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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________________________________________________________________ FORM 10-K
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☒ / ☒ / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ ....................................... ☒ / ☒ / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 25, 2026 OR
☐
☐ / ☐ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ ....................................... ☐ / ☐ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / 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
Delaware / Delaware / 94-3177549 / 94-3177549 / 94-3177549
(State or other jurisdiction of ......... (State or other jurisdiction of / (State or other jurisdiction of / (I.R.S. Employer / (I.R.S. Employer / (I.R.S. Employer
incorporation or organization) .......... incorporation or organization) / incorporation or organization) / Identification No.) / Identification No.) / Identification No.)
2788 San Tomas Expressway, Santa Clara, California ... 2788 San Tomas Expressway, Santa Clara, California / 2788 San Tomas Expressway, Santa Clara, California / 95051 / 95051 / 95051
(Address of principal executive offices) ... (Address of principal executive offices) / (Address of principal executive offices) / (Zip Code) / (Zip Code) / (Zip Code)
Registrant’s telephone number, including area code: (408) 486-2000 Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Title of each class / Title of each class / Trading Symbol(s) / Trading Symbol(s) / Trading Symbol(s) / Name of each exchange on which registered / Name of each exchange on which registered / Name of each exchange on which registered
Common Stock, $0.001 par value per share ... Common Stock, $0.001 par value per share / Common Stock, $0.001 par value per share / NVDA / NVDA / NVDA / The Nasdaq Global Select Market / The Nasdaq Global Select Market / The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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
Large accelerated filer / Large accelerated filer / ☒ / ☒ / ☒ / Accelerated filer / Accelerated filer / Accelerated filer / ☐ / ☐ / ☐ / Non-accelerated filer / Non-accelerated filer / Non-accelerated filer / ☐ / ☐ / ☐ / Smaller reporting company / Smaller reporting company / Smaller reporting company / ☐ / ☐ / ☐ / Emerging growth company / Emerging growth company / Emerging growth company / ☐ / ☐ / ☐
Large accelerated filer ................. Large accelerated filer / Large accelerated filer / ☒ / ☒ / ☒ / Accelerated filer / Accelerated filer / Accelerated filer / ☐ / ☐ / ☐ / Non-accelerated filer / Non-accelerated filer / Non-accelerated filer / ☐ / ☐ / ☐ / Smaller reporting company / Smaller reporting company / Smaller reporting company / ☐ / ☐ / ☐ / Emerging growth company / Emerging growth 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 25, 2025 was approximately $4.0 trillion (based on the closing sales price of the registrant's common stock as reported by the Nasdaq Global Select Market on July 25, 2025). This calculation excludes 1.0 billion shares held by directors and executive officers of the registrant. This calculation does not exclude shares held by such organizations whose ownership exceeds 5% of the registrant's outstanding common stock that have represented to the registrant that they are registered investment advisers or investment companies registered under section 8 of the Investment Company Act of 1940. The number of shares of common stock outstanding as of February 20, 2026 was 24.3 billion. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.
