What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-21 · 319 added, 294 removed, 1029 unchanged (37% of the section changed)

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Disclosure Controls and Procedures

Based on their evaluation as of January 28, 2024, 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.

Based on their evaluation as of January 26, 2025, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable 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.

Management’s Annual Report on Internal Control Over Financial Reporting

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

In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of our

existing core financial systems.

In fiscal year 2022, we began an upgrade of our ERP system, which will update much of our existing core financial systems.

The ERP system is designed to accurately maintain our financial records used to report operating results.

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Other Information

On December 18, 2023 , John O.

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

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

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

Aarti Shah Director Termination November 25, 2024 29,000 *

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

Dabiri Director Adoption December 9, 2024 3,396 **

December 2, 2025

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

No shares were sold under the plan prior to termination.

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

The number of shares is based on an estimate because the plan specifies a formulaic dollar amount of shares to be sold.

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

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 2024 Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and is hereby incorporated by reference.

Code of Conduct

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The contents of our website are not a part of this Annual Report on Form 10-K.

Insider Trading Policy

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

Executive Compensation

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

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

Financial Statements

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Cash flow hedges:

Net change in unrealized gain (loss) 38 47 ( 43 )

Reclassification adjustments for net realized gain (loss) included in net income ( 48 ) ( 49 ) 29

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 )

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Additional paid-in capital 11,237 13,109

Accumulated other comprehensive income (loss) 27 ( 43 )

Accumulated other comprehensive income 28 27

Retained earnings 68,038 29,817

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Consolidated Statements of Shareholders' Equity

Outstanding Additional Paid-in Treasury Accumulated Other Comprehensive Retained Total Shareholders'

Shares Amount Capital Stock Income (Loss) Earnings Equity

Outstanding Additional Paid-in Accumulated Other Comprehensive Retained Total Shareholders'

Shares Amount Capital Income (Loss) Earnings Equity

(In millions, except per share data)

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

Balances as of Jan 30, 2022

25,064 $ 26 $ 10,362 $ ( 11 ) $ 16,235 $ 26,612

Net income — — — — 4,368 4,368

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Tax withholding related to vesting of restricted stock units ( 82 ) — ( 1,475 ) — — ( 1,475 )

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

Cash dividends declared and paid ($ 0.016 per common share)

— — — — ( 398 ) ( 398 )

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

Stock-based compensation — — 2,710 — — 2,710

Retirement of Treasury Stock

Balances as of Jan 29, 2023

24,661 25 11,948 ( 43 ) 10,171 22,101

Balances, Jan 30, 2022 2,506 3 10,385 — ( 11 ) 16,235 26,612

Net income — — — — 29,760 29,760

Other comprehensive loss — — — — ( 32 ) — ( 32 )

Other comprehensive income — — — 70 — 70

Issuance of common stock from stock plans 265 — 403 — — 403

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Stock-based compensation — — 3,568 — — 3,568

Balances, Jan 29, 2023 2,466 2 11,971 — ( 43 ) 10,171 22,101

Balances as of Jan 28, 2024

24,643 25 13,109 27 29,817 42,978

Net income — — — — 72,880 72,880

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Stock-based compensation — — 4,757 — — 4,757

Balances, Jan 28, 2024 2,464 $ 2 $ 13,132 $ — $ 27 $ 29,817 $ 42,978

Balances as of Jan 26, 2025

24,477 $ 24 $ 11,237 $ 28 $ 68,038 $ 79,327

See accompanying Notes to the Consolidated Financial Statements.

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Deferred income taxes ( 4,477 ) ( 2,489 ) ( 2,164 )

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

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

Acquisition termination cost — — 1,353

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Proceeds from sales of marketable securities 495 50 1,806

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

Purchases of marketable securities ( 26,575 ) ( 18,211 ) ( 11,897 )

Purchases related to property and equipment and intangible assets ( 3,236 ) ( 1,069 ) ( 1,833 )

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

Acquisitions, net of cash acquired ( 1,007 ) ( 83 ) ( 49 )

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

Other 22 ( 124 ) —

Net cash provided by (used in) investing activities ( 20,421 ) ( 10,566 ) 7,375

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Principal payments on property and equipment and intangible assets ( 129 ) ( 74 ) ( 58 )

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

Other — ( 1 ) ( 2 )

Net cash provided by (used in) financing activities ( 13,633 ) ( 11,617 ) 1,865

Net cash used in financing activities ( 42,359 ) ( 13,633 ) ( 11,617 )

Change in cash and cash equivalents 1,309 3,891 1,399

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All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.

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

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

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

We operate on a 52- or 53-week year, ending on the last Sunday in January.

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Actual results could differ materially from our estimates.

On an on-going basis, we evaluate our estimates, including those related to revenue recognition, cash equivalents and marketable securities, accounts receivable, inventories and product purchase commitments, income taxes, goodwill, stock-based compensation, litigation, investigation and settlement costs, restructuring and other charges, property, plant, and equipment, and other contingencies.

On an on-going basis, we evaluate our estimates, including those related to accounts receivable, cash equivalents and marketable securities, goodwill, income taxes, inventories and product purchase commitments, investigation and settlement costs, litigation, non-marketable equity securities, other contingencies, property, plant, and equipment, restructuring and other charges, revenue recognition, and stock-based compensation.

These estimates are based on historical facts and various other assumptions that we believe are reasonable.

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

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

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

Revenue Recognition

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and (5) recognition of revenue when, or as, we satisfy a performance obligation.

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

Product Sales Revenue

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However, if product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional sales return allowances are required to accurately reflect our estimated exposure for product returns.

Our customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in various target markets, and marketing development funds, or MDFs, which represent monies paid to our partners that are earmarked for market segment development and are designed to support our partners’ activities while also promoting NVIDIA products.

Our customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in various target markets, and MDFs which represent monies paid to our partners that are earmarked for market segment development and are designed to support our partners’ activities while also promoting NVIDIA products.

We account for customer programs as a reduction to revenue and accrue for such programs for potential rebates and MDFs based on the amount we expect to be claimed by customers.

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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 the right to receive, on a when-and-if available basis, future unspecified software updates and upgrades.

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.

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We account for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract.

We allocate the total transaction price to each distinct performance obligation in a multiple performance obligations arrangement on a relative standalone selling price basis.

We allocate the total transaction price to each distinct performance obligation in an arrangement with multiple performance obligations on a relative standalone selling price basis.

The standalone selling price reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers.

When determining standalone selling price, we maximize the use of observable inputs.

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

Product Warranties

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Stock-based Compensation

We use the closing trading price of our common stock on the date of grant, minus a dividend yield discount, as the fair value of awards of restricted stock units, or RSUs, and performance stock units that are based on our corporate financial performance targets, or PSUs.

We use a Monte Carlo simulation on the date of grant to estimate the fair value of performance stock units that are based on market conditions, or market-based PSUs.

The compensation expense for RSUs and market-based PSUs is recognized using a straight-line attribution method over the requisite employee service period while compensation expense for PSUs is recognized using an accelerated amortization model.

We use the closing trading price of our common stock on the date of grant, minus a dividend yield discount, as the fair value of awards of restricted stock units, or RSUs, and performance stock units, or PSUs, that are based on our corporate financial performance targets.

