10-K – 2026-02-25 – nvda-20260125.htm

We are subject to stringent and changing data privacy and security laws, rules, regulations and other obligations. These areas could damage our reputation, deter current and potential customers, affect our product design, or result in legal or regulatory proceedings and liability.
We process sensitive, confidential or personal data or information that is subject to privacy and security laws, regulations, industry standards, external and internal policies, contracts and other obligations that govern the processing of such data by us and on our behalf. Concerns about our practices or the ultimate use of our products and services with regard to the collection, use, retention, security or disclosure of personal information or other privacy-related matters, including for use in AI, even if unfounded, could damage our reputation and adversely affect our operating results. The theft, loss or misuse of personal data in our possession or by one of our partners could result in damage to our reputation, regulatory proceedings, disruption of our business activities or increased security or remediation costs and costs related to defending legal claims.
In the United States, federal, state and local authorities have enacted numerous data privacy and security laws, including for data breach notification, personal data privacy and consumer protection. Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, or CPRA, or collectively the CCPA, gives California residents the right to access, delete and opt-out of certain sharing of their personal information, and to receive detailed information about how it is used and shared. The CCPA provides for substantial fines for intentional violation and the law created a private right of action for certain data breaches. Similar laws are being considered in several other states, as well as at the federal and local levels. Additionally, several states and localities have enacted measures related to the use of AI and machine learning in products and services. If we become subject to additional data privacy laws, the risk of enforcement action against us could increase.
Worldwide regulatory authorities are also considering and have approved various legislative proposals concerning data protection. The European Union adopted the General Data Protection Regulation, or GDPR, and the United Kingdom similarly adopted the U.K. GDPR, governing the strict handling of personal data of persons within the European Economic Area, or EEA, and the United Kingdom, respectively, including its use and protection and the ability of persons whose data is stored to access, correct, and delete such data about themselves. If we are found not to comply, we could be subject to penalties of up to €20 million or 4% of worldwide revenue, whichever is greater, and classes of individuals or consumer protection organizations may initiate litigation related to our processing of their personal data. Furthermore, the EU AI Act and similar legislation could impose onerous obligations that may disproportionately impact and disadvantage us and require us to change our business practices. Additionally, Europe’s Network and Information Security Directive, or NIS2, regulates resilience and incident response capabilities of entities operating in a number of sectors, including the digital infrastructure sector. Non-compliance with NIS2 may lead to administrative fines of a maximum of 10 million Euros or up to 2% of the total worldwide revenue of the preceding fiscal year.
In the ordinary course of business, we transfer personal data from Europe, China, and other jurisdictions to the United States or other countries. Certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws. For example, the GDPR governs the transfer of personal data to countries outside of the EEA. The European Commission released a set of “Standard Contractual Clauses” designed for entities to validly transfer personal data out of the EEA to jurisdictions that the European Commission has not found to provide an adequate level of protection, including the United States. Additionally, the U.K.’s International Data Transfer Agreement / Addendum, as well as the EU-U.S. Data Privacy Framework and the U.K. extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework) are mechanisms that may be used to transfer personal data from the EEA and U.K. to the United States. However, these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. Other jurisdictions have enacted or are considering similar cross-border personal data transfer laws and local personal data residency laws, any of which would increase the cost and complexity of doing business and could result in fines from regulators. For example, China’s law imposes various requirements relating to data processing and data localization. Data broadly defined as important under China’s law, including personal data, may not be transferable outside of China without prior assessment and approval by the Cyberspace Administration of China, or CAC. Compliance with these requirements, including CAC assessments and any deemed failures of such assessments, could cause us to incur liability, prevent us from using data collected in China or impact our ability to transfer data outside of China. The inability to import personal data to the United States could significantly and negatively impact our business operations, limit our ability to collaborate with parties that are subject to European, China and other data privacy and security laws, or require us to increase our personal data processing capabilities in Europe and/or elsewhere at significant expense. Some European regulators have prevented companies from transferring personal data out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations, which could negatively impact our business.
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We are also bound by certain contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful or may be claimed to be non-compliant. For example, certain privacy laws, such as the GDPR and the CCPA, require our customers to impose specific contractual restrictions on their service providers. We sometimes host personal data in collaboration with our customers, and if a breach exposed or altered that personal data, it could harm those customer relationships and subject us to litigation, regulatory action, or fines. We publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. Regulators in the U.S. are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.
Data protection laws around the world are quickly changing and may be interpreted and applied in an increasingly stringent fashion and in a manner that is inconsistent with our data practices. These obligations may affect our product design and necessitate changes to our information technologies, systems and practices and to those of any third parties that process personal data on our behalf. Despite our efforts, we or third parties we rely upon may fail to comply with such obligations. If we fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences, including but not limited to, government enforcement actions, litigation, additional reporting requirements and/or oversight, bans on processing personal data, and orders to destroy or not use personal data. Any of these events could have a material adverse effect on our reputation, business, or financial condition.
We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected tax rates and other tax-related factors.
We are subject to complex income tax laws and regulations, as well as non-income-based taxes, in various jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are regularly under audit by tax authorities in different jurisdictions. Although we believe our tax estimates are reasonable, any adverse outcome could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, net income, and cash flows.
Further, changes in tax laws or their interpretation by tax authorities in the U.S. or foreign jurisdictions could increase our future tax liability or cause other adverse tax impacts, which may materially impact our results of operations, or the way we conduct our business. Most of our income is taxable in the U.S., with a significant portion qualifying for preferential treatment as foreign-derived deduction eligible income, or FDDEI. If U.S. tax rates increase or the FDDEI deduction is reduced, our provision for income taxes, results of operations, net income, and cash flows would be adversely affected. In addition, our tax obligations and effective tax rate in the jurisdictions in which we conduct business could increase as a result of international tax developments, including the implementation of the Two-Pillar framework led by the Organization for Economic Cooperation and Development, or OECD, which involves the reallocation of taxing rights in respect of certain multinational enterprises above a fixed profit margin to the jurisdictions in which they carry on business (referred to as Pillar One), and imposes a minimum effective corporate tax rate (referred to as Pillar Two). A number of countries in which we conduct business have enacted, or are in the process of enacting, elements of the Pillar Two rules, including the recently released "side-by-side" framework, which provides certain additional safe harbors and coordination mechanisms. Any such tax laws, or changes in any such tax laws, including those related to the side-by-side framework, may increase tax uncertainty and compliance costs and adversely affect our provision for income taxes, cash tax payments, results of operations, and financial condition.
Our future effective tax rate may also be affected by a variety of factors, including changes in our business or statutory rates, the mix of earnings in countries with differing statutory tax rates, available tax incentives, credits and deductions, the expiration of statutes of limitations, changes in accounting principles, adjustments to income taxes upon finalization of tax returns, increases in expenses not deductible for tax purposes, the estimates of our deferred tax assets and liabilities and deferred tax asset valuation allowances, changing interpretation of existing laws or regulations, the impact of accounting for business combinations, as well as changes in the domestic or international organization of our business and structure. Furthermore, the tax effects of accounting for stock-based compensation and volatility in our stock price may significantly impact our effective tax rate in the period in which they occur. A decline in our stock price may result in reduced future tax benefits from stock-based compensation, increase our effective tax rate, and adversely affect our financial results.
Our business is exposed to the burden and risks associated with litigation, investigations and regulatory proceedings.
We currently and will likely continue to face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving shareholder, consumer, competition, intellectual property and/or other issues relating to our business. For example, we are defending a securities class action lawsuit from multiple shareholders asserting claims that we and certain of our officers made false and/or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand in 2017 and 2018. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages or fines, or an injunction stopping us from manufacturing or selling certain products, engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact. Regardless of the outcome, litigation can be costly, time-consuming, and disruptive to our operations.
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Delaware law and our certificate of incorporation, bylaws and agreement with Microsoft could delay or prevent a change in control.
The anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control. Provisions in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire a majority of our outstanding stock. These provisions include the ability of our Board of Directors to create and issue preferred stock, change the number of directors, and to make, amend or repeal our bylaws without prior shareholder approval; the inability of our shareholders to act by written consent; advance notice requirements for director nominations and shareholder proposals; and super-majority voting requirement to amend some provisions in our certificate of incorporation and bylaws. Under our agreement with Microsoft for the Xbox, if someone makes an offer to purchase at least 30% of our outstanding common stock, Microsoft may have first and last rights of refusal to purchase the stock. These provisions could delay or prevent a change in control of NVIDIA, discourage proxy contests, and make it more difficult for shareholders to elect directors of their choosing and to cause us to take other corporate actions they desire.

Item 1B. Unresolved Staff Comments
None.

Item 1C. Cybersecurity
Risk management and strategy
We have in place certain infrastructure, systems, policies, and procedures that are designed to proactively prevent or reduce the impact of, and reactively address circumstances that arise when, events such as a cybersecurity incident occur. These include processes for assessing, identifying, and managing material risks from cybersecurity threats. Our information security management programs generally follow certain processes outlined in frameworks such as the ISO 27001 international standard for information security management and we evaluate and evolve our security measures as appropriate. We consult with external parties, such as cybersecurity firms and risk management and governance experts, on risk management and strategy.
Identifying, assessing, and managing cybersecurity risk is integrated into our overall risk management systems and processes, and we have in place cybersecurity and data privacy training and policies designed to (a) respond to new requirements in global privacy and cybersecurity laws and (b) prevent, detect, respond to, mitigate and recover from identified and significant cybersecurity threats.
We also have a vendor risk assessment process consisting of, depending on the nature and sensitivity of the supplier and data they process on our behalf, the distribution and review of supplier questionnaires designed to help us evaluate cybersecurity risks that we may encounter when working with third parties that have access to confidential and other sensitive company information. We take steps to review that such vendors have implemented data privacy and security controls that help mitigate the cybersecurity risks associated with these vendors, depending on the nature and sensitivity of the supplier and data they process on our behalf. We routinely assess our high-risk suppliers’ conformance to industry standards (e.g., ISO 27001, ISO 28001, and C-TPAT), and we evaluate them for additional information, product, and physical security requirements.
Refer to “Item 1A. Risk factors” in this annual report on Form 10-K for additional information about cybersecurity-related risks.
Governance
Information security matters, including managing and assessing risks from cybersecurity threats, remain under the oversight of the Company’s Board of Directors, or the Board. The Audit Committee of the Board, or the Audit Committee, also reviews the adequacy and effectiveness of the Company’s information security policies and practices and the internal controls regarding information security risks. The Audit Committee receives regular information security updates from management, including our Chief Security Officer and members of our security team. The Board also receives annual reports on information security matters from our Chief Security Officer and members of our security team.
Our security efforts are managed by a team of executive cybersecurity, IT, engineering, operations, and legal professionals. We have established a cross-functional leadership team, consisting of executive-level leaders, that meets regularly to review cybersecurity matters and evaluate emerging threats. With oversight and guidance provided by the cross-functional leadership team, our information security teams refine our practices to address emerging security risks and changes in regulations. Our executive-level leadership team also participates in cybersecurity incident response efforts by engaging with the incident response team and helping direct the company’s response to and assessment of certain cybersecurity incidents.
We have designated a Chief Security Officer, reporting to our Senior Vice President of Software Engineering, to oversee the identification, assessment, and management of material cybersecurity risks . Our Chief Security Officer’s cybersecurity expertise includes over 18 years of combined government and private sector assignments.
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Item 2. Properties
Our headquarters is in Santa Clara, California. We own and lease approximately 3 million square feet of office and building space for our corporate headquarters. In addition, we lease data center space in Santa Clara, California. We also own and lease facilities for data centers, research and development, and/or sales and administrative purposes throughout the U.S. and in various international locations, primarily in China, India, Israel, and Taiwan. We believe our existing facilities, both owned and leased, are in good condition and suitable for the conduct of our business. We do not identify or allocate assets by operating segment. For additional information regarding obligations under leases, refer to Note 17 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, which information is hereby incorporated by reference.

Item 3. Legal Proceedings
Please see Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of our legal proceedings.

Item 4. Mine Safety Disclosures
Not applicable.

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the Nasdaq Global Select Market under the symbol NVDA. Public trading of our common stock began on January 22, 1999. Prior to that, there was no public market for our common stock. As of February 20, 2026, we had approximately 1,226 registered shareholders, not including those shares held in street or nominee name.
In May 2024, we announced a ten-for-one stock split, or the Stock Split, of our issued common stock, which was effected through the filing of an amendment to the Company's Restated Certificate of Incorporation, or the Amendment, with the Secretary of the State of Delaware. In June 2024, the Company filed the Amendment to effect the Stock Split and proportionately increased the number of shares of the Company’s authorized common stock from 8.0 billion to 80.0 billion. Shareholders of record at the close of market on June 6, 2024 received nine additional shares of common stock, distributed after the close of market on June 7, 2024. All share, equity award and per share amounts presented herein have been retrospectively adjusted to reflect the Stock Split.

