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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 326 added, 373 removed, 975 unchanged (42% of the section changed)

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

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

Under the supervision and with the participation of our

management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 25, 2026 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework , our management concluded that our internal control over financial reporting was effective as of January 25, 2026.

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There have been no changes in our internal control over financial reporting during the quarter ended January 25, 2026 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 ERP system, which will update much of our existing core financial systems.

We are continuing a phased upgrade of our enterprise resource planning, or ERP, system to update our existing core financial systems.

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

The upgrade will occur in phases.

We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting.

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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.

Adoption 12/10/2025 3,984 *

Executive Vice President and Chief Financial Officer

12/18/2025 500,000 3/23/2027

*Estimated assuming our closing stock price as of January 23, 2026.

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

Code of Conduct

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

Most of the Company’s inventory provisions relate to excess quantities of products, based on the Company’s inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions.

As of January 25, 2026, the Company’s consolidated inventories balance was $21.4 billion and the Company’s consolidated outstanding inventory purchase and long-term supply and capacity obligations balance was $95.2 billion, of which a significant portion relates to inventory purchase obligations.

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Sales, general and administrative 4,579 3,491 2,654

Acquisition termination cost — — 1,353

Total operating expenses 23,076 16,405 11,329

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Interest expense ( 259 ) ( 247 ) ( 257 )

Other, net 1,034 237 ( 48 )

Other income (expense), net 2,573 846 ( 43 )

Other income, net

9,022 1,034 237

Total other income, net

11,063 2,573 846

Income before income tax 141,450 84,026 33,818

Income tax expense (benefit) 11,146 4,058 ( 187 )

Income tax expense 21,383 11,146 4,058

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

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

Other comprehensive income (loss), net of tax

Other comprehensive income, net of tax

Available-for-sale securities:

Net change in unrealized gain (loss) 1 80 ( 31 )

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

Net change in unrealized gain (loss) 1 80 ( 30 )

Cash flow hedges:

Net change in unrealized gain 107 1 80

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

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

Other comprehensive income (loss), net of tax 1 70 ( 32 )

Cash flow hedges:

Net change in unrealized gain (loss) 43 — ( 10 )

Other comprehensive income, net of tax 150 1 70

Total comprehensive income $ 120,217 $ 72,881 $ 29,830

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Deferred income tax assets 13,258 10,979

Non-marketable equity securities

Other assets 8,301 3,038

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Net income — — — — 29,760 29,760

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

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

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

Other comprehensive income — — — 70 — 70

Issuance of common stock

265 — 403 — — 403

Tax withholding related to common stock

( 72 ) — ( 2,783 ) — — ( 2,783 )

Shares repurchased ( 211 ) — ( 27 ) — ( 9,719 ) ( 9,746 )

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Other comprehensive income — — — 1 — 1

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

Tax withholding related to vesting of restricted stock units ( 72 ) — ( 2,783 ) — — ( 2,783 )

Issuance of common stock

203 — 490 — — 490

Tax withholding related to common stock

( 59 ) — ( 6,930 ) — — ( 6,930 )

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

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Other comprehensive income — — — 150 — 150

Issuance of common stock from stock plans 203 — 490 — — 490

Tax withholding related to vesting of restricted stock units ( 59 ) — ( 6,930 ) — — ( 6,930 )

Issuance of common stock

160 — 644 — — 644

Tax withholding related to common stock

( 51 ) — ( 7,948 ) — — ( 7,948 )

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

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— — — — ( 974 ) ( 974 )

Fair value of partially vested equity awards assumed in connection with

— — 28 — — 28

Stock-based compensation — — 6,387 — — 6,387

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Depreciation and amortization 2,843 1,864 1,508

Gains on non-marketable equity securities and publicly-held equity securities, net ( 8,918 ) ( 1,030 ) ( 238 )

Deferred income taxes ( 1,424 ) ( 4,477 ) ( 2,489 )

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

Acquisition termination cost — — 1,353

Other ( 287 ) ( 502 ) ( 278 )

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Cash flows from investing activities:

Proceeds from maturities of marketable securities 11,195 9,732 19,425

Proceeds from sales of marketable securities 15,157 495 50

Proceeds from maturities of marketable securities 11,226 11,195 9,732

Proceeds from sales of non-marketable equity securities 84 171 1

Purchases of marketable securities ( 40,616 ) ( 26,575 ) ( 18,211 )

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

Purchases of non-marketable equity securities ( 17,502 ) ( 1,486 ) ( 862 )

( 13,000 ) — —

Purchases related to property and equipment and intangible assets ( 6,042 ) ( 3,236 ) ( 1,069 )

Acquisitions, net of cash acquired

( 1,535 ) ( 1,007 ) ( 83 )

Other — 22 ( 124 )

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

Net cash used in investing activities ( 52,228 ) ( 20,421 ) ( 10,566 )

Cash flows from financing activities:

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( 40,086 ) ( 33,706 ) ( 9,533 )

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

Repayment of debt ( 1,250 ) ( 1,250 ) —

Payments related to employee stock plan taxes

( 7,948 ) ( 6,930 ) ( 2,783 )

Dividends paid ( 974 ) ( 834 ) ( 395 )

Principal payments on property and equipment and intangible assets ( 101 ) ( 129 ) ( 74 )

Repayment of debt — ( 1,250 ) ( 1,250 )

Other ( 9 ) — ( 1 )

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Cash paid for income taxes, net $ 20,288 $ 15,118 $ 6,549

Cash paid for interest $ 246 $ 252 $ 254

See accompanying Notes to the Consolidated Financial Statements.