We use a Monte Carlo simulation on the date of grant to estimate the fair value of PSUs that are based on our stock performance compared to market performance, or market-based PSUs.

We estimate the fair value of shares to be issued under our employee stock purchase plan, or ESPP, using the Black-Scholes model at the commencement of an offering period in March and September of each year.

Stock-based compensation for our ESPP is expensed using an accelerated amortization model.

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

Forfeitures are estimated based on historical experience.

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

Litigation, Investigation and Settlement Costs

We currently, are, and will likely continue to be subject to claims, litigation, and other actions, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, commercial disputes, goods and services offered by us and by third parties, and other matters.

There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions

There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments.

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

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

If information becomes available that causes us to determine that a loss in any of our pending litigation, investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will record the loss in accordance with U.S.

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

However, the actual liability in any such litigation or investigation may be materially different from our estimates, which could require us to record additional costs.

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

Foreign Currency Remeasurement

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We consider all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents.

Marketable securities consist of highly liquid debt investments with maturities of greater than three months when purchased.

We currently classify our investments as current based on the nature of the investments and their availability for use in current operations.

We classify our cash equivalents and marketable securities related to debt securities at the date of acquisition as available-for-sale.

Marketable securities consist of highly liquid debt investments with maturities of greater than three months when purchased and publicly-held equity securities.

We classify these investments as current based on the nature of the investments and their availability for use in current operations.

We classify our cash equivalents and marketable debt securities at the date of acquisition as available-for-sale.

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

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Realized gains and losses on the sale of marketable securities are determined using the specific-identification method and recorded in the Other income (expense), net, section of our Consolidated Statements of Income.

Available-for-sale debt investments are subject to a periodic impairment review.

If the estimated fair value of available-for-sale debt securities is less than its amortized cost basis, we determine if the difference, if any, is caused by expected credit losses and write-down the amortized cost basis of the securities if it is more likely than not we will be required or

Available-for-sale debt securities are subject to impairment review.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

we intend to sell the securities before recovery of its amortized cost basis.

sell the securities before recovery of its amortized cost basis.

Allowances for credit losses and write-downs are recognized in the Other income (expense), net section of our Consolidated Statements of Income.

Publicly-held equity securities have readily determinable fair values with changes in fair value recorded in Other income (expense), net.

Fair Value of Financial Instruments

The carrying value of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their relatively short maturities as of January 26, 2025 and January 28, 2024.

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

Fair value of the marketable securities is determined based on quoted market prices.

Marketable debt and equity securities are reported at fair value based on quoted market prices.

Derivative instruments are recognized as either assets or liabilities and are measured at fair value.

The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

For derivative instruments designated as 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.

For derivative instruments designated as cash-flow hedges, the effective portion of the gains or losses on the derivatives is initially reported as a component of other comprehensive income or loss and is subsequently recognized in earnings when the hedged exposure is recognized in earnings.

For derivative instruments not designated for hedge accounting, changes in fair value are recognized in earnings.

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.

For derivative instruments designated as accounting hedges, the effective portion of the gains or losses on the derivatives is initially reported as a component of other comprehensive income or loss and is subsequently recognized in earnings when the hedged exposure is recognized in earnings.

For derivative instruments not designated as accounting hedges, changes in fair value are recognized in earnings.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, marketable securities, and accounts receivable.

Our investment policy requires the purchase of highly-rated fixed income securities, the diversification of investment type and credit exposures, and includes certain limits on our portfolio duration.

We perform ongoing credit evaluations of our customers’ financial condition and maintain an allowance for potential credit losses.

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Property and equipment are stated at cost less accumulated depreciation.

Depreciation of property and equipment is computed using the straight-line method based on the estimated useful lives of the assets of three to seven years .

Depreciation of property and equipment is computed using the straight-line method based on the estimated useful lives of the assets of two to seven years .

Once an asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded.

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Lease expense is recognized on a straight-line basis over the lease term.

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

NVIDIA Corporation and Subsidiaries

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Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.

Investments in Non-Affiliated Entities

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

Marketable equity securities have readily determinable fair values with changes in fair value recorded in other income (expense), net.

Non-marketable equity securities include investments that do not have a readily determinable fair value.

The investments that do not have readily determinable fair value are measured at cost minus impairment, if any, and are adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer, or the measurement alternative.

Non-Marketable Equity Securities

Non-marketable equity securities consist of investments in privately-held companies that do not have a readily determinable fair value.

These investments are measured at cost minus impairment, if any, and are adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer, or the measurement alternative.

Fair value is based upon observable inputs in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity.

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Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncement

In November 2023, the Financial Accounting Standards Board, or FASB, issued a new accounting standard requiring disclosures of significant expenses in operating segments.

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

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

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board, or FASB, issued a new accounting standard to provide for additional disclosures about significant expenses in operating segments.

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

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

In December 2023, the FASB issued a new accounting standard which provides for new and changes to income tax disclosures including disaggregation of the rate reconciliation and income taxes paid disclosures.

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

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

We expect to adopt this standard in our annual period beginning fiscal year 2026.

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

In December 2023, the FASB issued a new accounting standard which includes new and updated income tax disclosures, including disaggregation of information in the rate reconciliation and income taxes paid.

We expect to adopt this standard in our fiscal year 2026 annual report.

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

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

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

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

Note 2 - Business Combination

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We recorded an acquisition termination cost of $ 1.4 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing.

Note 3 - Leases

Our lease obligations primarily consist of operating leases for our headquarters complex, domestic and international office facilities, and data center space, with lease periods expiring between fiscal years 2025 and 2035.

Future minimum lease payments under our non-cancelable operating leases as of January 28, 2024, are as follows:

Operating Lease Obligations

(In millions)

2030 and thereafter 288

Less imputed interest 192

Present value of net future minimum lease payments 1,347

Less short-term operating lease liabilities 228

Long-term operating lease liabilities $ 1,119

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

Operating lease expenses for fiscal years 2024, 2023, and 2022 were $ 269 million, $ 193 million, $ 168 million, respectively.

Short-term and variable lease expenses for fiscal years 2024, 2023, and 2022 were not significant.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Other information related to leases was as follows:

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

Supplemental cash flows information

Operating cash flows used for operating leases $ 286 $ 184 $ 154

Operating lease assets obtained in exchange for lease obligations $ 531 $ 358 $ 266

As of January 28, 2024, our operating leases had a weighted average remaining lease term of 6.1 years and a weighted average discount rate of 3.76 %.

As of January 29, 2023, our operating leases had a weighted average remaining lease term of 6.8 years and a weighted average discount rate of 3.21 %.

Note 3 - Stock-Based Compensation

Our stock-based compensation expense is associated with RSUs, performance stock units based on our corporate financial performance targets, or PSUs, performance stock units based on market conditions, or market-based PSUs, and our ESPP.

Our Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to inventory, as follows:

Stock-based compensation expense is associated with RSUs, PSUs, market-based PSUs, and our ESPP.

Consolidated Statements of Income include stock-based compensation expense, net of amounts capitalized into inventory and subsequently recognized to cost of revenue, as follows:

Jan 26, 2025 Jan 28, 2024 Jan 29, 2023

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Stock-based compensation capitalized in inventories was not significant during fiscal years 2025, 2024, and 2023.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

The following is a summary of equity awards granted under our equity incentive plans:

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Weighted average grant-date fair value per share $ 8.61 $ 6.99 $ 5.19

As of January 28, 2024, there was $ 8.6 billion of aggregate unearned stock-based compensation expense.

