What changed in this filing

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Item 1. Financial Statements

2025-11-19 compared with 2025-08-27 · 184 added, 169 removed, 541 unchanged (39% of the section changed)

3 unchanged sentences

(In millions, except per share data)

Three Months Ended Six Months Ended

Jul 27, 2025 Jul 28, 2024 Jul 27, 2025 Jul 28, 2024

Three Months Ended Nine Months Ended

Oct 26, 2025 Oct 27, 2024 Oct 26, 2025 Oct 27, 2024

Revenue $ 57,006 $ 35,082 $ 147,811 $ 91,166

8 unchanged sentences

Interest expense ( 61 ) ( 61 ) ( 186 ) ( 186 )

Other income (expense), net

2,236 189 2,055 264

Total other income (expense), net

2,766 572 3,039 942

Other income, net 1,363 36 3,418 301

Total other income, net 1,926 447 4,964 1,390

Income before income tax 37,936 22,316 91,052 58,809

11 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

Jul 27, 2025 Jul 28, 2024 Jul 27, 2025 Jul 28, 2024

Three Months Ended Nine Months Ended

Oct 26, 2025 Oct 27, 2024 Oct 26, 2025 Oct 27, 2024

Net income $ 31,910 $ 19,309 $ 77,107 $ 50,789

Other comprehensive income (loss), net of tax

Other comprehensive income, net of tax

Available-for-sale securities:

Net change in unrealized gain (loss) ( 52 ) 150 87 22

Net change in unrealized gain 184 49 270 71

Cash flow hedges:

Change in unrealized gain 31 23 54 20

Change in unrealized gain (loss) ( 28 ) — 27 20

Reclassification adjustments for net realized gain (loss) included in net income 13 ( 2 ) 14 ( 15 )

Net change in unrealized gain 36 15 55 7

Other comprehensive income (loss), net of tax ( 16 ) 165 142 29

Net change in unrealized gain (loss) ( 15 ) ( 2 ) 41 5

Other comprehensive income, net of tax 169 47 311 76

Total comprehensive income $ 32,079 $ 19,356 $ 77,418 $ 50,865

3 unchanged sentences

(In millions)

Jul 27, 2025 Jan 26, 2025

Oct 26, 2025 Jan 26, 2025

Current assets:

16 unchanged sentences

Accrued and other current liabilities 16,452 11,737

Short-term debt 999 —

Total current liabilities 26,075 18,047

15 unchanged sentences

Condensed Consolidated Statements of Shareholders' Equity

Outstanding Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders' Equity

Outstanding Additional Paid-in Capital Accumulated Other Comprehensive Income Retained Earnings Total Shareholders' Equity

Shares Amount

(In millions, except per share data)

Balances as of Apr 27, 2025

Balances as of Jul 27, 2025

24,347 $ 24 $ 11,200 $ 170 $ 88,737 $ 100,131

Net income — — — — 31,910 31,910

Other comprehensive loss — — — ( 16 ) — ( 16 )

Other comprehensive income — — — 169 — 169

Issuance of common stock

42 — 275 — — 275

Tax withholding related to common stock

3 unchanged sentences

— — — — ( 243 ) ( 243 )

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

Stock-based compensation — — 1,653 — — 1,653

Balances as of Jul 27, 2025

Balances as of Oct 26, 2025

24,305 $ 24 $ 10,626 $ 339 $ 107,908 $ 118,897

Balances as of Apr 28, 2024

Balances as of Jul 28, 2024

24,562 $ 25 $ 12,115 $ 56 $ 45,961 $ 58,157

2 unchanged sentences

Issuance of common stock

53 — 204 — — 204

Tax withholding related to common stock

4 unchanged sentences

Stock-based compensation — — 1,253 — — 1,253

Balances as of Jul 28, 2024

Balances as of Oct 27, 2024

24,508 $ 25 $ 11,821 $ 103 $ 53,950 $ 65,899

19 unchanged sentences

Stock-based compensation — — 4,755 — — 4,755

Balances as of Jul 27, 2025 24,347 $ 24 $ 11,200 $ 170 $ 88,737 $ 100,131

Balances as of Oct 26, 2025 24,305 $ 24 $ 10,626 $ 339 $ 107,908 $ 118,897

Balances, Jan 28, 2024

10 unchanged sentences

Stock-based compensation — — 3,432 — — 3,432

Balances as of Jul 28, 2024 24,562 $ 25 $ 12,115 $ 56 $ 45,961 $ 58,157

Balances as of Oct 27, 2024 24,508 $ 25 $ 11,821 $ 103 $ 53,950 $ 65,899

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In millions)

Six Months Ended

Jul 27, 2025 Jul 28, 2024

Nine Months Ended

Oct 26, 2025 Oct 27, 2024

Cash flows from operating activities:

52 unchanged sentences

Fiscal years 2026 and 2025 are both 52-week years ending on the last Sunday in January.

