What changed in this filing

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Item 1A. Risk Factors

2026-08-26 compared with 2026-05-20 · 62 added, 111 removed, 127 unchanged (58% of the section changed)

Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 25, 2026, and below.

Other than the risk factors listed below, there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 25, 2026 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 26, 2026.

Purchasing or owning NVIDIA securities involves investment risks including, but not limited to, the risks described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 25, 2026, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 26, 2026, and below.

Any one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline.

Additional risks, trends and uncertainties not presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations or reputation.

Competition could adversely impact our market share and financial results.

Our target markets remain competitive, and competition may intensify with expanding and changing product and service offerings, industry standards, customer and market needs, new entrants and consolidations.

Other companies compete

with us on a wide range of parameters including price, total cost of ownership, and performance, which has resulted and may in the future result in lower-than-expected selling prices or demand for our products.

Some of our competitors operate their own fabrication facilities, and have longer operating histories, larger customer bases, more comprehensive IP portfolios and patent protections, more design wins, and greater financial, sales, marketing and distribution resources than we do.

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

Some of our customers are developing their own ASICs and other products, including designs optimized for certain workloads that may not require all of the features and functionality our data center systems provide.

Others may offer cloud-based services that compete with our AI cloud service offerings, and we may not be able to establish market share sufficient to achieve the scale necessary to meet our business objectives.

If we are unable to successfully compete in this environment, demand for our products, services, and technologies could decrease, which may negatively impact our business.

Long manufacturing lead times and uncertain supply and capacity availability, combined with a failure to estimate customer demand accurately, has led and could in the future lead to mismatches between supply and demand.

We have long manufacturing lead times and build finished products and maintain inventory in advance of anticipated demand.

In periods of shortages impacting the semiconductor industry and/or limited supply or capacity in our supply chain, the lead times for certain supply may be extended.

We have previously experienced and may continue to experience extended lead times of more than 12 months.

To secure future supply and capacity, we have paid premiums, provided deposits, and entered into long-term supply agreements and capacity commitments, which have increased our product costs and this may continue.

We may still be unable to secure sufficient commitments for capacity to address our business needs.

If we inaccurately estimate demand, or our customers change orders, as we have experienced in the past, we may not be able to reduce our supply commitments in time, at the same rate, or at all.

Significant mismatches between supply and demand have varied across our market platforms, resulted in both product shortages and excess inventory, significantly harmed our financial results and could reoccur.

If we underestimate demand, and our foundry partners and contract manufacturers are unable to increase production or provide sufficient supply, we may not be able to meet increased customer demand in a timely manner, or at all.

Our reputation and customer relationships could be damaged and we could lose revenue and market share.

Additionally, since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any one component have had and may have a broader revenue impact.

For example, our ability to sell certain products has been and could be impeded if components necessary for the finished products are not available from third parties.

If we overestimate demand, or if customers cancel or defer orders or choose to purchase from our competitors, we may not be able to utilize on-hand inventory or reduce purchase commitments accordingly.

We have had to reduce average selling prices, including due to our channel pricing programs, increase prices for certain of our products as a result of our suppliers’ increase in prices, write down our inventory, incur cancellation penalties, and record impairments, and may have to do so in the future.

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

These risks have increased and may continue to increase as our purchase obligations and prepaids have grown and are expected to continue to grow and become a greater portion of our total supply.

All of these factors may negatively impact our gross margins and financial results.

Factors that have caused and/or could in the future cause us to underestimate or overestimate demand, and impact the timing and volume of our revenue, include:

• changes in product development cycles and time to market;

• competing technologies and competitor product releases, announcements or other actions;

• changes in business and economic conditions;

• sudden or sustained government lockdowns or public health issues;

• rapidly changing technology or customer requirements;

• the availability of sufficient data center capacity or energy for customers to procure;

• new product introductions and transitions resulting in less demand for existing products;

• new or unexpected end-use cases;

• increase in demand for competitive products;

• changes in end-user demand;

• purchasing decisions made, and inventory levels held by, distributors, ODMs, OEMs, system integrators, other channel partners and other third parties;

• the ability of developers, end customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our platforms;

• the demand for accelerated computing, AI-related cloud services, or large language models;

• changes that impact the ecosystem for the architectures underlying our products and technologies;

• government actions or changes in governmental policies, such as export controls, increased restrictions on gaming usage, or tariffs;

• our customers’ and partners’ ability to secure capital and energy and to build complex data center infrastructure timely;

• the availability of third-party content on our platforms, such as GeForce NOW.

