UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~October 2726, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-23985

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			94-3177549
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

2788 San Tomas Expressway, Santa Clara, California			95051
(Address of principal executive offices)			(Zip Code)

(408) 486-2000

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NVDA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, $0.001 par value, outstanding as of ~~August~~November 2214, 2025, was 24.3 billion.

NVIDIA Corporation

Form 10-Q

For the Quarter Ended ~~July~~October 2726, 2025

Table of Contents

		Page
	Part I : Financial Information
Item 1.	Financial Statements (Unaudited)
	a) Condensed Consolidated Statements of Income for the three and six months ended July 27, 2025 and July 28, 2024	3
	a) Condensed Consolidated Statements of Income for the three and nine months ended October 26, 2025 and October 27, 2024	3
	b) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 27, 2025 and July 28, 2024	4
	b) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended October 26, 2025 and October 27, 2024	4
	c) Condensed Consolidated Balance Sheets as of July 27, 2025 and January 26, 2025	5
	c) Condensed Consolidated Balance Sheets as of October 26, 2025 and January 26, 2025	5
	d) Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended July 27, 2025 and July 28, 2024	6
	d) Condensed Consolidated Statements of Shareholders' Equity for the three and nine months ended October 26, 2025 and October 27, 2024	6
	e) Condensed Consolidated Statements of Cash Flows for the six months ended July 27, 2025 and July 28, 2024	8
	e) Condensed Consolidated Statements of Cash Flows for the nine months ended October 26, 2025 and October 27, 2024	8
	f) Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3132
Item 4.	Controls and Procedures	3233
	Part II : Other Information
Item 1.	Legal Proceedings	3233
Item 1A.	Risk Factors	3233
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3741
Item 5.	Other Information	3842
Item 6.	Exhibits	3943
Signature		4044

Where You Can Find More Information

Investors and others should note that we announce material financial information to our investors using our investor relations website, press releases, SEC filings and public conference calls and webcasts. We also use the following social media channels as a means of disclosing information about the company, our products, our planned financial and other announcements and attendance at upcoming investor and industry conferences, and other matters, and for complying with our disclosure obligations under Regulation FD:

NVIDIA Corporate Blog (http://blogs.nvidia.com)

NVIDIA Technical Blog (http://developer.nvidia.com/blog/)

NVIDIA LinkedIn Page (http://www.linkedin.com/company/nvidia)

NVIDIA Facebook Page (https://www.facebook.com/nvidia)

NVIDIA Instagram Page (https://www.instagram.com/nvidia)

NVIDIA X Account (https://x.com/nvidia)

NVIDIA Threads Page (https://www.threads.com/@nvidia)

NVIDIA Investor Relations Page (https://investor.nvidia.com)

In addition, investors and others can view NVIDIA videos on YouTube (https://www.YouTube.com/nvidia).

The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts and the blog, in addition to following our press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q. These channels may be updated from time to time on NVIDIA's investor relations website.

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

NVIDIA Corporation and Subsidiaries

Condensed Consolidated Statements of Income

(In millions, except per share data)

(Unaudited)

Three Months Ended

~~Six~~Nine Months Ended

Jul 27, 2025

Jul 28, 2024

Jul 27, 2025

Jul 28, 2024

Oct 26, 2025

Oct 27, 2024

Oct 26, 2025

Oct 27, 2024

Revenue

4657,~~743~~006

3035,~~040~~082

90147,~~805~~811

5691,~~084~~166

Cost of revenue

1215,~~890~~157

78,~~466~~926

3045,~~284~~441

1322,~~105~~031

Gross profit

3341,~~853~~849

2226,~~574~~156

60102,~~521~~370

4269,~~979~~135

Operating expenses

Research and development

4,~~291~~705

3,~~090~~390

812,~~280~~985

59,~~810~~200

Sales, general and administrative

1,~~122~~134

~~842~~897

23,~~163~~297

12,~~618~~516

Total operating expenses

5,~~413~~839

34,~~932~~287

1016,~~443~~282

711,~~428~~716

Operating income

2836,~~440~~010

1821,~~642~~869

5086,~~078~~088

3557,~~551~~419

Interest income

~~592~~624

~~444~~472

1,~~108~~732

~~803~~1,275

Interest expense

(6261)

(61)

(~~124~~186)

(~~125~~186)

Other income (expense), net

2,236

189

2,055

264

Other income, net

1,363

3,418

301

Total other income (expense), net

2,766

572

3,039

942

Total other income, net

1,926

447

4,964

1,390

Income before income tax

3137,~~206~~936

1922,~~214~~316

5391,~~117~~052

3658,~~493~~809

Income tax expense

46,~~784~~026

23,~~615~~007

713,~~920~~945

58,~~013~~020

Net income

2631,~~422~~910

1619,~~599~~309

4577,~~197~~107

3150,~~480~~789

Net income per share:

Basic

1.0831

0.6879

13.8516

12.2807

Diluted

1.0830

0.6778

13.8414

12.2704

Weighted average shares used in per share computation:

Basic

24,~~366~~327

24,~~578~~533

24,~~404~~378

24,~~599~~577

Diluted

24,~~532~~483

24,~~848~~774

24,~~571~~542

24,~~869~~837

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Three Months Ended				~~Six~~Nine Months Ended
	Jul 27, 2025		Jul 28, 2024		Jul 27, 2025		Jul 28, 2024
	Oct 26, 2025		Oct 27, 2024		Oct 26, 2025		Oct 27, 2024
Net income	$	2631,~~422~~910	$	1619,~~599~~309	$	4577,~~197~~107	$	3150,~~480~~789
Other comprehensive income (loss), net of tax
Other comprehensive income, net of tax
Available-for-sale securities:
Net change in unrealized gain (loss)	(52)		150		87		22
Net change in unrealized gain	184		49		270		71
Cash flow hedges:
Change in unrealized gain	31		23		54		20
Change in unrealized gain (loss)	(28)		—		27		20
Reclassification adjustments for net realized gain (loss) included in net income	513		(82)		114		(1315)
Net change in unrealized gain	36		15		55		7
Net change in unrealized gain (loss)	(15)		(2)		41		5
Other comprehensive income (loss), net of tax	(16)		165		142		29
Other comprehensive income, net of tax	169		47		311		76
Total comprehensive income	$	2632,~~406~~079	$	1619,~~764~~356	$	4577,~~339~~418	$	3150,~~509~~865

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

	Jul 27, 2025		Jan 26, 2025
	Oct 26, 2025		Jan 26, 2025
Assets
Current assets:
Cash and cash equivalents	$	11,~~639~~486	$	8,589
Marketable securities	4549,~~152~~122		34,621
Accounts receivable, net	2733,~~808~~391		23,065
Inventories	1419,~~962~~784		10,080
Prepaid expenses and other current assets	2,~~658~~709		3,771
Total current assets	~~102~~116,~~219~~492		80,126
Property and equipment, net	9,~~141~~780		6,283
Operating lease assets	2,~~084~~281		1,793
Goodwill	56,~~755~~261		5,188
Intangible assets, net	~~755~~936		807
Deferred income tax assets	13,~~570~~674		10,979
Other assets	711,~~216~~724		6,425
Total assets	$	~~140~~161,~~740~~148	$	111,601
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	98,~~064~~624	$	6,310
Accrued and other current liabilities	1516,~~193~~452		11,737
Total current liabilities	24,257		18,047
Short-term debt	999		—
Long-term debt	8,466		8,463
Total current liabilities	26,075		18,047
Long-term operating lease liabilities	1,831		1,519
Long-term debt	7,468		8,463
Other long-term liabilities	6,055		4,245
Long-term operating lease liabilities	2,014		1,519
Total liabilities	40,609		32,274
Other long-term liabilities	6,694		4,245
Total liabilities	42,251		32,274
Commitments and contingencies - see Note 11
Shareholders’ equity:
Preferred stock	—		—
Common stock	24		24
Additional paid-in capital	1110,~~200~~626		11,237
Accumulated other comprehensive income	~~170~~339		28
Retained earnings	88107,~~737~~908		68,038
Total shareholders' equity	~~100~~118,~~131~~897		79,327
Total liabilities and shareholders' equity	$	~~140~~161,~~740~~148	$	111,601

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA Corporation and Subsidiaries

Condensed Consolidated Statements of Shareholders' Equity

(Unaudited)

	Common StockOutstanding			Additional Paid-in Capital		Accumulated Other Comprehensive Income ~~(Loss)~~		Retained Earnings		Total Shareholders' Equity
	Shares	Amount
(In millions, except per share data)
Balances as of Apr 27, 2025	24,388	$	24	$	11,475	$	186	$	72,158	$	83,843
Net income	—	—		—		—		26,422		26,422
Other comprehensive loss	—	—		—		(16)		—		(16)
Issuance of common stock	39	—		—		—		—		—
Tax withholding related to common stock	(13)	—		(1,848)		—		—		(1,848)
Shares repurchased	(67)	—		(59)		—		(9,599)		(9,658)
Cash dividends declared and paid ($0.01 per common share)	—	—		—		—		(244)		(244)
Stock-based compensation	—	—		1,632		—		—		1,632
Balances as of Jul 27, 2025	24,347	$	24	$	11,200	$	170	$	88,737	$	100,131
Balances as of Apr 28, 2024	24,598	$	25	$	12,628	$	(109)	$	36,598	$	49,142
Net income	—	—		—		—		31,910		31,910
Net income	—	—		—		—		16,599		16,599
Other comprehensive income	—	—		—		169		—		169
Other comprehensive income	—	—		—		165		—		165
Issuance of common stock	42	—		275		—		—		275
Issuance of common stock	38	—		—		—		—		—
Tax withholding related to common stock	(14)	—		(2,429)		—		—		(2,429)
Tax withholding related to common stock	(11)	—		(1,637)		—		—		(1,637)
Shares repurchased	(70)	—		(78)		—		(12,496)		(12,574)
Shares repurchased	(63)	—		(38)		—		(6,990)		(7,028)
Cash dividends declared and paid ($0.01 per common share)	—	—		—		—		(243)		(243)
Cash dividends declared and paid ($0.01 per common share)	—	—		—		—		(246)		(246)
Fair value of partially vested equity awards assumed in connection with acquisitions	—	—		5		—		—		5
Stock-based compensation	—	—		1,~~162~~653		—		—		1,~~162~~653
Balances as of Oct 26, 2025	24,305	$	24	$	10,626	$	339	$	107,908	$	118,897
Balances as of Jul 28, 2024	24,562	$	25	$	12,115	$	56	$	45,961	$	58,157
Net income	—	—		—		—		19,309		19,309
Other comprehensive income	—	—		—		47		—		47
Issuance of common stock	53	—		204		—		—		204
Tax withholding related to common stock	(15)	—		(1,680)		—		—		(1,680)
Shares repurchased	(92)	—		(71)		—		(11,075)		(11,146)
Cash dividends declared and paid ($0.01 per common share)	—	—		—		—		(245)		(245)
Stock-based compensation	—	—		1,253		—		—		1,253
Balances as of Oct 27, 2024	24,508	$	25	$	11,821	$	103	$	53,950	$	65,899

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA Corporation and Subsidiaries

Condensed Consolidated Statements of Shareholders' Equity

(Unaudited)

	Common StockOutstanding			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total Shareholders' Equity
	Shares	Amount
(In millions, except per share data)
Balances, Jan 26, 2025	24,477	$	24	$	11,237	$	28	$	68,038	$	79,327
Net income	—	—		—		—		4577,~~197~~107		4577,~~197~~107
Other comprehensive income	—	—		—		~~142~~311		—		~~142~~311
Issuance of common stock	89129	—		~~370~~643		—		—		~~370~~643
Tax withholding related to common stock	(2639)	—		(35,~~380~~809)		—		—		(35,~~380~~809)
Shares repurchased	(~~193~~262)	—		(~~151~~228)		—		(2436,~~010~~505)		(2436,~~161~~733)
Cash dividends declared and paid ($0.02 per common share)	—	—		—		—		(488)		(488)
Cash dividends declared and paid ($0.03 per common share)	—	—		—		—		(732)		(732)
Fair value of partially vested equity awards assumed in connection with acquisitions	—	—		2228		—		—		2228
Stock-based compensation	—	—		34,~~102~~755		—		—		34,~~102~~755
Balances as of Jul 27, 2025	24,347	$	24	$	11,200	$	170	$	88,737	$	100,131
Balances as of Oct 26, 2025	24,305	$	24	$	10,626	$	339	$	107,908	$	118,897
Balances, Jan 28, 2024	24,643	$	25	$	13,109	$	27	$	29,817	$	42,978
Net income	—	—		—		—		3150,~~480~~789		3150,~~480~~789
Other comprehensive income	—	—		—		2976		—		2976
Issuance of common stock	~~113~~165	—		~~285~~489		—		—		~~285~~489
Tax withholding related to common stock	(3246)	—		(35,~~389~~068)		—		—		(35,~~389~~068)
Shares repurchased	(~~162~~254)	—		(71141)		—		(1426,~~992~~067)		(1526,~~063~~208)
Cash dividends declared and paid ($0.014 per common share)	—	—		—		—		(344)		(344)
Cash dividends declared and paid ($0.024 per common share)	—	—		—		—		(589)		(589)
Stock-based compensation	—	—		23,~~181~~432		—		—		23,~~181~~432
Balances as of Jul 28, 2024	24,562	$	25	$	12,115	$	56	$	45,961	$	58,157
Balances as of Oct 27, 2024	24,508	$	25	$	11,821	$	103	$	53,950	$	65,899

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Six Months Ended
	Nine Months Ended
	Jul 27, 2025		Jul 28, 2024
	Oct 26, 2025		Oct 27, 2024
Cash flows from operating activities:
Net income	$	4577,~~197~~107	$	3150,~~480~~789
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	34,~~099~~753		23,~~164~~416
Depreciation and amortization	12,~~280~~031		~~843~~1,321
Deferred income taxes	(2,~~160~~035)		(3,~~276~~879)
Gains on non-marketable equity securities and publicly-held equity securities, net	(23,~~073~~426)		(~~264~~302)
Other	(~~196~~276)		(~~288~~365)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(410,~~743~~325)		(47,~~133~~694)
Inventories	(49,~~880~~703)		(12,~~380~~357)
Prepaid expenses and other assets	~~946~~857		(12726)
Accounts payable	2,~~255~~032		~~801~~2,490
Accrued and other current liabilities	34,~~075~~204		3,~~314~~918
Other long-term liabilities	~~979~~1,311		~~584~~849
Net cash provided by operating activities	4266,~~779~~530		2947,~~833~~460
Cash flows from investing activities:
Proceeds from maturities of marketable securities	68,~~252~~980		89,~~098~~485
Proceeds from sales of marketable securities	487		~~164~~318
Proceeds from sales of non-marketable equity securities	7072		~~105~~171
Purchases of marketable securities	(1420,~~358~~076)		(1519,~~047~~565)
Purchases related to property and equipment and intangible assets	(34,~~122~~758)		(12,~~346~~159)
Purchases of non-marketable equity securities	(~~995~~4,702)		(~~534~~1,008)
Acquisitions, net of cash acquired	(~~677~~1,370)		(~~317~~465)
Net cash used in investing activities	(1221,~~343~~367)		(813,~~877~~223)
Cash flows from financing activities:
Proceeds related to employee stock plans	~~370~~643		~~285~~489
Payments related to repurchases of common stock	(2336,~~815~~271)		(1425,~~898~~895)
Payments related to employee stock plan taxes	(35,~~380~~809)		(35,~~389~~068)
Dividends paid	(~~488~~732)		(~~344~~589)
Principal payments on property and equipment and intangible assets	(7397)		(6997)
Repayment of debt	—		(1,250)
Net cash used in financing activities	(2742,~~386~~266)		(1932,~~665~~410)
Change in cash and cash equivalents	32,~~050~~897		1,~~291~~827
Cash and cash equivalents at beginning of period	8,589		7,280
Cash and cash equivalents at end of period	$	11,~~639~~486	$	89,~~571~~107
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	813,~~451~~309	$	710,~~449~~989

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, or SEC, Regulation S-X. The January 26, 2025 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025, as filed with the SEC, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of results of operations and financial position, have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025.

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

Significant Accounting Policies

There have been no material changes to our significant accounting policies disclosed in Note 1 - Organization and Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025.

Fiscal Year

Fiscal years 2026 and 2025 are both 52-week years ending on the last Sunday in January. The ~~second~~third quarters of fiscal years 2026 and 2025 were both 13-week quarters.

Principles of Consolidation

Our condensed consolidated financial statements include the accounts of NVIDIA Corporation and our wholly- owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. 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.