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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.

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

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

Fiscal years 2026, 2025 and 2024 were all 52-week years.

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

Principles of Consolidation

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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 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.

Revenue Recognition

We derive our revenue from product sales, including hardware and systems, license and development arrangements, software licensing, and cloud services.

We derive our revenue primarily from product sales including hardware and systems.

We determine revenue recognition through the following steps:

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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.

Payment from customers, per our standard payment terms, is generally due shortly after delivery of our products.

Product Sales Revenue

Revenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration we expect to receive in exchange for those products.

Certain products are sold with support or an extended warranty for the incorporated system, hardware, and/or software.

Certain products are sold with support or an extended warranty.

Support and extended warranty revenue are recognized ratably over the service period, or as services are performed.

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Notes to the Consolidated Financial Statements

License and Development Arrangements

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

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

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

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

Software Licensing

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

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

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

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

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

Cloud Services

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

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

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

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

Contracts with Multiple Performance Obligations

Our contracts may contain more than one of the products and services listed above, each of which is separately accounted for as a distinct performance obligation.

Our contracts may contain more than one deliverable, each of which is separately accounted for as a distinct performance obligation.

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.

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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

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

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.

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.

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Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws.

Our estimates of deferred tax assets and liabilities may change based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances.

Our estimates of deferred tax assets and liabilities may change

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances.

In addition, we recognize liabilities for potential U.S.

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If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.

As of January 26, 2025, 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.

As of January 25, 2026, we had a valuation allowance of $ 768 million related to capital loss carryforwards, and certain 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.

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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.

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

We record our debt investments as cash equivalents and marketable debt securities and classify them 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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Available-for-sale debt securities are subject to 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 we intend to

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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.

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

Publicly-held equity securities and money market funds have readily determinable fair values with changes in fair value recorded in Other income, 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 25, 2026 and January 26, 2025.

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

Marketable debt and equity securities are reported at fair value.

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 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.

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

Observable inputs such as quoted prices in active markets.

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

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

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.

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, marketable securities, lease guarantees, 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 maturities.

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Inventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-out basis.

Inventory costs consist primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, and shipping costs, as well as the cost of purchased memory products and other component parts.

Inventory costs consist of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, and shipping costs, as well as the cost of purchased memory products and other component parts.

We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for excess product purchase commitments.

Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions.

Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up.

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Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term.

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

Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using our incremental borrowing rate.

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Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

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

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Lease costs are recognized on a straight-line basis over the lease term.

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

Goodwill is subject to our annual impairment test during the fourth quarter of our fiscal year, or earlier if indicators of potential impairment exist.

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Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting units.

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

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

Goodwill impairments were not identified for the periods presented.

Intangible Assets and Other Long-Lived Assets

Intangible assets primarily represent acquired intangible assets including developed technology and customer relationships, as well as rights acquired under technology licenses, patents, and acquired IP.

We currently amortize our intangible assets with finite lives over periods ranging from one to twenty years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method.

We currently amortize our intangible assets with finite lives over periods ranging from one to twenty years using a method that reflects the pattern

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

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Business Combination

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

We allocate the fair value of the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values.

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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.

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

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

We assess whether an impairment loss has occurred on our investments in non-marketable equity securities, accounted for under the measurement alternative based on quantitative and qualitative factors.

If any impairment is identified for non-marketable equity securities, we write down the investment to its fair value and record the corresponding charge through other income (expense), net on our Consolidated Statements of Income.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

If any impairment is identified for non-marketable equity securities, we write down the investment to its fair value and record the corresponding charge through Other income, net on our Consolidated Statements of Income.

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

Equity method investments were not material.

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 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.

In November 2024, the Financial Accounting Standards Board, or 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 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.

Note 2 - Business Combination

Termination of the Arm Share Purchase Agreement

In February 2022, NVIDIA and SoftBank Group Corp, or SoftBank, announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm from SoftBank.

The parties agreed to terminate it due to significant regulatory challenges preventing the completion of the transaction.

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

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 2 - Groq

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

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

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

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

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

The goodwill is tax deductible.

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

Note 3 - Stock-Based Compensation

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:

We recognize stock-based compensation expense from grants of restricted stock units, or RSUs, performance stock units, or PSUs, and market-based PSUs, and issuances under our employee stock purchase plan, or ESPP.