The second quarters of fiscal years 2026 and 2025 were both 13-week quarters.

The third quarters of fiscal years 2026 and 2025 were both 13-week quarters.

Principles of Consolidation

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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 will adopt this standard in our fiscal year 2026 annual report.

We are currently assessing the effect of the adoption of this standard on our disclosures that will be included in our Form 10-K for the fiscal year ending January 25, 2026.

We are currently assessing the effect of the adoption of this standard on our disclosures that will be included in the fiscal year 2026 annual report.

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 will adopt this standard in our fiscal year 2028 annual report.

We will adopt this standard in the 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.

4 unchanged sentences

Condensed Consolidated Statements of Income include stock-based compensation expense, net of amounts capitalized into inventory, as follows:

Three Months Ended Six Months Ended

Jul 27, 2025 Jul 28, 2024 Jul 27, 2025 Jul 28, 2024

Three Months Ended Nine Months Ended

Oct 26, 2025 Oct 27, 2024 Oct 26, 2025 Oct 27, 2024

(In millions)

12 unchanged sentences

Canceled and forfeited ( 7 ) $ 55.62

Balance as of Jul 27, 2025

As of July 27, 2025, aggregate unearned stock-based compensation expense was $ 14.0 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.

Balance as of Oct 26, 2025

As of October 26, 2025, aggregate unearned stock-based compensation expense was $ 13.1 billion, which is expected to be recognized over a weighted average period of 2.1 years for RSUs, PSUs, and market-based PSUs, and one year for ESPP.

Note 3 - Net Income Per Share

The following is the basic and diluted net income per share computations for the periods presented:

Three Months Ended Six Months Ended

Jul 27, 2025 Jul 28, 2024 Jul 27, 2025 Jul 28, 2024

Three Months Ended Nine Months Ended

Oct 26, 2025 Oct 27, 2024 Oct 26, 2025 Oct 27, 2024

(In millions, except per share data)

13 unchanged sentences

Note 4 - Income Taxes

Income tax expense was $ 4.8 billion and $ 2.6 billion for the second quarter, and $ 7.9 billion and $ 5.0 billion for the first half, of fiscal years 2026 and 2025, respectively.

Income tax as a percentage of income before income tax was an expense of 15.3 % and 13.6 % for the second quarter, and 14.9 % and 13.7 % for the first half, of fiscal years 2026 and 2025, respectively.

The effective tax rate increased primarily due to a lower tax benefit from stock-based compensation, partially offset by an increase in tax benefit from foreign-derived deduction eligible income.

Our effective tax rates for the first half of fiscal years 2026 and 2025 were lower than the U.S.

Income tax expense was $ 6.0 billion and $ 3.0 billion for the third quarter, and $ 13.9 billion and $ 8.0 billion for the first nine months, of fiscal years 2026 and 2025, respectively.

Income tax as a percentage of income before income tax was an expense of 15.9 % and 13.5 % for the third quarter, and 15.3 % and 13.6 % for the first nine months, of fiscal years 2026 and 2025, respectively.

The effective tax rate increased primarily due to a lower percentage of tax benefits from stock-based compensation and U.S.

federal research tax credit relative to the increase in income before income tax.

Our effective tax rates for the first nine months of fiscal years 2026 and 2025 were lower than the U.S.

federal statutory rate of 21% primarily due to tax benefits from foreign-derived deduction eligible income, stock-based compensation, income earned in jurisdictions that are subject to taxes at rates lower than the U.S.

3 unchanged sentences

federal income tax laws.

As of July 27, 2025, we have recognized the tax effects of certain OBBBA provisions, which did not have a material impact on our second quarter.

We have recognized the tax effects of currently effective OBBBA provisions, which are not material and are reflected in our results for the first nine months of fiscal year 2026.

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.

2 unchanged sentences

Accordingly, our provisions on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved with the respective tax authorities.

We are currently under examination by the Internal Revenue Service for our fiscal years 2023 and 2024.

NVIDIA CORPORATION AND SUBSIDIARIES

25 unchanged sentences

(1) In the first quarter of fiscal year 2026, one investment was reclassified from non-marketable equity securities to marketable securities following public market trading.