Recently Issued Accounting Pronouncements

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

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

Stock-based compensation expense includes restricted stock units, or RSUs, performance stock units, or PSUs, market-based PSUs, and our employee stock purchase plan, or ESPP.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

Three Months Ended

~~Six~~Nine Months Ended

Jul 27, 2025

Jul 28, 2024

Jul 27, 2025

Jul 28, 2024

Oct 26, 2025

Oct 27, 2024

Oct 26, 2025

Oct 27, 2024

(In millions)

Cost of revenue

5870

4050

~~123~~192

75125

Research and development

1,~~191~~206

~~832~~910

23,~~254~~460

12,~~559~~469

Sales, general and administrative

~~375~~379

~~282~~292

~~722~~1,101

~~530~~822

Total

1,~~624~~655

1,~~154~~252

34,~~099~~753

23,~~164~~416

Equity Award Activity

The following is a summary of our equity award transactions under our equity incentive plans:

	RSUs, PSUs and Market-based PSUs Outstanding
	Number of Shares	Weighted Average Grant-Date Fair Value Per Share
	(In millions, except per share data)
Balance as of Jan 26, 2025	274	$	44.75
Granted	4852	$	~~108~~114.5276
Vested	(78116)	$	3637.0030
Canceled and forfeited	(57)	$	5255.3462
Balance as of Jul 27, 2025	239	$	60.19
Balance as of Oct 26, 2025	203	$	66.59

As of ~~July~~October 2726, 2025, aggregate unearned stock-based compensation expense was $1413.01 billion, which is expected to be recognized over a weighted average period of 2.21 years for RSUs, PSUs, and market-based PSUs, and one year for ESPP.

Note 3 - Net Income Per Share

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

Three Months Ended

~~Six~~Nine Months Ended

Jul 27, 2025

Jul 28, 2024

Jul 27, 2025

Jul 28, 2024

Oct 26, 2025

Oct 27, 2024

Oct 26, 2025

Oct 27, 2024

(In millions, except per share data)

Numerator:

Net income

2631,~~422~~910

1619,~~599~~309

4577,~~197~~107

3150,~~480~~789

Denominator:

Basic weighted average shares

24,~~366~~327

24,~~578~~533

24,~~404~~378

24,~~599~~577

Dilutive impact of outstanding equity awards

~~166~~156

~~270~~241

~~167~~164

~~270~~260

Diluted weighted average shares

24,~~532~~483

24,~~848~~774

24,~~571~~542

24,~~869~~837

Net income per share:

Basic (1)

1.0831

0.6879

13.8516

12.2807

Diluted (2)

1.0830

0.6778

13.8414

12.2704

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

6020

6872

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

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

Diluted net income per share was computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 4 - Income Taxes

Income tax expense was $46.80 billion and $23.60 billion for the ~~second~~third quarter, and $713.9 billion and $58.0 billion for the first ~~half~~nine months, of fiscal years 2026 and 2025, respectively. Income tax as a percentage of income before income tax was an expense of 15.39% and 13.65% for the ~~second~~third quarter, and 1415.93% and 13.76% for the first ~~half~~nine months, of fiscal years 2026 and 2025, respectively.

The effective tax rate increased primarily due to a lower percentage of tax ~~benefit~~benefits from stock-based compensation, ~~partially~~and ~~offset~~U.S. byfederal anresearch ~~increase~~tax incredit ~~tax~~relative ~~benefit~~to ~~from~~the ~~foreign-derived~~increase ~~deduction~~in ~~eligible~~income before income tax.

Our effective tax rates for the first ~~half~~nine months of fiscal years 2026 and 2025 were lower than the U.S. federal statutory rate of 21% primarily due to tax benefits from foreign-derived deduction eligible income, stock-based compensation, income earned in jurisdictions that are subject to taxes at rates lower than the U.S. federal statutory tax rate, and the U.S. federal research tax credit.

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law and contains several changes to key U.S. federal income tax laws. AsWe ~~of July 27, 2025, we~~ have recognized the tax effects of ~~certain~~currently effective OBBBA provisions, which ~~did~~are not ~~have~~material aand ~~material~~are ~~impact~~reflected onin our ~~second~~results ~~quarter~~for the first nine months of fiscal year 2026.

Given our current and possible future earnings, we believe that we may release the valuation allowance associated with certain state deferred tax assets in the near term, which would decrease our income tax expense for the period the release is recorded. The timing and amount of the valuation allowance release could vary based on our assessment of all available information.

While we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that the position will be sustained upon review, 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 with the respective tax authorities.

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 5 - 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:

Jul 27, 2025

Oct 26, 2025

Pricing Category

AmortizedCost

UnrealizedGain

UnrealizedLoss

EstimatedFair Value

Reported as

Cash Equivalents

Marketable Securities

(In millions)

Debt securities issued by the U.S. Treasury

Level 2

2322,~~967~~032

76188

~~(11)~~—

2422,~~032~~220

~~3,784~~665

2021,~~248~~555

Corporate debt securities

Level 2

21,~~564~~588

81172

(91)

21,~~636~~759

~~2,214~~320

1921,~~422~~439

Money market funds

Level 1

58,~~245~~610

—

58,~~245~~610

—

Debt securities issued by U.S. government agencies

Level 2

2,~~238~~206

712

~~(2)~~—

2,~~243~~218

—

2,~~243~~218

Certificates of deposit

Level 2

~~108~~104

—

~~108~~104

—

Foreign government bonds

Level 2

—1

—

4041

—

4041

Total debt securities with fair value adjustments recorded in other comprehensive income

5354,~~162~~580

~~164~~373

(221)

5354,~~304~~952

119,~~351~~699

4145,~~953~~253

Publicly-held equity securities (1)

Level 1

3,~~199~~869

—

3,~~199~~869

Total

5354,~~162~~580

~~164~~373

(221)

5658,~~503~~821

119,~~351~~699

4549,~~152~~122

(1) In the first quarter of fiscal year 2026, one investment was reclassified from non-marketable equity securities to marketable securities following public market trading. ~~The fair value of the investment as of July 27, 2025 was $2.8 billion and was subject to a short-term restriction on the ability to sell.~~

Publicly-held equity securities are subject to market price volatility. Net unrealized gains on investments in publicly-held equity securities held at period end were $~~1.9~~670 ~~billion~~million and $12.74 billion for the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026, respectively. Net unrealized gains on investments in publicly-held equity securities held at period end were ~~$132~~not ~~million~~significant ~~and $181 million~~ for the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2025~~, respectively~~.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Jan 26, 2025
	Pricing Category	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value		Reported as
										Cash Equivalents		Marketable Securities

		(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	Level 2	16,749		42		(22)		16,769		1,801		14,968
Money market funds	Level 1	3,760		—		—		3,760		3,760		—
Debt securities issued by U.S. 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		—
Total debt securities with fair value adjustments recorded in other comprehensive income		42,062		100		(56)		42,106		7,866		34,240
Publicly-held equity securities	Level 1							381		—		381
Total		$	42,062	$	100	$	(56)	$	42,487	$	7,866	$	34,621

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

	Jul 27, 2025				Jan 26, 2025
	Oct 26, 2025				Jan 26, 2025
	Less than 12 Months					Less than 12 Months
	Estimated Fair Value		Gross Unrealized Loss				Estimated Fair Value		Gross Unrealized Loss
	(In millions)
Debt securities issued by the U.S. Treasury	$	71,~~319~~223	$	~~(11)~~—			$	6,315	$	(22)
Corporate debt securities	~~3,539~~899		(91)				5,291		(29)
Debt securities issued by U.S. government agencies	~~768~~75		~~(2)~~—				816		(5)
Total	$	112,~~626~~197	$	(221)			$	12,422	$	(56)

Gross unrealized losses related to debt securities in a continuous loss position of twelve months or greater, with balances of $15337 million and $213 million as of ~~July~~October 2726, 2025 and January 26, 2025, respectively, were not significant.

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

	Jul 27, 2025
	Oct 26, 2025
	(In millions)
Less than one year	$	2221,~~521~~848
Due in 1 - 5 years	3033,~~783~~104
Total	$	5354,~~304~~952

Note 6 - Fair Value of Non-marketable Equity Securities

Our non-marketable equity securities are recorded in long-term other assets on our Condensed Consolidated Balance Sheets and valued under the measurement alternative. Gains and losses on these investments, realized and unrealized, are recognized in Other income ~~(expense)~~, net on our Condensed Consolidated Statements of Income.

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

Three Months Ended

~~Six~~Nine Months Ended

Jul 27, 2025

Jul 28, 2024

Jul 27, 2025

Jul 28, 2024

Oct 26, 2025

Oct 27, 2024

Oct 26, 2025

Oct 27, 2024

(In millions)

Balance at beginning of period

3,~~240~~799

1,~~463~~819

3,387

1,321

Adjustments related to non-marketable equity securities:

Net additions

~~299~~3,704

~~294~~409

~~948~~4,652

~~421~~830

Unrealized gains

~~267~~758

7723

~~330~~1,088

92115

Reclassification (1)

~~(5)~~—

—

(848)

—

Impairments and unrealized losses

(274)

(1514)

(1892)

(1529)

Balance at end of period

38,~~799~~187

12,~~819~~237

38,~~799~~187

12,~~819~~237

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

Non-marketable equity securities had cumulative gross unrealized gains of $~~661~~1.4 ~~million~~billion and $~~362~~374 million, and cumulative gross unrealized losses and impairments of $93167 million and $6074 million on securities held as of ~~July~~October 2726, 2025 and ~~July~~October 2827, 2024, respectively.

Note 7 - Amortizable Intangible Assets and Goodwill

The components of our amortizable intangible assets are as follows:

	Jul 27, 2025						Jan 26, 2025
	Oct 26, 2025						Jan 26, 2025
	GrossCarryingAmount		AccumulatedAmortization		Net CarryingAmount		GrossCarryingAmount		AccumulatedAmortization		Net CarryingAmount
	(In millions)
Acquisition-related intangible assets	$	3,~~054~~146	$	(2,~~484~~456)	$	~~570~~690	$	2,900	$	(2,264)	$	636
Patents and licensed technology	~~473~~541		(~~288~~295)		~~185~~246		449		(278)		171
Total intangible assets	$	3,~~527~~687	$	(2,~~772~~751)	$	~~755~~936	$	3,349	$	(2,542)	$	807

Amortization expense associated with intangible assets was $8496 million and $~~146~~149 million for the ~~second~~third quarter, and $~~243~~338 million and $~~289~~438 million for the first ~~half~~nine months, of fiscal years 2026 and 2025, respectively.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of ~~July~~October 2726, 2025:

	Future Amortization Expense
	(In millions)
Fiscal Year:
2026 (excluding the first half of fiscal year 2026)	$	160
2026 (excluding the first nine months, of fiscal year 2026)	$	107
2027	~~300~~416
2028	~~145~~222
2029	4687
2030	11
2031 and thereafter	93
Total	$	~~755~~936

In the first ~~half~~nine months of fiscal year 2026, goodwill increased by $~~567~~1.1 ~~million~~billion from acquisitions and was allocated to our Compute & Networking reporting unit.

Note 8 - Balance Sheet Components

We refer to customers who purchase products directly from NVIDIA as direct customers, such as add-in board manufacturers, distributors, original device manufacturers, or ODMs, original equipment manufacturers, or OEMs, ~~and~~cloud ~~system~~service ~~integrators.~~providers, Weor ~~have~~CSPs, ~~certain~~hyperscale ~~customers~~companies, ~~that~~and ~~may~~system ~~purchase~~integrators. ~~products~~Certain ~~directly~~direct ~~from~~customers ~~NVIDIA and~~ may use either internal resources or third-party system integrators to complete their build. ~~Three~~Four direct customers accounted for 2322%, 1917%, 14% and 1412% of our accounts receivable balance as of ~~July~~October 2726, 2025. Two direct customers accounted for 17% and 16% of our accounts receivable balance as of January 26, 2025.

Certain balance sheet components are as follows:

	Jul 27, 2025		Jan 26, 2025
	Oct 26, 2025		Jan 26, 2025
Inventories:	(In millions)
Raw materials	$	14,~~843~~209	$	3,408
Work in process	48,~~411~~735		3,399
Finished goods	86,~~708~~840		3,273
Total inventories (1)	$	1419,~~962~~784	$	10,080

(1) We recorded an inventory ~~provision~~provisions of $~~886~~378 million and $~~345~~322 million for the ~~second~~third quarter of fiscal years 2026 and 2025, respectively, and $3.26 billion and $~~555~~876 million for the first ~~half~~nine months of fiscal years 2026 and 2025, respectively, in cost of revenue.

Property and Equipment:

Property, equipment and intangible assets acquired but not paid for the first ~~half~~nine months of fiscal years 2026 and 2025 were $~~1.1~~790 ~~billion~~million and not significant, respectively.

	Jul 27, 2025		Jan 26, 2025
	Oct 26, 2025		Jan 26, 2025
Other Assets (Long Term):	(In millions)
Non-marketable equity securities	$	38,~~799~~187	$	3,387
Prepaid supply and capacity agreements (1)	1,~~776~~536		1,747
Income tax receivable	1,~~042~~369		750
Prepaid royalties	327		340
Other	632		541
Other	272		201
Total other assets	$	11,724	$	6,425
Total other assets	$	7,216	$	6,425

(1) $12.80 billion and $3.3 billion were included in short-term Prepaid expenses and other current assets as of ~~July~~October 2726, 2025 and January 26, 2025, respectively.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	Jul 27, 2025		Jan 26, 2025
	Oct 26, 2025		Jan 26, 2025
Accrued and Other Current Liabilities:	(In millions)
Customer program accruals	$	4,~~705~~721	$	4,880
Excess inventory purchase obligations (1)	32,~~154~~770		2,095
Product warranty and return provisions	2,245		1,373
Product warranty	2,707		1,290
Taxes payable	12,~~910~~915		881
Accrued payroll and related expenses	1,227		848
Deferred revenue (2)	1,248		837
Deferred revenue (2)	980		837
Accrued payroll and related expenses	895		848
Operating leases	301		288
Other	1,196		906
Licenses and royalties	284		175
Total accrued and other current liabilities	$	16,452	$	11,737
Unsettled share repurchases	185		132
Other	202		228
Total accrued and other current liabilities	$	15,193	$	11,737

(1) We recorded $~~137~~32 million and $~~563~~543 million for the ~~second~~third quarter of fiscal years 2026 and 2025, respectively, and $3.1 billion and $~~746~~1.3 ~~million~~billion for the first ~~half~~nine months of fiscal years 2026 and 2025, respectively, in cost of revenue.

(2) Includes customer advances and unearned revenue related to hardware ~~support,~~and software support, cloud services, and license and development arrangements. The balance as of ~~July~~October 2726, 2025 and January 26, 2025 included $80127 million and $81 million of customer advances, respectively.

	Jul 27, 2025		Jan 26, 2025
	Oct 26, 2025		Jan 26, 2025
Other Long-Term Liabilities:	(In millions)
Income tax payable (1)	$	3,~~081~~532	$	2,188
Deferred income tax	1,~~351~~621		886
Deferred revenue (2)	1,~~055~~165		976
Licenses payable	325		116
Other	376		195
Other	243		79
Total other long-term liabilities	$	6,694	$	4,245
Total other long-term liabilities	$	6,055	$	4,245

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

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

Deferred Revenue

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

	Six Months Ended
	Nine Months Ended
	Jul 27, 2025		Jul 28, 2024
	Oct 26, 2025		Oct 27, 2024
	(In millions)
Balance at beginning of period	$	1,813	$	1,337
Deferred revenue additions (1)	89,~~275~~785		12,~~478~~115
Revenue recognized (2)	(89,~~053~~185)		(1,~~094~~867)
Balance at end of period	$	2,~~035~~413	$	1,~~721~~585

(1) Includes $78.54 billion and $~~770~~1.1 ~~million~~billion of customer advances for the first ~~half~~nine months of fiscal years 2026 and 2025, respectively.

(2) Includes $78.53 billion and $~~664~~1.2 ~~million~~billion related to customer advances for the first ~~half~~nine months of fiscal years 2026 and 2025, respectively.

We recognized revenue of $~~479~~650 million and $~~323~~585 million in the first ~~half~~nine months of fiscal years 2026 and 2025, respectively, that were included in the prior year end deferred revenue balance.