Issuer Purchases of Equity Securities
On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. In fiscal year 2026, we repurchased 282 million shares of our common stock for $40.4 billion. As of January 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $58.5 billion of our common stock.
The repurchases can be made 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, subject to market conditions, applicable legal requirements, and other factors. Our share repurchase program may be suspended at any time at our discretion.

In fiscal year 2026, we paid cash dividends to our shareholders of $974 million. 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.
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The following table presents details of our share repurchase transactions during the fourth 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)
October 27, 2025 - November 23, 2025 5.6  $ 198.89  5.6  $ 61.1 
November 24, 2025 - December 21, 2025 6.6  $ 179.41  6.6  $ 59.9 
December 22, 2025 - January 25, 2026 7.3  $ 186.52  7.3  $ 58.5 
Total 19.5  19.5 

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

Restricted Stock Unit 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 fiscal year 2026, we withheld approximately 51 million shares for a total value of $7.9 billion through net share settlements. Refer to Note 3 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion regarding our equity incentive plans.

Recent Sales of Unregistered Securities and Use of Proceeds
On December 15, 2025, we acquired a company and issued to a key employee a total of 174,676 shares of our common stock, valued at approximately $31 million based on our closing stock price on the issuance date.
The above securities were issued in a transaction 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).
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Stock Performance Graphs
The following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the Nasdaq 100 Index for the five years ended January 25, 2026. The graph assumes that $100 was invested on January 31, 2021 in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index. Our common stock is a component of each of the presented indices. Total return assumes reinvestment of dividends in each of the indices indicated. Total return is based on historical results and is not intended to indicate future performance.

*$100 invested on 1/31/2021 in stock and in indices, including reinvestment of dividends.
Source: FactSet financial data and analytics.

  1/31/2021 1/30/2022 1/29/2023 1/28/2024 1/26/2025 1/25/2026
NVIDIA Corporation $ 100.00  $ 175.98  $ 157.05  $ 470.88  $ 1,100.68  $ 1,448.75 
S&P 500 $ 100.00  $ 121.00  $ 112.98  $ 137.98  $ 174.50  $ 200.33 
Nasdaq 100 $ 100.00  $ 112.60  $ 95.60  $ 138.07  $ 173.95  $ 206.01 

Item 6. [Reserved]
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Item 1A. Risk Factors,” our Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Annual Report on Form 10-K, 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. NVIDIA is now a data center scale AI infrastructure company reshaping all industries.
Our two operating segments are "Compute & Networking" and "Graphics." Refer to Note 16 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.
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 fiscal year 2026 was driven by data center compute and networking platforms for accelerated computing and AI solutions. Our Blackwell architectures represented the majority of our Data Center revenue.
The availability of data centers, energy, and capital to support the buildout of NVIDIA AI infrastructure by our customers and partners is crucial, and any shortage of these or other necessary resources could impact our future revenue and financial performance. Expanding energy capacity to meet demand is a complex, multi-year process that involves significant regulatory, technical, and construction challenges. In addition, access to capital can be particularly constrained for less-capitalized companies, which may face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and partner deployments or reduce the scale of accelerated computing and AI adoption.
We continue to execute Data Center compute product introductions, bringing new advanced architectures on a one-year product cadence, including our Rubin platform. We began shipping production units of our new Blackwell Ultra platforms including GB300 in the second quarter of fiscal year 2026. The complexity of our product transitions and sophisticated system configurations has and may in the future cause delays in production and create challenges in managing supply and demand. This could further result in revenue volatility, quality issues, increased inventory provisions, decreases in product yields and higher material costs, 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.
In April 2025, the USG informed us that a license is required for exports of our H20 product into the China market. As a result of these requirements, we incurred a $4.5 billion charge in the first quarter of fiscal year 2026 associated with H20 for excess inventory and purchase obligations, as the demand for H20 diminished. In August 2025, the USG granted licenses that would allow us to ship certain H20 products to certain China-based customers. We generated approximately $60 million in H20 revenue under those licenses.
In February 2026, the USG granted a license that would allow us to ship small amounts of H200 products to specific China-based customers. To date, we have not generated any revenue under the H200 licensing program, and do not yet know whether any imports will be allowed into China. The license requires that the H200s go through an inspection process in the United States prior to any shipment to the customer. As a result, any H200 shipped under the new licensing program will be subject to a 25% tariff upon importation into the United States.
The recent rise in high-quality open-source foundation models is making advanced AI capabilities broadly accessible. Open-source AI is dependent on developer adoption and if deployed on our competitors’ platforms, it could reduce demand for our products and services.
While currently our supply chain is mainly concentrated in Asia, we are expanding into the U.S. and Latin America. These moves are expected to strengthen our supply chain, add resiliency and redundancy, and meet the growing demand for AI infrastructure. Our ability to increase manufacturing capabilities will depend on the local region's manufacturing ecosystem's capacity to ramp production supply to the required volume and on a timely basis.
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We have made, and expect to continue making, investments that support our technology roadmap and the broader AI ecosystem. In fiscal year 2026, we made the following investments:
• We invested $17.5 billion in private companies and infrastructure funds, primarily to support early‑stage startups. These investments include AI model makers that purchase our products directly or through CSPs. Many of these investments are illiquid and non‑marketable. The related early-stage startups may not become profitable in the near term, or at all, and there can be no assurance that we will realize a return on our investments.
• We made investments in publicly-held equity securities where the value may fluctuate significantly due to changes in stock prices and could adversely affect our financial results.
• To support the build-out of complex datacenter infrastructures, we enter into commercial arrangements, including guarantees with partners. We provided $3.5 billion in land, power, and shell guarantees to early‑stage companies, generally over multi‑year periods. If the escrow and the partners' operating activities are not sufficient to cover an event of default under these guarantees, we may elect to assume the underlying leases for internal use or sublease them to third parties.
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, the value of our investments, revenue and competitive position. 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 – Risks Related to Regulatory, Legal, Our Stock and Other Matters” for a further discussion of the potential impact of these factors on our business.
Fiscal Year 2026 Summary

  Year Ended
  Jan 25, 2026 Jan 26, 2025 Change

($ in millions, except per share data)
Revenue $ 215,938  $ 130,497  Up 65%
Gross margin 71.1  % 75.0  % -3.9 pts
Operating expenses $ 23,076  $ 16,405  Up 41%
Operating income $ 130,387  $ 81,453  Up 60%
Net income $ 120,067  $ 72,880  Up 65%
Net income per diluted share $ 4.90  $ 2.94  Up 67%

Revenue for fiscal year 2026 was $215.9 billion, up 65% from a year ago.
Data Center revenue for fiscal year 2026 was up 68% from a year ago. The strong year-on-year growth was driven by the major platform shifts – accelerated computing and AI.
Gaming revenue for fiscal year 2026 was up 41% from a year ago, driven by strong Blackwell demand. We expect supply constraints to be a headwind to Gaming in the first quarter of fiscal 2027 and beyond.
Professional Visualization revenue for fiscal year 2026 was up 70% from a year ago, driven by exceptional demand for Blackwell as well as the launch of our new DGX Spark.
Automotive revenue for fiscal year 2026 was up 39% from a year ago, driven by continued adoption of our self-driving platforms.
Gross margin decreased in fiscal year 2026 as our business model transitioned from offering Hopper HGX systems to Blackwell full-scale datacenter solutions. The gross margin decrease was also impacted by a $4.5 billion charge associated with H20 excess inventory and purchase obligations.
Operating expenses for fiscal year 2026 were up 41% from a year ago, driven by higher compensation and benefits expenses due to employee growth and compute and infrastructure costs.
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Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, cost of revenue, expenses and related disclosure of contingencies. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and could have a material impact on our financial condition or results of operations. We have critical accounting estimates in the areas of inventories, income taxes, non-marketable equity securities, and revenue recognition. Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a summary of significant accounting policies.

Inventories
We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products or components, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions, which requires management judgment.
Situations that may result in excess or obsolete inventory or excess product purchase commitments include changes in business and economic conditions, changes in market conditions, sudden and significant decreases in demand for our products, including potential cancellation or deferral of customer purchase orders, inventory obsolescence because of changing technology and customer requirements, new product introductions resulting in less demand for existing products or inconsistent spikes in demand, failure to estimate customer demand properly, ordering in advance of historical lead-times, government regulations and the impact of changes in future demand, or increase in demand for competitive products, including competitive actions.
The net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of 2.6% in fiscal year 2026 and 2.3% in fiscal year 2025. Our inventory and capacity purchase commitments are based on forecasts of future customer demand and consider our third-party manufacturers' lead times and constraints. Our manufacturing lead times can be and have been long, and in some cases, extended beyond twelve months for some products. We may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums and provide deposits to secure future supply and capacity. We also adjust to other market factors, such as product offerings and pricing actions by our competitors, new product transitions, and macroeconomic conditions - all of which may impact demand for our products.
Refer to the Gross Profit and Gross Margin discussion below in this Management's Discussion and Analysis for further discussion.

Income Taxes
We are subject to income taxes in the U.S. and foreign jurisdictions. Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S. or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.
We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized based on all available evidence. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.
We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Non-Marketable Equity Securities
Non-marketable equity securities consist of investments in private companies without readily determinable fair values. They are measured at cost minus impairment, if any, and are adjusted for observable price changes in orderly transactions for a similar investment in the same issuer (the measurement alternative). These adjustments may require use of unobservable inputs.
We assess impairment quarterly based on qualitative and quantitative factors, including the investee’s operating performance and market trends.
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Revenue Recognition
Revenue Allowances
For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for estimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional sales return allowances are required to reflect our estimated exposure for product returns. Return rights for certain stocking distributors for specific products are contractually limited based on a percentage of prior quarter shipments. For shipments to other customers, we do not allow returns, although we may approve returns for credit or refund based on applicable facts and circumstances.
We account for customer programs, which involve rebates and marketing development funds, or MDFs, as a reduction in revenue and accrue for such programs based on the amount we expect to be claimed by customers. Certain customer programs include distributor price incentives or other channel programs for specific products and customer classes which require judgment as to whether the applicable incentives will be attained. Estimates for customer program accruals include a combination of historical attainment and claim rates and may be adjusted based on relevant internal and external factors.
Contracts with Multiple Performance Obligations
Our contracts may contain more than one performance obligation. Judgment is required in determining whether each performance obligation within a customer contract is distinct. Except for License and Development Arrangements, NVIDIA products and services function on a standalone basis and do not require a significant amount of integration or interdependency. Therefore, multiple performance obligations contained within a customer contract are considered distinct and are not combined for revenue recognition purposes.
We allocate the total transaction price to each distinct performance obligation in an arrangement with multiple performance obligations on a relative standalone selling price basis. In most cases, we can establish standalone selling price based on directly observable prices of products or services sold separately in comparable circumstances to similar customers. If standalone selling price is not directly observable, such as when we do not sell a product or service separately, we determine standalone selling price based on market data and other observable inputs.

Results of Operations
A discussion regarding our financial condition and results of operations for fiscal year 2026 compared to fiscal year 2025 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended January 26, 2025, filed with the SEC on February 26, 2025, which is available free of charge on the SEC’s website at http://www.sec.gov and at our investor relations website, http://investor.nvidia.com.
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The following table sets forth, for the periods indicated, certain items in our Consolidated Statements of Income expressed as a percentage of revenue.