Consolidated Statements of Income include stock-based compensation expense as follows:

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

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Total $ 6,386 $ 4,737 $ 3,549

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 $ 20.75 $ 8.61 $ 6.99

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:

As of January 25, 2026, aggregate unearned stock-based compensation expense was $ 14.8 billion, which is expected to be recognized over a weighted average period of 2.3 years for RSUs, PSUs, and market-based PSUs, and 0.9 years for ESPP.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

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Amended and Restated 2007 Equity Incentive Plan

In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, or as most recently amended and restated, the 2007 Plan.

The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants.

The NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants.

Only our employees may receive incentive stock options.

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As of January 25, 2026, up to 192 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan, and 1.3 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.

Market-based PSUs vest on approximately 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.

Amended and Restated 2012 Employee Stock Purchase Plan

In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan.

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.

Employees who participate in the NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan, 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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As of January 25, 2026, we had 2.2 billion shares reserved for future issuance under the 2012 Plan.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Equity Award Activity

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The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 25, 2026, January 26, 2025, and January 28, 2024, was $ 22.2 billion, $ 15.1 billion, and $ 8.2 billion, respectively.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 4 - Net Income Per Share

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

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

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

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As of January 26, 2025, the total carrying amount of goodwill was $ 5.2 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ 4.8 billion and $ 370 million, respectively.

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

Goodwill increased by $ 15.6 billion in fiscal year 2026 and was allocated to our Compute & Networking reporting unit.

During the fourth quarters of fiscal years 2026, 2025, and 2024, 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

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Amortization expense associated with intangible assets for fiscal years 2026, 2025, and 2024 was $ 488 million, $ 593 million, and $ 614 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 25, 2026:

2 unchanged sentences

2032 and thereafter 83

Total $ 3,306

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 7 - Cash Equivalents and Marketable Securities

The fair values of our financial assets 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.

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

Cost Unrealized

Pricing Category Cost or Amortized

Gain Unrealized

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Fair Value Reported as

Cash Equivalents Marketable Securities

Cash Equivalents Marketable Securities Other Assets

(In millions)

Corporate debt securities $ 18,504 $ 51 $ ( 29 ) $ 18,526 $ 2,071 $ 16,455

Debt securities issued by the U.S.

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

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

Treasury Level 2 $ 21,635 $ 77 $ ( 3 ) $ 21,709 $ — $ 21,709 $ —

Corporate debt securities Level 2 15,410 92 ( 3 ) 15,499 345 15,154 —

Debt securities issued by U.S.

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

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

government agencies Level 2 2,157 4 — 2,161 — 2,161 —

Certificates of deposit Level 2 110 — — 110 110 — —

Foreign government bonds Level 2 40 1 — 41 — 41 —

Money market funds Level 1 7,830 — — 7,830 7,830 — —

Publicly-held equity securities (1) (2)

Level 1 17,726 — 12,886 4,840

Total $ 47,182 $ 174 $ ( 6 ) $ 65,076 $ 8,285 $ 51,951 $ 4,840

(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.

(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 balance as of January 25, 2026 includes $ 10.5 billion of investments which are subject to short-term lock-up restrictions on the ability to sell.

(2) The long-term portion of marketable equity securities, which are subject to lock-up restrictions through December 2027 of $ 4.8 billion as of January 25, 2026, is included in other assets.

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 $ 6.6 billion for fiscal year 2026.

Net unrealized gains on investments in publicly-held equity securities held at period end were not significant for fiscal years 2025 and 2024.

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.

Net realized gains on investments in publicly-held equity securities sold were not significant for fiscal years 2026, 2025, and 2024, 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.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Pricing Category Cost or Amortized

Cost Unrealized

4 unchanged sentences

(In millions)

Corporate debt securities $ 10,126 $ 31 $ ( 5 ) $ 10,152 $ 2,231 $ 7,921

Debt securities issued by the U.S.

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

Certificates of deposit 510 — — 510 294 216

Foreign government bonds 174 — — 174 60 114

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

Estimated Fair Value Gross Unrealized Loss Estimated Fair Value Gross Unrealized Loss Estimated Fair Value Gross Unrealized Loss

(In millions)

Corporate debt securities Level 2 $ 18,504 $ 51 $ ( 29 ) $ 18,526 $ 2,071 $ 16,455

Debt securities issued by the U.S.