This amount is expected to be recognized over a weighted average period of 2.5 years for RSUs, PSUs, and market-based PSUs, and 0.8 years for ESPP.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

As of January 26, 2025, aggregate unearned stock-based compensation expense was $ 11.6 billion, which is expected to be recognized over a weighted average period of 2.2 years for RSUs, PSUs, and market-based PSUs, and one year for ESPP.

The fair value of shares issued under our ESPP have been estimated with the following assumptions:

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For awards granted, we use the dividend yield at grant date.

Our RSU, PSU, and market-based PSU awards are not eligible for cash dividends prior to vesting;

Our RSUs, PSUs, and market-based PSUs are not eligible for cash dividends prior to vesting;

therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield.

Forfeitures are estimated based on historical experience.

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

Equity Incentive Program

We grant or have granted stock options, RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans.

We grant RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans.

In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs.

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Only our employees may receive incentive stock options.

As of January 28, 2024, up to 37 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan.

Currently, we grant RSUs, PSUs and market-based PSUs under the 2007 Plan, under which, as of January 28, 2024, there were 147 million shares available for future grants.

Subject to certain exceptions, RSUs granted to employees vest (A) over a four-year period, subject to continued service, with 25 % vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25 % vesting quarterly thereafter, (B) over a three-year period, subject to continued service, with 40 % vesting on a pre-determined date that is close to the anniversary of the date of grant and 7.5 % vesting quarterly thereafter, or (C) over a four-year period, subject to continued service, with 6.25 % vesting quarterly.

PSUs vest over a four-year period, subject to continued service, with 25 % vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25 % vesting quarterly thereafter.

Market-based PSUs vest 100 % on about the three-year anniversary of the date of grant.

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

As of January 26, 2025, up to 274 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan, and 1.4 billion shares were available for future grants.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Subject to certain exceptions, RSUs vest generally over four years subject to continued service.

PSUs vest over four years , subject to continued service and performance conditions.

Market-based PSUs vest on the third anniversary of the date of grant subject to market conditions.

However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.

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Employees who participate in the 2012 Plan may have up to 15 % of their earnings withheld to purchase shares of common stock.

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

The Board may decrease this percentage at its discretion.

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The price of common stock purchased under our 2012 Plan will be equal to 85 % of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering.

As of January 28, 2024, we had 227 million shares reserved for future issuance under the 2012 Plan.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

As of January 26, 2025, we had 2.2 billion shares reserved for future issuance under the 2012 Plan.

Equity Award Activity

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RSUs, PSUs and Market-based PSUs Outstanding

Number of Shares Weighted Average Grant-Date Fair Value

Number of Shares Weighted Average Grant-Date Fair Value Per Share

(In millions, except per share data)

Balances, Jan 29, 2023 45 $ 158.45

Balance as of Jan 28, 2024

Granted 89 $ 87.99

Vested restricted stock ( 21 ) $ 148.56

Vested ( 173 ) $ 24.89

Canceled and forfeited ( 9 ) $ 32.10

Balances, Jan 28, 2024 37 $ 245.94

Balance as of Jan 26, 2025

Vested and expected to vest after Jan 26, 2025

As of January 28, 2024 and January 29, 2023, there were 147 million and 160 million shares, respectively, of common stock available for future grants under our equity incentive plans.

As of January 26, 2025 and January 28, 2024, there were 1.4 billion and 1.5 billion shares, respectively, of common stock available for future grants under our equity incentive plans.

The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 26, 2025, January 28, 2024, and January 29, 2023, was $ 15.1 billion, $ 8.2 billion, and $ 4.3 billion, respectively.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 4 - Net Income Per Share

9 unchanged sentences

Diluted (2) $ 2.94 $ 1.19 $ 0.17

Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive

(1) Calculated as net income divided by basic weighted average shares.

(2) Calculated as net income divided by diluted weighted average shares.

Anti-dilutive equity awards excluded from diluted net income per share

(1) Net income divided by basic weighted average shares.

(2) Net income divided by diluted weighted average shares.

Note 5 - Goodwill

1 unchanged sentence

As of January 28, 2024, the total carrying amount of goodwill was $ 4.4 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ 4.1 billion and $ 370 million, respectively.

Goodwill increased by $ 59 million in fiscal year 2024 from an immaterial acquisition and was allocated to our Compute & Networking reporting unit.

Goodwill increased by $ 758 million in fiscal year 2025 from acquisitions and was allocated to our Compute & Networking reporting unit.

During the fourth quarters of fiscal years 2025, 2024, and 2023, we completed our annual qualitative impairment tests and concluded that goodwill was no t impaired.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 6 - Amortizable Intangible Assets

1 unchanged sentence

Jan 26, 2025 Jan 28, 2024

Amount Accumulated

Amortization Net

Amount Accumulated

Amortization Net

3 unchanged sentences

Total intangible assets $ 3,349 $ ( 2,542 ) $ 807 $ 3,091 $ ( 1,979 ) $ 1,112

(1) During the first quarter of fiscal year 2023, we commenced amortization of a $ 630 million in-process research and development intangible asset related to our acquisition of Mellanox.

Amortization expense associated with intangible assets for fiscal years 2025, 2024, and 2023 was $ 593 million, $ 614 million, and $ 699 million, respectively.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of January 26, 2025:

2 unchanged sentences

2031 and thereafter 92

Total $ 1,112

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 7 - Cash Equivalents and Marketable Securities

Our cash equivalents and marketable securities related to debt securities are classified as “available-for-sale” debt securities.

The following is a summary of cash equivalents and marketable securities:

8 unchanged sentences

Treasury 16,749 42 ( 22 ) 16,769 1,801 14,968

Money market funds 3,760 — — 3,760 3,760 —

Debt securities issued by U.S.

government agencies 2,775 7 ( 5 ) 2,777 — 2,777

Money market funds 3,031 — — 3,031 3,031 —

Certificates of deposit 510 — — 510 294 216

Foreign government bonds 177 — — 177 137 40

Certificates of deposit 97 — — 97 97 —

Total debt securities with fair value adjustments recorded in other comprehensive income 42,062 100 ( 56 ) 42,106 7,866 34,240

Publicly-held equity securities (1) 381 — 381

Total $ 42,062 $ 100 $ ( 56 ) $ 42,487 $ 7,866 $ 34,621

(1) Fair value adjustments on publicly-held equity securities are recorded in net income.

Beginning in the second quarter of fiscal year 2025, publicly-held equity securities from investments in non-affiliated entities included in other assets (long term) were classified in marketable securities on our Consolidated Balance Sheets.

Net unrealized gains on investments in publicly-held equity securities held at period end were $ 163 million for fiscal year 2025.

Net unrealized gains on investments in publicly-held equity securities held at period end were not significant for fiscal years 2024 and 2023.

Net realized gains on investments in publicly-held equity securities sold were $ 88 million for fiscal year 2025, reflecting the difference between the sale proceeds and the carrying value of the equity securities at the beginning of the period or the purchase date, if later.