Year Ended
  Jan 25, 2026 Jan 26, 2025
Revenue 100.0  % 100.0  %
Cost of revenue 28.9  25.0 
Gross profit 71.1  75.0 
Operating expenses  
Research and development 8.6  9.9 
Sales, general and administrative 2.1  2.7 
Total operating expenses 10.7  12.6 
Operating income 60.4  62.4 
Interest income 1.1  1.4 
Interest expense (0.1) (0.2)
Other income, net
4.2  0.8 
Total other income, net
5.2  2.0 
Income before income tax 65.5  64.4 
Income tax expense 9.9  8.6 
Net income 55.6  % 55.8  %

Reportable Segments
Revenue by Reportable Segments

Year Ended
Jan 25, 2026 Jan 26, 2025 $
Change %
Change

($ in millions)
Compute & Networking
$ 193,479  $ 116,193  $ 77,286  67  %
Graphics 22,459  14,304  8,155  57  %
Total $ 215,938  $ 130,497  $ 85,441  65  %

Operating Income by Reportable Segments

Year Ended
Jan 25, 2026 Jan 26, 2025 $
Change %
Change

($ in millions)
Compute & Networking
$ 130,141  $ 82,875  $ 47,266  57  %
Graphics 9,156  5,085  4,071  80  %
Total $ 139,297  $ 87,960  $ 51,337  58  %

Compute & Networking revenue – The year over year increase was driven by the major platform shifts – accelerated computing and AI. Revenue from Data Center computing grew 59% driven by demand for our Blackwell computing platform. Revenue from Data Center networking grew 142% driven by the introduction and continued ramp of NVLink compute fabric for GB200 and GB300 systems and the growth of Ethernet and InfiniBand platforms.
Graphics revenue – The year over year increase was driven by sales of our Blackwell architecture.
Reportable segment operating income – The year over year increase in Compute & Networking segment operating income was driven by 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 was driven by the growth in revenue.
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Concentration of Revenue
We refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, CSPs, AI model makers, and system integrators. Certain direct customers may use either internal resources or third-party system integrators to complete their build. We refer to indirect customers as those who purchase products through our direct customers; indirect customers include CSPs, Neocloud builders, AI model makers, enterprises, and public sector entities. Our revenue is concentrated among a limited number of direct and indirect customers and this trend may continue.
Direct Customers – For fiscal year 2026, sales to one direct customer represented 22% of total revenue and sales to another direct customer represented 14% of total revenue, all of which were primarily attributable to the Compute & Networking segment.
For fiscal year 2025, sales to one direct customer represented 12% of total revenue and sales to two direct customers each represented 11% of total revenue, all of which were primarily attributable to the Compute & Networking segment.
For fiscal year 2024, sales to one direct customer represented 13% of total revenue, and were primarily attributable to the Compute & Networking segment.
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. Indirect customers primarily purchase our products through system integrators and distributors. We generate a significant amount of our revenue from a limited number of indirect customers, some individually representing 10% or more of our revenue. Certain companies purchase cloud and related services through various direct and indirect customers. We estimate that one AI research and deployment company contributed to a meaningful amount of our revenue purchasing cloud services from our customers in fiscal year 2026.
Revenue by geographic region is designated based on the location of the headquarters of direct customers. The end customer and shipping location may be different from our customers' headquarters location. Revenue from sales to customers headquartered outside of the United States accounted for 31% and 41% of total revenue for fiscal years 2026 and 2025, respectively.

Gross Profit and Gross Margin
Gross profit consists of total net revenue less cost of revenue. Cost of revenue consists 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 71.1% in fiscal year 2026 from 75.0% in fiscal year 2025 as our business model transitioned from offering Hopper HGX systems to Blackwell full-scale datacenter solutions and a $4.5 billion charge associated with H20 excess inventory and purchase obligations in the first quarter of fiscal year 2026.
Provisions for inventory and excess inventory purchase obligations totaled $7.2 billion and $3.7 billion for fiscal years 2026 and 2025, 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 $1.5 billion and $689 million for fiscal years 2026 and 2025, respectively. The net effect on our gross margin was an unfavorable impact of 2.6% and 2.3% in fiscal years 2026 and 2025, respectively.

Operating Expenses

  Year Ended
  Jan 25, 2026 Jan 26, 2025 $
Change %
Change

  ($ in millions)
Research and development $ 18,497  $ 12,914  $ 5,583  43  %
Sales, general and administrative 4,579  3,491  1,088  31  %
Total operating expenses $ 23,076  $ 16,405  $ 6,671  41  %

The increases in research and development expenses for fiscal year 2026 were driven by a 29% increase in compensation and benefits expense, including stock-based compensation, reflecting employee growth and compensation increases and a 79% increase in compute and infrastructure.
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The increases in sales, general and administrative expenses for fiscal year 2026 were primarily driven by compensation and benefits expense, including stock-based compensation, reflecting employee growth and compensation increases.

Total Other Income, Net

  Year Ended
  Jan 25, 2026 Jan 26, 2025 $
Change

  ($ in millions)
Interest income $ 2,300  $ 1,786  $ 514 
Interest expense (259) (247) (12)
Other income, net
9,022  1,034  7,988 
Total other income, net
$ 11,063  $ 2,573  $ 8,490 

The increase in interest income was primarily due to growth in cash, cash equivalents, and debt securities.
Interest expense is primarily comprised of coupon interest and debt discount amortization related to our notes.
Other income, net primarily 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, net, compared to fiscal year 2025, was primarily driven by unrealized gains in non-marketable and publicly-held equity securities, including gains from our previously announced investment in Intel’s common stock. Refer to Note 7 and 8 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding our non-marketable equity securities.

Income Taxes
Income tax expense was $21.4 billion and $11.1 billion for fiscal years 2026 and 2025, respectively. Income tax as a percentage of income before income tax was an expense of 15.1% and 13.3% for fiscal years 2026 and 2025, respectively.
The effective tax rate increased primarily due to a lower percentage of tax benefits from stock-based compensation, FDDEI, and U.S. federal research tax credit relative to the increase in income before income tax.
Our effective tax rates for fiscal years 2026 and 2025 were lower than the U.S. federal statutory rate of 21.0% primarily due to tax benefits from FDDEI, 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. We have recognized the tax effects of currently effective OBBBA provisions in our results for fiscal year 2026. We will continue to evaluate the impact of these legislative changes as tax authorities provide additional guidance and interpretation.
As of January 25, 2026, based on recent jurisdictional taxable income and expected future earnings, we concluded certain state deferred tax assets are more likely than not realizable and released $711 million of valuation allowance.
Refer to Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Liquidity and Capital Resources

  Jan 25, 2026 Jan 26, 2025

  (In millions)
Cash and cash equivalents $ 10,605  $ 8,589 
Marketable securities 51,951  34,621 
Cash, cash equivalents, and marketable securities $ 62,556  $ 43,210 

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  Year Ended
Jan 25, 2026 Jan 26, 2025

  (In millions)
Net cash provided by operating activities $ 102,718  $ 64,089 
Net cash used in investing activities $ (52,228) $ (20,421)
Net cash used in financing activities $ (48,474) $ (42,359)

Our fixed income security investments include highly rated, diversified investment types and credit exposures with shorter maturities.
Cash provided by operating activities increased in fiscal year 2026 compared to fiscal year 2025, due to higher revenue.
Cash used in investing activities increased in fiscal year 2026 compared to fiscal year 2025, primarily driven by higher purchases of equity investment securities and the execution of a non-exclusive license agreement with Groq.
Cash used in financing activities increased in fiscal year 2026 compared to 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 January 25, 2026, we had $62.6 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 for the foreseeable future, including our future 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 U.S. government 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 7 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K 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 fiscal year 2026 are available for use in the U.S. without incurring additional U.S. federal income taxes. Our first quarter of any fiscal year (including fiscal year 2027) generally does not include any estimated federal and state income tax payments and our second quarter of any fiscal year (including fiscal year 2027) generally includes two estimated federal and state income tax payments.

Capital Return to Shareholders
On August 26, 2025, our Board of Directors approved an additional $60.0 billion in share repurchase authorization, without expiration. In fiscal year 2026, we repurchased 282 million shares of our common stock for $40.4 billion. As of January 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $58.5 billion of our common stock.
From January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $1.5 billion pursuant to a pre-established trading plan. 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.

In fiscal year 2026, we paid cash dividends to our shareholders of $974 million. 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 fiscal years 2026 and 2025.
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Outstanding Indebtedness and Commercial Paper Program
Our aggregate debt maturities as of January 25, 2026, by year payable, are as follows:

  Jan 25, 2026

  (In millions)
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 (32)
Net carrying amount
$ 8,468 
Less short-term portion 999 
Total long-term portion $ 7,469 

In January 2026, we increased the amount of our commercial paper program, pursuant to which we may issue unsecured commercial paper notes from time to time or all at once up to $25.0 billion. As of January 25, 2026, no commercial paper was outstanding. We will continue to evaluate issuing commercial paper as a component of our overall liquidity strategy.
Refer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion.
Material Cash Requirements and Other Obligations
For descriptions of our facility lease guarantees, long-term debt, purchase commitments, and operating lease obligations, refer to Note 10, Note 11, Note 12, and Note 17 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, respectively.

We expect to continue investing in our ecosystem. We are finalizing an investment and partnership agreement with OpenAI. There is no assurance that we will enter into an investment and partnership agreement with OpenAI or that a transaction will be completed. Refer to Item 1A. Risk Factors for additional information regarding our investments.

During fiscal year 2026 and fiscal year 2025, we spent $6.1 billion and $3.4 billion on capital expenditures, respectively. We expect to increase capital expenditures in fiscal year 2027 relative to fiscal year 2026 to support the future growth of our business.

Unrecognized tax benefits of $4.0 billion, which includes related interest and penalties of $374 million, were recorded in non-current income tax payable at the end of fiscal year 2026. 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. We are currently under examination by the Internal Revenue Service for our fiscal years 2023 and 2024. Refer to Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further information.

Adoption of New and Recently Issued Accounting Pronouncements
Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of adoption of new and recently issued accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Investment and Interest Rate Risk

We are exposed to interest rate risk related to our fixed-rate investment portfolio and outstanding debt. The investment portfolio is managed consistent with our overall liquidity strategy in support of both working capital needs and growth of our businesses.
According to our sensitivity analysis on our investment portfolio, a decrease in the yield curve of 0.5% as of the end of fiscal year 2026 and 2025 would decrease the fair value for these investments by approximately $0.2 billion.
As of the end of fiscal year 2026, we had $8.5 billion of senior Notes outstanding. We carry the Notes at face value less unamortized discount on our Consolidated Balance Sheets. As the Notes bear interest at a fixed rate, we have no financial statement risk associated with changes in interest rates. Refer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.
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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 by $1.8 billion and an insignificant amount as of January 25, 2026 and January 26, 2025, respectively.

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 7 and 8 of the Notes to Condensed Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Foreign Exchange Rate Risk
We consider our direct exposure to foreign exchange rate fluctuations to be minimal as substantially all of our sales are in United States dollars and foreign currency forward contracts are used to offset movements of foreign currency exchange rates. Gains or losses from foreign currency remeasurement are included in other income or expenses. The impact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years 2026 and 2025.
Sales and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, and, therefore, are not subject to exchange rate fluctuations. Increases in the value of the United States’ dollar relative to other currencies would make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the United States’ dollar relative to other currencies could result in our suppliers raising their manufacturing costs.
If the U.S. dollar strengthened by 10% as of January 25, 2026 and January 26, 2025, the amount recorded in Accumulated other comprehensive income (loss) related to our foreign exchange contracts before tax effect would have been an adverse impact of $180 million and $136 million, respectively. Change in value of our foreign exchange contracts recorded in Accumulated other comprehensive income (loss) would be expected to offset a corresponding change in hedged forecasted foreign currency expenses when recognized.
If an adverse 10% foreign exchange rate change was applied to our balance sheet hedging contracts, it would have resulted in an adverse impact on income before taxes of $124 million and $129 million as of January 25, 2026 and January 26, 2025, respectively. These changes in fair values would be offset in Total other income, net, by corresponding change in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge contracts fully cover the foreign currency denominated monetary assets and liabilities balances.
Refer to Note 10 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Item 8. Financial Statements and Supplementary Data
The information required by this Item is set forth in our Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K. 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None. 

Item 9A. Controls and Procedures
Controls and Procedures
Disclosure Controls and Procedures
Based on their evaluation as of January 25, 2026, 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.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our
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management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 25, 2026 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework , our management concluded that our internal control over financial reporting was effective as of January 25, 2026.
The effectiveness of our internal control over financial reporting as of January 25, 2026 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended January 25, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 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.

Item 9B. 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
John O. Dabiri
Director
Adoption 12/10/2025 3,984 *
12/7/2026
Colette M. Kress
Executive Vice President and Chief Financial Officer
Adoption
12/18/2025 500,000 3/23/2027

*Estimated assuming our closing stock price as of January 23, 2026. The number of shares is based on an estimate because the plan specifies a formulaic dollar amount of shares to be sold.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.

Part III
Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or the 2026 Proxy Statement, no later than 120 days after the end of fiscal year 2026, and certain information included therein is incorporated herein by reference.