Treasury $ 6,315 $ ( 22 ) $ 177 $ — $ 6,492 $ ( 22 )

Corporate debt securities 5,291 ( 29 ) 15 — 5,306 ( 29 )

Treasury Level 2 16,749 42 ( 22 ) 16,769 1,801 14,968

Debt securities issued by U.S.

government agencies 816 ( 5 ) 21 — 837 ( 5 )

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

Foreign government bonds Level 2 177 — — 177 137 40

Certificates of deposit Level 2 97 — — 97 97 —

Money market funds Level 1 3,760 — — 3,760 3,760 —

Publicly-held equity securities

Level 1 381 — 381

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

Less than 12 Months 12 Months or Greater Total

Estimated Fair Value Gross Unrealized Loss Estimated Fair Value Gross Unrealized Loss Estimated Fair Value Gross Unrealized Loss

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:

Jan 25, 2026 Jan 26, 2025

Less than 12 Months Less than 12 Months

Estimated Fair Value Gross Unrealized Loss Estimated Fair Value Gross Unrealized Loss

(In millions)

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Total $ 13,132 $ ( 6 ) $ 12,422 $ ( 56 )

Gross unrealized losses related to debt securities in a continuous loss position of twelve months or greater as of January 25, 2026 and January 26, 2025 were not significant.

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

Cost Estimated

Fair Value Amortized

Cost Estimated

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

(In millions)

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Total $ 39,520

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

Pricing Category Jan 26, 2025 Jan 28, 2024

(In millions)

Cash equivalents and marketable securities:

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

Debt securities issued by the U.S.

Treasury Level 2 $ 16,769 $ 9,524

Debt securities issued by U.S.

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

Foreign government bonds Level 2 $ 177 $ 174

Certificates of deposit Level 2 $ 97 $ 510

Other assets:

Publicly-held equity securities Level 1 $ — $ 225

Liabilities (1)

0.584 % Notes Due 2024

Level 2 $ — $ 1,228

3.20 % Notes Due 2026

Level 2 $ 982 $ 970

1.55 % Notes Due 2028

Level 2 $ 1,136 $ 1,115

2.85 % Notes Due 2030

Level 2 $ 1,376 $ 1,367

2.00 % Notes Due 2031

Level 2 $ 1,064 $ 1,057

3.50 % Notes Due 2040

Level 2 $ 824 $ 851

3.50 % Notes Due 2050

Level 2 $ 1,482 $ 1,604

3.70 % Notes Due 2060

Level 2 $ 367 $ 403

(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.

Note 8 - Non-marketable Equity Securities

Our non-marketable equity securities are valued under the measurement alternative applying valuation methods based on observable transactions for similar investments of the same issuer and unobservable inputs such as volatility, expected

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

time to liquidity, risk free rate and security-specific rights and obligations.

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

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

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Unrealized gains 2,369 816

Reclassification (1)

Impairments and unrealized losses ( 101 ) ( 59 )

Balance at end of period $ 22,251 $ 3,387

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.

(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 $ 2.7 billion and $ 1.1 billion, and cumulative gross unrealized losses and impairments of $ 176 million and $ 105 million on securities held as of January 25, 2026 and January 26, 2025, respectively.

Note 9 - Balance Sheet Components

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.

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

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

Three direct customers accounted for 25 %, 18 %, and 13 % of our accounts receivable balance as of January 25, 2026.

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

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Total inventories (1) $ 21,403 $ 10,080

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

(1) In fiscal years 2026 and 2025, we recorded inventory provisions of $ 4.0 billion and $ 1.6 billion, respectively, in cost of revenue.

Jan 25, 2026 Jan 26, 2025 Estimated

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Equipment, compute hardware, and software

12,619 7,568 2 - 7

Construction in process 683 529 (C)

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(A) Land is a non-depreciable asset.

(B) The estimated useful lives of our buildings are up to thirty years .

Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the expected remaining lease term.

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

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.

(B) The estimated useful lives of our buildings are up to thirty years .

Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the expected remaining lease term.

Depreciation expense for fiscal years 2026, 2025, and 2024 was $ 2.4 billion, $ 1.3 billion, and $ 894 million, respectively.

Accumulated amortization of leasehold improvements and finance leases was $ 519 million and $ 410 million as of January 25, 2026 and January 26, 2025, respectively.

Property, equipment and intangible assets acquired by assuming related liabilities during fiscal years 2025, 2024, and 2023 were $ 525 million, $ 170 million, and $ 374 million, respectively.

Jan 26, 2025 Jan 28, 2024

Other Assets (Long Term):

(In millions)

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

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

Income tax receivable 750 —

Prepaid royalties 340 364

Other 201 357

Total other assets $ 6,425 $ 4,500

(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.

Property, equipment and intangible assets acquired but not paid for during fiscal years 2026, 2025, and 2024 were $ 820 million, $ 525 million, and $ 170 million, respectively.

Jan 25, 2026 Jan 26, 2025

2 unchanged sentences

Customer program accruals $ 5,318 $ 4,880

Accrued purchase consideration

Product warranty

Excess inventory purchase obligations (1) 2,739 2,095

Product warranty and return provisions 1,373 415

Taxes payable 2,669 881

Accrued payroll and related expenses 848 675

Deferred revenue (2) 1,379 837

Operating leases 288 228

Licenses and royalties 175 182

Unsettled share repurchases 132 187

Accrued payroll and related expenses 1,146 848

Other 1,373 897

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(1) In fiscal years 2026 and 2025, we recorded an expense of approximately $ 3.2 billion and $ 2.0 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.