As of ~~July~~October 2726, 2025, revenue related to remaining performance obligations from contracts greater than one year in length was $12.95 billion, which includes $12.80 billion from deferred revenue and $~~118~~449 million which has not yet been billed nor recognized as revenue. Approximately 40% of revenue from contracts greater than one year in length will be recognized over the next twelve months.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 9 - Derivative Financial Instruments

WeForeign ~~utilize~~Currency foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. The foreign currency forward contracts for operating expenses are designated as accounting hedges. Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings. During the first half of fiscal years 2026 and 2025, the impact of foreign currency forward contracts designated as accounting hedges on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective.Derivatives

We utilize foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. The foreign currency forward contracts for operating expenses are designated as accounting hedges. Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings. During the first nine months of fiscal years 2026 and 2025, the impact of foreign currency forward contracts designated as accounting hedges on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective.

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

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

	Jul 27, 2025		Jan 26, 2025
	Oct 26, 2025		Jan 26, 2025
	(In millions)
Designated as accounting hedges	$	1,~~577~~736	$	1,424
Not designated as accounting hedges	$	~~939~~592	$	1,297

The unrealized gains and losses or fair value of our foreign currency contracts were not significant as of ~~July~~October 2726, 2025 and January 26, 2025.

As of ~~July~~October 2726, 2025, all foreign currency contracts mature within eighteen months. The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months were not significant.

~~Note~~Facility 10Lease ~~- Debt~~Guarantee

~~Long~~In the third quarter of fiscal year 2026, we entered into an agreement to guarantee a partner's facility lease obligations in the event of their default. The agreement allows our partner to secure a limited-~~Term~~availability ~~Debt~~facility lease backed by our credit profile, in exchange for issuing us warrants. The maximum gross exposure is $860 million, which is reduced as the partner makes payments to the lessor over five years. The partner has placed $470 million in escrow and executed an agreement to sell the data center cloud capacity, mitigating our default risk. If the escrow and cloud capacity agreement are not sufficient to cover an event of default, we have the option to assume the lease for internal use or sublease. The guarantee, classified as a credit derivative with changes in fair value recognized in Other income and expense, has an insignificant fair value.

	ExpectedRemaining Term (years)	EffectiveInterest Rate	Carrying Value at
			Jul 27, 2025		Jan 26, 2025
			(In millions)
3.20% Notes Due 2026	1.1	3.31%	$	1,000	$	1,000
1.55% Notes Due 2028	2.9	1.64%	1,250		1,250
2.85% Notes Due 2030	4.7	2.93%	1,500		1,500
2.00% Notes Due 2031	5.9	2.09%	1,250		1,250
3.50% Notes Due 2040	14.7	3.54%	1,000		1,000
3.50% Notes Due 2050	24.7	3.54%	2,000		2,000
3.70% Notes Due 2060	34.7	3.73%	500		500
Unamortized debt discount and issuance costs			(34)		(37)
Net long-term carrying amount			$	8,466	$	8,463

As of July 27, 2025 and January 26, 2025, the estimated fair value of debt was $7.4 billion and $7.2 billion, respectively. The estimated fair values are based on Level 2 inputs.

Our notes are unsecured senior obligations. Existing and future liabilities of our subsidiaries will be effectively senior to the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a make-whole premium. The maturity of the notes is calendar year.

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~Commercial~~Note ~~Paper~~10 - Debt

We have a $575 million commercial paper program to support general corporate purposes. As of July 27, 2025 and January 26, 2025, we had no commercial paper outstanding.


	Expected Remaining Term (years)	Effective Interest Rate	Carrying Value at
			Oct 26, 2025		Jan 26, 2025

			(In millions)
3.20% Notes Due 2026	0.9	3.31%	$	1,000	$	1,000
1.55% Notes Due 2028	2.6	1.64%	1,250		1,250
2.85% Notes Due 2030	4.4	2.93%	1,500		1,500
2.00% Notes Due 2031	5.6	2.09%	1,250		1,250
3.50% Notes Due 2040	14.4	3.54%	1,000		1,000
3.50% Notes Due 2050	24.4	3.54%	2,000		2,000
3.70% Notes Due 2060	34.4	3.73%	500		500
Unamortized debt discount and issuance costs			(33)		(37)
Net carrying amount			$	8,467	$	8,463
Less short-term portion			(999)		—
Total long-term portion			$	7,468	$	8,463

As of October 26, 2025 and January 26, 2025, the estimated fair value of debt was $7.6 billion and $7.2 billion, respectively. The estimated fair values are based on Level 2 inputs.

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

Short-term Debt

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

We have a $575 million commercial paper program to support general corporate purposes. As of October 26, 2025 and January 26, 2025, we had no commercial paper outstanding.

Note 11 - Commitments and Contingencies

Commitments

~~Our~~Manufacturing production, long-term supply and capacity, and other related commitments ~~include~~reflect ~~obligations~~long tolead ~~purchase~~and ~~components~~cycle ~~used~~times for our current and future product architectures. We enter into agreements with contract manufacturers that allow them to ~~manufacture~~procure inventory based upon our ~~products~~defined criteria, ~~including~~and in certain ~~software~~instances, ~~and~~these ~~technology~~agreements ~~licenses,~~are ~~investments~~cancellable, ~~long-lived~~able ~~assets~~to be rescheduled, ~~long-term~~or ~~supply~~adjustable ~~and~~for ~~capacity~~our ~~agreements~~business needs prior to placing firm orders. Though, ~~multi-year~~changes ~~cloud~~to ~~service~~these agreements may result in additional costs. As of October 26, ~~and~~2025, ~~other~~these ~~goods~~commitments ~~and~~were ~~services~~$50.3 billion, of which substantially all will be paid through fiscal year 2027.

WeMulti-year ~~enter~~cloud ~~into~~service ~~agreements~~agreement ~~with~~commitments ~~contract~~as ~~manufacturers~~of ~~that~~October ~~allow~~26, ~~them~~2025, towere ~~procure~~$26 billion ~~inventory~~for ~~based~~which ~~upon~~$1 billion, ~~our~~$6 billion, ~~defined~~$6 billion, ~~criteria~~$5 billion, $4 billion, and $4 billion will be paid in ~~certain~~fiscal ~~instances~~years 2026 (fourth quarter), ~~these~~2027, ~~agreements~~2028, ~~are~~2029, ~~cancellable~~2030, ~~able~~and to2031 & thereafter, respectively. Some cloud service capacity may be ~~rescheduled~~reduced, terminated or ~~adjustable~~sold ~~for~~to ~~our~~others ~~business~~by ~~needs~~the ~~prior~~CSPs, toin ~~placing~~which ~~firm~~case ~~orders~~our commitments will be reduced. ~~Though,~~We ~~changes~~expect tocloud ~~these~~service agreements ~~may~~to ~~result~~be inused ~~additional~~to ~~costs.~~support our research and development efforts and DGX Cloud offerings.

~~Total~~Investment ~~future~~ commitments are $6.5 billion as of ~~July~~October 26, 2025, including $5 27billion in Intel Corporation which is subject to regulatory approval. In the third quarter of fiscal year 2026, we entered into a letter of intent with an opportunity to invest in OpenAI. In November 2025, ~~are~~we asentered ~~follows:~~into an agreement, subject to certain closing conditions, to invest up to $10 billion in Anthropic.

	Commitments
	(In millions)
Fiscal Year:
2026 (excluding the first half of fiscal year 2026)	$	30,930
2027	6,573
2028	3,915
2029	2,736
2030	1,402
2031 and thereafter	218
Total	$	45,774

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Accrual for Product Warranty Liabilities

The estimated ~~amount of~~ product warranty ~~liabilities was $2.1 billion and $1.3 billion as of July 27, 2025 and January 26, 2025, respectively. The estimated product returns and product warranty~~ activity consisted of the following:

Three Months Ended

~~Six~~Nine Months Ended

Jul 27, 2025

Jul 28, 2024

Jul 27, 2025

Jul 28, 2024

Oct 26, 2025

Oct 27, 2024

Oct 26, 2025

Oct 27, 2024

(In millions)

Balance at beginning of period

2,~~080~~144

~~532~~741

1,290

306

Additions

~~220~~1,074

~~237~~304

12,~~090~~164

~~471~~775

Utilization

(~~156~~511)

(2836)

(~~236~~747)

(3672)

Balance at end of period

2,~~144~~707

~~741~~1,009

2,~~144~~707

~~741~~1,009

We have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Condensed Consolidated Financial Statements for such indemnifications.

Litigation

Securities Class Action and Derivative Lawsuits

The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court’s dismissal of the case, with a third judge dissenting on the basis that the district court did not err in dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023. On December 5, 2023, the Ninth Circuit granted NVIDIA’s motion to stay the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s final disposition of the matter. NVIDIA filed a petition for a writ of certiorari on March 4, 2024. On June 17, 2024, the Supreme Court of the United States granted NVIDIA’s petition for a writ of certiorari. After briefing and argument, the Supreme Court dismissed NVIDIA’s writ of certiorari as improvidently granted on December 11, 2024, and issued judgment on January 13, 2025. On February 20, 2025, the Ninth Circuit’s judgment, entered August 25, 2023 and corrected August 28, 2023, took effect, and the case was remanded to the district court for further proceedings.

The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. The case has not yet been reopened by the court. The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including reforms and improvements to NVIDIA’s corporate governance and internal procedures.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~NVIDIA~~Company ~~executives~~for ~~who~~breach ~~they named as defendants violated Section 20(a)~~ of ~~the~~fiduciary ~~Exchange~~duty, ~~Act.~~unjust ~~Plaintiffs sought class certification~~enrichment, aninsider ~~award of unspecified compensatory damages~~trading, anmisappropriation ~~award~~ of ~~reasonable costs and expenses~~information, ~~including~~corporate ~~attorneys’~~waste ~~fees~~ and ~~expert~~violations ~~fees,~~of ~~and~~Sections ~~further relief as the Court may deem just and proper. On March 2~~14(a), ~~2021~~10(b), ~~the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA~~ and ~~closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023,~~ 20(a) ~~majority~~ of ~~a three-judge Ninth Circuit panel affirmed in part and reversed in part~~ the ~~district~~Exchange ~~court’s~~Act ~~dismissal~~based ~~of the case, with a third judge dissenting~~ on the ~~basis~~dissemination ~~that~~of ~~the~~allegedly ~~district court did not err in dismissing the case. On November 15~~false, ~~2023,~~and ~~the~~misleading ~~Ninth~~statements ~~Circuit~~related ~~denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision~~ to ~~reverse~~channel ininventory ~~part~~and the ~~dismissal~~impact of ~~the~~cryptocurrency ~~case,~~mining ~~which NVIDIA had filed~~ on ~~October~~GPU ~~10, 2023~~demand. OnThe ~~December~~plaintiffs 5,seek ~~2023,~~unspecified ~~the~~damages ~~Ninth Circuit granted NVIDIA’s motion to stay the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States~~ and ~~the~~other ~~Supreme~~relief, ~~Court’s~~including ~~final~~disgorgement ~~disposition~~ of ~~the~~profits ~~matter.~~from ~~NVIDIA filed a petition for a writ of certiorari on March 4, 2024. On June 17, 2024,~~ the ~~Supreme~~sale ~~Court~~ of ~~the United States granted~~ NVIDIA’s ~~petition~~stock ~~for a writ of certiorari. After briefing~~ and ~~argument,~~unspecified ~~the~~corporate ~~Supreme~~governance ~~Court dismissed NVIDIA’s writ of certiorari as improvidently granted on December 11, 2024, and issued judgment on January 13, 2025~~measures. ~~On February 20, 2025, the Ninth Circuit’s judgment, entered August 25, 2023 and corrected August 28, 2023, took effect, and the case was remanded to the district court for further proceedings.~~

The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-MN) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798-MN), were stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities 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. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.

Another putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, captioned Horanic v. Huang, et al. (Case No. 2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and insider trading based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and 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.

Accounting for Loss Contingencies

As of ~~July~~October 2726, 2025, there are no accrued contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while reasonably possible, are not probable. Further, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business, 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 ~~actions~~matters will not have a material adverse effect on our operating results, liquidity or financial position. These matters are subject to inherent uncertainties and if the ultimate outcome is unfavorable, there exists the possibility of a material adverse impact on our operating results, liquidity or financial position in the period the outcome becomes estimable and probable.

Note 12 - Shareholders’ Equity

Capital Return Program

19We repurchased 70 million and 92 million shares of our common stock for $12.6 billion and $11.1 billion during the third quarter of fiscal years 2026 and 2025, respectively, and 262 million and 254 million shares of our common stock for $36.7 billion and $26.2 billion during the first nine months of fiscal years 2026 and 2025, respectively. On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. As of October 26, 2025, we were authorized, subject to certain specifications, to repurchase up to $62.2 billion of our common stock.

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

~~NOTES~~We TOpaid ~~CONDENSED~~cash ~~CONSOLIDATED~~dividends ~~FINANCIAL~~to ~~STATEMENTS~~our ~~(Continued)~~shareholders of $243 million and $245 million during the third quarter, and $732 million and $589 million during the first nine months, of fiscal years 2026 and 2025, respectively. The payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our shareholders.

(Unaudited)

We repurchased 67 million and 63 million shares of our common stock for $9.7 billion and $7.0 billion during the second quarter of fiscal years 2026 and 2025, respectively, and 193 million and 162 million shares of our common stock for $24.2 billion and $15.1 billion during the first half of fiscal years 2026 and 2025, respectively. As of July 27, 2025, we were authorized, subject to certain specifications, to repurchase up to $14.7 billion of our common stock.

From July 28, 2025 through August 26, 2025, we repurchased 20 million shares for $3.5 billion pursuant to a pre-established trading plan. On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. As of August 26, 2025, a total of $71.2 billion was available for repurchase.

We paid cash dividends to our shareholders of $244 million and $246 million during the second quarter, and $488 million and $344 million during the first half, of fiscal years 2026 and 2025, respectively. The payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our shareholders.

Note 13 - Segment Information

Our Chief Executive Officer is our chief operating decision maker, or CODM, and reviews financial information presented on an operating segment basis for purposes of making decisions and assessing financial performance. Our CODM assesses operating performance of each segment based on regularly provided segment revenue and segment operating income. Operating results by segment include costs or expenses directly attributable to each segment, and costs or expenses that are leveraged across our unified architecture and therefore allocated between our two segments. Our CODM reviews expenses on a consolidated basis, and expenses attributable to each segment are not regularly provided to our CODM.

The Compute & Networking segment includes our Data Center accelerated computing platforms and artificial intelligence, or AI, solutions and software; networking; automotive platforms and autonomous and electric vehicle solutions including software; 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; virtual GPU 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.

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.

Our CODM does not review any information regarding total assets on a reportable segment basis. There are no intersegment transactions. The accounting policies for segment reporting are the same as for our consolidated financial statements. The table below presents details of our reportable segments.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	Compute & Networking		Graphics		Total
	(In millions)
Three Months Ended Jul 27, 2025
Revenue	$	41,331	$	5,412	$	46,743
Other segment items (1)	12,968		3,170		16,138
Operating income (loss)	$	28,363	$	2,242	$	30,605
Three Months Ended Jul 28, 2024
Revenue	$	26,446	$	3,594	$	30,040
Other segment items (1)	7,598		2,225		9,823
Operating income (loss)	$	18,848	$	1,369	$	20,217
Six Months Ended Jul 27, 2025
Revenue	$	80,920	$	9,885	$	90,805
Other segment items (1)	30,503		6,003		36,506
Operating income (loss)	$	50,417	$	3,882	$	54,299
Six Months Ended Jul 28, 2024
Revenue	$	49,121	$	6,963	$	56,084
Other segment items (1)	13,225		4,354		17,579
Operating income (loss)	$	35,896	$	2,609	$	38,505

~~(1) Other~~Our ~~segment~~CODM ~~items~~does ~~for~~not ~~the~~review ~~Compute~~any &information ~~Networking~~regarding ~~and~~total ~~Graphics~~assets on a reportable ~~segments~~segment ~~primarily~~basis. ~~include~~There ~~product~~are ~~costs~~no ~~and~~intersegment ~~inventory~~transactions. ~~provisions,~~The ~~compensation~~accounting ~~and~~policies ~~benefits~~for ~~excluding~~segment ~~stock-based~~reporting ~~compensation~~are ~~expense,~~the ~~compute~~same ~~and~~as ~~infrastructure~~for ~~expenses,~~our ~~and~~consolidated ~~engineering~~financial ~~development~~statements. ~~costs~~The table below presents details of our reportable segments.

Depreciation and amortization expense attributable to our Compute and Networking segment was $383 million and $161 million for the second quarter, and $684 million and $307 million for the first half, of fiscal years 2026 and 2025, respectively. Depreciation and amortization expense attributable to our Graphics segment was $148 million and $86 million for the second quarter, and $252 million and $171 million for the first half, of fiscal years 2026 and 2025, respectively. Acquisition-related intangible amortization expense is not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance.