Item 10. Directors, Executive Officers and Corporate Governance
Identification of Directors
Information regarding directors required by this item will be contained in our 2026 Proxy Statement under the caption “Proposal 1 — Election of Directors,” and is hereby incorporated by reference.
Identification of Executive Officers
Reference is made to the information regarding executive officers appearing under the heading “Information About Our Executive Officers” in Part I of this Annual Report on Form 10-K, which information is hereby incorporated by reference.
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Identification of Audit Committee and Financial Experts
Information regarding our Audit Committee required by this item will be contained in our 2026 Proxy Statement under the captions “Report of the Audit Committee of the Board of Directors” and “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.
Material Changes to Procedures for Recommending Directors
Information regarding procedures for recommending directors required by this item will be contained in our 2026 Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.
Delinquent Section 16(a) Reports
Information regarding compliance with Section 16(a) of the Exchange Act required by this item will be contained in our 2026 Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and such disclosure, if any, is hereby incorporated by reference.
Code of Conduct
Information regarding our Code of Conduct required by this item will be contained in our 2026 Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance — Code of Conduct,” and is hereby incorporated by reference. The full text of our Code of Conduct and Financial Team Code of Conduct are published on the Investor Relations portion of our website, under Governance, at www.nvidia.com. If we make any amendments to either code, or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a report on Form 8-K. The contents of our website are not a part of this Annual Report on Form 10-K.
Insider Trading Policy
The information required by Item 408(b) of Regulation S-K is incorporated by reference from the information contained in our 2026 Proxy Statement under the heading “Information About the Board of Directors and Corporate Governance.”

Item 11. Executive Compensation
Information regarding our executive compensation required by this item will be contained in our 2026 Proxy Statement under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Director Compensation,” and “Compensation Committee Report,” and is hereby incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Ownership of NVIDIA Securities
Information regarding ownership of NVIDIA securities required by this item will be contained in our 2026 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management,” and is hereby incorporated by reference.
Equity Compensation Plan Information
Information regarding our equity compensation plans required by this item will be contained in our 2026 Proxy Statement under the caption "Equity Compensation Plan Information," and is hereby incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding related transactions and director independence required by this item will be contained in our 2026 Proxy Statement under the captions “Review of Transactions with Related Persons” and “Information About the Board of Directors and Corporate Governance — Independence of the Members of the Board of Directors,” and is hereby incorporated by reference.

Item 14. Principal Accountant Fees and Services
Information regarding accounting fees and services required by this item will be contained in our 2026 Proxy Statement under the caption “Fees Billed by the Independent Registered Public Accounting Firm,” and is hereby incorporated by reference. 
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Part IV

Item 15. Exhibits and Financial Statement Schedules

    Page
(a) 1. Financial Statements  

  Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 )
49

  Consolidated Statements of Income for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4
51

Consolidated Statements of Comprehensive Income for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4
52

  Consolidated Balance Sheets as of January 2 5 , 202 6 and January 2 6 , 202 5
53

  Consolidated Statements of Shareholders’ Equity for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4
54

  Consolidated Statements of Cash Flows for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4
55

  Notes to the Consolidated Financial Statements
56

2. Financial Statement Schedule  

  Schedule II Valuation and Qualifying Accounts for the years ended January 2 5 , 202 6 , January 2 6 , 202 5 , and January 2 8 , 202 4
81

3. Exhibits  

  The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this Annual Report on Form 10-K.
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of NVIDIA Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the “Company”) as of January 25, 2026 and January 26, 2025, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended January 25, 2026, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 25, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 25, 2026 and January 26, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 25, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 25, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Inventories - Provisions for Excess or Obsolete Inventories and Excess Product Purchase Commitments
As described in Notes 1, 9, and 12 to the consolidated financial statements, the Company charges cost of sales for inventory provisions to write-down inventory for excess or obsolete inventory and for excess product purchase commitments. Most of the Company’s inventory provisions relate to excess quantities of products, based on the Company’s inventory levels and future product purchase commitments compared to assumptions about future demand including the impact of market conditions such as regulatory export restrictions on their products. As of January 25, 2026, the Company’s consolidated inventories balance was $21.4 billion and the Company’s consolidated outstanding inventory purchase and long-term supply and capacity obligations balance was $95.2 billion, of which a significant portion relates to inventory purchase obligations.
The principal considerations for our determination that performing procedures relating to the valuation of inventories, specifically the provisions for excess or obsolete inventories and excess product purchase commitments, is a critical audit matter are the significant judgment by management when developing provisions for excess or obsolete inventories and excess product purchase commitments, including developing assumptions related to future demand and market conditions. This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assumptions related to future demand and market conditions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s provisions for excess or obsolete inventories and excess product purchase commitments, including controls over management’s assumptions related to future demand and market conditions. These procedures also included, among others, testing management’s process for developing the provisions for excess or obsolete inventories and excess product purchase commitments; evaluating the appropriateness of management’s approach; testing the completeness and accuracy of underlying data used in the approach; and evaluating the reasonableness of management’s assumptions related to future demand and market conditions. Evaluating management’s assumptions related to future demand and market conditions involved evaluating whether the assumptions used by management were reasonable considering (i) current and past results, including historical product life cycle, (ii) the consistency with external market and industry data, and (iii) changes in technology.

/s/ PricewaterhouseCoopers LLP

San Jose, California
February 25, 2026

We have served as the Company’s auditor since 2004.
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NVIDIA Corporation and Subsidiaries
Consolidated Statements of Income
(In millions, except per share data)

Year Ended
Jan 25, 2026 Jan 26, 2025 Jan 28, 2024
Revenue $ 215,938   $ 130,497   $ 60,922  
Cost of revenue 62,475   32,639   16,621  
Gross profit 153,463   97,858   44,301  
Operating expenses
Research and development 18,497   12,914   8,675  
Sales, general and administrative 4,579   3,491   2,654  
Total operating expenses 23,076   16,405   11,329  
Operating income 130,387   81,453   32,972  
Interest income 2,300   1,786   866  
Interest expense ( 259 ) ( 247 ) ( 257 )
Other income, net
9,022   1,034   237  
Total other income, net
11,063   2,573   846  
Income before income tax 141,450   84,026   33,818  
Income tax expense 21,383   11,146   4,058  
Net income $ 120,067   $ 72,880   $ 29,760  

Net income per share:
Basic $ 4.93   $ 2.97   $ 1.21  
Diluted $ 4.90   $ 2.94   $ 1.19  

Weighted average shares used in per share computation:
Basic 24,359   24,555   24,690  
Diluted 24,514   24,804   24,940  

See accompanying Notes to the Consolidated Financial Statements.
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NVIDIA Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(In millions)

Year Ended
Jan 25, 2026 Jan 26, 2025 Jan 28, 2024
Net income $ 120,067   $ 72,880   $ 29,760  
Other comprehensive income, net of tax
Available-for-sale securities:

Net change in unrealized gain 107   1   80  
Cash flow hedges:

Net change in unrealized gain (loss) 43   —   ( 10 )
Other comprehensive income, net of tax 150   1   70  
Total comprehensive income $ 120,217   $ 72,881   $ 29,830  

See accompanying Notes to the Consolidated Financial Statements.
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NVIDIA Corporation and Subsidiaries
Consolidated Balance Sheets
(In millions, except par value)

  Jan 25, 2026 Jan 26, 2025
Assets    
Current assets:    
Cash and cash equivalents $ 10,605   $ 8,589  
Marketable securities 51,951   34,621  
Accounts receivable, net 38,466   23,065  
Inventories 21,403   10,080  
Prepaid expenses and other current assets 3,180   3,771  
Total current assets 125,605   80,126  
Property and equipment, net 10,383   6,283  
Operating lease assets 2,867   1,793  
Goodwill 20,832   5,188  
Intangible assets, net 3,306   807  
Deferred income tax assets 13,258   10,979  
Non-marketable equity securities
22,251   3,387  
Other assets 8,301   3,038  
Total assets $ 206,803   $ 111,601  

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 9,812   $ 6,310  
Accrued and other current liabilities 21,352   11,737  
Short-term debt 999   —  
Total current liabilities 32,163   18,047  
Long-term debt 7,469   8,463  
Long-term operating lease liabilities 2,572   1,519  
Other long-term liabilities 7,306   4,245  
Total liabilities 49,510   32,274  
Commitments and contingencies - see Note 12
—   —  
Shareholders’ equity:
Preferred stock, $ 0.001 par value; 2 shares authorized; none issued
—   —  
Common stock, $ 0.001 par value; 80,000 shares authorized; 24,304 shares issued and outstanding as of January 25, 2026; 24,477 shares issued and outstanding as of January 26, 2025
24   24  
Additional paid-in capital 10,118   11,237  
Accumulated other comprehensive income 178   28  
Retained earnings 146,973   68,038  
Total shareholders' equity 157,293   79,327  
Total liabilities and shareholders' equity $ 206,803   $ 111,601  

See accompanying Notes to the Consolidated Financial Statements.

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NVIDIA Corporation and Subsidiaries
Consolidated Statements of Shareholders' Equity

Common Stock
Outstanding Additional Paid-in Accumulated Other Comprehensive Retained Total Shareholders'
Shares Amount Capital  Income (Loss)  Earnings  Equity
(In millions, except per share data)
Balances as of Jan 29, 2023
24,661   $ 25   $ 11,948   $ ( 43 ) $ 10,171   $ 22,101  
Net income —  —  —  —  29,760   29,760  
Other comprehensive income —  —  —  70   —  70  
Issuance of common stock
265   —  403   —  —  403  
Tax withholding related to common stock
( 72 ) —  ( 2,783 ) —  —  ( 2,783 )
Shares repurchased ( 211 ) —  ( 27 ) —  ( 9,719 ) ( 9,746 )
Cash dividends declared and paid ($ 0.016 per common share)
—  —  —  —  ( 395 ) ( 395 )
Stock-based compensation —  —  3,568   —  —  3,568  
Balances as of Jan 28, 2024
24,643   25   13,109   27   29,817   42,978  
Net income —  —  —  —  72,880   72,880  
Other comprehensive income —  —  —  1   —  1  
Issuance of common stock
203   —  490   —  —  490  
Tax withholding related to common stock
( 59 ) —  ( 6,930 ) —  —  ( 6,930 )
Shares repurchased ( 310 ) ( 1 ) ( 189 ) —  ( 33,825 ) ( 34,015 )
Cash dividends declared and paid ($ 0.034 per common share)
—  —  —  —  ( 834 ) ( 834 )
Stock-based compensation —  —  4,757   —  —  4,757  
Balances as of Jan 26, 2025
24,477   24   11,237   28   68,038   79,327  
Net income —  —  —  —  120,067   120,067  
Other comprehensive income —  —  —  150   —  150  
Issuance of common stock
160   —  644   —  —  644  
Tax withholding related to common stock
( 51 ) —  ( 7,948 ) —  —  ( 7,948 )
Shares repurchased ( 282 ) —  ( 230 ) —  ( 40,158 ) ( 40,388 )
Cash dividends declared and paid ($ 0.04 per common share)
—  —  —  —  ( 974 ) ( 974 )
Fair value of partially vested equity awards assumed in connection with
acquisitions
—  —  28   —  —  28  
Stock-based compensation —  —  6,387   —  —  6,387  
Balances as of Jan 25, 2026
24,304   $ 24   $ 10,118   $ 178   $ 146,973   $ 157,293  

See accompanying Notes to the Consolidated Financial Statements.
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NVIDIA Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In millions)

Year Ended
  Jan 25, 2026 Jan 26, 2025 Jan 28, 2024
Cash flows from operating activities:    
Net income $ 120,067   $ 72,880   $ 29,760  
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense 6,386   4,737   3,549  
Depreciation and amortization 2,843   1,864   1,508  
Gains on non-marketable equity securities and publicly-held equity securities, net ( 8,918 ) ( 1,030 ) ( 238 )
Deferred income taxes ( 1,424 ) ( 4,477 ) ( 2,489 )
Other ( 287 ) ( 502 ) ( 278 )
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable ( 15,399 ) ( 13,063 ) ( 6,172 )
Inventories ( 11,324 ) ( 4,781 ) ( 98 )
Prepaid expenses and other assets 577   ( 395 ) ( 1,522 )
Accounts payable 3,096   3,357   1,531  
Accrued and other current liabilities 5,257   4,278   2,025  
Other long-term liabilities 1,844   1,221   514  
Net cash provided by operating activities 102,718   64,089   28,090  
Cash flows from investing activities:
Proceeds from sales of marketable securities 15,157   495   50  
Proceeds from maturities of marketable securities 11,226   11,195   9,732  
Proceeds from sales of non-marketable equity securities 84   171   1  
Purchases of marketable securities ( 40,616 ) ( 26,575 ) ( 18,211 )
Purchases of non-marketable equity securities ( 17,502 ) ( 1,486 ) ( 862 )
Groq, Inc.
( 13,000 ) —   —  
Purchases related to property and equipment and intangible assets ( 6,042 ) ( 3,236 ) ( 1,069 )
Acquisitions, net of cash acquired
( 1,535 ) ( 1,007 ) ( 83 )
Other —   22   ( 124 )
Net cash used in investing activities ( 52,228 ) ( 20,421 ) ( 10,566 )
Cash flows from financing activities:
Proceeds related to employee stock plans 644   490   403  
Payments related to repurchases of common stock
( 40,086 ) ( 33,706 ) ( 9,533 )
Payments related to employee stock plan taxes
( 7,948 ) ( 6,930 ) ( 2,783 )
Dividends paid ( 974 ) ( 834 ) ( 395 )
Principal payments on property and equipment and intangible assets ( 101 ) ( 129 ) ( 74 )
Repayment of debt —   ( 1,250 ) ( 1,250 )
Other ( 9 ) —   ( 1 )
Net cash used in financing activities ( 48,474 ) ( 42,359 ) ( 13,633 )
Change in cash and cash equivalents 2,016   1,309   3,891  
Cash and cash equivalents at beginning of period 8,589   7,280   3,389  
Cash and cash equivalents at end of period $ 10,605   $ 8,589   $ 7,280  
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net $ 20,288   $ 15,118   $ 6,549  

See accompanying Notes to the Consolidated Financial Statements.
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NVIDIA Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies
Our Company
Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.
All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.
Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation. Non-marketable equity securities, previously presented within other assets, were reclassified to be presented separately on our consolidated balance sheets and had no impact to total assets or consolidated statement of cash flows.
Fiscal Year
We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2026, 2025 and 2024 were all 52-week years. Fiscal year 2027 will be a 53-week year with the fourth quarter consisting of 14 weeks.
Principles of Consolidation
Our 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, revenue recognition, and stock-based compensation. These estimates are based on historical facts and various other assumptions that we believe are reasonable.