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

The balance as of January 25, 2026 and January 26, 2025 included $ 160 million and $ 81 million of customer advances, respectively.

3 unchanged sentences

Income tax payable (1) $ 3,958 $ 2,188

Deferred revenue (2) 976 573

Deferred income tax 1,774 886

Licenses payable 116 80

Deferred revenue (2) 1,193 976

Other 381 195

Total other long-term liabilities $ 7,306 $ 4,245

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

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

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

Deferred Revenue

6 unchanged sentences

Balance at end of period $ 2,572 $ 1,813

(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.

(1) Includes $ 9.0 billion and $ 3.6 billion of customer advances for fiscal years 2026 and 2025, respectively.

(2) Includes $ 8.9 billion and $ 3.7 billion related to customer advances for fiscal years 2026 and 2025, respectively.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

We recognized revenue of $ 974 million and $ 729 million in fiscal years 2026 and 2025, respectively, that were included in the prior year end deferred revenue balance.

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Note 10 - 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.

12 unchanged sentences

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 Guarantees

In fiscal year 2026, we entered into agreements to guarantee partners’ facility lease obligations in the event of their default in exchange for warrants.

The maximum gross exposure under all agreements is $ 3.5 billion, which is reduced as the partners make payments to the lessors over terms ranging from 5 to 7 years.

The partners have placed $ 712 million in escrow to mitigate our potential exposure.

The guarantees, classified as credit derivatives with changes in fair value recognized in Other income and expense, were not material.

NVIDIA Corporation and Subsidiaries

1 unchanged sentence

Note 11 - Debt

Long-Term Debt

Remaining Term (years) Effective

15 unchanged sentences

34.2 3.73 % 500 500

3.70 % Notes Due 2060

35.2 3.73 % 500 500

Unamortized debt discount and issuance costs ( 32 ) ( 37 )

2 unchanged sentences

Total long-term portion $ 7,469 $ 8,463

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

As of January 25, 2026 and January 26, 2025, the estimated fair value of debt was $ 7.5 billion and $ 7.2 billion, respectively.

The estimated fair values are based on Level 2 inputs.

Our notes are unsecured senior obligations.

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As of January 25, 2026, we complied with the required covenants, which are non-financial in nature, under the outstanding notes.

Commercial Paper

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

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

In January 2026, we increased the size of our commercial paper program from $ 575 million to $ 25.0 billion.

As of January 25, 2026, no commercial paper was outstanding.

Note 12 - Commitments and Contingencies

Purchase Obligations

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.

Manufacturing, supply, and capacity commitments reflect datacenter-scale production and longer future ordering horizons across current and future product architectures.

We enter into agreements with our supply vendors 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.

Changes to these agreements may result in additional costs.

As of January 25, 2026, these commitments were $ 95.2 billion, of which substantially all will be paid through fiscal year 2027.

Multi-year cloud service agreement commitments as of January 25, 2026, were $ 27 billion, for which $ 7 billion, $ 6 billion, $ 5 billion, $ 5 billion, $ 2 billion, and $ 2 billion will be paid in fiscal years 2027, 2028, 2029, 2030, 2031, and 2032 and 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.

Investment commitments are $ 11.4 billion as of January 25, 2026, subject to certain contingencies, of which we expect substantially all will be made through fiscal year 2027.

Other commitments were $ 3.4 billion as of January 25, 2026, of which the majority will be paid through fiscal year 2027.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Total future purchase commitments as of January 26, 2025 are as follows:

(In millions)

2026 $ 35,727

2031 and thereafter 218

Total $ 45,079

Accrual for Product Warranty Liabilities

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 amount of product warranty liabilities was $ 2.8 billion and $ 1.3 billion as of January 25, 2026 and January 26, 2025, respectively.

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

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Balance at end of period $ 2,807 $ 1,290 $ 306

In fiscal years 2025, 2024, and 2023 the additions in product warranty liabilities primarily related to Compute & Networking segment.

In fiscal years 2026, 2025, and 2024 the additions in product warranty liabilities primarily related to our Compute & Networking segment.

We have provided indemnities for matters such as tax, product, and employee liabilities.

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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

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

After briefing and argument, the Supreme 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.

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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.

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

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Litigation action.

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.

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

On August 11, 2025, the court granted the parties’ stipulation to voluntarily dismiss with prejudice plaintiff City of Westland Police and Fire Retirement System.

This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities Litigation action.

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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.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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 13 - Income Taxes

The income tax expense (benefit) applicable to income before income taxes consists of the following:

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, which we adopted on a prospective basis for the year ending January 25, 2026.