	Compute & Networking		Graphics		Total

	(In millions)
Three Months Ended Oct 26, 2025
Revenue	$	50,908	$	6,098	$	57,006
Other segment items (1)	15,187		3,552		18,739
Operating income (loss)	$	35,721	$	2,546	$	38,267

Three Months Ended Oct 27, 2024
Revenue	$	31,036	$	4,046	$	35,082
Other segment items (1)	8,955		2,544		11,499
Operating income (loss)	$	22,081	$	1,502	$	23,583

Nine Months Ended Oct 26, 2025
Revenue	$	131,828	$	15,983	$	147,811
Other segment items (1)	45,689		9,555		55,244
Operating income (loss)	$	86,139	$	6,428	$	92,567

Nine Months Ended Oct 27, 2024
Revenue	$	80,157	$	11,009	$	91,166
Other segment items (1)	22,180		6,898		29,078
Operating income (loss)	$	57,977	$	4,111	$	62,088

A(1) Other ~~reconciliation of~~ segment ~~operating~~items ~~income~~primarily toinclude ~~consolidated~~product ~~income~~costs ~~before~~and ~~income~~inventory ~~tax~~provisions, ~~for~~compensation ~~the~~and ~~second~~benefits ~~quarter~~excluding ~~and~~stock-based ~~first~~compensation ~~half~~expense, ofcomputing ~~fiscal~~infrastructure ~~years~~expenses, ~~2026~~ and ~~2025~~engineering ~~were~~development ~~as follows:~~costs.

	Three Months Ended				Six Months Ended
	Jul 27, 2025		Jul 28, 2024		Jul 27, 2025		Jul 28, 2024
	(In millions)
Segment operating income	$	30,605	$	20,217	$	54,299	$	38,505
Stock-based compensation expense	(1,624)		(1,154)		(3,099)		(2,164)
Unallocated cost of revenue and operating expenses	(440)		(280)		(859)		(508)
Acquisition-related and other costs	(101)		(141)		(263)		(282)
Interest income	592		444		1,108		803
Interest expense	(62)		(61)		(124)		(125)
Other income (expense), net	2,236		189		2,055		264
Consolidated income before income tax	$	31,206	$	19,214	$	53,117	$	36,493

Depreciation and amortization expense attributable to our Compute and Networking segment was $439 million and $187 million for the third quarter, and $1.1 billion and $495 million for the first nine months, of fiscal years 2026 and 2025, respectively. Depreciation and amortization expense attributable to our Graphics segment was $175 million and $97 million for the third quarter, and $426 million and $268 million for the first nine months, of fiscal years 2026 and 2025, respectively. Acquisition-related intangible amortization expense is not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance.

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Revenue by geographic area is based upon the billing location of the customer. The end customer and shipping location may be different from our customer’s billing location.


	Three Months Ended				Nine Months Ended
	Oct 26, 2025		Oct 27, 2024		Oct 26, 2025		Oct 27, 2024

	(In millions)
Segment operating income	$	38,267	$	23,583	$	92,567	$	62,088
Stock-based compensation expense	(1,655)		(1,252)		(4,753)		(3,416)
Unallocated operating expenses	(515)		(307)		(1,375)		(816)
Acquisition-related and other costs	(87)		(155)		(351)		(437)
Interest income	624		472		1,732		1,275
Interest expense	(61)		(61)		(186)		(186)
Other income, net	1,363		36		3,418		301
Consolidated income before income tax	$	37,936	$	22,316	$	91,052	$	58,809

	Three Months Ended				Six Months Ended
	Jul 27, 2025		Jul 28, 2024		Jul 27, 2025		Jul 28, 2024
	(In millions)
Geographic Revenue based upon Customer Billing Location:
United States	$	23,470	$	13,022	$	44,209	$	26,518
Singapore (1)	10,156		5,622		19,173		9,659
Taiwan	8,529		5,740		15,687		10,113
China (including Hong Kong)	2,769		3,667		8,291		6,158
Other	1,819		1,989		3,445		3,636
Total revenue	$	46,743	$	30,040	$	90,805	$	56,084

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.

(1) Singapore represented 22%, and 21% of the second quarter and first half of fiscal year 2026 total revenue based upon customer billing location, respectively. Customers use Singapore to centralize invoicing while our products are almost always shipped elsewhere. Over 99% of controlled Data Center compute revenue billed to Singapore was for orders from U.S.-based customers for the second quarter and first half of fiscal year 2026. Controlled Data Center compute refers to products that meet the characteristics of Export Control Classification Numbers 3A090.a or 4A090.a.


	Three Months Ended				Nine Months Ended
	Oct 26, 2025		Oct 27, 2024		Oct 26, 2025		Oct 27, 2024

	(In millions)
Geographic Revenue based upon Customer Headquarters Location (1):
United States	$	39,177	$	19,620	$	97,759	$	53,873
Taiwan (2)	13,751		6,188		30,301		17,364

China (including Hong Kong)	2,973		8,142		16,617		17,230
Other	1,105		1,132		3,134		2,699
Total revenue	$	57,006	$	35,082	$	147,811	$	91,166

~~Revenue~~(1) Previously, ~~from~~revenue ~~sales~~by togeographic ~~customers~~area ~~outside~~was ofreported ~~the~~based ~~United~~on ~~States~~the ~~accounted~~billing ~~for~~location ~~50%~~of ~~and~~our ~~51%~~customers, ofwhich ~~total~~often ~~revenue~~reflected ~~for~~a ~~the~~customer’s ~~second~~centralized ~~quarter~~invoicing ~~and~~location, ~~first~~even ~~half~~though ofour ~~fiscal~~products ~~year~~were ~~2026,~~almost ~~respectively,~~always ~~and~~shipped ~~57%~~elsewhere. ~~and~~We ~~53%~~believe ofchanging ~~total~~to revenue ~~for~~based upon the ~~second~~location ~~quarter~~of ~~and~~our ~~first~~customers’ ~~half~~headquarters provides a better representation of ~~fiscal~~the ~~year~~geographic ~~2025,~~profile ~~respectively~~of our revenue. Prior period information has been recast to reflect this change.

We(2) In ~~refer~~the tothird ~~customers~~quarter ~~who~~of ~~purchase~~fiscal ~~products~~year ~~directly from NVIDIA as direct customers~~2026, ~~such~~we asestimate ~~add-in~~86% ~~board~~of ~~manufacturers,~~Data ~~distributors,~~Center ~~ODMs,~~revenue ~~OEMs, and system integrators. We have certain customers that may purchase products directly~~ from ~~NVIDIA and may use either internal resources or third~~Taiwan-~~party~~headquartered ~~system integrators to complete their build. We also have indirect~~ customers, ~~who~~is ~~purchase~~attributed ~~products~~to ~~through~~end ~~our direct~~ customers; ~~indirect~~based ~~customers~~in ~~include~~the ~~cloud~~United ~~service~~States ~~providers, or CSPs, consumer internet companies, enterprises,~~ and ~~public sector entities~~Europe.

~~For~~Revenue ~~the~~from ~~second quarter of fiscal year 2026,~~ sales to ~~one~~customers ~~direct~~headquartered ~~customer,~~outside ~~Customer~~of A,the ~~represented~~United ~~23%~~States ofaccounted ~~total~~for ~~revenue;~~31% and ~~sales to a second direct customer, Customer B, represented 16~~34% of total revenue, ~~respectively,~~for ~~both of which were attributable to~~ the ~~Compute~~third &quarter ~~Networking~~and ~~segment. For the~~ first ~~half~~nine months of fiscal year 2026, ~~sales to one direct customer~~respectively, ~~Customer~~and A,44% ~~represented~~and 2041% of total revenue; ~~and~~for ~~sales~~the tothird aquarter ~~second~~and ~~direct~~first ~~customer,~~nine ~~Customer~~months ~~B, represented 15%~~ of ~~total~~fiscal ~~revenue,~~year ~~respectively~~2025, ~~both of which were attributable to the Compute & Networking segment~~respectively.

~~Sales~~We refer to ~~four~~customers who purchase products directly from NVIDIA as direct customers, ~~represented~~such ~~14%~~as add-in board manufacturers, ~~11%~~distributors, ~~11%~~ODMs, OEMs, CSPs, hyperscale companies, and ~~10%~~system ofintegrators. ~~revenue~~Certain ~~for~~direct ~~the~~customers ~~second~~may ~~quarter,~~use ~~and~~either ~~sales~~internal resources or third-party system integrators to ~~three~~complete ~~direct~~their ~~customers~~build. ~~represented~~We ~~14%,~~refer ~~10%,~~to ~~and~~indirect ~~10%~~customers ofas ~~revenue~~those ~~for~~who ~~the~~purchase ~~first~~products ~~half,~~through ofour ~~fiscal~~direct ~~year~~customers; ~~2025~~indirect customers include CSPs, ~~all~~Neocloud ofbuilders, ~~which~~hyperscale, ~~were~~consumer ~~attributable~~internet tocompanies, ~~the~~enterprises, ~~Compute~~and &public ~~Networking~~sector ~~segment~~entities.

~~The~~For ~~following~~the ~~table~~third ~~summarizes~~quarter ~~revenue~~of byfiscal ~~specialized~~year ~~markets~~2026, four direct customers with sales greater than 10% of total revenue included: Customer A at 22%, Customer B at 15%, Customer C at 13%, and Customer D at 11%, which were attributable to the Compute & Networking segment. For the first nine months of fiscal year 2026, sales to two direct customers represented 21% and 13% of total revenue, respectively, both of which were attributable to the Compute & Networking segment. The customers referenced above may represent different customers than those reported in a previous period.

	Three Months Ended				Six Months Ended
	Jul 27, 2025		Jul 28, 2024		Jul 27, 2025		Jul 28, 2024
	(In millions)
Revenue by End Market:
Data Center	$	41,096	$	26,272	$	80,208	$	48,835
Compute	33,844		22,604		67,999		41,996
Networking	7,252		3,668		12,209		6,839
Gaming	4,287		2,880		8,050		5,527
Professional Visualization	601		454		1,110		881
Automotive	586		346		1,153		675
OEM and Other	173		88		284		166
Total revenue	$	46,743	$	30,040	$	90,805	$	56,084

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

NVIDIA ~~Corporation~~CORPORATION ~~and~~AND ~~Subsidiaries~~SUBSIDIARIES

~~Notes~~NOTES toTO ~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS (Continued)

(Unaudited)

The following table summarizes revenue by specialized markets:


	Three Months Ended				Nine Months Ended
	Oct 26, 2025		Oct 27, 2024		Oct 26, 2025		Oct 27, 2024

	(In millions)
Revenue by End Market:
Data Center	$	51,215	$	30,771	$	131,423	$	79,606
Compute	43,028		27,644		111,027		69,640
Networking	8,187		3,127		20,396		9,966
Gaming	4,265		3,279		12,315		8,806
Professional Visualization	760		486		1,870		1,367
Automotive	592		449		1,745		1,124
OEM and Other	174		97		458		263
Total revenue	$	57,006	$	35,082	$	147,811	$	91,166

Note 14 - Leases

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

Future minimum lease obligations under our non-cancelable lease agreements as of ~~July~~October 2726, 2025 were as follows:

	Operating Lease Obligations
	(In millions)
Fiscal Year:
2026 (excluding the first half of fiscal year 2026)	$	174
2026 (excluding the first nine months of fiscal year 2026)	$	118
2027	~~418~~431
2028	~~397~~413
2029	~~353~~384
2030	~~277~~308
2031 and thereafter	~~925~~1,200
Total	2,~~544~~854
Less imputed interest	~~412~~499
Present value of net future minimum lease payments	2,~~132~~355
Less short-term operating lease liabilities	~~301~~341
Long-term operating lease liabilities	$	12,~~831~~014

Between the ~~third~~fourth quarter of fiscal year 2026 and fiscal year 2030, we expect to commence leases with future obligations of $7.15 billion, primarily offor data center leases, with lease terms of 21.5 to 15 years.

Operating lease expenses were $~~109~~122 million and $8492 million for the ~~second~~third quarter, and $~~210~~332 million and $~~164~~258 million for the first ~~half~~nine months, of fiscal years 2026 and 2025, respectively. Short-term and variable lease expenses for the ~~second~~third quarter and first ~~half~~nine months of fiscal years 2026 and 2025 were not significant.

Other information related to leases was as follows:

	Six Months Ended
	Jul 27, 2025		Jul 28, 2024
	(In millions)
Supplemental cash flows information
Operating cash flow used for operating leases	$	200	$	146
Operating lease assets obtained in exchange for lease obligations	$	458	$	405

As of July 27, 2025, our operating leases have a weighted average remaining lease term of 7.5 years and a weighted average discount rate of 4.35%. As of January 26, 2025, our operating leases had a weighted average remaining lease term of 6.5 years and a weighted average discount rate of 4.16%.

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Other information related to leases was as follows:


	Nine Months Ended
	Oct 26, 2025		Oct 27, 2024

	(In millions)
Supplemental cash flows information
Operating cash flow used for operating leases	$	301	$	227
Operating lease assets obtained in exchange for lease obligations	$	752	$	679

As of October 26, 2025, our operating leases have a weighted average remaining lease term of 8.0 years and a weighted average discount rate of 4.43%. As of January 26, 2025, our operating leases had a weighted average remaining lease term of 6.5 years and a weighted average discount rate of 4.16%.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections based on management’s beliefs and assumptions and on information currently available to management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 26, 2025 in greater detail under the heading “Risk Factors” of such reports. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Quarterly Report on Form 10-Q completely and understand that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the risk factors set forth in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended January 26, 2025 and Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q and our Condensed Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Quarterly Report on Form 10-Q and our other filings with the SEC, before deciding to purchase, hold, or sell shares of our common stock.

Overview

Our Company and Our Businesses

NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original focus on PC graphics, we have expanded to several other large and important computationally intensive fields. Fueled by the sustained demand for exceptional 3D graphics and the scale of the gaming market, NVIDIA has leveraged its GPU architecture to create platforms for scientific computing, AI, data science, autonomous vehicles, robotics, and digital twin applications.

Our two operating segments are "Compute & Networking" and "Graphics," as described in Note 13 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

Recent Developments, Future Objectives and Challenges

Revenue growth in the ~~second~~third quarter ~~and the first half of fiscal year 2026~~ was driven by data center compute and networking platforms for accelerated computing and AI solutions. Our Blackwell ~~GPU~~architectures ~~revenue~~are ~~ramp continued during~~ the ~~first~~majority ~~half~~ of ~~the year, including~~ our ~~transition~~Data toCenter ~~Blackwell Ultra platforms~~revenue.

InThe ~~April~~availability ~~2025,~~of ~~the~~data ~~U.S. government~~centers, ~~or USG~~energy, ~~informed~~and uscapital ~~that~~to asupport ~~license~~the isbuildout ~~required for exports~~ of ~~our~~NVIDIA ~~H20~~AI ~~product~~infrastructure ~~into~~by ~~the~~our ~~China~~customers ~~market.~~is ~~As a result of these new requirements~~crucial, weand ~~incurred~~any ashortage ~~$4.5 billion charge in the first quarter~~ of ~~fiscal~~these ~~year~~resources ~~2026~~could ~~associated~~impact ~~with~~our ~~H20~~future ~~for~~revenue ~~excess inventory~~ and ~~purchase~~financial ~~obligations,~~performance. asExpanding ~~the~~energy ~~demand~~capacity ~~for~~to ~~H20~~meet ~~diminished.~~demand Inis ~~August~~a ~~2025~~complex, ~~the~~multi-year ~~USG~~process ~~granted licenses~~ that ~~would~~involves ~~allow~~significant ~~us to ship certain H20 products to certain China-based customers~~regulatory, ~~but to date~~technical, weand ~~have~~construction ~~not generated any revenue or shipped any H20 products under those licenses~~challenges. ~~USG~~In ~~officials have expressed an expectation that the USG will receive 15% of the revenue generated from licensed H20 sales~~addition, ~~but~~access to ~~date,~~capital ~~the~~can ~~USG~~be ~~has~~particularly ~~not~~constrained ~~published~~for aless-capitalized ~~regulation codifying such requirement. In the second quarter~~companies, wewhich ~~recognized~~may ~~approximately~~face ~~$650~~difficulties ~~million~~securing offinancing ~~H20~~for ~~revenue~~large-scale ~~from~~infrastructure ~~sales~~projects. toThese anlimitations ~~unrestricted~~could delay customer ~~outside~~deployments ofor ~~China,~~reduce ~~resulting~~the inscale ~~a $180 million release~~ of ~~previously~~accelerated ~~reserved~~computing ~~H20~~and ~~inventory.~~AI ~~There were no H20 sales to China-based customers in the second quarter~~adoption.

