Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On February 2, 2026, the Company closed its acquisition of Celestial AI, Inc.
−Removed: and issued an aggregate of 24,523,632 shares of the Company’s common stock in an unregistered transaction.
−Removed: The Common Stock was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
−Removed: The Company may also issue additional shares of Common Stock upon satisfaction of certain revenue milestones as described in the Company’s Current Report on Form 8‑K/A filed on February 2, 2026.
−Removed: On February 10, 2026, in connection with the Company’s acquisition of XConn Technologies the Company issued 2,263,077 shares of Common Stock in an unregistered transaction.
−Removed: The Common Stock was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
−Removed: On March 31, 2026, the Company completed the issuance and sale of 2,000,000 shares of the Company’s Series A Convertible Preferred Stock to NVIDIA Corporation, pursuant to a Securities Purchase Agreement, dated as of March 31, 2026, between NVIDIA and the Company.
−Removed: The shares of Series A Preferred Stock are initially convertible in the aggregate into a maximum of 21,778,000 shares of the Company’s common stock.
−Removed: The shares of Series A Preferred Stock were issued and sold to NVIDIA in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.
+Added: There were no sales of unregistered equity securities during the three months ended August 1, 2026.
+Added: On August 18, 2026, the Company issued a warrant (the “Warrant”) to a customer to purchase up to an aggregate of 58,970,907 shares of the Company's common stock at an exercise price of $206.58 per share, in connection with a commercial agreement between the Company and the customer relating to the development of custom semiconductor products (the “Commercial Agreement”).
+Added: The Warrant was issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
+Added: The foregoing description is qualified in its entirety by reference to the description of the Warrant contained in Item 3.02 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2026 (the “Warrant 8-K”), and by reference to the full text of the Warrant filed as Exhibit 4.1 to the Warrant 8-K, each of which is incorporated herein by reference.
+Added: For additional information regarding the Warrant.
+Added: See “Note 15 - Subsequent Events” for more information.
Issuer Purchases of Equity Securities
−Removed: The following table presents details of our stock repurchases during the three months ended May 2, 2026 (in millions, except per share data):
+Added: The following table presents details of our stock repurchases during the three months ended August 1, 2026 (in millions, except per share data):
Period (1) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs (2)
−Removed: February 1, 2026 to February 28, 2026 — $ — — $ 5,534.5
−Removed: March 1, 2026 to March 28, 2026 — $ — — $ 5,534.5
−Removed: March 29, 2026 to May 2, 2026 1.4 $ 146.58 1.4 $ 5,334.5
+Added: May 3, 2026 to May 30, 2026 1.1 $ 176.24 1.1 $ 5,100.0
+Added: May 31, 2026 to June 27, 2026 — $ — — $ 5,100.0
+Added: June 28, 2026 to August 1, 2026 — $ — — $ 5,100.0
Total 1.1 1.1
−Removed: (1) The monthly periods presented above for the three months ended May 2, 2026, are based on our fiscal accounting periods which follow a quarterly 4-4-5 week fiscal accounting period.
+Added: (1) The monthly periods presented above for the three months ended August 1, 2026, are based on our fiscal accounting periods which follow a quarterly 4-4-5 week fiscal accounting period.
(2) On September 24, 2025, the Company’s Board of Directors authorized a $5.0 billion addition to the balance of its existing stock repurchase program (collectively, the Stock Repurchase Program), increasing the total repurchase authority to $9.7 billion.
The Company's stock repurchase program commenced in fiscal 2017, and has no fixed expiration.
−Removed: Our existing stock repurchase program had approximately $5.3 billion of repurchase authority remaining as of May 2, 2026.
+Added: Our existing stock repurchase program had approximately $5.1 billion of repurchase authority remaining as of August 1, 2026.
We intend to effect stock repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.