Revenue Recognition
We derive our revenue primarily from product sales including hardware and systems. We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and (5) recognition of revenue when, or as, we satisfy a performance obligation. Payment from customers, per our standard payment terms, is generally due shortly after delivery of our products.
Product Sales Revenue
Revenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration we expect to receive in exchange for those products. Certain products are sold with support or an extended warranty. Support and extended warranty revenue are recognized ratably over the service period, or as services are performed. Revenue is recognized net of allowances for returns, customer programs and any taxes collected from customers.
For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for estimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional sales return allowances are required to accurately reflect our estimated exposure for product returns.
Our customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in various target markets, and MDFs which represent monies paid to our partners that are earmarked for market segment development and are designed to support our partners’ activities while also promoting NVIDIA products. We account for customer programs as a reduction to revenue and accrue for such programs for potential rebates and MDFs based on the amount we expect to be claimed by customers.
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NVIDIA Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(Continued)

Contracts with Multiple Performance Obligations
Our contracts may contain more than one deliverable, each of which is separately accounted for as a distinct performance obligation. We account for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract.
We allocate the total transaction price to each distinct performance obligation in an arrangement with multiple performance obligations on a relative standalone selling price basis. The standalone selling price reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. When determining standalone selling price, we maximize the use of observable inputs.

Product Warranties
We offer a limited warranty to end-users ranging from one to three years for products to repair or replace products for manufacturing defects or hardware component failures. Cost of revenue includes the estimated cost of product warranties that are calculated at the point of revenue recognition. Under limited circumstances, we may offer an extended limited warranty to customers for certain products. We also accrue for known warranty and indemnification issues if a loss is probable and can be reasonably estimated.

Stock-based Compensation
We use the closing trading price of our common stock on the date of grant, minus a dividend yield discount, as the fair value of awards of restricted stock units, or RSUs, and performance stock units, or PSUs, that are based on our corporate financial performance targets. We use a Monte Carlo simulation on the date of grant to estimate the fair value of PSUs that are based on our stock performance compared to market performance, or market-based PSUs. The compensation expense for RSUs and market-based PSUs is recognized using a straight-line attribution method over the requisite employee service period while compensation expense for PSUs is recognized using an accelerated amortization model based on performance targets probable of achievement. We estimate the fair value of shares to be issued under our employee stock purchase plan, or ESPP, using the Black-Scholes model at the commencement of an offering period in March and September of each year. Stock-based compensation for our ESPP is expensed using an accelerated amortization model. Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical forfeitures.

Litigation, Investigation and Settlement Costs
We currently are, and will likely continue to be subject to claims, litigation, and other actions, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, commercial disputes, goods and services offered by us and by third parties, and other matters. There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments. If information becomes available that causes us to determine that a loss in any of our pending litigation, investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will record the loss. However, the actual liability in any such litigation or investigation may be materially different from our estimates, which could require us to record additional costs. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss.

Foreign Currency Remeasurement
We use the U.S. dollar as our functional currency for our subsidiaries. Foreign currency monetary assets and liabilities are remeasured into United States dollars at end-of-period exchange rates. Non-monetary assets and liabilities such as property and equipment and equity are remeasured at historical exchange rates. Revenue and expenses are remeasured at exchange rates in effect during each period, except for those expenses related to non-monetary balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in earnings in our Consolidated Statements of Income and to date have not been significant.

Income Taxes
We recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. We recognize federal, state and foreign deferred tax assets or liabilities, as appropriate, for our estimate of future tax effects attributable to temporary differences and carryforwards; and we record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.
Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change
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NVIDIA Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(Continued)

based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.
As of January 25, 2026, we had a valuation allowance of $ 768  million related to capital loss carryforwards, and certain other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.
We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Net Income Per Share
Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards outstanding is not included in the computation of diluted net income per share.

Cash and Cash Equivalents and Marketable Securities
We consider all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Marketable securities consist of highly liquid debt investments with maturities of greater than three months when purchased and publicly-held equity securities. We classify these investments as current or long term based on the nature of the investments and their availability for use in current operations.
We record our debt investments as cash equivalents and marketable debt securities and classify them at the date of acquisition as available-for-sale. These available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income or loss, a component of shareholders’ equity, net of tax. The fair value of interest-bearing debt securities includes accrued interest. Realized gains and losses on the sale of marketable securities are determined using the specific-identification method and recorded in the Other income (expense), net, section of our Consolidated Statements of Income.
Available-for-sale debt securities are subject to impairment review. If the estimated fair value of available-for-sale debt securities is less than its amortized cost basis, we determine if the difference, if any, is caused by expected credit losses and write-down the amortized cost basis of the securities if it is more likely than not we will be required or we intend to sell the securities before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized in the Other income, net, net section of our Consolidated Statements of Income.
Publicly-held equity securities and money market funds have readily determinable fair values with changes in fair value recorded in Other income, net.

Fair Value of Financial Instruments
The carrying value of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their relatively short maturities as of January 25, 2026 and January 26, 2025. Marketable debt and equity securities are reported at fair value. Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as accounting hedges, the effective portion of the gains or losses on the derivatives is initially reported as a component of other comprehensive income or loss and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. For derivative instruments not designated as accounting hedges, changes in fair value are recognized in earnings.
Financial instruments measured and disclosed at fair value are classified and disclosed based on the observability of inputs used in the determination of fair value as follows:
• Level 1: Observable inputs such as quoted prices in active markets.
• Level 2: Observable inputs other than Level 1 prices, such as quoted prices in less active markets or model-derived valuations that are observable either directly or indirectly.
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NVIDIA Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(Continued)

• Level 3: Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities.

Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, marketable securities, lease guarantees, and accounts receivable. Our investment policy requires the purchase of highly-rated fixed income securities, the diversification of investment type and credit exposures, and includes certain limits on our portfolio maturities. We perform ongoing credit evaluations of our customers’ financial condition and maintain an allowance for potential credit losses. This allowance consists of an amount identified for specific customers and an amount based on overall estimated exposure. Our overall estimated exposure excludes amounts covered by credit insurance and letters of credit.

Inventories
Inventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-out basis. Inventory costs consist of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, and shipping costs, as well as the cost of purchased memory products and other component parts. We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand including the impact of regulatory export restrictions on our products. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. We record a liability for noncancelable purchase commitments with suppliers for quantities in excess of our future demand forecasts consistent with our valuation of obsolete or excess inventory.

Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method based on the estimated useful lives of the assets of two to seven years . Once an asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded. The estimated useful lives of our buildings are up to thirty years . Depreciation expense includes the amortization of assets recorded under finance leases. Leasehold improvements and assets recorded under finance leases are amortized over the shorter of the expected lease term or the estimated useful life of the asset.

Leases
We determine if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12 months are included in operating lease assets, accrued and other current liabilities, and long-term operating lease liabilities on our consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. We combine lease and non-lease components for offices and data centers in determining the operating lease assets and liabilities.
Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using our incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease costs are recognized on a straight-line basis over the lease term.

Goodwill
We allocate goodwill to reporting units based on the expected benefit from the business combination. Goodwill is subject to our annual impairment test during the fourth quarter of our fiscal year, or earlier if indicators of potential impairment exist. In completing our impairment test, we perform either a qualitative or a quantitative analysis on a reporting unit basis.

Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting units. Goodwill impairments were not identified for the periods presented.

Intangible Assets and Other Long-Lived Assets
Intangible assets primarily represent acquired intangible assets including developed technology and customer relationships, as well as rights acquired under technology licenses, patents, and acquired IP. We currently amortize our intangible assets with finite lives over periods ranging from one to twenty years using a method that reflects the pattern
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NVIDIA Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(Continued)

in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method.
Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The recoverability of assets or asset groups to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Fair value is determined based on the estimated discounted future cash flows expected to be generated by the asset or asset group. Assets and liabilities to be disposed of would be separately presented in the Consolidated Balance Sheet and the assets would be reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated.

Business Combination
The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. We allocate the fair value of the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the measurement period's conclusion or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Income.
Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.

Non-Marketable Equity Securities
Non-marketable equity securities consist of investments in privately-held companies that do not have a readily determinable fair value. These investments are measured at cost minus impairment, if any, and are adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer, or the measurement alternative. Fair value is based upon observable inputs in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. All gains and losses on these investments, realized and unrealized, are recognized in Other income, net on our Consolidated Statements of Income.
We assess whether an impairment loss has occurred on our investments in non-marketable equity securities, accounted for under the measurement alternative based on quantitative and qualitative factors. If any impairment is identified for non-marketable equity securities, we write down the investment to its fair value and record the corresponding charge through Other income, net on our Consolidated Statements of Income.
The Company assesses its investments for significant influence to determine the appropriate method of accounting, including application of the equity method. Equity method investments were not material.

Recently Issued Accounting Pronouncements
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board, or FASB, issued a new accounting standard requiring disclosures of certain additional expense information on an annual and interim basis, including, among other items, the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each income statement expense caption, as applicable. We will adopt this standard in the fiscal year 2028 annual report. We do not expect the adoption of this standard to have a material impact on our Consolidated Financial Statements other than additional disclosures.
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Note 2 - Groq
In December 2025, we entered into a non‑exclusive license agreement with Groq, Inc., or Groq, for its language processing unit technology and hired certain Groq employees. No customer contracts, existing products, or equity interests were purchased. We recorded $ 14.4 billion of goodwill and a $ 2.5 billion developed technology intangible asset, valued using a cost‑to‑recreate methodology with a five‑year useful life. Goodwill, primarily attributable to the workforce and future development of the licensed technology, was recorded in the Compute & Networking reporting unit. Total consideration consists of $ 13.0 billion paid at closing and $ 4 billion, inclusive of imputed interest, payable within one year included in Accrued and Other Current Liabilities on our Consolidated Balance Sheets. The goodwill is tax deductible. Pro forma results of operations have not been presented because the effect was not material.