We continue to execute Data Center compute product introductions, bringing new advanced architectures on a one-year product cadence. We began shipping production units of our new Blackwell Ultra platforms including GB300 in the second quarter of fiscal year 2026 and continue to sell prior generation architecture. ~~Our~~The complexity of our product transitions and sophisticated system configurations may cause delays in production or create challenges in managing supply and demand. This could result in revenue volatility, quality orissues, ~~production~~increased ~~issues~~inventory provisions, and/or increased warranty costs. Customers may postpone purchasing new architectures or may adopt new technologies more gradually than anticipated, affecting our revenue timing and supply chain expenses.

2425

~~inventory~~In ~~provisions~~April 2025, ~~warranty~~the ~~costs~~U.S. government, or ~~product~~USG, ~~delays.~~informed ~~Customers~~us ~~may~~that ~~postpone~~a ~~purchasing~~license ~~existing~~is ~~products~~required ~~due~~for toexports ~~frequent~~of ~~new~~our ~~releases~~H20 orproduct ~~may~~into ~~adopt~~the ~~new~~China ~~technologies~~market. ~~more~~As ~~gradually~~a ~~than~~result ~~anticipated,~~of ~~affecting~~these ~~our~~new ~~revenue~~requirements, ~~timing~~we ~~and~~incurred ~~supply~~a ~~chain expenses~~$4.5 ~~The~~billion ~~recent~~charge ~~rise~~in ofthe ~~high-quality~~first ~~open-source~~quarter ~~foundation~~of ~~models~~fiscal isyear ~~making~~2026 ~~advanced~~associated AIwith ~~capabilities~~H20 ~~broadly~~for ~~accessible.~~excess ~~Open-source~~inventory AIand ispurchase ~~becoming~~obligations, ~~increasingly~~as ~~important across~~ the ~~ecosystem~~demand ~~and~~for itH20 isdiminished. ~~dependent~~In onAugust ~~developer~~2025, ~~adoption.~~the IfUSG ~~the~~granted ~~most~~licenses ~~widely~~that ~~adopted~~would ~~open-source~~allow ~~models~~us ~~are~~to ~~developed~~ship orcertain ~~deployed~~H20 onproducts ~~our~~to ~~competitors’~~certain ~~platforms~~China-based customers, itbut ~~could~~to ~~significantly~~date, ~~weaken~~we ~~the~~have ~~influence~~generated ofapproximately ~~our~~$50 ~~platform,~~million ~~reduce~~in ~~developer~~H20 ~~engagement,~~revenue ~~and~~under ~~limit~~those ~~demand~~licenses. ~~for~~USG ~~our~~officials ~~products~~have ~~and~~expressed ~~services.~~an ~~Future~~expectation ~~demand~~that ~~for~~the ~~our~~USG ~~platform~~ will ~~depend~~receive on15% ~~our~~or ~~ability~~more toof ~~support,~~the ~~scale,~~revenue ~~and~~generated ~~optimize~~from ~~the~~licensed ~~next~~sales ~~generation~~ of AIour ~~models—including~~products, ~~open-source~~but ~~large~~to ~~language~~date, ~~models—across~~the ~~our~~USG ~~full~~has ~~stack~~not ofpublished ~~software~~a ~~and~~regulation ~~hardware~~codifying ~~offerings~~such requirement.

In January 2025, the USG published the “AI Diffusion” Interim Final Rule, or IFR, in the Federal Register. The ~~availability~~IFR ofwould have imposed a worldwide licensing requirement on our most recent data ~~centers~~center products, ~~energy~~such as our H200, GB200 and ~~capital~~GB300. toIn ~~support~~May 2025, the ~~buildout~~USG ofannounced ~~NVIDIA~~that it would rescind the AI ~~infrastructure~~Diffusion byIFR ~~our~~and ~~customers~~implement isa ~~crucial~~replacement rule. The scope, timing, and ~~any~~requirements ~~shortage~~ of ~~these~~the ~~resources~~forthcoming rule remain uncertain. The replacement rule may impose new restrictions on our products or operations and/or add license requirements that could have a material impact on our ~~future~~business, ~~revenue~~operating results, and financial ~~performance~~condition. For example, in October 2025, the Senate passed the “GAIN AI Act” in the National Defense Authorization Act, or the NDAA. The GAIN AI Act would restrict the Trump Administration’s ability to adapt the Biden Administration’s export control rules and could also allow private U.S. persons to review and overturn licensing and foreign policy decisions made by the Trump Administration.

InThe ~~January~~recent ~~2025,~~rise ~~the USG published the “AI Diffusion” IFR~~ in ~~the~~high-quality ~~Federal~~open-source ~~Register.~~foundation ~~The~~models ~~IFR~~is ~~would~~making ~~have~~advanced ~~imposed~~AI acapabilities ~~worldwide~~broadly ~~licensing requirement on our most popular data center products, such as our H200, GB200 and GB300~~accessible. InOpen-source ~~May 2025, the USG announced that it would rescind the~~ AI ~~Diffusion~~is ~~IFR~~dependent ~~and~~on ~~implement~~developer aadoption ~~replacement rule. The scope, timing,~~ and ~~requirements~~if ofdeployed ~~the forthcoming rule remain uncertain. The replacement rule may impose new restrictions~~ on our ~~products~~competitors’ orplatforms, ~~operations~~it ~~and/or add license requirements that~~ could ~~have~~reduce ademand ~~material~~for ~~impact on~~ our ~~business,~~products ~~operating results,~~ and ~~financial condition~~services.

The rapid evolution of global trade policies, such as ~~new~~ export controls and tariffs, has added complexity and increased costs throughout our supply chain, and these challenges are likely to persist. Ongoing uncertainty regarding the scope and application of such measures may adversely affect investment decisions by us and our partners, disrupt supply chain operations, and impact the timing and volume of customer purchases due to challenges in forecasting future costs and demand.

We ~~plan~~are toincreasing ~~increase~~ our U.S.-based manufacturing and ~~invest~~investing in specialized equipment and processes to support domestic production. This move is expected to strengthen our supply chain, ~~boost~~add resiliency and redundancy, and meet the growing demand for AI infrastructure. Our ability to increase manufacturing capabilities will depend on the domestic manufacturing ecosystem's capacity to ramp production supply to the required volume and on a timely basis.

Macroeconomic factors, including tariffs, inflation, interest rate changes, capital market volatility, global supply chain constraints, and global economic and geopolitical developments, have direct and indirect impacts on our results of operations, particularly demand for our products. While difficult to isolate and quantify, these macroeconomic factors impact our supply chain and manufacturing costs, employee wages, costs for capital equipment and value of our investments. Our product and solution pricing generally does not fluctuate with short-term changes in our costs. Within our supply chain, we continuously manage product availability and costs with our vendors.

Refer to “Item 1A. Risk Factors” for a discussion of these factors and other risks.

~~Second~~Third Quarter of Fiscal Year 2026 Summary

	Three Months Ended									Quarter-over-Quarter Change		Year-over-Year Change
	Jul 27, 2025			Apr 27, 2025			Jul 28, 2024
	Oct 26, 2025			Jul 27, 2025			Oct 27, 2024
	($ in millions, except per share data)
Revenue	$	4657,~~743~~006		$	4446,~~062~~743		$	3035,~~040~~082		622	%	5662	%
Gross margin	7273.4		%	6072.54		%	7574.16		%	111.90	pts	(21.72)	pts
Operating expenses	$	5,~~413~~839		$	5,~~030~~413		$	34,~~932~~287		8	%	3836	%
Operating income	$	2836,~~440~~010		$	2128,~~638~~440		$	1821,~~642~~869		3127	%	5365	%
Net income	$	2631,~~422~~910		$	1826,~~775~~422		$	1619,~~599~~309		4121	%	5965	%
Net income per diluted share	$	1.0830		$	01.7608		$	0.6778		4220	%	6167	%

WeRevenue ~~benefited~~was ~~from a~~ $~~180 million release of previously reserved H20 inventory related to the sale of approximately $650 million of H20 to an unrestricted customer outside of China~~57.0 ~~There~~billion, ~~were~~up no62% ~~H20~~from ~~sales~~a toyear ~~China-based~~ago ~~customers~~and inup ~~the~~22% ~~second quarter of fiscal year 2026~~sequentially.

~~Revenue~~Data Center revenue was $4651.72 billion, up 5666% from a year ago and up 625% sequentially, driven by three platform shifts –accelerated computing, powerful AI models, and agentic applications. Blackwell Ultra is now our leading architecture across all customer categories while our prior Blackwell architecture saw continued strong demand. H20 sales were insignificant in the third quarter of fiscal year 2026.

Data Center compute revenue was $4143.10 billion, up 56% from a year ago and up 527% sequentially. ~~The~~Networking ~~strong~~revenue ~~year-on-year and sequential growth~~ was ~~driven~~$8.2 bybillion, ~~demand~~up ~~for~~162% ~~our~~from ~~accelerated~~a ~~computing~~year ~~platform~~ago ~~used~~from ~~for~~the ~~large~~introduction ~~language models, recommendation engines,~~ and ~~generative~~continued ~~and~~growth ~~agentic~~of AINVLink ~~applications.~~compute Wefabric ~~continue~~for ~~to ramp our Blackwell architecture, which grew 17% sequentially, including our newest architecture, Blackwell Ultra. We recognized Blackwell revenue across~~

2526

~~all~~GB200 ~~customer~~and ~~categories~~GB300 systems. Networking revenue was up 13% sequentially, ~~led~~driven by ~~large~~the ~~cloud~~growth ~~service~~of ~~providers~~XDR InfiniBand products, ~~which~~NVLink, ~~represented~~and ~~approximately~~Ethernet ~~50%~~for ofAI ~~Data~~solutions, ~~Center~~while ~~revenue~~shipment timing and supply availability varied compared to the prior quarter.

~~Data~~Gaming ~~Center compute~~ revenue was ~~$33.8 billion,~~ up 5030% from a year ago. ~~Sequentially,~~on ~~compute~~the ~~revenue~~continued ~~declined~~demand ~~1%,~~for ~~driven by a $4~~Blackwell.0 ~~billion~~Gaming ~~reduction in H20 sales. Networking~~ revenue was ~~$7.3~~down ~~billion, up 98~~1% ~~from a year ago and up 46%~~ sequentially, ~~driven~~as bychannel ~~the~~inventories ~~growth~~have ofreached ~~NVLink~~more ~~compute~~normalized ~~fabric~~levels ~~for~~heading ~~GB200~~into ~~and GB300 systems,~~ the ~~ramp~~holiday ~~of XDR InfiniBand products, and adoption of Ethernet for AI solutions at cloud service providers and consumer internet companies~~season.

~~Gaming~~Professional Visualization revenue was up 4956% from a year ago and up 1426% sequentially, ~~with~~driven ~~strong~~by ~~sales~~the ~~and~~launch ~~increased supply~~ of our new DGX Spark as well as the growth of Blackwell ~~product~~sales.

~~Professional~~Automotive ~~Visualization~~ revenue was up 32% from a year ago and up 181% sequentially, driven by ~~the~~continued ~~acceleration~~adoption of ~~Blackwell sales in~~ our ~~Notebook products, addressing AI workflows, real~~self-~~time~~driving ~~graphics rendering and data simulation~~platforms.

~~Automotive~~Gross ~~revenue~~margin ~~was~~decreased ~~up 69%~~ from a year ago ~~and~~as upour 3%business ~~sequentially,~~model ~~driven~~transitioned byfrom ~~strong~~offering ~~adoption~~Hopper ofHGX ~~our~~systems ~~self~~to Blackwell full-~~driving~~scale ~~platforms~~datacenter solutions. Gross margin increased sequentially as Blackwell ramped with an improved mix and cost structure.

~~Gross~~Operating ~~margin~~expenses ~~decreased~~were up 36% from a year ago asand ~~our~~up ~~Blackwell~~8% ~~revenue~~sequentially. ~~consists~~The ~~primarily~~increases ofwere ~~full-scale~~primarily ~~datacenter~~driven ~~systems~~by ~~compared~~compute toand ~~Hopper~~infrastructure ~~HGX~~costs, ~~systems~~higher ~~last~~compensation ~~year.~~and ~~Gross~~benefits ~~margin~~due ~~increased~~to ~~sequentially~~compensation asincreases ~~the~~and ~~prior~~employee ~~quarter~~growth ~~included~~and aengineering ~~$4.5~~development ~~billion~~costs ~~charge~~for ~~associated~~new ~~with~~product ~~H20 excess inventory and purchase obligations~~introductions.

Operating expenses were up 38% from a year ago and up 8% sequentially. The increases were primarily driven by compute and infrastructure costs and higher compensation and benefits due to compensation increases and employee growth.

Financial Information by Business Segment and Geographic Data

Refer to Note 13 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.

Critical Accounting Policies and Estimates

Refer to Part II, Item 7, "Critical Accounting Policies and Estimates" of our Annual Report on Form 10-K for the fiscal year ended January 26, 2025. There have been no material changes to our Critical Accounting Policies and Estimates.

Results of Operations

The following table sets forth, for the periods indicated, certain items in our Condensed Consolidated Statements of Income expressed as a percentage of revenue.

	Three Months Ended				~~Six~~Nine Months Ended
	Jul 27, 2025		Jul 28, 2024		Jul 27, 2025		Jul 28, 2024
	Oct 26, 2025		Oct 27, 2024		Oct 26, 2025		Oct 27, 2024
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	2726.6		2425.94		3330.47		2324.42
Gross profit	7273.4		7574.16		6669.63		7675.68
Operating expenses
Research and development	98.23		109.37		98.18		10.41
Sales, general and administrative	2.40		2.86		2.42		2.98
Total operating expenses	1110.63		1312.13		11.50		1312.39
Operating income	6063.81		62.03		5558.13		6362.39
Interest income	1.31		1.53		1.2		1.4
Interest expense	(0.1)		(0.2)		(0.1)		(0.2)
Other income (expense), net	4.8		0.6		2.3		0.5
Other income, net	2.4		0.1		2.3		0.3
Total other income (expense), net	6.0		1.9		3.4		1.7
Total other income, net	3.4		1.2		3.4		1.5
Income before income tax	66.85		63.95		5861.57		6564.04
Income tax expense	10.26		8.76		89.74		8.98
Net income	5655.69	%	5554.29	%	4952.83	%	5655.16	%

2627

Revenue by Reportable Segments

Three Months Ended

~~Six~~Nine Months Ended

Jul 27, 2025

Jul 28, 2024

$Change

%Change

Jul 27, 2025

Jul 28, 2024

$Change

%Change

Oct 26, 2025

Oct 27, 2024

$Change

%Change

Oct 26, 2025

Oct 27, 2024

$Change

%Change

($ in millions)

Compute & Networking

4150,~~331~~908

2631,~~446~~036

1419,~~885~~872

5664

80131,~~920~~828

4980,~~121~~157

3151,~~799~~671

6564

Graphics

56,~~412~~098

34,~~594~~046

12,~~818~~052

915,~~885~~983

611,~~963~~009

24,~~922~~974

4245

Total

4657,~~743~~006

3035,~~040~~082

1621,~~703~~924

5662

90147,~~805~~811

5691,~~084~~166

3456,~~721~~645

Operating Income by Reportable Segments

Three Months Ended

~~Six~~Nine Months Ended

Jul 27, 2025

Jul 28, 2024

$Change

%Change

Jul 27, 2025

Jul 28, 2024

$Change

%Change

Oct 26, 2025

Oct 27, 2024

$Change

%Change

Oct 26, 2025

Oct 27, 2024

$Change

%Change

($ in millions)

Compute & Networking

2835,~~363~~721

1822,~~848~~081

913,~~515~~640

5062

5086,~~417~~139

3557,~~896~~977

1428,~~521~~162

4049

Graphics

2,~~242~~546

1,~~369~~502

~~873~~1,044

6470

36,~~882~~428

24,~~609~~111

12,~~273~~317

4956

Total

3038,~~605~~267

2023,~~217~~583

1014,~~388~~684

5162

5492,~~299~~567

3862,~~505~~088

1530,~~794~~479

4149

Compute & Networking revenue – The year over year increase in the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026 was driven by ~~demand~~three ~~for~~platform ~~our~~shifts –accelerated computing, ~~platform~~powerful ~~used~~AI ~~for large language~~ models, ~~recommendation engines,~~ and ~~generative and~~ agentic AI applications. Revenue from Data Center computing grew 6259% year-on-year compared to the first ~~half~~nine months of fiscal year 2025, driven by demand for our Blackwell computing platform. Revenue from Data Center networking grew 79105% year-on-year compared to the first ~~half~~nine months of fiscal year 2025 driven by the introduction and continued growth of NVLink compute fabric for GB200 and GB300 systems, the ~~ramp~~growth of XDR InfiniBand products, and adoption of Ethernet for AI solutions ~~at cloud service providers and consumer internet companies~~.