The Income tax expense applicable to income before income taxes consists of the following:

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

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Total deferred ( 1,424 ) ( 4,477 ) ( 2,489 )

Income tax expense (benefit) $ 11,146 $ 4,058 $ ( 187 )

Income tax expense $ 21,383 $ 11,146 $ 4,058

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Income before income tax consists of the following:

5 unchanged sentences

The income tax expense (benefit) differs from the amount computed by applying the U.S.

federal statutory rate of 21% to income before income taxes as follows:

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

federal statutory rate of 21.0 % to income before income taxes for the fiscal year ended January 25, 2026 as follows:

(In millions, except percentages)

US Federal Statutory Tax Rate

$ 29,704 21.0 %

State and Local Income Taxes, Net of Federal Income Tax Effect (1) 258 0.2 %

Foreign tax effects

Reduced statutory tax rate on qualifying income

( 3,064 ) ( 2.2 ) %

Other foreign jurisdictions

Effect of cross-border tax laws

Foreign-derived deduction eligible income ( 4,208 ) ( 3.0 ) %

( 142 ) ( 0.1 ) %

Tax credits ( 1,933 ) ( 1.4 ) %

Nontaxable or nondeductible items

Stock-based compensation ( 1,475 ) ( 1.0 ) %

( 133 ) ( 0.1 ) %

Income tax expense $ 21,383 15.1 %

(1) State taxes in California, Tennessee, Arizona, and Illinois made up the majority of the tax effect in fiscal year 2026.

(2) Includes the tax effects of enactment of new tax laws, change in valuation allowance, and change in unrecognized tax benefits.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

The income tax expense (benefit) differs from the amount computed by applying the U.S.

federal statutory rate of 21% to income before income taxes for fiscal years ended January 26, 2025 and January 28, 2024 as follows:

Jan 26, 2025 Jan 28, 2024

(In millions, except percentages)

Tax expense computed at federal statutory rate $ 17,645 21.0 % $ 7,102 21.0 %

1 unchanged sentence

State income taxes, net of federal tax effect 554 0.7 % 120 0.4 %

Foreign-derived intangible income ( 2,976 ) ( 3.5 ) % ( 1,408 ) ( 4.2 ) % ( 739 ) ( 17.7 ) %

Foreign-derived deduction eligible income ( 2,976 ) ( 3.5 ) % ( 1,408 ) ( 4.2 ) %

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

1 unchanged sentence

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

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

Other ( 6 ) — % ( 117 ) ( 0.3 ) %

Income tax expense (benefit) $ 11,146 13.3 % $ 4,058 12.0 % $ ( 187 ) ( 4.5 ) %

Income tax expense

$ 11,146 13.3 % $ 4,058 12.0 %

In July 2025, the OBBBA was enacted into law and contains several changes to key U.S.

federal income tax laws.

We have recognized the tax effects of currently effective OBBBA provisions in our results for fiscal year 2026.

The amount of cash paid for income taxes (net of refunds) for the fiscal year ended January 25, 2026 is as follows:

(In millions)

Total income taxes paid, net of refunds

NVIDIA Corporation and Subsidiaries

5 unchanged sentences

Capitalized research and development expenditure $ 5,436 $ 6,256

GILTI deferred tax assets 2,820 1,576

Net controlled foreign corporation tested income deferred tax assets

Accruals and reserves, not currently deductible for tax purposes 3,644 2,058

Research and other tax credit carryforwards 718 759

Net operating loss and capital loss carryforwards 456 439

Operating lease liabilities 554 299

Stock-based compensation 124 106

Property, equipment and intangible assets 82 64

Net operating loss and capital loss carryforwards 443 456

Other deferred tax assets 679 566

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Deferred tax liabilities:

Equity investments ( 2,227 ) ( 264 )

Unremitted earnings of foreign subsidiaries ( 1,813 ) ( 891 )

Operating lease assets ( 533 ) ( 286 )

Equity investments ( 264 ) ( 60 )

Acquired intangibles ( 38 ) ( 70 )

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Net deferred tax asset (1) $ 11,484 $ 10,093

(1) Net deferred tax asset includes long-term deferred tax assets of $ 11 billion and $ 6.1 billion and long-term deferred tax liabilities of $ 886 million and $ 462 million for fiscal years 2025 and 2024, respectively.

(1) Net deferred tax asset includes long-term deferred tax assets of $ 13.3 billion and $ 11.0 billion and long-term deferred tax liabilities of $ 1.8 billion and $ 886 million for fiscal years 2026 and 2025, respectively.

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

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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 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.

As of January 25, 2026 and January 26, 2025, we had a valuation allowance of $ 768 million and $ 1.6 billion, respectively, related to capital loss carryforwards, and certain 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 25, 2026, based on recent jurisdictional taxable income and expected future earnings, we concluded certain state deferred tax assets are more likely than not realizable and released $ 711 million of valuation allowance.

As of January 25, 2026, we had U.S.

federal, state and foreign net operating loss carryforwards of $ 747 million, $ 427 million and $ 503 million, respectively.

The federal and state carryforwards will begin to expire in fiscal years 2026 and 2027, respectively.

The foreign net operating loss carryforwards of $ 349 million may be carried forward indefinitely.