Note 3 - Stock-Based Compensation
We recognize stock-based compensation expense from grants of restricted stock units, or RSUs, performance stock units, or PSUs, and market-based PSUs, and issuances under our employee stock purchase plan, or ESPP.
Consolidated Statements of Income include stock-based compensation expense as follows:

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

  (In millions)
Cost of revenue $ 261   $ 178   $ 141  
Research and development 4,676   3,423   2,532  
Sales, general and administrative 1,449   1,136   876  
Total $ 6,386   $ 4,737   $ 3,549  

The following is a summary of equity awards granted under our equity incentive plans:

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

(In millions, except per share data)

RSUs, PSUs and Market-based PSUs

Awards granted 70   89   140  
Estimated total grant-date fair value $ 9,389   $ 7,834   $ 5,316  
Weighted average grant-date fair value per share $ 133.97   $ 87.99   $ 37.41  

ESPP

Shares purchased 13   30   30  
Weighted average price per share $ 49.13   $ 17.74   $ 15.81  
Weighted average grant-date fair value per share $ 20.75   $ 8.61   $ 6.99  

As of January 25, 2026, aggregate unearned stock-based compensation expense was $ 14.8 billion, which is expected to be recognized over a weighted average period of 2.3 years for RSUs, PSUs, and market-based PSUs, and 0.9 years for ESPP.
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The fair value of shares issued under our ESPP has been estimated with the following assumptions:

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

(Using the Black-Scholes model)
ESPP

Weighted average expected life (in years) 0.1 - 2.0
0.1 - 2.0
0.1 - 2.0

Risk-free interest rate 3.5 %- 4.3 %
3.6 %- 5.4 %
3.9 %- 5.5 %

Volatility 26 %- 96 %
31 %- 75 %
31 %- 67 %

Dividend yield   0.03 %
0.03 %
0.06 %

For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSUs, PSUs, and market-based PSUs are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield.
Additionally, for RSUs, PSUs, and market-based PSUs, we estimate expected forfeitures based on our historical forfeitures.
Equity Incentive Program
We grant RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs.
Amended and Restated 2007 Equity Incentive Plan
The NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. We grant RSUs, PSUs and market-based PSUs under the 2007 Plan. As of January 25, 2026, up to 192 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan, and 1.3 billion shares were available for future grants.
Subject to certain exceptions, RSUs vest generally over four years subject to continued service. PSUs vest over four years , subject to continued service and performance conditions. Market-based PSUs vest on approximately the third anniversary of the date of grant subject to market conditions. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.
Amended and Restated 2012 Employee Stock Purchase Plan
Employees who participate in the NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan, may have up to 25 % of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is about 24 months, divided into four purchase periods of six months . The price of common stock purchased under our 2012 Plan will be equal to 85 % of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering. As of January 25, 2026, we had 2.2  billion shares reserved for future issuance under the 2012 Plan.
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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 70   $ 133.97  
Vested ( 146 ) $ 39.14  
Canceled and forfeited ( 9 ) $ 59.29  
Balance as of Jan 25, 2026
189   $ 81.51  
Vested and expected to vest after Jan 25, 2026
188   $ 81.15  

As of January 25, 2026 and January 26, 2025, there were 1.3 billion and 1.4 billion shares, respectively, of common stock available for future grants under our equity incentive plans.
The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 25, 2026, January 26, 2025, and January 28, 2024, was $ 22.2  billion, $ 15.1  billion, and $ 8.2  billion, respectively.

Note 4 - Net Income Per Share
The following is the basic and diluted net income per share computations for the periods presented:

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

  (In millions, except per share data)
Numerator:      
Net income $ 120,067   $ 72,880   $ 29,760  
Denominator:
Basic weighted average shares 24,359   24,555   24,690  
Dilutive impact of outstanding equity awards 155   249   250  
Diluted weighted average shares 24,514   24,804   24,940  
Net income per share:
Basic (1) $ 4.93   $ 2.97   $ 1.21  
Diluted (2) $ 4.90   $ 2.94   $ 1.19  
Anti-dilutive equity awards excluded from diluted net income per share
41   51   150  

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

Note 5 - Goodwill
As of January 25, 2026, the total carrying amount of goodwill was $ 20.8 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ 20.5 billion and $ 370 million, respectively. As of January 26, 2025, the total carrying amount of goodwill was $ 5.2 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ 4.8 billion and $ 370 million, respectively. Goodwill increased by $ 15.6 billion in fiscal year 2026 and was allocated to our Compute & Networking reporting unit. During the fourth quarters of fiscal years 2026, 2025, and 2024, we completed our annual qualitative impairment tests and concluded that goodwill was no t impaired.
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Note 6 - Amortizable Intangible Assets
The components of our amortizable intangible assets are as follows:

  Jan 25, 2026 Jan 26, 2025
  Gross
Carrying
Amount Accumulated
Amortization Net 
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net 
Carrying
Amount

  (In millions)
Acquisition-related intangible assets $ 5,656   $ ( 2,580 ) $ 3,076   $ 2,900   $ ( 2,264 ) $ 636  
Patents and licensed technology 528   ( 298 ) 230   449   ( 278 ) 171  
Total intangible assets $ 6,184   $ ( 2,878 ) $ 3,306   $ 3,349   $ ( 2,542 ) $ 807  

Amortization expense associated with intangible assets for fiscal years 2026, 2025, and 2024 was $ 488 million, $ 593 million, and $ 614 million, respectively.
The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of January 25, 2026:

Future Amortization Expense
  (In millions)
Fiscal Year:  
2027 $ 923  
2028 729  
2029 592  
2030 511  
2031 468  
2032 and thereafter 83  
Total $ 3,306  

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Note 7 - Cash Equivalents and Marketable Securities
The fair values of our financial assets are determined using quoted market prices of identical assets or market prices of similar assets from active markets. We review fair value classification on a quarterly basis. The following is a summary of cash equivalents and marketable securities:

  Jan 25, 2026
Pricing Category Cost or Amortized
Cost
Unrealized
Gain Unrealized
Loss Estimated
Fair Value Reported as
Cash Equivalents Marketable Securities Other Assets

  (In millions)
Debt securities issued by the U.S. Treasury Level 2 $ 21,635   $ 77   $ ( 3 ) $ 21,709   $ —   $ 21,709   $ —  
Corporate debt securities Level 2 15,410   92   ( 3 ) 15,499   345   15,154   —  
Debt securities issued by U.S. government agencies Level 2 2,157   4   —   2,161   —   2,161   —  
Certificates of deposit Level 2 110   —   —   110   110   —   —  
Foreign government bonds Level 2 40   1   —   41   —   41   —  

Money market funds Level 1 7,830   —   —   7,830   7,830   —   —  
Publicly-held equity securities (1) (2)
Level 1 17,726   —  12,886   4,840  
Total $ 47,182   $ 174   $ ( 6 ) $ 65,076   $ 8,285   $ 51,951   $ 4,840  

(1)    In the first quarter of fiscal year 2026, one investment was reclassified from non-marketable equity securities to marketable securities following public market trading. The balance as of January 25, 2026 includes $ 10.5 billion of investments which are subject to short-term lock-up restrictions on the ability to sell.
(2)    The long-term portion of marketable equity securities, which are subject to lock-up restrictions through December 2027 of $ 4.8 billion as of January 25, 2026, is included in other assets.
Publicly-held equity securities are subject to market price volatility. Net unrealized gains on investments in publicly-held equity securities held at period end were $ 6.6 billion for fiscal year 2026. Net unrealized gains on investments in publicly-held equity securities held at period end were not significant for fiscal years 2025 and 2024.
Net realized gains on investments in publicly-held equity securities sold were not significant for fiscal years 2026, 2025, and 2024, reflecting the difference between the sale proceeds and the carrying value of the equity securities at the beginning of the period or the purchase date, if later.
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Jan 26, 2025
Pricing Category Cost or 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  
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   —  

Money market funds Level 1 3,760   —   —   3,760   3,760   —  
Publicly-held equity securities
Level 1 381   —  381  
Total $ 42,062   $ 100   $ ( 56 ) $ 42,487   $ 7,866   $ 34,621  

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

Jan 25, 2026 Jan 26, 2025
  Less than 12 Months Less than 12 Months
  Estimated Fair Value Gross Unrealized Loss Estimated Fair Value Gross Unrealized Loss

  (In millions)
Debt securities issued by the U.S. Treasury $ 10,666   $ ( 3 ) $ 6,315   $ ( 22 )
Corporate debt securities 1,332   ( 3 ) 5,291   ( 29 )
Debt securities issued by U.S. government agencies 1,134   —   816   ( 5 )
Total $ 13,132   $ ( 6 ) $ 12,422   $ ( 56 )

Gross unrealized losses related to debt securities in a continuous loss position of twelve months or greater as of January 25, 2026 and January 26, 2025 were not significant. Gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates.
The estimated fair value of debt securities included in cash equivalents and marketable securities are shown below by contractual maturity.

  Jan 25, 2026

  (In millions)
Less than one year $ 20,427  
Due in 1 - 5 years 19,093  
Total $ 39,520  

Note 8 - Non-marketable Equity Securities

Our non-marketable equity securities are valued under the measurement alternative applying valuation methods based on observable transactions for similar investments of the same issuer and unobservable inputs such as volatility, expected
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time to liquidity, risk free rate and security-specific rights and obligations. Gains and losses on these investments, realized and unrealized, are recognized in Other income, net on our Consolidated Statements of Income.
Adjustments to the carrying value of our non-marketable equity securities during fiscal years 2026 and 2025 were as follows:

Year Ended
Jan 25, 2026 Jan 26, 2025

(In millions)
Balance at beginning of period $ 3,387   $ 1,321  
Adjustments related to non-marketable equity securities:
Net additions 17,444   1,309  
Unrealized gains 2,369   816  
Reclassification (1)
( 848 ) —  
Impairments and unrealized losses ( 101 ) ( 59 )
Balance at end of period $ 22,251   $ 3,387  

(1) Represents reclassifications from non-marketable equity securities to marketable securities following public market trading.
Non-marketable equity securities had cumulative gross unrealized gains of $ 2.7 billion and $ 1.1 billion, and cumulative gross unrealized losses and impairments of $ 176 million and $ 105 million on securities held as of January 25, 2026 and January 26, 2025, respectively.

Note 9 - Balance Sheet Components

We refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, CSPs, AI model makers, and system integrators. Certain direct customers may use either internal resources or third-party system integrators to complete their build. Three direct customers accounted for 25 %, 18 %, and 13 % of our accounts receivable balance as of January 25, 2026. Two direct customers accounted for 17 % and 16 % of our accounts receivable balance as of January 26, 2025.

Certain balance sheet components are as follows:

  Jan 25, 2026 Jan 26, 2025
Inventories:
(In millions)
Raw materials $ 3,807   $ 3,408  
Work in process 8,822   3,399  
Finished goods 8,774   3,273  
Total inventories (1) $ 21,403   $ 10,080  

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

  Jan 25, 2026 Jan 26, 2025 Estimated
Useful Life

Property and Equipment:
(In millions) (In years)
Land $ 777   $ 511   (A)
Buildings, leasehold improvements, and furniture 2,891   2,076   (B)
Equipment, compute hardware, and software
12,619   7,568   2 - 7

Construction in process 683   529   (C)
Total property and equipment, gross 16,970   10,684    
Accumulated depreciation and amortization ( 6,587 ) ( 4,401 )  
Total property and equipment, net $ 10,383   $ 6,283    

(A) Land is a non-depreciable asset.
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(B) The estimated useful lives of our buildings are up to thirty years . Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the expected remaining lease term.
(C) Construction in process represents assets that are not available for their intended use.
Depreciation expense for fiscal years 2026, 2025, and 2024 was $ 2.4 billion, $ 1.3 billion, and $ 894 million, respectively.
Accumulated amortization of leasehold improvements and finance leases was $ 519 million and $ 410 million as of January 25, 2026 and January 26, 2025, respectively.

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

  Jan 25, 2026 Jan 26, 2025

Accrued and Other Current Liabilities:
(In millions)
Customer program accruals $ 5,318   $ 4,880  
Accrued purchase consideration
3,921   9  
Product warranty
2,807   1,290  
Excess inventory purchase obligations (1) 2,739   2,095  
Taxes payable 2,669   881  
Deferred revenue (2) 1,379   837  
Accrued payroll and related expenses 1,146   848  
Other 1,373   897  
Total accrued and other current liabilities $ 21,352   $ 11,737  

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

(2) Includes customer advances and unearned revenue related to hardware and software support, cloud services, and license and development arrangements. The balance as of January 25, 2026 and January 26, 2025 included $ 160 million and $ 81 million of customer advances, respectively.

  Jan 25, 2026 Jan 26, 2025

Other Long-Term Liabilities:
(In millions)
Income tax payable (1) $ 3,958   $ 2,188  
Deferred income tax 1,774   886  
Deferred revenue (2) 1,193   976  
Other 381   195  
Total other long-term liabilities $ 7,306   $ 4,245  

(1) Primarily comprised of unrecognized tax benefits and related interest and penalties.
(2) Includes unearned revenue related to hardware and software support and cloud services.

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

  Jan 25, 2026 Jan 26, 2025

(In millions)
Balance at beginning of period $ 1,813   $ 1,337  
Deferred revenue additions (1) 11,137   5,083  
Revenue recognized (2) ( 10,378 ) ( 4,607 )
Balance at end of period $ 2,572   $ 1,813  

(1)    Includes $ 9.0 billion and $ 3.6 billion of customer advances for fiscal years 2026 and 2025, respectively.
(2)    Includes $ 8.9 billion and $ 3.7 billion related to customer advances for fiscal years 2026 and 2025, respectively.
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We recognized revenue of $ 974 million and $ 729 million in fiscal years 2026 and 2025, respectively, that were included in the prior year end deferred revenue balance.
As of January 25, 2026, revenue related to remaining performance obligations from contracts greater than one year in length was $ 2.3 billion, which includes $ 1.9 billion from deferred revenue and $ 390 million which has not yet been billed nor recognized as revenue. Approximately 42 % of revenue from contracts greater than one year in length will be recognized over the next twelve months .