Table of Contents
NVIDIA Corporation Table of Contents
Page / Page / Page
Part I / Part I / Part I
Item 1. ................................. Item 1. / Item 1. / Business / Business / Business / 4 / 4 / 4
Item 1A. ................................ Item 1A. / Item 1A. / Risk Factors / Risk Factors / Risk Factors / 12 / 12 / 12
Item 1B. ................................ Item 1B. / Item 1B. / Unresolved Staff Comments / Unresolved Staff Comments / Unresolved Staff Comments / 32 / 32 / 32
Item 1C ................................. Item 1C / Item 1C / Cybersecurity / Cybersecurity / Cybersecurity / 32 / 32 / 32
Item 2. ................................. Item 2. / Item 2. / Properties / Properties / Properties / 33 / 33 / 33
Item 3. ................................. Item 3. / Item 3. / Legal Proceedings / Legal Proceedings / Legal Proceedings / 33 / 33 / 33
Item 4. ................................. Item 4. / Item 4. / Mine Safety Disclosures / Mine Safety Disclosures / Mine Safety Disclosures / 33 / 33 / 33
Part II / Part II / Part II
Item 5. ................................. Item 5. / Item 5. / Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities / Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities / Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities / 33 / 33 / 33
Item 6. ................................. Item 6. / Item 6. / [Reserved] / [Reserved] / [Reserved] / 35 / 35 / 35
Item 7. ................................. Item 7. / Item 7. / Management’s Discussion and Analysis of Financial Condition and Results of Operations / Management’s Discussion and Analysis of Financial Condition and Results of Operations / Management’s Discussion and Analysis of Financial Condition and Results of Operations / 36 / 36 / 36
Item 7A. ................................ Item 7A. / Item 7A. / Quantitative and Qualitative Disclosures About Market Risk / Quantitative and Qualitative Disclosures About Market Risk / Quantitative and Qualitative Disclosures About Market Risk / 44 / 44 / 44
Item 8. ................................. Item 8. / Item 8. / Financial Statements and Supplementary Data / Financial Statements and Supplementary Data / Financial Statements and Supplementary Data / 45 / 45 / 45
Item 9. ................................. Item 9. / Item 9. / Changes in and Disagreements with Accountants on Accounting and Financial Disclosure / Changes in and Disagreements with Accountants on Accounting and Financial Disclosure / Changes in and Disagreements with Accountants on Accounting and Financial Disclosure / 45 / 45 / 45
Item 9A. ................................ Item 9A. / Item 9A. / Controls and Procedures / Controls and Procedures / Controls and Procedures / 45 / 45 / 45
Item 9B. ................................ Item 9B. / Item 9B. / Other Information / Other Information / Other Information / 46 / 46 / 46
Item 9C. ................................ Item 9C. / Item 9C. / Disclosure Regarding Foreign Jurisdictions that Prevent Inspections / Disclosure Regarding Foreign Jurisdictions that Prevent Inspections / Disclosure Regarding Foreign Jurisdictions that Prevent Inspections / 46 / 46 / 46
Part III / Part III / Part III
Item 10. ................................ Item 10. / Item 10. / Directors, Executive Officers and Corporate Governance / Directors, Executive Officers and Corporate Governance / Directors, Executive Officers and Corporate Governance / 46 / 46 / 46
Item 11. ................................ Item 11. / Item 11. / Executive Compensation / Executive Compensation / Executive Compensation / 47 / 47 / 47
Item 12. ................................ Item 12. / Item 12. / Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters / Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters / Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters / 47 / 47 / 47
Item 13. ................................ Item 13. / Item 13. / Certain Relationships and Related Transactions, and Director Independence / Certain Relationships and Related Transactions, and Director Independence / Certain Relationships and Related Transactions, and Director Independence / 47 / 47 / 47
Item 14. ................................ Item 14. / Item 14. / Principal Accountant Fees and Services / Principal Accountant Fees and Services / Principal Accountant Fees and Services / 47 / 47 / 47
Part IV / Part IV / Part IV
Item 15. ................................ Item 15. / Item 15. / Exhibits and Financial Statement Schedules / Exhibits and Financial Statement Schedules / Exhibits and Financial Statement Schedules / 48 / 48 / 48
Item 16. Form 10-K Summary
Signatures .............................. Signatures / Signatures / 84 / 84 / 84
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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 (blogs.nvidia.com/) NVIDIA Technical Blog (developer.nvidia.com/blog/) NVIDIA LinkedIn (linkedin.com/company/nvidia) NVIDIA Facebook (facebook.com/nvidia) NVIDIA Instagram (instagram.com/nvidia) NVIDIA X (x.com/nvidia) NVIDIA Threads (threads.com/@nvidia) NVIDIA Investor Relations (investor.nvidia.com) NVIDIA YouTube (YouTube.com/nvidia). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these channels, 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 Annual Report on Form 10-K. Forward-Looking Statements This Annual Report on Form 10-K 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 our 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 Annual Report on Form 10-K in greater detail under the heading “Risk Factors.” 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 Annual Report on Form 10-K 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. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the filing date of this Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. © 2026 NVIDIA Corporation. All rights reserved. 3
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Part I