The federal and state carryforwards will begin to expire in fiscal year 2027.

The foreign net operating loss carryforwards may be carried forward indefinitely.

As of January 25, 2026, we had federal research tax credit carryforwards of $ 56 million, before the impact of uncertain tax positions, that will begin to expire in fiscal year 2027.

We have state research tax credit carryforwards of $ 1.5 billion, before the impact of uncertain tax positions.

$ 1.4 billion is attributable to the State of California and may be carried over indefinitely and $ 98 million is attributable to various other states and will begin to expire in fiscal year 2026.

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

We have state research tax credit carryforwards of $ 1.4 billion, before the impact of uncertain tax positions, of which $ 1.3 billion is attributable to the State of California and may be carried over indefinitely and $ 132 million is attributable to various other states and will begin to expire in fiscal year 2028.

As of January 25, 2026, we had federal capital loss carryforwards of $ 902 million that will begin to expire in fiscal year 2028.

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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Increases in tax positions for prior years 57 48 87

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

Lapse in statute of limitations ( 224 ) ( 27 ) ( 19 )

Decreases in tax positions for prior years ( 157 ) ( 88 ) ( 148 )

Settlements ( 76 ) ( 10 ) ( 104 )

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We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate payment or receipt of cash for income taxes within one year.

The amount is classified as a long-term liability, or reduction of long-term amount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a year.

The amount is classified as a long-term liability, or long-term amount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a year.

We include interest and penalties related to unrecognized tax benefits as a component of income tax expense.

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As of January 25, 2026 and January 26, 2025, we have accrued $ 374 million and $ 251 million, respectively, for the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross unrecognized tax benefits.

While we believe that we have adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than our accrued position.

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.

As of January 26, 2025, we have not identified any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.

We are subject to taxation by taxing authorities both in the United States and other countries.

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 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.

We are subject to examination by taxing authorities both in the United States and other countries.

As of January 25, 2026, the significant tax jurisdictions that may be subject to examination include the United States for fiscal years after 2022, as well as Canada, China, Germany, Hong Kong, India, Israel, Italy, and Taiwan for fiscal years 2014 through 2025.

As of January 25, 2026, the significant tax jurisdictions for which we are currently under examination include the United States, Germany, Hong Kong, India, Israel, and Taiwan for fiscal years 2014 through 2025.

Note 14 - Shareholders’ Equity

Capital Return Program

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

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

In fiscal years 2026 and 2025, we repurchased 282 million and 310 million shares of our common stock for $ 40.4 billion and $ 34.0 billion, respectively.

As of January 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $ 58.5 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.

From January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $ 1.5 billion pursuant to a pre-established trading plan.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

In fiscal years 2026, 2025, and 2024, we paid cash dividends to our shareholders of $ 974 million, $ 834 million, and $ 395 million, respectively.

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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;

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;

vGPU software for cloud-based visual and virtual computing;

automotive platforms for infotainment systems;

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

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.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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 and networking platforms and AI solutions and software, and Automotive platforms and autonomous and electric vehicle solutions including software.

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

Certain expenses 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.

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

The table below presents details of our reportable segments and the “All Other” category.

Compute & Networking Graphics All Other Consolidated

The table below presents details of our reportable segments.

Compute & Networking

Graphics Total

(In millions)

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Other segment items (1) 63,338 13,303 76,641

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

Operating income

$ 130,141 $ 9,156 $ 139,297

Year Ended Jan 26, 2025

1 unchanged sentence

Other segment items (1) 33,318 9,219 42,537

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

Operating income $ 82,875 $ 5,085 $ 87,960

Year Ended Jan 28, 2024

1 unchanged sentence

Other segment items (1) 15,389 7,671 23,060

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

Operating income $ 32,016 $ 5,846 $ 37,862

(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 & Networking segment for fiscal years 2026, 2025, and 2024 was $ 1.6 billion, $ 732 million, and $ 457 million, respectively.

Depreciation and amortization expense attributable to our Graphics segment for fiscal years 2026, 2025, and 2024 was $ 590 million, $ 372 million, and $ 307 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.

NVIDIA Corporation and Subsidiaries

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”.

A reconciliation of segment operating income to consolidated income before income tax for fiscal years 2026, 2025, and 2024 were as follows:

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

Reconciling items included in "All Other" category:

(In millions)

Segment operating income

$ 139,297 $ 87,960 $ 37,862

Stock-based compensation expense ( 6,386 ) ( 4,737 ) ( 3,549 )

Unallocated cost of revenue and operating expenses ( 1,171 ) ( 728 ) ( 595 )

Unallocated operating expenses

( 1,997 ) ( 1,171 ) ( 728 )

Acquisition-related and other costs ( 527 ) ( 599 ) ( 613 )

Acquisition termination cost — — ( 1,353 )

Other 3 ( 30 ) ( 79 )

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

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.