Realized gains and losses on investments in publicly-held equity securities sold during fiscal years 2024 and 2023 were not significant.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Cost Unrealized

7 unchanged sentences

Treasury 9,517 17 ( 10 ) 9,524 1,315 8,209

Money market funds 3,031 — — 3,031 3,031 —

Debt securities issued by U.S.

government agencies 2,326 8 ( 1 ) 2,333 89 2,244

Money market funds 1,777 — — 1,777 1,777 —

Certificates of deposit 510 — — 510 294 216

Foreign government bonds 174 — — 174 60 114

Total $ 13,112 $ 1 $ ( 58 ) $ 13,055 $ 3,148 $ 9,907

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

The following tables provide the breakdown of unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position:

Total debt securities with fair value changes recorded in other comprehensive income $ 25,684 $ 56 $ ( 16 ) $ 25,724 $ 7,020 $ 18,704

The following tables provide the breakdown of unrealized losses, aggregated by investment category and length of time that individual debt securities have been in a continuous loss position:

Less than 12 Months 12 Months or Greater Total

16 unchanged sentences

Total $ 5,319 $ ( 9 ) $ 1,696 $ ( 7 ) $ 7,015 $ ( 16 )

The gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates.

Net realized gains and losses were not significant for all periods presented.

The amortized cost and estimated fair value of cash equivalents and marketable securities are shown below by contractual maturity.

Gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates.

The amortized cost and estimated fair value of debt securities included in cash equivalents and marketable securities are shown below by contractual maturity.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Jan 26, 2025 Jan 28, 2024

6 unchanged sentences

Total $ 42,062 $ 42,106 $ 25,684 $ 25,724

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 9 - Fair Value of Financial Assets and Liabilities and Investments in Non-Affiliated Entities

The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar assets from active markets.

We review fair value hierarchy classification on a quarterly basis.

Note 8 - Fair Value of Financial Assets and Liabilities and Non-marketable Equity Securities

The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or market prices of similar assets from active markets.

We review fair value classification on a quarterly basis.

Fair Value at

3 unchanged sentences

Money market funds Level 1 $ 3,760 $ 3,031

Publicly-held equity securities Level 1 $ 381 $ —

Corporate debt securities Level 2 $ 18,526 $ 10,152

3 unchanged sentences

government agencies Level 2 $ 2,777 $ 2,333

Certificates of deposit Level 2 $ 510 $ 365

Foreign government bonds Level 2 $ 177 $ 174

Other assets (Investment in non-affiliated entities):

Certificates of deposit Level 2 $ 97 $ 510

Other assets:

Publicly-held equity securities Level 1 $ — $ 225

16 unchanged sentences

Level 2 $ 367 $ 403

3.70 % Notes Due 2060

Level 2 $ 403 $ 410

(1) These liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs.

Investments in Non-Affiliated Entities

Our investments in non-affiliated entities include marketable equity securities, which are publicly traded, and non-marketable equity securities, which are primarily investments in privately held companies.

Our marketable equity securities have readily determinable fair values and are recorded as long-term other assets on our Consolidated Balance Sheets at fair value with changes in fair value recorded in Other income and expense, net on our Consolidated Statements of Income.

Marketable equity securities totaled $ 225 million and $ 11 million as of January 28, 2024 and January 29, 2023, respectively.

The net unrealized and realized gains and losses of investments in marketable securities net were not significant for fiscal years 2024, 2023 and 2022.

Our non-marketable equity securities are recorded in long-term other assets on our Consolidated Balance Sheets.

The carrying value of our non-marketable equity securities totaled $ 1.3 billion and $ 288 million as of January 28, 2024 and January 29, 2023, respectively.

Gains and losses on these investments, realized and unrealized, are recognized in Other income and expense, net on our Consolidated Statements of Income.

(1) Liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs.

Non-marketable Equity Securities

Our non-marketable equity securities are recorded in long-term other assets on our Consolidated Balance Sheets and valued under the measurement alternative.

Gains and losses on these investments, realized and unrealized, are recognized in Other income (expense), net on our Consolidated Statements of Income.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Adjustments to the carrying value of our non-marketable equity securities accounted for under the measurement alternative were as follows:

Adjustments to the carrying value of our non-marketable equity securities during fiscal years 2025 and 2024 were as follows:

Jan 26, 2025 Jan 28, 2024

(In millions)

Carrying amount as of Jan 29, 2023 $ 288

Balance at beginning of period $ 1,321 $ 288

Adjustments related to non-marketable equity securities:

2 unchanged sentences

Impairments and unrealized losses ( 59 ) ( 20 )

Carrying amount as of Jan 28, 2024 $ 1,321

In the fourth quarter of fiscal year 2024, one of our private company investments completed a secondary equity raise that resulted in an unrealized gain of $ 178 million.

Net unrealized gains recognized for the year ended January 28, 2024 for non-marketable investments in non-affiliated entities still held as of January 28, 2024 were $ 174 million.

Net unrealized and realized gains related to non-marketable equity securities were not significant for fiscal years 2023 and 2022.

The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses and impairments related to non-marketable equity securities accounted for under the measurement alternative:

(In millions)

Cumulative gross unrealized gains $ 270

Cumulative gross unrealized losses and impairments ( 45 )

Balance at end of period $ 3,387 $ 1,321

Non-marketable equity securities had cumulative gross unrealized gains of $ 1.1 billion and $ 270 million, and cumulative gross unrealized losses and impairments of $ 105 million and $ 45 million on securities held as of January 26, 2025 and January 28, 2024, respectively.

In the fourth quarter of fiscal year 2025, one of our private company investments completed a secondary equity transaction that resulted in an unrealized gain of $ 565 million.

Note 9 - Balance Sheet Components

Two customers accounted for 24 % and 11 % of our accounts receivable balance as of January 28, 2024.

Two customers accounted for 14 % and 11 % of our accounts receivable balance as of January 29, 2023.

We refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, and system integrators.

We have certain customers that may purchase products directly from NVIDIA and may use either internal resources or third-party system integrators to complete their build.

Two direct customers accounted for 17 % and 16 % of our accounts receivable balance as of January 26, 2025.

Two direct customers accounted for 24 % and 11 % of our accounts receivable balance as of January 28, 2024.

Certain balance sheet components are as follows:

1 unchanged sentence

(In millions)

Inventories (1) :

Raw materials $ 3,408 $ 1,719

2 unchanged sentences

Total inventories (1) $ 10,080 $ 5,282

(1) In fiscal years 2024 and 2023, we recorded an inventory provision of $ 774 million and $ 1.0 billion, respectively, in cost of revenue.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(1) In fiscal years 2025 and 2024, we recorded an inventory provision of $ 1.6 billion and $ 774 million, respectively, in cost of revenue.

Jan 26, 2025 Jan 28, 2024 Estimated

(In millions) (In years)

Property and Equipment:

(In millions) (In years)

Land $ 511 $ 218 (A)

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(C) Construction in process represents assets that are not available for their intended use as of the balance sheet date.

Depreciation expense for fiscal years 2024, 2023, and 2022 was $ 894 million, $ 844 million, and $ 611 million, respectively.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Depreciation expense for fiscal years 2025, 2024, and 2023 was $ 1.3 billion, $ 894 million, and $ 844 million, respectively.