Graphics revenue – The year over year increase in the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026 was driven by sales of our Blackwell architecture.

Reportable segment operating income – The year over year increase in Compute & Networking segment operating income in the ~~second~~third quarter of fiscal year 2026 was driven by ~~the~~ growth in revenue. The year over year increase in Compute & Networking segment operating income in the first ~~half~~nine months of fiscal year 2026 was driven by the growth in revenue, partially offset by a $4.5 billion charge associated with H20 excess inventory and purchase obligations in the first quarter of fiscal year 2026. The year over year increase in Graphics segment operating income in the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026 was driven by the growth in revenue.

Concentration of Revenue

We refer to customers who purchase products directly from NVIDIA as direct customers, such as add-in board manufacturers, distributors, ODMs, OEMs, CSPs, hyperscale companies, and system integrators. WeCertain ~~have~~direct ~~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~~refer ~~have~~to indirect customers, as those who purchase products through our direct customers; indirect customers include CSPs, Neocloud builders, hyperscale, consumer internet companies, enterprises, and public sector entities.

Direct Customers – For the ~~second~~third quarter of fiscal year 2026, ~~sales~~four ~~to one~~ direct ~~customer,~~customers ~~Customer~~with A,sales ~~represented~~greater 23than 10% of total revenue; ~~and~~included: ~~sales~~Customer toA aat ~~second direct customer~~22%, Customer B, ~~represented~~at 1615%, ofCustomer ~~total~~C ~~revenue,~~at ~~respectively~~13%, ~~both~~and ofCustomer D at 11%, which were attributable to the Compute & Networking segment. For the first ~~half~~nine months of fiscal year 2026, sales to ~~one~~two direct ~~customer,~~customers ~~Customer A,~~ represented 2021% ~~of total revenue;~~ and ~~sales to a second direct customer, Customer B, represented 15~~13% of total revenue, respectively, both of which were attributable to the Compute & Networking segment. The customers referenced above may represent different customers than those reported in a previous period.

~~Sales~~For the third quarter of fiscal year 2025, sales to ~~four~~three direct customers each represented 1412%, ~~11%,~~of ~~11%~~total revenue, ~~and~~which ~~10%~~were ofattributable ~~revenue~~to ~~for~~the Compute & Networking segment. For the ~~second~~first ~~quarter,~~nine ~~and~~months of fiscal year 2025, sales to three direct customers represented 1412%, 1011%, and 1011% of ~~revenue~~total ~~for the first half~~revenue, ~~of fiscal year 2025, all of~~ which were attributable to the Compute & Networking segment.

Indirect Customers – Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data, and other sources. ~~Actual indirect customer revenue may differ from our estimates.~~ Indirect customers primarily purchase our products through system integrators and distributors. For the second quarter of fiscal year 2026, two indirect customers—primarily purchasing our products through Direct Customers A and B—are each estimated to represent 10% or more of total revenue and attributable to the

2728

~~Compute~~We &generate ~~Networking~~a ~~segment.~~significant ~~For~~amount ~~the~~of ~~first~~our ~~half~~revenue offrom ~~fiscal~~a ~~year~~limited ~~2026,~~number ~~one~~of indirect ~~customer—primarily~~customers, ~~purchasing~~some individually representing 10% or more of our revenue. Certain companies purchase cloud and related services through ~~Direct~~various ~~Customer~~direct ~~A—is~~and ~~estimated~~indirect customers. We estimate that one AI research and deployment company contributed to ~~represent~~a ~~10%~~meaningful oramount ~~more~~of our revenue purchasing cloud services from our customers in the third quarter of ~~total~~fiscal year 2026. Our revenue is concentrated among a limited number of direct, indirect and ~~attributable~~cloud toservice ~~the~~purchasers ~~Compute~~and &this ~~Networking~~trend ~~segment~~may continue.

WeRevenue ~~estimate~~by ~~that~~geographic region is designated based on the location of the customers' headquarters of direct customers even if the estimated revenue may be attributable to indirect customers in a different location. Revenue from sales to customers headquartered outside of the ~~second~~United States accounted for 31% and 34% of total revenue for the third quarter and first ~~half~~nine months of fiscal year 2026, anrespectively, AIand ~~research~~44% and ~~deployment~~41% ~~company~~of ~~contributed~~total torevenue afor ~~meaningful~~the ~~amount~~third ofquarter ~~our~~and ~~revenue,~~first ~~through~~nine ~~various~~months ~~direct~~of ~~and~~fiscal ~~indirect~~year ~~customers~~2025, respectively.

We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.

Revenue by geographic region is designated based on the billing location of direct customers even if the estimated revenue may be attributable to indirect customers in a different location. Revenue from sales to customers outside of the United States accounted for 50% and 51% of total revenue for the second quarter and first half of fiscal year 2026, respectively, and 57% and 53% of total revenue for the second quarter and first half of fiscal year 2025, respectively.

Gross Profit and Gross Margin

Gross profit consists of total net revenue less cost of revenue. Cost of revenue consists primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, board and device costs, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory and warranty provisions, memory and component costs, tariffs, and shipping costs. Cost of revenue also includes acquisition-related intangible amortization expense, costs for license and development and service arrangements, IP-related costs, and stock-based compensation related to personnel associated with manufacturing operations.

Gross margins decreased to 7273.4% for the ~~second~~third quarter of fiscal year 2026 compared to 7574.16% for the ~~second~~third quarter of fiscal year 2025, and 6669.63% for the first ~~half~~nine months of fiscal year 2026 compared to 7675.68% for the first ~~half~~nine months of fiscal year 2025, as our ~~Blackwell~~business ~~revenue~~model ~~consists~~transitioned ~~primarily~~from ofoffering ~~full-scale~~Hopper ~~datacenter~~HGX systems ~~compared~~ to ~~Hopper~~Blackwell ~~HGX~~full-scale ~~systems~~datacenter ~~last year~~solutions. Gross margin for the first ~~half~~nine months of fiscal year 2026 was also impacted by a $4.5 billion charge associated with H20 excess inventory and purchase obligations.

Provisions for inventory and excess inventory purchase obligations totaled $~~1.0~~410 ~~billion~~million and $6.37 billion for the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026, respectively, including $4.5 billion associated with H20 excess inventory and purchase obligations for the first quarter of fiscal year 2026. Sales of previously reserved inventory and settlements of excess inventory purchase obligations resulted in a provision release of $~~501~~366 million and $~~937~~1.3 ~~million~~billion for the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026, respectively. The ~~second quarter of fiscal year 2026 included a provision release of $180 million upon the sale of H20 products outside of the China market. The~~ net effect on our gross margin was an unfavorable impact of 10.1% and 53.97% in the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026, respectively.

Provisions for inventory and excess inventory purchase obligations totaled $~~908~~865 million and $12.32 billion for the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2025, respectively~~, and were primarily due to low-yielding Blackwell material~~. Sales of previously reserved inventory and settlements of excess inventory purchase obligations resulted in a provision release of $85106 million and $~~199~~305 million for the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2025, respectively. The net effect on our gross margin was an unfavorable impact of 2.72% and 2.0% in the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2025, respectively.

Operating Expenses

Three Months Ended

~~Six~~Nine Months Ended

Jul 27, 2025

Jul 28, 2024

$Change

%Change

Jul 27, 2025

Jul 28, 2024

$Change

%Change

Oct 26, 2025

Oct 27, 2024

$Change

%Change

Oct 26, 2025

Oct 27, 2024

$Change

%Change

($ in millions)

Research and development expenses

4,~~291~~705

3,~~090~~390

1,~~201~~315

812,~~280~~985

59,~~810~~200

23,~~470~~785

4341

Sales, general and administrative expenses

1,~~122~~134

~~842~~897

~~280~~237

3326

23,~~163~~297

12,~~618~~516

~~545~~781

3431

Total operating expenses

5,~~413~~839

34,~~932~~287

1,~~481~~552

3836

1016,~~443~~282

711,~~428~~716

34,~~015~~566

4139

The increases in research and development expenses for the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026 were primarily driven by a 6827% and ~~69% increase in compute and infrastructure,~~ 30% ~~and 32%~~ increase in compensation and benefits, including stock-based compensation, reflecting employee growth and compensation increases, and aan 6883% and ~~116~~75% increase in ~~engineering~~compute ~~development~~and ~~costs for new product introductions~~infrastructure, respectively.

The increases in sales, general and administrative expenses for the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026 were primarily driven by compensation and benefits, including stock-based compensation, reflecting employee growth and compensation increases.

2829

Total Other Income ~~(Expense)~~, Net

	Three Months Ended						~~Six~~Nine Months Ended
	Jul 27, 2025		Jul 28, 2024		$Change		Jul 27, 2025		Jul 28, 2024		$Change
	Oct 26, 2025		Oct 27, 2024		$Change		Oct 26, 2025		Oct 27, 2024		$Change
	($ in millions)
Interest income	$	~~592~~624	$	~~444~~472	$	~~148~~152	$	1,~~108~~732	$	~~803~~1,275	$	~~305~~457
Interest expense	(6261)		(61)		~~(1)~~—		(~~124~~186)		(~~125~~186)		1—
Other income (expense), net	2,236		189		2,047		2,055		264		1,791
Other income, net	1,363		36		1,327		3,418		301		3,117
Total other income (expense), net	$	2,766	$	572	$	2,194	$	3,039	$	942	$	2,097
Total other income, net	$	1,926	$	447	$	1,479	$	4,964	$	1,390	$	3,574

The increase in interest income for the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026 was primarily due to growth in cash, cash equivalents, and debt securities.

Interest expense is comprised of coupon interest and debt discount amortization related to our notes.

Other income ~~(expense)~~, net consists of realized or unrealized gains and losses from investments in non-marketable equity securities, publicly-held equity securities, and the impact of changes in foreign currency rates. The change in Other income ~~(expense)~~, net, compared to the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2025, was primarily driven by unrealized gains in our publicly-held equity securities and non-marketable equity securities. Refer to Notes 5 and 6 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in non-marketable equity securities and publicly-held equity securities.

Income Taxes

InOur ~~July~~effective ~~2025,~~tax rates for the ~~OBBBA~~first ~~was~~nine ~~enacted~~months ~~into~~of ~~law~~fiscal years 2026 and ~~contains~~2025 ~~several~~were ~~changes~~lower tothan ~~key~~the U.S. federal ~~income~~statutory ~~tax~~rate ~~laws. As~~ of ~~July~~21% ~~27,~~primarily ~~2025,~~due weto ~~have~~tax ~~recognized~~benefits ~~the~~from ~~tax~~foreign-derived ~~effects~~deduction ofeligible ~~certain~~income, ~~OBBBA~~stock-based ~~provisions~~compensation, ~~which~~income ~~did~~earned ~~not~~in ~~have~~jurisdictions athat ~~material~~are ~~impact~~subject onto ~~our~~taxes ~~second~~at ~~quarter.~~rates Welower ~~will~~than ~~continue to evaluate~~ the ~~impact~~U.S. offederal ~~these~~statutory ~~legislative~~tax ~~changes~~rate, asand ~~tax~~the ~~authorities~~U.S. ~~provide~~federal ~~additional~~research ~~guidance~~tax ~~and interpretation~~credit.

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, which are not material and are reflected in our results for the first nine months of fiscal year 2026. We will continue to evaluate the impact of these legislative changes as tax authorities provide additional guidance and interpretation.

Refer to Note 4 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Liquidity and Capital Resources

	Jul 27, 2025		Jan 26, 2025
	Oct 26, 2025		Jan 26, 2025
	(In millions)
Cash and cash equivalents	$	11,~~639~~486	$	8,589
Marketable securities	4549,~~152~~122		34,621
Cash, cash equivalents and marketable securities	$	5660,~~791~~608	$	43,210

	Six Months Ended
	Jul 27, 2025		Jul 28, 2024
	(In millions)
Net cash provided by operating activities	$	42,779	$	29,833
Net cash used in investing activities	$	(12,343)	$	(8,877)
Net cash used in financing activities	$	(27,386)	$	(19,665)


	Nine Months Ended
	Oct 26, 2025		Oct 27, 2024

	(In millions)
Net cash provided by operating activities	$	66,530	$	47,460
Net cash used in investing activities	$	(21,367)	$	(13,223)
Net cash used in financing activities	$	(42,266)	$	(32,410)

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

Cash provided by operating activities increased in the first ~~half~~nine months of fiscal year 2026 compared to the first ~~half~~nine months of fiscal year 2025 due to higher revenue.

Cash used in investing activities increased in the first ~~half~~nine months of fiscal year 2026 compared to the first ~~half~~nine months of fiscal year 2025, primarily driven by ~~lower~~higher ~~maturities~~purchases of non-marketable equity securities and higher purchases of property and equipment.

Cash used in financing activities increased in the first ~~half~~nine months of fiscal year 2026 compared to the first ~~half~~nine months of fiscal year 2025, mainly due to higher share repurchases.

Liquidity

Our primary sources of liquidity include cash, cash equivalents, marketable securities, and cash generated by our operations. As of ~~July~~October 2726, 2025, we had $5660.86 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liquidity to meet our operating requirements for at least the next twelve months and thereafter for the foreseeable future, including our future ~~supply~~ obligations. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance future capital requirements.

Our marketable securities consist of publicly-held equity securities, debt securities issued by the USG and its agencies, highly-rated corporations and financial institutions, and foreign government entities, as well as certificates of deposit issued by highly-rated financial institutions. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Except for approximately $1.7 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which we have not accrued any related foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketable securities held outside the U.S. at the end of the first ~~half~~nine months of fiscal year 2026 are available for use in the U.S. without incurring additional U.S. federal income taxes. WeOur ~~made two estimated federal~~ tax payments in ~~the second quarter of~~ fiscal year 2026, aswill ~~compared~~decrease ~~with~~due noto ~~estimated~~currently ~~tax~~effective ~~payments in the first quarter of fiscal year 2026. We are evaluating the full effects of the~~ OBBBA ~~on our cash tax position~~provisions.

Capital Return to Shareholders

We repurchased 6770 million and ~~193~~262 million shares of our common stock for $912.76 billion and $2436.27 billion during the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026, respectively. On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. As of ~~July~~October 2726, 2025, we were authorized, subject to certain specifications, to repurchase up to $1462.7 2 billion of our common stock.

From ~~July~~October 2827, 2025 through ~~August~~November 2614, 2025, we repurchased 206 million shares for $31.51 billion pursuant to a pre-established trading plan. On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. As of August 26, 2025, a total of $71.2 billion was available for repurchase. We may execute repurchases from time to time, subject to market conditions, operating requirements and other investment opportunities, in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase agreements in compliance with Rule 10b-18 of the Exchange Act. Our share repurchase program may be suspended at any time at our discretion.

We paid cash dividends to our shareholders of $~~244~~243 million and $~~488~~732 million during the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026, respectively. The payment of future cash dividends is subject to our Board of Directors' continuing determination that the declaration of dividends is in the best interests of our shareholders.

The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made after December 31, 2022. The excise tax is included in our share repurchase cost and was not material for both the ~~second~~third quarter and first ~~half~~nine months of fiscal years 2026 and 2025.

3031

Outstanding Indebtedness and Commercial Paper Program

Our aggregate debt maturities as of ~~July~~October 2726, 2025, by year payable, are as follows:

	Jul 27, 2025
	Oct 26, 2025
	(In millions)
Due in one to five years	$	3,750
Due in one year	$	1,000
Due in one to five years	$	2,750
Due in five to ten years	1,250
Due in greater than ten years	3,500
Unamortized debt discount and issuance costs	(3433)
Net long-term carrying amount	$	8,466
Net carrying amount	$	8,467
Less short-term portion	(999)
Total long-term portion	$	7,468

We have a $575 million commercial paper program to support general corporate purposes. As of ~~July~~October 2726, 2025, we had no commercial paper outstanding.

Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.

Material Cash Requirements and Other Obligations

Unrecognized tax benefits were $23.92 billion, which includes related interest and penalties, and were recorded in non-current income tax payable as of ~~July~~October 2726, 2025. We are unable to estimate the timing of any potential tax liability, interest payments, or penalties in individual years due to uncertainties in the underlying income tax positions and the timing of the effective settlement of such tax positions. Refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for further information.