Note 10 - Derivative Financial Instruments

Foreign Currency Derivatives
We utilize foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. 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. In 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:

Jan 25, 2026 Jan 26, 2025

  (In millions)
Designated as accounting hedges $ 1,765   $ 1,424  
Not designated as accounting hedges $ 2,332   $ 1,297  

The unrealized gains and losses or fair value of our foreign currency contracts were not significant as of January 25, 2026 and January 26, 2025.
As of January 25, 2026, all foreign currency contracts mature within  18 months. The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months were not significant.

Facility Lease Guarantees
In fiscal year 2026, we entered into agreements to guarantee partners’ facility lease obligations in the event of their default in exchange for warrants. The maximum gross exposure under all agreements is $ 3.5  billion, which is reduced as the partners make payments to the lessors over terms ranging from 5 to 7 years. The partners have placed $ 712  million in escrow to mitigate our potential exposure. The guarantees, classified as credit derivatives with changes in fair value recognized in Other income and expense, were not material.
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Note 11 - Debt

  Expected
Remaining Term (years) Effective
Interest Rate Jan 25, 2026 Jan 26, 2025

      (In millions)

3.20 % Notes Due 2026
0.6 3.31 % 1,000   1,000  
1.55 % Notes Due 2028
2.4 1.64 % 1,250   1,250  
2.85 % Notes Due 2030
4.2 2.93 % 1,500   1,500  
2.00 % Notes Due 2031
5.4 2.09 % 1,250   1,250  
3.50 % Notes Due 2040
14.2 3.54 % 1,000   1,000  
3.50 % Notes Due 2050
24.2 3.54 % 2,000   2,000  
3.70 % Notes Due 2060
34.2 3.73 % 500   500  
Unamortized debt discount and issuance costs     ( 32 ) ( 37 )
Net carrying amount     8,468   8,463  
Less short-term portion ( 999 ) —  
Total long-term portion $ 7,469   $ 8,463  

As of January 25, 2026 and January 26, 2025, the estimated fair value of debt was $ 7.5  billion and $ 7.2  billion, respectively. The estimated fair values are based on Level 2 inputs.
Our notes are unsecured senior obligations. 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 January 25, 2026, we complied with the required covenants, which are non-financial in nature, under the outstanding notes.
In January 2026, we increased the size of our commercial paper program from $ 575 million to $ 25.0 billion. As of January 25, 2026, no commercial paper was outstanding.

Note 12 - Commitments and Contingencies

Commitments
Manufacturing, supply, and capacity commitments reflect datacenter-scale production and longer future ordering horizons across current and future product architectures. We enter into agreements with our supply vendors that allow them to procure inventory based upon our defined criteria, and in certain instances, these agreements are cancellable, able to be rescheduled, or adjustable for our business needs prior to placing firm orders. Changes to these agreements may result in additional costs. As of January 25, 2026, these commitments were $ 95.2  billion, of which substantially all will be paid through fiscal year 2027.

Multi-year cloud service agreement commitments as of January 25, 2026, were $ 27 billion, for which $ 7 billion, $ 6 billion, $ 5 billion, $ 5 billion, $ 2 billion, and $ 2 billion will be paid in fiscal years 2027, 2028, 2029, 2030, 2031, and 2032 and thereafter, respectively. Some cloud service capacity may be reduced, terminated or sold to others by the CSPs, in which case our commitments will be reduced. We expect cloud service agreements to be used to support our research and development efforts.

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

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

Accrual for Product Warranty Liabilities
The estimated amount of product warranty liabilities was $ 2.8 billion and $ 1.3 billion as of January 25, 2026 and January 26, 2025, respectively. The estimated product returns and product warranty activity consisted of the following:

Year Ended
Jan 25, 2026 Jan 26, 2025 Jan 28, 2024
(In millions)
Balance at beginning of period $ 1,290   $ 306   $ 82  
Additions 2,474   1,203   278  
Utilization ( 957 ) ( 219 ) ( 54 )
Balance at end of period $ 2,807   $ 1,290   $ 306  

In fiscal years 2026, 2025, and 2024 the additions in product warranty liabilities primarily related to our Compute & Networking segment.
We have provided indemnities for matters such as tax, product, and employee liabilities. 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 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.
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
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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 January 25, 2026, 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 matters will not have a material adverse effect on our operating results, liquidity or financial position. These matters are subject to inherent uncertainties and if the ultimate outcome is unfavorable, there exists the possibility of a material adverse impact on our operating results, liquidity or financial position in the period the outcome becomes estimable and probable.

Note 13 - Income Taxes
The FASB issued a new accounting standard which includes new and updated income tax disclosures, including disaggregation of information in the rate reconciliation and income taxes paid, which we adopted on a prospective basis for the year ending January 25, 2026.
The Income tax expense applicable to income before income taxes consists of the following:

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

  (In millions)
Current income taxes:      
Federal $ 19,039   $ 14,032   $ 5,710  
State 1,218   892   335  
Foreign 2,550   699   502  
Total current 22,807   15,623   6,547  
Deferred income taxes:
Federal ( 1,364 ) ( 4,515 ) ( 2,499 )
State ( 885 ) ( 242 ) ( 206 )
Foreign 825   280   216  
Total deferred ( 1,424 ) ( 4,477 ) ( 2,489 )
Income tax expense $ 21,383   $ 11,146   $ 4,058  

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Income before income tax consists of the following:
  Year Ended
  Jan 25, 2026 Jan 26, 2025 Jan 28, 2024

  (In millions)
U.S. $ 123,181   $ 77,456   $ 29,495  
Foreign 18,269   6,570   4,323  
Income before income tax $ 141,450   $ 84,026   $ 33,818  

The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21.0 % to income before income taxes for the fiscal year ended January 25, 2026 as follows:

  Year Ended
  Jan 25, 2026

  (In millions, except percentages)
US Federal Statutory Tax Rate
$ 29,704   21.0   %

State and Local Income Taxes, Net of Federal Income Tax Effect (1) 258   0.2   %
Foreign tax effects
Israel
Reduced statutory tax rate on qualifying income
( 3,064 ) ( 2.2 ) %
Other
1,606   1.2   %
Other foreign jurisdictions
741   0.5   %
Effect of cross-border tax laws
Foreign-derived deduction eligible income ( 4,208 ) ( 3.0 ) %
Other
( 142 ) ( 0.1 ) %
Tax credits ( 1,933 ) ( 1.4 ) %
Nontaxable or nondeductible items
Stock-based compensation ( 1,475 ) ( 1.0 ) %
Other
29   —   %
Other (2)
( 133 ) ( 0.1 ) %
Income tax expense $ 21,383   15.1   %

(1) State taxes in California, Tennessee, Arizona, and Illinois made up the majority of the tax effect in fiscal year 2026.
(2) Includes the tax effects of enactment of new tax laws, change in valuation allowance, and change in unrecognized tax benefits.

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The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21% to income before income taxes for fiscal years ended January 26, 2025 and January 28, 2024 as follows:

Year Ended
Jan 26, 2025 Jan 28, 2024
(In millions, except percentages)
Tax expense computed at federal statutory rate $ 17,645   21.0   % $ 7,102   21.0   %
Expense (benefit) resulting from:
State income taxes, net of federal tax effect 554   0.7   % 120   0.4   %
Foreign-derived deduction eligible income ( 2,976 ) ( 3.5 ) % ( 1,408 ) ( 4.2 ) %
Stock-based compensation ( 2,097 ) ( 2.5 ) % ( 741 ) ( 2.2 ) %
U.S. federal research and development tax credit ( 990 ) ( 1.2 ) % ( 431 ) ( 1.3 ) %
Foreign tax rate differential ( 984 ) ( 1.2 ) % ( 467 ) ( 1.4 ) %
Other ( 6 ) —   % ( 117 ) ( 0.3 ) %
Income tax expense
$ 11,146   13.3   % $ 4,058   12.0   %

In July 2025, the OBBBA was enacted into law and contains several changes to key U.S. federal income tax laws. We have recognized the tax effects of currently effective OBBBA provisions in our results for fiscal year 2026.
The amount of cash paid for income taxes (net of refunds) for the fiscal year ended January 25, 2026 is as follows:

Year Ended
  Jan 25, 2026

  (In millions)
Federal
$ 16,755  
State

California
1,049  
Other
1,041  
Foreign

Israel
1,287  
Other
156  
Total income taxes paid, net of refunds
$ 20,288  

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Notes to the Consolidated Financial Statements
(Continued)

The tax effect of temporary differences that gives rise to significant portions of the deferred tax assets and liabilities are presented below:

  Jan 25, 2026 Jan 26, 2025

  (In millions)
Deferred tax assets:  
Capitalized research and development expenditure $ 5,436   $ 6,256  
Net controlled foreign corporation tested income deferred tax assets
5,389   2,820  
Accruals and reserves, not currently deductible for tax purposes 3,644   2,058  
Research and other tax credit carryforwards 718   759  
Operating lease liabilities 554   299  
Net operating loss and capital loss carryforwards 443   456  
Other deferred tax assets 679   566  
Gross deferred tax assets 16,863   13,214  
Less valuation allowance ( 768 ) ( 1,610 )
Total deferred tax assets 16,095   11,604  
Deferred tax liabilities:
Equity investments ( 2,227 ) ( 264 )
Unremitted earnings of foreign subsidiaries ( 1,813 ) ( 891 )
Operating lease assets ( 533 ) ( 286 )
Acquired intangibles ( 38 ) ( 70 )
Gross deferred tax liabilities ( 4,611 ) ( 1,511 )
Net deferred tax asset (1) $ 11,484   $ 10,093  

(1)    Net deferred tax asset includes long-term deferred tax assets of $ 13.3 billion and $ 11.0 billion and long-term deferred tax liabilities of $ 1.8 billion and $ 886 million for fiscal years 2026 and 2025, respectively. Long-term deferred tax liabilities are included in other long-term liabilities on our Consolidated Balance Sheets.
As of January 25, 2026, we intend to indefinitely reinvest approximately $ 1.4  billion of cumulative undistributed earnings held by certain subsidiaries. We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amount is not practicable.
As of January 25, 2026 and January 26, 2025, we had a valuation allowance of $ 768  million and $ 1.6  billion, respectively, related to capital loss carryforwards, and certain other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.
As of January 25, 2026, based on recent jurisdictional taxable income and expected future earnings, we concluded certain state deferred tax assets are more likely than not realizable and released $ 711  million of valuation allowance.
As of January 25, 2026, we had U.S. federal, state and foreign net operating loss carryforwards of $ 747  million, $ 427  million and $ 503  million, respectively. The federal and state carryforwards will begin to expire in fiscal year 2027. The foreign net operating loss carryforwards may be carried forward indefinitely. As of January 25, 2026, we had federal research tax credit carryforwards of $ 56  million, before the impact of uncertain tax positions, that will begin to expire in fiscal year 2027. We have state research tax credit carryforwards of $ 1.4  billion, before the impact of uncertain tax positions, of which $ 1.3  billion is attributable to the State of California and may be carried over indefinitely and $ 132  million is attributable to various other states and will begin to expire in fiscal year 2028. As of January 25, 2026, we had federal capital loss carryforwards of $ 902  million that will begin to expire in fiscal year 2028.
Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other authoritative interpretations thereof, or other facts and circumstances. Utilization of tax attributes may also be subject to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state and foreign tax provisions. If any such limitations apply, the tax attributes may expire or be denied before utilization.
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A reconciliation of gross unrecognized tax benefits is as follows:

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

  (In millions)
Balance at beginning of period $ 2,861   $ 1,670   $ 1,238  
Increases in tax positions for current year 1,959   1,268   616  
Increases in tax positions for prior years 57   48   87  
Lapse in statute of limitations ( 224 ) ( 27 ) ( 19 )
Decreases in tax positions for prior years ( 157 ) ( 88 ) ( 148 )
Settlements ( 76 ) ( 10 ) ( 104 )
Balance at end of period $ 4,420   $ 2,861   $ 1,670  

Included in the balance of unrecognized tax benefits as of January 25, 2026 are $ 3.7  billion of tax benefits that would affect our effective tax rate if recognized.
We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate payment or receipt of cash for income taxes within one year. The amount is classified as a long-term liability, or long-term amount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a year.
We include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We recognized net interest and penalties related to unrecognized tax benefits in the income tax expense line of our consolidated statements of income of $ 103  million, $ 92  million, and $ 42  million during fiscal years 2026, 2025, and 2024, respectively. As of January 25, 2026 and January 26, 2025, we have accrued $ 374  million and $ 251  million, respectively, for the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross unrecognized tax benefits.
We are subject to examination by taxing authorities both in the United States and other countries. As of January 25, 2026, the significant tax jurisdictions that may be subject to examination include the United States for fiscal years after 2022, as well as Canada, China, Germany, Hong Kong, India, Israel, Italy, and Taiwan for fiscal years 2014 through 2025. As of January 25, 2026, the significant tax jurisdictions for which we are currently under examination include the United States, Germany, Hong Kong, India, Israel, and Taiwan for fiscal years 2014 through 2025.