Accumulated amortization of leasehold improvements and finance leases was $ 410 million and $ 400 million as of January 26, 2025 and January 28, 2024, respectively.

1 unchanged sentence

Jan 26, 2025 Jan 28, 2024

Other assets:

Other Assets (Long Term):

(In millions)

Non-marketable equity securities $ 3,387 $ 1,321

Prepaid supply and capacity agreements (1) 1,747 2,458

Investments in non-affiliated entities 1,546 299

Income tax receivable 750 —

Prepaid royalties 340 364

1 unchanged sentence

Total other assets $ 6,425 $ 4,500

(1) As of January 28, 2024 and January 29, 2023, there was an additional $ 2.5 billion and $ 458 million of short-term prepaid supply and capacity agreements included in Prepaid expenses and other current assets, respectively.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(1) Prepaid supply and capacity agreements of $ 3.3 billion and $ 2.5 billion were included in Prepaid expenses and other current assets as of January 26, 2025 and January 28, 2024, respectively.

Jan 26, 2025 Jan 28, 2024

(In millions)

Accrued and Other Current Liabilities:

(In millions)

Customer program accruals $ 4,880 $ 2,081

Excess inventory purchase obligations (1) 2,095 1,655

Deferred revenue (2) 764 354

Accrued payroll and related expenses 675 530

Product warranty and return provisions 1,373 415

Taxes payable 881 296

Accrued payroll and related expenses 848 675

Deferred revenue (2) 837 764

Operating leases 288 228

Unsettled share repurchases 187 117

Licenses and royalties 175 182

Unsettled share repurchases 132 187

Other 228 199

Total accrued and other current liabilities $ 11,737 $ 6,682

(1) In fiscal years 2024 and 2023, we recorded an expense of approximately $ 1.4 billion and $ 1.1 billion, respectively, in cost of revenue for inventory purchase obligations in excess of our current demand projections, supplier charges and for penalties related to cancellations and underutilization.

(2) Deferred revenue primarily includes customer advances and deferrals related to support for hardware and software, license and development arrangements, and cloud services.

$ 233 million and $ 35 million of the balance in fiscal 2024 and 2023 respectively, related to customer advances.

(1) In fiscal years 2025 and 2024, we recorded an expense of approximately $ 2.0 billion and $ 1.4 billion, respectively, in cost of revenue.

(2) Includes customer advances and unearned revenue related to hardware support, software support, cloud services, and license and development arrangements.

The balance as of January 26, 2025 and January 28, 2024 included $ 81 million and $ 233 million of customer advances, respectively.

Jan 26, 2025 Jan 28, 2024

(In millions)

Other Long-Term Liabilities:

(In millions)

Income tax payable (1) $ 2,188 $ 1,361

Deferred income tax 462 247

Deferred revenue (2) 976 573

Deferred income tax 886 462

Licenses payable 116 80

1 unchanged sentence

(1) Income tax payable is comprised of the long-term portion of the one-time transition tax payable, unrecognized tax benefits, and related interest and penalties.

(2) Deferred revenue primarily includes deferrals related to support for hardware and software.

(2) Includes unearned revenue related to hardware support, software support and cloud services.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Deferred Revenue

The following table shows the changes in deferred revenue during fiscal years 2024 and 2023.

The following table shows the changes in short- and long-term deferred revenue during fiscal years 2025 and 2024:

Jan 26, 2025 Jan 28, 2024

1 unchanged sentence

Balance at beginning of period $ 1,337 $ 572

Deferred revenue additions during the period 2,038 830

Revenue recognized during the period ( 1,273 ) ( 760 )

Deferred revenue additions (1) 5,083 2,038

Revenue recognized (2) ( 4,607 ) ( 1,273 )

Balance at end of period $ 1,813 $ 1,337

Revenue recognized during fiscal year 2024 that was included in deferred revenue as of January 29, 2023 was $ 338 million.

Revenue recognized during fiscal year 2023 that was included in deferred revenue as of January 30, 2022 was $ 282 million.

Revenue related to remaining performance obligations represents the contracted license and development arrangements and support for hardware and software.

This includes deferred revenue currently recorded and amounts that will be

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

invoiced in future periods.

Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $ 1.1 billion as of January 28, 2024.

We expect to recognize approximately 40 % of this revenue over the next twelve months and the remainder thereafter.

This excludes revenue related to performance obligations for contracts with a length of one year or less.

(1) Deferred revenue additions includes $ 3.6 billion and $ 783 million related to customer advances for fiscal years 2025 and 2024, respectively.

(2) Revenue recognized includes $ 3.7 billion and $ 585 million related to customer advances for fiscal years 2025 and 2024, respectively.

We recognized revenue of $ 729 million and $ 338 million in fiscal years 2025 and 2024, respectively, that were included in the prior year end deferred revenue balance.

As of January 26, 2025, revenue related to remaining performance obligations from contracts greater than one year in length was $ 1.7 billion, which includes $ 1.6 billion from deferred revenue and $ 151 million which has not yet been billed nor recognized as revenue.

Approximately 39 % of revenue from contracts greater than one year in length will be recognized over the next twelve months .

Note 10 - Derivative Financial Instruments

We enter into foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses.

These contracts are designated as cash flow hedges for hedge accounting treatment.

Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur.

We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities that are denominated in currencies other than the U.S.

These forward contracts were not designated for hedge accounting treatment.

Therefore, the change in fair value of these contracts is recorded in other income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and liabilities, which is also recorded in other income or expense.

The table below presents the notional value of our foreign currency forward contracts outstanding:

We utilize foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses.

The foreign currency forward contracts for operating expenses are designated as accounting hedges.

Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings.

In fiscal years 2025 and 2024, the impact of foreign currency forward contracts designated as accounting hedges on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective.

We also entered into foreign currency forward contracts mitigating the impact of foreign currency movements on monetary assets and liabilities.

For our foreign currency contracts for assets and liabilities, the change in fair value of these non-designated contracts was recorded in other income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and liabilities, which was also recorded in other income or expense.

The table below presents the notional value of our foreign currency contracts outstanding:

Jan 26, 2025 Jan 28, 2024

(In millions)

Designated as cash flow hedges $ 1,168 $ 1,128

Non-designated hedges $ 597 $ 366

The unrealized gains and losses or fair value of our foreign currency forward contracts was not significant as of January 28, 2024 and January 29, 2023.

As of January 28, 2024, all designated foreign currency forward contracts mature within 18 months.

The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months was not significant.

During fiscal years 2024 and 2023, the impact of derivative financial instruments designated for hedge accounting treatment on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective.

Designated as accounting hedges $ 1,424 $ 1,168

Not designated as accounting hedges $ 1,297 $ 597

The unrealized gains and losses or fair value of our foreign currency contracts were not significant as of January 26, 2025 and January 28, 2024.

As of January 26, 2025, all foreign currency contracts mature within 18 months.

The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months were not significant.

NVIDIA Corporation and Subsidiaries

2 unchanged sentences

Long-Term Debt

The carrying value of our outstanding notes, the calendar year of maturity, and the associated interest rates were as follows:

Remaining Term (years) Effective

17 unchanged sentences

35.2 3.73 % 500 500

3.70 % Notes Due 2060

36.2 3.73 % 500 500

Unamortized debt discount and issuance costs ( 37 ) ( 41 )

3 unchanged sentences

(1) In fiscal year 2025, we repaid the 0.584 % Notes Due 2024.