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

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

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

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

Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis.

Extended lead times may occur if we experience other supply constraints caused by natural disasters, pandemics or other events.

Geopolitical tensions in regions where we rely on suppliers, contract manufacturers, and assembly partners that are critical to our supply continuity, could have a material adverse impact on us.

Supply availability affecting memory, and other components, as well as rising prices, may drive the prices for data center buildouts higher.

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

We continue to increase our supply and capacity purchases with existing and new suppliers to support our demand projections and increasing complexity of our data center products.

We have also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products.

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

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

We have incurred and may in the future incur inventory provisions or impairments if our inventory or supply or capacity commitments exceed demand for our products or demand declines.

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

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

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

Delays or shortfalls could impact our ability to meet demand.

Introducing or offering multiple architectures concurrently is complex and we often ship multiple architecture products simultaneously as our channel partners prepare to ship and support new products.

We are generally in various stages of introducing and/or offering the architectures of our Data Center and Edge Computing products.

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

We have introduced a new product and architecture cadence of our Data Center solutions where we seek to complete new computing solutions each year and provide a greater variety of Data Center offerings, including our Rubin platform which is expected to start shipping in the second half of fiscal year 2027.

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

Qualification time for new products, customers anticipating new architecture introductions, and channel partners reducing channel inventory of prior architectures ahead of new product introductions can reduce, or create volatility in, our revenue.

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

We have experienced and may in the future experience reduced demand for current generation architectures when customers anticipate new architectures, and we may be unable to sell multiple product architectures at the same time.

Our financial results have been and may in the future be negatively impacted if we are unable to execute our architectural introductions as planned for any reason.

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

For example, our gross margins in the second quarter of fiscal year 2025 were negatively impacted by inventory provisions for low-yielding Blackwell material.

We incur significant engineering development resources for new products, and changes to our product roadmap may impact our ability to develop other products or adequately manage our supply chain cost.

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

While we have managed concurrent architecture introductions and/or offerings and have sold multiple product architectures at the same time, these efforts are difficult, may impair our ability to predict demand and impact our supply mix, and may cause us to incur additional costs.

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

We may not be able to generate significant revenue from them.

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

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

For example, several years ago, our gaming GPUs began to be used for mining digital currencies, such as Ethereum.

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

Volatility in the cryptocurrency market, including new compute technologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in the method of verifying blockchain transactions, has impacted and can in the future impact cryptocurrency mining and demand for our products and can further impact our ability to estimate demand for our products.

Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining.

This has created and may in the future create increased aftermarket sales of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs.

In general, our new products or previously sold products may be resold online or on the unauthorized “gray market,” which also makes demand forecasting difficult.

Gray market products and reseller marketplaces compete with our new products and distribution channels.

Our inability to accurately predict our demand that arises from new use cases may create volatility in our revenue.

Commitments, guarantees, and other commercial arrangements expose us to financial, counterparty and execution risks and may not provide anticipated benefits.

To support our operations and growth, we commit capital to secure supply and capacity, obtain cloud services, and lease data center capacity.

These arrangements require substantial payments over many years.

If future demand, our needs or plans differ from our expectations, we may be unable to reduce these commitments.

Future demand may be affected by the ability of customers and partners, including those developing open models, to generate revenue and sustain investment in computing infrastructure.

To support our customers’ and partners’ buildout of AI infrastructure, we enter into commercial arrangements, including financial guarantees and other forms of credit support, financing arrangements, and data center leases.

Customers or partners may fail to fulfill their financial commitments, secure necessary capital or infrastructure, complete projects on schedule or within budget, or experience financial distress or insolvency.

Power constraints, government actions or regulations, permitting delays, or community opposition may delay, restrict or prevent the development or operation of data centers.

We may have limited control over these matters.

Financing arrangements with certain investment-grade customers, including extended payment terms under large, multi-quarter agreements, will continue to affect the timing of our operating cash flows.

We intend to assign certain data center leases to third parties.

Delays in completing these assignments could cause us to bear the related lease costs longer than anticipated.

We have entered into agreements with AI clouds to enable broader access to our data center infrastructure products.

Under the agreements, if AI clouds do not successfully sell committed capacity to third-party customers, we have agreed to purchase that capacity.