Note 14 - Shareholders’ Equity
Capital Return Program

On August 26, 2025, our Board of Directors approved an additional $ 60.0  billion in share repurchase authorization, without expiration. In fiscal years 2026 and 2025, we repurchased 282 million and 310 million shares of our common stock for $ 40.4 billion and $ 34.0 billion, respectively. As of January 25, 2026, we were authorized, subject to certain specifications, to repurchase up to $ 58.5 billion of our common stock.
From January 26, 2026 through February 20, 2026, we repurchased 8 million shares for $ 1.5 billion pursuant to a pre-established trading plan.

In fiscal years 2026, 2025, and 2024, we paid cash dividends to our shareholders of $ 974  million, $ 834  million, and $ 395  million, 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 15 - Employee Retirement Plans
We provide tax-qualified defined contribution plans to eligible employees in the U.S. and certain other countries. Our contribution expense for fiscal years 2026, 2025, and 2024 was $ 442 million, $ 314 million, and $ 255 million, respectively.

Note 16 - 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
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Notes to the Consolidated Financial Statements
(Continued)

CODM reviews expenses on a consolidated basis, and expenses attributable to each segment are not regularly provided to our CODM.
The Compute & Networking segment includes our Data Center accelerated computing and networking platforms and AI solutions and software, and Automotive platforms and autonomous and electric vehicle solutions including software.
The Graphics segment includes GeForce GPUs for gaming and PCs, and Quadro/NVIDIA RTX GPUs for enterprise workstation graphics.
Certain expenses are not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.
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.

  Compute & Networking
Graphics Total

(In millions)
Year Ended Jan 25, 2026
   
Revenue $ 193,479   $ 22,459   $ 215,938  
Other segment items (1) 63,338   13,303   76,641  
Operating income
$ 130,141   $ 9,156   $ 139,297  

Year Ended Jan 26, 2025
   
Revenue $ 116,193   $ 14,304   $ 130,497  
Other segment items (1) 33,318   9,219   42,537  
Operating income $ 82,875   $ 5,085   $ 87,960  

Year Ended Jan 28, 2024
   
Revenue $ 47,405   $ 13,517   $ 60,922  
Other segment items (1) 15,389   7,671   23,060  
Operating income $ 32,016   $ 5,846   $ 37,862  

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

Depreciation and amortization expense attributable to our Compute & Networking segment for fiscal years 2026, 2025, and 2024 was $ 1.6 billion, $ 732 million, and $ 457 million, respectively. Depreciation and amortization expense attributable to our Graphics segment for fiscal years 2026, 2025, and 2024 was $ 590 million, $ 372 million, and $ 307 million, respectively. Acquisition-related intangible amortization expense is not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance.
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A reconciliation of segment operating income to consolidated income before income tax for fiscal years 2026, 2025, and 2024 were as follows:

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

(In millions)
Segment operating income
$ 139,297   $ 87,960   $ 37,862  
Stock-based compensation expense ( 6,386 ) ( 4,737 ) ( 3,549 )
Unallocated operating expenses
( 1,997 ) ( 1,171 ) ( 728 )
Acquisition-related and other costs ( 527 ) ( 599 ) ( 613 )
Interest income
2,300   1,786   866  
Interest expense
( 259 ) ( 247 ) ( 257 )
Other income, net
9,022   1,034   237  
Consolidated income before income tax
$ 141,450   $ 84,026   $ 33,818  

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

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

Geographic Revenue based upon Customer Headquarters Location (1):
(In millions)
United States $ 149,617   $ 77,482   $ 31,533  

Taiwan (2)
42,345   23,600   14,912  
China (including Hong Kong) 19,677   25,048   12,330  
Other
4,299   4,367   2,147  
Total revenue $ 215,938   $ 130,497   $ 60,922  

(1) In the third quarter of fiscal year 2026, we changed to revenue based upon the location of our customers’ headquarters as we believe it provides a better representation of the geographic profile of our revenue. Prior period information has been recast to reflect this change.
(2) In fiscal year 2026, we estimate 76 % of Data Center revenue from Taiwan-headquartered customers was attributed to end customers based in the United States and Europe.
Revenue from sales to customers headquartered outside of the United States accounted for 31 %, 41 %, and 48 % of total revenue for fiscal years 2026, 2025, and 2024, respectively. The increase in revenue to the United States for fiscal years 2026 and 2025 was primarily due to higher U.S.-based Compute & Networking segment demand.

We refer to customers who purchase products directly from NVIDIA as direct customers, such as AIBs, distributors, ODMs, OEMs, CSPs, AI model makers, and system integrators. Certain direct customers may use either internal resources or third-party system integrators to complete their build. We refer to indirect customers as those who purchase products through our direct customers; indirect customers include CSPs, Neocloud builders, AI model makers, enterprises, and public sector entities. Our revenue is concentrated among a limited number of direct and indirect customers and this trend may continue.
Direct Customers – For fiscal year 2026, sales to one direct customer represented 22 % of total revenue and sales to another direct customer represented 14 % of total revenue, all of which were primarily attributable to the Compute & Networking segment.
For fiscal year 2025, sales to one direct customer represented 12 % of total revenue and sales to two direct customers each represented 11 % of total revenue, all of which were primarily attributable to the Compute & Networking segment.
For fiscal year 2024, sales to one direct customer represented 13 % of total revenue, and were primarily attributable to the Compute & Networking segment.
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The following table summarizes revenue by specialized markets:

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

Revenue by End Market:
(In millions)
Data Center $ 193,737   $ 115,186   $ 47,525  
Compute 162,361   102,196   38,950  
Networking 31,376   12,990   8,575  
Gaming 16,042   11,350   10,447  
Professional Visualization 3,191   1,878   1,553  
Automotive 2,349   1,694   1,091  
OEM and Other 619   389   306  
Total revenue $ 215,938   $ 130,497   $ 60,922  

The following table presents summarized information for long-lived assets by country. Long-lived assets consist of property and equipment and exclude other assets, operating lease assets, goodwill, and intangible assets.

  Jan 25, 2026 Jan 26, 2025

Long-lived assets:
(In millions)
United States $ 5,125   $ 3,626  
Taiwan 3,219   1,481  
Israel 1,471   840  
Other 568   336  
Total long-lived assets $ 10,383   $ 6,283  

Note 17 - Leases
Our lease obligations primarily consist of operating leases for our offices and data centers, with lease periods expiring between fiscal years 2027 and 2041.
Future minimum lease obligations under our non-cancelable lease agreements as of January 25, 2026 were as follows:

Operating Lease Obligations
  (In millions)
Fiscal Year:  
2027 $ 493  
2028 485  
2029 457  
2030 381  
2031 314  
2032 and thereafter 1,494  
Total 3,624  
Less imputed interest 680  
Present value of net future minimum lease payments 2,944  
Less short-term operating lease liabilities 372  
Long-term operating lease liabilities $ 2,572  

Between fiscal years 2027 and 2030, we expect to commence leases with future obligations of $ 22.7 billion, primarily data center leases to support our research and development efforts, with lease terms of 1.8 to 20 years.
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Operating lease costs for fiscal years 2026, 2025, and 2024 were $ 462 million, $ 356 million, and $ 269 million, respectively. Short-term and variable lease costs for fiscal years 2026, 2025, and 2024 were not significant.
Other information related to leases was as follows:

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

  (In millions)
Supplemental cash flows information  
Operating cash flow used for operating leases $ 428   $ 313   $ 286  
Operating lease assets obtained in exchange for lease obligations $ 1,439   $ 877   $ 531  

As of January 25, 2026, our operating leases have a weighted average remaining lease term of 8.8 years and a weighted average discount rate of 4.38 %. 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 %.
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Schedule II – Valuation and Qualifying Accounts

Description Balance at
Beginning of Period Additions   Deductions   Balance at
End of Period

  (In millions)
Fiscal year 2026
           
Allowance for doubtful accounts $ 4   $ —   (1) $ —   (1) $ 4  
Sales return allowance $ 82   $ 188   (2) $ ( 100 ) (4) $ 170  
Deferred tax valuation allowance $ 1,610   $ 31   (3) $ ( 873 ) (3) $ 768  
Fiscal year 2025
           
Allowance for doubtful accounts $ 4   $ —   (1) $ —   (1) $ 4  
Sales return allowance $ 109   $ 151   (2) $ ( 178 ) (4) $ 82  
Deferred tax valuation allowance $ 1,552   $ 58   (3) $ —   (3) $ 1,610  
Fiscal year 2024
         
Allowance for doubtful accounts $ 4   $ —   (1) $ —   (1) $ 4  
Sales return allowance $ 26   $ 213   (2) $ ( 130 ) (4) $ 109  
Deferred tax valuation allowance $ 1,484   $ 162   (3) $ ( 94 ) (3) $ 1,552  

(1) Additions represent either expense or acquired balances and deductions represent write-offs.
(2) Additions represent estimated product returns charged as a reduction to revenue or an acquired balance.
(3) Additional valuation allowance on deferred tax assets not likely to be realized. Additions represent additional valuation allowance on certain state and other deferred tax assets. Deductions mainly represent the release of valuation allowance on certain state deferred tax assets. Refer to Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.
(4) Represents sales returns.
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Exhibit Index
Incorporated by Reference
Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date
3.1 Restated Certificate of Incorporation
10-K 3.1 3/18/2022
3.2 Amendment to Restated Certificate of Incorporation of NVIDIA Corporation
8-K 3.1 6/6/2022
3.3 Amendment to Restated Certificate of Incorporation of NVIDIA Corporation
8-K 3.1 6/7/2024
3.4 Bylaws of NVIDIA Corporation, Amended and Restated as of March 12, 2024
8-K 3.1 3/14/2024
4.1 Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4
4.2 Specimen Stock Certificate
S-1/A 4.2 4/24/1998
4.3 Indenture, dated as of September 16, 2016, by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee
8-K 4.1 9/16/2016
4.4 Officers’ Certificate, dated as of September 16, 2016
8-K 4.2 9/16/2016
4.5 Form of 2026 Note
8-K Annex B-1 to Exhibit 4.2 9/16/2016
4.6
Description of Securities
10-K 4.6 2/26/2025
4.7 Officers’ Certificate, dated as of March 31, 2020
8-K 4.2 3/31/2020
4.8 Form of 2030 Note
8-K Annex A-1 to Exhibit 4.2 3/31/2020
4.9 Form of 2040 Note
8-K Annex B-1 to Exhibit 4.2 3/31/2020
4.10 Form of 2050 Note
8-K Annex C-1 to Exhibit 4.2 3/31/2020
4.11 Form of 2060 Note
8-K Annex D-1 to Exhibit 4.2 3/31/2020
4.12 Officers' Certificate, dated as of June 16, 2021
8-K 4.2 6/16/2021
4.13
Form of 2028 Note
8-K Annex C-1 to Exhibit 4.2 6/16/2021
4.14
Form of 2031 Note
8-K Annex D-1 to Exhibit 4.2 6/16/2021
10.1 Form of Indemnity Agreement between NVIDIA Corporation and each of its directors and officers
8-K 10.1 3/7/2006
10.2+ Amended and Restated 2007 Equity Incentive Plan
10-Q 10.1 8/28/2024
10.3+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2016)
10-K 10.26 3/12/2015
10.4+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2016)
10-K 10.27 3/12/2015
10.5+ Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2019)
8-K 10.1 3/11/2019
10.6+
Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2021)
10-Q 10.2 5/26/2021
10.7+
Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2022)
10-K 10.16 3/18/2022
10.8+
Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2023)
10-K 10.14 2/24/2023
10.9+
Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2024) (version 1)
10-Q 10.2 5/29/2024

82

10.10+
Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2024)
10-Q 10.3 5/29/2024
10.11+
Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2024) (version 2)
10-Q 10.1 11/20/2024
10.12+
Amended and Restated 2007 Equity Incentive Plan - Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2025)
10-K 10.13 2/26/2025
10.13+
Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2025)
10-K 10.14 2/26/2025
10.14+
Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2025)
10-Q 10.1 8/27/2025
10.15+
Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2025)
10-Q 10.2 8/27/2025
10.16+
Amended and Restated 2012 Employee Stock Purchase Plan
10-K 10.15 2/26/2025
10.17+
Variable Compensation Plan - Fiscal Year 2025
8-K 10.1 3/14/2024
10.18+
Variable Compensation Plan - Fiscal Year 2026
8-K 10.1 3/7/2025
19.1* NVIDIA Corporation Insider Trading Policy

21.1* Subsidiaries of Registrant

23.1* Consent of PricewaterhouseCoopers LLP

24.1* Power of Attorney (included in signature page)

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