All our notes are unsecured senior obligations.

All existing and future liabilities of our subsidiaries will be effectively senior to the notes.

Our notes are unsecured senior obligations.

Existing and future liabilities of our subsidiaries will be effectively senior to the notes.

Our notes pay interest semi-annually.

We may redeem each of our notes prior to maturity, subject to a make-whole premium as defined in the applicable form of note.

As of January 28, 2024, we were in compliance with the required covenants, which are non-financial in nature, under the outstanding notes.

We may redeem each of our notes prior to maturity, subject to a make-whole premium.

The maturity of the notes is calendar year.

As of January 26, 2025, we complied with the required covenants, which are non-financial in nature, under the outstanding notes.

Commercial Paper

3 unchanged sentences

Purchase Obligations

Our purchase obligations reflect our commitments to purchase components used to manufacture our products, including long-term supply and capacity agreements, certain software and technology licenses, other goods and services and long-lived assets.

As of January 28, 2024, we had outstanding inventory purchase and long-term supply and capacity obligations totaling $ 16.1 billion.

We enter into agreements with contract manufacturers that allow them to procure inventory based upon criteria as defined by us, and in certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed, but these changes may result in the payment of costs incurred through the date of cancellation.

Other non-inventory purchase obligations were $ 4.6 billion, which includes $ 3.5 billion of multi-year cloud service agreements, primarily to support our research and development efforts.

Our purchase obligations reflect our commitment to purchase components used to manufacture our products, including long-term supply and capacity agreements, certain software and technology licenses, other goods and services and long-lived assets.

As of January 26, 2025, we had outstanding inventory purchase and long-term supply and capacity obligations totaling $ 30.8 billion, an increase from the prior year led by commitments, capacity and components for new product introductions, including our new Blackwell architecture.

We enter into agreements with contract manufacturers that allow them to procure inventory based upon our defined criteria, and in certain instances, these agreements are cancellable, able to be rescheduled, or adjustable for our business needs prior to placing firm orders.

Though, changes to these agreements may result in additional costs.

Other non-inventory purchase obligations were $ 14.3 billion, including $ 10.9 billion of multi-year cloud service agreements.

We expect our cloud service agreements to primarily be used to support our research and development efforts, as well as our DGX Cloud offerings.

NVIDIA Corporation and Subsidiaries

6 unchanged sentences

Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was $ 306 million and $ 82 million as of January 28, 2024 and January 29, 2023, respectively.

The estimated product returns and estimated product warranty activity consisted of the following:

The estimated amount of product warranty liabilities was $ 1.3 billion and $ 306 million as of January 26, 2025 and January 28, 2024, respectively.

The estimated product returns and product warranty activity consisted of the following:

Jan 26, 2025 Jan 28, 2024 Jan 29, 2023

18 unchanged sentences

On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023.

On November 21, 2023, NVIDIA filed a motion with the Ninth Circuit for a stay of the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s

On December 5, 2023, the Ninth Circuit granted NVIDIA’s motion to stay the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s final disposition of the matter.

NVIDIA filed a petition for a writ of certiorari on March 4, 2024.

On June 17, 2024, the Supreme Court of the United States granted NVIDIA’s petition for a writ of certiorari.

After briefing and argument, the Supreme

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

resolution of the matter.

On December 5, 2023, the Ninth Circuit granted NVIDIA’s motion to stay the mandate.

NVIDIA’s deadline to file a petition for a writ of certiorari is March 4, 2024.

Court dismissed NVIDIA’s writ of certiorari as improvidently granted on December 11, 2024, and issued judgment on January 13, 2025.

On February 20, 2025, the Ninth Circuit’s judgment, entered August 25, 2023 and corrected August 28, 2023, took effect, and the case was remanded to the district court for further proceedings.

The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action.

On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved.

Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in this derivative matter.

The case has not yet been reopened by the court.

The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand.

2 unchanged sentences

Huang, et al.

1:19-cv-01795-UNA) and Nelson v.

1:19-cv-01798- UNA), remain stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action.

Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in these derivative matters.

1:19-cv-01795-MN) and Nelson v.

1:19-cv-01798-MN), were stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action.

On February 5, 2025, after the Supreme Court issued its judgment dismissing the Company’s petition for writ of certiorari as improvidently granted in the In Re NVIDIA Corporation Securities Litigation action, the district court extended the stay for 30 days while the parties discuss next steps and ordered the parties to file a joint status report by March 7, 2025.

The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand.

7 unchanged sentences

Accounting for Loss Contingencies

As of January 28, 2024, we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable.

Further, except as specifically described above, any possible loss or range of loss in these matters cannot be reasonably estimated at this time.

As of January 26, 2025, there are no accrued contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while reasonably possible, are not probable.

Further, any possible loss or range of loss in these matters cannot be reasonably estimated at this time.

We are engaged in legal actions not described above arising in the ordinary course of business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

31 unchanged sentences

Stock-based compensation ( 2,097 ) ( 2.5 ) % ( 741 ) ( 2.2 ) % ( 309 ) ( 7.4 ) %

Foreign tax rate differential ( 467 ) ( 1.4 ) % ( 83 ) ( 2.0 ) % ( 497 ) ( 5.0 ) %

federal research and development tax credit ( 990 ) ( 1.2 ) % ( 431 ) ( 1.3 ) % ( 278 ) ( 6.6 ) %

Foreign tax rate differential ( 984 ) ( 1.2 ) % ( 467 ) ( 1.4 ) % ( 83 ) ( 2.0 ) %

Acquisition termination cost — — % — — % 261 6.2 %

IP domestication — — % — — % ( 244 ) ( 2.5 ) %

Other ( 6 ) — % ( 117 ) ( 0.3 ) % 33 0.8 %

21 unchanged sentences

Operating lease assets ( 286 ) ( 255 )

Equity investments ( 264 ) ( 60 )

Acquired intangibles ( 70 ) ( 74 )

3 unchanged sentences

Long-term deferred tax liabilities are included in other long-term liabilities on our Consolidated Balance Sheets.

As of January 28, 2024, we intend to indefinitely reinvest approximately $ 1.1 billion and $ 250 million of cumulative undistributed earnings held by certain subsidiaries in Israel and the United Kingdom, respectively.

As of January 26, 2025, we intend to indefinitely reinvest approximately $ 1.4 billion of cumulative undistributed earnings held by certain subsidiaries.

We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amount is not practicable.

As of January 28, 2024 and January 29, 2023, we had a valuation allowance of $ 1.6 billion and $ 1.5 billion, respectively, related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains.

As of both January 26, 2025 and January 28, 2024, we had a valuation allowance of $ 1.6 billion related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains.

To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

Given our current and possible future earnings, we believe that we may release the valuation allowance associated with certain state deferred tax assets in the near term, which would decrease our income tax expense for the period the release is recorded.

The timing and amount of the valuation allowance release could vary based on our assessment of all available information.

As of January 26, 2025, we had U.S.

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As of January 26, 2025, we had federal capital loss carryforwards of $ 1.3 billion that will begin to expire in fiscal year 2028.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other authoritative interpretations thereof, or other facts and circumstances.

