $ | 146,973 | | | | | $ | 157,293 | |

| Net income | | | $ | 120,067 | | | | | $ | 72,880 | | | | | $ | 29,760 | |

| Groq, Inc. | | | (13,000) | | | | | | — | | | | | | — | | |

| Payments related to employee stock plan taxes | | | (7,948) | | | | | | (6,930) | | | | | | (2,783) | | |

Non-marketable equity securities, previously presented within other assets, were reclassified to be presented separately on our consolidated balance sheets and had no impact to total assets or consolidated statement of cash flows.

Fiscal year 2027 will be a 53-week year with the fourth quarter consisting of 14 weeks.

[Table of Contents](#i82ea215a7c1f4862b6518f1348ddc832_7)

Our estimates of deferred tax assets and liabilities may change

[Table of Contents](#i82ea215a7c1f4862b6518f1348ddc832_7)

Financial instruments measured and disclosed at fair value are classified and disclosed based on the observability of inputs used in the determination of fair value as follows:

- Level 1: Observable inputs such as quoted prices in active markets.

- Level 2: Observable inputs other than Level 1 prices, such as quoted prices in less active markets or model-derived valuations that are observable either directly or indirectly.

[Table of Contents](#i82ea215a7c1f4862b6518f1348ddc832_7)

- Level 3: Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities.

We combine lease and non-lease components for offices and data centers in determining the operating lease assets and liabilities.

We allocate goodwill to reporting units based on the expected benefit from the business combination.

Goodwill impairments were not identified for the periods presented.

[Table of Contents](#i82ea215a7c1f4862b6518f1348ddc832_7)

in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method.

The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination.

The Company assesses its investments for significant influence to determine the appropriate method of accounting, including application of the equity method.

Equity method investments were not material.

[Table of Contents](#i82ea215a7c1f4862b6518f1348ddc832_7)

Note 2 - Groq

In December 2025, we entered into a non‑exclusive license agreement with Groq, Inc., or Groq, for its language processing unit technology and hired certain Groq employees.

No customer contracts, existing products, or equity interests were purchased.

We recorded $14.4 billion of goodwill and a $2.5 billion developed technology intangible asset, valued using a cost‑to‑recreate methodology with a five‑year useful life.

Goodwill, primarily attributable to the workforce and future development of the licensed technology, was recorded in the Compute & Networking reporting unit.

Total consideration consists of $13.0 billion paid at closing and $4 billion, inclusive of imputed interest, payable within one year included in Accrued and Other Current Liabilities on our Consolidated Balance Sheets.

The goodwill is tax deductible.

Pro forma results of operations have not been presented because the effect was not material.

[Table of Contents](#i82ea215a7c1f4862b6518f1348ddc832_7)

[Table of Contents](#i82ea215a7c1f4862b6518f1348ddc832_7)

| Granted | | | 70 | | | | | | $ | 133.97 | |

February 26, 2025

| Acquisition termination cost | | | — | | | | | | — | | | | | | 1,353 | | |

| Reclassification adjustments for net realized gain included in net income | | | — | | | | | | — | | | | | | 1 | | |

| Net change in unrealized gain | | | 21 | | | | | | 38 | | | | | | 47 | | |

| Reclassification adjustments for net realized loss included in net income | | | (21) | | | | | | (48) | | | | | | (49) | | |

| Net change in unrealized loss | | | — | | | | | | (10) | | | | | | (2) | | |

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

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

| Other assets | | | 6,425 | | | | | | 4,500 | | |

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

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

| Balances as of Jan 30, 2022 | | | 25,064 | | | | | | $ | 26 | | | | | $ | 10,362 | | | | | $ | (11) | | | | | $ | 16,235 | | | | | $ | 26,612 | |

| Issuance of common stock from stock plans | | | 312 | | | | | | — | | | | | | 355 | | | | | | — | | | | | | — | | | | | | 355 | | |

| Shares repurchased | | | (633) | | | | | | (1) | | | | | | (4) | | | | | | — | | | | | | (10,034) | | | | | | (10,039) | | |

| Payments related to tax on restricted stock units | | | (6,930) | | | | | | (2,783) | | | | | | (1,475) | | |

| Cash paid for interest | | | $ | 246 | | | | | $ | 252 | | | | | $ | 254 | |

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.

License and Development Arrangements

Our license and development arrangements with customers typically require significant customization of our IP components.

As a result, we recognize the revenue from the license and the revenue from the development services as a single performance obligation over the period in which the development services are performed.

We measure progress to completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each project.

If a loss on an arrangement becomes probable during a period, we record a provision for such loss in that period.

Software Licensing

Our software licenses provide our customers with a right to use the software when it is made available to the customer.

Customers may purchase either perpetual licenses or subscriptions to licenses, which differ mainly in the duration over which the customer benefits from the software.

Software licenses are frequently sold along with support, which includes the right to receive, on a when-and-if available basis, future unspecified software updates and upgrades.

Revenue from software licenses is recognized up front when the software is made available to the customer.

Software support revenue is recognized ratably over the service period, or as services are performed.

Cloud Services

Cloud services, which allow customers to use hosted software and hardware infrastructure without taking possession of the software or hardware, are provided on a subscription basis or a combination of subscription plus usage.

Revenue related to subscription-based cloud services is recognized ratably over the contract period.

Revenue related to cloud services based on usage is recognized as usage occurs.

Cloud services are typically sold on a standalone basis, but certain offerings may be sold with hardware and/or software and related support.

investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will record the loss.

sell the securities before recovery of its amortized cost basis.

For fair value hedges, the gains or losses are recognized in earnings in the periods of change together with the offsetting losses or gains on the hedged items attributed to the risk being hedged.

The quantitative impairment test considers both the income approach and the market approach to estimate a reporting unit’s fair value.

The income and market valuation approaches consider factors that include, but are not limited to, prospective financial information, growth rates, residual values, discount rates and comparable multiples from publicly traded companies in our industry and require us to make certain assumptions and estimates regarding industry economic factors and the future profitability of our business.

Recently Adopted Accounting Pronouncement

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: 26, 2025.][added: 25, 2026.]

| /s/ JEN-HSUN HUANG | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ COLETTE M. KRESS | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ DONALD ROBERTSON | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ TENCH COXE | | | Director | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ JOHN O. DABIRI | | | Director | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ DAWN HUDSON | | | Director | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ HARVEY C. JONES | | | Director | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ MELISSA B. LORA | | | Director | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ STEPHEN C. NEAL | | | Director | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ A. BROOKE SEAWELL | | | Director | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ AARTI SHAH | | | Director | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ MARK A. STEVENS | | | Director | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ ROBERT K. BURGESS | | | Director | | | February 26, 2025 | | |

| Robert K. Burgess | | | | | | | | |

| /s/ PERSIS S. DRELL | | | Director | | | February 26, 2025 | | |

| Persis S. Drell | | | | | | | | |

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

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