~~Other~~We ~~than~~expect ~~the~~to ~~contractual~~continue ~~obligations~~investing ~~described~~in ~~above,~~strategic ~~there~~partnerships. ~~were~~In ~~no material changes outside~~ the ~~ordinary~~third ~~course~~quarter of ~~business~~fiscal inyear ~~our~~2026, ~~contractual~~we ~~obligations~~committed ~~from~~to ~~those~~invest ~~disclosed~~$5 billion in ~~our~~Intel ~~Annual Report on Form 10-K for the fiscal year ended January 26~~Corporation, ~~2025.~~subject ~~Refer~~ to ~~Item~~regulatory 7approval, ~~“Management’s Discussion~~ and ~~Analysis~~we ofentered ~~Financial~~into ~~Condition~~a ~~and~~letter ~~Results~~ of ~~Operations~~intent -with ~~Liquidity~~an ~~and~~opportunity ~~Capital~~to ~~Resources”~~invest in ~~our~~OpenAI. ~~Annual~~In ~~Report~~November on2025, ~~Form~~we ~~10-K~~entered ~~for~~into ~~the~~an ~~fiscal year ended January 26~~agreement, ~~2025~~subject ~~for~~to acertain ~~description~~closing ofconditions, ~~our~~to ~~contractual~~invest ~~obligations.~~up ~~For~~to a$10 billion ~~description~~in ofAnthropic. ~~our~~There ~~long-term~~is ~~debt,~~no ~~purchase~~assurance ~~obligations,~~that ~~and~~any ~~operating~~investment ~~lease~~will ~~obligations,~~be ~~refer~~completed toon ~~Notes~~expected 10terms, ~~11,~~if ~~and~~at 14all. ofRefer ~~the Notes~~ to ~~Condensed~~Item ~~Consolidated~~1A. ~~Financial~~Risk ~~Statements~~Factors infor ~~Part I,~~additional ~~Item 1~~information ofregarding ~~this~~our ~~Quarterly Report on Form 10-Q, respectively~~investments.

Other than the contractual obligations described in Note 11, there were no material changes outside the ordinary course of business in our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025. Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025 for a description of our contractual obligations. For a description of our long-term debt, purchase obligations, and operating lease obligations, refer to Notes 10, 11, and 14 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively.

Climate Change

To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing renewable energy or climate-related business trends.

Adoption of New and Recently Issued Accounting Pronouncements

There has been no adoption of any new and recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Investment and Interest Rate Risk

Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025. Our marketable equity securities consist of publicly-held equity securities, while our non-marketable equity securities are investments in privately-held companies.

Publicly-held equity securities are subject to market price volatility. A hypothetical 10% decrease in our publicly-held equity securities would decrease the fair value of the publicly-held equity securities balance as of July 27, 2025 by $320 million. 32

Non-marketable equity securities are measured based on cost minus impairment, if any, and are adjusted for observable price changes in orderly transactions for an identical or similar investment in the same issuer. Valuations of our non-marketable equity securities are inherently complex due to the lack of readily available market data and observable transactions, and impact of macroeconomic factors.

For a description of our equity investments, refer to Notes 5 and 6 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively.

Foreign Exchange Rate Risk

The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025. As of ~~July~~October 2726, 2025, there have been no material changes to the foreign exchange rate risks described as of January 26, 2025.

Item 4. Controls and Procedures

Controls and Procedures

Disclosure Controls and Procedures

Based on their evaluation as of ~~July~~October 2726, 2025, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the ~~second~~third quarter of fiscal year 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 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. We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within NVIDIA have been detected.

Part II. Other Information

Item 1. Legal Proceedings

Refer to Part I, Item 1, Note 11 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal proceedings since January 26, 2025. Also refer to Item 3, “Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025 for a prior discussion of our legal proceedings.

Item 1A. Risk Factors

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 26, 2025 and Item 1A of our Quarterly ~~Report~~Reports on Form 10-Q for the fiscal ~~quarter~~quarters ended April 27, 2025 and July 27, 2025.

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 26, 2025, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 27, 2025, 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.

Reports on Form 10-Q for the fiscal quarters ended April 27, 2025 and July 27, 2025, 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.

Long manufacturing lead times and uncertain supply and capacity availability, combined with a failure to estimate customer demand accurately, has led and could 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. These impacts 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. The risk of these impacts has 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 datacenter infrastructure timely; and

•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 is crucial, and any shortage of these 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 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. 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. With these additions, 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.

Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support new products. We are generally in various stages of transitioning the architectures of our Data Center, Gaming, Professional Visualization, and Automotive 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. The increased frequency of these transitions 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 product transitions, 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 transitions, and we may be unable to sell multiple product architectures at the same time for current and future architecture transitions. Our financial results have been and may in the future be negatively impacted if we are unable to execute our architectural transitions 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 prior product transitions and have sold multiple product architectures at the same time, these transitions 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.

We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate acquired companies, which could hurt our ability to grow our business, develop new products or sell our products.

We acquire and invest in businesses that offer products, services and technologies that we believe will help expand or enhance our strategic objectives. Acquisitions or investments involve significant challenges and risks and could impair our ability to grow our business, develop new products or sell our products and ultimately could have a negative impact on our financial results. If we pursue a particular transaction, we may limit our ability to enter into other transactions that could help us achieve our other strategic objectives. If we are unable to timely complete acquisitions or investments, including due to delays and challenges in obtaining regulatory approvals, we may be unable to pursue other transactions, we may not be able to retain critical talent from the target company, technology may evolve and make the acquisition less attractive, and other changes can take place, which could reduce the anticipated benefits of the transaction and negatively impact our business. Regulators could also impose conditions that reduce the ultimate value of our acquisitions. In addition, to the extent that our perceived ability to consummate acquisitions is harmed, future acquisitions may be more difficult, complex or expensive.

32Our investments in publicly traded and private companies could create volatility and fluctuations in our results. These investments may generate realized and unrealized gains or losses and we could realize losses up to the value of the investments. In addition, we have invested and may continue to invest in private companies to further our strategic objectives and to support certain key business initiatives. These companies can include early-stage companies still defining their strategic direction. Many of the securities in which we invest are non-marketable and illiquid at the time of our initial investment, and we may not be able to achieve a return. To the extent any of the companies in which we invest are not successful, we could recognize an impairment and/or lose all or part of our investment.

~~financial~~We ~~results.~~expect ~~If we pursue a particular transaction, we may limit our ability~~ to ~~enter~~continue ~~into~~investing ~~other~~in ~~transactions that could help us achieve our other~~ strategic ~~objectives~~partnerships. IfIn wethe ~~are~~third ~~unable~~quarter toof ~~timely~~fiscal ~~complete~~year ~~acquisitions~~2026, ~~including due to delays and challenges in obtaining regulatory approvals,~~ we ~~may~~entered beinto ~~unable~~a toletter ~~pursue~~of ~~other~~intent ~~transactions,~~with wean ~~may~~opportunity ~~not be able~~ to ~~retain~~invest ~~critical~~in ~~talent~~OpenAI. ~~from~~In ~~the~~November ~~target company~~2025, ~~technology~~we ~~may~~entered ~~evolve~~into ~~and~~an ~~make the acquisition less attractive~~agreement, ~~and~~subject ~~other~~to ~~changes~~certain ~~can~~closing ~~take place~~conditions, ~~which~~to ~~could~~invest ~~reduce~~up ~~the~~to ~~anticipated~~$10 ~~benefits~~billion ofin ~~the transaction and negatively impact our business~~Anthropic. ~~Regulators~~There ~~could~~is ~~also~~no ~~impose~~assurance ~~conditions~~ that ~~reduce~~we ~~the~~will ~~ultimate~~enter ~~value~~into ofdefinitive ~~our~~agreements ~~acquisitions.~~with Inrespect ~~addition,~~ to the ~~extent~~OpenAI ~~that~~opportunity ~~our~~or ~~perceived~~other ~~ability~~potential toinvestments, ~~consummate~~or ~~acquisitions~~that isany ~~harmed,~~investment ~~future~~will ~~acquisitions~~be ~~may~~completed beon ~~more~~expected ~~difficult~~terms, ~~complex~~if orat ~~expensive~~all. ~~Our~~The ~~investments~~timing ~~in publicly traded~~ and ~~private~~magnitude ~~companies~~of ~~could~~these ~~create volatility~~ and ~~fluctuations~~other ~~in our results. These~~ investments we may ~~generate~~make ~~realized~~will ~~and~~depend ~~unrealized~~on ~~gains~~various orfactors, ~~losses~~including ~~and we could realize losses up to~~ the ~~value~~ability of ~~the~~our ~~investments.~~partners ~~In addition, we have invested and may continue~~ to ~~invest~~successfully indevelop ~~private companies to further our strategic objectives~~ and todeploy ~~support~~AI ~~certain key business initiatives~~infrastructure. ~~These~~There ~~companies~~ can ~~include~~be ~~early-stage~~no ~~companies~~certainty ~~still~~as ~~defining~~to ~~their strategic direction. Many of~~ the ~~securities~~timing inor ~~which~~amount ~~we invest are non-marketable and illiquid at the time~~ of ~~our~~capital ~~initial investment, and~~ we ~~are~~may ~~not~~ultimately ~~always~~invest ~~able to achieve a return. To the extent any of the companies~~ in ~~which~~these weor ~~invest~~other ~~are~~strategic ~~not successful~~partnerships, ~~we could recognize an impairment~~ and~~/or~~ ~~lose~~we ~~all~~may orbe ~~part~~limited ofby our ~~investment.~~available ~~Our~~liquidity ~~investment portfolio contains industry sector concentration risks,~~ and acapital ~~decline in any one or multiple industry sectors could increase our impairment losses~~resources.

We ~~face~~have ~~additional~~committed ~~risks related~~ to ~~acquisitions~~make ~~and~~an ~~strategic~~equity ~~investments,~~investment ~~including~~in ~~the~~Intel ~~diversion of capital and other resources~~Corporation, ~~including~~subject ~~management’s attention; difficulty in realizing a satisfactory return and uncertainties~~ to ~~realize~~regulatory ~~the~~approval. ~~benefits~~This ofinvestment aninvolves ~~acquisition or strategic investment~~execution, ~~if at all; difficulty or inability in obtaining governmental~~financing, ~~regulatory approval or restrictions or other consents~~ and ~~approvals~~operational orrisks, ~~financing;~~including ~~legal~~dependence ~~proceedings~~on ~~initiated~~the aspartner’s aability ~~result~~to ofscale anproduction ~~acquisition or investment;~~ and ~~potential~~deliver ~~failure~~competitive oftechnology ~~our~~on ~~due~~schedule. ~~diligence~~We ~~processes~~may tonot ~~identify~~realize ~~significant issues with~~ the ~~assets~~anticipated orstrategic ~~company in which we are investing or are acquiring~~benefits.

Our investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment losses.

We face additional risks related to acquisitions and strategic investments, including the diversion of capital and other resources, including management’s attention; difficulty in realizing a satisfactory return and uncertainties to realize the benefits of an acquisition or strategic investment, if at all; difficulty or inability in obtaining governmental, regulatory approval or restrictions or other consents and approvals or financing; legal proceedings initiated as a result of an

acquisition or investment; and potential failure of our due diligence processes to identify significant issues with the assets or company in which we are investing or are acquiring.

Additional risks related to acquisitions include, but are not limited to:

•difficulty in integrating the technology, systems, products, policies, processes, or operations and integrating and retaining the employees, including key personnel, of the acquired business;

•assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets;

•integrating accounting, forecasting and controls, procedures and reporting cycles;

•coordinating and integrating operations, particularly in countries in which we do not currently operate;

•stock price impact, fines, fees or reputation harm if we are unable to obtain regulatory approval for an acquisition or are otherwise unable to close an acquisition;

•potential issuances of debt to finance our acquisitions, resulting in increased debt, increased interest expense, and compliance with debt covenants or other restrictions;

•the potential for our acquisitions to result in dilutive issuances of our equity securities;

•the potential variability of the amount and form of any performance-based consideration;

•negative changes in general economic conditions in the regions or the industries in which we or our target operate;

•exposure to additional cybersecurity risks and vulnerabilities; and

•impairment of relationships with, or loss of our or our target’s employees, vendors and customers.

For example, when integrating acquisition target systems into our own, we have experienced and may continue to experience challenges including lengthy and costly systems integration, delays in purchasing and shipping products, difficulties with system integration via electronic data interchange and other processes with our key suppliers and customers, and training and change management needs of integration personnel. These challenges have impacted our results of operations and may continue to do so in the future.

33We may be required to satisfy financial obligations under guarantees and other commercial commitments.

We have entered into, and may in the future enter into, commercial arrangements, including long-term capacity purchase obligations and financial guarantees supporting our customers’ and partners’ buildout of datacenter infrastructure. These arrangements expose us to counterparty risk, including customers' or partners' inability to secure necessary financing or infrastructure, significant project delays, or financial distress or insolvency. Despite our efforts to mitigate these exposures, if triggered, these obligations could require payments that may negatively impact our business, financial condition, or results of operations.

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.

We are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not limited to, IP ownership and infringement; taxes; import and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreign exchange controls and cash repatriation restrictions; foreign ownership and investment; data privacy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; environmental, health, and safety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to manufacture and ship our products. There can be no assurance that our employees, contractors, suppliers, customers or agents will not violate applicable laws or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations to which we are subject, or changes to their interpretation and enforcement, could lead to materially greater compliance and other costs, and/or further restrictions on our ability to manufacture and supply our products and operate our business. 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. 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. We expect to receive additional requests for information in the future. Such requests have been and are likely to be expensive and burdensome and could negatively impact our business and our relationships with customers, suppliers, and partners.

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. 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, 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. 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. Additionally, changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our business and results of operations.37

part of an ongoing inquiry into competition in those markets. 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. We expect to receive additional requests for information in the future. Such requests have been and are likely to be expensive and burdensome and could negatively impact our business and our relationships with customers, suppliers, and partners.

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. 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 scheduled to take 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. 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. Additionally, changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our business and results of operations.

Government actions, including trade protection and national and economic security policies of U.S. and foreign government bodies, such as tariffs, import or export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sanctions, decrees, quotas or other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export license with entities on the U.S. Department of Commerce’s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), and generally fulfill our contractual obligations and have a material adverse effect on our business. If we were ever found to have violated export control laws or sanctions of the U.S. 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.

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. In fiscal year 2023, we stopped direct sales to Russia and closed business operations in Russia. Concurrently, the war in Ukraine has impacted sales in EMEA and may continue to do so in the future.

The increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings.

Concerns regarding third-party use of AI for purposes contrary to local governmental interests, including concerns relating to the misuse of AI applications, models, and solutions, has resulted in and could in the future result in unilateral or multilateral restrictions on products that can be used for training, modifying, tuning, and deploying LLMs and other AI applications. Such restrictions have limited and could in the future limit the ability of downstream customers and users worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our business and financial results.

Such restrictions could include additional unilateral or multilateral export controls on certain products or technology, including but not limited to AI technologies. As geopolitical tensions have increased, semiconductors associated with AI, including GPUs and related products, are increasingly the focus of export control restrictions proposed by stakeholders in the U.S. and its allies. The United States has imposed unilateral worldwide controls restricting GPUs and associated products, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls have been and may again be very broad in scope and application, prohibit us from exporting our products to any or all customers in one or more markets, and could negatively impact our manufacturing, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our business, revenue and financial results. Export controls and other restrictions targeting GPUs and semiconductors associated with AI, which have been imposed and are ~~increasingly~~ likely to be ~~further~~more ~~tightened~~restrictive, would further ~~restrict~~limit our ability to export our technology, products, or services ~~even though competitors may not be subject to similar restrictions~~, creating a competitive disadvantage for us and negatively impacting our business and financial results. Export controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream users of our products to ~~additional~~ restrictions on the use, resale, repair, or transfer of our products, negatively impacting our business and financial results. Controls could negatively impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our CSPs and customers to provide services to their end customers, even outside China.