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If any such limitations apply, the tax attributes may expire or be denied before utilization.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

A reconciliation of gross unrecognized tax benefits is as follows:

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Decreases in tax positions for prior years ( 88 ) ( 148 ) ( 15 )

Settlements ( 104 ) ( 9 ) ( 8 )

Lapse in statute of limitations ( 27 ) ( 19 ) ( 20 )

Settlements ( 10 ) ( 104 ) ( 9 )

Balance at end of period $ 2,861 $ 1,670 $ 1,238

10 unchanged sentences

As of January 26, 2025, the significant tax jurisdictions that may be subject to examination include the United States for fiscal years after 2021, as well as China, Germany, Hong Kong, India, Israel, Taiwan, and the United Kingdom for fiscal years 2014 through 2024.

As of January 28, 2024, the significant tax jurisdictions for which we are currently under examination include Germany, India, Israel, and Taiwan for fiscal years 2005 through 2023.

As of January 26, 2025, the significant tax jurisdictions for which we are currently under examination include Germany, Hong Kong, India, Israel, and Taiwan for fiscal years 2014 through 2024, and the State of California for fiscal years 2020 to 2022.

Note 14 - Shareholders’ Equity

Capital Return Program

In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $ 25.0 billion, without expiration.

During fiscal year 2024, we repurchased 21 million shares of our common stock for $ 9.7 billion.

As of January 28, 2024, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $ 22.5 billion.

From January 29, 2024 through February 16, 2024, we repurchased 2.8 million shares for $ 1.9 billion pursuant to a Rule 10b5-1 trading plan.

Our share repurchase program aims to offset dilution from shares issued to employees.

On August 26, 2024, our Board of Directors approved an additional $ 50 billion to our share repurchase authorization, without expiration.

In fiscal years 2025 and 2024, we repurchased 310 million and 210 million shares of our common stock for $ 34.0 billion and $ 9.7 billion, respectively.

As of January 26, 2025, we were authorized, subject to certain specifications, to repurchase up to $ 38.7 billion of our common stock.

Our share repurchase program aims to offset dilution from shares issued to employees while maintaining adequate liquidity to meet our operating requirements.

We may pursue additional share repurchases as we weigh market factors and other investment opportunities.

During fiscal years 2024, 2023, and 2022, we paid $ 395 million, $ 398 million, and $ 399 million in cash dividends to our shareholders, respectively.

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

In fiscal year 2022, we retired our existing 349 million treasury shares.

These shares assumed the status of authorized and unissued shares upon retirement.

The excess of repurchase price over par value was allocated between additional paid-in capital and retained earnings, resulting in a reduction in additional paid-in capital by $ 20 million and retained earnings by $ 12.0 billion.

Any future repurchased shares will assume the status of authorized and unissued shares.

From January 27, 2025 through February 21, 2025, we repurchased 29 million shares for $ 3.7 billion pursuant to a pre-established trading plan.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

In fiscal years 2025, 2024, and 2023, we paid cash dividends to our shareholders of $ 834 million, $ 395 million, and $ 398 million, respectively.

The payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our shareholders.

Note 15 - Employee Retirement Plans

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Note 16 - Segment Information

Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an operating segment basis for purposes of making decisions and assessing financial performance.

The Compute & Networking segment includes our Data Center accelerated computing platform;

automotive artificial intelligence, or AI, Cockpit, autonomous driving development agreements, and autonomous vehicle solutions;

electric vehicle computing platforms;

Our Chief Executive Officer is our chief operating decision maker, or CODM, and reviews financial information presented on an operating segment basis for purposes of making decisions and assessing financial performance.

Our CODM assesses operating performance of each segment based on regularly provided segment revenue and segment operating income.

Operating results by segment include costs or expenses directly attributable to each segment, and costs or expenses that are leveraged across our unified architecture and therefore allocated between our two segments.

Our CODM reviews expenses on a consolidated basis, and expenses attributable to each segment are not regularly provided to our CODM.

The Compute & Networking segment includes our Data Center accelerated computing platforms and AI solutions and software;

automotive platforms and autonomous and electric vehicle solutions;

Jetson for robotics and other embedded platforms;

NVIDIA AI Enterprise and other software;

and DGX Cloud.

and DGX Cloud computing services.

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 software for cloud-based visual and virtual computing;

vGPU software for cloud-based visual and virtual computing;

automotive platforms for infotainment systems;

and Omniverse Enterprise software for building and operating 3D internet applications.

Operating results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged across our unified architecture and therefore allocated between our two segments.

The “All Other” category includes the expenses that our CODM does not assign to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance.

The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, intellectual property related, or IP-related costs, acquisition termination cost, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.

and Omniverse Enterprise software for building and operating industrial AI and digital twin applications.

The “All Other” category includes the expenses that are not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance.

The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.

Our CODM does not review any information regarding total assets on a reportable segment basis.

Depreciation and amortization expense directly attributable to each reportable segment is included in operating results for each segment.

However, our CODM does not evaluate depreciation and amortization expense by operating segment and, therefore, it is not separately presented.

There is no intersegment revenue.

There are no intersegment transactions.

The accounting policies for segment reporting are the same as for our consolidated financial statements.

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Revenue $ 116,193 $ 14,304 $ — $ 130,497

Other segment items (1) 33,318 9,219

Operating income (loss) $ 82,875 $ 5,085 $ ( 6,507 ) $ 81,453

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Revenue $ 47,405 $ 13,517 $ — $ 60,922

Other segment items (1) 15,389 7,671

Operating income (loss) $ 32,016 $ 5,846 $ ( 4,890 ) $ 32,972

1 unchanged sentence

Revenue $ 15,068 $ 11,906 $ — $ 26,974

Other segment items (1) 9,985 7,354

Operating income (loss) $ 5,083 $ 4,552 $ ( 5,411 ) $ 4,224

1 unchanged sentence

Notes to the Consolidated Financial Statements

(1) Other segment items for the Compute & Networking and Graphics reportable segments primarily include product costs and inventory provisions, compensation and benefits excluding stock-based compensation expense, compute and infrastructure expenses, and engineering development costs.

Depreciation and amortization expense attributable to our Compute and Networking segment for fiscal years 2025, 2024, and 2023 was $ 732 million, $ 457 million, and $ 377 million, respectively.

Depreciation and amortization expense attributable to our Graphics segment for fiscal years 2025, 2024, and 2023 was $ 372 million, $ 307 million, and $ 315 million, respectively.

Acquisition-related intangible amortization expense is not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance and is included in “All Other”.

Jan 26, 2025 Jan 28, 2024 Jan 29, 2023

(In millions)

Reconciling items included in "All Other" category:

(In millions)

Stock-based compensation expense $ ( 4,737 ) $ ( 3,549 ) $ ( 2,710 )

1 unchanged sentence

Acquisition-related and other costs ( 602 ) ( 583 ) ( 674 )

IP-related and legal settlement costs ( 40 ) ( 23 ) ( 10 )

Restructuring costs and other — ( 54 ) —

Acquisition termination cost — — ( 1,353 )

1 unchanged sentence

Total $ ( 6,507 ) $ ( 4,890 ) $ ( 5,411 )

Revenue by geographic areas is designated based upon the billing location of the customer.

End customer location may be different than our customer’s billing location.