Interest income

2,300 1,786 866

Interest expense

( 259 ) ( 247 ) ( 257 )

Other income, net

9,022 1,034 237

Consolidated income before income tax

$ 141,450 $ 84,026 $ 33,818

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.

Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

Geographic Revenue based upon Customer Billing Location:

Geographic Revenue based upon Customer Headquarters Location (1):

(In millions)

United States $ 149,617 $ 77,482 $ 31,533

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

Taiwan 20,573 13,405 6,986

42,345 23,600 14,912

China (including Hong Kong) 19,677 25,048 12,330

Other 7,875 3,414 3,623

4,299 4,367 2,147

Total revenue $ 215,938 $ 130,497 $ 60,922

(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.

(1) In the third quarter of fiscal year 2026, we changed to revenue based upon the location of our customers’ headquarters as we believe it provides a better representation of the geographic profile of our revenue.

Prior period information has been recast to reflect this change.

(2) In fiscal year 2026, we estimate 76 % of Data Center revenue from Taiwan-headquartered customers was 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 %, 41 %, and 48 % of total revenue for fiscal years 2026, 2025, and 2024, respectively.

The increase in revenue to the United States for fiscal years 2026 and 2025 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.

We refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, CSPs, AI model makers, 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, AI model makers, enterprises, and public sector entities.

Our revenue is concentrated among a limited number of direct and indirect customers and this trend may continue.

Direct Customers – For fiscal year 2026, sales to one direct customer represented 22 % of total revenue and sales to another direct customer represented 14 % of total revenue, all of which were primarily attributable to the Compute & Networking segment.

For fiscal year 2025, sales to one direct customer represented 12 % of total revenue and sales to two direct customers each represented 11 % of total revenue, all of which were primarily attributable to the Compute & Networking segment.

For fiscal year 2024, sales to one direct customer represented 13 % of total revenue, and were primarily attributable to the Compute & Networking segment.

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:

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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.

Our lease obligations primarily consist of operating leases for our offices and data centers, with lease periods expiring between fiscal years 2027 and 2041.

Future minimum lease obligations under our non-cancelable lease agreements as of January 25, 2026 were as follows:

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Operating Lease Obligations

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Long-term operating lease liabilities $ 2,572

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.

Between fiscal years 2027 and 2030, we expect to commence leases with future obligations of $ 22.7 billion, primarily data center leases to support our research and development efforts, with lease terms of 1.8 to 20 years.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Operating lease costs for fiscal years 2026, 2025, and 2024 were $ 462 million, $ 356 million, and $ 269 million, respectively.

Short-term and variable lease costs for fiscal years 2026, 2025, and 2024 were not significant.

Other information related to leases was as follows:

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(3) Additional valuation allowance on deferred tax assets not likely to be realized.

Additions represent additional valuation allowance on capital loss carryforwards, and certain state and other deferred tax assets.

Deductions represent the release of valuation allowance on certain state deferred tax assets.

Additions represent additional valuation allowance on certain state and other deferred tax assets.

Deductions mainly represent the release of valuation allowance on certain state deferred tax assets.

Refer to Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

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Exhibit Description Schedule/Form Exhibit Filing Date

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

8-K 2.1 9/14/2020

3.1 Restated Certificate of Incorporation

16 unchanged sentences

Description of Securities

10-K 4.6 2/26/2025

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

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Form of 2028 Note

8-K Annex A-1 to Exhibit 4.2 6/16/2021

4.14 Form of 2024 Note

8-K Annex B-1 to Exhibit 4.2 6/16/2021

4.15 Form of 2028 Note

8-K Annex C-1 to Exhibit 4.2 6/16/2021

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Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2022)

10-Q 10.2 5/26/2021

10.8+ Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2022)

10-K 10.16 3/18/2022

8 unchanged sentences

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

10-K 10.13 2/26/2025

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

10-K 10.14 2/26/2025

Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2025)

10-Q 10.1 8/27/2025

Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2025)

10-Q 10.2 8/27/2025

Amended and Restated 2012 Employee Stock Purchase Plan

10.16+ Variable Compensation Plan - Fiscal Year 2024

10-K 10.15 2/26/2025

1 unchanged sentence

8-K 10.1 3/14/2024

10.18 Form of Commercial Paper Dealer Agreement between NVIDIA Corporation, as Issuer, and the Dealer party thereto

Variable Compensation Plan - Fiscal Year 2026

8-K 10.1 3/7/2025

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Donald Robertson

/s/ ROBERT K.

BURGESS Director February 26, 2025

/s/ TENCH COXE Director February 26, 2025

/s/ TENCH COXE

Director February 25, 2026

DABIRI Director February 25, 2026

/s/ PERSIS S.

DRELL Director February 26, 2025

/s/ DAWN HUDSON Director February 25, 2026

5 unchanged sentences

NEAL Director February 25, 2026

/s/ ELLEN OCHOA Director February 26, 2025

BROOKE SEAWELL Director February 25, 2026

3 unchanged sentences

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