The fair value of the investment as of July 27, 2025 was $ 2.8 billion and was subject to a short-term restriction on the ability to sell.

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

Net unrealized gains on investments in publicly-held equity securities held at period end were $ 1.9 billion and $ 1.7 billion for the second quarter and first half of fiscal year 2026, respectively.

Net unrealized gains on investments in publicly-held equity securities held at period end were $ 132 million and $ 181 million for the second quarter and first half of fiscal year 2025, respectively.

Net unrealized gains on investments in publicly-held equity securities held at period end were $ 670 million and $ 2.4 billion for the third quarter and first nine months of fiscal year 2026, respectively.

Net unrealized gains on investments in publicly-held equity securities held at period end were not significant for the third quarter and first nine months of fiscal year 2025.

NVIDIA CORPORATION AND SUBSIDIARIES

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

Jul 27, 2025 Jan 26, 2025

Oct 26, 2025 Jan 26, 2025

Less than 12 Months Less than 12 Months

7 unchanged sentences

Total $ 2,197 $ ( 1 ) $ 12,422 $ ( 56 )

Gross unrealized losses related to debt securities in a continuous loss position of twelve months or greater, with balances of $ 15 million and $ 213 million as of July 27, 2025 and January 26, 2025, respectively, were not significant.

Gross unrealized losses related to debt securities in a continuous loss position of twelve months or greater, with balances of $ 337 million and $ 213 million as of October 26, 2025 and January 26, 2025, respectively, were not significant.

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

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Our non-marketable equity securities are recorded in long-term other assets on our Condensed 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 Condensed Consolidated Statements of Income.

Adjustments to the carrying value of our non-marketable equity securities during the second quarter and first half of fiscal years 2026 and 2025 were as follows:

Three Months Ended Six Months Ended

Jul 27, 2025 Jul 28, 2024 Jul 27, 2025 Jul 28, 2024

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

Adjustments to the carrying value of our non-marketable equity securities during the third quarter and first nine months of fiscal years 2026 and 2025 were as follows:

Three Months Ended Nine Months Ended

Oct 26, 2025 Oct 27, 2024 Oct 26, 2025 Oct 27, 2024

(In millions)

8 unchanged sentences

(1) Represents reclassifications from non-marketable equity securities to marketable securities following public market trading.

Non-marketable equity securities had cumulative gross unrealized gains of $ 661 million and $ 362 million, and cumulative gross unrealized losses and impairments of $ 93 million and $ 60 million on securities held as of July 27, 2025 and July 28, 2024, respectively.

Non-marketable equity securities had cumulative gross unrealized gains of $ 1.4 billion and $ 374 million, and cumulative gross unrealized losses and impairments of $ 167 million and $ 74 million on securities held as of October 26, 2025 and October 27, 2024, respectively.

Note 7 - Amortizable Intangible Assets and Goodwill

The components of our amortizable intangible assets are as follows:

Jul 27, 2025 Jan 26, 2025

Oct 26, 2025 Jan 26, 2025

Amount Accumulated

6 unchanged sentences

Total intangible assets $ 3,687 $ ( 2,751 ) $ 936 $ 3,349 $ ( 2,542 ) $ 807

Amortization expense associated with intangible assets was $ 84 million and $ 146 million for the second quarter, and $ 243 million and $ 289 million for the first half, of fiscal years 2026 and 2025, respectively.

Amortization expense associated with intangible assets was $ 96 million and $ 149 million for the third quarter, and $ 338 million and $ 438 million for the first nine months, of fiscal years 2026 and 2025, respectively.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of July 27, 2025:

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

Future Amortization Expense

(In millions)

2026 (excluding the first half of fiscal year 2026)

2026 (excluding the first nine months, of fiscal year 2026)

2031 and thereafter 93

In the first half of fiscal year 2026, goodwill increased by $ 567 million from acquisitions and was allocated to our Compute & Networking reporting unit.

In the first nine months of fiscal year 2026, goodwill increased by $ 1.1 billion from acquisitions and was allocated to our Compute & Networking reporting unit.

Note 8 - Balance Sheet Components

We refer to customers who purchase products directly from NVIDIA as direct customers, such as add-in board manufacturers, distributors, original device manufacturers, or ODMs, original equipment manufacturers, or 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.

Three direct customers accounted for 23 %, 19 % and 14 % of our accounts receivable balance as of July 27, 2025.

Certain direct customers may use either internal resources or third-party system integrators to complete their build.

Four direct customers accounted for 22 %, 17 %, 14 % and 12 % of our accounts receivable balance as of October 26, 2025.

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

Certain balance sheet components are as follows:

Jul 27, 2025 Jan 26, 2025

Oct 26, 2025 Jan 26, 2025

(In millions)

3 unchanged sentences

Total inventories (1) $ 19,784 $ 10,080

(1) We recorded an inventory provision of $ 886 million and $ 345 million for the second quarter of fiscal years 2026 and 2025, respectively, and $ 3.2 billion and $ 555 million for the first half of fiscal years 2026 and 2025, respectively, in cost of revenue.

(1) We recorded inventory provisions of $ 378 million and $ 322 million for the third quarter of fiscal years 2026 and 2025, respectively, and $ 3.6 billion and $ 876 million for the first nine months of fiscal years 2026 and 2025, respectively, in cost of revenue.

Property and Equipment:

Property, equipment and intangible assets acquired but not paid for the first half of fiscal years 2026 and 2025 were $ 1.1 billion and not significant, respectively.

Jul 27, 2025 Jan 26, 2025

Property, equipment and intangible assets acquired but not paid for the first nine months of fiscal years 2026 and 2025 were $ 790 million and not significant, respectively.

Oct 26, 2025 Jan 26, 2025

Other Assets (Long Term):

3 unchanged sentences

Income tax receivable 1,369 750

Prepaid royalties 327 340

Other 632 541

Total other assets $ 11,724 $ 6,425

(1) $ 1.8 billion and $ 3.3 billion were included in short-term Prepaid expenses and other current assets as of July 27, 2025 and January 26, 2025, respectively.

(1) $ 2.0 billion and $ 3.3 billion were included in short-term Prepaid expenses and other current assets as of October 26, 2025 and January 26, 2025, respectively.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Jul 27, 2025 Jan 26, 2025

Oct 26, 2025 Jan 26, 2025

Accrued and Other Current Liabilities:

2 unchanged sentences

Excess inventory purchase obligations (1) 2,770 2,095

Product warranty and return provisions 2,245 1,373

Product warranty

Taxes payable

Accrued payroll and related expenses 1,227 848

Deferred revenue (2) 1,248 837

Operating leases 301 288

Licenses and royalties 284 175

Unsettled share repurchases 185 132

Accrued payroll and related expenses 895 848

Other 1,196 906

Total accrued and other current liabilities $ 16,452 $ 11,737

(1) We recorded $ 137 million and $ 563 million for the second quarter of fiscal years 2026 and 2025, respectively, and $ 3.1 billion and $ 746 million for the first half of fiscal years 2026 and 2025, 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 July 27, 2025 and January 26, 2025 included $ 80 million and $ 81 million of customer advances, respectively.

Jul 27, 2025 Jan 26, 2025

(1) We recorded $ 32 million and $ 543 million for the third quarter of fiscal years 2026 and 2025, respectively, and $ 3.1 billion and $ 1.3 billion for the first nine months of fiscal years 2026 and 2025, respectively, in cost of revenue.

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

The balance as of October 26, 2025 and January 26, 2025 included $ 127 million and $ 81 million of customer advances, respectively.

Oct 26, 2025 Jan 26, 2025

Other Long-Term Liabilities:

3 unchanged sentences

Deferred revenue (2) 1,165 976

Licenses payable 325 116

Other 376 195

Total other long-term liabilities $ 6,694 $ 4,245

(1) Primarily comprised of unrecognized tax benefits and related interest and penalties.

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

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

Deferred Revenue

The following table shows the changes in short- and long-term deferred revenue during the first half of fiscal years 2026 and 2025:

Six Months Ended

Jul 27, 2025 Jul 28, 2024

The following table shows the changes in short- and long-term deferred revenue during the first nine months of fiscal years 2026 and 2025:

Nine Months Ended

Oct 26, 2025 Oct 27, 2024

(In millions)

3 unchanged sentences

Balance at end of period $ 2,413 $ 1,585

(1) Includes $ 7.5 billion and $ 770 million of customer advances for the first half of fiscal years 2026 and 2025, respectively.

(2) Includes $ 7.5 billion and $ 664 million related to customer advances for the first half of fiscal years 2026 and 2025, respectively.

We recognized revenue of $ 479 million and $ 323 million in the first half of fiscal years 2026 and 2025, respectively, that were included in the prior year end deferred revenue balance.

As of July 27, 2025, revenue related to remaining performance obligations from contracts greater than one year in length was $ 1.9 billion, which includes $ 1.8 billion from deferred revenue and $ 118 million which has not yet been billed nor recognized as revenue.

(1) Includes $ 8.4 billion and $ 1.1 billion of customer advances for the first nine months of fiscal years 2026 and 2025, respectively.

(2) Includes $ 8.3 billion and $ 1.2 billion related to customer advances for the first nine months of fiscal years 2026 and 2025, respectively.

We recognized revenue of $ 650 million and $ 585 million in the first nine months of fiscal years 2026 and 2025, respectively, that were included in the prior year end deferred revenue balance.

As of October 26, 2025, revenue related to remaining performance obligations from contracts greater than one year in length was $ 2.5 billion, which includes $ 2.0 billion from deferred revenue and $ 449 million which has not yet been billed nor recognized as revenue.

Approximately 40 % of revenue from contracts greater than one year in length will be recognized over the next twelve months .

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Note 9 - Derivative Financial Instruments

Foreign Currency Derivatives

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

1 unchanged sentence

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.

During the first half of fiscal years 2026 and 2025, 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.

During the first nine months of fiscal years 2026 and 2025, 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.

1 unchanged sentence

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

Jul 27, 2025 Jan 26, 2025

Oct 26, 2025 Jan 26, 2025

(In millions)

1 unchanged sentence

Not designated as accounting hedges $ 592 $ 1,297

The unrealized gains and losses or fair value of our foreign currency contracts were not significant as of July 27, 2025 and January 26, 2025.

As of July 27, 2025, all foreign currency contracts mature within eighteen months .

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

As of October 26, 2025, all foreign currency contracts mature within eighteen 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.

Facility Lease Guarantee

In the third quarter of fiscal year 2026, we entered into an agreement to guarantee a partner's facility lease obligations in the event of their default.

The agreement allows our partner to secure a limited-availability facility lease backed by our credit profile, in exchange for issuing us warrants.

The maximum gross exposure is $ 860 million, which is reduced as the partner makes payments to the lessor over five years .

The partner has placed $ 470 million in escrow and executed an agreement to sell the data center cloud capacity, mitigating our default risk.

If the escrow and cloud capacity agreement are not sufficient to cover an event of default, we have the option to assume the lease for internal use or sublease.

The guarantee, classified as a credit derivative with changes in fair value recognized in Other income and expense, has an insignificant fair value.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10 - Debt

Long-Term Debt

Remaining Term (years) Effective

Interest Rate Carrying Value at

Jul 27, 2025 Jan 26, 2025

Oct 26, 2025 Jan 26, 2025

(In millions)

14 unchanged sentences

Unamortized debt discount and issuance costs ( 33 ) ( 37 )

Net long-term carrying amount

Net carrying amount

$ 8,467 $ 8,463

As of July 27, 2025 and January 26, 2025, the estimated fair value of debt was $ 7.4 billion and $ 7.2 billion, respectively.

Less short-term portion ( 999 ) —

Total long-term portion $ 7,468 $ 8,463

As of October 26, 2025 and January 26, 2025, the estimated fair value of debt was $ 7.6 billion and $ 7.2 billion, respectively.

The estimated fair values are based on Level 2 inputs.

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The maturity of the notes is calendar year.

As of July 27, 2025, we complied with the required covenants, which are non-financial in nature, under the outstanding notes.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Commercial Paper

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

Short-term Debt

As of October 26, 2025, short-term debt was $ 999 million.

We have a $ 575 million commercial paper program to support general corporate purposes.

As of July 27, 2025 and January 26, 2025, we had no commercial paper outstanding.

As of October 26, 2025 and January 26, 2025, we had no commercial paper outstanding.

Note 11 - Commitments and Contingencies

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

Manufacturing production, long-term supply and capacity, and other related commitments reflect long lead and cycle times for our current and future product architectures.

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.

Total future commitments as of July 27, 2025 are as follows:

(In millions)

2026 (excluding the first half of fiscal year 2026)

2031 and thereafter

Total $ 45,774

As of October 26, 2025, these commitments were $ 50.3 billion, of which substantially all will be paid through fiscal year 2027.

Multi-year cloud service agreement commitments as of October 26, 2025, were $ 26 billion for which $ 1 billion, $ 6 billion, $ 6 billion, $ 5 billion, $ 4 billion, and $ 4 billion will be paid in fiscal years 2026 (fourth quarter), 2027, 2028, 2029, 2030, and 2031 & thereafter, respectively.

Some cloud service capacity may be reduced, terminated or sold to others by the CSPs, in which case our commitments will be reduced.

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

I nvestment commitments are $ 6.5 billion as of October 26, 2025, including $ 5 billion in Intel Corporation which is subject to regulatory approval.

In the third quarter of fiscal year 2026, we entered into a letter of intent with an opportunity to invest in OpenAI.

In November 2025, we entered into an agreement, subject to certain closing conditions, to invest up to $ 10 billion in Anthropic.

Other commitments were $ 2.1 billion as of October 26, 2025, of which the majority will be paid through fiscal year 2027.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was $ 2.1 billion and $ 1.3 billion as of July 27, 2025 and January 26, 2025, respectively.

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

Three Months Ended Six Months Ended

Jul 27, 2025 Jul 28, 2024 Jul 27, 2025 Jul 28, 2024

The estimated product warranty activity consisted of the following:

Three Months Ended Nine Months Ended

Oct 26, 2025 Oct 27, 2024 Oct 26, 2025 Oct 27, 2024

(In millions)

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The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018.

Plaintiffs also alleged that the

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act.

Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act.

Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper.

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On March 7, 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 Securities Litigation action, the district court adopted the parties' stipulation to extend the stay until the final and complete resolution of the In Re NVIDIA Corporation Securities Litigation action.

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.

The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.

7 unchanged sentences

Accounting for Loss Contingencies

As of July 27, 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.

As of October 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.

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

These matters are subject to inherent uncertainties and if the ultimate outcome is unfavorable, there exists the possibility of a material adverse impact on our operating results, liquidity or financial position in the period the outcome becomes estimable and probable.

Note 12 - Shareholders’ Equity

Capital Return Program

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We repurchased 67 million and 63 million shares of our common stock for $ 9.7 billion and $ 7.0 billion during the second quarter of fiscal years 2026 and 2025, respectively, and 193 million and 162 million shares of our common stock for $ 24.2 billion and $ 15.1 billion during the first half of fiscal years 2026 and 2025, respectively.

As of July 27, 2025, we were authorized, subject to certain specifications, to repurchase up to $ 14.7 billion of our common stock.

From July 28, 2025 through August 26, 2025, we repurchased 20 million shares for $ 3.5 billion pursuant to a pre-established trading plan.

We repurchased 70 million and 92 million shares of our common stock for $ 12.6 billion and $ 11.1 billion during the third quarter of fiscal years 2026 and 2025, respectively, and 262 million and 254 million shares of our common stock for $ 36.7 billion and $ 26.2 billion during the first nine months of fiscal years 2026 and 2025, respectively.

On August 26, 2025, our Board of Directors approved an additional $ 60.0 billion in share repurchase authorization, without expiration.

As of August 26, 2025, a total of $ 71.2 billion was available for repurchase.

We paid cash dividends to our shareholders of $ 244 million and $ 246 million during the second quarter, and $ 488 million and $ 344 million during the first half, of fiscal years 2026 and 2025, respectively.

As of October 26, 2025, we were authorized, subject to certain specifications, to repurchase up to $ 62.2 billion of our common stock.

From October 27, 2025 through November 14, 2025, we repurchased 6 million shares for $ 1.1 billion pursuant to a pre-established trading plan.

We paid cash dividends to our shareholders of $ 243 million and $ 245 million during the third quarter, and $ 732 million and $ 589 million during the first nine months, of fiscal years 2026 and 2025, 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.

5 unchanged sentences

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

automotive platforms and autonomous and electric vehicle solutions;

automotive platforms and autonomous and electric vehicle solutions including software;

Jetson for robotics and other embedded platforms;

5 unchanged sentences

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Certain expenses are not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance.

4 unchanged sentences

The table below presents details of our reportable segments.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Compute & Networking Graphics Total

(In millions)

Three Months Ended Jul 27, 2025

Three Months Ended Oct 26, 2025

Revenue $ 50,908 $ 6,098 $ 57,006

1 unchanged sentence

Operating income (loss) $ 35,721 $ 2,546 $ 38,267

Three Months Ended Jul 28, 2024

Three Months Ended Oct 27, 2024

Revenue $ 31,036 $ 4,046 $ 35,082

1 unchanged sentence

Operating income (loss) $ 22,081 $ 1,502 $ 23,583

Six Months Ended Jul 27, 2025

Nine Months Ended Oct 26, 2025

Revenue $ 131,828 $ 15,983 $ 147,811

1 unchanged sentence

Operating income (loss) $ 86,139 $ 6,428 $ 92,567

Six Months Ended Jul 28, 2024

Nine Months Ended Oct 27, 2024

Revenue $ 80,157 $ 11,009 $ 91,166

1 unchanged sentence

Operating income (loss) $ 57,977 $ 4,111 $ 62,088

(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 was $ 383 million and $ 161 million for the second quarter, and $ 684 million and $ 307 million for the first half, of fiscal years 2026 and 2025, respectively.

Depreciation and amortization expense attributable to our Graphics segment was $ 148 million and $ 86 million for the second quarter, and $ 252 million and $ 171 million for the first half, of fiscal years 2026 and 2025, respectively.

(1) Other segment items primarily include product costs and inventory provisions, compensation and benefits excluding stock-based compensation expense, computing infrastructure expenses, and engineering development costs.

Depreciation and amortization expense attributable to our Compute and Networking segment was $ 439 million and $ 187 million for the third quarter, and $ 1.1 billion and $ 495 million for the first nine months, of fiscal years 2026 and 2025, respectively.

Depreciation and amortization expense attributable to our Graphics segment was $ 175 million and $ 97 million for the third quarter, and $ 426 million and $ 268 million for the first nine months, of fiscal years 2026 and 2025, 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.

A reconciliation of segment operating income to consolidated income before income tax for the second quarter and first half of fiscal years 2026 and 2025 were as follows:

Three Months Ended Six Months Ended

Jul 27, 2025 Jul 28, 2024 Jul 27, 2025 Jul 28, 2024

A reconciliation of segment operating income to consolidated income before income tax for the third quarter and first nine months of fiscal years 2026 and 2025 were as follows:

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three Months Ended Nine Months Ended

Oct 26, 2025 Oct 27, 2024 Oct 26, 2025 Oct 27, 2024

(In millions)

2 unchanged sentences

Stock-based compensation expense ( 1,655 ) ( 1,252 ) ( 4,753 ) ( 3,416 )

Unallocated cost of revenue and operating expenses ( 440 ) ( 280 ) ( 859 ) ( 508 )

Unallocated operating expenses

( 515 ) ( 307 ) ( 1,375 ) ( 816 )

Acquisition-related and other costs ( 87 ) ( 155 ) ( 351 ) ( 437 )

1 unchanged sentence

Interest expense ( 61 ) ( 61 ) ( 186 ) ( 186 )

Other income (expense), net 2,236 189 2,055 264

Other income, net

1,363 36 3,418 301

Consolidated income before income tax

$ 37,936 $ 22,316 $ 91,052 $ 58,809

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

Three Months Ended Six Months Ended

Jul 27, 2025 Jul 28, 2024 Jul 27, 2025 Jul 28, 2024

Revenue by geographic area is based upon the location of the customers’ headquarters.

The end customer and shipping location may be different from our customers’ headquarters location.

Three Months Ended Nine Months Ended

Oct 26, 2025 Oct 27, 2024 Oct 26, 2025 Oct 27, 2024

(In millions)

Geographic Revenue based upon Customer Billing Location:

Geographic Revenue based upon Customer Headquarters Location (1) :

United States

Singapore (1) 10,156 5,622 19,173 9,659

Taiwan 8,529 5,740 15,687 10,113

$ 39,177 $ 19,620 $ 97,759 $ 53,873

13,751 6,188 30,301 17,364

China (including Hong Kong) 2,973 8,142 16,617 17,230

1 unchanged sentence

Total revenue $ 57,006 $ 35,082 $ 147,811 $ 91,166

(1) Singapore represented 22 %, and 21 % of the second quarter and first half of fiscal year 2026 total revenue based upon customer billing location, respectively.

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

Over 99 % of controlled Data Center compute revenue billed to Singapore was for orders from U.S.-based customers for the second quarter and first half of fiscal year 2026.

Controlled Data Center compute refers to products that meet the characteristics of Export Control Classification Numbers 3A090.a or 4A090.a.

Revenue from sales to customers outside of the United States accounted for 50 % and 51 % of total revenue for the second quarter and first half of fiscal year 2026, respectively, and 57 % and 53 % of total revenue for the second quarter and first half of fiscal year 2025, respectively.

We refer to customers who purchase products directly from NVIDIA as direct customers, such as add-in board manufacturers, 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 cloud service providers, or CSPs, consumer internet companies, enterprises, and public sector entities.

For the second quarter of fiscal year 2026, sales to one direct customer, Customer A, represented 23 % of total revenue;

and sales to a second direct customer, Customer B, represented 16 % of total revenue, respectively, both of which were attributable to the Compute & Networking segment.

For the first half of fiscal year 2026, sales to one direct customer, Customer A, represented 20 % of total revenue;

and sales to a second direct customer, Customer B, represented 15 % of total revenue, respectively, both of which were attributable to the Compute & Networking segment.

Sales to four direct customers represented 14 %, 11 %, 11 %, and 10 % of revenue for the second quarter, and sales to three direct customers represented 14 %, 10 %, and 10 % of revenue for the first half, of fiscal year 2025, all of which were attributable to the Compute & Networking segment.

(1) Previously, revenue by geographic area was reported based on the billing location of our customers, which often reflected a customer’s centralized invoicing location, even though our products were almost always shipped elsewhere.

We believe changing to revenue based upon the location of our customers’ headquarters provides a better representation of the geographic profile of our revenue.

Prior period information has been recast to reflect this change.

(2) In the third quarter of fiscal year 2026, we estimate 86 % of Data Center revenue from Taiwan-headquartered customers is attributed to end customers based in the United States and Europe.

Revenue from sales to customers headquartered outside of the United States accounted for 31 % and 34 % of total revenue for the third quarter and first nine months of fiscal year 2026, respectively, and 44 % and 41 % of total revenue for the third quarter and first nine months of fiscal year 2025, respectively.

We refer to customers who purchase products directly from NVIDIA as direct customers, such as add-in board manufacturers, distributors, ODMs, OEMs, CSPs, hyperscale companies, and system integrators.

Certain direct customers may use either internal resources or third-party system integrators to complete their build.

We refer to indirect customers as those who purchase products through our direct customers;

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

For the third quarter of fiscal year 2026, four direct customers with sales greater than 10% of total revenue included:

Customer A at 22 %, Customer B at 15 %, Customer C at 13 %, and Customer D at 11 %, which were attributable to the Compute & Networking segment.

For the first nine months of fiscal year 2026, sales to two direct customers represented 21 % and 13 % of total revenue, respectively, both of which were attributable to the Compute & Networking segment.

The customers referenced above may represent different customers than those reported in a previous period.

For the third quarter of fiscal year 2025, sales to three direct customers each represented 12 % of total revenue, which were attributable to the Compute & Networking segment.

For the first nine months of fiscal year 2025, sales to three direct customers represented 12 %, 11 %, and 11 % of total revenue, which were attributable to the Compute & Networking segment.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes revenue by specialized markets:

Three Months Ended Six Months Ended

Jul 27, 2025 Jul 28, 2024 Jul 27, 2025 Jul 28, 2024

Three Months Ended Nine Months Ended

Oct 26, 2025 Oct 27, 2024 Oct 26, 2025 Oct 27, 2024

(In millions)

8 unchanged sentences

Total revenue $ 57,006 $ 35,082 $ 147,811 $ 91,166

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Note 14 - Leases

Our lease obligations primarily consist of operating leases for our offices and data centers, with lease periods expiring between fiscal years 2026 and 2041.

Future minimum lease obligations under our non-cancelable lease agreements as of July 27, 2025 were as follows:

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

Operating Lease Obligations

(In millions)

2026 (excluding the first half of fiscal year 2026)

2026 (excluding the first nine months of fiscal year 2026)

2031 and thereafter

3 unchanged sentences

Long-term operating lease liabilities $ 2,014

Between the third quarter of fiscal year 2026 and fiscal year 2030, we expect to commence leases with future obligations of $ 7.1 billion primarily of data center leases, with lease terms of 2 to 15 years.

Operating lease expenses were $ 109 million and $ 84 million for the second quarter, and $ 210 million and $ 164 million for the first half, of fiscal years 2026 and 2025, respectively.

Short-term and variable lease expenses for the second quarter and first half of fiscal years 2026 and 2025 were not significant.

Between the fourth quarter of fiscal year 2026 and fiscal year 2030, we expect to commence leases with future obligations of $ 7.5 billion, primarily for data center leases with lease terms of 1.5 to 15 years.

Operating lease expenses were $ 122 million and $ 92 million for the third quarter, and $ 332 million and $ 258 million for the first nine months, of fiscal years 2026 and 2025, respectively.

Short-term and variable lease expenses for the third quarter and first nine months of fiscal years 2026 and 2025 were not significant.

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Other information related to leases was as follows:

Six Months Ended

Jul 27, 2025 Jul 28, 2024

Nine Months Ended

Oct 26, 2025 Oct 27, 2024

(In millions)

2 unchanged sentences

Operating lease assets obtained in exchange for lease obligations $ 752 $ 679

As of July 27, 2025, our operating leases have a weighted average remaining lease term of 7.5 years and a weighted average discount rate of 4.35 %.

As of October 26, 2025, our operating leases have a weighted average remaining lease term of 8.0 years and a weighted average discount rate of 4.43 %.

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

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-Q

Item 1. Financial Statements