Revenue by geographic areas was as follows :

Revenue by geographic area is based upon the billing location of the customer.

The end customer and shipping location may be different from our customer’s billing location.

Jan 26, 2025 Jan 28, 2024 Jan 29, 2023

Geographic Revenue based upon Customer Billing Location:

(In millions)

United States $ 61,257 $ 26,966 $ 8,292

Singapore (1) 23,684 6,831 2,288

Taiwan 20,573 13,405 6,986

China (including Hong Kong) 17,108 10,306 5,785

Other countries 10,245 5,911 6,910

Other 7,875 3,414 3,623

Total revenue $ 130,497 $ 60,922 $ 26,974

(1) Singapore represented 18 % of fiscal year 2025 total revenue based upon customer billing location.

Customers use Singapore to centralize invoicing while our products are almost always shipped elsewhere.

Shipments to Singapore were less than 2 % of fiscal year 2025 total revenue.

Revenue from sales to customers outside of the United States accounted for 53 %, 56 %, and 69 % of total revenue for fiscal years 2025, 2024, and 2023, respectively.

The increase in revenue to the United States for fiscal year 2024 was primarily due to higher U.S.-based Compute & Networking segment demand.

Sales to one customer represented 13 % of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment.

No customer represented 10% or more of total revenue for fiscal years 2023 and 2022.

The following table summarizes information pertaining to our revenue by each of the specialized markets we serve:

The increase in revenue to the United States for fiscal years 2025 and 2024 was primarily due to higher U.S.-based Compute & Networking segment demand.

We refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, and system integrators.

We have certain customers that may purchase products directly from NVIDIA and may use either internal resources or third-party system integrators to complete their build.

We also have indirect customers, who purchase products through our direct customers;

indirect customers include CSPs, consumer internet companies, enterprises, and public sector entities.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Compute & Networking segment, are presented in the following table:

Jan 26, 2025 Jan 28, 2024

Direct Customer A 12 % *

Direct Customer B 11 % 13 %

Direct Customer C 11 % *

* Less than 10% of total revenue.

No customer represented 10% or more of total revenue for fiscal year 2023.

The following table summarizes revenue by specialized markets:

Jan 26, 2025 Jan 28, 2024 Jan 29, 2023

Revenue by End Market:

(In millions)

Data Center $ 115,186 $ 47,525 $ 15,005

Compute 102,196 38,950 11,317

Networking 12,990 8,575 3,688

Gaming 11,350 10,447 9,067

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Total revenue $ 130,497 $ 60,922 $ 26,974

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

The following table presents summarized information for long-lived assets by country.

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Israel 840 325

Other countries 221 235

Other 336 221

Total long-lived assets $ 6,283 $ 3,914

Note 17 - Leases

Our lease obligations primarily consist of operating leases for our headquarters' campus and domestic and international offices and data centers, with lease periods expiring between fiscal years 2026 and 2037.

Future minimum lease obligations under our non-cancelable lease agreements as of January 26, 2025 were as follows:

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Operating Lease Obligations

(In millions)

2031 and thereafter 537

Less imputed interest 279

Present value of net future minimum lease payments 1,807

Less short-term operating lease liabilities 288

Long-term operating lease liabilities $ 1,519

Between fiscal years 2026 and 2030, we expect to commence leases with future obligations of $ 7.6 billion primarily of data center and office operating leases, with lease terms of 3 to 15.5 years.

Operating lease expenses for fiscal years 2025, 2024, and 2023 were $ 356 million, $ 269 million, and $ 193 million, respectively.

Short-term and variable lease expenses for fiscal years 2025, 2024, and 2023 were not significant.

Other information related to leases was as follows:

Jan 26, 2025 Jan 28, 2024 Jan 29, 2023

(In millions)

Supplemental cash flows information

Operating cash flow used for operating leases $ 313 $ 286 $ 184

Operating lease assets obtained in exchange for lease obligations $ 877 $ 531 $ 358

As of January 26, 2025, our operating leases have a weighted average remaining lease term of 6.5 years and a weighted average discount rate of 4.16 %.

As of January 28, 2024, our operating leases had a weighted average remaining lease term of 6.1 years and a weighted average discount rate of 3.76 %.

NVIDIA Corporation and Subsidiaries

Schedule II – Valuation and Qualifying Accounts

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Exhibit Description Schedule/Form Exhibit Filing Date

2.1 Agreement and Plan of Merger, dated March 10, 2019, by and among NVIDIA Corporation, NVIDIA International Holdings Inc., Mellanox Technologies Ltd.

and Teal Barvaz Ltd.

8-K 2.1 3/11/2019

Share Purchase Agreement, dated September 13, 2020, by and among NVIDIA, NVIDIA Holdings, Arm, SoftBank, and Vision Fund

4 unchanged sentences

8-K 3.1 6/6/2022

3.3 Amendment to Restated Certificate of Incorporation of NVIDIA Corporation

8-K 3.1 6/7/2024

3.4 Bylaws of NVIDIA Corporation, Amended and Restated as of March 12, 2024

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4.6* Description of Securities

10-K 4.6 2/24/2023

4.7 Officers’ Certificate, dated as of March 31, 2020

21 unchanged sentences

10.2+ Amended and Restated 2007 Equity Incentive Plan

10-K 10.2 2/24/2023

10-Q 10.1 8/28/2024

10.3+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2016)

12 unchanged sentences

10-K 10.14 2/24/2023

10.10+ Amended and Restated 2012 Employee Stock Purchase Plan

10.10+ Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2024) (version 1)

10-Q 10.2 5/29/2024

10.11+ Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2024)

10-Q 10.3 5/29/2024

10.12+ Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2024) (version 2)

10-Q 10.1 11/20/2024

10.13+* Amended and Restated 2007 Equity Incentive Plan - Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2025)

10.14+* Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2025)

10.15+* Amended and Restated 2012 Employee Stock Purchase Plan

10.16+ Variable Compensation Plan - Fiscal Year 2024

4 unchanged sentences

8-K 10.1 12/15/2017

19.1* NVIDIA Corporation Insider Trading Policy

21.1* Subsidiaries of Registrant

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97.1+ Compensation Recovery Policy, as amended and restated November 30, 2023

10-K 97.1 2/21/2024

101.INS* XBRL Instance Document

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Donald Robertson

/s/ ROBERT BURGESS Director February 21, 2024

Robert Burgess

/s/ ROBERT K.

BURGESS Director February 26, 2025

/s/ TENCH COXE Director February 26, 2025

DABIRI Director February 26, 2025

/s/ PERSIS DRELL Director February 21, 2024

/s/ PERSIS S.

DRELL Director February 26, 2025

/s/ DAWN HUDSON Director February 26, 2025

3 unchanged sentences

LORA Director February 26, 2025

/s/ MICHAEL MCCAFFERY Director February 21, 2024

Michael McCaffery

/s/ STEPHEN C.

NEAL Director February 26, 2025

PERRY Director February 21, 2024

/s/ ELLEN OCHOA Director February 26, 2025

BROOKE SEAWELL Director February 26, 2025

1 unchanged sentence

/s/ AARTI SHAH Director February 26, 2025

/s/ MARK STEVENS Director February 21, 2024

STEVENS Director February 26, 2025

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.

What changed 10-K

Item 9A. Controls and Procedures