We may not have sufficient demand for, or the operational ability to use or resell, all the capacity we are committed to purchase.

We may earn a share of revenue generated by sales of the supported capacity, but lower-than-expected AI compute demand or pricing may reduce the revenue we receive.

We have entered into guarantees with SB Energy relating to leases at the PORTS Technology Campus that may expose us to substantial obligations over extended periods.

SB Energy may not complete or deliver the infrastructure as expected or on schedule, which may delay or reduce anticipated benefits.

If OpenAI does not perform its obligations or becomes subject to an insolvency event, and a guarantee is triggered, we may assume the applicable lease, require the landlord to

seek a replacement tenant, initiate a sale process or choose to pursue other remedies.

A replacement tenant or buyer may not be found on acceptable terms or timing, any replacement lease or sale may generate less value than anticipated, and our obligations may continue longer than expected.

We may assume long-term lease obligations, incur ongoing lease-related costs or make substantial payments.

Although OpenAI has agreed to reimburse and indemnify us for certain losses, we may not recover amounts promptly or in full.

In August 2026, we entered into memoranda of understanding with large capital providers regarding independent financing platforms through which the providers would raise and deploy third-party capital for the buildout of AI infrastructure.

These and other preliminary arrangements may not lead to definitive agreements.

Any of these risks may adversely affect our business, financial condition, results of operations or cash flows.

We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our business.

18 unchanged sentences

For example, we may face increased compliance costs as a result of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity vulnerabilities and risks.

Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, the United Kingdom, South Korea, Japan, and China.

For example, the French Competition Authority collected information from us regarding our business and competition in the graphics card and CSP market as part of an ongoing inquiry into competition in those markets.

Our business is facing increased interest from regulators worldwide, including the European Union, the United States, the United Kingdom, South Korea, Japan, and China.

For example, the French Competition Authority is questioning whether gaming GPUs and data center GPUs are separate product categories, an inquiry that may impact the export controls applicable to gaming products sold in France and Europe.

We have also received, and continue to receive, broad requests for information from competition regulators in the European Union, the United States, the United Kingdom, China, and South Korea regarding our sales of GPUs and other NVIDIA products, our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, the markets in which we compete and our competition, our strategies, roadmaps, and efforts to develop, market, and sell hardware, software, and system solutions, and our agreements with customers, suppliers, and partners.

2 unchanged sentences

Governments and regulators are also considering, and in certain cases, have imposed restrictions on the hardware, software, and systems used to develop frontier foundation models and generative AI.

For example, the EU AI Act became effective on August 1, 2024 and will be fully applicable after a two-year transitional period.

For example, the EU AI Act became effective on August 1, 2024 and will be fully applicable after a multi-year transitional period.

The EU AI Act may impact our ability to train, deploy, or release AI models in the EU.

Several states are considering enacting or have already enacted regulations concerning AI technologies, with new state laws that took effect on January 1, 2026, which may impact our ability to train, deploy, or release AI models, and increase our compliance costs.

Restrictions under these and any other regulations, if implemented, could increase the costs and burdens to us and our customers, delay or halt deployment of

new systems using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results.

Restrictions under these and any other regulations, if implemented, could increase the costs and burdens to us and our customers, delay or halt deployment of new systems using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results.

Revisions to laws or regulations or their interpretation and enforcement could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our shipments.

7 unchanged sentences

or similar applicable non-U.S.

laws, even if the violation occurred without our knowledge, we may be subject to various penalties available under the laws, any of which could have a material and adverse impact on our business, operating results and financial condition.

laws, even if the violation occurred without our knowledge, we may be subject to various penalties available

under the laws, any of which could have a material and adverse impact on our business, operating results and financial condition.

For example, in response to the war in Ukraine, the United States and other jurisdictions imposed economic sanctions and export control measures which blocked the passage of our products, services and support into Russia, Belarus, and certain regions of Ukraine.

15 unchanged sentences

Repeated changes in the export control rules are likely to impose compliance burdens on our business and our customers, negatively and materially impacting our business.

export rules have already and are likely in the future to result in inquiries and investigations from foreign governments regarding sales of our products, subjecting our business, employees, and customers to increased burdens, disruption and risk.

Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting our business and financial results.

2 unchanged sentences

Additional export restrictions may not only impact our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our products and services to customers in all markets worldwide, which could also substantially reduce our revenue.