Export controls could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China and for our gaming products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our products, benefiting competitors that offer alternatives less likely to be restricted by further controls. 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.38

~~Increasing~~Export ~~use of economic sanctions and export~~ controls ~~has~~have ~~impacted~~ and ~~may~~could in the future ~~impact~~disrupt ~~demand~~our ~~for~~supply ~~our~~chain ~~products~~and ordistribution ~~services~~channels, negatively impacting our ~~business~~ability ~~and~~to ~~financial~~serve ~~results. Reduced~~ demand, ~~due~~including toin ~~export~~markets ~~controls~~outside ~~has~~China and ~~could~~for inour ~~the~~non-data ~~future~~center ~~lead to excess inventory or cause us to incur related supply charges~~products. ~~Additional~~The ~~unilateral~~possibility orof ~~multilateral~~additional ~~controls are also likely to include deemed~~ export ~~control~~controls ~~limitations~~has ~~that~~ negatively ~~impact~~impacted ~~the ability of our research~~ and ~~development~~may ~~teams to execute our roadmap or other objectives~~ in athe ~~timely~~future ~~manner. 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~~demand ~~supply~~for ~~chain or~~ our ~~ability to provide our~~ products ~~and services to customers in all markets worldwide~~, ~~which~~benefiting ~~could~~competitors ~~also~~that ~~substantially~~offer ~~reduce~~alternatives ~~our~~less ~~revenue.~~likely ~~Regulators in China have inquired about our sales and efforts~~ to ~~supply~~be ~~the~~restricted ~~China~~by ~~market~~further ~~and our fulfillment of the commitments we entered at the close of our Mellanox acquisition~~controls. ~~For~~Repeated ~~example,~~changes ~~regulators~~ in ~~China~~the ~~are investigating whether complying with applicable U.S.~~ export ~~controls~~control ~~discriminates~~rules ~~unfairly~~are ~~against~~likely ~~customers in the China market. If regulators conclude that we have failed~~ to ~~fulfill~~impose ~~such~~compliance ~~commitments~~burdens ~~or we have violated any applicable law in China, we could be subject to financial penalties, restrictions~~ on our ~~ability to conduct our~~ business, ~~restrictions or other orders regarding our networking business, products,~~ and ~~services, or otherwise impact~~ our ~~operations in China~~customers, ~~any~~negatively ~~of which could have a material~~ and ~~adverse~~materially ~~impact~~impacting on our business~~, operating results and financial condition~~.

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. Reduced demand due to export controls has and could in the future lead to excess inventory or cause us to incur related supply charges. Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our research and development teams to execute our roadmap or other objectives in a timely manner. 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 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. export controls, which required us to offer degraded products to the Chinese market, discriminated unfairly against customers in the China market and therefore violated the terms of China’s approval of our Mellanox acquisition. If regulators conclude that we have failed to fulfill the terms of our Mellanox acquisition or we have violated any applicable law in China, we could be subject to financial penalties, restrictions on our ability to conduct our business, restrictions or other orders regarding our networking business, products, and services, or otherwise impact our operations in China, any of which could have a material and adverse impact on our business, operating results and financial condition.

Over the past three years, we have been subject to a series of shifting and expanding export control restrictions, impacting our ability to serve customers outside the United States.

During the third quarter of fiscal year 2023, the USG announced export restrictions and export licensing requirements targeting China’s semiconductor and supercomputing industries. These restrictions impacted exports of certain chips, as well as software, hardware, equipment and technology used to develop, produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits. During the second quarter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East.

During the third quarter of fiscal year 2024, the USG announced new and updated licensing requirements for exports to China and Country Groups D:1, D:4, and D:5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including, but not limited to, the A100, A800, H100, H800, L4, L40, L40S RTX 4090, GB200 NVL72, and B200. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China.

On April 9, 2025, the USG informed us that it requires a license for export to China (including Hong Kong and Macau) and D:5 countries, or to companies headquartered or with an ultimate parent therein, of our H20 integrated circuits and any other circuits achieving the H20’s memory bandwidth, interconnect bandwidth, or combination thereof. As a result of these new 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.

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. WeUnder ~~may~~the becurrent 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. Inand ~~that~~the ~~event,~~Chinese wegovernment. ~~would~~We have effectively bebeen foreclosed from competing in China's data center computing/compute market, and our effective foreclosure from the China market will help our competitors build larger developer and customer ecosystems to challenge us worldwide. Unless we are able to return with a product 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. In addition to controls targeting D:1, D:4 and D:5 countries, the USG has also imposed worldwide export controls impacting our products, and may impose additional controls in the future.

InOn ~~addition~~January to15, ~~controls~~2025, ~~targeting~~the ~~D:1,~~USG ~~D:4~~published ~~and~~the ~~D:5~~AI ~~countries,~~Diffusion IFR in the ~~USG~~Federal ~~has~~Register. ~~also~~The IFR would have imposed a worldwide ~~export~~licensing ~~controls~~requirement ~~impacting~~on our data center products, such as our H200, GB200 and ~~may~~GB300. ~~impose~~The ~~additional~~AI ~~controls~~Diffusion inIFR would have divided the ~~future.~~world into three tiers, relegating most countries to “Tier 2” status, and would have created a complex and burdensome scheme for licensing approvals.

On January 15, 2025, the USG published the “AI Diffusion” IFR in the Federal Register. The IFR would have imposed a worldwide licensing requirement on our data center products, such as our H200, GB200 and GB300. The AI Diffusion IFR would have divided the world into three tiers, relegating most countries to “Tier 2” status, and would have created a complex and burdensome scheme for licensing approvals.39

In May 2025, the USG announced that it would rescind the AI Diffusion IFR and implement a replacement rule. The scope, timing, and requirements of the forthcoming rule remain uncertain. The replacement rule may impose new restrictions on our products or operations and/or add license requirements that could have a material impact on our business, operating results, and financial condition. For example, in October 2025, the Senate passed the “GAIN AI Act” in the NDAA. The GAIN AI Act would restrict the Trump Administration’s ability to adapt the Biden Administration’s export control rules, and could also allow private U.S. persons to review and overturn licensing and foreign policy decisions made by the Trump Administration.

Our competitive position has been harmed by export controls, and our competitive position and future results ~~may~~will be further harmed, over the long term, if ~~there~~the ~~are~~restrictions ~~further~~remain ~~changes~~ in ~~the~~place ~~USG’s~~or ~~export~~are ~~controls,~~expanded ~~including~~in ~~further expansion of the~~ geographic, customer, or product scope ~~of the controls~~, if customers purchase product from competitors, if customers develop their own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to significant customers or if we incur significant transition costs. The licensing process may not be resolved before significant business opportunities evaporate. Even if the USG grants any requested licenses, the licenses have already and may in the future be temporary, or impose burdensome conditions regarding the installation, maintenance, and use of such products, or include financial or economic requirements that we or our customers or end users cannot or choose not to fulfill. The licensing requirements have already and may in the future benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China, the Middle East, and other regions to pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.

In August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based customers, but to date, we have ~~not~~ generated ~~any~~approximately ~~revenue~~$50 ormillion ~~shipped~~in ~~any~~ H20 ~~products~~revenue under those licenses. USG officials have expressed an expectation that the USG will receive 15% or more of the revenue generated from licensed ~~H20~~ sales of our products, but to date, the USG has not published a regulation codifying such requirement. ~~Any~~In ~~request~~the ~~for~~event athat ~~percentage~~we ofare able to sell licensed products into the ~~revenue~~China bymarket and the USG ~~may~~implements ~~subject~~a regulation requiring us to ~~litigation,~~pay ~~increase~~a ~~our~~percentage ~~costs~~of the revenue from such sales, ~~and~~we ~~harm~~may ~~our~~not ~~competitive~~be ~~position~~able ~~and~~to ~~benefit~~pass ~~competitors~~along all or any of that ~~are~~fee ~~not~~to our customers, and may be subject to ~~such~~litigation, ~~arrangements~~increased costs, and a harmed competitive position.

Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements.

For example, the USG ~~has~~ already imposed license conditions tothat limit the ability of foreign firms to create and offer as a service large-scale GPU clusters, ~~for~~such ~~example~~as by imposing license conditions on the use of products to be exported to certain countries, and may impose additional conditions such as requiring chip tracking and throttling mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. Such government mandates in chip designs could introduce system vulnerabilities and expose us to significant risk and potential liability, negatively impact demand for our products, and could have a material impact on our business, operating results, and financial condition. Even if not enacted into binding legislation, draft bills have impacted and may in the future negatively impact our business. For example, following U.S. legislative proposals calling for mandatory features in our chips, China’s government publicly questioned whether our H20 products have built-in vulnerabilities, discouraging customers from purchasing our products. We provided a public response explaining that our GPUs, including H20, do not include such built-in vulnerabilities, and will respond to any follow-up questions we receive.

Open-source foundation models are rapidly growing in popularity with developers 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.

36The 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. and Europe. In addition, as the performance of the gaming GPUs increases over time, export controls may have a greater impact on our ability to compete in markets subject to those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our products, which are warehoused in and distributed from Hong Kong.

including applications built on foundation models originating in China such as DeepSeek or Qwen, could have a material impact on our business, operating results, and financial condition.

The USG has 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. and Europe. In addition, as the performance of the gaming GPUs increases over time, export controls may have a greater impact on our ability to compete in markets subject to those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our products, which are warehoused in and distributed from Hong Kong.

Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in servers containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of downstream parties to create large clusters for frontier model training.

~~Any~~Export ~~new~~controls ~~control~~have ~~that~~and ~~impacts~~are alikely ~~wider~~in ~~range~~the offuture ~~our~~to ~~products would likely~~ have a disproportionate impact on NVIDIA and may disadvantage us against certain of our competitors that sell chips that are outside the scope of such control. 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. 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. firms, harming our business, market position, and financial results.

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. 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. firms, harming our business, market position, and financial results.

As a result, export controls have in the past and may in the future negatively impact demand for our products and services not only in China, but also in other markets, such as Europe, Latin America, and Southeast Asia. Export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for market, it may be subject to new unilateral export controls restricting its sale, resulting in excess inventory and purchase obligations as we recently experienced with the H20. At the same time, such controls may increase investment in foreign competitors, which would be less likely to be restricted by U.S. controls.

The increasingly complex export controls impose complex and burdensome compliance obligations on our partners, suppliers, and customers. While we seek to strictly comply with all applicable export control regulators, reports of diversion of controlled products, even when unsubstantiated and untrue, may negatively impact our business, relationships with partners and customers, and our reputation. Incorrect allegations that our compliance efforts satisfy the letter but not the “spirit” of the applicable regulations, as well as incorrect allegations that legitimate and appropriate business is using supposed “loopholes” in the export controls may negatively impact our business, relationships with partners and customers, and our reputation.

In addition to export controls, the USG may impose restrictions on the import and sale of products that incorporate technologies developed or manufactured in whole or in part in China. For example, the USG adopted “Connected Vehicle” restrictions on the import and sale of certain automotive products in the United States, which if adopted and interpreted broadly, could impact our ability to develop and supply solutions for our automotive customers. The USG is also considering restrictions that would limit our ability to support third-party applications and models built on open-source foundation models originating in China. Such restrictions, if implemented, would favor our foreign competitors and negatively impact our business.

Additionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games may adversely affect our Gaming revenue, and even if we are able to participate in the China data center compute market, increased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government has ~~and~~encouraged ~~may continue to encourage~~ customers to purchase from our China-based competitors, orand ~~impose~~restricted ~~restrictions on the sale to certain~~ customers offrom ~~our~~purchasing, ~~products~~importing, or ~~any~~using ~~products containing components made by~~ our ~~partners~~data ~~and~~center ~~suppliers. For example~~products, ~~the~~including ~~Chinese~~any ~~government~~China-specific ~~announced~~product ~~restrictions~~designed ~~relating~~ to ~~certain~~comply ~~sales~~with ofU.S. ~~products~~export ~~containing certain products made by Micron, a supplier of ours~~controls. As another example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per memory bandwidth of accelerators used in new and renovated data centers in China. IfAlthough we are already effectively foreclosed from the China market by U.S. export controls, if those controls changed to allow us to return to the market, the Chinese government ~~modifies~~could modify or ~~implements~~implement the Action Plan in a way that effectively prevents us from being able to design products to meet the new standard, ~~this~~which may restrict the ability of customers to use some of our data center products and may have a material and adverse impact on our business, operating results and financial condition. Further restrictions on our products or the products of our suppliers could negatively impact our business and financial results.

Finally, our business depends on our ability to receive consistent and reliable supply from our overseas partners, especially in Taiwan and South Korea. 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

37On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration.

We repurchased 6770 million and ~~193~~262 million shares of our common stock for $912.76 billion and $2436.27 billion during the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026, respectively. As of ~~July~~October 2726, 2025, we were authorized, subject to certain specifications, to repurchase up to $1462.72 billion of our common stock.

~~The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2026:~~41

Period	Total Number of Shares Purchased (In millions)	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Program (In millions)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions)
April 28, 2025 - May 25, 2025	19.2	$	120.61	19.2	$	22.0
May 26, 2025 - June 22, 2025	18.1	$	141.61	18.1	$	19.4
June 23, 2025 - July 27, 2025	29.2	$	161.65	29.2	$	14.7
Total	66.5			66.5

The following table presents details of our share repurchase transactions during the third quarter of fiscal year 2026:


Period	Total Number of Shares Purchased (In millions)	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Program (In millions)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions)
July 28, 2025 - August 24, 2025	17.9	$	178.74	17.9	$	11.5
August 25, 2025 - September 21, 2025	21.1	$	174.35	21.1	$	67.8
September 22, 2025 - October 26, 2025	30.6	$	183.68	30.6	$	62.2
Total	69.6			69.6

(1) Average price paid per share includes broker commissions, but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022.

From ~~July 28~~October 27, 2025 through ~~August 26~~November 14, 2025, we repurchased 20 6 million shares for $31.5 1 billion pursuant to a pre-established trading plan. On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. As of August 26, 2025, a total of $71.2 billion was available for repurchase.

We may execute repurchases from time to time, subject to market conditions, operating requirements and other investment opportunities, in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase agreements in compliance with Rule 10b-18 of the Exchange Act. Our share repurchase program may be suspended at any time at our discretion.

Employee Equity Incentive Program Share Withholding

We withhold shares of our common stock associated with net share settlements to cover tax withholding obligations of awards under our employee equity incentive program. During the ~~second~~third quarter and first ~~half~~nine months of fiscal year 2026, we withheld approximately 1314 million and 2639 million shares, respectively, for a total value of $12.94 billion and $35.48 billion, respectively, through net share settlements.

Recent Sales of Unregistered Securities and Use of Proceeds

On ~~June~~August 136, 2025, we acquired a company and ~~agreed~~issued to ~~issue to~~ key employees a total of ~~387~~97,~~158~~075 shares of our common stock, valued at $5517 million based on our closing stock price on the ~~acquisition~~issuance date. ~~The shares will be issued in installments commencing in fiscal year 2027 and through fiscal year 2031.~~

OnThe ~~June~~above ~~17,~~securities ~~2025,~~were weissued ~~acquired~~in a ~~company~~transaction ~~and~~not ~~issued~~involving toa ~~key~~public ~~employees~~offering apursuant ~~total~~to ofan ~~89,338~~exemption ~~shares~~from ofregistration ~~our~~set ~~common~~forth ~~stock,~~in ~~valued~~Section at4(a)(2) ~~$13~~of ~~million~~the ~~based~~Securities onAct ~~our~~(and ~~closing~~Regulation ~~stock~~D ~~price~~or onRegulation ~~the~~S ~~issuance~~promulgated ~~date~~thereunder).

The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder).

Item 5. Other Information

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

Name

Title of Director or Officer

Action

Date

Total Shares of Common Stock to be Sold

Expiration Date

A. Brooke Seawell

Director

Termination

July 14, 2025

1,153,049*

Debora Shoquist

Executive Vice President, Operations

Adoption

9/9/2025

309,840

12/31/2026

Donald Robertson

Vice President and Chief Accounting Officer

Adoption

9/18/2025

138,042 *

12/31/2026

Ajay Puri

Executive Vice President, Worldwide Field Operations

Adoption

9/19/2025

1,000,000

6/24/2026

*~~The~~ ~~Rule~~Includes ~~10b5-1 Trading Arrangement was adopted on March 19~~38,042 ~~2025~~shares ~~for~~from ~~sales~~future ~~through~~vests ~~July~~of ~~31,~~equity ~~2025~~awards, ~~with~~and anthe ~~estimated~~actual ~~formulaic~~ number of shares. ~~770,522~~to ~~shares~~be ~~were~~sold ~~actually~~will ~~sold~~be ~~under~~net ~~the~~of ~~Rule~~shares ~~10b5-1~~withheld ~~Trading~~by ~~Arrangement~~the ~~prior~~Company tofor ~~termination~~taxes.

3842

Item 6. Exhibits

Exhibit No.

Exhibit Description

10.1+*

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

10.2+*

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

31.1*

Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2*

Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1#*

Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

32.2#*

Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

101.INS*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

+ Management contract or compensatory plan or arrangement.

* Filed herewith.

# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Copies of above exhibits not contained herein are available to any shareholder upon written request to:

Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051.

3943

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~August~~November 2719, 2025


			NVIDIA Corporation
By:			/s/ Colette M. Kress

			Colette M. Kress
			Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

4044

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