Regulators in China have

inquired about our sales and efforts to supply the China market and our fulfillment of the commitments we entered into at the close of our Mellanox acquisition.

Regulators in China have inquired about our sales and efforts to supply the China market and our fulfillment of the commitments we entered into at the close of our Mellanox acquisition.

On September 15, 2025, China’s antitrust regulators published their preliminary finding that our compliance with applicable U.S.

9 unchanged sentences

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

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

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

Beginning in February 2026, the USG granted licenses that would allow us to ship small amounts of H200 products to specific China-based customers.

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

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

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

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

Beginning in August 2025, the USG granted licenses that would have allowed us to ship certain H20 products to certain China-based customers, but such sales were restricted by the PRC government, and we were unable to sell our H20 inventory.

Beginning in February 2026, the USG granted licenses that would allow us to ship small amounts of H200 products to specific China-based customers, but such sales were restricted by the PRC government, and we have been unable to sell all the products for which we have licenses.

During the first half of fiscal year 2027, we incurred a $0.4 billion charge associated with H200 for excess inventory and purchase obligations, as the demand for H200 products diminished.

After incurring that charge, we have made a fraction of the allowed shipments under the USG’s H200 licensing program.

Those shipments account for less than 1% of Data Center revenue in our most recent quarter.

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

As a result, any H200s shipped under the new licensing program are subject to a 25% tariff upon importation into the United States.

We have been unable to pass along any of the tariff to our customers, and do not anticipate doing so in the event we are able to sell licensed products into the China market.

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

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

As of the end of the first quarter of fiscal year 2027, while we were able to ship uncontrolled products to China, such as gaming and workstation GPUs, we were effectively foreclosed from competing in China's data center computing/compute market, and our effective foreclosure from the China market helped our competitors build larger developer and customer ecosystems to challenge us worldwide.

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

As of the end of the second quarter of fiscal year 2027, while we were able to ship uncontrolled products to China, such as gaming and workstation GPUs, we were effectively foreclosed from competing in China’s data center computing/compute market, and our effective foreclosure from the China market helped our competitors build larger developer and customer ecosystems to challenge us worldwide.

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

25 unchanged sentences

The demand for open-source foundation models and applications promotes use of our products worldwide.

Any regulatory control or other restriction that limits our ability to provide products and services that support third-party applications and models, including applications built on foundation models originating in China such as DeepSeek, Qwen, or KIMMI, could have a material impact on our business, operating results, and financial condition.

Any regulatory control or other restriction that limits our ability to provide products and services that support third-party applications and models, including applications built on foundation models originating in China such as DeepSeek, Qwen, or Kimi, could have a material impact on our business, operating results, and financial condition.

The USG already imposed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a significant portion of our supply and distribution chain and negatively impact sales of such products to markets outside China, including the U.S.

6 unchanged sentences

Export controls have already and may in the future encourage customers outside China and other impacted regions to “design-out” certain U.S.

semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve

markets worldwide.

semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide.

Export controls have already encouraged and may in the future encourage overseas governments to request that our customers purchase from our competitors rather than NVIDIA or other U.S.

21 unchanged sentences

Any new restrictions that negatively impact our ability to receive supply of components, parts, or services from Taiwan and South Korea, would negatively impact our business and financial results.

Our indebtedness may adversely affect our financial condition and cash flows from operations.

As of July 26, 2026, we had $33.5 billion aggregate principal amount of senior notes outstanding.

As each series of senior notes matures, unless redeemed or repurchased, we must either repay or refinance the notes.

If we decide to refinance, we may receive less favorable terms or be unable to refinance at all, which may adversely affect our financial condition.

We also have a $25.0 billion commercial paper program with no amounts outstanding as of July 26, 2026.

Maintenance of our indebtedness, contractual restrictions, and additional issuances of indebtedness could cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments;

increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

limit our flexibility in responding to changes in our business and industry;

impair our ability to obtain future financing;

and restrict our ability to grant liens on property, enter into certain mergers and dispose of assets.

Our ability to comply with the covenants in our indenture may be affected by events beyond our control.

If we breach any of the covenants without a waiver from the note holders, then, subject to applicable cure periods, any such indebtedness may be declared immediately due and payable.

In addition, changes to our credit rating may negatively impact the value and liquidity of our securities, restrict our ability to obtain future financing and affect the terms of any such financing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors